UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 6, 2018
LANDS' END, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-09769 | 36-2512786 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
1 Lands’ End Lane Dodgeville, Wisconsin | 53595 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s telephone number, including area code: (608) 935-9341
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instructions A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨
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. ¨
Item 2.02 Results of Operations and Financial Condition.
On December 6, 2018, Lands’ End, Inc. (the “Company”) announced its financial results for its quarter ended November 2, 2018. A copy of the Company’s press release containing this information is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information contained herein and in the accompanying exhibit shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing. The information in this report, including the exhibit hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | Description | |
Press Release of Lands’ End, Inc. dated December 6, 2018 | ||
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 hereunto duly authorized.
LANDS' END, INC.
Date: | December 6, 2018 | By: | /s/ James F. Gooch |
James F. Gooch | |||
Title: Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer) | |||
EXHIBIT INDEX
Exhibit No. | Description | |
Press Release of Lands’ End, Inc. dated December 6, 2018 | ||
Exhibit 99.1
LANDS' END ANNOUNCES THIRD QUARTER FISCAL 2018 RESULTS
Company continues sales growth with improved profitability
DODGEVILLE, Wis., December 6, 2018 (GLOBE NEWSWIRE) - Lands' End, Inc. (NASDAQ:LE) today announced financial results for the Third Quarter ended November 2, 2018.
Third Quarter Fiscal 2018 Highlights:
• | Net revenue for the third quarter increased 4.9% to $341.6 million from $325.5 million in the third quarter last year. Direct segment net revenue increased 8.1% to $313.8 million, as compared to the same period last year. Retail segment net revenue decreased 21.0% to $27.8 million, from $35.2 million in the third quarter last year, due to the reduction in Lands’ End Shops at Sears locations. Same store sales increased by 11.8% overall, with U.S. Company operated stores increasing by 15.1% and same store sales in Lands’ End Shops at Sears increasing by 11.7%. At the end of the third quarter, there were 63 fewer Lands' End Shops at Sears. |
• | Gross margin increased approximately 60 basis points to 44.2% from 43.6% in the third quarter last year. |
• | Net income was $3.3 million, or $0.10 earnings per diluted share, as compared to Net income of $0.2 million, or $0.01 earnings per diluted share, in the third quarter of fiscal 2017. |
• | Adjusted EBITDA(1) grew 22.1% to $15.7 million compared to $12.9 million in the third quarter of fiscal 2017. |
Jerome S. Griffith, Chief Executive Officer and President, stated, “Our third quarter results marked the sixth consecutive quarter of sales growth and the fifth consecutive quarter of Adjusted EBITDA increases. We were pleased to see accelerated growth in our Direct segment, which grew approximately 8% as compared to last year, driven by strength in our U.S. eCommerce business, which grew double digits. We have continued the rollout of our own retail stores, and believe we have a viable, profitable and expandable store model which complements our successful online presence. We are extremely pleased to see the momentum across our business continued through the Thanksgiving and Cyber Monday period. Our inventory position is very strong, and we have depth in key items to drive sales over the remainder of the holiday period. As we look forward, we will continue to execute on our strategic plan focusing on product, digitalization, uni-channel distribution and infrastructure to drive consistent performance across the business.”
Balance Sheet and Cash Flow Highlights
Cash and cash equivalents were $105.9 million as of November 2, 2018, compared to $92.9 million on October 27, 2017. Net cash used in operations was $52.2 million for the thirty-nine weeks ended November 2, 2018, compared to net cash used in operations of $87.8 million for the same period last year.
Inventory was $432.0 million as of November 2, 2018, and $423.5 million as of October 27, 2017.
The Company had $152.4 million of availability under its asset-based senior secured credit facility and had $483.4 million of Long-term debt, net as of November 2, 2018.
Conference Call
The Company will host a conference call on Thursday, December 6, 2018, at 8:30 a.m. ET to review its third quarter financial results and related matters. The call may be accessed through the Investor Relations section of the Company's website at http://investors.landsend.com or by dialing (866) 753-5836.
About Lands' End, Inc.
Lands' End, Inc. (NASDAQ:LE) is a leading multi-channel retailer of casual clothing, accessories, footwear and home products. We offer products through catalogs, online at www.landsend.com, international websites, third party
online marketplaces, and through retail locations. We are a classic American lifestyle brand with a passion for quality, legendary service and real value, and seek to deliver timeless style for women, men, kids and the home.
