Fossil Group, Inc.

Good afternoon, ladies and gentlemen, and welcome to the Fossil Group's second quarter 2025 earnings call. At this time, all parties are in listen-only mode. This conference call is being recorded and may not be reproduced in whole or in part without written permission from the company. Now, I'll turn the call over to Christine Greeney of the Blue Shirt Group to begin.

Hello, everyone, and thank you for joining us. With me on the call today is Franco Fogliato, Chief Executive Officer, and Randy Grebin, Chief Financial Officer. Before we begin, I would like to remind you that information made available during this conference call contains forward-looking information, and actual results could differ materially from those that will be discussed during this call. Fossil Group's policy on forward-looking statements and additional information concerning a number of factors that could cause actual results to differ materially from such statements is readily available in the company's Form 8-K, 10-Q, and 10-K reports filed with the FDC. In addition, Fossil assumes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information future events, or otherwise, except as required by law. During today's call, we will refer to constant currency results, as well as certain non-GAAP financial measures. Please note that you can find a reconciliation of actual results to constant currency results and other information regarding non-GAAP financial measures discussed on this call in Fossil's earnings release, which was filed today on Form 8K, and is available in the Investors section on FossilGroup.com. With that, I'll now turn the call over to Franco.

Thank you, Christine. Good afternoon, everyone, and thank you for joining us today. As noted in today's press release, we deliver second quarter financial performance above expectation, raise our four-year guidance, and announce the comprehensive debt refinancing. These developments reflect ongoing operational and financial momentum resulting from our turnaround plan. In Q2, our talented global teams drove a third consecutive quarter of both gross margin expansion and positive adjusted operating income against a complex macro backdrop. A few highlights from the quarter. Net sales trends reflect continuing improvement in the wholesale channel as well as better-than-expected comparable sales trends in our fossil retail stores. This is particularly meaningful given that we substantially lowered our promotional activity and took some strategic pricing action during the quarter. Importantly, we also fueled the strong bottom-line performance with gross margin of more than 57% and significant cost reduction, delivering positive adjusted operating income of $4 million. The results demonstrate the power of our rich brand heritage and the ability to connect with consumers around the world as we continue to execute under the three key pillars of our turnaround. refocusing on our core, right-sizing our cost structure, and strengthening our balance sheet. Next month will mark the completion of my first year at Fossil Group. Since joining the company last September, the pace of change has been fast and furious, and our progress has been notable. During this time, we have built a world-class leadership team, bringing fresh perspective to key function across the organization. Most recently, Laxmanan was appointed Chief Supply Chain Officer, bringing more than 20 years of expertise to the role. I'm thrilled about the team we have assembled and the way everyone has united around our game plan and strong desire to succeed. We have much more work ahead, but the opportunity is significant. We're operating with excellent focus and intention. Our year-to-date results, coupled with ongoing operating and financial rigor, position us to raise our outlook for full year 2025. We have increased our top-line guidance to the high end of our previous range, and now expect to deliver breakeven to slightly positive adjusted operating margins. We're making bold moves and it is clear that our actions are paying dividends. Now I will move to an update on the strategies driving our results. Looking at the strategies under our first pillar, refocusing on our core. Since we initiated this turnaround, we've been bringing a new fossil brand platform to life to elevate the design and storytelling and initiatives to create a standout experience for the customer. On the digital side, we recently launched a second phase of improvement under our website redesign. The site features richer storytelling and a more seamless customer journey designed to drive increased engagement times and higher conversion rate. I encourage you to visit Fossil.com where we recently refreshed our landing pages to highlight Fossil's innovation around core classics, elevating the traditional watch platforms that reflect our history of design and storytelling. On the product and marketing front, our engine is fired up. Fossil Traditional Watch Icons like the Neutra, Raquel, and Machine platforms were top performance in Q2. This collection reflects our heritage and remains an important part of our product pipeline. Equally important, we have a long history of on-trend collaboration that enables us to enhance our storytelling and drive brand heat. Our latest launches, Fossil Pro Shopee, Superman, and Fantastic Four have been standouts, drawing significant media attention, delivering outsized performance across our content channels and capturing consumer mindshare. This year, we're increasing our investment in upper funnel marketing initiatives to cultivate enthusiasm for the Fossil brand through unique and immersive experiences. Consistent influencer and in-person activation around key commercial and cultural moments globally have contributed to rising engagement rates, press impression, and improving top-line trends in