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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
__________________________________________________________________ 
FORM 10-Q 
__________________________________________________________________
 
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended: October 1, 2022
 
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                     to                    
 
Commission file number: 001-41040 
__________________________________________________________________ 
fosl-20221001_g1.gif
FOSSIL GROUP, INC.
(Exact name of registrant as specified in its charter)
 __________________________________________________________________
Delaware 75-2018505
(State or other jurisdiction of
incorporation or organization)
 (I.R.S. Employer
Identification No.)
   
901 S. Central Expressway,Richardson,Texas 75080
(Address of principal executive offices) (Zip Code)
(972) 234-2525
(Registrant’s telephone number, including area code) 
__________________________________________________________________ 
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTicker SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareFOSLThe Nasdaq Stock Market LLC
7.00% Senior Notes due 2026FOSLLThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes  No 




 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act (check one):
Large accelerated filer Accelerated filer
   
Non-accelerated filer  Smaller reporting company
Emerging growth company
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No 

The number of shares of the registrant’s common stock outstanding as of November 2, 2022: 51,836,456




FOSSIL GROUP, INC.
FORM 10-Q
FOR THE FISCAL QUARTER ENDED OCTOBER 1, 2022
INDEX





























Trademarks, service marks, trade names and copyrights

We use our FOSSIL, MICHELE, RELIC, SKAGEN and ZODIAC trademarks, as well as other trademarks, on certain watches and smartwatches, our FOSSIL and SKAGEN trademarks on jewelry, and our FOSSIL trademark on leather goods and other fashion accessories in the U.S. and in a significant number of foreign countries. We also use FOSSIL, SKAGEN, WATCH STATION INTERNATIONAL and WSI as trademarks on retail stores and FOSSIL, SKAGEN, WATCH STATION INTERNATIONAL, WSI, MISFIT, ZODIAC and MICHELE as trademarks on online e-commerce sites. This filing may also contain other trademarks, service marks, trade names and copyrights of ours or of other companies with whom we have, for example, licensing agreements to produce, market and distribute products. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to or incorporated by reference into this report may be listed without the TM, SM, © and ® symbols, as applicable, but we will assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors, if any, to these trademarks, service marks, trade names and copyrights.




PART I—FINANCIAL INFORMATION

Item 1. Financial Statements
FOSSIL GROUP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
UNAUDITED
IN THOUSANDS
October 1, 2022January 1, 2022
Assets  
Current assets:  
Cash and cash equivalents$162,612 $250,844 
Accounts receivable - net of allowances for doubtful accounts of $15,025 and $16,388, respectively
214,987 255,131 
Inventories452,747 346,850 
Prepaid expenses and other current assets184,964 169,930 
Total current assets1,015,310 1,022,755 
Property, plant and equipment - net of accumulated depreciation of $418,090 and $436,663, respectively
77,379 89,767 
Operating lease right-of-use assets 156,448 177,597 
Intangible and other assets-net65,849 78,600 
Total long-term assets299,676 345,964 
Total assets$1,314,986 $1,368,719 
Liabilities and Stockholders’ Equity  
Current liabilities:  
Accounts payable$204,040 $229,877 
Short-term and current portion of long-term debt354 554 
Accrued expenses:  
Current operating lease liabilities48,238 58,721 
Compensation40,072 73,595 
Royalties21,380 38,714 
Customer liabilities 34,671 40,886 
Transaction taxes8,293 17,147 
Other43,430 46,675 
Income taxes payable28,249 29,478 
Total current liabilities428,727 535,647 
Long-term income taxes payable24,069 20,452 
Deferred income tax liabilities458 504 
Long-term debt293,583 141,354 
Long-term operating lease liabilities151,928 174,520 
Other long-term liabilities25,988 30,884 
Total long-term liabilities496,026 367,714 
Commitments and contingencies (Note 13)
Stockholders’ equity:  
Common stock, 51,827 and 52,146 shares issued and outstanding at October 1, 2022 and January 1, 2022, respectively
518 521 
Additional paid-in capital304,498 300,848 
Retained earnings184,909 229,132 
Accumulated other comprehensive income (loss)(96,876)(67,275)
Total Fossil Group, Inc. stockholders’ equity393,049 463,226 
Noncontrolling interests(2,816)2,132 
Total stockholders’ equity390,233 465,358 
Total liabilities and stockholders’ equity$1,314,986 $1,368,719 
 
See notes to the unaudited condensed consolidated financial statements.
5



FOSSIL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS)
UNAUDITED
IN THOUSANDS, EXCEPT PER SHARE DATA
 
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Net sales$436,271 $491,827 $1,183,292 $1,265,808 
Cost of sales216,651 232,305 588,010 601,857 
Gross profit219,620 259,522 595,282 663,951 
Operating expenses:  
Selling, general and administrative expenses196,530 205,718 591,521 593,522 
Other long-lived asset impairments608 551 1,060 6,314 
Restructuring charges— 5,447 5,438 18,716 
Total operating expenses197,138 211,716 598,019 618,552 
Operating income (loss)22,482 47,806 (2,737)45,399 
Interest expense5,127 6,422 13,445 20,284 
Other income (expense) - net(1,859)(482)(1,915)882 
Income (loss) before income taxes15,496 40,902 (18,097)25,997 
Provision for income taxes9,214 8,978 15,904 19,177 
Net income (loss)6,282 31,924 (34,001)6,820 
Less: Net income (loss) attributable to noncontrolling interests433 504 738 1,032 
Net income (loss) attributable to Fossil Group, Inc.$5,849 $31,420 $(34,739)$5,788 
Other comprehensive income (loss), net of taxes:  
Currency translation adjustment$(13,465)$(3,237)$(37,437)$(12,293)
Cash flow hedges - net change3,668 2,085 7,836 3,607 
Total other comprehensive income (loss)(9,797)(1,152)(29,601)(8,686)
Total comprehensive income (loss)(3,515)30,772 (63,602)(1,866)
Less: Comprehensive income (loss) attributable to noncontrolling interests432 504 738 1,032 
Comprehensive income (loss) attributable to Fossil Group, Inc.$(3,947)$30,268 $(64,340)$(2,898)
Earnings (loss) per share:  
Basic$0.11 $0.60 $(0.67)$0.11 
Diluted$0.11 $0.60 $(0.67)$0.11 
Weighted average common shares outstanding:  
Basic51,825 52,141 51,843 51,900 
Diluted52,052 52,766 51,843 52,738 
 
See notes to the unaudited condensed consolidated financial statements.
6



FOSSIL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
UNAUDITED
IN THOUSANDS

For the 13 Weeks Ended October 1, 2022
 Common stockAdditional
paid-in
capital
Treasury
stock
Retained
earnings
Accumulated
other
comprehensive
income
(loss)
Stockholders'
equity
attributable
to Fossil
Group, Inc.
Noncontrolling interestTotal stockholders' equity
SharesPar
value
Balance, July 2, 202251,807 $518 $304,775 $— $179,060 $(87,079)$397,274 $(3,249)$394,025 
Common stock issued upon exercise of stock options, stock appreciation rights and restricted stock units22 — — — — — — — — 
Acquisition of common stock for employee tax withholding(13)— — (13)— (13)
Retirement of common stock(2)— (13)13 — — — — — 
Stock-based compensation— — (264)— — — (264)— (264)
Net income (loss)— — — — 5,849 — 5,849 433 6,282 
Other comprehensive income (loss)— — — — — (9,797)(9,797)— (9,797)
Balance, October 1, 202251,827 $518 $304,498 $— $184,909 $(96,876)$393,049 $(2,816)$390,233 

For the 13 Weeks Ended October 2, 2021
 Common stockAdditional
paid-in
capital
Treasury
stock
Retained
earnings
Accumulated
other
comprehensive
income
(loss)
Stockholders'
equity
attributable
to Fossil
Group, Inc.
Noncontrolling interestTotal stockholders' equity
SharesPar
value
Balance, July 3, 202152,127 $521 $295,704 $— $178,066 $(66,434)$407,857 $1,470 $409,327 
Common stock issued upon exercise of stock options, stock appreciation rights and restricted stock units21 — — — — — — — — 
Acquisition of common stock for employee tax withholding— — — (56)— — (56)— (56)
Retirement of common stock(5)— (56)56 — — — — — 
Stock-based compensation— — 2,857 — — — 2,857 — 2,857 
Net income (loss)— — — — 31,420 — 31,420 504 31,924 
Other comprehensive income (loss)— — — — — (1,152)(1,152)— (1,152)
Balance, October 2, 202152,143 $521 $298,505 $— $209,486 $(67,586)$440,926 $1,974 $442,900 
For the 39 Weeks Ended October 1, 2022
 Common stockAdditional
paid-in
capital
Treasury
stock
Retained
earnings
Accumulated
other
comprehensive
income
(loss)
Stockholders'
equity
attributable
to Fossil
Group, Inc.
Noncontrolling interestTotal stockholders' equity
SharesPar
value
Balance, January 1, 202252,146 $521 $300,848 $— $229,132 $(67,275)$463,226 $2,132 $465,358 
Common stock issued upon exercise of stock options, stock appreciation rights and restricted stock units896 (9)— — — — — — 
Acquisition of common stock for employee tax withholding— — — (12,443)— — (12,443)— (12,443)
Retirement of common stock(1,215)(12)(2,947)12,443 (9,484)— — — — 
Stock-based compensation— — 6,606 — — — 6,606 — 6,606 
Net income (loss)— — — — (34,739)— (34,739)738 (34,001)
Other comprehensive income (loss)— — — — — (29,601)(29,601)(29,601)
Distribution of noncontrolling interest earnings— — — — — — — (5,686)(5,686)
Balance, October 1, 202251,827 $518 $304,498 $— $184,909 $(96,876)$393,049 $(2,816)$390,233 
7



For the 39 Weeks Ended October 2, 2021
 Common stockAdditional
paid-in
capital
Treasury
stock
Retained
earnings
Accumulated
other
comprehensive
income
(loss)
Stockholders'
equity
attributable
to Fossil
Group, Inc.
Noncontrolling interestTotal stockholders' equity
SharesPar
value
Balance, January 2, 202151,474 $515 $293,777 $— $203,698 $(58,900)$439,090 $942 $440,032 
Common stock issued upon exercise of stock options, stock appreciation rights and restricted stock units857 (8)— — — — — — 
Acquisition of common stock for employee tax withholding— — — (2,405)— — (2,405)— (2,405)
Retirement of common stock(188)(2)(2,403)2,405 — — — — — 
Stock-based compensation— — 7,139 — — — 7,139 — 7,139 
Net income (loss)— — — — 5,788 — 5,788 1,032 6,820 
Other comprehensive income (loss)— — — — — (8,686)(8,686)— (8,686)
Balance, October 2, 202152,143 $521 $298,505 $— $209,486 $(67,586)$440,926 $1,974 $442,900 

See notes to the unaudited condensed consolidated financial statements.

8




FOSSIL GROUP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
IN THOUSANDS
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Operating Activities:  
Net income (loss)$(34,001)$6,820 
Adjustments to reconcile net loss to net cash provided used in operating activities:  
Depreciation, amortization and accretion17,587 23,410 
Non-cash lease expense 60,073 68,920 
Stock-based compensation5,821 7,139 
Decrease in allowance for returns and markdowns(8,519)(11,838)
Gain on disposal of assets(448)(5,169)
Property, plant and equipment and other long-lived asset impairment losses1,060 6,322 
Non-cash restructuring charges876 1,747 
Bad debt expense5,611 961 
Other non-cash items 9,973 10,975 
Changes in operating assets and liabilities:  
Accounts receivable22,677 (25,571)
Inventories(137,244)(111,673)
Prepaid expenses and other current assets(16,091)31,732 
Accounts payable(19,151)70,156 
Accrued expenses(56,944)(30,007)
Income taxes2,470 2,523 
Operating lease liabilities(68,533)(83,443)
Net cash used in operating activities(214,783)(36,996)
Investing Activities:  
Additions to property, plant and equipment(8,717)(6,739)
Decrease in intangible and other assets993 6,903 
Proceeds from the sale of property, plant and equipment and other28 11,360 
Net cash (used in) provided by investing activities(7,696)11,524 
Financing Activities:  
Acquisition of common stock(12,444)(2,405)
Distribution of noncontrolling interest earnings and other(6,069)(232)
Debt borrowings261,983 85,182 
Debt payments(111,237)(179,997)
Net cash provided by (used in) financing activities132,233 (97,452)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash(644)(5,564)
Net decrease in cash, cash equivalents, and restricted cash(90,890)(128,488)
Cash, cash equivalents, and restricted cash:  
Beginning of period264,572 324,246 
End of period$173,682 $195,758 

See notes to the unaudited condensed consolidated financial statements.
9



FOSSIL GROUP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
UNAUDITED
 
1. FINANCIAL STATEMENT POLICIES
Basis of Presentation. The condensed consolidated financial statements include the accounts of Fossil Group, Inc., a Delaware corporation, and its wholly and majority-owned subsidiaries (the “Company”).
The information presented herein includes the thirteen-week period ended October 1, 2022 (“Third Quarter”) as compared to the thirteen-week period ended October 2, 2021 (“Prior Year Quarter”), and the thirty-nine week period ended October 1, 2022 ("Year To Date Period") as compared to the thirty-nine week period ended October 2, 2021 ("Prior Year YTD Period"). The condensed consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary to present a fair statement of the Company’s financial position as of October 1, 2022, and the results of operations for the Third Quarter, Prior Year Quarter, Year To Date Period and Prior Year YTD Period. All adjustments are of a normal, recurring nature.
Effective during fiscal year 2021, the Company made a change to the presentation of product net sales to include third-party smartwatch bands within the smartwatch product type. Third-party smartwatch bands were previously reported within the jewelry product type. The Company's historical disclosures have been recast to be consistent with its current presentation.
These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Annual Report on Form 10-K filed by the Company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the fiscal year ended January 1, 2022 (the “2021 Form 10-K”). Operating results for the Third Quarter are not necessarily indicative of the results to be achieved for the full fiscal year.
The condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), which require the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. We base our estimates on the information available at the time and various other assumptions believed to be reasonable under the circumstances, including estimates of the impact of the coronavirus (“COVID-19”) pandemic. Actual results could differ from those estimates, including the impact of the COVID-19 pandemic. The Company has not made any changes in its significant accounting policies from those disclosed in the 2021 Form 10-K.
Business. The Company is a global design, marketing and distribution company that specializes in consumer fashion accessories. Its principal offerings include an extensive line of men's and women's fashion watches and jewelry, handbags, small leather goods, belts and sunglasses. In the watch and jewelry product categories, the Company has a diverse portfolio of globally recognized owned and licensed brand names under which its products are marketed. The Company's products are distributed globally through various distribution channels, including wholesale in countries where it has a physical presence, direct to the consumer through its retail stores and commercial websites and through third-party distributors in countries where the Company does not maintain a physical presence. The Company's products are offered at varying price points to meet the needs of its customers, whether they are value-conscious or luxury oriented. Based on its extensive range of accessory products, brands, distribution channels and price points, the Company is able to target style-conscious consumers across a wide age spectrum on a global basis.
Operating Expenses. Operating expenses include selling, general and administrative ("SG&A"), other long-lived asset impairments and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of the Company's retail stores, point-of-sale expenses, advertising expenses and art, and design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize the Company’s infrastructure and store closures. See Note 16—Restructuring for additional information on the Company’s restructuring plan.
Earnings (Loss) Per Share (“EPS”). Basic EPS is based on the weighted average number of common shares outstanding during each period. Diluted EPS adjusts basic EPS for the effects of dilutive common stock equivalents outstanding during each period using the treasury stock method.
10



