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NASDAQ: FOSL Fossil Group, Inc. 10-Q

Gross margin expanded to 62.4% from 57.5%, reflecting improved product margins in our core categories driven by benefits from our full price selling model, sourcing initiatives and reduced tariffs.

Filed August 13, 2026 · Period ending July 4, 2026 · Compared to 10-Q Aug 14, 2025 · ~1 min read

Key Financials

SEC XBRL
Metric PriorJul 5, 2025 CurrentJul 4, 2026 Δ
Revenue $220.4M $209.7M ▼ -4.9%
Net income (to common) -$2.3M -$10.6M ▼ -363.3%
Diluted EPS -$0.04 -$0.18 ▼ -350.0%
Operating income $8.5M $3.2M ▼ -62.3%
Cash & equivalents $109.9M $79.0M ▼ -28.1%
Long-term debt $165.6M $203.0M ▲ +22.6%
Total assets $704.5M $653.1M ▼ -7.3%

As reported in XBRL by the filer · 10-Q vs 10-Q. Income figures cover the fiscal quarter (not year-to-date); cash & assets are period-end balances. n/m = not meaningful (sign change; a % would mislead). about this table · verify on EDGAR →

3 key changes 2 high relevance 3 sections

Key Changes

  • medium

    Operating income declined to $3.2M from $8.5M, including a gain on sale of European warehouse in the prior-year quarter.

  • high

    Interest expense nearly doubled to $8.3M from $4.3M, due to increased debt issuance cost amortization, higher debt balances and increased interest rates.

  • high

    Cash and cash equivalents fell to $79.0M from $95.8M at year-end, while long-term debt rose to $203.0M from $173.8M following the debt restructuring.

Summary

Gross margin improved to 62.4% from 57.5%, which the company attributes to improved product margins in our core categories driven by benefits from our full price selling model, sourcing initiatives and reduced tariffs. However, operating income fell to $3.2M from $8.5M, including a gain on sale of European warehouse in the prior-year quarter. Interest expense rose to $8.3M from $4.3M, reflecting increased debt issuance cost amortization, higher debt balances and increased interest rates.

Long-term debt increased to $203.0M from $173.8M at year-end, following the completion of the debt restructuring in November 2025.

Section-by-Section Diff

MD&A

~14,000 words (-19% vs prior)

The Company completed its debt restructuring, replacing the prior notes with new secured notes and a new revolving credit facility, and updated its tariff exposure discussion to reflect IEEPA refunds and new tariffs.

7 Modified
Substantive Edit Tariff exposure and IEEPA refunds high

Previous filing · verify on EDGAR →

In early 2025, the current U.S. presidential administration announced significant new tariffs on foreign imports into the U.S., including from China. In April 2025, the U.S. government announced additional tariffs on various goods imported into the U.S., which was followed by several months of rapid changes in U.S. trade policies including recent sweeping tariff increases, as well as retaliatory tariffs by foreign countries. As of early August 2025, following multiple delays and pauses in implementation, higher tariff rates went into effect for most products imported into the United States from most of the major trading partners of the U.S.

Current filing · verify on EDGAR →

In February 2026, the Supreme Court of the United States held that the President of the United States is not authorized to impose tariffs under the International Economic Emergency Powers Act (“IEEPA”), resulting in the elimination of certain higher tariff rates against most major trading partners, including China. Following that ruling, the U.S. Court of International Trade ("CIT") issued an order directing U.S. Customs and Border Protection ("CBP") to process refunds of the IEEPA tariffs. CBP is proceeding with a phased rollout of refunds. Any potential recovery of IEEPA tariffs through this established process represents a loss recovery. During the Year To Date Period, we received refund claims under Phase I of the IEEPA refund process in the amount of $4.9 million and have recorded a receivable for an additional $1.0 million.

The current filing reflects the Supreme Court's February 2026 ruling that eliminated IEEPA tariffs and the subsequent refund process, with $4.9 million received and $1.0 million receivable recorded. The baseline described the initial tariff increases and volatility without any refund mechanism.

