Fossil Group, Inc.

Good afternoon, ladies and gentlemen, and welcome to the Fossil Group third 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 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 SEC. 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 FossilBrews.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. I'm pleased to open this call with the headline that we have successfully transformed our balance sheet, marking a major milestone under our turnaround plan. We announced today the completion of our bond restructuring, which extends our debt maturity to 2029 and brings more than $32 million of new capital to the business. Strengthening the bond sheet was one of the three pillars under our turnaround plan and has been a major focus of our team over the past year. After months of hard work and with the support of key stakeholders, we now have the financial flexibility needed to drive the business forward and turn the page to our next phase of long-term value creation. Another noteworthy achievement I want to highlight is Fossil's second consecutive year on Time Magazine list of world's best brands. For 2025, Fossil made every country list survey, ranking as the number one watch brand in Germany number two in the U.S., number five in both the U.K. and Mexico. We're incredibly proud of this recognition by consumers around the world, which speaks to fossil-rich manufacturing and storytelling heritage. Importantly, this achievement comes against the backdrop of a strengthening watch market globally. U.S. Circana data from Q3 2020 highlights indirect market growth versus last year of low single digits, with the department and specialty store channel up low double digits. For the fossil brand in Q3, we saw traditional watch sales trending better than the market, up high double digits in these channels. This fundamental industry and brand strength underpins the ongoing success of our tournament plan. Moving now to our Q3 results, we're pleased to have delivered another quarter of strong financial performance. We narrowed our sales decline to 7%, reflecting year-over-year improvement in both the wholesale channel and our fossil retail stores. Global growth in the wholesale demonstrates continuing strength from our strategic initiatives as well as the shift in the timing of certain shipments from Q4 into Q3. A key call-out this quarter is the quality of sales. Average unit retail is higher in both our wholesale and direct-to-consumer channels, reflecting a strong combination of lower promotional activity, product mix, and pricing architecture. Third quarter gross margin remains strong, notwithstanding the recognition of minimum royalty deficit, which Randy will cover during his remarks. Our focus on full price selling has fundamentally changed the margin structure of the business, positioning us to return Fossil Group to a best-in-class gross margin profile in the mid-50s this year. During Q3, our disciplined approach to promotion and strict cost control translated to the bottom line. where we substantially narrowed our adjusted operating loss year over year. The improvement on a year-to-date basis is even more pronounced, moving from a loss of $58 million in the first nine months of 2024 to nearly break-even for the same period in 2025. For full year 2025, we expect to achieve a break-even to slightly positive adjusted operating margins. Our teams are continuing to deliver sharp execution across our three turnaround pillars, refocusing on our core, right-size our cost structure, and strengthen the balance sheet. Looking at the strategy under our first pillar, refocusing on our core, over the past nine months, we have reunited our design and storytelling engines to build a robust fossil-brand platform for the future. In Q3, Nick Jonas officially took the helm as a fossil global brand ambassador. Since the August launch, the worldwide campaign has generated nearly 6 billion impressions. We kicked off with a one-day event for France and media in New York City, which included a surprise appearance by Nick, followed by regional events in major cities, including Berlin, Manila, Mumbai, and Paris. Simultaneous with the campaign launch, we partnered with Nick to introduce an exclusive product line for Fossil. This bold and nostalgic collection has exceeded our expectations in its first few months. Also compelling, some of the best-selling items serve for $300-$400, a much higher price point for Fossil, which is driving higher average unit retail. Additionally, Nick's global reach and influence is attracting a younger male democratic to Fossil. Together, the campaign and product launches will generate positive global press coverage and draw the incremental traffic to both our website and stores. In addition to the success of our new collection with Nick Jonas, Fossil collaboration with Fantastic Four and Galactus have been standout performance in key markets globally. In the U.S., Fantastic Four sold out during our early access event online. It was out of stock in stores within week one. In EMEA, the collaboration sold out online within three days. Galactus was also a tremendous success selling out online in both the U.S. and EMEA on day one. For the upcoming holiday season, we will continue to amplify the Nick Jonas collection and position Fossil at the