September 9, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we
are transmitting herewith the attached Form 10-Q for the quarter ended
July 29, 1994.
Sincerely,
KATHY GIES
Kathy Gies
Lands' End, Inc.
One Lands' End Lane
Dodgeville, WI 53595
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 29, 1994
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 9, 1994:
Common stock, $.01 par value 34,879,405 shares outstanding
LANDS' END, INC. & SUBSIDIARIES
INDEX TO FORM 10-Q
Page
Number
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three Months Ended July 29, 1994, and
July 30, 1993 ..................................... 3
Consolidated Statements of Operations for the
Six Months Ended July 29, 1994, and July 30, 1993. 4
Consolidated Balance Sheets, at July 29, 1994,
and January 28, 1994 .............................. 5
Consolidated Statements of Cash Flows for the
Six Months Ended July 29, 1994, and
July 30, 1993 .................................... 6
Notes to Consolidated Financial Statements ......... 7-14
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations ..................................... 15-18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings .................................... 19
Item 4. Submission of Matters to a Vote of
Security Holders .................................. 19
Item 6. Exhibits and Reports on Form 8-K ..................... 19
Signature .................................................... 20
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Three Months Ended
July 29, July 30,
1994 1993
(Unaudited)
Net Sales ..................................... $179,833 $151,076
Cost of sales ............................... 102,509 88,390
Gross profit .................................. 77,324 62,686
Selling, general and administrative
expenses .................................... 71,607 56,753
Income from operations ........................ 5,717 5,933
Other income (expense):
Interest expense ........................ (273) (19)
Interest income ......................... 7 40
Other ................................... 200 (36)
Total other income (expense), net ........... (66) (15)
Income before income taxes .................... 5,651 5,918
Income tax provision......................... 2,238 2,364
Net income .................................... $ 3,413 $ 3,554
Net income per share .......................... $ 0.10 $ 0.10
Note: Per share data reflects the two-for-one stock split declared
in May, 1994.
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
Six Months Ended
July 29, July 30,
1994 1993
(Unaudited)
Net Sales ..................................... $366,844 $307,333
Cost of sales ............................... 209,803 180,471
Gross profit .................................. 157,041 126,862
Selling, general and administrative
expenses .................................... 143,514 114,289
Income from operations ........................ 13,527 12,573
Other income (expense):
Interest expense ........................ (314) (38)
Interest income ......................... 67 128
Other ................................... 437 106
Total other income (expense), net ........... 190 196
Income before income taxes and cumulative
effect of change in accounting............... 13,717 12,769
Income tax provision......................... 5,418 4,972
Net income before cumulative effect of
change in accounting......................... $ 8,299 $ 7,797
Cumulative effect of change in
accounting for income taxes.................. - 1,300
Net income .................................... $ 8,299 $ 9,097
Net income per share before cumulative
effect of change in accounting............. $ 0.23 $ 0.21
Cumulative effect of change in accounting ..... - 0.04
Net income per share .......................... $ 0.23 $ 0.25
Note: Per share data reflects the two-for-one stock split declared
in May, 1994.
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
July 29, January 28,
1994 1994
Assets (Unaudited)
Current assets:
Cash and cash equivalents............ $ 1,790 $ 21,569
Receivables.......................... 1,721 3,644
Inventory............................ 194,716 149,688
Prepaid expenses..................... 12,040 11,787
Income taxes receivable 530 -
Deferred income tax benefit.......... 5,588 5,588
Total current assets..................... 216,385 192,276
Property, plant and equipment, at cost:
Land and buildings................... 61,107 60,866
Fixtures and equipment............... 64,352 57,769
Leasehold improvements............... 1,714 1,346
Construction in progress............. 2,861 -
Total property, plant and equipment...... 130,034 119,981
Less - accumulated depreciation
and amortization................... 45,618 40,290
Property, plant and equipment, net....... 84,416 79,691
Intangibles, net......................... 4,335 1,863
Total assets............................. $305,136 $273,830
Liabilities and shareholders' investment
Current liabilities:
Lines of credit...................... $ 64,125 $ -
Current maturities of long-term debt. 40 40
Accounts payable..................... 52,065 54,855
Reserve for returns.................. 2,450 3,907
Advance payment on orders............ 234 568
Accrued liabilities.................. 17,706 16,875
Accrued profit sharing............... 178 2,276
Income taxes payable................. - 12,528
Total current liabilities................ 136,798 91,049
Long-term debt, less current maturities.. 40 40
Deferred income taxes.................... 5,200 5,200
Minority interest........................ 440 256
Shareholders' investment:
Common stock, 40,220,588 and 20,110,294
issued respectively................. 402 201
Donated capital...................... 8,400 8,400
Paid-in capital...................... 24,711 24,888
Deferred compensation................ (1,827) (2,001)
Currency translation adjustments..... 214 246
Retained earnings.................... 201,771 193,460
Treasury stock, 5,373,670 and 2,154,235
shares at cost, respectively....... (71,013) (47,909)
Total shareholders' investment........... 162,658 177,285
Total liabilities and shareholders'
investment............................. $305,136 $273,830
Note: Per share data reflects the two-for-one stock split
declared in May 1994.