traditional watches. In Q3, our global teams are getting up for the official worldwide launch of Nick Jonas as a Fossil Global Brand Ambassador. We have a series of exciting consumer activation and VIP events planned, which will kick off next week when we welcome consumer and fans to the Fossil Diner, a branded pop-up experience in New York City. We will be replicating a traditional New Jersey diner, bringing this to life in an iconic Manhattan space with exclusive merchandise and experiences. We will also be investing in a robust wholesale marketing strategy to support the campaign launch. This includes window takeovers at our wholesale partners globally, point-of-sale marketing, new fixtures, and improved storytelling collateral. We're pleased about the launch of this campaign, which represents a pivotal moment for Fossil. We're confident that Nick's global reach and influence will help us build increased awareness of the fossil brand, create excitement around our product offerings, and drive cultural relevance. Turning now to our core licensed brands, Armani, Coors, and Diesel. We're strengthening our position in the wholesale channel by investing in point of sale and in-store presentation. This is driving improved results in key markets, including the U.S., India, Germany, and the U.K., while China's performance remains under pressure by the macro environment. From a brand perspective, Kohl's and Armani Exchange both demonstrate year-over-year growth in the wholesale channel during the first half of the year, Our money performance was challenged in China. The brand grew in other key markets, including North America and EMEA in the first half. Next, we are remaining focused on optimizing our global wholesale footprint. We are prioritizing key geographies where we continue to see strengthening trends. This includes the Americas, where fossil traditional watches Sales were up double-digit in the second quarter, as well as India, where we are seeing strong momentum across brands and channels. Additionally, we are gaining traction quickly with our European distributor partners, driving increased sales and profitability in those geographies. Our aggressive actions to strengthen channel profitability are paying dividends. Our strategic decision to dramatically scale back promotional activity in our e-commerce channel is driving significant improvement in our gross margin profile and bottom line profitability. We're also seeing uplift in key performance indicators, including traffic quality and average unit retail in both our faucet stores and e-commerce sites. This is having a halo effect across other channels, most notably wholesale, were pleased to be leading by example with our return to a full price selling model, further demonstrating our commitment to strengthen our relationship with our wholesale partners. Looking at our fossil retail stores, we're continuing to optimize the portfolio through the closure of underperforming doors. In Q2, we exited an additional six locations. As part of our efforts to deliver an engaging shopping experience and improve fleet productivity, we have began prototyping our store of the future, which blends lifestyle selling, data-led decision-making, and purpose-driven strategy. The new program is shifting our selling culture to one that is rooted in proactive clienteling and outreach and prioritize personalized service and community. We started with a pilot in our home base of Dallas and are quickly expanding to more than 50 of our US stores this summer. The initial results are compelling. We're seeing month over month increased in conversion, average daily sales, and unit per transaction. We're planning to roll out the program to all of our North American location this year and have some pilot stores underway in EMEA. Turning to our second turn-around pillar, right-sizing fossil groups cost structure. We've taken action to strengthen our operating model and continue to act with financial rigor to position the business for long-term profitable growth. Our cost-cutting actions have generated nearly $50 million of savings in the first half of 2025, and we remain on track to capture full-year SG&A savings of $100 million. Additionally, we are continuing to evaluate incremental opportunities, including the potential sale of non-core assets. Lastly, I would turn to our third key pillar, strengthening the balance sheet. I'm pleased to share that we have successfully refinanced our revolving credited facility and entered into a transaction support agreement with our largest bondholders to amend and extend our bond maturities into 2029. This balance sheet transformation, which Randy will cover in more detail, will meaningfully improve our liquidity and provide us with added flexibility to execute our turnaround and return Fossil to a profitably growing cash-generating organization. We're incredibly grateful to our stakeholders for their support and appreciate their conviction in our team, our business plan, and our long-term vision. Looking ahead, I'm confident we have what is needed to win. World-class teams, a clear strategy, and a plan of action, a solid balance sheet, and a strong brand equity underpinned by 40-year orientation in watchmaking. As we face an increasingly complex environment, we're controlling what we can in leaning into our strengths. Halfway through the year, we're performing ahead of our expectations and gaining increasing traction against our initiatives. Importantly, as we continue on our path to restoring top-line growth, we're strengthening our underlying operating model and unlocking efficiencies, which is driving improved profitability. We greatly appreciate the support of our shareholders and look forward to keeping you updated on our progress. Now we turn the call over to Randy to review the second quarter financial and discuss our outlook.