The following table reconciles the numerators and denominators used in the computations of both basic and diluted EPS (in thousands, except per share data):
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Numerator:  
Net income (loss) attributable to Fossil Group, Inc.$5,849 $31,420 $(34,739)$5,788 
Denominator:   
Basic EPS computation:  
Basic weighted average common shares outstanding51,825 52,141 51,843 51,900 
Basic EPS$0.11 $0.60 $(0.67)$0.11 
Diluted EPS computation:  
Effect of stock options, stock appreciation rights, restricted stock units and performance restricted stock units227 625 — 838 
Diluted weighted average common shares outstanding52,052 52,766 51,843 52,738 
Diluted EPS$0.11 $0.60 $(0.67)$0.11 

At the end of the Third Quarter and Year To Date Period, approximately 1.7 million and 2.2 million weighted average shares issuable under stock-based awards, respectively, were not included in the diluted EPS calculation because they were antidilutive. The total antidilutive weighted average shares included 12,900 and 26,100 weighted average performance-based shares at the end of the Third Quarter and Year To Date Period, respectively. Additionally, 73,500 weighted average performance-based shares were not included in the diluted EPS calculation at the end of the Third Quarter because performance targets were not met.
At the end of each of the Prior Year Quarter and Prior Year YTD Period, approximately 0.3 million weighted average shares issuable under stock-based awards were not included in the diluted EPS calculation because they were antidilutive. The total antidilutive weighted average shares included 12,900 weighted average performance-based shares at the end of each of the Prior Year Quarter and Prior Year YTD Period. Additionally, 48,400 and 30,300 weighted average performance-based shares were not included in the diluted EPS calculation at the end of the Prior Year Quarter and Prior Year YTD Period, respectively, because performance targets were not met.
Cash, Cash Equivalents and Restricted Cash. Restricted cash included in intangible and other-assets net was comprised primarily of restricted cash balances for appealed tax assessments held in escrow and for pledged collateral to secure bank guarantees for the purpose of obtaining retail space. The following table provides a reconciliation of the cash, cash equivalents, and restricted cash balances as of October 1, 2022 and October 2, 2021 that are presented in the condensed consolidated statement of cash flows (in thousands):
October 1, 2022October 2, 2021
Cash and cash equivalents$162,612 $181,782 
Restricted cash included in prepaid expenses and other current assets106 118 
Restricted cash included in intangible and other assets-net10,964 13,858 
Cash, cash equivalents and restricted cash$173,682 $195,758 

Recently Issued Accounting Standards
In November 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance ("ASU 2021-10"). The new standard increases transparency of government assistance by focusing on the types of assistance given, an entity's accounting for the assistance, and the effect of the assistance on the entity's financial statements to allow for more comparable information for investors and other financial statement users. This standard is effective for financial statements issued for annual periods beginning after December 15, 2021, but early adoption is permitted. This standard will not have a material impact on the Company's consolidated financial statements or related disclosures.
11



In October 2021, FASB issued ASU 2021-08, Business Combinations – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers ("ASU 2021-08"). The guidance is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice. The guidance requires an acquirer to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Topic 606 as if they had originated the contracts, as opposed to at fair value on the acquisition date. The standard will be effective for business combinations that occur after January 1, 2023. Early adoption is permitted. The guidance will be applied prospectively to acquisitions occurring on or after the effective date. While the impact of this amendment is dependent on the nature of any future transactions, the Company currently does not expect this standard to have a material impact on the Company's consolidated financial statements or related disclosures.
In March 2020, FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting ("ASU 2020-04") and subsequent guidance that clarified the scope and application of its original guidance. ASU 2020-04 provides optional expedients and exceptions to the current guidance on contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this update apply only to contracts and hedging relationships that reference the London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued due to reference rate reform. The guidance was effective upon issuance and generally can be applied to applicable contract modifications through December 31, 2022. The Company will adopt these standards when LIBOR is discontinued and does not expect it to have a material impact on its consolidated financial statements or related disclosures.
Recently Adopted Accounting Standards
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes ("ASU 2019-12"). ASU 2019-12 simplifies the accounting for income taxes by removing certain exceptions to general principles in Income Taxes (Topic 740). It also clarifies and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 at the beginning of fiscal year 2022, and it did not have a material effect on the Company's condensed consolidated financial statements.

2. REVENUE
Disaggregation of Revenue. Due to changes in the Company’s product types as discussed in Note 1 to the Condensed Consolidated Financial Statements, product results for the Prior Year Quarter and Prior Year YTD Period have been recast to present results on a comparable basis. The Company's revenue disaggregated by major product category and timing of revenue recognition was as follows (in thousands):
For the 13 Weeks Ended October 1, 2022
AmericasEuropeAsiaCorporate Total
Product type
Watches:
     Traditional watches$132,077 $102,142 $75,970 $$310,198 
     Smartwatches14,578 10,401 8,327 — 33,306 
Total watches$146,655 $112,543 $84,297 $$343,504 
Leathers27,262 5,683 8,150 — 41,095 
Jewelry8,353 22,955 6,560 — 37,868 
Other2,056 2,498 1,205 8,045 13,804 
Consolidated$184,326 $143,679 $100,212 $8,054 $436,271 
Timing of revenue recognition
Revenue recognized at a point in time $183,900 $143,453 $100,076 $800 $428,229 
Revenue recognized over time 426 226 136 7,254 8,042 
Consolidated$184,326 $143,679 $100,212 $8,054 $436,271 

12



For the 13 Weeks Ended October 2, 2021
AmericasEuropeAsiaCorporate Total
Product type
Watches:
      Traditional watches$130,988 $113,501 $101,275 $— $345,764 
      Smartwatches25,205 16,344 12,528 54,085 
Total watches$156,193 $129,845 $113,803 $$399,849 
Leathers23,389 7,231 5,770 — 36,390 
Jewelry12,285 25,554 8,486 — 46,325 
Other1,895 3,257 1,435 2,676 9,263 
Consolidated$193,762 $165,887 $129,494 $2,684 $491,827 
Timing of revenue recognition
Revenue recognized at a point in time $193,367 $165,598 $129,313 $1,004 $489,282 
Revenue recognized over time 395 289 181 1,680 2,545 
Consolidated$193,762 $165,887 $129,494 $2,684 $491,827 

For the 39 Weeks Ended October 1, 2022
AmericasEuropeAsiaCorporate Total
Product type
Watches:
      Traditional watches$366,714 $253,728 $209,857 $23 $830,322 
      Smartwatches47,228 33,347 24,134 — 104,709 
Total watches$413,942 $287,075 $233,991 $23 $935,031 
Leathers69,091 18,372 23,763 — 111,226 
Jewelry25,548 62,730 18,217 — 106,495 
Other5,944 7,933 3,592 13,071 30,540 
Consolidated$514,525 $376,110 $279,563 $13,094 $1,183,292 
Timing of revenue recognition
Revenue recognized at a point in time $513,393 $375,433 $279,193 $3,032 $1,171,051 
Revenue recognized over time 1,132 677 370 10,062 12,241 
Consolidated$514,525 $376,110 $279,563 $13,094 $1,183,292 
13



For the 39 Weeks Ended October 2, 2021
AmericasEuropeAsiaCorporate Total
Product type
Watches:
      Traditional watches$349,024 $266,316 $262,416 $1,053 $878,809 
      Smartwatches78,308 43,277 28,477 24 150,086 
Total watches$427,332 $309,593 $290,893 $1,077 $1,028,895 
Leathers63,851 19,933 20,057 — 103,841 
Jewelry26,506 61,974 16,560 — 105,040 
Other5,294 8,019 4,115 10,604 28,032 
Consolidated$522,983 $399,519 $331,625 $11,681 $1,265,808 
Timing of revenue recognition
Revenue recognized at a point in time $521,702 $398,533 $331,180 $6,490 $1,257,905 
Revenue recognized over time 1,281 986 445 5,191 7,903 
Consolidated$522,983 $399,519 $331,625 $11,681 $1,265,808 
Contract Balances. As of October 1, 2022, the Company had no material contract assets on the Company's condensed consolidated balance sheets and no deferred contract costs. The Company had contract liabilities of (i) $0.9 million and $4.9 million as of October 1, 2022 and January 1, 2022, respectively, related to remaining performance obligations on licensing income, (ii) $3.4 million and $3.0 million as of October 1, 2022 and January 1, 2022, respectively, primarily related to remaining performance obligations on wearable technology products and (iii) $2.8 million and $3.6 million as of October 1, 2022 and January 1, 2022, respectively, related to gift cards issued.


3. INVENTORIES
Inventories consisted of the following (in thousands):
October 1, 2022January 1, 2022
Components and parts$22,546 $23,668 
Work-in-process
Finished goods430,197 323,180 
Inventories$452,747 $346,850 

4. WARRANTY LIABILITIES
The Company’s warranty liability is recorded in accrued expenses-other in the Company’s condensed consolidated balance sheets. Warranty liability activity consisted of the following (in thousands):
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Beginning balance$19,159 $21,916 
Settlements in cash or kind(5,465)(8,096)
Warranties issued and adjustments to preexisting warranties (1)
(148)5,296 
Ending balance$13,546 $19,116 
_______________________________________________
(1) Changes in cost estimates related to preexisting warranties are aggregated with accruals for new standard warranties issued and foreign currency changes.
 
14



5. INCOME TAXES
The Company’s income tax expense and related effective rates were as follows (in thousands, except percentage data):
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Income tax (benefit) expense$9,214 $8,978 $15,904 $19,177 
Effective tax rate59.5 %22.0 %(87.9)%73.8 %
The effective tax rate in the Third Quarter was unfavorable as compared to the Prior Year Quarter due to a higher level of foreign losses for which no tax benefit could be accrued. The Prior Year Quarter tax rate also benefited from favorable discrete items. The overall tax rate is impacted by the Global Intangible Low-Taxed Income (“GILTI”) provision of the Tax Cuts and Jobs Act which requires the inclusion of certain foreign income in the tax return which absorbs all of the U.S. net operating loss ("NOL"). Foreign income taxes are also paid on this same foreign income, resulting in double taxation.
The Year To Date Period effective tax rate is negative due to the overall pre-tax loss whereas the Prior Year YTD Period effective tax rate was positive since the Prior Year YTD Period income was positive. Both effective rates are high since income tax was accrued on foreign entities with positive taxable income and no tax benefit can be realized on the U.S. NOL.

The effective tax rate can vary from quarter-to-quarter due to changes in the Company's global mix of earnings, the resolution of income tax audits and changes in tax law.
As of October 1, 2022, the Company's total amount of unrecognized tax benefits, excluding interest and penalties, was $28.9 million, of which $23.9 million would favorably impact the effective tax rate in future periods, if recognized. In the second quarter of fiscal year 2022, the U.S. Internal Revenue Service opened an examination of the Company's 2019 federal income tax return to review the refund claim filed under provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) which allowed carrybacks of NOLs for that year. The Company is subject to examinations in various state and foreign jurisdictions for its 2013-2021 tax years, none of which the Company believes are significant, individually or in the aggregate. Tax audit outcomes and timing of tax audit settlements are subject to significant uncertainty.

The Company has classified uncertain tax positions as long-term income taxes payable, unless such amounts are expected to be settled within twelve months of the condensed consolidated balance sheet date. As of October 1, 2022, the Company had recorded $11.6 million of unrecognized tax benefits, excluding interest and penalties, for positions that are expected to be settled within the next twelve months. Consistent with its past practice, the Company recognizes interest and/or penalties related to income tax overpayments and income tax underpayments in income tax expense and income taxes receivable/payable. At October 1, 2022, the total amount of accrued income tax-related interest included in the condensed consolidated balance sheets was $9.4 million. There was no accrued tax-related penalties. For the Third Quarter, the Company accrued income tax-related interest expense of $0.5 million.
6. STOCKHOLDERS’ EQUITY
Common and Preferred Stock. The Company has 100,000,000 shares of common stock, par value $0.01 per share, authorized, with 51,827,267 and 52,145,738 shares issued and outstanding at October 1, 2022 and January 1, 2022, respectively. The Company has 1,000,000 shares of preferred stock, par value $0.01 per share, authorized, with none issued or outstanding at October 1, 2022 or January 1, 2022. Rights, preferences and other terms of preferred stock will be determined by the Board of Directors at the time of issuance.
Common Stock Repurchase Programs. Purchases of the Company’s common stock are made from time to time pursuant to its repurchase programs, subject to market conditions and at prevailing market prices, through the open market. Repurchased shares of common stock are recorded at cost and become authorized but unissued shares which may be issued in the future for general corporate or other purposes. The Company may terminate or limit its stock repurchase program at any time. In the event the repurchased shares are cancelled, the Company accounts for retirements by allocating the repurchase price to common stock, additional paid-in capital and retained earnings.

The repurchase price allocation is based upon the equity contribution associated with historical issuances. The repurchase programs are conducted pursuant to Rule 10b-18 of the Exchange Act.

During the first quarter of fiscal year 2022, the Company effectively retired 1.0 million shares of common stock repurchased under its repurchase programs. The effective retirement of repurchased common stock decreased common stock by $10,000, additional paid-in capital by $0.5 million, retained earnings by $9.5 million and treasury stock by $10.0 million. At
15



October 1, 2022 and January 1, 2022, all treasury stock had been effectively retired. As of October 1, 2022, the Company had $20.0 million of repurchase authorizations remaining under its repurchase program.

The following table reflects the Company's common stock repurchase activity for the periods indicated (in millions):

For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Fiscal Year
Authorized
Dollar Value
Authorized
Termination DateNumber of
Shares
Repurchased
Dollar Value
Repurchased
Number of
Shares
Repurchased
Dollar Value
Repurchased
2010$30.0 None1.0$10.0 — $— 

7. EMPLOYEE BENEFIT PLANS
Stock-Based Compensation Plans. The following table summarizes stock options and stock appreciation rights activity during the Third Quarter:
Stock Appreciation RightsSharesWeighted-
Average
Exercise Price
Weighted-
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
 (in Thousands) (in Years)(in Thousands)
Outstanding at July 2, 2022199 $51.21 0.8$— 
Granted— — 
Exercised— — — 
Forfeited or expired(98)46.98 
Outstanding at October 1, 2022101 55.31 1.1— 
Exercisable at October 1, 2022101 $55.31 1.1$— 
 
The aggregate intrinsic value shown in the table above is based on the exercise price for outstanding and exercisable options/rights at October 1, 2022.
Stock Appreciation Rights Outstanding and Exercisable. The following tables summarize information with respect to stock options and stock appreciation rights outstanding and exercisable at October 1, 2022:


Stock Appreciation Rights OutstandingStock Appreciation Rights Exercisable
Range of
Exercise Prices
Number of
Shares
Weighted-
Average
Exercise
Price
Weighted-
Average
Remaining
Contractual
Term
Number of
Shares
Weighted-
Average
Exercise
Price
 (in Thousands) (in Years)(in Thousands) 
$36.73 - $80.22
101 $55.31 1.1101 $55.31 
Total101 $55.31 1.1101 $55.31 
 
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Restricted Stock Units and Performance Restricted Stock Units. The following table summarizes restricted stock unit and performance restricted stock unit activity during the Third Quarter:
Restricted Stock Units
and Performance Restricted Stock Units
Number of SharesWeighted-Average
Grant Date Fair
Value Per Share
 (in Thousands) 
Nonvested at July 2, 20222,016 $10.16 
Granted— — 
Vested(23)7.68 
Forfeited(26)9.95 
Nonvested at October 1, 20221,967 $10.19 
 
The total fair value of restricted stock units vested was $131,002 during the Third Quarter. Vesting of performance restricted stock units is based on achievement of operating margin growth and achievement of sales growth and operating margin targets in relation to the performance of a certain identified peer group.
Long-Term Incentive Plans. On the date of the Company’s annual stockholders meeting, each non-employee director automatically receives a grant of restricted stock units with a fair market value of approximately $130,000, which vest 100% on the earlier of one year from the date of grant or the date of the Company's next annual stockholders meeting, provided such director is providing services to the Company or a subsidiary of the Company on that date. Beginning with the grant in fiscal year 2021, non-employee directors could elect to defer receipt of all or a portion of the restricted stock units. As of October 1, 2022, the Company had 30,000 shares of restricted stock units that had vested but were deferred in connection with non-employee director compensation. In addition, beginning in fiscal year 2021, non-employee directors may defer the cash portion of their annual fees. Each participant may also elect to have the cash portion of his or her annual fees for each calendar year treated as if invested in units of common stock of the Company.


8. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The following tables disclose changes in the balances of each component of accumulated other comprehensive income (loss), net of taxes (in thousands):
 For the 13 Weeks Ended October 1, 2022
 Currency
Translation
Adjustments
Cash Flow Hedges  
 Forward
Contracts
Pension
Plan
Total
Beginning balance$(99,573)$8,512 $3,982 $(87,079)
Other comprehensive income (loss) before reclassifications(13,465)7,950 — (5,515)
Tax (expense) benefit— 261 — 261 
Amounts reclassed from accumulated other comprehensive income (loss)— 4,310 — 4,310 
Tax (expense) benefit— 233 — 233 
Total other comprehensive income (loss)(13,465)3,668 — (9,797)
Ending balance$(113,038)$12,180 $3,982 $(96,876)

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 For the 13 Weeks Ended October 2, 2021
 Currency
Translation
Adjustments
Cash Flow Hedges  
 Forward
Contracts
Pension
Plan
Total
Beginning balance$(70,234)$2,372 $1,428 $(66,434)
Other comprehensive income (loss) before reclassifications(3,237)3,320 — 83 
Tax (expense) benefit— (29)— (29)
Amounts reclassed from accumulated other comprehensive income (loss) — 1,263 — 1,263 
Tax (expense) benefit— (57)— (57)
Total other comprehensive income (loss)(3,237)2,085 — (1,152)
Ending balance$(73,471)$4,457 $1,428 $(67,586)
 For the 39 Weeks Ended October 1, 2022
 Currency
Translation
Adjustments
Cash Flow Hedges  
 Forward
Contracts
Pension
Plan
Total
Beginning balance$(75,601)$4,344 $3,982 $(67,275)
Other comprehensive income (loss) before reclassifications(37,437)16,151 — (21,286)
Tax (expense) benefit— 790 — 790 
Amounts reclassed from accumulated other comprehensive income— 8,512 — 8,512 
Tax (expense) benefit— 593 — 593 
Total other comprehensive income (loss)(37,437)7,836 — (29,601)
Ending balance$(113,038)$12,180 $3,982 $(96,876)
 For the 39 Weeks Ended October 2, 2021
 Currency
Translation
Adjustments
Cash Flow Hedges  
 Forward
Contracts
Pension
Plan
Total
Beginning balance$(61,178)$850 $1,428 $(58,900)
Other comprehensive income (loss) before reclassifications(12,293)3,934 — (8,359)
Tax (expense) benefit— (247)— (247)
Amounts reclassed from accumulated other comprehensive income (loss)— 210 — 210 
Tax (expense) benefit— (130)— (130)
Total other comprehensive income (loss)(12,293)3,607 — (8,686)
Ending balance$(73,471)$4,457 $1,428 $(67,586)

See “Note 10—Derivatives and Risk Management” for additional disclosures about the Company’s use of derivatives.

9. SEGMENT INFORMATION
The Company reports segment information based on the “management approach.” The management approach designates the internal reporting used by management for making decisions and assessing performance as the source of the Company’s reportable segments.
The Company manages its business primarily on a geographic basis. The Company’s reportable operating segments are comprised of (i) Americas, (ii) Europe and (iii) Asia. Each reportable operating segment includes sales to wholesale and distributor customers, and sales through Company-owned retail stores and e-commerce activities based on the location of the selling entity. The Americas segment primarily includes sales to customers based in Canada, Latin America and the United States. The Europe segment primarily includes sales to customers based in European countries, the Middle East and Africa. The
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Asia segment primarily includes sales to customers based in Australia, China (including Hong Kong, Macau and Taiwan), India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea and Thailand. Each reportable operating segment provides similar products and services.
The Company evaluates the performance of its reportable segments based on net sales and operating income (loss). Net sales for geographic segments are based on the location of the selling entity. Operating income (loss) for each segment includes net sales to third parties, related cost of sales and operating expenses directly attributable to the segment. Corporate includes peripheral revenue generating activities from factories and intellectual property and general corporate expenses, including certain administrative, legal, accounting, technology support costs, equity compensation costs, payroll costs attributable to executive management, brand management, product development, art, creative/product design, marketing, strategy, compliance and back office supply chain expenses that are not allocated to the various segments because they are managed at the corporate level internally. The Company does not include intercompany transfers between segments for management reporting purposes.
Summary information by operating segment was as follows (in thousands):
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021
 Net SalesOperating Income (Loss)Net SalesOperating Income (Loss)
Americas$184,326 $33,403 $193,762 $46,589 
Europe143,679 31,076 165,887 40,549 
Asia100,212 17,515 129,494 23,996 
Corporate8,054 (59,512)2,684 (63,328)
Consolidated$436,271 $22,482 $491,827 $47,806 
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
 Net SalesOperating Income (Loss)Net SalesOperating Income (Loss)
Americas$514,525 $87,966 $522,983 $109,172 
Europe376,110 65,489 399,519 67,616 
Asia279,563 38,807 331,625 50,553 
Corporate13,094 (194,999)11,681 (181,942)
Consolidated$1,183,292 $(2,737)$1,265,808 $45,399 
Due to changes in the Company’s product types as discussed in Note 1 to the Condensed Consolidated Financial Statements, product results for the Prior Year Quarter and Prior Year YTD Period have been recast to present results on a comparable basis. The following table reflects net sales for each class of similar products in the periods presented (in thousands, except percentage data):
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For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021
 Net SalesPercentage of TotalNet SalesPercentage of Total
Watches:
    Traditional watches $310,198 71.1 %$345,764 70.3 %
    Smartwatches33,306 7.6 54,085 11.0 
Total watches$343,504 78.7 %$399,849 81.3 %
Leathers41,095 9.4 36,390 7.4 
Jewelry37,868 8.7 46,325 9.4 
Other13,804 3.2 9,263 1.9 
Total$436,271 100.0 %$491,827 100.0 %

For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
 Net SalesPercentage of TotalNet SalesPercentage of Total
Watches:
    Traditional watches$830,322 70.2 %$878,809 69.4 %
    Smartwatches104,709 8.8 150,086 11.9 
Total watches$935,031 79.0 %$1,028,895 81.3 %
Leathers111,226 9.4 103,841 8.2 
Jewelry106,495 9.0 105,040 8.3 
Other30,540 2.6 28,032 2.2 
Total$1,183,292 100.0 %$1,265,808 100.0 %

 
10. DERIVATIVES AND RISK MANAGEMENT
Cash Flow Hedges. The primary risks managed by using derivative instruments are the fluctuations in global currencies that will ultimately be used by non-U.S. dollar functional currency subsidiaries to settle future payments of intercompany inventory transactions denominated in U.S. dollars. Specifically, the Company projects future intercompany purchases by its non-U.S. dollar functional currency subsidiaries generally over a period of up to 24 months. The Company enters into forward contracts, generally for up to 85% of the forecasted purchases, to manage fluctuations in global currencies that will ultimately be used to settle such U.S. dollar denominated inventory purchases. Additionally, the Company enters into forward contracts to manage fluctuations in Japanese yen exchange rates that will be used to settle future third-party inventory component purchases by a U.S. dollar functional currency subsidiary. Forward contracts represent agreements to exchange the currency of one country for the currency of another country at an agreed-upon settlement date and exchange rate. These forward contracts are designated as single cash flow hedges. Fluctuations in exchange rates will either increase or decrease the Company’s U.S. dollar equivalent cash flows from these inventory transactions, which will affect the Company’s U.S. dollar earnings. Gains or losses on the forward contracts are expected to offset these fluctuations to the extent the cash flows are hedged by the forward contracts.
For a derivative instrument that is designated and qualifies as a cash flow hedge, the gain or loss on the derivative is reported as a component of accumulated other comprehensive income (loss), net of taxes and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings.
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As of October 1, 2022, the Company had the following outstanding forward contracts designated as cash flow hedges that were entered into to hedge future payments of inventory transactions (in millions):
Functional CurrencyContract Currency
TypeAmountTypeAmount
Euro105.1 U.S. dollar113.6 
Canadian dollar44.7 U.S. dollar34.9 
Mexican peso302.3 U.S. dollar14.7 
British pound7.9 U.S. dollar10.0 
Japanese yen847.6 U.S. dollar7.0 
Australian dollar9.6 U.S. dollar6.8 
U.S. dollar13.4 Japanese yen1,730.0 
Non-designated Hedges. The Company also periodically enters into forward contracts to manage exchange rate risks associated with certain intercompany transactions and for which the Company does not elect hedge accounting treatment. As of October 1, 2022, the Company did not have any non-designated forward contracts. Changes in the fair value of derivatives not designated as hedging instruments are recognized in earnings when they occur.
The gains and losses on cash flow hedges that were recognized in other comprehensive income (loss), net of taxes are set forth below (in thousands):
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021
Cash flow hedges:  
Forward contracts$8,211 $3,292 
Total gain (loss) recognized in other comprehensive income (loss), net of taxes$8,211 $3,292 
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Cash flow hedges:  
Forward contracts$16,941 $3,687 
Total gain (loss) recognized in other comprehensive income (loss), net of taxes$16,941 $3,687 
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The following tables disclose the gains and losses on derivative instruments recorded in accumulated other comprehensive income (loss), net of taxes during the term of the hedging relationship and reclassified into earnings, and gains and losses on derivatives not designated as hedging instruments recorded directly to earnings (in thousands):
Derivative Instruments Condensed Consolidated
Statements of Income (Loss)
and Comprehensive
Income (Loss) Location
Effect of Derivative
Instruments
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021
Forward contracts designated as cash flow hedging instrumentsCost of salesTotal gain (loss) reclassified from accumulated other comprehensive income (loss)$3,158 $689 
Forward contracts designated as cash flow hedging instrumentsOther income (expense)-netTotal gain (loss) reclassified from accumulated other comprehensive income (loss)$1,385 $518 
Forward contracts not designated as hedging instrumentsOther income (expense)-netTotal gain (loss) recognized in income$(3)$61 
Derivative Instruments Condensed Consolidated
Statements of Income (Loss)
and Comprehensive
Income (Loss) Location
Effect of Derivative
Instruments
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Forward contracts designated as cash flow hedging instrumentsCost of salesTotal gain (loss) reclassified from accumulated other comprehensive income (loss)$6,198 $938 
Forward contracts designated as cash flow hedging instrumentsOther income (expense)-netTotal gain (loss) reclassified from accumulated other comprehensive income (loss)$2,907 $(858)
Forward contracts not designated as hedging instrumentsOther income (expense)-netTotal gain (loss) recognized in income$63 $(12)
The following table discloses the fair value amounts for the Company’s derivative instruments as separate asset and liability values, presents the fair value of derivative instruments on a gross basis, and identifies the line items in the condensed consolidated balance sheets in which the fair value amounts for these categories of derivative instruments are included (in thousands):
 Asset DerivativesLiability Derivatives
 October 1, 2022January 1, 2022October 1, 2022January 1, 2022
Derivative InstrumentsCondensed
Consolidated
Balance Sheets
Location
Fair
Value
Condensed
Consolidated
Balance Sheets
Location
Fair
Value
Condensed
Consolidated
Balance Sheets
Location
Fair
Value
Condensed
Consolidated
Balance Sheets
Location
Fair
Value
Forward contracts designated as cash flow hedging instrumentsPrepaid expenses and other current assets$13,418 Prepaid expenses and other current assets$3,452 Accrued expenses-other$1,290 Accrued expenses-other$177 
Forward contracts designated as cash flow hedging instrumentsIntangible and other assets-net1,171 Intangible and other assets-net— Other long-term liabilities— Other long-term liabilities— 
Total $14,589  $3,452  $1,290  $177 
 

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The following tables summarize the effects of the Company's derivative instruments on earnings (in thousands):
Effect of Derivative Instruments
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021
Cost of SalesOther Income (Expense)-netCost of SalesOther Income (Expense)-net
Total amounts of income and expense line items presented in the condensed consolidated statements of income (loss) and comprehensive income (loss) in which the effects of cash flow hedges are recorded$216,651 $(1,859)$232,305 $(482)
Gain (loss) on cash flow hedging relationships:
Forward contracts designated as cash flow hedging instruments:
Total gain (loss) reclassified from other comprehensive income (loss)
$3,158 $1,385 $689 $518 
Forward contracts not designated as hedging instruments:
Total gain (loss) recognized in income$— $(3)$— $61 
Effect of Derivative Instruments
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Cost of SalesOther Income (Expense)-netCost of SalesOther Income (Expense)-net
Total amounts of income and expense line items presented in the condensed consolidated statements of income (loss) and comprehensive income (loss) in which the effects of cash flow hedges are recorded$588,010 $(1,915)$601,857 $882 
Gain (loss) on cash flow hedging relationships:
Forward contracts designated as cash flow hedging instruments:
Total gain (loss) reclassified from other comprehensive income (loss)
$6,198 $2,907 $938 $(858)
Forward contracts not designated as hedging instruments:
Total gain (loss) recognized in income$— $63 $— $(12)
At the end of the Third Quarter, the Company had forward contracts designated as cash flow hedges with maturities extending through March 2024. As of October 1, 2022, an estimated net gain of $12.3 million is expected to be reclassified into earnings within the next twelve months at prevailing foreign currency exchange rates.