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Six Months Ended
July 29, July 30,
1994 1993
(Unaudited)
Cash flows (used for) from
operating activities:
Net income before cumulative effect.. $ 8,299 $ 7,797
Adjustments to reconcile net income
to net cash flows from operating
activities -
Depreciation and amortization.... 5,007 3,996
Deferred compensation expense.... 174 111
Loss on sales of fixed assets.... - 38
Changes in current assets and
liabilities:
Receivables.................. 1,923 (1,965)
Inventory.................... (45,028) (28,582)
Prepaid expenses............. (253) (3,672)
Income taxes receivable (530) (636)
Accounts payable............. (2,790) 8,713
Reserve for returns.......... (1,457) (1,684)
Advance payment on orders.. (334) (746)
Accrued liabilities........ 831 4,723
Accrued profit sharing..... (2,098) (1,225)
Income taxes payable....... (12,528) (10,958)
Other................................ 152 461
Net cash flows used for
operating activities............... (48,632) (23,629)
Cash flows (used for) from
investing activities:
Purchase of assets................... (9,656) (6,947)
Proceeds from sales of fixed assets.. - 4
Purchase of subsidiary............... (2,536) -
Net cash flows used for
investing activities............. (12,192) (6,943)
Cash flows (used for) from
financing activities:
Proceeds from short-term borrowing... 64,125 10,000
Tax effect of exercise of stock
options............................ 24 -
Purchases of treasury stock.......... (23,104) (1,881)
Net cash flows from
financing activities............. 41,045 8,119
Net increase (decrease) in cash
and cash equivalents................... (19,779) (22,453)
Beginning cash and cash equivalents 21,569 22,754
Ending cash and cash equivalents......... $ 1,790 $ 301
Supplemental cash flow disclosures:
Interest paid........................ $ 193 $ 41
Income taxes paid.................... 18,035 16,540
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
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. It is
suggested that these condensed consolidated financial statements
be read in conjunction with the financial statements and the
notes thereto included in the company's latest annual report on
Form 10-K, and Form 10-Q for the quarter ended April 29, 1994.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business
Lands' End, Inc., (the company) is a direct marketer of
traditionally styled apparel, domestics (primarily bedding and
bath items), soft luggage, and other products.
Principles of consolidation
The consolidated financial statements include the accounts
of the company and its subsidiaries after elimination of
intercompany accounts and transactions.
Fiscal year
The company utilizes a 52-53 week fiscal year ending on the
Friday nearest January 31.
Fair values of financial instruments
The fair value of financial instruments does not materially
differ from their carrying values.
Inventory
Inventory, primarily merchandise held for sale, is stated at
last-in, first-out (LIFO) cost, which is lower than market. If
the first-in, first-out (FIFO) method of accounting for inventory
had been used, inventory would have been approximately $19.7
million and $19.1 million higher than reported at July 29, and
January 28, 1994, respectively.
Catalog costs
Prepaid expenses primarily consist of catalog production and
mailing costs that have not yet been fully amortized over the
expected revenue stream, which is approximately three months from
the date catalogs are mailed.
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
Depreciation
Depreciation expense is calculated using the straight-line
method over the estimated useful lives of the assets, which are
20 to 30 years for buildings and land improvements and 5 to 10
years for leasehold improvements and furniture, fixtures,
equipment, and software. The company provides one-half year of
depreciation in the year of addition and retirement.
Intangibles
Intangible assets consist primarily of goodwill, the excess
of cost over the fair market value of net assets of businesses
purchased. Goodwill is being amortized over 40 years on a
straight-line basis. Other intangibles are amortized over a
shorter life. Total accumulated amortization of all intangibles
was $201,000 as of July 29, 1994.