Thank you, Franco, and good afternoon, everyone. We're pleased to have delivered another quarter of outperformance across the P&L as we continue to advance our turnaround strategies. As a result of our strong year-to-date performance, we're raising full-year guidance on the top and bottom line, with adjusted operating margin now expected to be break-even to slightly positive. Second quarter net sales sold $219 million, down 16% in constant currency and in line with our expectations. Second quarter gross margin extended 480 basis points compared to last year, coming in at 57.4%. You'll note that this is now the third consecutive quarter of meaningful gross margin expansion. The year-over-year increase primarily reflects higher product margins in our core categories, driven by improved product costings, our exit from connected watches, lower freight costs, and importantly, a completely refreshed philosophy with significantly lower reliance on discounts and promotions. We are proactively addressing the tariff landscape and remain confident that we can mitigate the full impact to our cost of goods sold in 2025. As a global organization with a flexible supply chain and significant scale, we are well positioned. We have several tactics in our arsenal, ranging from cost sharing with vendors to optimizing our sourcing allocations and distribution to strategic pricing actions. Specific initiatives include partnering with our long-standing suppliers to drive cost reduction on our key platforms, utilizing our strong supply base to optimize costs across multiple sourcing regions and supply chain tiers, leveraging our free trade zone status at our Dallas Distribution Center, and implementing surgical price increases. With respect to pricing, thus far, we have not seen any pushback from the consumer, which we view as a testament to our democratic pricing architecture. Continuing down the P&L and looking at operating expenses, our commitment to strict cost control was evident in the quarter. Our teams brought down SG&A by $32 million to $122 million, excluding an $11 million gain from the sale-leaseback of our European distribution center which we discussed on our May earnings call and, as expected, closed in Q2. As a percentage of sales, SG&A was 340 basis points lower versus prior year, coming in at 55.7%. The year-over-year improvement in SG&A is attributable to 44 fewer stores in operation versus a year ago, lower compensation and administrative expenses, and a planned decrease in performance marketing spend. On a year-to-date basis, we have delivered $48 million of SG&A savings, putting us well on track to capture our targeted full-year savings of $100 million. During Q2, we closed another six stores, bringing us to 34 closures year-to-date. We expect to close 45 to 50 locations this year as we work toward optimizing the fleet and improving productivity. As a reminder, virtually all of our store closures are occurring at natural lease expiration with minimal closing costs. Turning now to earnings, we delivered a third consecutive quarter of profitability. Second quarter adjusted operating income came in at positive $4 million compared to a loss of $17 million a year ago. This strength drove Q2 adjusted operating margin of 1.7%. Of note, adjusted operating income does not include the $11 million gain I just discussed. Moving to the balance sheet, we ended the quarter with $110 million in cash and cash equivalents, which includes more than $20 million from the sale defect of our German distribution center. Inventory levels were down 12% compared to the prior year and totaled $178 million. Most importantly, as Franco pointed out, subsequent to quarter end, we meaningfully strengthened the balance sheet, a critical pillar under our turnaround plan that we have been working with urgency to address. The comprehensive financing plan we announced today considerably improves our liquidity position and provides us with a runway to transform Fossil into a consistent profitable grower and strong cash flow generator. Let me unpack the mechanics of what we announced. We are pleased to have secured a new $150 million asset-based revolving credit facility with Aries Management Credit Fund, a best-in-class lender and partner. The new facility, which has a five-year maturity, is commensurate with the size of our current business, carries enhanced terms, and provides increased availability to meet our working capital needs. Concurrently, we have signed a transaction support agreement with our two largest bondholders to amend and extend the maturity on our 7% senior notes into 2029. We are pleased to have reached this collaborative agreement with these key stakeholders, which also includes their commitment to provide a cash backstop of $32 million in additional funding to further fuel our turnaround. Their support covers approximately 60% of our outstanding bonds, and we expect to launch a public exchange later this month to address the balance of our notes. We look forward to sharing the results of the exchange with the investor community prior to year end. Before moving to guidance, I'd like to underscore the importance of these balance sheet movements. As Franco mentioned, we are confident that we now have ample liquidity to affect our turnaround. A big thank you to our bondholders, advisors, and new partners. Turning now to guidance. Based on the results we're seeing from our turnaround initiatives and ongoing momentum across the business, we are raising our full-year outlook for 2025 as follows. We expect worldwide net sales to decline in the mid-teens, which includes approximately $40 million of impact related to retail store closures. This compares to prior guidance of a decline in the mid- to high-teens. We are also taking up our expectations on the bottom line, reflecting the combination of gross margin expansion and significant cost reduction. Our updated outlook calls for break even to slightly positive adjusted operating margins, which compares to prior guidance of negative adjusted operating margin in the low single digits. To provide more context, I'll speak to the cadence of profitability in the second half. First and foremost, we continue to expect to deliver healthy gross margins in the mid to upper 50s on a full year basis. From an accounting perspective, we recognize any minimum loyalty deficits in the second half of the year, the majority of which are reported in our third quarter. In 2025, the impact will be more significant than prior years due to our smaller sales base. Therefore, in Q3, we anticipate that gross margin and adjusted operating margin will decline on both a year-over-year and sequential basis. Excluding royalty shortfalls, we expect Q3 gross margin to increase versus prior year. Our turnaround efforts began to take root in Q4 of last year when we started to see meaningful gross margin expansion associated with our lower promotional full price selling strategies. Therefore, we expect a more comparable gross margin rate year over year in Q4 as the minimum royalty reductions we've agreed with our licensed partners benefit us moderately in 2025 and much more meaningfully in 2026, when we expect to bend the curve of these minimum royalty guarantee shortfalls. Implicit in our outlook is a return to positive adjusted operating income in the fourth quarter. In summary, we are entering the second half of the year with momentum from both an operational and financial perspective. Our teams are delivering strong execution against our turnaround pillars and are acting with financial rigor, remaining committed to driving long-term, profitable growth and building durable shareholder value.

