x
|
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
36-2512786
|
(State or Other Jurisdiction of
Incorporation of Organization) |
|
(I.R.S. Employer
Identification No.) |
|
|
|
1 Lands’ End Lane
Dodgeville, Wisconsin
|
|
53595
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Large accelerated filer
|
|
¨
|
Accelerated filer
|
x
|
|
|
|
|
|
Non-accelerated filer
|
|
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
|
|
PART I FINANCIAL INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
|
Financial Statements (Unaudited)
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Operations
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Operations
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
|
|
|
Notes to Condensed Consolidated Financial Statements
|
|
|
|
|
|
|
|
Item 2.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
|
|
|
Item 3.
|
|
Quantitative and Qualitative Disclosures about Market Risk
|
|
|
|
|
|
|
|
Item 4.
|
|
Controls and Procedures
|
|
|
|
|
|
|
|
|
|
PART II OTHER INFORMATION
|
|
|
|
|
|
|
|
Item 1.
|
|
Legal
Proceedings
|
|
|
|
|
|
|
|
Item 1A.
|
|
Risk Factors
|
|
|
|
|
|
|
|
Item 6.
|
|
Exhibits
|
|
|
|
|
|
|
|
|
|
Signatures
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands, except per share data)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Net revenue
|
|
$
|
307,945
|
|
|
$
|
302,190
|
|
|
$
|
607,770
|
|
|
$
|
570,555
|
|
Cost of sales (excluding depreciation and amortization)
|
|
171,179
|
|
|
168,025
|
|
|
337,979
|
|
|
313,748
|
|
||||
Gross profit
|
|
136,766
|
|
|
134,165
|
|
|
269,791
|
|
|
256,807
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling and administrative
|
|
129,041
|
|
|
127,336
|
|
|
253,041
|
|
|
248,682
|
|
||||
Depreciation and amortization
|
|
6,897
|
|
|
6,175
|
|
|
13,058
|
|
|
12,683
|
|
||||
Other operating (income) expense, net
|
|
(47
|
)
|
|
480
|
|
|
290
|
|
|
1,988
|
|
||||
Operating income (loss)
|
|
875
|
|
|
174
|
|
|
3,402
|
|
|
(6,546
|
)
|
||||
Interest expense
|
|
7,001
|
|
|
6,167
|
|
|
13,913
|
|
|
12,292
|
|
||||
Other (income) expense, net
|
|
(412
|
)
|
|
(494
|
)
|
|
3,452
|
|
|
(1,236
|
)
|
||||
Loss before income taxes
|
|
(5,714
|
)
|
|
(5,499
|
)
|
|
(13,963
|
)
|
|
(17,602
|
)
|
||||
Income tax benefit
|
|
(429
|
)
|
|
(1,619
|
)
|
|
(6,048
|
)
|
|
(5,883
|
)
|
||||
NET LOSS
|
|
$
|
(5,285
|
)
|
|
$
|
(3,880
|
)
|
|
$
|
(7,915
|
)
|
|
$
|
(11,719
|
)
|
NET LOSS PER COMMON SHARE
|
|
|
|
|
|
|
|
|
||||||||
Basic:
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.37
|
)
|
Diluted:
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.37
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
|
32,212
|
|
|
32,079
|
|
|
32,168
|
|
|
32,054
|
|
||||
Diluted weighted average common shares outstanding
|
|
32,212
|
|
|
32,079
|
|
|
32,168
|
|
|
32,054
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
NET LOSS
|
|
$
|
(5,285
|
)
|
|
$
|
(3,880
|
)
|
|
$
|
(7,915
|
)
|
|
$
|
(11,719
|
)
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments
|
|
(1,540
|
)
|
|
622
|
|
|
(3,176
|
)
|
|
1,139
|
|
||||
COMPREHENSIVE LOSS
|
|
$
|
(6,825
|
)
|
|
$
|
(3,258
|
)
|
|
$
|
(11,091
|
)
|
|
$
|
(10,580
|
)
|
(in thousands, except share data)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
February 2, 2018
|
||||||
ASSETS
|
|
|
|
|
|
|
||||||
Current assets
|
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
|
$
|
194,391
|
|
|
$
|
176,955
|
|
|
$
|
195,581
|
|
Restricted cash
|
|
1,953
|
|
|
3,300
|
|
|
2,356
|
|
|||
Accounts receivable, net
|
|
25,925
|
|
|
24,632
|
|
|
49,860
|
|
|||
Inventories, net