Net income per share
Net income per share is computed by dividing net income by
the weighted average number of common shares outstanding during
each period. The weighted average common shares outstanding were
35.0 million and 35.9 million after the two-for-one stock split
(See Note 2) for the three-month periods ended July 29, 1994, and
July 30, 1993, respectively; and 35.4 million and 36.0 million
for the six-month periods ended July 29, 1994, and July 30, 1993,
respectively. Common stock equivalents consisting of awards,
grants and stock options which have been issued by the company.
The common stock equivalents do not significantly dilute basic
earnings per share.
Reserve for losses on customer returns
At the time of sale, the company provides a reserve equal to
the gross profit on projected merchandise returns, based on its
prior returns experience.
Forward exchange contracts and import letters of credit
1. Forward exchange contracts are for delivery or purchase of
foreign currencies at specified future dates. These
contracts are entered into by the company as a hedge against
foreign currency exposures. At July 29, 1994, the company
had forward exchange contracts maturing during fiscal 1995
to sell approximately 1.7 million British pounds and 47.3
million yen, and to purchase about 1.2 million British
pounds and 3.0 million Canadian dollars.
2. Import letters of credit are for commitments issued through
third parties to guarantee payments for merchandise within
specified time periods according to terms of the agreements.
Import letters of credit were approximately $15.6 million as
of July 29, 1994.
Foreign currency translation
Financial statements of the foreign subsidiaries are
translated into U.S. dollars in accordance with the provisions of
SFAS 52. Foreign currency transaction gains were $214,000 and
$218,000 for the six-month periods ended July 29, 1994, and July
30, 1993, respectively.
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
Postretirement benefits
The company does not currently provide any postretirement
benefits for employees other than profit sharing.
Reclassification
Certain financial statement amounts have been reclassified
to be consistent with the fiscal 1995 presentation.
NOTE 2. SHAREHOLDERS' INVESTMENT
Capital stock
Upon shareholder approval, the company increased its
authorized shares from 30 million shares of $0.01 par value
common stock to 160 million. The company has authorized
5 million shares of preferred stock, $0.01 par value. The
company's board of directors has the authority to issue shares
and to fix dividend, voting and conversion rights, redemption
provisions, liquidation preferences, and other rights and
restrictions of the preferred stock.
Two-for-one stock split
In May 1994, the company declared a two-for-one split in the
company's common stock, that was effected as a stock dividend
payable on June 15, 1994, to shareholders of record as of May 31,
1994. The stock split resulted in an increase in the stated
capital of the company from $201,103 to $402,206 with a
corresponding reduction in paid-in capital. This has been
reflected retroactively in the share presentation and earnings
per share calculations presented.
Treasury stock
The company's board of directors authorized the additional
purchase of 1.0 million shares of the company's common stock.
Total shares authorized to be purchased increased from 3.1
million to 4.1 million. After the two-for-one stock split, this
number increased from 4.1 million shares to 8.2 million. After
the effect of the stock split, a total of 5.9 million and 4.8
million shares had been purchased as of July 29, and January 28,
1994, respectively.
Stock awards and grants
Shareholders of the company have approved the company's
restricted stock award plan. Under the provisions of the plan, a
committee of the company's board of directors may award shares of
the company's common stock to its officers and key employees.
Such shares generally vest over a ten-year period on a straight-
line basis from the date of the award.
In addition, the company has granted shares of its common
stock to individuals as an inducement to enter the employ of the
company. The shares granted are subject to vesting on a
straight-line basis over a ten-year period.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
After the effect of the two-for-one stock split, the following
table reflects the activity under the stock award and stock grant
plans:
Awards Grants
Balance at January 31, 1991 100,000 22,000
Granted -
Forfeited 2,880 -
Balance at January 31, 1992 97,120 22,000
Granted 74,000 -
Forfeited - -
Balance at January 29, 1993 171,120 22,000
Granted 27,200 -
Forfeited 3,600 -
Balance at January 28, 1994 194,720 22,000
Granted - -
Forfeited 2,400 -
Balance at July 29, 1994 192,320 22,000
A total of 60,120 shares awarded and granted have vested as
of July 29, 1994.
The granting of the above awards and grants has been
recorded as deferred compensation based on the fair market value
of the shares at the date of grant. Compensation expense under
these plans is recorded as shares vest.