Substantive Edit Debt restructuring and new credit facilities high

Previous filing · verify on EDGAR →

On August 13, 2025, the Company, Fossil (UK) Global Services Ltd. (“Fossil UK”), and certain direct and indirect subsidiaries of the Company identified therein (collectively, the “Company Parties”) also entered into a Transaction Support Agreement (the “Transaction Support Agreement”) with certain holders (the “Consenting Noteholders”) of the Company's Notes.

Current filing · verify on EDGAR →

On November 13, 2025, we consummated the previously announced offer to exchange (the "Exchange Offer") with respect to the Prior Notes and the concurrent rights offering (the "Rights Offering") pursuant to a restructuring plan under Part 26A of the UK Companies Act 2006 (as amended) (the "Restructuring Plan") and together with the Exchange Offer and the Rights Offering, the "Transactions").

The current filing reports the completed restructuring, including the exchange of prior notes for new First-Out and Second-Out notes and a new revolving credit facility. The baseline only described the Transaction Support Agreement as a subsequent event.

Substantive Edit Business strategy and Turnaround Plan evolution medium

Previous filing · verify on EDGAR →

Our Turnaround Plan is centered on three key areas: (i) refocusing on our core, (ii) rightsizing our cost structure, and (iii) strengthening our balance sheet.

Current filing · verify on EDGAR →

For 2026 and beyond, we are progressing our Turnaround Plan, with a focus on three new strategic pillars: (i) driving profitable growth, (ii) optimizing our operating model, and (iii) building shareholder value. Over the next three years, this evolution of our strategic turnaround pillars is expected to generate a return to top line growth, and improved operating margins and free cash flows.

The Company has updated its strategic pillars from the original three areas to new pillars focused on profitable growth, operating model optimization, and shareholder value, signaling a shift in strategic priorities.

Substantive Edit Store count and footprint reduction medium

Previous filing · verify on EDGAR →

We have closed a net 34 retail stores in the first half of 2025 and plan to close an additional 10 to 15 stores in the second half of the year.

Current filing · verify on EDGAR →

We have reduced our store footprint by 17.8% since the end of the Prior Year Quarter, including stores converted to franchises with the sale of our South Africa subsidiary.

The current filing quantifies the store footprint reduction at 17.8% and attributes part of it to the sale of the South Africa subsidiary, while the baseline only stated the number of stores closed and planned closures.

Substantive Edit Liquidity and capital resources high

Previous filing · verify on EDGAR →

At the end of the Second Quarter, we had $13.4 million of short-term borrowings and $165.6 million in long-term debt including unamortized issuance costs compared to $2.6 million of short-term borrowings and $156.5 million in long-term debt including unamortized issuance costs at the end of the Prior Year Quarter.

Current filing · verify on EDGAR →

At the end of the Second Quarter, we had $13,000 of short-term borrowings and $203.0 million in long-term debt including unamortized issuance costs compared to $13.4 million of short-term borrowings and $165.6 million in long-term debt including unamortized issuance costs at the end of the Prior Year Quarter.

The current filing shows a significant increase in long-term debt to $203.0 million from $165.6 million, reflecting the new notes issued in the restructuring, while short-term borrowings decreased to $13,000 from $13.4 million.

Substantive Edit Revolving credit facility availability medium

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As of August 13, 2025, we had $31.1 million of available borrowing capacity under our New Revolving Credit Facility.

Current filing · verify on EDGAR →

As of July 4, 2026, we had available borrowing capacity of $17.6 million under the Revolving Credit Facility.

Available borrowing capacity decreased from $31.1 million as of August 13, 2025 to $17.6 million as of July 4, 2026, indicating higher utilization of the facility.

Show 1 minor / wording change
Substantive Edit Capital expenditure guidance low

Previous filing · verify on EDGAR →

For fiscal year 2025, we expect total capital expenditures to be approximately $5 million.

