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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter Ended JULY 28, 2000
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 1-9769
LANDS' END, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2512786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lands' End Lane, Dodgeville, WI 53595
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, 608-935-9341
including area code
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 X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of September 8, 2000:
Common stock, $.01 par value 30,294,857 shares outstanding
LANDS' END, INC. & SUBSIDIARIES
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION Number
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three Months Ended July 28, 2000, and
July 30, 1999..................................... 3
Consolidated Statements of Operations for the
Six Months Ended July 28, 2000, and
July 30, 1999..................................... 4
Consolidated Balance Sheets at July 28, 2000, and
January 28, 2000 ................................. 5
Consolidated Statements of Cash Flows for the
Six Months Ended July 28, 2000, and
July 30, 1999 .................................... 6
Notes to Consolidated Financial Statements........... 7-10
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................ 11-16
Item 3. Quantitative and Qualitative Disclosures About
Market Risk.......................................... 17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 18
Item 4. Submission of Matters to a Vote of
Security Holders.................................. 18
Item 6. Exhibits and Reports on Form 8-K..................... 18
Signature..................................................... 19
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended
July 28, July 30,
2000 1999
(unaudited)
Net sales $255,545 $254,616
Cost of sales 132,674 136,400
Gross profit 122,871 118,216
Selling, general and
administrative expenses 125,598 109,429
Reversal of non-recurring charge - (275)
Income (loss) from operations (2,727) 9,062
Other income (expense):
Interest expense (217) (358)
Interest income 500 36
Other (542) (1,672)
Total other expense (259) (1,994)
Income (loss) before income taxes (2,986) 7,068
Income tax provision (benefit) (1,105) 2,615
Net income (loss) $ (1,881) $ 4,453
Basic earnings (loss) per share $ (0.06) $ 0.15
Diluted earnings (loss) per share $ (0.06) $ 0.14
Basic weighted average shares outstanding
outstanding 30,295 30,057
Diluted weighted average shares
outstanding 30,722 30,783
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
3
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Six months ended
July 28, July 30,
2000 1999
(unaudited)
Net sales $521,590 $544,225
Cost of sales 277,820 300,575
Gross profit 243,770 243,650
Selling, general and
administrative expenses 245,177 225,715
Reversal of non-recurring charge - (1,598)
Income (loss) from operations (1,407) 19,533
Other income (expense):
Interest expense (347) (967)
Interest income 1,219 38
Other (1,987) (1,204)
Total other expense (1,115) (2,133)
Income (loss) before income taxes (2,522) 17,400
Income tax provision (benefit) (933) 6,438
Net income (loss) $ (1,589) $ 10,962
Basic earnings (loss) per share $ (0.05) $ 0.37
Diluted earnings (loss) per share $ (0.05) $ 0.36
Basic weighted average shares outstanding 30,246 30,032
Diluted weighted average shares outstanding 30,791 30,656
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
4
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
July 28, January 28,
2000 2000
(unaudited)
Assets
Current assets:
Cash and cash equivalents $ 20,050 $ 76,413
Receivables, net 15,986 17,753
Inventory 206,854 162,193
Prepaid advertising 17,718 16,572
Other prepaid expenses 8,214 5,816
Income taxes receivable 1,244 -
Deferred income tax benefits 10,661 10,661
Total current assets 280,727 289,408
Property, plant and equipment, at cost:
Land and buildings 102,910 102,776
Fixtures and equipment 190,678 175,910
Leasehold improvements 4,453 4,453
Total property, plant and equipment 298,041 283,139
Less-accumulated depreciation
and amortization 129,112 117,317
Property, plant and equipment, net 168,929 165,822
Intangibles, net 659 966
Total assets $450,315 $456,196
Liabilities and shareholders' investment
Current liabilities:
Lines of credit $ 19,200 $ 11,724
Accounts payable 79,822 74,510