Stock options
Upon shareholder approval, the company increased its
reserved shares from 1.0 million to 1.3 million shares of common
stock, either authorized and unissued shares or treasury shares,
for use by the plan. After the two-for-one stock split, the
shares increased from 1.3 million to 2.5 million. Options are
granted at the discretion of a committee of the company's board
of directors to officers and key employees of the company. No
option may have an exercise price less than the fair market value
per share of the common stock at the date of grant.
After the effect of the two-for-one stock split, activity under
the stock option plan is as follows:
Average
Exercise
Options Price
Balance at January 31, 1991 900,000 $ 6.38
Granted 480,000 $12.69
Exercised - -
Balance at January 31, 1992 1,380,000 $ 8.57
Granted 80,000 $13.96
Exercised 400,000 $ 6.38
Balance at January 29, 1993 1,060,000 $ 9.81
Granted 637,200 $19.12
Exercised 8,000 $12.69
Balance at January 28, 1994 1,689,200 $13.31
Granted - -
Exercised 5,000 6.38
Balance at July 29, 1994 1,684,200 $13.33
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
The above options outstanding vest over a 5 year period from
the date of grant (1,084,200) or on the fifth anniversary from
the date of grant (600,000). A total of 371,000 options have
vested as of July 29, 1994. The outstanding options expire as
follows:
1995 - 495,000
2001 - 472,000
2002 - 80,000
2003 - 637,200
1,684,200
NOTE 3. INCOME TAXES
In January 1993, the company adopted Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
Under the liability method prescribed by SFAS 109, deferred taxes
are provided based upon enacted tax laws and rates applicable to
the periods in which taxes become payable.
Temporary differences which give rise to deferred tax assets
and liabilities are as follows (in thousands):
Net Current Deferred Net Long-term Deferred
Tax Benefit Tax Liabilities
Catalog advertising $(1,988) $ -
Inventory 5,585 -
Employee benefits 673 -
Reserve for returns 482 -
Depreciation - 5,200
Foreign operating loss
carryforwards - (933)
Valuation allowance - 933
Other 836 -
$ 5,588 $ 5,200
A valuation allowance has been established for the deferred
income tax benefits related to certain subsidiary loss
carryforwards, which may not be realized.
In all periods presented, the differences between income taxes at
the statutory federal income tax rate of 35 percent, and income
taxes reported in the consolidated statements of operations are
due primarily to the effect of state income taxes.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
NOTE 4. LINES OF CREDIT
On September 2, 1994, the company increased its unsecured
lines of credit from a total of $110 million to $130 million.
Borrowings bear interest at the banks' prime rates, or at the company's
option, LIBOR plus a fixed percentage, or Federal Funds rate-based
negotiated pricing or the banks' Wholesale Certificate of Deposit rate
plus a fixed percentage. There was $61 million outstanding at July
29, 1994, at interest rates averaging 4.9%, compared to no outstanding
amount on January 28, 1994.
In addition, the company has unsecured lines of credit with
foreign banks totaling the equivalent of $20 million for a wholly
owned foreign subsidiary. There was $3 million outstanding at
July 29, 1994, at interest rates averaging 3.0%, compared to none
as of January 28, 1994.
NOTE 5. LONG-TERM DEBT
Long-term debt was $40,000 as of July 29, 1994, and
January 28, 1994.
The company has an agreement which expires December 31,
1994, with a bank for a $20 million credit facility. As of
September 2, 1994, this facility has been temporarily converted to
unsecured lines of credit (see Note 4 above). Outstanding
balances will bear interest at the bank's prime rate or, at the
company's option, LIBOR plus a fixed percentage. The company is
currently in compliance with all lending conditions and covenants
related to this debt facility.
NOTE 6. LEASES AND PURCHASE COMMITMENTS
The company leases store and office space and equipment
under various leasing arrangements. The leases are accounted for
as operating leases. Total rental expense under these leases was
$2.0 million and $1.5 million for the three-month periods ended
July 29, 1994, and July 30, 1993, respectively. Rental expense
for the six-month periods ended July 29, 1994, and July 30, 1993,
was $4.1 million and $3.3 million, respectively.
Total future fiscal year commitments under these leases as
of July 29, 1994, are as follows (in thousands):
1995 (six months) $ 2,884
1996 5,256
1997 4,385
1998 2,599
1999 894
After 1999 2,102
$ 18,120
Purchase commitments as of July 29, 1994, for property, plant and
equipment were $9.3 million.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
NOTE 7. RETIREMENT PLAN AND ACCRUED COMPENSATION
The company has a retirement plan which covers most regular
employees and provides for annual contributions at the discretion
of the board of directors. Also included in the plan is a 401(k)
feature which allows employees to make contributions and the
company to match a portion of those contributions. Total expense
provided under this plan was $364,000 and $469,000 for the three-
month periods ended July 29, 1994, and July 30, 1993,
respectively. Total expenses were $1.1 million for the six-month
periods ended July 29, 1994, and July 30, 1993. Accrued
liabilities include accrued compensation of $1.1 million and $1.6
million at July 29, 1994, and January 28, 1994, respectively.