Current filing · verify on EDGAR →

For fiscal year 2026, we expect total capital expenditures to be approximately $9.0 million.

The Company increased its capital expenditure guidance from approximately $5 million for fiscal 2025 to approximately $9.0 million for fiscal 2026.

Risk Factors

~700 words (+1% vs prior)

The risk factors section replaced the indebtedness risk with an updated tariff risk reflecting recent trade actions and court rulings.

1 Added 1 Removed
Removed Highly leveraged indebtedness risk medium

Removed from previous filing · verify on EDGAR →

We are highly leveraged. Our substantial indebtedness and the corresponding cash debt service obligations could adversely affect our competitiveness, our liquidity, our operations, and our ability to obtain additional financing if necessary.

The risk factor discussing the company's high leverage and debt service obligations has been removed from the quarterly risk factors.

Added Tariff risk high

Added in current filing · verify on EDGAR →

Tariffs or other restrictions placed on imports from China and any retaliatory trade measures taken by China could materially harm our revenue and results of operations.

A new risk factor discusses tariffs on imports from China and potential retaliatory trade measures.

Notes

~13,800 words (+6% vs prior)

The notes reflect a major debt restructuring: the prior notes were cancelled and replaced with new First-Out and Second-Out notes, and a new revolving credit facility was entered into.

7 Modified
Substantive Edit Debt restructuring and new credit facility high

Previous filing · verify on EDGAR →

Notes: In November 2021, the Company sold $150.0 million aggregate principal amount of 7.00% senior notes due November 2026 (the “Notes”), generating net proceeds of approximately $141.7 million.

Current filing · verify on EDGAR →

On November 13, 2025, the Company consummated the previously announced offer to exchange (the “Exchange Offer”) with respect to the Prior Notes and the concurrent rights offering (the “Rights Offering”) pursuant to a restructuring plan under Part 26A of the UK Companies Act 2006 (as amended) (the “Restructuring Plan” and together with the Exchange Offer and the Rights Offering, the “Transactions”) for First-Out Notes and Second-Out Notes

The Company completed a debt restructuring, exchanging its prior notes for new First-Out Notes and Second-Out Notes, and entered into a new asset-based revolving credit facility. This significantly changes the Company's capital structure and debt service obligations.

Substantive Edit Revolving credit facility terms high

Previous filing · verify on EDGAR →

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 secured asset-based revolving credit agreement (the “Revolving Facility”)

Current filing · verify on EDGAR →

Pursuant to the Credit Agreement, the Lenders have provided new financing commitments to the Company under a new senior secured asset-based revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $150 million.

The prior revolving facility was refinanced with a new senior secured asset-based revolving credit facility with different terms, including a springing maturity feature tied to the new notes. This affects liquidity and covenant compliance.

Substantive Edit Interest rates on new notes high

Previous filing · verify on EDGAR →

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.

Current filing · verify on EDGAR →

The First-Out Notes bear interest at a rate of 9.50% per annum. Interest on the First-Out Notes is payable quarterly in arrears on March 15, June 15, September 15, and December 15 of each year. The First-Out Notes mature on January 1, 2029. The Second-Out Notes bear interest at a rate of 7.50% per annum.

The new notes carry higher interest rates and later maturities, increasing annual interest expense but extending debt maturities.

Substantive Edit Debt issuance costs medium

Previous filing · verify on EDGAR →

As of July 5, 2025, the Company had unamortized debt issuance costs of $2.4 million recorded in long-term debt and $1.8 million recorded in intangible and other assets-net on the Company's consolidated balance sheets.

Current filing · verify on EDGAR →

As of July 4, 2026, the Company had unamortized debt issuance costs of $15.6 million and original issue discount of $7.5 million recorded in long-term debt, and unamortized debt issuance costs of $19.5 million recorded in intangible and other assets-net on the Company's consolidated balance sheets.

Debt issuance costs increased significantly due to the new credit facility and notes, which will be amortized over the life of the new debt, impacting future interest expense.