11. FAIR VALUE MEASUREMENTS
The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.
ASC 820, Fair Value Measurement and Disclosures (“ASC 820”), establishes a fair value hierarchy, which prioritizes the inputs used in measuring fair value into three broad levels as follows:
Level 1 — Quoted prices in active markets for identical assets or liabilities.
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Level 2 — Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3 — Unobservable inputs based on the Company’s assumptions.
ASC 820 requires the use of observable market data if such data is available without undue cost and effort.
The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of October 1, 2022 (in thousands):
 Fair Value at October 1, 2022
 Level 1Level 2Level 3Total
Assets:    
Forward contracts$— $14,589 $— $14,589 
Total$— $14,589 $— $14,589 
Liabilities:    
Contingent consideration$— $— $2,063 $2,063 
Forward contracts— 1,290 — 1,290 
Total$— $1,290 $2,063 $3,353 
The following table presents the fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of January 1, 2022 (in thousands):
 Fair Value at January 1, 2022
 Level 1Level 2Level 3Total
Assets:    
Forward contracts$— $3,452 $— $3,452 
Total$— $3,452 $— $3,452 
Liabilities:    
Contingent consideration$— $— $1,840 $1,840 
Forward contracts— 177 — 177 
Total$— $177 $1,840 $2,017 
The fair values of the Company’s forward contracts are based on published quotations of spot currency rates and forward points, which are converted into implied forward currency rates. See Note 10—Derivatives and Risk Management, for additional disclosures about the forward contracts.
As of October 1, 2022, debt, excluding unamortized debt issuance costs and capital leases, was recorded at cost and had a carrying value of $301.2 million and had a fair value of approximately $236.6 million. The fair value of debt was based on observable market inputs.
During the Year to Date Period, operating lease right-of-use ("ROU") assets with a carrying amount of $3.3 million and property, plant and equipment-net with a carrying value of $0.3 million related to retail store leasehold improvements, fixturing and shop-in-shops were written down to a fair value of $2.3 million and $0.2 million, respectively, resulting in impairment charges of $1.1 million. During the Prior Year YTD Period, ROU assets with carrying amount of $14.0 million and property, plant and equipment-net with a carrying value of $2.5 million related to retail store leasehold improvements, fixturing and shop-in-shops were written down to a fair value of $7.4 million and $1.0 million, respectively, resulting in impairment charges of $8.1 million.
The fair values of operating lease ROU assets and fixed assets related to retail stores were determined using Level 3 inputs, including forecasted cash flows and discount rates. Of the $1.1 million impairment expense in the Year to Date Period, $0.6 million, $0.3 million and $0.2 million was recorded in other long-lived asset impairments in the Americas, Europe and Asia segments, respectively. Of the $8.1 million impairment expense in the Prior Year Quarter, $3.1 million, $2.2 million and $1.0 million was recorded in other long-lived asset impairments in the Americas, Europe and Asia segments, respectively, and $1.8 million was recorded in restructuring charges in the Europe segment.


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12. INTANGIBLE AND OTHER ASSETS
 
The following table summarizes intangible and other assets (in thousands):
  October 1, 2022January 1, 2022
 UsefulGrossAccumulatedGrossAccumulated
LivesAmountAmortizationAmountAmortization
Intangibles-subject to amortization:     
Trademarks
10 yrs.
$3,775 $3,366 $3,775 $3,310 
Customer lists
5 - 10 yrs.
37,778 37,521 41,403 40,353 
Patents
3 - 20 yrs.
2,371 2,039 2,371 2,013 
Developed technology
7 yrs.
2,193 2,056 2,193 1,645 
Trade name
6 yrs.
4,502 2,251 4,502 1,688 
Other
7 - 20 yrs.
523 367 537 352 
Total intangibles-subject to amortization 51,142 47,600 54,781 49,361 
Intangibles-not subject to amortization:     
Trade names 8,850  8,881  
Other assets:     
Deposits 16,683  19,418  
Deferred tax asset-net 19,806  24,552  
Restricted cash 10,963  13,611  
Forward contracts 1,171  —  
Investments327 327 
Debt issuance costs3,330 4,578 
Other 1,177  1,813  
Total other assets 53,457 64,299 
Total intangible and other assets $113,449 $47,600 $127,961 $49,361 
Total intangible and other assets-net  $65,849  $78,600 

Amortization expense for intangible assets was approximately $0.6 million and $0.7 million for the Third Quarter and the Prior Year Quarter, respectively, and $1.9 million and $2.7 million for the Year To Date Period and Prior Year YTD Period, respectively. Estimated aggregate future amortization expense by fiscal year for intangible assets is as follows (in thousands):
Fiscal YearAmortization
Expense
2022 (remaining)$610 
2023$901 
2024$884 
2025$693 
2026$102 
Thereafter$352 

13. COMMITMENTS AND CONTINGENCIES
Litigation. The Company is occasionally subject to litigation or other legal proceedings in the normal course of its business. The Company does not believe that the outcome of any currently pending legal matters, individually or collectively, will have a material effect on the business or financial condition of the Company. 

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14. LEASES
The Company's leases consist primarily of retail space, offices, warehouses, distribution centers, equipment and vehicles. The Company determines if an agreement contains a lease at inception based on the Company's right to the economic benefits of the leased assets and its right to direct the use of the leased asset. ROU assets represent the Company's right to use an underlying asset, and ROU liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company uses its estimated incremental borrowing rate based on the information available at the commencement date adjusted for the lease term and lease country to determine the present value of the lease payments.
Some leases include one or more options to renew at the Company's discretion, with renewal terms that can extend the lease from approximately one to ten additional years. The renewal options are not included in the measurement of ROU assets and ROU liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Short-term leases are leases having a term of twelve months or less at inception. The Company does not record a related lease asset or liability for short-term leases. The Company has certain leases containing lease and non-lease components which are accounted for as a single lease component. The Company has certain lease agreements where lease payments are based on a percentage of retail sales over contractual levels and others include rental payments adjusted periodically for inflation. The variable portion of these lease payments is not included in the Company's lease liabilities. The Company's lease agreements do not contain any significant restrictions or covenants other than those that are customary in such arrangements.
The components of lease expense were as follows (in thousands):
Lease Cost Condensed Consolidated
Statements of Income (Loss)
and Comprehensive
Income (Loss) Location
For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Operating lease cost(1)
SG&A$18,445 $21,356 $58,001 $66,450 
Short-term lease costSG&A$170 $153 $570 $472 
Variable lease costSG&A$7,166 $6,252 $21,817 $17,032 
_______________________________________________
(1) Includes sublease income, which was immaterial.

The following table discloses supplemental balance sheet information for the Company’s leases (in thousands):
Leases Condensed
Consolidated
Balance Sheets
Location
October 1, 2022January 1, 2022
Assets
OperatingOperating lease ROU assets $156,448 $177,597 
Liabilities
Current:
OperatingCurrent operating lease liabilities$48,238 $58,721 
Noncurrent:
OperatingLong-term operating lease liabilities$151,928 $174,520 

The following table discloses the weighted-average remaining lease term and weighted-average discount rate for the Company's leases:
Lease Term and Discount RateOctober 1, 2022January 1, 2022
Weighted-average remaining lease term:
Operating leases 5.7 years5.7 years
Weighted-average discount rate:
Operating leases 14.2 %14.1 %

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Future minimum lease payments by year as of October 1, 2022 were as follows (in thousands):
Fiscal YearOperating Leases
2022 (remaining)$21,708 
202373,629 
202450,214 
202535,551 
202628,772 
Thereafter94,674 
Total lease payments$304,548 
Less: Interest104,382 
Total lease obligations$200,166 


Supplemental cash flow information related to leases was as follows (in thousands):
For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases$68,182 $83,189 
Leased assets obtained in exchange for new operating lease liabilities22,775 11,319 

As of October 1, 2022, the Company did not have any material operating or finance leases that have been signed but not commenced.    

15. DEBT ACTIVITY
On September 26, 2019, the Company and Fossil Partners L.P., as the U.S. borrowers, and Fossil Group Europe GmbH, Fossil Asia Pacific Limited, Fossil (Europe) GmbH, Fossil (UK) Limited and Fossil Canada Inc., as the non-U.S. borrowers, certain other subsidiaries of the Company from time to time party thereto designated as borrowers, and certain subsidiaries of the Company from time to time party thereto as guarantors, entered into a $275.0 million secured asset-based revolving credit agreement (the “Revolving Facility”) with JPMorgan Chase Bank, N.A. as administrative agent (the "ABL Agent"), J.P. Morgan AG, as French collateral agent, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Wells Fargo Bank, National Association as joint bookrunners and joint lead arrangers, and Citizens Bank, N.A. and Wells Fargo Bank, National Association, as co-syndication agents and each of the lenders from time to time party thereto (the "ABL Lenders"). The Revolving Facility was most recently amended on November 8, 2022. In addition, on September 26, 2019, the Company, as borrower, entered into a term credit agreement (the "Term Credit Agreement").
In November 2021, the Company sold $150.0 million aggregate principal amount of 7.00% senior notes due 2026 (the “Notes”), generating net proceeds of approximately $141.7 million. The Notes were issued pursuant to an indenture (the Base Indenture) and a first supplemental indenture (the First Supplemental Indenture and, together with the Base Indenture, the Indenture) with The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
The Notes are general unsecured obligations of the Company and rank equally in right of payment with all of the Company’s existing and future senior unsecured and unsubordinated indebtedness, and will rank senior in right of payment to the Company’s future subordinated indebtedness, if any. The Notes are effectively subordinated to all of the Company’s existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness, and the Notes are structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Company’s subsidiaries (excluding any amounts owed by such subsidiaries to the Company). The Notes bear interest at the rate of 7.00% per annum. Interest on the Notes is payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year, commencing on February 28, 2022. The Notes mature on November 30, 2026.
The Company may redeem the Notes for cash in whole or in part at any time at its option. Prior to November 30, 2023, the redemption price will be $25.00 per $25.00 principal amount of Notes, plus a "make-whole” premium consisting of the greater of (1) 1.0% of the principal amount of the Note and (2) the excess of (a) the present value at such redemption date of (i)
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the redemption price of the Note at November 30, 2023 plus (ii) all required interest payments due on the Note through November 30, 2023 (excluding accrued but unpaid interest to the redemption date), computed using a discount rate equal to the Treasury Rate as of such redemption date plus 50 basis points discounted to the redemption date on a semi-annual basis (assuming a 360- day year consisting of twelve 30-day months), over (b) the principal amount of the Note, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after November 30, 2023, the Company may redeem the Notes (i) on or after November 30, 2023 and prior to November 30, 2024, at a price equal to $25.50 per $25.00 principal amount of Notes, (ii) on or after November 30, 2024 and prior to November 30, 2025, at a price equal to $25.25 per $25.00 principal amount of Notes and (iii) on or after November 30, 2025, at a price equal to $25.00 per $25.00 principal amount of Notes, plus (in each case noted above) accrued and unpaid interest, if any, to, but excluding, the date of redemption.
The Indenture contains customary events of default and cure provisions. If an event of default (other than an event of default of the type described in the following sentence) occurs and is continuing with respect to the Notes, the Trustee may, and at the direction of the registered holders of at least 25% in aggregate principal amount of the outstanding debt securities of the Notes shall, declare the principal amount plus accrued and unpaid interest, premium and additional amounts, if any, on the Notes to be due and payable immediately. If an event of default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal amount plus accrued and unpaid interest, and premium, if any, on the Notes will become immediately due and payable without any action on the part of the Trustee or any holder of the Notes.
On November 8, 2021, the Company used the majority of the net proceeds from the Notes offering to repay the outstanding borrowings under the Term Credit Agreement. In connection with the repayment of the outstanding borrowings under the Term Credit Agreement, the Company incurred prepayment fees and accrued interest costs of $2.6 million and wrote off $7.1 million of debt issuance costs and $4.6 million of original issuance discount related to the Term Credit Agreement. The remaining net proceeds were used for general corporate purposes.
The Revolving Facility provides that the ABL Lenders may extend revolving loans in an aggregate principal amount not to exceed $225.0 million at any time outstanding (the “Revolving Credit Commitment”), of which up to $125.0 million is available under a U.S. facility, an aggregate of $80.0 million is available under a European facility, $10.0 million is available under a Hong Kong facility, $5.0 million is available under a French facility, and $5.0 million is available under a Canadian facility, in each case, subject to the borrowing base availability limitations described below. The Revolving Facility also includes an up to $45.0 million subfacility for the issuance of letters of credit (the “Letters of Credit”). The Revolving Facility expires and is due and payable on November 8, 2027 (provided, that if the Company has any indebtedness in an amount in excess of $35.0 million that matures prior to November 8, 2027, the maturity date of the Revolving Facility shall be the 91st day prior to the maturity date of such other indebtedness). The French facility includes a $1.0 million subfacility for swingline loans, and the European facility includes a $7.0 million subfacility for swingline loans. The Revolving Facility is subject to a line cap equal to the lesser of the total Revolving Credit Commitment and the aggregate borrowing bases under the U.S. facility, the European facility, the Hong Kong facility, the French facility and the Canadian facility. Loans under the Revolving Facility may be made in U.S. dollars, Canadian dollars, euros, Hong Kong dollars or pounds sterling.
The Revolving Facility is an asset-based facility, in which borrowing availability is subject to a borrowing base equal to:(a) with respect to the Company, the sum of (i) the lesser of (x) 90% of the appraised net orderly liquidation value of eligible U.S. finished goods inventory and (y) 65% of the lower of cost or market value of eligible U.S. finished goods inventory, plus (ii) 85% of the eligible U.S. accounts receivable, plus (iii) 90% of eligible U.S. credit card accounts receivable, plus (iv) the lesser of (x) 40% of the appraised net orderly liquidation value of eligible U.S. intellectual property and (y) $20.0 million, minus (v) the aggregate amount of reserves, if any, established by the ABL Agent; (b) with respect to each non-U.S. borrower (except for the French Borrower), the sum of (i) the lesser of (x) 90% of the appraised net orderly liquidation value of eligible foreign finished goods inventory of such non-U.S. borrower and (y) 65% of the lower of cost or market value of eligible foreign finished goods inventory of such non-U.S. borrower, plus (ii) 85% of the eligible foreign accounts receivable of such non-U.S. borrower, minus (iii) the aggregate amount of reserves, if any, established by the ABL Agent; and (c) with respect to the French Borrower, (i) 85% of eligible French accounts receivable minus (ii) the aggregate amount of reserves, if any, established by the ABL Agent. Not more than 60% of the aggregate borrowing base under the Revolving Facility may consist of the non-U.S. borrowing bases. The above advance rates (other than the advance rates with respect to intellectual property) are seasonally increased by 5% (e.g. from 90% to 95%) during the period commencing on the date of delivery of the borrowing base certificate with respect to the second fiscal month of the Company and ending on the last day of the period covered by the borrowing base certificate delivered with respect to the fifth fiscal month of the Company.
The Revolving Facility also includes a commitment fee, payable quarterly in arrears, of 0.250% or 0.375% determined by reference to the average daily unused portion of the overall commitment under the Revolving Facility. The ABL Borrowers will pay the ABL Agent, on the account of the issuing ABL Lenders, an issuance fee of 0.125% for any issued Letters of Credit.
The ABL Borrowers have the right to request an increase to the commitments under the Revolving Facility or any subfacility in an aggregate principal amount not to exceed $75.0 million in increments no less than $10.0 million, subject to certain terms and conditions as defined in the Revolving Facility.
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The Revolving Facility is secured by guarantees by the Company and certain of its domestic subsidiaries. Additionally, the Company and such subsidiaries have granted liens on all or substantially all of their assets in order to secure the obligations under the Revolving Facility. In addition, the Swiss Borrower, the Hong Kong Borrower, the French Borrower, the German Borrower and the Canadian Borrower, and the other non-U.S. borrowers from time to time party to the Revolving Facility are required to enter into security instruments with respect to all or substantially all of their assets that can be pledged under applicable local law, and certain of their respective subsidiaries may guarantee the respective non-U.S. obligations under the Revolving Facility.
The Revolving Facility contains customary affirmative and negative covenants and events of default, such as compliance with annual audited and quarterly unaudited financial statements disclosures. Upon an event of default, the ABL Agent will have the right to declare the revolving loans and other obligations outstanding immediately due and payable and all commitments immediately terminated or reduced, subject to cure periods and grace periods set forth in the Revolving Facility.
As of October 1, 2022, the Company had $150.0 million and $151.0 million outstanding under the Notes and Revolving Facility, respectively. The Company had net borrowings of $44.2 million and $151.0 million under the Revolving Facility during the Third Quarter and Year To Date Period, respectively. Amounts available under the Revolving Facility were reduced by any amounts outstanding under standby Letters of Credit. As of October 1, 2022, the Company had available borrowing capacity of $50.4 million under the Revolving Facility. The Company incurred approximately $2.6 million and $7.9 million of interest expense related to the Notes during the Third Quarter and Year To Date Period, respectively. The Company incurred approximately $0.9 million and $1.1 million of interest expense related to the Revolving Facility during the Third Quarter and Year To Date Period, respectively. The Company incurred approximately $0.9 million and $2.6 million of interest expense related to the amortization of debt issuance costs during the Third Quarter and Year To Date Period, respectively. At October 1, 2022, the Company was in compliance with all debt covenants related to its credit facilities.

