Core Viewpoint - Guess?, Inc. is set to go private in a $1.4 billion deal with Authentic Brands Group, resulting in a significant increase in stock price and shareholder value [1][2]. Group 1: Deal Details - The definitive agreement involves co-founders Maurice Marciano, Paul Marciano, and CEO Carlos Alberini, along with Authentic Brands Group, taking Guess? private [2]. - Shareholders will receive $16.75 per share in cash, representing a 73% premium over the closing price on March 14, 2025, prior to the acquisition proposal [2]. - Authentic Brands Group will acquire 51% of Guess?'s intellectual property, while the Marcianos and Alberini will retain 49% [3]. Group 2: Transaction Timeline and Financials - The transaction is expected to close in the fourth quarter of Guess?'s 2026 fiscal year, subject to customary approvals [4]. - Financing will be sourced from rollover equity by the Rolling Stockholders and cash commitments from Authentic Brands [4]. - Guess? plans to continue paying a quarterly dividend of $0.225 per share until the deal closes [4]. Group 3: Market Reaction - Following the announcement, Guess? stock closed up 26.31% at $16.85 [4].

Core Viewpoint - The law firm Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Guess?, Inc. to Authentic Brands Group for $16.75 per share, which is significantly lower than its 52-week high of $21.81, indicating a potentially opportunistic acquisition [1][4]. Group 1: Sale Details - Guess? has agreed to be sold for $16.75 per share in cash to Authentic Brands Group [4]. - The sale price is notably below Guess?'s 52-week high of $21.81 per share, raising concerns about the fairness of the transaction [1][4]. Group 2: Shareholder Concerns - Certain existing shareholders, including co-founders and the CEO, will roll over their shares into equity interests in the post-close entity, a benefit not extended to public stockholders [2][5]. - The sale was approved by a Special Committee of the Board, which may have conflicts of interest affecting its members [3][6]. Group 3: Investigation Focus - The investigation by Wohl & Fruchter LLP aims to determine if the Special Committee acted in the best interests of Guess? shareholders, including the independence of its members and the fairness of the sale price [7].

About this content About Emily Jarvie Emily began her career as a political journalist for Australian Community Media in Hobart, Tasmania. After she relocated to Toronto, Canada, she reported on business, legal, and scientific developments in the emerging psychedelics sector before joining Proactive in 2022. She brings a strong journalism background with her work featured in newspapers, magazines, and digital publications across Australia, Europe, and North America, including The Examiner, The Advocate, The ...

格隆汇8月20日丨知名服装品牌Guess(GES.US)盘前涨超25%。消息面上，Guess同意以每股16.75美元现 金收购价完成私有化。 | | D Guen SH @E EK JK JIC 4K 4X JIC 4K 4X 10X 10 5G 109 1559 109 1559 3001 4500 1000 1700 172 120 172 120 12:10K = | | | BA- @ D- 10 & 2 VS FIB CL | | --- | --- | --- | --- | --- | | | のの中ののののののといいということできるのの | | | | | | 立地出版 287,39万 白川日报 47,29万 三番市(216.790 最佳信 13,640 | | | @ @ C - MSMM | | 16.740 | | | | 25.09% | | 11.645 | | | | 14,75% | | 16.500 | | | | 219J% | | 16418 | | | | 210079. | | 14.344 | | | | 22,22% | | 14.7761 | | | | 我指出 ...

Core Viewpoint - Kaskela Law LLC is investigating the fairness of the proposed buyout of Guess? Inc. at a price of $13.00 per share, which may undervalue the company's shares significantly [1][3]. Group 1: Buyout Proposal Details - On March 17, 2025, Guess? announced a buyout proposal from WHP Global for unaffiliated shareholders at $13.00 per share [2]. - The proposed buyout price is significantly lower than Guess?'s 52-week high of over $33.00 per share [3]. - The buyout price is also below analyst price targets for Guess? shares, which exceed $18.00 per share [3]. Group 2: Investigation Purpose - The investigation aims to determine if the proposed buyout price is fair and represents adequate monetary consideration for Guess? shares [3]. - Shareholders are encouraged to contact Kaskela Law LLC for more information regarding their legal rights and options [4].

Core Viewpoint - Kaskela Law LLC has initiated an investigation into the fairness of the proposed buyout of Guess? Inc. to assess whether the buyout price adequately reflects the value of the company's shares [1][3]. Buyout Proposal - On March 17, 2025, Guess? announced a buyout proposal from WHP Global, offering $13.00 per share to unaffiliated shareholders [2]. - The proposed buyout price of $13.00 is significantly lower than Guess?'s 52-week high of over $33.00 per share [3]. - The buyout offer is also below analyst price targets for Guess? shares, which exceed $18.00 per share [3]. Investigation Purpose - The investigation aims to determine if the proposed buyout price is fair and provides sufficient monetary consideration for Guess? shareholders [3].