Forward-Looking Statements
This press release contains forward-looking statements that involve risks and uncertainties, including statements regarding our belief that our retail store model is viable, profitable and expandable; the strength of our inventory position; the depth in key items to drive holiday sales; the impact of continued business momentum and inventory on future performance; and our plans to focus on product, digitalization, uni-channel distribution, and infrastructure. All statements other than statements of historical fact, including without limitation, those with respect to our goals, plans, expectations and strategies set forth herein are forward-looking statements. The following important factors and uncertainties, among others, could cause actual results to differ materially from those described in these forward-looking statements: we may be unsuccessful in implementing our strategic initiatives, or our initiatives may not have their desired impact on our business; our ability to offer merchandise and services that customers want to purchase; changes in customer preference from our branded merchandise; customers' use of our digital platform, including customer acceptance of our efforts to enhance our e-commerce websites; customer response to our marketing efforts across all types of media; our maintenance of a robust customer list; our retail store strategy may be unsuccessful and we may be unable to open retail stores in locations and on terms that are acceptable to us; our dependence on information technology and a failure of information technology systems, including with respect to our e-commerce operations, or an inability to upgrade or adapt our systems; the success of our ERP and Enterprise Order Management systems implementations; fluctuations and increases in costs of raw materials; impairment of our relationships with our vendors; our failure to maintain the security of customer, employee or company information; our failure to compete effectively in the apparel industry; if Sears Holdings Corporation sells or disposes of its retail stores, including as part of the Chapter 11 proceedings instituted by Sears Holdings Corporation on October 15, 2018 or pursuant to the recapture rights granted to Seritage Growth Properties, and other parties or if its retail business does not attract customers or does not adequately provide services to the Lands’ End Shops at Sears; legal, regulatory, economic and political risks associated with international trade and those markets in which we conduct business and source our merchandise; our failure to protect or preserve the image of our brands and our intellectual property rights; increases in postage, paper and printing costs; failure by third parties who provide us with services in connection with certain aspects of our business to perform their obligations; our failure to timely and effectively obtain shipments of products from our vendors and deliver merchandise to our customers; reliance on promotions and markdowns to encourage customer purchases; our failure to efficiently manage inventory levels; unseasonal or severe weather conditions; the adverse effect on our reputation if our independent vendors do not use ethical business practices or comply with applicable laws and regulations; assessments for additional state taxes; incurrence of charges due to impairment of goodwill, other intangible assets and long-lived assets; the impact on our business of adverse worldwide economic and market conditions, including economic factors that negatively impact consumer spending on discretionary items; the failure of Sears Holdings or its subsidiaries to perform under various agreements or our failure to have necessary systems and services in place when such agreements expire; potential indemnification liabilities to Sears Holdings pursuant to the separation and distribution agreement in connection with our separation from Sears Holdings; the ability of our principal shareholders to exert substantial influence over us; potential liabilities under fraudulent conveyance and transfer laws and legal capital requirements; and other risks, uncertainties and factors discussed in the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended February 2, 2018, and Quarterly Reports on Form 10-Q. We intend the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.
CONTACTS:
Lands' End, Inc.
James Gooch
Chief Operating Officer and Chief Financial Officer
(608) 935-9341
Investor Relations:
ICR, Inc.
Jean Fontana
(646) 277-1214
Jean.Fontana@icrinc.com
-Financial Tables Follow-
LANDS’ END, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data) | November 2, 2018 | October 27, 2017 | February 2, 2018* | |||||||||
ASSETS | ||||||||||||
Current assets | ||||||||||||
Cash and cash equivalents | $ | 105,933 | $ | 92,913 | $ | 195,581 | ||||||
Restricted cash | 2,069 | 1,640 | 2,356 | |||||||||
Accounts receivable, net | 41,496 | 39,044 | 49,860 | |||||||||
Inventories, net | 431,950 | 423,540 | 332,297 | |||||||||
Prepaid expenses and other current assets | 49,001 | 48,934 | 26,659 | |||||||||
Total current assets | 630,449 | 606,071 | 606,753 | |||||||||
Property and equipment, net | 145,808 | 129,955 | 136,501 | |||||||||
Goodwill | 110,000 | 110,000 | 110,000 | |||||||||
Intangible asset, net | 257,000 | 257,000 | 257,000 | |||||||||
Other assets | 5,461 | 17,454 | 13,881 | |||||||||
TOTAL ASSETS | $ | 1,148,718 | $ | 1,120,480 | $ | 1,124,135 | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||
Current liabilities | ||||||||||||
Accounts payable | $ | 179,036 | $ | 160,340 | $ | 155,874 | ||||||
Other current liabilities | 116,367 | 103,886 | 100,257 | |||||||||
Total current liabilities | 295,403 | 264,226 | 256,131 | |||||||||
Long-term debt, net | 483,401 | 487,197 | 486,248 | |||||||||
Long-term deferred tax liabilities | 58,462 | 91,392 | 59,137 | |||||||||
Other liabilities | 7,246 | 14,568 | 15,526 | |||||||||
TOTAL LIABILITIES | 844,512 | 857,383 | 817,042 | |||||||||
Commitments and contingencies | ||||||||||||
STOCKHOLDERS’ EQUITY | ||||||||||||
Common stock, par value $0.01 authorized: 480,000,000 shares; issued and outstanding: 32,211,641, 32,095,021 and 32,101,793, respectively | 320 | 320 | 320 | |||||||||
Additional paid-in capital | 351,064 | 346,153 | 347,175 | |||||||||
Accumulated deficit | (33,371 | ) | (72,010 | ) | (29,810 | ) | ||||||
Accumulated other comprehensive loss | (13,807 | ) | (11,366 | ) | (10,592 | ) | ||||||
Total stockholders’ equity | 304,206 | 263,097 | 307,093 | |||||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | 1,148,718 | $ | 1,120,480 | $ | 1,124,135 | ||||||
*Derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018.