Reserve for returns 5,388 7,869
Accrued liabilities 35,741 43,754
Accrued profit sharing 180 2,760
Income taxes payable - 10,255
Total current liabilities 140,331 150,872
Deferred income taxes 9,117 9,117
Shareholders' investment:
Common stock, 40,221 shares issued 402 402
Donated capital 8,400 8,400
Additional paid-in capital 31,541 29,709
Deferred compensation (178) (236)
Accumulated other comprehensive income 3,824 2,675
Retained earnings 452,841 454,430
Treasury stock, 9,926 and 10,071
shares at cost, respectively (195,963) (199,173)
Total shareholders' investment 300,867 296,207
Total liabilities and shareholders'
investment $450,315 $456,196
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
5
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
July 28, July 30,
2000 1999
(unaudited)
Cash flows from (used for) operating activities:
Net income (loss) $ (1,589) $ 10,962
Adjustments to reconcile net income (loss) to
net cash flows from operating activities:
Non-recurring credit - (1,598)
Depreciation and amortization 11,629 10,275
Deferred compensation expense 58 101
Loss on disposal of fixed assets - 538
Changes in current assets and liabilities:
Receivables, net 1,767 8,023
Inventory (44,661) 29,703
Prepaid advertising (1,146) 3,393
Other prepaid expenses (2,398) 1,278
Accounts payable 5,312 (16,943)
Reserve for returns (2,481) (3,166)
Accrued liabilities (6,896) (9,922)
Accrued profit sharing (2,580) (1,787)
Income taxes payable (11,499) (12,824)
Other 2,981 1,469
Net cash flows from (used for) operating activities (51,503) 19,502
Cash flows used for investing activities:
Cash paid for capital additions (15,546) (5,486)
Net cash flows used for investing activities (15,546) (5,486)
Cash flows from (used for) financing activities:
Proceeds from (payments of) short-term debt 7,476 (14,992)
Purchases of treasury stock (1,019) (4,504)
Issuance of treasury stock 4,229 5,109
Net cash flows from (used for) financing activities 10,686 (14,387)
Net decrease in cash and cash equivalents (56,363) (371)
Beginning cash and cash equivalents 76,413 6,641
Ending cash and cash equivalents $ 20,050 $ 6,270
Supplemental cash flow disclosures:
Interest paid $ 347 $ 958
Income taxes paid 8,841 18,516
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
6
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Interim financial statements
The condensed consolidated financial statements included herein have been
prepared by Lands' End, Inc. (the company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission, and in the
opinion of management contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the company believes that the disclosures are
adequate to make the information presented not misleading. The results of
operations for the interim periods disclosed within this report are not
necessarily indicative of future financial results. These consolidated
financial statements are condensed and should be read in conjunction with
the financial statements and the notes thereto included in the company's
latest Annual Report on Form 10-K, which includes financial statements for
the year ended January 28, 2000.
2. Reclassification
Certain financial statement amounts have been reclassified to be consistent
with the current presentation.
3. Derivative instruments and hedging activities
As of July 31, 1999, the company adopted the Financial Accounting
Standards Board's (FASB's) Statement of Financial Accounting Standards
No. 133, "Accounting for Derivative Instruments and Hedging Activities"
(Statement 133). Statement 133 unifies accounting and financial
reporting standards for forward contracts, options, other derivative
instruments and related hedging activities. Statement 133 requires, in
part, that the company report all derivative instruments in the statement
of financial position as assets or liabilities at their fair value. The
treatment of subsequent changes in fair value depends on whether hedge
accounting is available. For the second quarter of fiscal 2001, a loss
of $1.1 million was recorded in other expenses, compared with a loss of
$1.6 million in the second quarter of fiscal 2000. For the six months
ended July 28, 2000, a loss of $2.6 million primarily due to the weakening
of the German Mark and British Pound againt the U.S. Dollar was recorded in
other expenses, compared with a loss of $0.6 million for the same time period
last year.