|
|
349,597
|
|
|
370,470
|
|
|
332,297
|
|
|||
Prepaid expenses and other current assets
|
|
40,967
|
|
|
36,216
|
|
|
26,659
|
|
|||
Total current assets
|
|
612,833
|
|
|
611,573
|
|
|
606,753
|
|
|||
Property and equipment, net
|
|
142,261
|
|
|
126,825
|
|
|
136,501
|
|
|||
Goodwill
|
|
110,000
|
|
|
110,000
|
|
|
110,000
|
|
|||
Intangible asset, net
|
|
257,000
|
|
|
257,000
|
|
|
257,000
|
|
|||
Other assets
|
|
8,349
|
|
|
17,007
|
|
|
13,881
|
|
|||
TOTAL ASSETS
|
|
$
|
1,130,443
|
|
|
$
|
1,122,405
|
|
|
$
|
1,124,135
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||||||
Current liabilities
|
|
|
|
|
|
|
||||||
Accounts payable
|
|
$
|
186,207
|
|
|
$
|
181,685
|
|
|
$
|
155,874
|
|
Other current liabilities
|
|
91,747
|
|
|
85,415
|
|
|
100,257
|
|
|||
Total current liabilities
|
|
277,954
|
|
|
267,100
|
|
|
256,131
|
|
|||
Long-term debt, net
|
|
484,350
|
|
|
488,146
|
|
|
486,248
|
|
|||
Long-term deferred tax liabilities
|
|
58,420
|
|
|
91,015
|
|
|
59,137
|
|
|||
Other liabilities
|
|
10,494
|
|
|
14,144
|
|
|
15,526
|
|
|||
TOTAL LIABILITIES
|
|
831,218
|
|
|
860,405
|
|
|
817,042
|
|
|||
Commitments and contingencies
|
|
|
|
|
|
|
||||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
||||||
Common stock, par value $0.01 authorized: 480,000,000 shares; issued and outstanding:
32,212,290
, 32,087,532 and 32,101,793, respectively
|
|
320
|
|
|
320
|
|
|
320
|
|
|||
Additional paid-in capital
|
|
349,338
|
|
|
345,139
|
|
|
347,175
|
|
|||
Accumulated deficit
|
|
(36,665
|
)
|
|
(72,172
|
)
|
|
(29,810
|
)
|
|||
Accumulated other comprehensive loss
|
|
(13,768
|
)
|
|
(11,287
|
)
|
|
(10,592
|
)
|
|||
Total stockholders’ equity
|
|
299,225
|
|
|
262,000
|
|
|
307,093
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,130,443
|
|
|
$
|
1,122,405
|
|
|
$
|
1,124,135
|
|
|
|
26 Weeks Ended
|
||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
||||
Net loss
|
|
$
|
(7,915
|
)
|
|
$
|
(11,719
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
13,058
|
|
|
12,683
|
|
||
Amortization of debt issuance costs
|
|
965
|
|
|
856
|
|
||
Loss on property and equipment
|
|
284
|
|
|
62
|
|
||
Stock-based compensation
|
|
2,696
|
|
|
1,800
|
|
||
Deferred income taxes
|
|
128
|
|
|
(88
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
|
||||
Inventories
|
|
(20,223
|
)
|
|
(43,493
|
)
|
||
Accounts payable
|
|
33,678
|
|
|
22,434
|
|
||
Other operating assets
|
|
18,545
|
|
|
5,603
|
|
||
Other operating liabilities
|
|
(16,384
|
)
|
|
(1,333
|
)
|
||
Net cash provided by (used in) operating activities
|
|
24,832
|
|
|
(13,195
|
)
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
||||
Purchases of property and equipment
|
|
(22,203
|
)
|
|
(20,223
|
)
|
||
Net cash used in investing activities
|
|
(22,203
|
)
|
|
(20,223
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
||||
Payments on term loan facility
|
|
(2,575
|
)
|
|
(2,575
|
)
|
||
Payments of employee withholding taxes on share-based compensation
|
|
(533
|
)
|
|
(629
|
)
|
||
Net cash used in financing activities
|
|
(3,108
|
)
|
|
(3,204
|
)
|
||
Effects of exchange rate changes on cash, cash equivalents and restricted cash
|
|
(1,114
|
)
|
|
469
|
|
||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
(1,593
|
)
|
|
(36,153
|
)
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD
|
|
197,937
|
|
|
216,408
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
|
|
$
|
196,344
|
|
|
$
|
180,255
|
|
SUPPLEMENTAL CASH FLOW DATA
|
|
|
|
|
||||
Unpaid liability to acquire property and equipment
|
|
$
|
4,990
|
|
|
$
|
4,438
|
|
