Fossil Group (FOSL) Registration Filing summary

Company overview and business model

• Operates globally in design, marketing, and distribution of fashion accessories, primarily watches, jewelry, handbags, and related products.

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

• Owns and licenses multiple brands, including FOSSIL, SKAGEN, MICHELE, and major licensed brands like ARMANI EXCHANGE and MICHAEL KORS.

• Recently implemented a comprehensive transformation and turnaround plan to refocus on core business, reduce costs, and strengthen the balance sheet.

Financial performance and metrics

• Net sales declined from $1.7 billion in 2022 to $1.1 billion in 2024, with net losses increasing from $44 million to $106 million over the same period.

• As of July 5, 2025, total indebtedness was $180 million, with $109.9 million in cash and equivalents.

• Adjusted EBITDA for the 27 weeks ended July 5, 2025, was $16.2 million.

• Working capital as of July 5, 2025, was $223.8 million.

Use of proceeds and capital allocation

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

• Proceeds from the exercise of warrants will be used for general corporate purposes, potentially including debt repayment.

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