Now I'll ask the operator to open the call to Q&A. Thank you.

We'll now begin the question and answer session. Your first question comes from the line of Francesco Marmo from Maxim Group. Your line is live.

Great, thank you. Hi, everybody. Thank you for taking the question and conversation on the quarter. Well, let's start from the ongoing impressive growth margins improvement. I understand that there's a lot of moving parts, but I was hoping you guys could focus a bit more on the impact of the of the changes in your promotional activity in your price increases. And I also was hoping you guys could give us some color if there was any impact from Paris.

Hi, Francesco. Thanks for the question. We're extremely pleased. As I mentioned, since I joined the company, for us it was very important to really move it into a full price model. And the full price model combined with the very strong work done by the supply chain teams has led to this improvement into gross margin, which we think, you know, we got in the mid to high 50s in a long-term perspective. We're very pleased. I would say what is very pleased in what we've seen over the last month since we've changed our strategy is that the Our brands are so strong that despite being less promotional, we haven't seen really any decrease. Consumers have been paying the value for the brand. They understand that the product has more value than what we were asking for, and they've been very resilient. So we've seen a strong increase in AUR. We're very pleased, and we believe that this is a new model that we can continue over the long run. Same on our supply chain, but I will ask Randy to jump in. He's going to give you an idea on all of the work that's been happening.

Yeah, thank you, Franco, and thank you, Francesco, very much for the question. To address specifically your question, we have not seen any negative impact in our gross margins year-to-date from tariffs. As I shared in my prepared remarks, we have a litany of strategies that we are employing to address tariffs, Obviously, that situation remains quite fluid with nearly daily or weekly changes. But as we've said in the past, and we continue to believe into the future, our diverse, sophisticated supply chain affords us with a number of levers that we can pull to effectively mitigate any sort of incremental tariff pressure. One thing that I do want to mention, though, because while tariffs right now are not currently a tailwind or a headwind that we're unable to manage through, we did want to make sure that folks understood the way in which minimum royalty guarantees do impact our business. We'd shared externally prior to this call that we'd achieved modest royalty reductions in 25 and meaningful royalty reductions in 26. That's why in Q3 in years past and certainly in 2025, we would expect a divot in our gross margin percentage from the recognition of those minimum royalty rate shortfalls. Our underlying margin rate remains quite strong, very much in line with the actions that Franco just articulated.

