Earnings (Loss) Per Share

12 Months Ended

Jan. 29, 2022

The computation of basic and diluted net earnings (loss) per common share attributable to common stockholders is (in thousands, except per share data):


	Year Ended		Year Ended		Year Ended
	Jan 29, 2022		Jan 30, 2021		Feb 1, 2020
Net earnings (loss) attributable to Guess?, Inc.	$	171,363	$	(81,229)	$	95,975
Less net earnings attributable to nonvested restricted stockholders	1,831		181		850
Net earnings (loss) attributable to common stockholders	$	169,532	$	(81,410)	$	95,125

Weighted average common shares used in basic computations	64,021		64,179		70,461
Effect of dilutive securities:
Stock options, convertible senior notes and restricted stock units1	1,898		—		1,208
Weighted average common shares used in diluted computations	65,919		64,179		71,669
Net earnings (loss) per common share attributable to common stockholders:
Basic	$	2.65	$	(1.27)	$	1.35
Diluted	$	2.57	$	(1.27)	$	1.33

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1For fiscal 2021, there were 867,704 potentially dilutive shares that were not included in the computation of diluted weighted average common shares and common equivalent shares outstanding because their effect would have been antidilutive given the Company’s net loss.

For fiscal 2022, fiscal 2021 and fiscal 2020, equity awards granted for 562,876, 2,870,479 and 2,911,685, respectively, of the Company’s common shares were outstanding but were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being antidilutive. The Company excluded 300,000 and 240,143 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of January 29, 2022 and February 1, 2020, respectively. There were no nonvested stock units subject to the achievement of performance-based or market-based vesting conditions that were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding as the respective conditions were achieved as of January 30, 2021.

The conversion spread on the Company’s convertible senior notes has a dilutive impact on diluted earnings per share when the average market price of the Company’s common stock for a given period exceeds the initial conversion price of $25.78 per share of common stock, subject to adjustment upon the occurrence of certain events. On November 23, 2021, the Company announced an increase to its regular quarterly cash dividend from $0.1125 to $0.225 per share on the Company’s common stock. In connection with the increase to the quarterly cash dividend, the Company adjusted the conversion price of the convertible senior notes to $25.66 effective as of December 7, 2021, in accordance with the terms of the indenture governing the convertible senior notes. For fiscal 2022, the convertible senior notes have been excluded from the computation of diluted earnings per share as the effect would be antidilutive since the conversion price of the convertible senior notes exceeded the average market price of the Company’s common stock.

Warrants to purchase 11.6 million shares of the Company’s common shares at an initial strike price of $46.88 per share were outstanding as of January 29, 2022 but were excluded from the computation of diluted earnings per share since the warrants’ strike price was greater than the average market price of the Company’s

common stock during the period. See Note 10 for more information regarding the Company’s convertible senior notes.