NOTE 8. STATE SALES AND USE TAX
A Supreme Court decision confirmed in May 1992, 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. The company believes that the decision invalidated laws
adopted by a number of states, including California and
Tennessee, which purported to require out-of-state mail order
companies to collect and remit sales and use taxes with respect
to mail order sales in such states. However, the decision also
established that Congress has the power to enact legislation
which would permit states to require such collection by mail
order companies. Congress is currently addressing a bill which
would require mail order companies to collect and remit sales and
use tax in all states. It is anticipated that the change, if
adopted, will be applied prospectively. Although such a change
would likely influence the buying decisions of some customers,
the company believes there would be no material adverse effect on
financial results.
NOTE 9. ACQUISITION
In July 1994, the company formed a wholly-owned subsidiary
that acquired the marketing rights and assets of MontBell
America, Inc., which designs, develops and distributes premier
technical outdoor clothing and equipment through the wholesale
channel to outdoor specialty stores, primarily in the United
States. MontBell America, Inc., had sales of $2.3 million in
1993.
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Information pertaining to July 29, 1994, and the three months
ended July 29, 1994, and July 30, 1993, is unaudited.)
In March 1993, the company purchased a majority interest in
a catalog company, The Territory Ahead. Merchandise offered in
the catalog consists of private label sportswear, accessories and
luggage. They design casual merchandise that is colorful and has
an outdoor flavor. The emphasis is on fine detailing, unique
fabrications, updated styling, and excellent quality. Beginning
in 2003, the minority shareholders have the option to require the
company to purchase their shares, and the company will have the
option to require the minority shareholders to sell their shares
in The Territory Ahead. The price per share would be based on
the fair market value of The Territory Ahead.
Results of operations of MontBell America, Inc., and The
Territory Ahead were not material to the company, and as a
result, no pro forma data is presented. The transactions were
accounted for using the purchase method. The excess of the
purchase price over the fair value of net assets was recorded as
goodwill. The operating results of MontBell America, Inc., and
The Territory Ahead are included in the consolidated financial
statements of the company from their respective dates of
acquisition.
Item 2. Management's Discussion
and Analysis
Results of Operations
Three Months Ended July 29, 1994, compared with
Three Months Ended July 30, 1993
The company's net sales in the second quarter of fiscal 1995
increased 19.0 percent to $179.8 million, from $151.1 million in
the second quarter of fiscal 1994. Net sales for the quarter
just ended rose mainly due to increased circulation of primary
and specialty catalogs and continued strength in the women's
apparel lines. Additional benefit to net sales came from strong
performances from the company's international and new businesses,
The Territory Ahead and Corporate Sales.
Inventory at the end of the second quarter was $194.7
million, up from $134.6 million a year ago. The company has
brought in imported goods for the fall season earlier than usual
to avoid possible quota closing problems similar to those
experienced in fall 1993. These early deliveries, combined with
the increased carryover of last fall's merchandise, account for
about 40 percent of the rise in inventory. In addition, the
major spring/summer clearance catalog is not mailed until mid-
August. Also, the growth in the UK and TTA and the addition of
Montbell has contributed to the overall increase in inventory.
While higher inventory levels may result in greater product
liquidations in future periods, they allow the company to achieve
higher order fulfillment and stronger sales performance.
Gross profit in the quarter just ended was $77.3 million, or
43.0 percent of net sales, compared with $62.7 million, or 41.5
percent of net sales, in the second quarter of the prior year.
The increase in gross profit margin was due to lower merchandise
costs from improvements in domestic and off-shore sourcing.
Liquidations of excess inventory were about 10 percent of net
sales in the quarter just ended, compared to approximately
9 percent in the prior year.