At the date merchandise is sold to a foreign subsidiary or purchased from
a foreign third party, the hedging relationship is terminated and
subsequent gains and losses on the hedging derivative instrument are
reported in earnings. At the date of the ultimate sale of the
merchandise by the foreign subsidiary to a third party or purchase from a
foreign third party, the gain or loss previously deferred in equity is
reclassified into earnings. The company estimates that net hedging gains
of $1.8 million will be reclassified from accumulated other comprehensive
income into earnings within the 12 months between July 29, 2000 and
July 27, 2001.
7
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
4. Earnings per share
The following table discloses the computation of the diluted earnings
(loss) per share and the basic earnings (loss) per share.
Three months ended Six months ended
July 28, July 30, July 28, July 30,
(In thousands, except per 2000 1999 2000 1999
share data)
Net income (loss) $(1,881) $ 4,453 $(1,589) $ 10,962
Average shares of common
stock outstanding 30,295 30,057 30,246 30,032
Incremental shares from assumed
exercise of stock options 427 726 545 624
Diluted weighted average shares
of common stock outstanding 30,722 30,783 30,791 30,656
Basic earnings (loss) per share $ (0.06) $ 0.15 $ (0.05) $ 0.37
Diluted earnings (loss)
per share $ (0.06) $ 0.14 $ (0.05) $ 0.36
5. Comprehensive income
In accordance with Statement of Financial Accounting Standards No. 130,
"Reporting Comprehensive Income", the following table presents the
company's comprehensive income (loss)(in thousands):
Three months ended Six months ended
July 28, July 30, July 28, July 30,
2000 1999 2000 1999
Net income (loss) $(1,881) $ 4,453 $(1,589) $10,962
Other comprehensive income
(loss):
Foreign currency translation
adjustments (236) 544 (1,487) (202)
Net unrealized gain on forward
contracts and options 647 - 2,636 -
Comprehensive income (loss) $(1,470) $ 4,997 $ (440) $10,760
6. Non-recurring charge and related reversal
During fiscal year 1999, in connection with changes in executive
management, the company announced a Plan designed to reduce administrative
and operational costs stemming from duplicative responsibilities and
certain non-profitable operations. This Plan included the reduction of
staff positions, the closing of three outlet stores, the liquidation of the
Willis & Geiger operations and the termination of a licensing agreement
with MontBell Co. Ltd. A non-recurring charge of $12.6 million was
recorded in fiscal 1999 related to these matters.
8
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Below is a summary of related costs for the six months ended July 28, 2000
and the remaining reserve balance (included as a component of accrued
liabilities in the accompanying balance sheets).
Balance Costs Balance
(In thousands) 1/28/00 Incurred 7/28/00
Severance costs $ 1,007 $ (958) $ 49
Asset impairments 31 - 31
Facility exit costs and other 107 - 107
Total $ 1,145 $ (958) $ 187
7. Segment disclosure
The company has three business segments consisting of Core (regular
monthly and prospecting catalogs, First Person and Lands' End for Men
(formerly Beyond Buttondowns)), Specialty (Kids, Corporate Sales, and
Coming Home catalogs and Willis & Geiger in the prior year) and International
(foreign-based operations in Japan, United Kingdom and Germany).
Segment sales represent sales to external parties. Sales from the
Internet, export sales shipped from the United States, and liquidation
sales are included in the respective business segments. Segment income
before income taxes is revenue less direct and allocable operating
expenses, which includes interest expense and interest income. Segment
identifiable assets are those that are directly used in or identified
with segment operations. "Other" includes corporate expenses, inter-
company eliminations, currency gains and losses, and other income and
deduction items that are not allocated to segments.
