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Basis of Presentation | 6 Months Ended
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Aug. 02, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract] |
Basis of Presentation | Basis of Presentation Description of the Business Guess?, Inc. (the “Company” or “GUESS?”) designs, markets, distributes and licenses a leading lifestyle collection of contemporary apparel and accessories for men, women and children that reflect the American lifestyle and European fashion sensibilities. The Company’s designs are sold in GUESS? owned stores, to a network of wholesale accounts that includes department stores, selected specialty retailers and upscale boutiques and through the Internet. GUESS? branded products, some of which are produced under license, are also sold internationally through a series of retail store licensees and wholesale distributors. On April 2, 2024, the Company acquired all the operating assets and a 50% interest in the intellectual property assets of New York-based fashion brand rag & bone, a leader in the American fashion scene, which directly operates stores in the United States and in select international locations, and is also available in high-end boutiques, department stores and through e-commerce globally. Proposed Take-Private Transaction with Authentic Brands Group On August 20, 2025, the Company announced that it had entered into an Agreement and Plan of Merger (the “Merger Agreement” and together with the transactions contemplated thereby, the “Proposed Transaction”) with Authentic Brands Group LLC, a Delaware limited liability company (“Authentic”), Glow Holdco 1, Inc., a Delaware corporation and, as of the date of the Merger Agreement and until the Parent Equity Transfer (as defined below) is consummated, a wholly-owned subsidiary of Authentic (“Parent”), and Glow Merger Sub 1, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Proposed Transaction would result in a take-private transaction pursuant to which, as further detailed below, the Company would enter into a strategic partnership with Authentic whereby (i) Authentic would own 51% of substantially all of the Company’s intellectual property and certain Rolling Stockholders (defined below) would own 49% of substantially all of the Company’s intellectual property; (ii) certain of the Rolling Stockholders would own 100% of the Company’s operating assets; and (iii) Guess? shareholders (other than the Rolling Stockholders) would receive $16.75 per share in cash and the Company would no longer be publicly-traded. The Merger Agreement provides that, among other things and on the terms and subject to the conditions set forth in the Merger Agreement, (i) on the date on which all of the conditions to effect the Pre-Closing Restructuring (as defined below) set forth in the Merger Agreement are satisfied or waived (the “Condition Satisfaction Date”), Authentic shall transfer all of the issued and outstanding equity interests of Parent (and indirectly through ownership of Parent, Merger Sub) to a newly-formed affiliate of the Rolling Stockholders (“IPCo Holdings” and such transfer, the “Parent Equity Transfer”); (ii) following the Condition Satisfaction Date and prior to the effective time of the Merger (the “Effective Time”), the parties will effect a pre-closing restructuring (the “Pre-Closing Restructuring”), pursuant to which, among other things, all of the rights, title and interest owned by the Company or any of its subsidiaries or affiliates in or to substantially all of the Company’s intellectual property (other than certain excluded assets) shall be transferred and assigned to certain newly-formed subsidiaries of the Company (the “Company IPCos”); (iii) following the Pre-Closing Restructuring and immediately prior to the Effective Time, (a) Authentic (or its designee(s)) shall purchase all right, title and interest in and to 51% of the issued and outstanding equity interests of the Company IPCos and (b) at Parent’s option, IPCo Holdings (or its designee) shall purchase all right, title and interest in and to up to 19% of the issued and outstanding equity interests of the Company IPCos (the sales to Authentic (or its designee(s)) and IPCo Holdings (or its designee) contemplated by the foregoing clauses (a) and (b) are collectively referred to as the “Disposition”); and (iv) at the Effective Time, (a) Merger Sub shall be merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation (the “Surviving Corporation”) and a wholly-owned subsidiary of Parent, (b) each share of common stock of the Company, par value $0.01 per share (the “Shares”) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined below) and Shares held by any person who duly and validly demands appraisal of such Shares pursuant to Section 262 of the General Corporation Law of the State of Delaware (the “DGCL”) and does not effectively withdraw or otherwise waive or lose such right to appraisal under Section 262 of the DGCL) shall be converted into the right to receive $16.75 per share, in cash without interest (the “Per Share Merger Consideration”), except that (x) each Share owned by Authentic, Parent, Merger Sub or any other controlled affiliate of Authentic or Parent, the Company or any wholly-owned subsidiary of the Company, and in each case not held on behalf of third parties, immediately prior to the Effective Time and (y) any Shares owned beneficially or of record by Paul Marciano, Carlos Alberini, certain trusts, foundations and/or affiliates of each of them and of Maurice Marciano and certain other Company stockholders party to the Voting Agreement (as defined in the Merger Agreement and excluding certain stockholders as indicated in the Merger Agreement) (collectively, the “Rolling Stockholders”) (which