Selling, general and administrative expenses increased
26 percent to $71.6 million in the quarter just ended, compared
with $56.8 million in the same period last year. As a percentage
of sales, SG&A was 39.8 percent, compared with 37.6 percent in
the similar period a year ago. The rise in the SG&A percentage
was mainly due to a continuation of the company's strategy of
aggressive investment spending to expand its customer acquisition
programs in advance of next year's postal rate increase, to grow
its international businesses, to build its new businesses, and to
improve its information systems. In mid-June, the company
instituted a new two-day UPS delivery service utilizing tiered
shipping that cut its standard delivery time in half. The cost
of providing this higher level of customer service also had a
negative effect on the SG&A percentage. While catalog mailings
were increased during the quarter, the associated expenses were
mostly offset by reductions in catalog production costs. As
management had anticipated, the heavy investments made for long-
term growth had a negative impact on the SG&A ratio and on
profits. The company, however, is pleased with the strong sales
performance and the improvement in gross profit margin for the
quarter, especially while maintaining its value positioning in
today's competitive retail market.
Net income in the second quarter of fiscal 1995 was $3.4
million or $0.10 per weighted average common share outstanding
compared with net income of $3.6 million, or $0.10 per share in
the second quarter last year.
Six Months Ended July 29, 1994, compared with Six Months Ended
July 30, 1993
The company's net sales in the first six months of fiscal
1995 increased 19 percent to $366.8 million from $307.3 million
in the same period last year. The increase in net sales was due
primarily to the same factors disclosed above for the three
months ended July 29, 1994.
Gross profit of $157.0 million for the first six months of
fiscal 1995 increased 23.8 percent from $126.9 million in the
same six-month period last year. The increase in gross profit
was due principally to the same factors disclosed above for the
second quarter ended July 29,1994. As a percentage of net sales,
gross profit increased from 41.3 percent in fiscal 1994 to
42.8 percent in fiscal 1995. The percentage of increase was due
in part to reduced merchandise costs and increased margin through
better sourcing. Year-to-date liquidation sales have been about
the same percentage as last year.
Selling, general and administrative expenses increased 25.6
percent to $143.5 million in the first six months of fiscal 1995
from $114.3 million in the same period last year. This increase
was due primarily to the increased sales volume. As a percentage
of net sales, selling, general and administrative expenses
increased to 39.1 percent in fiscal 1995 from 37.2 percent in
fiscal 1994. The percentage increased as a result of increased
catalog advertising, relatively higher variable costs (due
primarily to higher shipping and handling costs), and greater
fixed expenses related to the previously mentioned increase in
investment spending.
Net income in the first half of fiscal 1995 was
$8.3 million, or 23 cents per share, compared with $7.8 million,
or 21 cents per share, earned in the first half of the prior year
before the cumulative effect of an accounting change. During the
first quarter last year, the company adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes," as required. This added $1.3 million of net income, or
4 cents per share, to the results for the first six months of
fiscal 1994, bringing the total for that period to 25 cents per
share. (All per share amounts have been adjusted to reflect the
two-for-one stock split declared in May 1994.)
The Financial Accounting Standards Board recently issued
Statement Nos. 112 and 115, "Employer's Accounting for Post-
employment benefits" and "Accounting for Certain Investments in
Debt and Equity Securities," respectively. The company adopted
these standards in the first quarter of fiscal 1995, and they do
not have a material impact.
Seasonality
The company's business is highly seasonal. The fall/winter
season, which the company regards as a five-month period ending
in December, includes the peak selling season during the Thanks-
giving and Christmas holidays in the company's fourth quarter.
In the longer spring/summer season, orders are fewer and the
merchandise offered generally has lower unit selling prices than
products offered in the fall/winter season. As a result, net
sales are usually substantially greater in the fall/winter season
and SG&A as a percentage of net sales is usually higher in the
spring/summer season. In addition, as the company continues to
refine its marketing efforts by experimenting with the timing of
its catalog mailings, quarterly results may fluctuate.
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 lines. 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, to purchase
treasury stock, pay cash dividends to shareholders, to acquire
the marketing rights and assets of MontBell America, Inc., and to
purchase a majority interest in a specialty catalog company, The
Territory Ahead.
The company could experience an adverse impact to expenses
if there is a legislated change in health care benefits provided
to temporary employees. Due to the seasonal nature of the
business, it is a necessity that the company utilize temporary
employees during the busy holiday season. During the peak winter
season of fiscal 1994, approximately 3,500 of the company's 6,400
employees were temporary employees. Currently, health care
benefits are not provided to temporary employees.
The company continues to explore investment opportunities
arising from the expansion of its international business, the
development of new businesses and the acquisition of existing
businesses. These efforts, which could have a negative impact on
earnings during the initial years of the investments, are not
expected to have a material effect on liquidity.