Income taxes paid, net of refunds
|
|
$
|
1,349
|
|
|
$
|
3,802
|
|
Interest paid
|
|
$
|
12,938
|
|
|
$
|
11,257
|
|
(in thousands)
|
|
February 2, 2018(As reported)
|
|
Impact of Adoption
|
|
February 3, 2018
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
26,659
|
|
|
$
|
10,425
|
|
|
$
|
37,084
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
100,257
|
|
|
9,365
|
|
|
109,622
|
|
|||
|
|
|
|
|
|
|
||||||
Stockholders' Equity:
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
(29,810
|
)
|
|
1,060
|
|
|
(28,750
|
)
|
|
|
August 3, 2018
|
||||||||||
(in thousands)
|
|
Balances Without Adoption
|
|
Impact of Adoption
|
|
As Reported
|
||||||
Assets:
|
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
|
$
|
31,757
|
|
|
$
|
9,210
|
|
|
$
|
40,967
|
|
|
|
|
|
|
|
|
||||||
Liabilities:
|
|
|
|
|
|
|
||||||
Other current liabilities
|
|
83,657
|
|
|
8,090
|
|
|
91,747
|
|
|||
|
|
|
|
|
|
|
||||||
Stockholders' Equity:
|
|
|
|
|
|
|
||||||
Accumulated deficit
|
|
(37,785
|
)
|
|
1,120
|
|
|
(36,665
|
)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands, except per share amounts)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Net loss
|
|
$
|
(5,285
|
)
|
|
$
|
(3,880
|
)
|
|
$
|
(7,915
|
)
|
|
$
|
(11,719
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
|
32,212
|
|
|
32,079
|
|
|
32,168
|
|
|
32,054
|
|
||||
Dilutive effect of stock awards
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Diluted weighted average common shares outstanding
|
|
32,212
|
|
|
32,079
|
|
|
32,168
|
|
|
32,054
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic loss per share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.37
|
)
|
Diluted loss per share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.12
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.37
|
)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Beginning balance: Accumulated other comprehensive loss (net of tax of $3,250, $6,189, $2,816 and $6,691, respectively)
|
|
$
|
(12,228
|
)
|
|
$
|
(11,909
|
)
|
|
$
|
(10,592
|
)
|
|
$
|
(12,426
|
)
|
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustments (net of tax of $410, $(135), $844, and $(637), respectively)
|
|
(1,540
|
)
|
|
622
|
|
|
(3,176
|
)
|
|
1,139
|
|
||||
Ending balance: Accumulated other comprehensive loss (net of tax of $3,660, $6,054, $3,660, and $6,054, respectively)
|
|
$
|
(13,768
|
)
|
|
$
|
(11,287
|
)
|
|
$
|
(13,768
|
)
|
|
$
|
(11,287
|
)
|
|
|
August 3, 2018
|
|
July 28, 2017
|
|
February 2, 2018
|
|||||||||||||||
(in thousands)
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|
Amount
|
|
Rate
|
|||||||||
Term Loan Facility, maturing April 4, 2021
|
|
$
|
493,113
|
|
|
5.34
|
%
|
|
$
|
498,263
|
|
|
4.48
|
%
|
|
$
|
495,688
|
|
|
4.82
|
%
|
Current ABL Facility, maturing November 16, 2022
(1)
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
|
|
493,113
|
|
|
|
|
498,263
|
|
|
|
|
495,688
|
|
|
|
||||||
Less: Current maturities in Other current liabilities
|
|
5,150
|
|
|
|
|
5,150
|
|
|
|
|
5,150
|
|
|
|
||||||
Less: Unamortized debt issuance costs
|
|
3,613
|
|
|
|
|
4,967
|
|
|
|
|
4,290
|
|
|
|
||||||
Long-term debt, net
|
|
$
|
484,350
|
|
|
|
|
$
|
488,146
|
|
|
|
|
$
|
486,248
|
|
|
|
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
February 2, 2018
|
||||||
Current ABL Facility maximum borrowing
(1)
|
|
$
|
175,000
|
|
|
$
|
175,000
|
|
|
$
|
175,000
|
|
Outstanding Letters of Credit
(1)
|
|
14,862
|
|
|
10,362
|
|
|
22,328
|
|
|||
Borrowing availability under ABL
(1)
|
|
$
|
160,138
|
|
|
$
|
164,638
|
|
|
$
|
152,672
|
|
i.