shall, immediately prior to the Effective Time, be contributed or otherwise transferred, directly or indirectly, to IPCo Holdings pursuant to the terms of the Interim Investors Agreement (as defined in the Merger Agreement)) (clauses (a) and (b), collectively, the “Excluded Shares”), in each case, will, by virtue of the Merger, cease to be outstanding, will be cancelled without payment of any consideration therefor and will cease to exist; and (z) each share of common stock of Merger Sub, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation, par value $0.01 per share, and shall constitute the only outstanding shares of capital stock of the Surviving Corporation as of immediately after the Effective Time. Following the closing of the Proposed Transaction, the Company IPCos are anticipated to be owned 51% by Authentic and 49% by the Rolling Stockholders, and the Surviving Corporation will be wholly owned by certain of the Rolling Stockholders and current Company management will continue to run the business. The consummation of the Pre-Closing Restructuring is subject to the fulfillment or waiver of certain customary mutual conditions, including (i) the approval and adoption of the Merger Agreement and approval of the Disposition by an affirmative vote of (a) the holders of a majority of the outstanding Shares entitled to vote on such matter and (b) a majority of the votes cast by the disinterested stockholders (as such term is defined in Section 144 of the DGCL), and (ii) the expiration or termination of all required statutory waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and all Required Regulatory Approvals (as defined in the Merger Agreement), shall have been obtained and remain in full force and effect. The consummation of the Pre-Closing Restructuring is also subject to the fulfillment or waiver of certain unilateral conditions, including, with respect to the obligation of Authentic, Parent and Merger Sub to consummate the Pre-Closing Restructuring, the absence of a material adverse effect in respect of the Company between the date of the Merger Agreement and the Condition Satisfaction Date. The consummation of the Proposed Transaction is subject to the fulfillment or waiver of certain customary mutual conditions, including that all Required Regulatory Approvals shall have been obtained and remain in full force and effect. The consummation of the Proposed Transaction is also subject to the fulfillment or waiver of certain unilateral conditions, including the consummation of the Pre-Closing Restructuring (including the Parent Equity Transfer) in all material respects. The Merger Agreement contains certain termination rights for the Company and Authentic as specified in the Merger Agreement. In addition, under the terms of the Merger Agreement, the Company may be required to pay Authentic a termination fee of $23.3 million if the Merger Agreement is terminated under specified circumstances. Upon completion of the Proposed Transaction, the Company’s common stock will no longer be listed on any public market. Reclassifications The Company has made certain reclassifications to prior period amounts to conform to the current period presentation within the accompanying condensed consolidated financial statements and notes to the condensed consolidated financial statements. Interim Financial Statements In the opinion of management, the accompanying unaudited condensed consolidated financial statements of the Company contain all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the condensed consolidated balance sheets as of August 2, 2025 and February 1, 2025, and the condensed consolidated statements of income (loss), comprehensive income (loss), cash flows and stockholders’ equity for the three and six months ended August 2, 2025 and August 3, 2024. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) for interim financial information and the instructions to Rule 10-01 of Regulation S-X of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they have been condensed and do not include all of the information and footnotes required by GAAP for complete financial statements. The results of operations and cash flows for the three and six months ended August 2, 2025 are not necessarily indicative of the results of operations to be expected for the full fiscal year. These financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended February 1, 2025. Fiscal Periods The Company operates on a 52/53-week fiscal year calendar, which ends on the Saturday nearest to January 31 of each year. The three and six months ended August 2, 2025 had the same number of days as the three and six months ended August 3, 2024. All references herein to “fiscal 2026”, “fiscal 2025” and “fiscal 2024” represent the results of the 52-week fiscal years ending January 31, 2026 and February 1, 2025 and the 53-week fiscal year ended February 3, 2024, respectively. Business Update, Market Trends and Uncertainties Macroeconomic conditions, including declines in consumer spending, inflation, higher interest rates, foreign exchange rate fluctuations, the impacts of the ongoing wars in Ukraine and Gaza, the Red Sea crisis and uncertainty regarding changes in trade policies, including imposition of new or expanded tariffs, are continuing to negatively impact the Company’s businesses. The Company continues to carefully monitor global and regional geopolitical and economic developments. The Company also continues to strategically manage expenses in order to protect profitability and mitigate, to the extent possible, the residual effect of supply chain disruptions stemming from changes to global trade policies and practices. The duration and scope of these conditions cannot be predicted, and therefore, any anticipated negative financial