Financial Performance - For the three months ended May 3, 2025, net revenue increased to $647.8 million, up 9.4% from $591.9 million for the same period in 2024[13] - Gross profit for the same period was $258.5 million, resulting in a gross margin of approximately 39.9%, compared to $248.1 million and a gross margin of 41.9% in the prior year[13] - The company reported a net loss of $31.2 million, or $(0.65) per share, compared to net earnings of $15.9 million, or $0.24 per share, in the prior year[13] - The company reported a total comprehensive loss of $6.6 million for the three months ended May 3, 2025, compared to a comprehensive income of $16.5 million in the prior year[15] - For the three months ended May 3, 2025, the company reported a net loss of $31,239 thousand compared to a net earnings of $15,906 thousand for the same period in 2024, representing a significant decline[18] - The company reported net revenue of $647.8 million for the three months ended May 3, 2025, with product sales contributing $622.8 million[90] - The company reported a net income of $10 million for the quarter, compared to a net loss of $2 million in the same quarter last year[1] Assets and Liabilities - Total assets as of May 3, 2025, were $2.86 billion, an increase from $2.77 billion as of February 1, 2025[12] - Current liabilities decreased to $780.0 million from $831.3 million in the previous quarter[12] - The company’s inventories rose to $638.2 million, up 13.4% from $562.6 million in the previous quarter[12] - Cash and cash equivalents decreased to $151.2 million from $187.7 million in the previous quarter[12] - As of May 3, 2025, the company's cash and cash equivalents totaled $151.2 million, down from $241.7 million as of May 4, 2024, indicating a decrease of approximately 37.5%[34] - The company recorded a vendor consideration liability of $46.5 million related to the rag & bone acquisition, which will be amortized over five years[53] Operational Performance - Selling, general and administrative expenses increased to $286.5 million, compared to $266.8 million in the same period last year[13] - The company experienced a loss from operations of $33.3 million, compared to a loss of $19.9 million in the prior year[13] - Cash flows used in operating activities totaled $73,412 thousand for the three months ended May 3, 2025, compared to $22,921 thousand for the same period in 2024, indicating increased cash outflow[18] - The company experienced a notable increase in accounts receivable, which rose by $44,497 thousand to $84,513 thousand compared to $40,016 thousand in the prior year[18] - The company incurred total advertising expenses of $19.9 million during the three months ended May 4, 2024, compared to $25.3 million in the same period of the following year, reflecting a strategic reduction in marketing costs[93] Acquisitions and Investments - The company acquired all operating assets and a 50% interest in the intellectual property assets of the fashion brand rag & bone on April 2, 2024, expanding its market presence[25] - The company completed the acquisition of rag & bone for approximately $57.1 million, with potential earnout consideration of up to $12.8 million based on sales and EBITDA performance[48] - The total assets acquired from rag & bone amounted to $202.3 million, while total liabilities assumed were $96.8 million, resulting in a net asset value of $105.6 million[50] - The company incurred $5.6 million in transaction-related costs for the rag & bone acquisition during the three months ended May 4, 2024[54] Market and Growth Strategies - Market expansion efforts have led to a 25% increase in sales in the Asia-Pacific region[1] - The company is considering strategic acquisitions to bolster its market position, with a budget of $100 million allocated for potential mergers and acquisitions[1] - New product launches are expected to contribute an additional $50 million in revenue for the upcoming quarter[1] - The company provided an optimistic outlook for the next quarter, projecting a revenue increase of 10% to 12%[1] Cost Management and Efficiency - The gross margin improved to 45%, up from 42% in the previous year, indicating better cost management[1] - Operating expenses increased by 5% due to higher marketing costs associated with new product launches[1] - The company reported depreciation and amortization expenses of $17,826 thousand for the three months ended May 3, 2025, compared to $16,379 thousand in the same period of 2024[18] Shareholder Returns - The Company authorized a $200 million share repurchase program on March 25, 2024, with remaining authority to purchase approximately $139.8 million of its common stock as of May 3, 2025[73][74] - A special cash dividend of $2.25 per share was announced on March 20, 2024, in addition to a quarterly cash dividend of $0.30 per share[75] - The Company announced a regular quarterly cash dividend of $0.30 per share, to be paid on July 3, 2025, to shareholders of record as of June 18, 2025[200] Debt and Financing - The Company recorded a loss of $7.8 million from foreign exchange currency contracts not designated as hedging instruments during the three months ended May 3, 2025[199] - The 2023 Credit Facility was amended to increase the borrowing capacity from $150 million to $200 million, providing additional liquidity for operational needs[100] - The Company had $41.8 million in aggregate accruals for uncertain income tax positions as of May 3, 2025, up from $40.3 million as of February 1, 2025[84] Employee Compensation and Benefits - Share-based compensation expense for the three months ended May 3, 2025, totaled $5.526 million, compared to $4.691 million for the same period in 2024[133] - The Company has approximately $38.6 million of unrecognized compensation cost related to nonvested stock awards/units expected to be recognized over a weighted average period of two years[133] Risk Management - The Company continues to monitor macroeconomic conditions, including inflation and consumer spending declines, which are negatively impacting its business operations[30] - The Company has entered into interest rate swap agreements to convert floating-rate debt to fixed-rate, aiming to reduce variability in cash flows associated with interest payments[192]