16. RESTRUCTURING
    In fiscal year 2019, the Company launched New World Fossil 2.0 - Transform to Grow Program (“NWF 2.0”), which was focused on optimizing the Company’s operating structure to be more efficient, with faster decision-making and a more customer-centric focus. In addition to optimizing the way the Company goes to market, the Company pursued additional gross margin expansion opportunities. The Company has taken a zero-based budgeting approach to adjust its business model to enable more investment in digital capabilities and marketing, move closer to the consumer and react more quickly to the ever-evolving consumer shopping patterns. The Company also changed its overall business processes and resources, creating a more centrally directed operating model, reducing complexity and redundancy, and operating at a lower cost base. The NWF 2.0 restructuring program was expanded to address additional challenges posed by COVID-19, including a number of cost saving measures such as store closures. The Company estimates NWF 2.0 total charges of $6.0 million for fiscal year 2022, which will conclude this program.
    The following table shows a rollforward of the accrued liability related to the Company’s NWF 2.0 restructuring plan (in thousands):
For the 13 Weeks Ended October 1, 2022
LiabilitiesLiabilities
July 2, 2022ChargesCash PaymentsNon-cash ItemsOctober 1, 2022
Store closures$— $— $— $— $— 
Professional services130 — 43 — 87 
Severance and employee-related benefits3,616 — 885 — 2,731 
Total$3,746 $— $928 $— $2,818 

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For the 13 Weeks Ended October 2, 2021
LiabilitiesLiabilities
July 3, 2021ChargesCash PaymentsNon-cash ItemsOctober 2, 2021
Store closures$19 $244 $201 $47 $15 
Professional services2,076 1,405 2,264 — 1,217 
Severance and employee-related benefits5,756 3,798 4,667 — 4,887 
Total$7,851 $5,447 $7,132 $47 $6,119 
For the 39 Weeks Ended October 1, 2022
LiabilitiesLiabilities
January 1, 2022ChargesCash PaymentsNon-cash ItemsOctober 1, 2022
Store closures$300 $405 $613 $92 $— 
Professional services643 135 691 — 87 
Severance and employee-related benefits4,388 4,898 5,770 785 2,731 
Total$5,331 $5,438 $7,074 $877 $2,818 
For the 39 Weeks Ended October 2, 2021
LiabilitiesLiabilities
January 2, 2021ChargesCash PaymentsNon-cash ItemsOctober 2, 2021
Store closures$240 $1,913 $391 $1,747 $15 
Professional services2,280 4,812 5,875 — 1,217 
Severance and employee-related benefits7,741 11,991 14,845 — 4,887 
Total$10,261 $18,716 $21,111 $1,747 $6,119 

    NWF 2.0 restructuring charges by operating segment were as follows (in thousands):

For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021
Americas$— $737 $83 $2,116 
Europe— 1,828 1,531 8,872 
Asia— 1,484 1,204 3,289 
Corporate— 1,398 2,620 4,439 
Consolidated$— $5,447 $5,438 $18,716 
    


17. SUBSEQUENT EVENT

    Credit Agreement. On November 8, 2022, the Company and its subsidiaries party to the Revolving Facility as borrowers and guarantors entered into Amendment No. 4 (the “Amendment”) to the Revolving Facility. The Amendment, among other things, (i) extended the maturity date of the Revolving Facility to November 8, 2027 (provided, that if the Company has any indebtedness in an amount in excess of $35.0 million that matures prior to November 8, 2027, the maturity date of the Revolving Facility shall be the 91st day prior to the maturity date of such other indebtedness) and (ii) changed the calculation methodology of the borrowing base to include the value of certain of the Company’s intellectual property in such methodology and to provide for seasonal increases to certain advance rates.



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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following is a discussion of the financial condition and results of operations of Fossil Group, Inc. and its subsidiaries for the thirteen week periods ended October 1, 2022 (the “Third Quarter”) and October 2, 2021 (the “Prior Year Quarter”), and the thirty-nine week periods ended October 1, 2022 (the "Year To Date Period") and October 2, 2021 (the "Prior Year YTD Period"). This discussion should be read in conjunction with the condensed consolidated financial statements and the related notes thereto.
Overview
We are a global design, marketing and distribution company that specializes in consumer fashion accessories. Our principal offerings include an extensive line of men's and women's fashion watches and jewelry, handbags, small leather goods, belts, and sunglasses. In the watch and jewelry product categories, we have a diverse portfolio of globally recognized owned and licensed brand names under which our products are marketed.
Our products are distributed globally through various distribution channels including wholesale in countries where we have a physical presence, direct to the consumer through our retail stores and commercial websites and through third-party distributors in countries where we do not maintain a physical presence. Our products are offered at varying price points to meet the needs of our customers, whether they are value-conscious or luxury oriented. Based on our range of accessory products, brands, distribution channels and price points, we are able to target style-conscious consumers across a wide age spectrum on a global basis.

Known or Anticipated Trends

Based on our recent operating results and current perspectives on our operating environment, we anticipate the following trends will continue to impact our operating results:

COVID-19: Our business operations and financial performance continue to be materially impacted by COVID-19. The COVID-19 pandemic has negatively affected the global economies, disrupted global supply chains and financial markets, and led to significant travel and transportation restrictions, including periodic mandatory closures of non-essential businesses and orders to shelter-in-place. The lockdowns and travel restrictions, particularly in China, have had a significant adverse impact on our sales throughout the Year To Date Period, and we expect that to continue. We remain focused on protecting the health and safety of our employees, customers and suppliers to minimize potential disruptions and supporting the community to address challenges posed by the global COVID-19 pandemic.

Supply Chain: Our business is subject to the risks inherent in global sourcing supply. We rely on domestic and foreign suppliers to provide us with merchandise in a timely manner and at favorable prices. Certain key components in our products come from limited sources of supply, which exposes us to potential supply shortages that could disrupt the manufacture and sale of our products. Any interruption or delay in the supply of key components could significantly harm our ability to meet scheduled product deliveries to our customers and cause us to lose sales. Among our foreign suppliers, China is the source of a substantial majority of our imports. We have experienced, and expect to continue to experience, increased international transit times, particularly for our leathers products and packaging. A disruption in the flow of our imported merchandise from China may significantly decrease our profits.

Inflation: We have encountered inflation on our shipping costs for a majority of our products. A material increase in the cost of our products or transportation without any offsetting price increases may significantly reduce our profits. In addition, recent historic high rates of inflation, including increased fuel and food prices, has led to a softening of consumer demand and increased promotional activity in our categories and may lead to further challenges to grow our sales. Ongoing inflation may also negatively impact our cost structure and labor costs in the future.

Foreign Currencies: The rapid strengthening of the U.S. dollar relative to major foreign currencies unfavorably impacted our net sales and profitability in the Year To Date Period, and we expect foreign currency translation will continue to negatively impact our financial results in fiscal year 2022 when compared with fiscal year 2021.

Inventory Levels: A slowing of consumer demand has resulted in excess inventory in the marketplace in fiscal year 2022. With higher marketplace inventories and a rapidly changing economic environment, retailers are rationalizing their inventory needs. Because we expect marketplace inventories to remain elevated, we are reducing future inventory purchases.

Russia-Ukraine Conflict: Our operations in Russia consist of sales through a third-party distributor. Sales to this distributor are currently on hold. Our sales in Russia are not material to our financial results. We have no other operations,
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including supply chain, in Russia or Ukraine. However, the continuation of the Russia-Ukraine military conflict and/or an escalation of the conflict beyond its current scope may weaken the global economy and could result in additional inflationary pressures and supply chain constraints.

Data Security: We depend on information technology systems, the Internet and computer networks for a substantial portion of our retail and e-commerce businesses, including credit card transaction authorization and processing. We also receive and store personal information about our customers and employees, the protection of which is critical to us. In the normal course of our business, we collect, retain, and transmit certain sensitive and confidential customer information, including credit card information, over public networks. Despite the security measures we currently have in place, our facilities and systems and those of our third party service providers have been, and will continue to be, vulnerable to theft of physical information, security breaches, hacking attempts, computer viruses and malware, ransomware, phishing, lost data and programming and/or human errors. To date, none of these risks, intrusions, attacks or human error have resulted in any material liability to us. While we carry insurance policies that would provide liability coverage for certain of these matters, if we experience a significant security incident, we could be subject to liability or other damages that exceed our insurance coverage, and we cannot be certain that such insurance policies will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim.

Business Strategies and Outlook: Notwithstanding the COVID-19 pandemic, we plan to execute the following strategies to enhance our brands, grow our revenue and improve profitability. The first strategic initiative is to increase brand excitement by crafting compelling stories that build upon brand equities for both owned and licensed brands across our product categories. Key to this strategy is our ongoing effort in innovation in our product categories and marketing capabilities, where we aim to build larger communities of brand loyalists. Our second strategic initiative is to increase digital engagement and online sales over the long-term. While digital sales have trended down year-over-year, we continue to invest in our owned e-commerce sites around the world and in third party marketplaces to enhance our direct to consumer engagement, which we believe can build long-term customer value. Our third strategic initiative is to optimize our operations. We initiated the New World Fossil – Transform to Grow ("NWF 2.0") initiative in 2019 aimed to further simplify our operations and to reallocate resources toward growth, and we achieved our $250 million run-rate savings goal in 2021. Although we are nearing completion of our NWF 2.0 program, we will continue to optimize our operations with further reductions to our store footprint, expense reductions and increased focus on inventory management and supply chain efficiency. Our fourth strategic initiative is to expand our opportunity in mainland China and India. In these countries, we are continuing to execute against a strategy centered around localized marketing and segmented assortments. Although the impact of COVID-19 is likely to disrupt our growth trajectory in the short to intermediate term, we continue to view mainland China and India as compelling long-term opportunities. With the current headwinds, including inflation and recessionary pressures, we will focus on managing our working capital and inventory levels. This will include selling down our current inventory and possibly reducing our open to buy in early 2023.

For a more complete discussion of the risks facing our business, see “Part I, Item 1A. Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January 1, 2022.

Operating Segments

We operate our business in three segments which are divided into geographies. Net sales for each geographic segment are based on the location of the selling entity, and each reportable segment provides similar products and services.
Americas: The Americas segment is comprised of sales from our operations in the United States, Canada and Latin America. Sales are generated through diversified distribution channels that include wholesalers, distributors, and direct to consumer. Within each channel, we sell our products through a variety of physical points of sale, distributors and e-commerce channels. In the direct to consumer channel, we had 153 Company-owned stores as of the end of the Third Quarter and an extensive collection of products available through our owned websites.
Europe: The Europe segment is comprised of sales to customers based in European countries, the Middle East and Africa. Sales are generated through diversified distribution channels that include wholesalers, distributors and direct to consumer. Within each channel, we sell our products through a variety of physical points of sale, distributors, and e-commerce channels. In the direct to consumer channel, we had 111 Company-owned stores as of the end of the Third Quarter and an extensive collection of products available through our owned websites.
Asia: The Asia segment is comprised of sales to customers based in Australia, China (including Hong Kong, Macau and Taiwan), India, Indonesia, Japan, Malaysia, New Zealand, Singapore, South Korea and Thailand. Sales are generated through diversified distribution channels that include wholesalers, distributors and direct to consumer. Within each channel, we sell our products through a variety of physical points of sale, distributors, and e-commerce channels. In the direct to consumer channel,
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we had 80 Company-owned stores as of the end of the Third Quarter and an extensive collection of products available through our owned websites.

Key Measures of Financial Performance and Key Non-GAAP Financial Measures

Constant Currency Financial Information: As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. The translation of the operations of our foreign-based entities from their local currencies into U.S. dollars is sensitive to changes in foreign currency exchange rates and can have a significant impact on our reported financial results. In general, our overall financial results are affected positively by a weaker U.S. dollar and are affected negatively by a stronger U.S. dollar as compared to the foreign currencies in which we conduct our business.

As a result, in addition to presenting financial measures in accordance with accounting principles generally accepted in the United States of America ("GAAP"), our discussion contains references to constant currency financial information, which is a non-GAAP financial measure. To calculate net sales on a constant currency basis, net sales for the current fiscal year for entities reporting in currencies other than the U.S. dollar are translated into U.S. dollars at the average rates during the comparable period of the prior fiscal year. We present constant currency information to provide investors with a basis to evaluate how our underlying business performed excluding the effects of foreign currency exchange rate fluctuations. The constant currency financial information presented herein should not be considered a substitute for, or superior to, the measures of financial performance prepared in accordance with GAAP. Reconciliations between constant currency financial information and the most directly comparable GAAP measure are included where applicable.

Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings per Share: Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings per share are non-GAAP financial measures. We define Adjusted EBITDA as our income (loss) before income taxes, plus interest expense, amortization and depreciation, impairment expense, other non-cash charges, stock-based compensation expense, restructuring expense and unamortized debt issuance costs included in loss on extinguishment of debt minus interest income. We define Adjusted operating income (loss) as operating income (loss) before impairment expense and restructuring expense. We define Adjusted net income (loss) and Adjusted earnings per share as net income attributable to Fossil Group, Inc. and diluted earnings per share, respectively, before impairment expense, restructuring expense and unamortized debt issuance costs included in loss on extinguishment of debt. We have included Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings per share herein because they are widely used by investors for valuation and for comparing our financial performance with the performance of our competitors. We also use these non-GAAP financial measures to monitor and compare the financial performance of our operations. Our presentation of Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings per share may not be comparable to similarly titled measures other companies report. Adjusted EBITDA, Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings per share are not intended to be used as alternatives to any measure of our performance in accordance with GAAP.

Digital Sales: We continue to accelerate our investments and capabilities in our global digital platform, and digital sales provide an important metric for our company. The digital space provides unique ways of engaging our customers. Digital sales include sales on our own e-commerce sites, global third party platforms, and wholesale dot com sites.

Comparable Retail Sales: Both stores and e-commerce sites are included in comparable retail sales in the thirteenth month of operation. Stores that experience a gross square footage change of 10% or more due to an expansion and/or relocation are removed from the comparable store sales base, but are included in total sales. These stores are returned to the comparable store sales base in the thirteenth month following the expansion and/or relocation. Comparable retail sales also exclude the effects of foreign currency fluctuations.

Store Counts: Store counts continue to provide a key metric for management. Over time, we have made progress right-sizing our fleet of stores, focusing on closing our least profitable stores, and the size and quality of our store fleet have a direct impact on our sales and profitability.