Pertinent financial data by operating segment for the periods ended
July 28, 2000 and July 30, 1999 are as follows (in thousands):
Three months ended July 28, 2000
Inter- Consoli-
Core Specialty national Other dated
Net sales $150,932 $ 71,809 $ 32,804 $ - $255,545
Income (loss) before
income taxes (2,934) 956 (138) (870) (2,986)
Identifiable assets 265,046 128,251 57,018 - 450,315
Depreciation and
amortization 3,420 1,628 591 - 5,639
Capital expenditures 6,584 3,161 759 - 10,504
Interest expense 25 11 181 - 217
Interest income $ 313 $ 149 $ 38 $ - $ 500
9
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Three months ended July 30, 1999
Inter- Consoli-
Core Specialty national Other dated
Net sales $150,736 $ 71,652 $ 32,228 $ - $254,616
Income (loss) before
income taxes 2,590 6,283 (149) (1,656) 7,068
Identifiable assets 239,483 115,981 51,945 - 407,409
Depreciation and
amortization 2,956 1,404 573 - 4,933
Capital expenditures 2,595 1,251 526 - 4,372
Interest expense 143 67 148 - 358
Interest income $ 12 $ 6 $ 18 $ - $ 36
Six months ended July 28, 2000
Inter- Consoli-
Core Specialty national Other dated
Net sales $311,592 $150,774 $ 59,224 $ - $521,590
Income (loss) before
Income taxes (872) 3,012 (2,010) (2,652) (2,522)
Identifiable assets 265,046 128,251 57,018 - 450,315
Depreciation and
amortization 7,038 3,406 1,185 - 11,629
Capital expenditures 9,884 4,783 879 - 15,546
Interest expense 51 24 272 - 347
Interest income $ 788 $ 382 $ 49 $ - $ 1,219
Six months ended July 30, 1999
Inter- Consoli-
Core Specialty national Other dated
Net sales $325,224 $157,504 $ 61,497 $ - $544,225
Income (loss) before
income taxes (1) 6,879 13,867 (2,147) (1,199) 17,400
Identifiable assets 239,483 115,981 51,945 - 407,409
Depreciation and
amortization 6,136 2,971 1,168 - 10,275
Capital expenditures 3,229 1,564 693 - 5,486
Interest expense 419 203 345 - 967
Interest income $ 13 $ 7 $ 18 $ - $ 38
(1) Includes a reversal of non-recurring charges of $1.2 million and
$0.4 million allocated to the specialty and core segments,
respectively.
10
Item 2. MANAGEMENT'S DISCUSSION
AND ANALYSIS
Results of Operations
Consolidated results for the three months ended July 28, 2000,
compared with three months ended July 30, 1999
The company's net sales for its second quarter of fiscal 2001 totaled
$255.5 million, about flat with sales of $254.6 million in the same quarter
last year. Compared to the prior year, sales trends during the quarter
just ended were weaker than initially expected and inconsistent across
product lines. The company saw continued strong sales in women's swimwear,
coed knits, women's sweaters and knits. However, we had soft sales in
other product lines, especially women's and men's tailored and women's
casual pants. Corporate Sales continued to grow in double-digits, although
their sales were somewhat lower than expected toward the end of the
quarter. Internet sales at www.landsend.com were 70 percent higher,
compared with the second quarter last year.
Sales in the core business segment, represented by the primary monthly,
prospecting and tailored clothing catalogs, were flat, as were sales in the
specialty business segment, composed of Kids, Corporate Sales and Coming
Home, compared with the prior year. Sales in the international business
segment, composed of operations in Japan, the U.K. and Germany, were up
about 2 percent from last year. Sales for the first 4 weeks of the current
third quarter show the company's net sales down 2% from the comparable period
in the prior year .
Gross profit in the quarter just ended was $122.9 million, or 48.1 percent
of net sales, compared with $118.2 million, or 46.4 percent of net sales,
in the same quarter last year. The improvement in gross profit margin over
the comparable period was due to higher initial margins, primarily
associated with sourcing improvements and a lower level of sales of
liquidated merchandise. However, margins in the quarter just ended were
lower than anticipated, primarily due to high levels of liquidation sales
in Japan, increased reserves for inventory obsolescence and higher
markdowns at retail outlets in the United States. Liquidation of excess
inventory was about 8 percent of net sales during this year's second
quarter, compared with about 10 percent in the prior year.