LANDS’ END, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||
(in thousands, except per share data) | November 2, 2018 | October 27, 2017 | November 2, 2018 | October 27, 2017 | ||||||||||||
Net revenue | $ | 341,570 | $ | 325,489 | $ | 949,340 | $ | 896,044 | ||||||||
Cost of sales (excluding depreciation and amortization) | 190,608 | 183,515 | 528,587 | 497,262 | ||||||||||||
Gross profit | 150,962 | 141,974 | 420,753 | 398,782 | ||||||||||||
Selling and administrative | 135,274 | 129,122 | 388,315 | 377,804 | ||||||||||||
Depreciation and amortization | 7,361 | 6,347 | 20,420 | 19,031 | ||||||||||||
Other operating (income) expense, net | (158 | ) | 564 | 132 | 2,552 | |||||||||||
Operating income (loss) | 8,485 | 5,941 | 11,886 | (605 | ) | |||||||||||
Interest expense | 7,303 | 6,350 | 21,216 | 18,642 | ||||||||||||
Other expense (income), net | 1,866 | (576 | ) | 5,317 | (1,812 | ) | ||||||||||
(Loss) income before income taxes | (684 | ) | 167 | (14,647 | ) | (17,435 | ) | |||||||||
Income tax (benefit) expense | (3,978 | ) | 5 | (10,026 | ) | (5,878 | ) | |||||||||
NET INCOME (LOSS) | $ | 3,294 | $ | 162 | $ | (4,621 | ) | $ | (11,557 | ) | ||||||
NET INCOME (LOSS) PER COMMON SHARE | ||||||||||||||||
Basic: | $ | 0.10 | $ | 0.01 | $ | (0.14 | ) | $ | (0.36 | ) | ||||||
Diluted: | $ | 0.10 | $ | 0.01 | $ | (0.14 | ) | $ | (0.36 | ) | ||||||
Basic weighted average common shares outstanding | 32,211 | 32,095 | 32,182 | 32,068 | ||||||||||||
Diluted weighted average common shares outstanding | 32,314 | 32,117 | 32,182 | 32,068 | ||||||||||||
Use and Definition of Non-GAAP Financial Measures
(1)Adjusted EBITDA - In addition to our Net income, for purposes of evaluating operating performance, we use an Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), which is adjusted to exclude certain significant items as set forth below.
Our management uses Adjusted EBITDA to evaluate the operating performance of our business for comparable periods, and as an executive compensation metric. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.