|
Time vesting stock awards ("Deferred Awards") are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company's common stock on the grant date and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.
|
ii.
|
Stock option awards ("Option Awards") provide the recipient with the option to purchase a set number of shares at a stated exercise price over the term of the contract, which is ten years for all Option Awards currently outstanding. Options are granted with a strike price equal to the stock price on the date of grant.
|
iii.
|
Performance-based stock awards ("Performance Awards") are in the form of restricted stock units and have, in addition to a service requirement, performance criteria that must be achieved for the awards to be earned. Performance Awards granted prior to Fiscal
2018
had annual vesting, but due to the performance criteria, were not eligible for straight-line expensing. All Performance Awards granted prior to Fiscal
2018
were forfeited during the period. For Performance Awards granted in Fiscal
2018
, the Target Shares earned can range from 0% to 200% and depend on the achievement of Adjusted EBITDA and revenue performance measures for the cumulative three-fiscal year performance period from Fiscal 2018 to Fiscal 2020. The applicable percentage of the Target Shares, as determined by performance, vest after the completion of the applicable three year performance period, and unearned Target Shares are forfeited. The fair value of the Performance Awards granted in Fiscal 2018 is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the related service period reduced for estimated forfeitures of those awards not expected to vest due to employee turnover and adjusted based on the Company's estimate of the percentage of the aggregate Target Shares expected to be earned.
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Deferred Awards
|
|
$
|
1,231
|
|
|
$
|
1,015
|
|
|
$
|
1,940
|
|
|
$
|
1,436
|
|
Option Awards
|
|
187
|
|
|
185
|
|
|
374
|
|
|
276
|
|
||||
Performance Awards
|
|
312
|
|
|
21
|
|
|
382
|
|
|
88
|
|
||||
Total stock-based compensation expense
|
|
$
|
1,730
|
|
|
$
|
1,221
|
|
|
$
|
2,696
|
|
|
$
|
1,800
|
|
|
|
Deferred Awards
|
|
Option Awards
|
|
Performance Awards
|
|||||||||||||||
(in thousands, except per share amounts)
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value per Share
|
|
Number of Shares
(1)
|
|
Weighted Average Grant Date Fair Value per Share
|
|||||||||
Unvested as of February 2, 2018
|
|
497
|
|
|
$
|
22.07
|
|
|
343
|
|
|
$
|
8.73
|
|
|
15
|
|
|
$
|
21.94
|
|
Granted
|
|
289
|
|
|
22.00
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
21.90
|
|
|||
Vested
|
|
(137
|
)
|
|
21.85
|
|
|
(86
|
)
|
|
8.73
|
|
|
—
|
|
|
—
|
|
|||
Forfeited or expired
|
|
(16
|
)
|
|
22.13
|
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
21.93
|
|
|||
Unvested as of August 3, 2018
|
|
633
|
|
|
21.86
|
|
|
257
|
|
|
8.73
|
|
|
192
|
|
|
21.90
|
|
|
|
August 3, 2018
|
|
July 28, 2017
|
|
February 2, 2018
|
||||||||||||||||||
(in thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount |
|
Fair
Value |
|
Carrying
Amount |
|
Fair
Value |
||||||||||||
Long-term debt, including short-term portion
|
|
$
|
493,113
|
|
|
