Earnings per Share

9 Months Ended

Oct. 29, 2022

On January 30, 2022, the Company adopted the authoritative guidance which simplifies the accounting for convertible instruments and contracts in an entity’s own equity using the modified retrospective method. Following adoption, diluted earnings per share related to the Notes is calculated using the if-converted method. The number of dilutive shares is based on the conversion rate associated with the Notes.

Prior to adoption, the Company applied the treasury stock method when calculating the potential dilutive effect of the Notes, if any. As the Company expects to settle the principal amount of its outstanding Notes in cash and any excess in shares, only the amounts in excess of the principal amount were considered in diluted earnings per share, if applicable. Refer to Note 1 and Note 10 for more information regarding the Notes.

In addition, the Company granted certain nonvested stock units, subject to certain performance-based or market-based vesting conditions, as well as continued service requirements through the respective vesting periods. These nonvested stock units are included in the computation of diluted net earnings per common share attributable to common stockholders only to the extent the underlying performance-based or market-based vesting conditions are satisfied as of the end of the reporting period, or would be considered satisfied if the end of the reporting period was the end of the related contingency period, and the results would be dilutive under the treasury stock method.

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


	Three Months Ended				Nine Months Ended
	Oct 29, 2022		Oct 30, 2021		Oct 29, 2022		Oct 30, 2021
Net earnings attributable to Guess?, Inc.	$	21,835	$	29,880	$	53,767	$	102,948
Less net earnings attributable to nonvested restricted stockholders	260		336		511		1,116
Net earnings attributable to common stockholders	21,575		29,544		53,256		101,832
Add interest expense related to the Notes	1,026		—		2,960		—
Net earnings attributable to common stockholders used in diluted computations	$	22,601	$	29,544	$	56,216	$	101,832

Weighted average common shares used in basic computations	53,894		64,373		57,300		64,248

Effect of dilutive securities:
Stock options and restricted stock units	1,309		1,479		1,506		1,645
The Notes	11,899		—		11,899		—
Weighted average common shares used in diluted computations	67,102		65,852		70,705		65,893

Net earnings per common share attributable to common stockholders:
Basic	$	0.40	$	0.46	$	0.93	$	1.58
Diluted	$	0.34	$	0.45	$	0.80	$	1.55

During the three months ended October 29, 2022 and October 30, 2021, equity awards granted for 1,319,998 and 1,341,973 shares, respectively, of the Company’s common stock and for the nine months ended October 29, 2022 and October 30, 2021, equity awards granted for 1,261,633 and 475,584 shares, respectively, of the Company’s common stock were outstanding but were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding because the assumed proceeds, as calculated under the treasury stock method, resulted in these awards being antidilutive. For the three and nine months ended October 29, 2022, the Company excluded 594,985 nonvested stock units which were subject to the achievement of performance-based or market-based vesting conditions from the computation of diluted weighted average common shares and common equivalent shares outstanding because these conditions were not achieved as of October 29, 2022. For the three and nine months ended October 30, 2021, there were 465,590 nonvested stock units subject to the achievement of market-based vesting conditions that were excluded from the computation of diluted weighted average common shares and common equivalent shares outstanding as the respective conditions were not achieved as of October 30, 2021.

Warrants to purchase approximately 11.6 million shares of the Company’s common shares at an initial strike price of $46.88 per share were outstanding as of October 29, 2022 and October 30, 2021. These warrants were excluded from the computation of diluted earnings per share since the warrants’ adjusted strike price was greater than the average market price of the Company’s common stock during the three and nine months ended October 29, 2022 and October 30, 2021.