Total Liquidity: We define total liquidity as cash and cash equivalents plus available borrowings on our revolving credit facility. We monitor and forecast total liquidity to ensure we can meet our financial obligations.

Components of Results of Operations

Revenues from sales of our products are recognized when control of the product is transferred to the customer and in an amount that reflects the consideration we expect to be entitled in exchange for the product. We accept limited returns from customers. We continually monitor returns and maintain a provision for estimated returns based upon historical experience and any specific issues identified. Product returns provision is accounted for as a reduction to revenue and cost of sales and an increase to customer liabilities and other current assets to the extent the returned product is resalable.
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Cost of Sales includes raw material costs, assembly labor, assembly overhead including depreciation expense, assembly warehousing costs and shipping and handling costs related to the movement of finished goods from assembly locations to sales distribution centers and from sales distribution centers to customer locations. Additionally, cost of sales includes customs duties, product packaging cost, royalty cost associated with sales of licensed products, the cost of molding and tooling and inventory shrinkage and damages.

Gross Profit and gross profit margin are influenced by our diversified business model that includes, but is not limited to: (i) product categories that we distribute; (ii) the multiple brands, including both owned and licensed, we offer within several product categories; (iii) the geographical presence of our businesses; and (iv) the different distribution channels we sell to or through.

The attributes of this diversified business model produce varying ranges of gross profit margin. Generally, on a historical basis, our fashion branded traditional watch and jewelry offerings produce higher gross profit margins than our smartwatches and leather goods offerings. In addition, in most product categories that we offer, brands with higher retail price points generally produce higher gross profit margins compared to those of lower retail priced brands. However, smartwatches carry relatively lower margins than our other major product categories. Gross profit margins related to sales in our Europe and Asia businesses are historically higher than our Americas business, primarily due to the following factors: (i) premiums charged in comparison to retail prices on products sold in the U.S.; (ii) the product sales mix in our international businesses, in comparison to our Americas business, is comprised more predominantly of watches and jewelry that generally produce higher gross profit margins than leather goods; and (iii) the watch sales mix in our Europe and Asia businesses, in comparison to our Americas business, are comprised more predominantly of higher priced licensed brands.

Operating Expenses include selling, general and administrative ("SG&A"), other long-lived asset impairments and restructuring charges. SG&A expenses include selling and distribution expenses primarily consisting of sales and distribution labor costs, sales distribution center and warehouse facility costs, depreciation expense related to sales distribution and warehouse facilities, the four-wall operating costs of our retail stores, point-of-sale expenses, advertising expenses and art, design and product development labor costs. SG&A also includes general and administrative expenses primarily consisting of administrative support labor and support costs such as treasury, legal, information services, accounting, internal audit, human resources, executive management costs and costs associated with stock-based compensation. Restructuring charges include costs to reorganize, refine and optimize our Company’s infrastructure and store closures under our New World Fossil initiatives.


Results of Operations
Quarterly Periods Ended October 1, 2022 and October 2, 2021
Consolidated Net Sales. Net sales decreased $55.5 million, or 11.3%, for the Third Quarter as compared to the Prior Year Quarter, with sales declines in all three regions. Currency decreased sales by 6.1% compared to the Prior Year Quarter with the most notable impact in Europe. In constant currency, sales declined 5.2% compared to the Prior Year Quarter with declines in Americas and Asia while Europe was flat. Net sales in mainland China, captured in our Asia segment, were down significantly. The sales declines in the three regions were partly offset by increases in corporate revenue recognized over time, due to the timing of progress in completing performance obligations under a licensing agreement. From a channel perspective, declines in our wholesale channel offset growth in our direct to consumer channels. Within our direct to consumer channels, global comparable retail sales grew 15.2% primarily due to increased store sales in all three regions, while our owned e-commerce websites increased 3%. In the Third Quarter, digital sales, which include sales from our owned e-commerce channels, third party e-commerce platforms and wholesale dot com, were 37% of worldwide net sales and decreased 19.5% (12.0% in constant currency) compared to the Prior Year Quarter. From a category perspective, traditional watch sales decreased 10.3% (4.2% in constant currency) driven by sales declines in EMPORIO ARMANI in China. Sales of smartwatches declined 38.3% (33.5% in constant currency) partly due to lapping the prior year's gen 6 launch and due to lower consumer demand across geographies and channels. Jewelry declined 18.1% (9.1% in constant currency) primarily due to declines in MICHAEL KORS jewelry. Partially offsetting these declines was growth in leathers of 12.9% (17.4% in constant currency) primarily due to greater inventory availability as compared to the Prior Year Quarter and new designs that are resonating with customers.
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The following table sets forth consolidated net sales by segment (dollars in millions):
 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021Growth (Decline)
 Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Americas$184.3 42.2 %$193.7 39.4 %$(9.4)(4.9)%(4.4)%
Europe143.7 32.9 165.9 33.7 (22.2)(13.4)0.1 
Asia100.2 23.0 129.5 26.3 (29.3)(22.6)(17.3)
Corporate8.1 1.9 2.7 0.6 5.4 200.0 200.0 
Total$436.3 100.0 %$491.8 100.0 %$(55.5)(11.3)%(5.2)%
Net sales information by product category is summarized as follows (dollars in millions):
 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021  
 Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$310.2 71.1 %$345.8 70.3 %$(35.6)(10.3)%(4.2)%
    Smartwatches33.3 7.6 54.0 11.0 (20.7)(38.3)(33.5)
Total watches$343.5 78.7 %$399.8 81.3 %$(56.3)(14.1)(8.2)
Leathers41.1 9.4 36.4 7.4 4.7 12.9 17.4 
Jewelry37.9 8.7 46.3 9.4 (8.4)(18.1)(9.1)
Other13.8 3.2 9.3 1.9 4.5 48.4 55.5 
Total$436.3 100.0 %$491.8 100.0 %$(55.5)(11.3)%(5.2)%
In the Third Quarter, the translation of foreign-based net sales into U.S. dollars decreased reported net sales by $30.1 million, including unfavorable impacts of $22.3 million, $6.9 million and $0.9 million in our Europe, Asia and Americas segments, respectively, as compared to the Prior Year Quarter.
Stores. The following table sets forth the number of stores on the dates indicated below:
October 2, 2021OpenedClosedOctober 3, 2022
Americas163010153
Europe128017111
Asia835880
Total stores374535344

Americas Net Sales. Americas net sales decreased $9.4 million, or 4.9% (4.4% in constant currency), during the Third Quarter in comparison to the Prior Year Quarter. In the region, sales decreases in the U.S. were partially offset by sales increases in Canada and Mexico. Sales decreased in our wholesale channel primarily reflecting lower consumer demand in smartwatches and were partially offset by increases in store sales and owned e-commerce. Comparable retail sales were moderately positive during the Third Quarter, primarily due to increased store traffic.
The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Americas segment (dollars in millions):
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 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021  
Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
     Traditional watches$132.1 71.7 %$131.0 67.6 %$1.1 0.8 %1.3 %
     Smartwatches14.6 7.9 25.2 13.0 (10.6)(42.1)(41.9)
Total watches$146.7 79.6 %$156.2 80.6 %$(9.5)(6.1)(5.7)
Leathers27.3 14.8 23.4 12.1 3.9 16.7 17.3 
Jewelry8.4 4.6 12.3 6.4 (3.9)(31.7)(31.7)
Other1.9 1.0 1.8 0.9 0.1 5.6 15.1 
Total$184.3 100.0 %$193.7 100.0 %$(9.4)(4.9)%(4.4)%

Europe Net Sales. Europe net sales decreased $22.2 million, or 13.4% (increased 0.1% in constant currency), during the Third Quarter in comparison to the Prior Year Quarter. The weakening of foreign currencies, predominantly the euro, against the U.S. dollar significantly decreased our net sales in the Third Quarter. The greatest decreases were located in Germany. Comparable retail sales increased moderately during the Third Quarter as growth in store sales was partially offset by decreased owned e-commerce sales.

The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Europe segment (dollars in millions)
 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021  
 Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$102.1 71.1 %$113.5 68.4 %$(11.4)(10.0)%3.7 %
    Smartwatches10.4 7.2 16.3 9.8 (5.9)(36.2)(25.4)
Total watches$112.5 78.3 %$129.8 78.2 %$(17.3)(13.3)0.1 
Leathers5.7 4.0 7.2 4.3 (1.5)(20.8)(7.9)
Jewelry23.0 16.0 25.6 15.4 (2.6)(10.2)3.9 
Other2.5 1.7 3.3 2.1 (0.8)(24.2)(12.3)
Total$143.7 100.0 %$165.9 100.0 %$(22.2)(13.4)%0.1 %

Asia Net Sales. Net sales in Asia decreased $29.3 million, or 22.6% (17.3% in constant currency), during the Third Quarter in comparison to the Prior Year Quarter. The sales decrease was largely driven by greater China and predominately in the EMPORIO ARMANI brand. COVID-19 policies in mainland China, which include restrictions on travel abroad, continued to negatively affect sales across all channels and also impacted other key markets that have historically benefited from China tourism. Comparable retail sales increased significantly during the Third Quarter, driven by increased store sales in Malaysia and Australia as a result of traffic growth, partially offset by decreased owned e-commerce sales.
The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Asia segment (dollars in millions):
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 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021  
 Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$76.0 75.8 %$101.3 78.2 %$(25.3)(25.0)%(20.2)%
    Smartwatches8.3 8.3 12.5 9.6 (4.2)(33.6)(26.6)
Total watches$84.3 84.1 %$113.8 87.8 %$(29.5)(25.9)(20.9)
Leathers8.2 8.2 5.8 4.5 2.4 41.4 48.5 
Jewelry6.6 6.6 8.5 6.6 (1.9)(22.4)(16.3)
Other1.1 1.1 1.4 1.1 (0.3)(21.4)(1.9)
Total$100.2 100.0 %$129.5 100.0 %$(29.3)(22.6)%(17.3)%

Gross Profit. Gross profit of $219.6 million in the Third Quarter decreased 15.4% in comparison to $259.5 million in the Prior Year Quarter. Our gross profit margin rate decreased to 50.3% in the Third Quarter compared to 52.8% in the Prior Year Quarter. The year-over-year decrease primarily reflects increased freight costs, an unfavorable currency impact and increased promotions. These costs were partially offset by increases in revenue recognized over time, due to the timing of progress in completing performance obligations under a licensing agreement, increased net foreign currency hedging contract gains in the current year as compared to the prior year and favorable product mix.
Operating Expenses. Total operating expenses in the Third Quarter decreased by 6.9% to $197.1 million or 45.2% of net sales, in comparison to $211.7 million or 43.0% of net sales in the Prior Year Quarter. As a percentage of net sales, SG&A expenses increased to 45.0% in the Third Quarter as compared to 41.8% in the Prior Year Quarter, due to increased compensation costs which were partially offset by reduced store costs resulting from lower store count. There were no restructuring expenses in the Third Quarter, while the Prior Year Quarter included $5.4 million in restructuring costs. The translation of foreign-denominated expenses during the Third Quarter decreased operating expenses by $10.6 million as a result of the stronger U.S. dollar.
Operating Income. Operating income in the Third Quarter was $22.5 million as compared to operating income of $47.8 million in the Prior Year Quarter. As a percentage of net sales, operating margin was 5.2% in the Third Quarter compared to 9.7% in the Prior Year Quarter. Operating margin rate in the Third Quarter included an unfavorable impact of 190 basis points due to changes in foreign currencies.
Operating income by segment is summarized as follows (dollars in millions):
 For the 13 Weeks Ended October 1, 2022For the 13 Weeks Ended October 2, 2021ChangeOperating Margin %
 DollarsPercentage20222021
Americas$33.4 $46.6 $(13.2)(28.3)%18.1 %24.0 %
Europe31.1 40.5 (9.4)(23.2)21.6 24.4 
Asia17.5 24.0 (6.5)(27.1)17.5 18.5 
Corporate(59.5)(63.3)3.8 6.0 
Total operating income$22.5 $47.8 $(25.3)(52.9)%5.2 %9.7 %
Interest Expense. Interest expense decreased by $1.3 million during the Third Quarter compared to the Prior Year Quarter, primarily driven by reduced debt issuance costs amortization.
Other Income (Expense)-Net. During the Third Quarter, other income (expense)-net was expense of $1.9 million in comparison to expense of $0.5 million in the Prior Year Quarter, reflecting increased net currency losses in the Third Quarter as compared to the Prior Year Quarter.
    Provision for Income Taxes. Income tax expense for the Third Quarter was $9.2 million, resulting in an effective income tax rate of 59.5%. For the Prior Year Quarter, income tax expense was $9.0 million, resulting in an effective income tax rate of 22.0%. The effective tax rate in the Third Quarter was unfavorable as compared to the Prior Year Quarter due to a higher level of foreign losses for which no tax benefit can be accrued. The Prior Year Quarter’s effective tax rate also benefited from
37



favorable discrete items. No tax benefit has been accrued on the Third Quarter U.S. tax losses and certain foreign tax losses due to the uncertainty of whether they can be used in the future.

Net Income (Loss) Attributable to Fossil Group, Inc. Third Quarter net income (loss) attributable to Fossil Group, Inc. was net income of $5.8 million, or $0.11 per diluted share, in comparison to net income of $31.4 million, or $0.60 per diluted share, in the Prior Year Quarter. During the Third Quarter, currencies unfavorably affected income per diluted share by approximately $0.14.

Adjusted Net Income (Loss). Adjusted net income (loss) for the Third Quarter was net income of $6.3 million with adjusted income per diluted share of $0.12 compared to adjusted net income of $36.2 million with adjusted income per diluted share of $0.69 in the Prior Year Quarter.

Adjusted EBITDA. The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure, which is income (loss) before income taxes. Certain line items presented in the table below, when aggregated, may not foot due to rounding (dollars in millions).

For the 13 Weeks Ended
October, 1 2022October 2, 2021
Dollars% of Net SalesDollars% of Net Sales
Income (loss) before income taxes$15.5 3.6%$40.9 8.3 %
Plus:
Interest expense5.1 6.4 
Amortization and depreciation5.6 7.0 
Other long-lived asset impairments0.6 0.6 
Other non-cash charges(0.4)(0.6)
Stock-based compensation(0.3)2.9 
Restructuring expense— 5.4 
Less:
Interest income0.1 0.1 
Adjusted EBITDA$26.0 6.0 %$62.5 12.7 %

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Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share. The following tables reconcile Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share to the most directly comparable GAAP financial measures, which are operating income (loss), net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively. Certain line items presented in the table below, when aggregated, may not foot due to rounding.