$
|
476,470
|
|
|
$
|
498,263
|
|
|
$
|
418,541
|
|
|
$
|
495,688
|
|
|
$
|
443,641
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands, except for number of stores)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Rent, CAM and occupancy costs
|
|
$
|
4,027
|
|
|
$
|
5,597
|
|
|
$
|
8,521
|
|
|
$
|
11,506
|
|
Retail services, store labor
|
|
3,723
|
|
|
5,594
|
|
|
7,853
|
|
|
11,142
|
|
||||
Financial services and payment processing
|
|
452
|
|
|
676
|
|
|
841
|
|
|
1,148
|
|
||||
Supply chain costs
|
|
106
|
|
|
200
|
|
|
236
|
|
|
391
|
|
||||
Total expenses
|
|
$
|
8,308
|
|
|
$
|
12,067
|
|
|
$
|
17,451
|
|
|
$
|
24,187
|
|
Number of Lands’ End Shops at Sears at period end
|
|
147
|
|
|
204
|
|
|
147
|
|
|
204
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Sourcing
|
|
$
|
1,497
|
|
|
$
|
2,682
|
|
|
$
|
3,314
|
|
|
$
|
5,080
|
|
Shop Your Way
|
|
215
|
|
|
321
|
|
|
382
|
|
|
697
|
|
||||
Shared services
|
|
48
|
|
|
48
|
|
|
95
|
|
|
95
|
|
||||
Total expenses
|
|
$
|
1,760
|
|
|
$
|
3,051
|
|
|
$
|
3,791
|
|
|
$
|
5,872
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Call center services
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,160
|
|
Lands' End business outfitters revenue
|
|
293
|
|
|
271
|
|
|
618
|
|
|
542
|
|
||||
Credit card revenue
|
|
169
|
|
|
221
|
|
|
322
|
|
|
433
|
|
||||
Royalty income
|
|
86
|
|
|
86
|
|
|
113
|
|
|
114
|
|
||||
Gift card (expense)
|
|
(4
|
)
|
|
(7
|
)
|
|
(8
|
)
|
|
(13
|
)
|
||||
Total income
|
|
$
|
544
|
|
|
$
|
571
|
|
|
$
|
1,045
|
|
|
$
|
2,236
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Apparel
|
|
$
|
256,457
|
|
|
$
|
250,318
|
|
|
$
|
515,740
|
|
|
$
|
481,255
|
|
Non-apparel
|
|
30,584
|
|
|
29,665
|
|
|
56,476
|
|
|
53,736
|
|
||||
Service and other
|
|
20,904
|
|
|
22,207
|
|
|
35,554
|
|
|
35,564
|
|
||||
Total net revenue
|
|
$
|
307,945
|
|
|
$
|
302,190
|
|
|
$
|
607,770
|
|
|
$
|
570,555
|
|
•
|
The Direct segment sells products through the Company’s e-commerce websites and direct mail catalogs. Operating costs consist primarily of direct marketing costs (catalog and e-commerce marketing costs); order processing and shipping costs; direct labor and benefits costs and facility costs. Assets primarily include goodwill and trade name intangible assets, inventory, accounts receivable, prepaid expenses (deferred catalog costs), technology infrastructure, and property and equipment.
|
•
|
The Retail segment sells products and services through dedicated Lands’ End Shops at Sears across the United States and through Company Operated stores. Operating costs consist primarily of labor and benefits costs; rent, CAM and occupancy costs; distribution costs; and in-store marketing costs. Assets primarily include retail inventory, fixtures and leasehold improvements.
|
•
|
Corporate overhead and other expenses include unallocated shared-service costs, which primarily consist of employee services and financial services, legal and corporate expenses. These expenses include labor and benefits costs, corporate headquarters occupancy costs and other administrative expenses. Assets include corporate headquarters and facilities, corporate cash and cash equivalents and deferred income taxes.