center of key shopping moments. Initial trends in our DTC channels indicate that our holiday collation is resonating with consumers with momentum building week over week. We will be extending that energy globally with initiatives like our immersive pop-up in Les Marais in Paris during December, which is designed to showcase fossil gifting spirit in a culturally relevant way. Across markets, we're staying committed to brand investment, working closely with media and PR partners to build awareness, desiderability, and brand heat. Turning now to our co-licensed brand, Armani Coals & Diesel. We're continuing to generate improved performance in key markets across the Americas, EMEA, and Asia, driven by product innovation as well as our investments in point-of-sales and in-store presentations. From a brand perspective, Coarse, Armani Exchange, and Diesel all demonstrated year-over-year growth in the wholesale channel during the first nine months of the year, while the Armani brand remained pressured by the macro environment in China. Next, we continue to make progress towards optimizing our global wholesale footprint, which can be seen in many of our leading indicators. During the third quarter, the wholesale channel increased mid-single-digit globally, with notable strength in the EMA and Asia region. In the US, traditional watch performance was up slightly in wholesale, while the fossil brand grew double-digit. Within Asia, both India and Japan grew double-digit. We recently strengthened our team in Asia with the appointment of Devin Leong as a general manager of the region. Devin is a seasoned leader who will advance our global commercial strategy to drive and enhance market presence and accelerate growth across the region. In ANA, the transition to a distributor-led model in select European markets is enabling us to simplify our operation while driving increased sales and profitability. Most recently, we signed a new distribution agreement with Morellato Group in Italy, which takes effect January 1, 2026. Modelato brings decades of expertise in watches and jewelry, along with a deep understanding of local markets, which is expected to help us extend our reach and fuel long-term profitable growth in this key geography. Thus far, we have transitioned six European markets to a distributor model and will continue to evaluate opportunities to drive scalable growth in highly relevant markets going forward. As I mentioned earlier, our initiative to strengthen channel profitability are returning the business to a healthy gross margin profile. This is primarily being driven by our commitment to a full price of selling model, which was one of the first major initiatives we put into place when I joined the company a little over one year ago. This discipline is driving improved traffic quality at both our fossil stores and e-commerce website, while also generating higher average unit retail. Traffic and conversion trends in our fossil retail stores improved notably in Q3, with particular strength in the U.S. as our new clientele initiative started to gain traction. Our store of the future, which we discussed in our Q2 learning call, has been rolled out to all of our U.S. stores in over a dozen EMEA locations. The mission behind this new concept is to deliver a standout experience for the customer. We have remade retail to meet the evolving needs of today's guests, empowering stores to shine as a distinctive, experience-driven destination where personalized service leads, community matters, and strong results follow. We believe we can unlock profitable sales growth by blending lifestyle selling, data-informed decision, and a purpose-driven strategy with the goal of creating meaningful impact beyond the sale. The initial results are compelling for driving increased traffic to our store, fueling higher average order value, and attracting new customers. Looking now at our second turnaround pillar, right-sizing fossil growth cost structure. We're taking these actions to strengthen our operating model and continue to act with financial rigor to position the business for long-term profitable growth. Year-to-date, we have generated over $60 million in cost savings and reduced our SG rate by 260 basis points on a 10% sales decline achieving better leverage on our cost structures as we transform the business. Lastly, I'm happy to reiterate that we have delivered on our third key pillar, strengthening the balance sheet. This week marks a significant turning point of our business and sets us up for the long-term success. Randy will share more details with you in just a few moments. Entering the final month of the year, we are reiterating our financial guidance and remain confident in our path to drive profitable growth. We have strengthened our core, the turn to healthy gross margin profile, right-sized our cost structure, improved working capital management, and fortified our balance sheet. While there are a number of successes to celebrate, we are clear about what we have yet to accomplish. Our teams are energized by the opportunity in front of us and committed to delivering flawless execution as we strive to build a stronger policy group and deliver value to all of our stakeholders. Now I will turn the call over to Randy to review the third quarter financial and discuss our outlook.