In the quarter just ended, selling, general and administrative expenses
were $125.6 million, or 49.1 percent of net sales, compared with $109.4
million, or 43.0 percent, in the similar period last year. The increase in
the SG&A ratio between the periods was primarily due to increases in
catalog and national advertising, as well as relatively higher fixed
expenses. Page and catalog circulation were higher during the quarter just
ended, principally due to increased prospecting, especially to inactive
buyers, and the moving of certain catalogs and their related circulation
costs from the first quarter into the second quarter. Productivity, or
sales per page, declined. National advertising costs were about $3 million
higher than in the prior year.
Inventory at the end of the quarter was $207 million, up 9 percent from
$190 million in the prior year. Our first-time fulfillment rate for the
quarter just ended was about 88 percent, up from 84 percent last year and
consistent with our annual goal.
11
For the quarter just ended, there was a net loss of $1.9 million, or a loss
per diluted share of $0.06, compared with net earnings of $4.5 million, or
$0.14 per diluted share, in the prior year.
Segment results for the three months ended July 28, 2000 and
July 30, 1999
Three months ended Three months ended
Segment net sales July 28, 2000 July 30, 1999
(Amounts in thousands) Amount % of Net Sales Amount % of Net Sales
Core $150,932 59.1% $150,736 59.2%
Specialty 71,809 28.1% 71,652 28.1%
International 32,804 12.8% 32,228 12.7%
Total net sales $255,545 100.0% $254,616 100.0%
Income (loss) before income taxes
(Amounts in thousands)
Three months ended Three months ended
July 28, 2000 July 30, 1999
Amount % of Net Sales Amount % of Net Sales
Core $(2,934) (1.2%) $ 2,590 1.0%
Specialty 956 0.4% 6,283 2.5%
International (138) (0.1%) (149) (0.1%)
Other (870) (0.3%) (1,656) (0.6%)
Income (loss) before
income taxes $(2,986) (1.2%) $ 7,068 2.8%
The core segment's net sales increased about $0.2 million from the prior
year. Within the core operating segment, sales from the monthly and
prospecting full-price catalogs were up slightly from the prior year due
to increased circulation and pages mailed.
The specialty segment's net sales increased about $0.2 million from the
prior year. Excluding last year's second quarter net sales of about $1.4
million from the company's discontinued Willis & Geiger business, the
specialty segment had a sales increase of $1.5 million. This sales
increase was principally from our Corporate Sales business-to-business
division, mainly offset by lower Kids' and Coming Home sales.
The international segment's net sales increased almost $0.6 million from
the prior year. The increase was primarily the result of higher
liquidation sales in Japan.
The core segment's pretax income decreased $5.5 million from the prior
year. The decrease was the result of higher catalog advertising costs
associated with increased circulation and from increased fixed and
variable expenses and national advertising.
The specialty segment's pretax income decreased $5.3 million from the
prior year, primarily due to increased national and catalog advertising
costs and variable and fixed expenses.
The international segment's had a pretax loss of $0.1 million for the
three months of the second quarter for this year and last year. The
slight improvement in pretax was due to increased liquidation sales and
reduced advertising costs, offset by higher fixed, variable and national
advertising costs.
12
Consolidated results for the six months ended July 30, 1999,
compared with six months ended July 31, 1998
For the first six months of the current year, net sales were $521.6
million, down 4 percent from net sales of $544.2 million during the first
half of last year. Excluding last year's first half sales from the
company's discontinued Willis & Geiger business, sales in this year's first
half were down 2 percent from the prior year.
Gross profit for the first six months of fiscal 2001 was $243.8 million,
about flat with $243.7 million in the same six-month period last year. As
a percentage of net sales, gross profit increased from 44.8 percent in
fiscal 2000 to 46.7 percent in fiscal 2001. The increase in gross profit
was due to higher initial margins, primarily associated with sourcing
improvements and a lower level of sales of liquidated merchandise.