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
Direct
|
|
$
|
276,602
|
|
|
$
|
259,938
|
|
|
$
|
549,975
|
|
|
$
|
488,228
|
|
Retail
|
|
31,343
|
|
|
42,252
|
|
|
57,795
|
|
|
82,327
|
|
||||
Total net revenue
|
|
$
|
307,945
|
|
|
$
|
302,190
|
|
|
$
|
607,770
|
|
|
$
|
570,555
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
||||||||
Direct
|
|
$
|
15,761
|
|
|
$
|
13,080
|
|
|
$
|
38,095
|
|
|
$
|
24,918
|
|
Retail
|
|
398
|
|
|
1,859
|
|
|
(4,168
|
)
|
|
(1,288
|
)
|
||||
Corporate / other
|
|
(8,434
|
)
|
|
(8,110
|
)
|
|
(17,177
|
)
|
|
(15,505
|
)
|
||||
Total adjusted EBITDA
|
|
$
|
7,725
|
|
|
$
|
6,829
|
|
|
$
|
16,750
|
|
|
$
|
8,125
|
|
(Gain) loss on property and equipment
|
|
(52
|
)
|
|
—
|
|
|
284
|
|
|
62
|
|
||||
Transfer of corporate functions
|
|
5
|
|
|
480
|
|
|
6
|
|
|
1,926
|
|
||||
Depreciation and amortization
|
|
6,897
|
|
|
6,175
|
|
|
13,058
|
|
|
12,683
|
|
||||
Operating income (loss)
|
|
$
|
875
|
|
|
$
|
174
|
|
|
$
|
3,402
|
|
|
$
|
(6,546
|
)
|
Interest expense
|
|
7,001
|
|
|
6,167
|
|
|
13,913
|
|
|
12,292
|
|
||||
Other (income) expense, net
|
|
(412
|
)
|
|
(494
|
)
|
|
3,452
|
|
|
(1,236
|
)
|
||||
Income tax benefit
|
|
(429
|
)
|
|
(1,619
|
)
|
|
(6,048
|
)
|
|
(5,883
|
)
|
||||
NET LOSS
|
|
$
|
(5,285
|
)
|
|
$
|
(3,880
|
)
|
|
$
|
(7,915
|
)
|
|
$
|
(11,719
|
)
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
|
||||||||
Direct
|
|
$
|
6,234
|
|
|
$
|
5,489
|
|
|
$
|
11,805
|
|
|
$
|
11,267
|
|
Retail
|
|
293
|
|
|
353
|
|
|
575
|
|
|
707
|
|
||||
Corporate / other
|
|
370
|
|
|
333
|
|
|
678
|
|
|
709
|
|
||||
Total depreciation and amortization
|
|
$
|
6,897
|
|
|
$
|
6,175
|
|
|
$
|
13,058
|
|
|
$
|
12,683
|
|
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
February 2, 2018
|
||||||
Total Assets:
|
|
|
|
|
|
|
||||||
Direct
|
|
$
|
856,293
|
|
|
$
|
846,313
|
|
|
$
|
856,986
|
|
Retail
|
|
53,379
|
|
|
73,953
|
|
|
49,933
|
|
|||
Corporate / other
|
|
220,771
|
|
|
202,139
|
|
|
217,216
|
|
|||
Total assets
|
|
$
|
1,130,443
|
|
|
$
|
1,122,405
|
|
|
$
|
1,124,135
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Capital expenditures:
|
|
|
|
|
|
|
|
|
||||||||
Direct
|
|
$
|
9,874
|
|
|
$
|
8,832
|
|
|
$
|
20,462
|
|
|
$
|
20,213
|
|
Retail
|
|
1,581
|
|
|
9
|
|
|
1,741
|
|
|
10
|
|
||||
Total capital expenditures
|
|
$
|
11,455
|
|
|
$
|
8,841
|
|
|
$
|
22,203
|
|
|
$
|
20,223
|
|
|
|
13 Weeks Ended
|
|
26 Weeks Ended
|
||||||||||||
(in thousands)
|
|
August 3, 2018
|
|
July 28, 2017
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
||||||||
United States
|
|
$
|
271,011
|
|
|
$
|
264,830
|
|
|
$
|
527,178
|
|
|
$
|
497,155
|
|
Europe
|
|
25,938
|
|
|
26,808
|
|
|
57,105
|
|
|
52,205
|
|
||||
Asia
|
|
10,996
|
|
|
10,552
|
|
|
23,487
|
|
|
21,195
|
|
||||
Total Net revenue
|
|
$
|
307,945
|
|
|
$
|
302,190
|
|
|
$
|
607,770
|
|
|
$
|
570,555
|
|
|
|
August 3, 2018
|
||||||
(in thousands)
|
|
13 Weeks Ended
|
26 Weeks Ended
|
|||||
Deferred Revenue Beginning of Period
|
|
$
|
15,890
|
|
|
$
|
12,838
|
|
Deferred Revenue Recognized in Period
|
|
(15,890
|
)
|
|
(12,838
|
)
|
||
Revenue Deferred in Period
|
|
8,460
|
|
|
8,460
|
|
||
Deferred Revenue End of Period
|
|
$
|
8,460
|
|
|
$
|
8,460
|
|
|
|
August 3, 2018
|
||||||
(in thousands)
|
|
13 Weeks Ended
|
26 Weeks Ended
|
|||||
Balance as of Beginning of Period
|
|
$
|
19,290
|
|
|
$
|
19,272
|
|
Gift cards sold
|
|
9,281
|
|
|
25,353
|
|
||
Gift cards redeemed
|
|
(11,683
|
)
|
|
(26,347
|
)
|
||
Gift card breakage
|
|
(262
|
)
|
|
(1,652
|
)
|
||
Balance as of August 3, 2018
|
|
$
|
16,626
|
|
|
$
|
16,626
|
|
•
|
Executive overview.