Thank you, Franco, and good afternoon, everyone. We delivered strong Q3 performance, reflecting another quarter of progress and momentum under our turnaround plan. Third quarter net sales totaled $267 million, down 7% in constant currency versus prior year. This is slightly ahead of our expectations, reflecting ongoing traction from our turnaround initiatives as well as a shift in the timing of some wholesale channel shipments from Q4 into Q3. Gross margin in the third quarter came in at 48.7%. That's down 70 basis points versus last year, and more meaningfully on a sequential basis. There are so many positive proof points with respect to our turnaround taking root that were offset by the minimum royalty shortfall show up I spoke about on our last call, but I'd like to take a moment to talk about that. Our focus on full price selling has fundamentally changed our margin architecture. With a reduction in discount rate of more than 50% versus last year, on fossil brand e-commerce sales in Q3 being just one example. Our sourcing initiatives resulted in improved product margins in our core categories driven by optimization of our supply chain and successful negotiation with key suppliers in all categories. We have retooled our open to buy process, distorting our investments deeper into best sellers and driving more efficient inventory turns and productivity. We implemented targeted price increases and to date have not seen any meaningful reduction in purchase behavior or any notable volume shifts. And lastly, we drove an increased mix of higher margin traditional watch sales. All of these actions helped us mitigate expected tariff headwinds in the quarter. However, the aggregate benefits from these moves was offset in Q3 by the impact of licensed brand minimum royalty payment drops. As we discussed on our August earnings call, from an accounting perspective, we have historically recognized any minimum royalty deficits in the second half of the year, the majority of which were recorded in our third quarter. Because of our smaller sales base, this year the impact was more pronounced. It's worth noting that underlying gross margins improved in Q3 compared to the prior year, but the improvement was offset by the impact of royalties. It's also worth repeating my comments from our August call. While we did receive some minimum royalty reductions with our key license partners that benefit us moderately in 2025, we have agreed on significantly more meaningful reductions for 2026 when we expect to materially reduce the Q3 minimum royalty guarantee shortfalls that we've experienced as our licensed business has contracted. Our turnaround initiatives are foundational and have resulted in a structurally higher margin business Therefore, we continue to expect full-year gross margin to be in the mid-50s, caveating, of course, that the tariff environment remains quite fluid. Turning now to operating expenses, we continue to demonstrate exceptional expense management in the quarter. We lowered SG&A expenses by 10% versus prior year, primarily driven by our cost reduction initiatives. As a percentage of sales, SG&A leveraged by 160 basis points versus prior year, coming in at 54.3%. The year-over-year improvement can be traced to 47 fewer stores in operation versus a year ago and lower compensation and administrative expenses. During Q3, we closed another 10 stores, bringing us to 44 closures year-to-date, all occurring at natural lease expiration with minimal closing costs. Our teams are continuing to act with discipline, enabling us to deliver meaningful SG&A savings of over $60 million year-to-date in 2025. Looking now at earnings, as we anticipated, the impact to gross profit from the minimum royalty deficit resulted in an adjusted operating loss for the quarter. Nevertheless, we substantially narrowed Q3 adjusted operating loss to $15 million and $22 million a year ago. Moving to the balance sheet, we ended the quarter with $102 million of liquidity, including $80 million in cash and cash equivalents. Liquidity was down sequentially from Q2, reflecting the planned ramp-up in marketing spend and the normal cadence of seasonal working capital movements. That said, comparisons to prior periods are somewhat distorted by the transition to the new ABL facility reported on our last call and entered into during the quarter. This new structure is more efficient and purpose-built to align with the scale and seasonality of our business. Importantly, the facility carries a five-year maturity. Quarter-end inventory totaled $167 million, down 26% year-over-year, consistent with our expectations. Cash conversion performance remains on track, supported by ongoing initiatives aimed at reducing structural cash volatility and driving more consistent free cash flow generation. Overall working capital discipline continues to improve. Global net working capital declined by approximately $90 million year over year, reflecting lower inventory levels and tighter management of receivables and payables across the organization. Turning now to our balance sheet transformation. To echo Franco's sentiment, we are thrilled to have reached a major turning point with respect to the capital structure of the company delivering on the third pillar under our turnaround plan. We successfully completed the exchange of our 7% senior notes due 2026 for new 9.5% notes due 2029, which extends the maturity of our debt by three years and comes with $32.5 million in incremental new money financing. Further, the completed exchange gives the company expanded access to availability under our $150 million asset-based credit facility, which had been partially restricted pending the completion of the exchange offer. With the completion of the refinancing, we believe Fossil Group has the balance sheet fortitude necessary to advance the business on a path to profitable growth and positive free cash flow. Our refinancing was an all-hands effort by our internal teams and our collections of world-class advisors. We're thankful for the conviction that our note holders and lenders have in our company and are excited to have completed this critical turnaround pillar. Based on our ongoing business momentum and strong execution of our turnaround plan, we are reiterating our full year guidance. Worldwide net sales are expected to decline in the mid-teens, which includes approximately $40 million of impact related to store closures, and adjusted operating margin is expected to be break-even to slightly positive. Importantly, in the fourth quarter, we anticipate gross margin will be similar to last year, which combined with ongoing expense control is expected to drive positive adjusted operating margin. We're pleased with the meaningful progress we've made year-to-date and remain focused on driving durable growth and building long-term value for our shareholders.