impact to the Company’s operating results cannot be reasonably estimated. Additionally, the Company continues to monitor changes in policy impacting global trade, including tariff regulation. For example, on April 2, 2025, the United States announced a new universal baseline tariff of 10%, plus an additional country-specific tariff for select trading partners, on all U.S. imports. Subsequently, there have been incremental tariffs, or previously imposed tariffs have been paused or modified, and the United States has indicated that it is actively negotiating country-specific agreements that it expects will result in changes to imposed tariff rates. Tariffs have the potential to significantly raise the cost of the Company’s products. Recent changes in U.S. tariff legislation have also led to significant volatility in the global economy. Summary of Significant Accounting Policies The accounting policies of the Company are set forth in further detail in Note 1 - Description of the Business and Summary of Significant Accounting Policies and Practices to the Company’s Consolidated Financial Statements contained in the Company’s fiscal 2025 Annual Report on Form 10-K. The Company includes herein certain updates to those policies. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents consist of cash on hand and marketable securities with original maturities of three months or less. The Company’s restricted cash is held for future payment of a special cash dividend declared in March 2024 as nonvested restricted stock awards vest. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported on the condensed consolidated balance sheets to the amount shown in the condensed consolidated statements of cash flows.
| Aug 2, 2025 |  | Aug 3, 2024
Cash and cash equivalents | $ | 189,635 |  |  | $ | 218,856 |
Restricted cash | 812 |  |  | 1,394 |
Total cash, cash equivalents and restricted cash shown in the statement of cash flows | $ | 190,447 |  |  | $ | 220,250 |
Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and disclosed in the accompanying notes. Significant areas requiring the use of management estimates relate to the allowances for doubtful accounts, sales return and markdown allowances, valuation of inventories, share-based compensation, income taxes, recoverability of deferred income taxes, unrecognized income tax benefits, the useful life of assets for depreciation and amortization, evaluation of asset impairment (including goodwill and long-lived assets, such as property and equipment and operating lease right-of-use (“ROU”) assets), pension obligations, workers’ compensation and medical self-insurance expense and accruals, derivative valuation, litigation reserves, restructuring expense and accruals, convertible senior notes and accounting for business combinations. These estimates and assumptions may change as a result of the impact of global economic conditions, such as the uncertainty regarding the impacts of the ongoing wars in Ukraine and Gaza and the Red Sea crisis, changes in policy impacting global trade, such as tariffs, global inflationary pressures, volatility in foreign exchange rates and declining consumer spending. Actual results could differ from those estimates. Revisions in estimates could materially impact the results of operations and financial position. The Company’s operations could be impacted in ways the Company is not able to predict today. While the Company believes it has made reasonable accounting estimates based on the facts and circumstances that were available as of the reporting date, to the extent there are differences between these estimates and actual results, the Company’s results of operations and financial position could be materially impacted. Revenue Recognition The Company recognizes the majority of its revenue from its direct-to-consumer (brick-and-mortar retail stores and concessions as well as e-commerce) and wholesale distribution channels at a point in time when it satisfies a performance obligation and transfers control of the product to the respective customer. During each of the three and six months ended August 2, 2025, wholesale revenues were 38% of the Company’s total consolidated net revenues. During the three and six months ended August 3, 2024, wholesale revenues were 38% and 36% of the Company's total consolidated net revenues, respectively. The Company also recognizes royalty revenue from its trademark license agreements. The Company’s trademark license agreements represent symbolic licenses that are dependent on the Company’s continued support over the term of the license agreement. The amount of revenue that is recognized from the licensing arrangements is based on sales-based royalty and advertising fund contributions as well as specific fixed payments, where applicable. The Company’s trademark license agreements customarily provide for a multi-year initial term ranging from three to 15 years and may contain options to renew prior to expiration for an additional multi-year period. The unrecognized portion of upfront payments is included in deferred royalties in accrued expenses and other long-term liabilities depending on the short or long-term nature of the payments to be recognized. As of August 2, 2025, the Company had $14.6 million and $27.6 million of deferred royalties related to these upfront payments included in accrued expenses and other current liabilities and other long-term liabilities, respectively. This compares to $14.7 million and $33.7 million of deferred royalties related to these upfront payments included in accrued expenses and other current liabilities and other long-term liabilities, respectively, as of February 1, 2025. During the three and six months ended August 2, 2025, the Company recognized $4.2 million and $8.5 million