Core Insights - Guess?, Inc. (GES) reported a year-over-year increase in top-line revenue for the first quarter of fiscal 2026, driven by the acquisition of rag & bone, although the bottom line showed a decline compared to the previous year [1][10] Quarterly Performance: Key Metrics & Insights - Adjusted loss per share was $0.44, better than the Zacks Consensus Estimate of a loss of $0.70, but worse than the adjusted loss of $0.27 in the same quarter last year [2][10] - Net revenues reached $647.8 million, a 9% increase year-over-year, surpassing the consensus estimate of $631 million; on a constant-currency basis, revenues rose 12% [2] - Gross margin decreased to 39.9% from 41.9% in the prior-year quarter, while adjusted SG&A expenses rose to 44% from 43.2% [3] Segmental Performance - Americas Retail segment revenues increased by 9% in U.S. dollars and 12% at constant currency, but retail comparable sales declined by 11% in U.S. dollars and 9% at constant currency [5] - Americas Wholesale revenues surged by 63% on a reported basis and 70% at constant currency, although the operating margin fell to 19.9%, down 2.8% year-over-year [6] - Europe segment revenues grew by 8% on a reported basis and 9% at constant currency, with retail comparable sales decreasing by 4% [7] - Asia revenues dropped by 20% on a reported basis and 16% at constant currency, with retail comparable sales down 24% [8] Financial Health Snapshot - The company ended the quarter with cash and cash equivalents of $151.2 million and long-term debt of approximately $241.7 million; stockholders' equity was around $483.6 million [11] - Net cash used in operating activities for the quarter was negative $73.4 million, with free cash flow also negative at $96.4 million [11] Future Expectations - For fiscal 2026, GES expects revenue growth between 5.5% and 7.4%, an increase from the previous outlook of 3.9% to 6.2% [13] - Adjusted EPS is projected to be between $1.32 and $1.64, down from the prior estimate of $1.32 to $1.76 [14] - For the second quarter of fiscal 2026, revenue growth is expected to be between 2.9% and 4.7%, with adjusted EPS ranging from 11 to 21 cents [15]

Financial Data and Key Metrics Changes - Total company revenues increased by 9% in U.S. dollars to $648 million, with a 12% increase in constant currency, primarily driven by the acquisition of Rag and Bone, which contributed nine points to constant currency growth [43][44] - Adjusted operating loss totaled $26 million, with an adjusted operating margin of -4%, reflecting a decline of 270 basis points compared to the previous year [51] - Adjusted diluted loss per share was $0.44, an increase from an adjusted loss per share of $0.27 in the prior year [51] Business Line Data and Key Metrics Changes - The core Guess business grew by 3% in constant currency, with wholesale businesses in Europe and The Americas offsetting negative comps from direct businesses [43][44] - In the Americas retail segment, revenues grew by 9% in U.S. dollars, reaching $157 million, driven primarily by the acquisition of Rag and Bone [46] - The European wholesale business posted mid-teen growth rates, while retail comps in Europe declined by 4% in U.S. dollars [9][44] Market Data and Key Metrics Changes - The Americas wholesale business saw a 63% increase in revenues in U.S. dollars, driven by Rag and Bone and higher shipments [48] - Revenues in Asia decreased by 20% in U.S. dollars, with significant declines in South Korea and China, where the company is constraining operations [49] - Licensing segment revenues declined by 14% to $25 million, with royalties from fragrances and footwear decreasing [50] Company Strategy and Development Direction - The company is focusing on improving retail productivity and brand awareness through increased marketing investments and a new customer loyalty program launched in Europe [19][20] - Strategic initiatives include enhancing supply chain capabilities, optimizing product assortments, and addressing pricing strategies to attract a broader customer base [21][22][23] - The company is examining its store portfolio to ensure each location serves a strategic purpose, with plans to close non-strategic stores in North America [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the integration of Rag and Bone and its contribution to growth, with expectations for the brand to exceed $320 million in revenue this year [65] - The company anticipates revenue growth for the full year in the range of 5.5% to 7.4%, driven by solid growth from European wholesale and the full-year impact of Rag and Bone [37][38] - Management acknowledged challenges in traffic and sales in Asia but remains committed to finding a partner to manage operations in that market [10][29] Other Important Information - The company ended the quarter with $638 million in inventory, a 15% increase in U.S. dollars, primarily to mitigate supply chain disruptions [52] - Capital expenditures for the quarter were $22 million, mainly for store remodels and technology investments [54] - The Board approved a regular quarterly cash dividend of $0.30 per share [55] Q&A Session Summary Question: Can you discuss the organic growth expectations for Rag and Bone? - Management expressed satisfaction with Rag and Bone's performance, expecting it to exceed $320 million in revenue this year, driven by strong wholesale and direct-to-consumer sales [63][65] Question: What is the outlook for the Americas retail business? - Management noted improvements in conversion rates and positive comps in women's apparel, despite ongoing traffic challenges [72][75] Question: How should investors think about inventory levels moving forward? - Management indicated that the current inventory increase is intentional to support business needs, with plans to streamline inventory levels once supply chain issues normalize [92][95]