Substantive Edit Borrowing capacity under revolving credit facility medium

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As of July 5, 2025, the Company had available borrowing capacity of $0.7 million under the Revolving Facility, however the Revolving Facility requires borrowings in increments of $1.0 million.

Current filing · verify on EDGAR →

As of July 4, 2026, the Company had available borrowing capacity of $17.6 million under the Revolving Credit Facility. Such amount is less than the $150 million total revolving commitments under the Revolving Credit Facility due to a reduction of borrowing capacity pursuant to the borrowing base.

Available borrowing capacity increased, providing more liquidity headroom, though still constrained by the borrowing base.

Substantive Edit Warrant agreements medium

Added in current filing · verify on EDGAR →

On August 13, 2025, the Company entered into a securities exchange agreement with certain institutional stockholders (the "Exchanging Stockholders”), pursuant to which the Company agreed to exchange an aggregate of 2.5 million shares of the Company’s common stock, par value $0.01 per share (the "Surrendered Shares”), owned by the Exchanging Stockholders for pre-funded warrants (the "Exchange Warrants”) to purchase an aggregate of 2.5 million shares of common stock with an exercise price of $0.01 per share.

The Company issued pre-funded warrants in exchange for common stock, which are equity classified and included in weighted-average shares for EPS. This dilutes existing shareholders but was part of the restructuring.

Show 1 minor / wording change
Substantive Edit Income tax disclosures low

Previous filing · verify on EDGAR →

As of July 5, 2025, the Company's total amount of unrecognized tax benefits, excluding interest and penalties, was $6.3 million, all of which would favorably impact the effective tax rate in future periods, if recognized.

Current filing · verify on EDGAR →

As of July 4, 2026, the Company's total amount of unrecognized tax benefits, excluding interest and penalties, was $7.2 million, all of which would favorably impact the effective tax rate in future periods, if recognized.

Unrecognized tax benefits increased, which could affect future tax expense if resolved.

Financial Statements

Primary statements as printed on the EDGAR filing (iXBRL face). Companyfacts is used only when a statement is not on the HTML face. Not generated by the model.

As filed

Condensed Consolidated Statements of Income (Loss) (Unaudited)

(in thousands)

Description 13 weeks ended July 4, 2026 13 weeks ended July 5, 2025 26 weeks ended July 4, 2026 27 weeks ended July 5, 2025
Net sales 209,688 220,388 434,449 453,681
Cost of sales 78,894 93,659 168,951 183,960
Gross profit 130,794 126,729 265,498 269,721
Operating expenses:
Selling, general and administrative expenses 123,472 110,946 244,032 244,784
Other long-lived asset impairments 682 — 743 79
Restructuring expenses 3,440 7,295 5,474 23,116
Total operating expenses 127,594 118,241 250,249 267,979
Operating income (loss) 3,200 8,488 15,249 1,742
Interest expense 8,330 4,321 16,781 8,788
Other income (expense) net (1,742) (38) (586) (3,307)
Income (loss) before income taxes (6,872) 4,129 (2,118) (10,353)
Provision (benefit) for income taxes 3,723 6,230 9,154 9,598
Net income (loss) (10,595) (2,101) (11,272) (19,951)
Less: Net income (loss) attributable to noncontrolling interests 33 193 166 (81)
Net income (loss) attributable to Fossil Group, Inc. (10,628) (2,294) (11,438) (19,870)
Other comprehensive income (loss), net of taxes:
Currency translation adjustment 840 11,511 (2,776) 20,802
Cash flow hedges net change — — — (474)
Total other comprehensive income (loss) 840 11,511 (2,776) 20,328
Total comprehensive income (loss) (9,755) 9,410 (14,048) 377
Less: Comprehensive income (loss) attributable to noncontrolling interests 33 193 166 (81)
Comprehensive income (loss) attributable to Fossil Group, Inc. (9,788) 9,217 (14,214) 458
Earnings (loss) per share:
Basic (0.18) (0.04) (0.19) (0.37)
Diluted (0.18) (0.04) (0.19) (0.37)
Weighted average common shares outstanding:
Basic 59,036 53,624 58,705 53,435
Diluted 59,036 53,624 58,705 53,435