in net royalties, respectively, related to the amortization of deferred royalties. During the three and six months ended August 3, 2024, the Company recognized $4.3 million and $8.8 million in net royalties, respectively, related to the amortization of deferred royalties. Refer to Note 9 - Segment Information for further information on disaggregation of revenue by segment and country. Allowance for Doubtful Accounts In the normal course of business, the Company grants credit directly to certain wholesale customers after a credit analysis is performed based on financial and other criteria. Accounts receivables are recorded net of an allowance for doubtful accounts. The Company maintains allowances for doubtful accounts for estimated losses that may result from the inability of its wholesale customers and licensing partners to make their required payments. The Company bases its allowances on analysis of the aging of accounts receivable at the date of the financial statements, assessments of historical and current collection trends, an evaluation of the impact of current and future forecasted economic conditions and whether the Company has obtained credit insurance or other guarantees which are not considered freestanding against the related account receivable balances. Management performs regular evaluations concerning the ability of its customers to make required payments and records a provision for doubtful accounts based on these evaluations. As of August 2, 2025, approximately 46% of the Company’s total net trade accounts receivable and 55% of its European net trade receivables were subject to credit insurance coverage, certain bank guarantees or letters of credit for collection purposes. The Company’s credit insurance coverage contains certain terms and conditions specifying deductibles and annual claim limits. Management evaluates the creditworthiness of the counterparties to the credit insurance, bank guarantees and letters of credit and records a provision for the risk of loss on these instruments based on these evaluations as considered necessary. The Company’s credit losses for the periods presented were not significant compared to sales and did not significantly exceed management’s estimates. Refer to Note 6 - Accounts Receivable for further information regarding the Company’s allowance for doubtful accounts. Advertising and Marketing Costs The Company expenses the cost of advertising as incurred. Advertising and marketing expenses charged to operations for the three and six months ended August 2, 2025 were $25.7 million and $51.0 million, respectively. Advertising and marketing expenses charged to operations for the three and six months ended August 3, 2024 were $23.0 million and $42.9 million, respectively. Recently Issued Accounting Guidance Income Tax Disclosures In December 2023, the Financial Accounting Standards Board (“FASB”) issued authoritative guidance to enhance the transparency and decision usefulness of income tax disclosures. The additional disclosures required by this update are related to the effective tax rate reconciliation and income taxes paid by jurisdiction. This Accounting Standards Update (“ASU”) is effective for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Debt with Conversion and Other Options In November 2024, the FASB issued authoritative guidance regarding debt with conversion and other options. This ASU clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion (instead of a debt extinguishment) and is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06: Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The new guidance can be applied on either a prospective or a retrospective basis. The Company will apply this guidance in future reporting periods to any future settlements of convertible debt instruments that occur after the effective date of the guidance. Expense Disaggregation In November 2024, the FASB issued authoritative guidance regarding expense disaggregation disclosures. The guidance requires interim and annual disclosure, within the notes to the Company’s financial statements, of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption presented on the face of the income statement within continuing operations. The requirements also include: (1) inclusion of certain amounts that are already required to be disclosed under current GAAP in the same disclosure as the other disaggregation requirements, (2) a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and (3) disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Business Combinations and Consolidations In May 2025, the FASB issued authoritative guidance which amends the criteria for determining the accounting acquirer in a business combination effected primarily by exchanging equity interests. The amendment applies when the legal acquiree is a variable interest entity that meets the definition of a business. The guidance is effective for all entities for fiscal years beginning after December 15, 2026, and interim reporting periods within those fiscal years. Early adoption is permitted and the amendment is to be applied prospectively to acquisitions that occur on or after the adoption date. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements. Estimation of Expected Credit Losses In July 2025, the FASB issued authoritative guidance which provides entities with a practical expedient to simplify the estimation of expected credit losses by assuming that the current conditions as of the balance sheet date will not change for the remaining life of the asset. The guidance is effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted and the guidance is to be applied prospectively. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.

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