Financial Data and Key Metrics Changes - Total company revenues increased by 9% in U.S. dollars to $648 million, with a 12% increase in constant currency, primarily driven by the acquisition of Rag and Bone, which contributed nine points to constant currency growth [42][43] - Adjusted operating loss totaled $26 million, with an adjusted operating margin of negative 4%, reflecting a decline of 270 basis points compared to the previous year [50] - Adjusted loss per share was $0.44, an improvement from an adjusted loss per share of $0.27 in the prior year [50] Business Line Data and Key Metrics Changes - The core Guess business grew by 3% in constant currency, with wholesale businesses in Europe and The Americas offsetting negative comps from direct businesses [42][43] - In the Americas wholesale segment, revenues increased by 63% in U.S. dollars to $101 million, driven by the addition of Rag and Bone and higher shipments [47] - The European retail segment saw a constant currency comp decrease of 4%, while the Americas retail segment experienced a 10% decline in constant currency comps [8][46] Market Data and Key Metrics Changes - The European wholesale business posted mid-teen growth rates, while the Asian market faced significant challenges, with revenues declining over 20% [6][9] - In Asia, revenues decreased by 20% in U.S. dollars to $58 million, with retail comps declining by 20% in constant currency [48] - Licensing segment revenues declined by 14% to $25 million, with royalties from fragrances and footwear decreasing [49] Company Strategy and Development Direction - The company is focusing on improving retail productivity, enhancing brand awareness, and optimizing its business model to improve profitability [15][24] - Strategic initiatives include increasing marketing investments, launching a customer loyalty program, and rebalancing product assortments to address pricing sensitivity [18][22] - The company is also examining its store portfolio and plans to reduce its North America store fleet by approximately 20 stores [27][28] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the potential for improved retail trends in the second half of the year, driven by marketing and productivity initiatives [36][59] - The company expects full-year revenue growth in the range of 5.5% to 7.4%, with adjusted operating margins between 4.4% and 5.1% [36][57] - Management acknowledged ongoing challenges in traffic and sales, particularly in Asia, but noted improvements in conversion rates and average unit retail [73][78] Other Important Information - The company ended the quarter with $638 million in inventory, a 15% increase compared to the previous year, primarily due to proactive measures to mitigate supply chain disruptions [51][94] - The transition to a new Chief Financial Officer, Alberto Toney, is expected to enhance operational efficiency and long-term value creation [38] Q&A Session Summary Question: Can you discuss Rag and Bone's organic growth expectations and the trajectory of the Americas retail business? - Management expressed satisfaction with Rag and Bone's performance, expecting it to exceed $320 million in revenue this year, driven by new store openings and strong wholesale growth [66][67] - For the Americas retail business, management noted ongoing traffic challenges but highlighted improvements in conversion rates and product assortment strategies [73][74] Question: How should we think about inventories for the rest of the year? - Management indicated that the 15% increase in inventory was intentional to support business needs and mitigate supply chain challenges, with plans to streamline inventory levels over the medium term [93][95] Question: Update on Guess? Jeans? - Management reported positive developments in the Guess? Jeans business, particularly in Europe, with ongoing improvements in product offerings and distribution [99]