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

At this time, I would like to remind everyone, in order to ask a question, press star, then the number one on your telephone keypad. We'll pause for just a moment to compile the Q&A roster. And your first question comes from the line of Francesco Marmo with Maxim Group.

Hi, it's Francesco. Thank you for taking my question. Congratulations on the quarter and on the bond exchange. Three quick ones for me, if I may. So first of all, your wholesale grew 3% in constant currency, while store comps was down 22%. Can you please help us understand why it's driving that gap? And I was wondering if you guys could give us some color around any regional difference. Maybe there's some region that might be more retail heavy than us.

Thank you. Francesco, thank you for the question. We missed the first part of it. Could you please repeat it?

Sure. So the wholesale channel grew 3% in cost of currency, while store comps fell 22%. I was hoping you guys could help us understanding the difference between the two channels.

Yes, absolutely. I just want to correct one point. When you talk about the store comps declining, that's not store comps. That's our full direct-to-consumer. We're actually quite pleased with the performance of our physical fleet. Our stores are performing quite well. As we've talked about in prior calls, the company has intentionally shrunk its e-commerce business as we've changed the full promotional strategy to drive really better margin architecture and more sales. So you have to look at it, we have to look at it really on a channel-by-channel basis. To your point, wholesale is performing quite well, and then when you deconstruct direct-to-consumer, we're very pleased with our store performance, and our e-commerce business is performing absolutely in line with our expectations, which was to be smaller. With respect to regions, I'll hand it to Franco.

Yeah, look, Francesco, I think let me recall probably one of the first calls I did when I joined the company. We clearly said that our retail direct-to-consumer was very promotional, was driving the entire AUR marketplace price down. And we took a cease, I would say, towards the end of quarter four last year, we changed completely the policy. And we said that we're going to reduce dramatically the promotional activity. We've been performing very well to the point, honestly, that the wholesale came back probably faster than what we were expecting. Our retailers, our customers and partners have been very pleased with our policies, very encouraged. I remember the first time I met with them, they were like, oh, We already heard that story, and now they're seeing that we're very consistent with what we said, to the point that they're growing the business with us and are very willing to invest with us going forward. Our DTC will continue. I think it will find it's performing well from a comp perspective. We are driving AUR higher. We're driving, we're converting better than what we use because we have initiative like store of the future. And we're pretty pleased with that. Now, performances have been very different depending by region. I think from a DTC perspective, our store have been performing better than what we anticipated in the US. We still see a little weakness out of some of our retail in Asia, while in general, India remains strong. So those are kind of trend we see probably common to the watch industry. With really U.S. coming back, Asia is still pretty challenging. Even if we said we would see some improvement, but India is continuing to perform strong.

