Earnings (Loss) per Share

3 Months Ended

May 04, 2024

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


	Three Months Ended
	May 4, 2024		Apr 29, 2023
Net earnings (loss) attributable to Guess?, Inc.	$	13,022	$	(11,805)
Less net earnings attributable to nonvested restricted stockholders	318		164
Net earnings (loss) attributable to common stockholders	12,704		(11,969)
Add interest expense related to the convertible senior notes1	122		—
Net earnings (loss) attributable to common stockholders used in diluted computations	$	12,826	$	(11,969)

Weighted average common shares used in basic computations	52,908		54,348

Effect of dilutive securities:
Stock options and restricted stock units2	1,538		—
Convertible senior notes1	1,092		—
Weighted average common shares used in diluted computations	55,538		54,348

Net earnings (loss) per common share attributable to common stockholders:
Basic	$	0.24	$	(0.22)
Diluted	$	0.23	$	(0.22)

______________________________________________________________________

Notes:

1 During the three months ended April 29, 2023, there were 12,834,308 potentially dilutive shares related to the convertible senior notes 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.

2 During the three months ended April 29, 2023, there were 1,351,331 potentially dilutive shares related to stock options and restricted stock units 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.

During the three months ended May 4, 2024 and April 29, 2023, equity awards granted for 149,626 and 1,091,454 shares, respectively, of the Company’s common stock were outstanding but were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding because the assumed proceeds resulted in these awards being antidilutive. During the three months ended May 4, 2024, 14,741,039 potentially dilutive shares related to the convertible senior notes were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding because their inclusion would have been antidilutive. For each of the three months ended May 4, 2024 and April 29, 2023, the Company excluded 300,000 nonvested stock units which were subject to the achievement of 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 May 4, 2024 and April 29, 2023, respectively.

Warrants related to the 2.00% convertible senior notes due April 2024 (the “2024 Notes”) to purchase approximately 1.3 million and 4.6 million shares of the Company’s common shares at adjusted strike prices of $41.45 and $45.31 per share were outstanding as of May 4, 2024 and April 29, 2023, respectively. Warrants related to the 3.75% convertible senior notes due April 2028 (the “2028 Notes”, and together with the 2024 Notes, the “Notes”) to purchase approximately 15.7 million shares of the Company’s common shares at an adjusted strike price of $37.89 per share were outstanding as of May 4, 2024. Warrants related to the 2028 Notes to purchase approximately 11.1 million shares of the Company’s common shares at an initial strike price of $41.80 per share were outstanding as of April 29, 2023. During the three months ended May 4, 2024, these warrants were excluded from the computation of diluted net earnings per share since the warrants’ adjusted

strike price was greater than the average market price of the Company’s common stock. During the three months ended April 29, 2023, these warrants were excluded from the computation of diluted net earnings per share because their effect would have been antidilutive given the Company’s net loss. See Note 11 for more information regarding the Notes.