For the 13 Weeks Ended October 1, 2022
($ in millions, except per share data):As ReportedOther Long-Lived Asset ImpairmentAs Adjusted
Operating income (loss)$22.5 $0.6 $23.1 
Operating margin (% of net sales)5.2 %5.3 %
Interest expense$(5.1)$— $(5.1)
Other income (expense) - net(1.9)— (1.9)
Income (loss) before income taxes15.5 0.6 16.1 
Provision for income taxes9.2 0.1 9.3 
Less: net income attributable to noncontrolling interest(0.4 )— (0.4 )
Net income (loss) attributable to Fossil Group, Inc.$5.8 $0.5 $6.3 
Diluted earnings (loss) per share$0.11 $0.01 $0.12 

For the 13 Weeks Ended October 2, 2021
($ in millions, except per share data):As ReportedOther Long-Lived Asset ImpairmentRestructuring ExpensesAs Adjusted
Operating income (loss)$47.8 $0.6 $5.4 $53.8 
Operating margin (% of net sales)9.7 %10.9 %
Interest expense$(6.4)$— $— $(6.4)
Other income (expense) - net(0.5)— — (0.5)
Income (loss) before income taxes40.9 0.6 5.4 46.9 
Provision for income taxes9.0 0.1 1.1 10.2 
Less: Net income attributable to noncontrolling interest(0.5)— — (0.5)
Net income (loss) attributable to Fossil Group, Inc.$31.4 $0.5 $4.3 $36.2 
Diluted earnings (loss) per share$0.60 $0.01 $0.08 $0.69 



Fiscal Year To Date Periods Ended October 1, 2022 and October 2, 2021
Consolidated Net Sales. Net sales decreased $82.5 million or 6.5% (2.1% in constant currency) for the Year To Date Period as compared to the Prior Year YTD Period. Sales declines were primarily driven by Asia, where declines in greater China more than offset sales growth in India as compared to the Prior Year YTD Period. Our net sales in China have been negatively affected by COVID-19 driven policies during the Year To Date Period and our most significant sales declines were in EMPORIO ARMANI traditional watches, as compared to the Prior Year YTD Period. Sales of smartwatches declined during the Year To Date Period partly due to lapping the prior year's gen 6 launch and due to lower consumer demand across geographies and channels. In the Year To Date Period, digital sales were 35% of worldwide net sales and decreased 21.1% (16.4% in constant currency) compared to the Prior Year YTD Period. Global comparable retail sales increased 14.5% primarily due to increased store traffic and were partially offset by sales declines in our owned e-commerce websites.


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The following table sets forth consolidated net sales by segment (dollars in millions):

 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021Growth (Decline)
 Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Americas$514.5 43.5 %$523.0 41.3 %$(8.5)(1.6)%(1.3)%
Europe376.1 31.8 399.5 31.6 (23.4)(5.9)4.5 
Asia279.6 23.6 331.6 26.2 (52.0)(15.7)(11.8)
Corporate13.1 1.1 11.7 0.9 1.4 12.0 12.8 
Total$1,183.3 100.0 %$1,265.8 100.0 %$(82.5)(6.5)%(2.1)%

Net sales information by product category is summarized as follows (dollars in millions):
 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$830.3 70.2 %$878.8 69.4 %$(48.5)(5.5)%(1.2)%
    Smartwatches104.7 8.8 150.1 11.9 (45.4)(30.2)(26.4)
Total watches$935.0 79.0 %$1,028.9 81.3 %$(93.9)(9.1)(4.9)
Leathers111.2 9.4 103.8 8.2 7.4 7.1 10.5 
Jewelry106.5 9.0 105.0 8.3 1.5 1.4 9.0 
Other30.6 2.6 28.1 2.2 2.5 8.9 13.9 
Total$1,183.3 100.0 %$1,265.8 100.0 %$(82.5)(6.5)%(2.1)%
In the Year To Date Period, the translation of foreign-based net sales into U.S. dollars decreased reported net sales by $56.3 million, including unfavorable impacts of $41.5 million, $12.8 million and $1.9 million in our Europe, Asia and Americas segments, respectively, compared to the Prior Year YTD Period.
Americas Net Sales. Americas net sales decreased $8.5 million, or 1.6% (1.3% in constant currency), during the Year To Date Period in comparison to the Prior Year YTD Period. The declines were largely in MICHAEL KORS and FOSSIL brands versus the Prior Year YTD Period. We saw growth in our retail store channel while our wholesale and e-commerce channels declined. Geographically, sales growth in Canada was more than offset by sales declines in the U.S., while Mexico was flat. Comparable retail sales were moderately positive during the Year To Date Period, primarily due to increased store traffic and were partially offset by sales declines in our owned e-commerce websites.
The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Americas segment (dollars in millions):
 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$366.7 71.3 %$349.0 66.7 %$17.7 5.1 %5.4 %
    Smartwatches47.2 9.2 78.3 15.0 (31.1)(39.7)(39.5)
Total watches$413.9 80.5 %$427.3 81.7 %$(13.4)(3.1)(2.8)
Leathers69.1 13.4 63.9 12.2 5.2 8.1 8.7 
Jewelry25.5 5.0 26.5 5.1 (1.0)(3.8)(3.1)
Other6.0 1.2 5.3 1.0 0.7 13.2 8.7 
Total$514.5 100.1 %$523.0 100.0 %$(8.5)(1.6)%(1.3)%
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Europe Net Sales. Europe net sales decreased $23.4 million, or 5.9% (increase of 4.5% in constant currency), during the Year To Date Period in comparison to the Prior Year YTD Period. The declines were primarily in FOSSIL brand versus the Prior Year YTD Period. Strong retail stores growth was offset by declines in our e-commerce and wholesale channels as consumers returned to brick and mortar stores. Comparable retail sales in the region also increased strongly during the Year To Date Period.
The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Europe segment (dollars in millions):

 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$253.7 67.5 %$266.3 66.7 %$(12.6)(4.7)%5.6 %
    Smartwatches33.3 8.8 43.2 10.8 (9.9)(22.9)(13.8)
Total watches$287.0 76.3 %$309.5 77.5 %$(22.5)(7.3)2.9 
Leathers18.4 4.9 19.9 5.0 (1.5)(7.5)2.6 
Jewelry62.7 16.7 62.0 15.5 0.7 1.1 12.6 
Other8.0 2.1 8.1 2.0 (0.1)(1.2)10.5 
Total$376.1 100.0 %$399.5 100.0 %$(23.4)(5.9)%4.5 %

Asia Net Sales. Asia net sales decreased $52.0 million, or 15.7% (11.8% in constant currency), during the Year To Date Period in comparison to the Prior Year YTD Period. Sales declines were primarily driven by greater China as a result of COVID-19 policies and were partially offset by strong growth in India during the Year To Date Period as compared to the Prior Year YTD Period. Sales declines were predominantly in the EMPORIO ARMANI brand. For the Year To Date Period, comparable retail sales increased significantly driven by store traffic increases in Malaysia, India and Australia.
The following table sets forth product net sales and the changes in product net sales on both a reported and constant-currency basis from period to period for the Asia segment (dollars in millions):
 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021Growth (Decline)
Net SalesPercentage
of Total
Net SalesPercentage
of Total
DollarsPercentage As ReportedPercentage Constant Currency
Watches:
    Traditional watches$209.9 75.1 %$262.4 79.1 %$(52.5)(20.0)%(16.7)%
    Smartwatches24.1 8.6 28.5 8.6 (4.4)(15.4)(9.4)
Total watches$234.0 83.7 %$290.9 87.7 %$(56.9)(19.6)(15.9)
Leathers23.8 8.5 20.1 6.1 3.7 18.4 23.7 
Jewelry18.2 6.5 16.6 5.0 1.6 9.6 14.7 
Other3.6 1.3 4.0 1.2 (0.4)(10.0)(0.9)
Total$279.6 100.0 %$331.6 100.0 %$(52.0)(15.7)%(11.8)%

Gross Profit. Gross profit of $595.3 million in the Year To Date Period decreased $68.7 million, or 10.3%, in comparison to $664.0 million in the Prior Year YTD Period. Gross profit margin rate decreased to 50.3% in the Year To Date Period compared to 52.5% in the Prior Year YTD Period. The gross profit margin rate declined largely due to increased freight costs, an unfavorable currency impact and a non-recurrence of the prior year's tariff reductions. These costs were partially offset by increases in revenue recognized over time, due to the timing of progress in completing performance obligations under a licensing agreement, increased net foreign currency hedging contract gains in the current year as compared to the prior year and favorable product mix.
Operating Expenses. For the Year To Date Period, total operating expenses decreased to $598.0 million compared to $618.6 million in the Prior Year YTD Period. As a percentage of net sales, SG&A expenses increased to 50.0% in the Year To
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Date Period as compared to 46.9% in the Prior Year YTD Period mainly driven by increased compensation costs which were partially offset by reduced store costs resulting from lower store count. During the Year To Date Period, we incurred restructuring costs of $5.4 million in comparison to restructuring costs of $18.7 million in the Prior Year YTD Period. We incurred other long-lived asset impairment charges of $1.1 million in the Year To Date Period compared to charges of $6.3 million in the Prior Year YTD Period. The translation of foreign-denominated expenses during the Year To Date Period decreased operating expenses by $23.4 million as a result of the stronger U.S. dollar.
Operating Income (Loss). Operating income (loss) was a loss of $2.7 million in the Year To Date Period as compared to income of $45.4 million in the Prior Year YTD Period. The operating loss in the Year To Date Period was primarily due to the decline in net sales and margin rate in the Year To Date Period. As a percentage of net sales, operating margin was (0.2)% in the Year To Date Period as compared to 3.6% in the Prior Year YTD Period and was negatively impacted by approximately 120 basis points due to changes in foreign currencies.
Operating income (loss) by segment is summarized as follows (dollars in millions): 
 For the 39 Weeks Ended October 1, 2022For the 39 Weeks Ended October 2, 2021ChangeOperating Margin %
 DollarsPercentage20222021
Americas$88.0 $109.2 $(21.2)(19.4)%17.1 %20.9 %
Europe65.5 67.6 (2.1)(3.1)17.4 16.9 
Asia38.8 50.6 (11.8)(23.3)13.9 15.2 
Corporate(195.0)(182.0)(13.0)(7.1)
Total operating income (loss)$(2.7)$45.4 $(48.1)(105.9)%(0.2)%3.6 %

Interest Expense. Interest expense decreased by $6.8 million during the Year To Date Period, primarily driven by reduced debt issuance costs amortization.
Other Income (Expense)-Net. During the Year To Date Period, other income (expense)-net was a net expense of $1.9 million in the Year to Date Period compared to net income of $0.9 million in the Prior Year YTD Period.
Provision for Income Taxes. Income tax expense for the Year To Date Period was $15.9 million, resulting in an effective income tax rate of (87.9)%. The Prior Year YTD Period income tax expense was $19.2 million resulting in an effective tax rate of 73.8%. The Year to Date Period effective tax rate was unfavorable to the Prior Year YTD Period due to a higher level of foreign losses for which no tax benefit could be accrued. No tax benefit has been accrued on the Year to Date Period U.S. tax losses and certain foreign tax losses due to the uncertainty of whether they can be used in the future. The Year to Date Period effective tax rate is negative because income tax expense was accrued on foreign entities with positive taxable income while the consolidated results were a loss.
Net Income (Loss) Attributable to Fossil Group, Inc. For the Year To Date Period, we had a net loss of $34.7 million, or $0.67 per diluted share, in comparison to income of $5.8 million, or $0.11 per diluted share, in the Prior Year YTD Period. Diluted loss per share in the Year To Date Period, as compared to the Prior Year YTD Period, was negatively impacted by $0.20 per diluted share due to the currency impact of a stronger U.S. dollar.

Adjusted Net Income (Loss). Adjusted net loss for the Year To Date Period was $29.5 million with adjusted loss per diluted share of $0.57 compared to adjusted net income of $25.6 million with adjusted income per diluted share of $0.48 in the Prior Year YTD Period.

Adjusted EBITDA. The following table reconciles Adjusted EBITDA to the most directly comparable GAAP financial measure, which is income (loss) before income taxes. Certain line items presented in the table below, when aggregated, may not foot due to rounding (dollars in millions).

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For the 39 Weeks Ended
October 1, 2022October 2, 2021
Dollars% of Net SalesDollars% of Net Sales
Income (loss) before income taxes$(18.1)(1.5)%$26.0 2.1 %
Plus:
Interest expense13.4 20.3 
Amortization and depreciation17.6 23.4 
Other long-lived asset impairments1.1 6.3 
Other non-cash charges(1.6)(1.3)
Stock-based compensation5.8 7.2 
Restructuring expense5.4 18.7 
Less:
Interest income(0.4)0.3 
Adjusted EBITDA$24.0 2.0 %$100.3 7.9 %

Adjusted Operating Income (Loss), Adjusted Net Income (Loss) and Adjusted Earnings (Loss) per Share. The following tables reconcile Adjusted operating income (loss), Adjusted net income (loss) and Adjusted earnings (loss) per share to the most directly comparable GAAP financial measures, which are operating income (loss), net income (loss) attributable to Fossil Group, Inc. and diluted earnings (loss) per share, respectively. Certain line items presented in the table below, when aggregated, may not foot due to rounding.
For the 39 Weeks Ended October 1, 2022
($ in millions, except per share data):As ReportedOther Long-Lived Asset ImpairmentRestructuring ExpensesAs Adjusted
Operating income (loss)$(2.7)$1.1 $5.4 $3.8 
Operating margin (% of net sales)(0.2)%0.3 %
Interest expense$(13.4)$— $— $(13.4)
Other income (expense) - net(1.9)— — (1.9)
Income (loss) before income taxes(18.1)1.1 5.4 (11.6)
Provision for income taxes15.9 0.2 1.1 17.2 
Less: net income attributable to noncontrolling interest(0.7)— — (0.7)
Net income (loss) attributable to Fossil Group, Inc.$(34.7)$0.9 $4.3 $(29.5)
Diluted earnings (loss) per share$(0.67)$0.02 $0.08 $(0.57)

For the 39 Weeks Ended October 2, 2021
($ in millions, except per share data):As ReportedOther Long-Lived Asset ImpairmentRestructuring ExpensesAs Adjusted
Operating income (loss)$45.4 $6.3 $18.7 $70.4 
Operating margin (% of net sales)3.6 %5.6 %
Interest expense$(20.3)$— $— $(20.3)
Other income (expense) - net0.9 — — 0.9 
Income (loss) before income taxes26.0 6.3 18.7 51.0 
Provision for income taxes19.2 1.3 3.9 24.4 
Less: Net income attributable to noncontrolling interest(1.0)— — (1.0)
Net income (loss) attributable to Fossil Group, Inc.$5.8 $5.0 $14.8 $25.6 
Diluted earnings (loss) per share$0.11 $0.09 $0.28 $0.48 