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

Description July 4, 2026 January 3, 2026
Assets
Current assets:
Cash and cash equivalents 78,950 95,842
Accounts receivable net of allowances for doubtful accounts of $10,024 and $12,991, respectively 111,182 144,569
Inventories 177,910 151,796
Prepaid expenses and other current assets 69,695 75,623
Total current assets 437,737 467,830
Property, plant and equipment net of accumulated depreciation of $295,733 and $309,285, respectively 30,841 34,126
Operating lease right-of-use assets 120,493 118,302
Intangible and other assets-net 64,069 68,996
Total long-term assets 215,403 221,424
Total assets 653,140 689,254
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable 124,164 132,514
Short-term debt 13 3,985
Accrued expenses:
Current operating lease liabilities 32,056 34,768
Compensation 28,318 48,695
Royalties 10,372 17,909
Customer liabilities 20,772 29,186
Transaction taxes 3,947 5,109
Other 16,093 17,310
Income taxes payable 12,695 12,287
Total current liabilities 248,430 301,763
Long-term income taxes payable 5,987 5,481
Deferred income tax liabilities 548 607
Long-term debt 203,006 173,847
Long-term operating lease liabilities 106,868 104,442
Other long-term liabilities 14,307 16,338
Total long-term liabilities 330,716 300,715
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, 59,107 and 58,354 shares issued and outstanding at July 4, 2026 and January 3, 2026, respectively 591 584
Treasury stock, at cost, 2,500 shares at July 4, 2026 and January 3, 2026 (4,525) (4,525)
Additional paid-in capital 330,491 329,232
Retained (deficit) earnings (174,005) (162,567)
Accumulated other comprehensive income (loss) (62,665) (59,889)
Total Fossil Group, Inc. stockholders’ equity 89,887 102,835
Noncontrolling interests (15,893) (16,059)
Total stockholders’ equity 73,994 86,776
Total liabilities and stockholders’ equity 653,140 689,254

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

Description 26 weeks ended July 4, 2026 27 weeks ended July 5, 2025
Operating Activities:
Net income (loss) (11,272) (19,951)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation, amortization and accretion 4,785 6,412
Non-cash lease expense 27,731 28,656
Stock-based compensation 2,333 1,193
Decrease in allowance for returns and markdowns (7,193) (6,489)
Net gain on disposal of assets (1,067) (12,502)
Gain on sale of subsidiary (752) —
Property, plant and equipment and other long-lived asset impairment losses 743 79
Other non-cash items 6,383 565
Changes in operating assets and liabilities:
Accounts receivable 31,690 47,676
Inventories (29,232) 9,132
Prepaid expenses and other current assets 5,762 (959)
Accounts payable (78) (38,543)
Accrued expenses (31,063) (35,412)
Income taxes 1,081 4,479
Operating lease liabilities (30,808) (35,269)
Net cash (used in) provided by operating activities (30,957) (50,933)
Investing Activities:
Additions to property, plant and equipment (1,818) (1,089)
Decrease in intangible and other assets 715 610
Proceeds from the sale of property, plant and equipment 738 21,416
Net proceeds from the sale of subsidiary 2,321 —
Net cash provided by investing activities 1,956 20,937
Financing Activities:
Acquisition of common stock (1,067) (132)
Distribution of noncontrolling interest earnings — (4,299)
Debt borrowings 36,128 75,816
Debt payments (14,905) (62,676)
Debt issuance costs (7,411) —
Net cash provided by financing activities 12,745 8,709
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,463 8,084
Net decrease in cash, cash equivalents, and restricted cash (14,793) (13,203)
Cash, cash equivalents, and restricted cash:
Beginning of period 99,426 126,592
End of period 84,633 113,389

Amounts as printed on the EDGAR/iXBRL face — (in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 14, 2026 · How we verify