Selling, general and administrative expenses increased 8.6 percent to
$245.2 million in the first six months of fiscal 2001 from $225.7 million
in the same period last year. As a percentage of net sales, selling,
general and administrative expenses increased to 47.0 percent in fiscal
2001 from 41.5 percent in fiscal 2000. The increase in the SG&A ratio in
the first half of fiscal 2001 was primarily the result of higher fixed
expenses (primarily information technology related), national advertising
and catalog advertising costs.
The net loss in the first half of fiscal 2001 was $1.6 million, or a loss
of $0.05 per diluted share, compared with earnings of $11.0 million, or
$0.36 per diluted share, in the first six months of the prior fiscal year.
Last year's first half includes an addition to net income (after-tax) of
$1.0 million, or $0.03 per share, from the reversal of a portion of the non-
recurring charge taken in the fourth quarter of fiscal year 1999.
Segment results for the six months ended July 28, 2000 and July 30, 1999
Six months ended Six months ended
Segment net sales July 28, 2000 July 30, 1999
(Amounts in thousands) Amount % of Net Sales Amount % of Net Sales
Core $311,592 59.7% $325,224 59.8%
Specialty 150,774 28.9% 157,504 28.9%
International 59,224 11.4% 61,497 11.3%
Total net sales $521,590 100.0% $544,225 100.0%
Income (loss) before income taxes
(Amounts in thousands)
Six months ended Six months ended
July 28, 2000 July 30, 1999
Amount % of Net Sales Amount % of Net Sales
Core $ (872) (0.2%) $ 6,879 1.3%
Specialty 3,012 0.6% 13,867 2.5%
International (2,010) (0.4%) (2,147) (0.4%)
Other (2,652) (0.5%) (1,199) (0.2%)
Income (loss) before
income taxes $(2,522) (0.5%) $17,400 3.2%
13
The core segment's net sales decreased $13.6 million from the prior year.
This decrease was the result of soft sales, especially in product lines
for women's and men's tailored and women's casual pants.
The specialty segment's net sales decreased $6.7 million from the prior
year. Excluding last year's first six months of net sales of about $12
million from the company's discontinued Willis & Geiger business, the
specialty segment had a sales increase of $5.5 million. This sales
increase was principally from our Corporate Sales business-to-business
sales, partially offset by a decrease in the Kids and Coming Home
divisions.
The international segment's net sales decreased $2.3 million from the
prior year. The decrease was the result of lower sales, primarily in the
United Kingdom.
The core segment's pretax income decreased by $7.8 million from the prior
year. The decrease was the result of lower sales volume, increased
national and catalog advertising costs and higher variable and fixed
expenses.
The specialty segment's pretax income decreased by $10.9 million from the
prior year. The decrease was primarily due to reduced sales, increased
national and catalog advertising costs, and higher variable and fixed
expenses.
The international segment had a pretax loss of $2.0 million in each of
the six month periods reported.
Seasonality of business
The company's business is highly seasonal. Historically, a
disproportionate amount of the company's net sales and a majority of its
profits have been realized during the fourth quarter. If the company's
sales were materially different from seasonal norms during the fourth
quarter, the company's annual operating results could be materially
affected. In addition, as the company continues to refine its marketing
efforts by experimenting with the timing of its catalog mailings, quarterly
results may fluctuate. Accordingly, results for the individual quarters
are not necessarily indicative of the results to be expected for the entire
year.
Liquidity and capital resources
To date, the bulk of the company's working capital needs have been met
through funds generated from operations and from short-term bank loans.
The company's principal need for working capital has been to meet peak
inventory requirements associated with its seasonal sales pattern. In
addition, the company's resources have been used to make asset additions
and to purchase treasury stock.
At July 28, 2000, the company had unsecured domestic credit facilities
totaling $200 million, of which about $1 million had been used, along with
a reduction of the facility of nearly $51 million for outstanding letters
of credit. The company also maintains foreign credit lines for use in
foreign operations totaling the equivalent of approximately $51 million as
of July 28, 2000, of which about $18 million was used.