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Liquidity and Capital Resources
Our cash and cash equivalents balance at the end of the Third Quarter was $162.6 million, including $153.6 million held in banks outside the U.S., in comparison to cash and cash equivalents of $181.8 million at the end of the Prior Year Quarter and $250.8 million at the end of fiscal year 2021. Historically, our business operations have not required substantial cash during the first several months of our fiscal year. Generally, starting in the third quarter, our cash needs begin to increase, typically reaching a peak in the September-November time frame as we increase inventory levels in advance of the holiday season. Our quarterly cash requirements are also impacted by debt repayments, restructuring charges, strategic investments such as acquisitions and other capital expenditures.
At the end of the Third Quarter, we had net working capital of $586.6 million compared to net working capital of $418.1 million at the end of the Prior Year Quarter. The increase in working capital was largely due to an increase in inventory, a reduction in accounts payable as we normalized vendor payment terms in the current year, and decreased accrued expenses. At the end of the Third Quarter, we had $0.4 million of short-term borrowings and $293.6 million in long-term debt including unamortized issuance costs.
Operating Activities. Cash used in operating activities is net income (loss) adjusted for certain non-cash items and changes in assets and liabilities. Cash used in operating activities in the Year To Date Period increased primarily due to cash of $272.8 million used by working capital items and a net loss of $34.0 million, partially offset by net non-cash items of $92.0 million.
Investing Activities. Investing cash flows primarily consist of capital expenditures and are offset by proceeds from the sale of property, plant and equipment. The investing cash flows were higher in the Prior Year YTD Period, due to the sale of property, plant and equipment, when compared to the Year To Date Period.
Financing Activities. Financing cash flows primarily consist of borrowings and repayments of debt. The increase in financing cash flows was due to net borrowings during the Year To Date Period compared with net repayments during the Prior Year YTD Period under the Revolving Facility. We also repurchased $10.0 million of common stock during the Year To Date Period under our $30.0 million stock repurchase program.
Material Cash Requirements. We have various payment obligations as part of our ordinary course of business. Our material cash requirements include: (1) operating lease obligations (see Note 14 Leases within the Condensed Consolidated Financial Statements); (2) debt repayments (see Note 15 Debt Activity within the Condensed Consolidated Financial Statements); (3) non-cancellable purchase obligations; (4) minimum royalty payments; and (5) employee wages, benefits, and incentives. Moreover, we may be subject to additional material cash requirements that are contingent upon the occurrence of certain events, e.g., legal contingencies, uncertain tax positions (see Note 5 Income Taxes within the Condensed Consolidated Financial Statements) and other matters.
For fiscal year 2022, we expect total capital expenditures to be approximately $15 million to $20 million.
Sources of Liquidity. We believe cash flows from operations, combined with existing cash on hand and amounts available under our credit facilities will be sufficient to fund our cash needs for the foreseeable future, not including maturities of long-term debt. Although we believe we have adequate sources of liquidity in the short-term and long-term, the success of our operations, in light of the market volatility and uncertainty as a result of the COVID-19 pandemic, among other factors, could impact our business and liquidity. In the event our liquidity is insufficient, we may be required to limit our spending or sell assets or equity or debt securities.
The following table shows our sources of liquidity (in millions):
October 1, 2022October 2, 2021
Cash and cash equivalents$162.6 $181.8 
Revolver availability50.4 123.6
Total liquidity$213.0 $305.4 

Notes: In November 2021, we sold $150.0 million aggregate principal amount of our 7.00% senior notes due 2026 (the "Notes"), generating net proceeds of approximately $141.7 million. On November 8, 2021, we used the majority of the net proceeds from the Notes offering to repay the $122.0 million of outstanding borrowings under the Term Credit Agreement (as defined below). The remaining net proceeds were used for general corporate purposes.

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The Notes are our general unsecured obligations. The Notes bear interest at the rate of 7.00% per annum. Interest on the Notes is payable quarterly in arrears on February 28, May 31, August 31 and November 30 of each year. The Notes mature on November 30, 2026. We may redeem the Notes for cash in whole or in part at any time at our option. Prior to November 30, 2023, the redemption price will be $25.00 per $25.00 principal amount of Notes, plus a “make-whole” premium plus accrued and unpaid interest, if any, to, but excluding, the date of redemption. On and after November 30, 2023 we may redeem the Notes (i) on or after November 30, 2023 and prior to November 30, 2024, at a price equal to $25.50 per $25.00 principal amount of Notes, (ii) on or after November 30, 2024 and prior to November 30, 2025, at a price equal to $25.25 per $25.00 principal amount of Notes and (iii) on or after November 30, 2025, at a price equal to $25.00 per $25.00 principal amount of Notes, plus (in each case noted above) accrued and unpaid interest, if any, to, but excluding, the date of redemption.
Term Credit Agreement: On September 26, 2019, we, as borrower, entered into a term credit agreement with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (as amended to date, the “Term Credit Agreement”). On November 8, 2021, we used the majority of the net proceeds from the Notes offering to repay all of the outstanding borrowings under the Term Credit Agreement. In connection with the repayment of the outstanding borrowings under the Term Credit Agreement, we incurred prepayment fees and accrued interest costs of $2.6 million and wrote off $7.1 million of debt issuance costs and $4.6 million of original issuance discount related to the Term Credit Agreement.

Revolving Facility: On September 26, 2019, we and Fossil Partners L.P., as the U.S. borrowers, and Fossil Group Europe GmbH, Fossil Asia Pacific Limited, Fossil (Europe) GmbH, Fossil (UK) Limited and Fossil Canada Inc., as the non-U.S. borrowers, certain other of our subsidiaries from time to time party thereto designated as borrowers, and certain of our subsidiaries from time to time party thereto as guarantors, entered into a secured asset-based revolving credit agreement (as amended from time to time, the “Revolving Facility”) with JPMorgan Chase Bank, N.A. as administrative agent (the "ABL Agent"), J.P. Morgan AG, as French collateral agent, JPMorgan Chase Bank, N.A., Citizens Bank, N.A. and Wells Fargo Bank, National Association as joint bookrunners and joint lead arrangers, and Citizens Bank, N.A. and Wells Fargo Bank, National Association, as co-syndication agents and each of the lenders from time to time party thereto (the "ABL Lenders"). The Revolving Facility expires and is due and payable on November 8, 2027, provided that, if on the date that is the 91st day prior to the final maturity date of any indebtedness in excess of $35.0 million, such other indebtedness is outstanding on such date, then the maturity date for the Revolving Facility shall be such earlier date.

The Revolving Facility provides that the ABL Lenders may extend revolving loans in an aggregate principal amount not to exceed $225.0 million at any time outstanding (the “Revolving Credit Commitment”), of which up to $125.0 million is available under a U.S. facility, an aggregate of $70.0 million is available under a European facility, $20.0 million is available under a Hong Kong facility, $5.0 million is available under a French facility, and $5.0 million is available under a Canadian facility, in each case, subject to the borrowing base availability limitations described below. The Revolving Facility also includes an up to $45.0 million subfacility for the issuance of letters of credit (the “Letters of Credit”). The French facility includes a $1.0 million subfacility for swingline loans, and the European facility includes a $7.0 million subfacility for swingline loans. The Revolving Facility is subject to a line cap equal to the lesser of the total Revolving Credit Commitment and the aggregate borrowing bases under the U.S. facility, the European facility, the Hong Kong facility, the French facility and the Canadian facility. Loans under the Revolving Facility may be made in U.S. dollars, Canadian dollars, euros, Hong Kong dollars or pounds sterling.
The Revolving Facility is an asset-based facility, in which borrowing availability is subject to a borrowing base equal to:(a) with respect to us, the sum of (i) the lesser of (x) 90% of the appraised net orderly liquidation value of eligible U.S. finished goods inventory and (y) 65% of the lower of cost or market value of eligible U.S. finished goods inventory, plus(ii) 85% of the eligible U.S. accounts receivable, plus (iii) 90% of eligible U.S. credit card accounts receivable, plus (iv) the lesser of (x) 40% of the appraised net orderly liquidation value of eligible U.S. intellectual property and (y) $20.0 million, minus (v) the aggregate amount of reserves, if any, established by the ABL Agent; (b) with respect to each non-U.S. borrower (except for the French Borrower), the sum of (i) the lesser of (x) 90% of the appraised net orderly liquidation value of eligible foreign finished goods inventory of such non-U.S. borrower and (y) 65% of the lower of cost or market value of eligible foreign finished goods inventory of such non-U.S. borrower, plus (ii) 85% of the eligible foreign accounts receivable of such non-U.S. borrower, minus (iii) the aggregate amount of reserves, if any, established by the ABL Agent; and (c) with respect to the French Borrower, (i) 85% of eligible French accounts receivable minus (ii) the aggregate amount of reserves, if any, established by the ABL Agent. Not more than 60% of the aggregate borrowing base under the Revolving Facility may consist of the non-U.S. borrowing bases.
The above advance rates (other than the advance rate with respect to intellectual property) are seasonally increased by 5% (e.g. from 90% to 95%) during the period commencing on the date of delivery of the borrowing base certificate with respect to the second fiscal month of the Company and ending on the last day of the period covered by the borrowing base certificate delivered with respect to the fifth fiscal month of the Company.
Year To Date 2022 Activity: We had net borrowings of $151.0 million under the Revolving Facility during the Year To Date Period at an average interest rate of 2.6%. As of October 1, 2022, we had $150.0 million outstanding under the Notes and
45



$151.0 million outstanding under the Revolving Facility. We also had unamortized debt issuance costs of $7.3 million recorded in long-term debt and $3.3 million recorded in intangible and other assets-net. In addition, we had $4.2 million of outstanding standby Letters of Credit at October 1, 2022. Amounts available under the Revolving Facility are reduced by any amounts outstanding under standby Letters of Credit. As of October 1, 2022, we had available borrowing capacity of $50.4 million under the Revolving Facility. At October 1, 2022, we were in compliance with all debt covenants related to our credit facilities.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods reported. On an on-going basis, we evaluate our estimates and judgments, including those related to product returns, inventories, long-lived asset impairment and income taxes. We base our estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances. Our estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no changes to the critical accounting policies and estimates disclosed in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022.

Forward-Looking Statements
The statements contained in this Quarterly Report on Form10-Q that are not historical facts, including, but not limited to, statements regarding our expected financial position, results of operations, business and financing plans found in this Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Item 3. Quantitative and Qualitative Disclosures About Market Risk, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The words "may,” "believes,” "will,” "should,” "seek,” "forecast,” "outlook,” "estimate,” "continue,” "anticipate,” "intend,” "could,” "would,” "project,” "predict,” "potential,” "plan,” "expect” or the negative or plural of these words or similar expressions identify forward-looking statements. The actual results of the future events described in such forward-looking statements could differ materially from those stated in such forward-looking statements. Among the factors that could cause actual results to differ materially are: increased political uncertainty and the Ukraine crisis; the effect of worldwide economic conditions; the effect of the COVID-19 pandemic; the impact of inflation; results of tax examinations; significant changes in consumer spending patterns or preferences; interruptions or delays in the supply of key components or products; acts of war or acts of terrorism; loss of key facilities; data breach or information systems disruptions; changes in foreign currency valuations in relation to the U.S. dollar; lower levels of consumer spending resulting from a general economic downturn or generally reduced shopping activity caused by public safety or consumer confidence concerns; the performance of our products within the prevailing retail environment; customer acceptance of both new designs and newly-introduced product lines; changes in the mix of product sales; the effects of vigorous competition in the markets in which we operate; compliance with debt covenants and other contractual provisions and meeting debt service obligations; risks related to the success of our business strategy; the termination or non-renewal of material licenses; risks related to foreign operations and manufacturing; changes in the costs of materials and labor; government regulation and tariffs; our ability to secure and protect trademarks and other intellectual property rights; levels of traffic to and management of our retail stores; loss of key personnel and the outcome of current and possible future litigation.
In addition to the factors listed above, our actual results may differ materially due to the other risks and uncertainties discussed in our Quarterly Reports on Form 10-Q and the risks and uncertainties set forth in our Annual Report on Form 10-K for the fiscal year ended January 1, 2022. Accordingly, readers of this Quarterly Report on Form 10-Q should consider these facts in evaluating the information and are cautioned not to place undue reliance on the forward-looking statements contained herein. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

46



Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Rate Risk
As a multinational enterprise, we are exposed to changes in foreign currency exchange rates. Our most significant foreign currency risk relates to the euro and, to a lesser extent, the Canadian dollar, Japanese yen, British pound, Mexican peso and Australian dollar as compared to the U.S. dollar. Due to our vertical nature whereby a significant portion of goods are sourced from our owned entities, we face foreign currency risks related to the necessary current settlement of intercompany inventory transactions. We employ a variety of operating practices to manage these market risks relative to foreign currency exchange rate changes and, where deemed appropriate, utilize forward contracts. These operating practices include, among others, our ability to convert foreign currency into U.S. dollars at spot rates and to maintain U.S. dollar pricing relative to sales of our products to certain distributors located outside the U.S. Additionally, we enter into forward contracts to manage fluctuations in Japanese yen exchange rates that will be used to settle future third-party inventory component purchases by a U.S. dollar functional currency subsidiary. The use of forward contracts allows us to offset exposure to rate fluctuations because the gains or losses incurred on the derivative instruments will offset, in whole or in part, losses or gains on the underlying foreign currency exposure. We use derivative instruments only for risk management purposes and do not use them for speculation or for trading. There were no significant changes in how we managed foreign currency transactional exposure in the Third Quarter, and management does not anticipate any significant changes in such exposures or in the strategies we employ to manage such exposure in the near future.
The following table shows our outstanding forward contracts designated as cash flow hedges for inventory transactions (in millions) at October 1, 2022 and their expiration dates.
Functional CurrencyContract Currency 
TypeAmountTypeAmountExpiring Through
Euro105.1 U.S. dollar113.6 February 2024
Canadian dollar44.7 U.S. dollar34.9 March 2024
Mexican peso302.3 U.S. dollar14.7 June 2023
British pound7.9 U.S. dollar10.0 March 2024
Japanese yen847.6 U.S. dollar7.0 March 2024
Australian dollar9.6 U.S. dollar6.8 September 2023
U.S. dollar13.4 Japanese yen1,730.0 August 2023
If we were to settle our forward contracts listed in the table above as of October 1, 2022, the result would have been a net gain of $13.5 million. As of October 1, 2022, a 10% unfavorable change in the U.S. dollar strengthening against foreign currencies to which we have balance sheet transactional exposures would have decreased net pre-tax income by $17.3 million. The translation of the balance sheets of our foreign-based operations from their local currencies into U.S. dollars is also sensitive to changes in foreign currency exchange rates. As of October 1, 2022, a 10% unfavorable change in the exchange rate of the U.S. dollar strengthening against the foreign currencies to which we have exposure would have reduced consolidated stockholders' equity by approximately $40.3 million.
Interest Rate Risk
We are subject to interest rate volatility with regard to debt borrowings. Based on our variable-rate debt outstanding as of October 1, 2022, a 100 basis point increase in interest rates would increase annual interest expense by $1.5 million.

Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We conducted an evaluation of the effectiveness of our “disclosure controls and procedures” (“Disclosure Controls”), as defined by Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this Quarterly Report on Form 10-Q. The Disclosure Controls evaluation was done under the supervision and with the participation of management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.
47



Based upon this evaluation, our CEO and CFO have concluded that our Disclosure Controls were effective as of October 1, 2022.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the Third Quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



48



PART II—OTHER INFORMATION

Item 1. Legal Proceedings
There are no legal proceedings to which we are a party or to which our properties are subject, other than routine matters incidental to our business that is not material to our consolidated financial condition, results of operations or cash flows.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors contained in Item 1A. “Risk Factors” in Part I of our Annual Report on Form 10-K for the fiscal year ended January 1, 2022 and in other documents we file with the Securities and Exchange Commission, in evaluating the Company and its business.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
There were no shares of common stock repurchased under our repurchase program during the Third Quarter.


Item 5. Other Information
None.

49



Item 6. Exhibits
(a)                  Exhibits
Exhibit
Number
 Document Description
   
3.1 
   
3.2 
   
3.3 
10.1
31.1(1) 
   
31.2(1) 
   
32.1(2) 
   
32.2(2) 
   
101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
   
101.SCH Inline XBRL Taxonomy Extension Schema Document.
   
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
   
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
   
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
   
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
_______________________________________________
(1)                 Filed herewith.
(2)                 Furnished herewith.

    
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. 
 
FOSSIL GROUP, INC.
  
November 10, 2022/S/ SUNIL M. DOSHI
 Sunil M. Doshi
 Executive Vice President, Chief Financial Officer and Treasurer (Principal financial and accounting officer duly authorized to sign on behalf of the Registrant)
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