Okay. Thank you. That makes a lot of sense.

This is great, leading to my next question. Asia actually is called... I would say positive growth in constant currency. I think it was like flat overall in reported currency. There was strength in traditional watches. There was strength in jewelry and even gross margin expansion for the region. I was wondering whether you guys could give us some clear around what's happening in the region.

Sorry, Francesco. Once again, we missed the first part of your question. If you could please repeat it.

Okay. Sure. I was asking about Asia. The Asian region seems particularly solid this quarter with positive cost and currency growth, strength in traditional watches and jewelry, and growth margin expansion. I was wondering if you guys could give us some color, clearly you're from India, but anything else will be appreciated. Thank you.

No, thanks for asking. It's a great question. Luca, we're pleased. The region performances have been led by India. We continue to be extremely positive, not only about our leading position in India, but we have a very strong team, very strong recognition. Our retail performed well, and the market is growing. So it's really a combination of the perfect storm from that perspective, and we are one of the leading companies there, no doubt about that. We've seen, I would say maybe, we still are shrinking in China, honestly. The market is better, but still not into positive growth. And we've been also taking a policy of being less promotional to drive improving gross margin. And I think that's also helping. And I would say the other market which has been pretty pleased has been Japan. You know, honestly, Japan was one of the question marks we had 12 months ago when I joined the company. We have a strong team there. Our brands are performing well. In particular, diesel is very strong in the region, and we're very encouraged about the opportunities there. We have a new leader there. for the region, Devin Leong joined early October. We're very excited because we needed that leadership to come from the region. He's a very strong leader and we're very encouraged. So look, it's good to see Asia performing better and performing well. It's definitely led by India, but also pleasing to see Japan doing well and China maybe seeing some better soon.

Okay, great. Thank you. And then if I may, one last question that has to do with your inventory position. Your inventory appears leaner every quarter, which is great. I was wondering whether you guys could give us a sense for what initiatives are driving this improvement and also how this tighter inventory position fits within your broader distribution and promotional strategy.

Thank you. It's a great question. Let me take a A general view, and then I'll let Randy and Joss get in. Look, we're very pleased. I think we're very, you know, I made it clear we're going to be a smaller company, but we're going to be a lot more profitable than what we used to be. And I think the working capital position, the inventory control, you know, we had the sales down 7% in the quarter, but inventory was down 26%. we've reduced the number of SKUs, we're focusing on what matters, we're really driving stories that count. All of this comes together with a higher gross margin, comes together higher AUR and drives the company in a better position. Would I expect this to continue forever? No, we will invest going forward. We believe we will perform a very clean inventory, both on what we own and what sits in our retailers. We manage inventory together with them. Our sales are performing well. We're very encouraged. And the fact that we fixed the balance sheet is also helping a lot to drive our investment from a strategic perspective. I will ask Randy maybe to comment a little more into the details.

Francesco, I'm so glad that you asked the question because it gives us an opportunity to acknowledge the work that the organization has done really across the globe to manage working capital in a significantly tighter fashion. We're proud of the work that we've done as it relates to overhauling the way we think about open to buy, the way in which we think about where we lean in on product investment. And the wonderful byproduct of all of this is not only has working capital become quite more efficient, but we've managed to increase availability of products at the same time. So we're ordering the right inventory, getting it to the right place, and it's a comprehensive effort that is nice to be seeing bearing fruit.

Right. Thank you very much.

At this time, there are no further questions. I will now turn the call back over to management for closing remarks.

Thank you, everyone, for joining us today. This has been an exciting earning call, an exciting week. We have announced a new milestone, the company with a stronger balance sheet. We're looking forward to meet everyone for the quarter four earning call, and we wish everyone happy holidays.

Ladies and gentlemen, this concludes today's conference call. You may now disconnect.