Fossil Group (FOSL) Registration Filing summary

Company overview and business model

• Operates as a global design, marketing, and distribution company specializing in fashion accessories, including watches, jewelry, handbags, leather goods, and sunglasses, with a diverse portfolio of owned and licensed brands.

• Distributes products through wholesale, direct-to-consumer retail stores, e-commerce, and third-party distributors in over 130 countries.

• Core business is watches, accounting for over 77% of net sales in recent years; also offers jewelry, handbags, and other accessories.

• Owns brands such as FOSSIL, SKAGEN, MICHELE, RELIC, and ZODIAC, and licenses major brands including ARMANI EXCHANGE, DIESEL, EMPORIO ARMANI, KATE SPADE NEW YORK, MICHAEL KORS, SKECHERS, and TORY BURCH.

• Recently implemented a Turnaround Plan focused on refocusing on core businesses, rightsizing cost structure, and strengthening the balance sheet.

Financial performance and metrics

• Net sales for the fiscal year 2024 were $1.14 billion, with a gross profit of $597 million and an operating loss of $143 million.

• Adjusted EBITDA for the 27 weeks ended July 5, 2025, was $16.2 million; total debt as of July 5, 2025, was $181 million.

• Working capital as of July 5, 2025, was $223.8 million; total assets were $704.5 million.

• The company concluded its Transform and Grow (TAG) plan in 2024, achieving annualized operating income benefits of $280 million.

Use of proceeds and capital allocation

• Net cash proceeds from the Rights Offering will be used to repay borrowings under the ABL Facility and, to the extent of any excess, for working capital and general business purposes.

• Proceeds from the exercise of Initial Public Warrants will be used for general corporate purposes, including potential debt repayment.

• No cash proceeds will be received from the issuance of First-Out or Second-Out Notes in the Exchange Offer or Consent Solicitation.