As of September 2, 1994, the company increased its unsecured
bank credit lines from a total of $110 million to $130 million.
At July 29, 1994, the company had $61 million outstanding on its
short-term lines of credit compared to $10 million as of July 30,
1993. The company has a separate $20 million bank facility
available to fund treasury stock purchases and capital
expenditures. This agreement has been temporarily converted to
unsecured lines of credit and is included in the $130 million
above. The facility runs through December 31, 1994.
In addition, the company obtained lines of credit with
foreign banks totaling the equivalent of $20 million for a wholly
owned foreign subsidiary. The company had about $3 million
outstanding on these short-term lines of credit as of
July 29, 1994.
The company purchased 5,975,383 shares of its common stock
from February 1, 1990, through September 9, 1994. As of
September 9, 1994, the company was authorized to purchase up to
an additional 2,224,617 shares. For further information, see
note 2 to the consolidated financial statements.
Capital expenditures for fiscal 1995 are currently planned
to be about $24 million, of which $9.3 million had been expended
through July 29, 1994. Major projects will include constructing
a second distribution center in Reedsburg, Wisconsin, new
computer hardware and software, and new materials handling
equipment. The company believes that its cash flow from
operations and borrowings under its credit facilities will be
adequate to meet its capital requirements and operational needs
for the foreseeable future.
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 29, 1994, other than
those disclosed in the Form 10-Q dated April 29, 1994,
reporting the results of the company's annual meeting.
Item 5. Other Information
On August 17, 1994, David F. Dyer, vice chairman of
merchandising and sales resigned to accept the position
of chief operating officer with Home Shopping Network in
Florida. Dyer had been a member of the company's board
of directors since 1991.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibits are filed as a part of this
report:
Table Exhibit
Number Description Number
(3) Amendment to Certificate of Incorporation 4
of the company, dated May 20, 1994.
(11) Statement of recomputation of earnings per
share 1
(b) Reports on Form 8-K
A report on Form 8-K was filed July 6, 1994,
reporting a meeting with members of the financial
community in New York, New York, on Thursday, May 19,
1994.
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 9, 1994 By: STEPHEN A. ORUM
Stephen A. Orum
Senior Vice President
(Chief Financial Officer)
LIST OF DOCUMENTS INCORPORATED BY REFERENCE
In addition to the exhibits filed with this report, the exhibits
listed below have been heretofore filed with the Securities and
Exchange Commission as exhibits to the company's registration
statement on Form S-8 (File No. 33-46133) and on Form S-1 (File No.
33-08217) or to other filings with the Commission and are
incorporated herein as exhibits by reference, pursuant to Rule 24 of
the SEC Rules of Practice. The exhibit number of each document so
filed is stated next to the description of such exhibit. The file
number for all other documents is 1-9769.
Table Exhibit Document
Number Description of Item Number Description
(3) Articles of Incorporation and By-laws:
Certificate of Incorporation of the
company, as amended through
October 3, 1986. 1 S-1
Amendment to Certificate of 3 10-Q
Incorporation of the company, October 1987
dated August 10, 1987.
Amended and Restated By-Laws of 2 10-K 1993
the company.
(4) Equity Instrument and Agreements
relating to Debt Obligations:
Form of Certificate to evidence 1 10-Q
the Common stock. August 1990
(10) Material Contracts:
Form of letter from bank approving 7 10-K 1992
the company's unsecured line of
credit and corresponding note.
Term Loan Note and Loan Agreement 11 10-Q
between the company and the August 1990
American National Bank and Trust
Company of Chicago.
First Amendment to Loan Agreement 13 10-Q
between the company and the August 1991
American National Bank and Trust
Company of Chicago, dated
June 1, 1991.
Second Amendment to Loan Agreement 15 10-K 1992
between the company and the
American National Bank and Trust
Company of Chicago, dated
January 27, 1992.
Table Exhibit Document
Number Description of Item Number Description
(10) Third Amendment to Loan Agreement 16 10-K 1993
between the company and the
American National Bank and Trust
Company of Chicago, dated
December 11, 1992.
Fourth Amendment to Loan Agreement 1 10-K 1994
between the company and the
American National Bank and Trust
Company of Chicago, dated
December 1, 1993.
Buying Agreement between the company 7 10-Q
and European Buying Agency, Ltd. November 1990
Salaried Incentive Bonus Plan. 9 S-1
Second Amended and Restated 1989 12 10-Q
Restricted Stock Plan of the November 1991
company.