14
Since fiscal 1990, the company's board of directors has authorized the
company from time to time to purchase a total of 12.7 million shares of
treasury stock. As of September 8, 2000, 11.6 million shares have been
purchased, and there is a balance of 1.1 million shares available to the
company. The company purchased about 18 thousand shares of treasury stock
as the result of options exercised during the six months ended
July 28, 2000.
Capital investment
Capital expenditures for fiscal 2001 are currently planned to be about $50
million, of which about $16 million had been expended through July 28,
2000. Major projects to date pertained mainly to investing in our
information technology. The company believes that its cash flow from
operations and borrowings under its current credit facilities will provide
adequate resources to meet its treasury stock purchases, capital
requirements and operational needs for the foreseeable future.
Possible future changes
A 1992 Supreme Court decision confirmed that the Commerce Clause of the
United States Constitution prevents a state from requiring the collection
of its use tax by a mail order company unless the company has a physical
presence in the state. However, there continues to be uncertainty due to
inconsistent application of the Supreme Court decision by state and
federal courts. The company attempts to conduct its operations in
compliance with its interpretation of the applicable legal standard, but
there can be no assurance that such compliance will not be challenged.
In recent challenges, various states have sought to require companies to
begin collection of use taxes and/or pay taxes from previous sales. The
company has not received assessments from any state.
The Supreme Court decision also established that Congress has the power
to enact legislation that would permit states to require collection of
use taxes by mail order companies. Congress has from time to time
considered proposals for such legislation. The company anticipates that
any legislative change, if adopted, would be applied only on a
prospective basis.
In October 1998, The Internet Tax Freedom Act was signed into law. Among
the provisions of this Act is a three-year moratorium on multiple and
discriminatory taxes on electronic commerce. An Advisory Commission was
appointed to study electronic commerce tax issues and submitted its final
report to Congress on April 3, 2000. Among other recommendations, the
majority of the Advisory Commission favors the extension of the
moratorium for an additional five years, until 2006, and greater
uniformity and simplification of the state sales and use tax systems. We
are currently analyzing the Commission's full report, Congress' response,
and any other proposed changes in the sales and use tax laws and policies
in general.
Business outlook as stated in our earnings release dated August 10, 2000
As stated in our earnings release dated August 10, 2000, we expect for
the full year an improvement in gross profit margin of about 200 basis
points over last year, rather than 225 as previously announced,
15
principally due to further liquidations in Japan. This is consistent
with the improvement of 200 basis points in the first half of the year.
The company's catalog mailing strategy currently includes a 6 percent
increase in United States page circulation for the first nine months of
the fiscal year. However, due to aggressive fourth quarter circulation
plans, we now expect page circulation in the fourth quarter to be up 20
percent as we add holiday catalogs back to the mailing plan and shift the
timing of holiday mailings. This is in contrast to the overall 6 percent
increase in page circulation for the full year as previously announced.
In view of these plans and their emphasis on the holiday period, the
company expects that the fourth quarter will represent a substantial
improvement over the prior year in both sales and earnings, but
anticipates downward trends in sales and earnings for the third quarter.
As previously stated, the company anticipates that its sales for the full
year will increase by less than 6 percent over the prior year.
Based on the disappointing results through the first half of the year,
the company no longer believes that it can achieve the 20 percent
increase in earnings per share that was previously anticipated. We
currently believe that we can achieve somewhat positive earnings growth
for the year. However, the upcoming holiday season will be critically
important as we see the full effect of our merchandising and circulation
strategies. If the trends of weak sales and higher costs experienced
through the first six months of the fiscal year continue into the holiday
period, our current business plans will be at risk.
Statement regarding forward-looking information
Statements in this release that are not historical, including, without
limitation, statements regarding our plans, expectations, assumptions,
and estimations for fiscal 2001 sales, gross profit margin, and earnings,
as well as anticipated sales trends, timing of catalogs and future
development of our business strategy, are forward-looking. As such,
these statements are subject to a number of risks and uncertainties.