This section provides a brief description of our business, accounting basis of presentation and a brief summary of our results of operations.
|
•
|
Discussion and analysis.
This section highlights items affecting the comparability of our financial results and provides an analysis of our segment results of operations for
Second Quarter 2018
,
Second Quarter 2017
,
Year-to-Date 2018
and
Year-to-Date 2017
.
|
•
|
Liquidity and capital resources.
This section provides an overview of our historical and anticipated cash and financing activities. We also review our historical sources and uses of cash in our operating, investing and financing activities.
|
•
|
Contractual Obligations and Off-Balance-Sheet Arrangements.
This section provides details of the Company's off-balance-sheet arrangements and contractual obligations for the next five years and thereafter.
|
•
|
Financial Instruments with Off-Balance-Sheet Risk.
This section discusses financial instruments of the Company that could have off-balance-sheet risk.
|
•
|
Application of critical accounting policies and estimates.
This section summarizes the accounting policies that we consider important to our financial condition and results of operations and which require significant judgment or estimates to be made in their application.
|
•
|
Recent accounting pronouncements.
This section summarizes recently issued accounting pronouncements and the impact or expected impact on the Company's financial statements.
|
|
|
13 Weeks Ended
|
||||||||||||
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||||
(in thousands)
|
|
$'s
|
|
% of
Net revenue |
|
$’s
|
|
% of
Net revenue |
||||||
Net revenue
|
|
$
|
307,945
|
|
|
100.0
|
%
|
|
$
|
302,190
|
|
|
100.0
|
%
|
Cost of sales (excluding depreciation and amortization)
|
|
171,179
|
|
|
55.6
|
%
|
|
168,025
|
|
|
55.6
|
%
|
||
Gross profit
|
|
136,766
|
|
|
44.4
|
%
|
|
134,165
|
|
|
44.4
|
%
|
||
Selling and administrative
|
|
129,041
|
|
|
41.9
|
%
|
|
127,336
|
|
|
42.1
|
%
|
||
Depreciation and amortization
|
|
6,897
|
|
|
2.2
|
%
|
|
6,175
|
|
|
2.0
|
%
|
||
Other operating (income) expense, net
|
|
(47
|
)
|
|
—
|
%
|
|
480
|
|
|
0.2
|
%
|
||
Operating income (loss)
|
|
875
|
|
|
0.3
|
%
|
|
174
|
|
|
0.1
|
%
|
||
Interest expense
|
|
7,001
|
|
|
2.3
|
%
|
|
6,167
|
|
|
2.0
|
%
|
||
Other (income) expense, net
|
|
(412
|
)
|
|
(0.1
|
)%
|
|
(494
|
)
|
|
(0.2
|
)%
|
||
Loss before income taxes
|
|
(5,714
|
)
|
|
(1.9
|
)%
|
|
(5,499
|
)
|
|
(1.8
|
)%
|
||
Income tax benefit
|
|
(429
|
)
|
|
(0.1
|
)%
|
|
(1,619