Okay, great. Thank you so much. That was extremely helpful. And then shifting gears one second, talking about wholesale, it looks like a pretty resilient part of your business, and it sounds like you guys are working closely with your partners. I was wondering whether you guys could give us some color on the initiatives you are taking and, in general, the trends that you're seeing in that channel. Thank you.

Yeah, great question, Francesco. Look, let me take the lead, and maybe Vani can give some color. We're excited. I've been in a roadshow since I joined the company talking to our, really, our largest partners globally. The love our partners have for our brands is extremely high, but they're also being very critical to all of us about our promotional activity, which led us to really start to lead by example. We're building great relationship. I think When I was talking to them early days, they loved my story. They said, we want to see action. We proved that in quarter four. They said, great, let's see the future. We proved in Q1, and we doubled down in Q2. And even last week, our teams were in New York meeting with the largest accounts. They've all been very complimentary. You guys are now leading the industry. By example, you're driving... stronger relationship. This is step number one. Step number two is about what we are doing to invest with them. And we've been very clear over the plan that Wholesale Channel was really a priority for the company. We are double down on investing in store presentation for this year. The project is really taking life now. with a lot of new features delivered to our accounts globally, as well as we are double down on activities from a marketing perspective. And I will mention the pretty soon launch of the Nick Jonas collaboration, which we are excited about hitting our wholesale partners globally. So we're building relationships. We know it takes time. We want to be credible. We want to be their best partner, and we will focus on continuing to do that. And we're seeing this paying off dividends.

Okay, great. Thank you very much, Franco.

And then if I have time, if I can make one more. So we're seeing anecdotal evidence of a renewed interest in traditional fashion watches among younger consumers. And then we've been following clearly the Fawcett brand really closely. And we noticed that several of the limited edition collaborations are actually sold out on your website. I'm talking about the Fantastic Four, Superman has SHIELD, and Minecraft. So I was wondering whether you guys saw any strengths in that younger consumer category? What kind of products are those customers more interested in? And then when it comes to the collaboration side of things, I was hoping you guys could give us an idea of the kind of initiatives you guys are undertaking to manage and promote those launches and how you see that brand momentum kind of reverberate across the broader offering on the fossil brands.

Great question. Thanks for asking. Look, we're definitely seeing a comeback of the traditional watch. I would say it's really different by region. Definitely very strong in India, in the Americas. We don't see that really happening in China. China has been still, even Sadoop has been a little better, but We still don't see those consumers there. From what we see is exciting because you see this new generation coming, and the relevance of the smartwatch for them is not quite there. The traditional watch becomes a necessity, a way to express themselves. They really don't need to take the smartwatch approach in general seriously. as I've done over the years or many other consumers have done over the years. So we're excited about the traditional watch coming back. I think collaborations are helping us to connect with some very key communities that drive brand awareness and brand momentum. I think we have an amazing team that has been able to refocus the business into what we are good on, which is really building great product and telling stories. And those communities and those collaborations are just helping us to tell a better story. You're right, I recall Minecraft, honestly, we didn't expect that. It was impressive. We were sold out within hours. Shelby. Superman. I'm really, really proud of the work the teams have done because it really has led Fossil to a different level, to a new level. But I'm also very excited about what's coming next. I'm going to be in New York next week, and I can't wait to see the new collaboration with Nick Jonas. This is going to be by far the biggest activation we've done for the fossil brand since years. So I look forward to tell more in the next call about the success of this collaboration.

Okay, great. Thank you very much, Franco. That was extremely clear. Thank you. Thank you, Francesco. There are no further questions for Q&A.

I'll turn the call back to management for closing comments.

Thank you, everyone, for joining today. We're excited about the future, and we're looking forward to see you and talk to you for Q3 earnings.

Thank you. This concludes the meeting. You may now disconnect. Please wait. The conference will begin shortly.