While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and is useful to investors, because:
• | EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax costs or benefits. |
• | Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results. We have adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations. |
◦ | Transfer of corporate functions - severance and contract losses associated with a transition of certain corporate activities from our New York office to our Dodgeville headquarters. |
◦ | Gain or loss on property and equipment - management considers the gains or losses on asset valuation, including impairments, to result from investing decisions rather than ongoing operations. |
Reconciliation of Non-GAAP Financial Information to GAAP
(Unaudited)
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||||||||||||||
November 2, 2018 | October 27, 2017 | November 2, 2018 | October 27, 2017 | |||||||||||||||||||||||||
(in thousands) | $’s | % of Net revenue | $’s | % of Net revenue | $’s | % of Net revenue | $’s | % of Net revenue | ||||||||||||||||||||
NET INCOME (LOSS) | $ | 3,294 | 1.0 | % | $ | 162 | — | % | $ | (4,621 | ) | (0.5 | )% | $ | (11,557 | ) | (1.3 | )% | ||||||||||
Income tax (benefit) expense | (3,978 | ) | (1.2 | )% | 5 | — | % | (10,026 | ) | (1.1 | )% | (5,878 | ) | (0.7 | )% | |||||||||||||
Other expense (income), net | 1,866 | 0.5 | % | (576 | ) | (0.2 | )% | 5,317 | 0.6 | % | (1,812 | ) | (0.2 | )% | ||||||||||||||
Interest expense | 7,303 | 2.1 | % | 6,350 | 2.0 | % | 21,216 | 2.2 | % | 18,642 | 2.1 | % | ||||||||||||||||
Operating income (loss) | 8,485 | 2.5 | % | 5,941 | 1.8 | % | 11,886 | 1.3 | % | (605 | ) | (0.1 | )% | |||||||||||||||
Depreciation and amortization | 7,361 | 2.2 | % | 6,347 | 1.9 | % | 20,420 | 2.2 | % | 19,031 | 2.1 | % | ||||||||||||||||
Transfer of corporate functions | 4 | — | % | 475 | 0.1 | % | 10 | — | % | 2,401 | 0.3 | % | ||||||||||||||||
(Gain) loss on property and equipment | (162 | ) | — | % | 89 | — | % | 121 | — | % | 151 | — | % | |||||||||||||||
Adjusted EBITDA(1) | $ | 15,688 | 4.6 | % | $ | 12,852 | 3.9 | % | $ | 32,437 | 3.4 | % | $ | 20,978 | 2.3 | % | ||||||||||||
LANDS’ END, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
39 Weeks Ended | ||||||||
(in thousands) | November 2, 2018 | October 27, 2017 | ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (4,621 | ) | $ | (11,557 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Depreciation and amortization | 20,420 | 19,031 | ||||||
Loss on property and equipment | 121 | 151 | ||||||
Amortization of debt issuance costs | 1,394 | 1,284 | ||||||
Stock-based compensation | 4,432 | 2,855 | ||||||
Deferred income taxes | 180 | 355 | ||||||
Change in operating assets and liabilities: | ||||||||
Inventories | (103,177 | ) | (96,522 | ) | ||||
Accounts payable | 26,742 | 944 | ||||||
Other operating assets | (2,864 | ) | (21,890 | ) | ||||
Other operating liabilities | 5,125 | 17,542 | ||||||
Net cash used in operating activities | (52,248 | ) | (87,807 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Sales of property and equipment | 127 | — | ||||||
Purchases of property and equipment | (33,160 | ) | (29,143 | ) | ||||
Net cash used in investing activities | (33,033 | ) | (29,143 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Payments on term loan facility | (3,865 | ) | (3,863 | ) | ||||
Payments of employee withholding taxes on share-based compensation | (543 | ) | (674 | ) | ||||
Net cash used in financing activities | (4,408 | ) | (4,537 | ) | ||||
Effects of exchange rate changes on cash, cash equivalents and restricted cash | (246 | ) | (368 | ) | ||||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (89,935 | ) | (121,855 | ) | ||||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD | 197,937 | 216,408 | ||||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD | $ | 108,002 | $ | 94,553 | ||||
SUPPLEMENTAL CASH FLOW DATA | ||||||||
Unpaid liability to acquire property and equipment | $ | 4,707 | $ | 4,796 | ||||
Income taxes paid, net of refunds | $ | 1,420 | $ | 3,220 | ||||
Interest paid | $ | 19,792 | $ | 17,106 | ||||
Financial information by segment is presented in the following tables for the 13 Weeks Ended and 39 Weeks Ended November 2, 2018, and October 27, 2017.
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||
(in thousands) | November 2, 2018 | October 27, 2017 | November 2, 2018 | October 27, 2017 | ||||||||||||
Net revenue: | ||||||||||||||||
Direct | $ | 313,778 | $ | 290,326 | $ | 863,753 | $ | 778,554 | ||||||||
Retail | 27,792 | 35,163 | 85,587 | 117,490 | ||||||||||||
Total net revenue | $ | 341,570 | $ | 325,489 | $ | 949,340 | $ | 896,044 | ||||||||
13 Weeks Ended | 39 Weeks Ended | |||||||||||||||
(in thousands) | November 2, 2018 | October 27, 2017 | November 2, 2018 | October 27, 2017 | ||||||||||||
Adjusted EBITDA(1): | ||||||||||||||||
Direct | $ | 30,284 | $ | 29,100 | $ | 68,379 | $ | 54,018 | ||||||||
Retail | (3,595 | ) | (6,003 | ) | (7,763 | ) | (7,405 | ) | ||||||||
Corporate / other | (11,001 | ) | (10,245 | ) | (28,179 | ) | (25,635 | ) | ||||||||
Total Adjusted EBITDA(1) | $ | 15,688 | $ | 12,852 | $ | 32,437 | $ | 20,978 | ||||||||