Future results may be materially different from those expressed or
implied by these statements due to a number of factors. Currently, we
believe that the principal factors that create uncertainty about our
future results are the following: customer response to our merchandise
offerings, circulation changes and other initiatives; the mix of our
sales between full price and liquidation merchandise; general economic or
business conditions, both domestic and foreign; effects of shifting
patterns of e-commerce versus catalog purchases; costs associated with
printing and mailing catalogs; dependence on consumer seasonal buying
patterns; and fluctuations in foreign currency exchange rates. Our
future results could, of course, be affected by other factors as well.
The company does not undertake to publicly update or revise its forward-
looking statements even if experience or future changes make it clear
that any projected results expressed or implied therein will not be
realized.
16
Item 3: Quantitative and Qualitative Disclosure About Market Risk
The company uses derivative instruments to hedge, and therefore attempts
to reduce its exposure to the effects of currency fluctuations on cash
flows. The company is subject to foreign currency risk related to its
transactions with operations in the Japan, United Kingdom, Germany and
with foreign third-party vendors. The company's foreign currency risk
management policy is to hedge the majority of merchandise purchases by
foreign operations and from foreign third-party vendors, which includes
forecasted transactions, through the use of foreign exchange forward
contracts and options to minimize this risk. The company's policy is not
to speculate in derivative instruments for profit on the exchange rate
price fluctuation, trade in currencies for which there are no underlying
exposures, or enter into trades for any currency to intentionally
increase the underlying exposure. Derivative instruments used as hedges
must be effective at reducing the risk associated with the exposure being
hedged and must be designated as a hedge at the inception of the
contract.
As of July 28, 2000, the company had net outstanding foreign currency
forward contracts totaling about $43 million. Due to foreign currency
exchange fluctuations, during the second quarter of fiscal 2001, a loss
of $1.1 million was recorded in other expenses, compared with a loss of
$1.6 million in the second quarter of fiscal 2000. For the first six
months of fiscal 2001, a loss of $2.6 million primarily due to the weakening
of the German Mark and British Pound against the U.S. Dollar was recorded in
other expenses, compared with a loss of $0.6 million for the same time period
last year.
The company is subject to the risk of fluctuating interest rates in the
normal course of business, primarily as a result of its short-term
borrowing and investment activities at variable interest rates. As of
July 28, 2000, the company had no outstanding financial instruments
related to its debt or investments.
17
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings presently pending, except
for routine litigation incidental to the business, to which Lands'
End, Inc., is a party or of which any of its property is the
subject.
Items 2 and 3 are not applicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders
There were no matters submitted to a vote of security holders for
the quarter ended July 28, 2000, other than those disclosed in the
Form 10-Q for the quarter ended April 28, 2000, reporting the
results of the company's annual meeting.
Item 5. is not applicable and has been omitted
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
There were no exhibits filed as part of this report.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during the three-
month period ended July 28, 2000.
18
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned, its duly authorized officer and chief financial officer.
LANDS' END, INC.
Date: September 8, 2000 By /s/ STEPHEN A. ORUM
Stephen A. Orum
Executive Vice President,
and Chief Financial Officer
19
5
1,000
6-MOS 6-MOS
JAN-26-2001 JAN-28-2000
JUL-28-2000 JUL-30-1999
20,050 6,270
0 0
15,986 13,060
0 0
206,854 189,983
280,727 251,535
298,041 265,886
129,112 110,961
450,315 407,409
140,331 143,637
0 0
0 0
0 0
402 402
300,465 255,237
450,315 407,409
521,590 544,225
521,590 544,225
277,820 300,575
277,820 300,575
2749 1383
0 0
347 967
(2,522) 17,400
(933) 6,438
(1,589) 10,962
0 0
0 0
0 0
(1,589) 10,962
(0.05) 0.37
(0.05) 0.36