Amended and Restated Additional 17 10-Q
Incentive Bonus Plan of the November 1991
company.
Stock Option Plan of the company. 2 10-K 1994
Amended and Restated Retirement Plan, 3 10-K 1994
dated February 1, 1992.
(13) Annual Report to Shareholders for the 10-K 1994
fiscal year ended January 28, 1994.
Exhibit 3.4:
State of Delaware
Office of the Secretary of State
---------------------------------
I, William T. Quillen, Secretary of State of the State of Delaware, do
hereby certify the attached is a true and correct copy of the certificate
of Amendment of "Lands' End, Inc.", filed in this office on the nineteenth
day of May, A.D. 1994, at 9 o'clock a.m.
A certified copy of this certificate has been forwarded to the Kent
County Recorder of Deeds for recording.
WILLIAM T. QUILLEN
William T. Quillen, Secretary of State
AUTHENTICATION: 7125684
DATE: 05-20-94
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
LANDS' END, INC.
____________________________
Adopted in accordance with the
provisions of Section 242 of the
General Corporation Law of the
State of Delaware
* * * * *
William T. End and Robert S. Osborne, being the President and
Secretary of Lands' End, Inc., a corporation organized and existing under
and by virtue of the laws of the State of Delaware (the "Corporation"), do
hereby certify as follows:
FIRST: The Certificate of Incorporation of the Corporation (the
"Certificate of Incorporation") is hereby amended by deleting the first
paragraph of ARTICLE FOURTH and substituting in lieu thereof the following:
"The total number of shares of stock which
which the Corporation has authority to issue is
165,000,000 shares, of which 5,000,000 shares
shall be designated Serial Preferred Stock, par
value $.01 per share, and 160,000,000 shares shall
be Common Stock, par value $.01 per share."
SECOND: The Board of Directors of the Corporation approved the
foregoing amendment pursuant to the provisions of Sections 141 and 242 of
the General Corporation Law of the State of Delaware and directed that the
amendment be submitted to the stockholders of the Corporation for their
consideration and approval.
THIRD: The stockholders of the Corporation approved the foregoing
amendment pursuant to the provisions of Sections 228 and 242 of the General
Corporation Law of the State of Delaware.
* * *
IN WITNESS WHEREOF, the undersigned, being the President and Secretary
hereinabove named, for the purpose of amending the Certificate of
Incorporation of the Corporation pursuant to the General Corporation Law of
the State of Delaware, under penalties of perjury do each hereby declare
and certify that this is the act and deed of the Corporation and the facts
stated herein are true, and accordingly have hereunto signed this
Certificate of Amendment of Certificate of Incorporation this 18th day of
May, 1994.
LANDS END, INC.
WILLIAM T. END
William T. End, President
ATTEST:
ROBERT S. OSBORNE
Robert S. Osborne, Secretary
Exhibit 11.1: Computation of Earnings Per Share
LANDS' END, INC. & SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
Three Months Ended Six Months Ended
07/29/94 07/30/93 07/29/94 07/30/93
Net income before cumulative effect
of change in accounting............ $ 3,413 $ 3,554 $ 8,299 $ 7,797
Cumulative effect of change in
accounting for income taxes........ - - - 1,300
Net income .......................... $ 3,413 3,554 8,299 9,097
Average shares of common stock
outstanding during the period...... 35,046 35,924 35,446 35,966
Incremental shares from
assumed exercise of stock
options (primary).................. 605 358 690 337
35,651 36,282 36,136 36,303
Net income per share before cumulative
effect of change in accounting..... $ 0.10 $ 0.10 $ 0.23 $ 0.21
Cumulative effect of change
in accounting...................... - - - 0.04
Primary earnings per share........... $ 0.10 $ 0.10 $ 0.23 $ 0.25
Average shares of common stock
outstanding during the period...... 35,046 35,924 35,446 35,966
Incremental shares from assumed
exercise of stock options
(fully diluted).................... 605 350 690 350
35,651 36,274 36,136 36,316
Net income per share before cumulative
effect of accounting change........ $ 0.10 $ 0.10 $ 0.23 $ 0.21
Cumulative effect of change
in accounting...................... - - - 0.04
Fully diluted earnings per share..... $ 0.10 $ 0.10 $ 0.23 $ 0.25
Average shares of common stock
outstanding during the period...... 35,046 35,924 35,446 35,966
Basic earnings per share............. $ 0.10 $ 0.10 $ 0.23 $ 0.25