|
)
|
|
(0.5
|
)%
|
||
NET LOSS
|
|
$
|
(5,285
|
)
|
|
(1.7
|
)%
|
|
$
|
(3,880
|
)
|
|
(1.3
|
)%
|
|
|
26 Weeks Ended
|
||||||||||||
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||||
(in thousands)
|
|
$’s
|
|
% of
Net revenue |
|
$’s
|
|
% of Net revenue
|
||||||
Net revenue
|
|
$
|
607,770
|
|
|
100.0
|
%
|
|
$
|
570,555
|
|
|
100.0
|
%
|
Cost of sales (excluding depreciation and amortization)
|
|
337,979
|
|
|
55.6
|
%
|
|
313,748
|
|
|
55.0
|
%
|
||
Gross profit
|
|
269,791
|
|
|
44.4
|
%
|
|
256,807
|
|
|
45.0
|
%
|
||
Selling and administrative
|
|
253,041
|
|
|
41.6
|
%
|
|
248,682
|
|
|
43.6
|
%
|
||
Depreciation and amortization
|
|
13,058
|
|
|
2.1
|
%
|
|
12,683
|
|
|
2.2
|
%
|
||
Other operating (income) expense, net
|
|
290
|
|
|
—
|
%
|
|
1,988
|
|
|
0.3
|
%
|
||
Operating income (loss)
|
|
3,402
|
|
|
0.6
|
%
|
|
(6,546
|
)
|
|
(1.1
|
)%
|
||
Interest expense
|
|
13,913
|
|
|
2.3
|
%
|
|
12,292
|
|
|
2.2
|
%
|
||
Other (income) expense, net
|
|
3,452
|
|
|
0.6
|
%
|
|
(1,236
|
)
|
|
(0.2
|
)%
|
||
Loss before income taxes
|
|
(13,963
|
)
|
|
(2.3
|
)%
|
|
(17,602
|
)
|
|
(3.1
|
)%
|
||
Income tax benefit
|
|
(6,048
|
)
|
|
(1.0
|
)%
|
|
(5,883
|
)
|
|
(1.0
|
)%
|
||
NET LOSS
|
|
$
|
(7,915
|
)
|
|
(1.3
|
)%
|
|
$
|
(11,719
|
)
|
|
(2.1
|
)%
|
•
|
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 to result from investing decisions rather than ongoing operations.
|
|
|
13 Weeks Ended
|
||||||||||||
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||||
(in thousands)
|
|
$’s
|
|
% of
Net revenue |
|
$’s
|
|
% of
Net revenue |
||||||
Net loss
|
|
$
|
(5,285
|
)
|
|
(1.7
|
)%
|
|
$
|
(3,880
|
)
|
|
(1.3
|
)%
|
Income tax benefit
|
|
(429
|
)
|
|
(0.1
|
)%
|
|
(1,619
|
)
|
|
(0.5
|
)%
|
||
Other (income) expense, net
|
|
(412
|
)
|
|
(0.1
|
)%
|
|
(494
|
)
|
|
(0.2
|
)%
|
||
Interest expense
|
|
7,001
|
|
|
2.3
|
%
|
|
6,167
|
|
|
2.0
|
%
|
||
Operating income (loss)
|
|
875
|
|
|
0.3
|
%
|
|
174
|
|
|
0.1
|
%
|
||
Depreciation and amortization
|
|
6,897
|
|
|
2.2
|
%
|
|
6,175
|
|
|
2.0
|
%
|
||
Transfer of corporate functions
|
|
5
|
|
|
—
|
%
|
|
480
|
|
|
0.2
|
%
|
||
(Gain) on property and equipment
|
|
(52
|
)
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
Adjusted EBITDA
|
|
$
|
7,725
|
|
|
2.5
|
%
|
|
$
|
6,829
|
|
|
2.3
|
%
|
|
|
26 Weeks Ended
|
||||||||||||
|
|
August 3, 2018
|
|
July 28, 2017
|
||||||||||
(in thousands)
|
|
$’s
|
|
% of
Net revenue |
|
$’s
|
|
% of
Net revenue |
||||||
Net loss
|
|
$
|
(7,915
|
)
|
|
(1.3
|
)%
|
|
$
|
(11,719
|
)
|
|
(2.1
|
)%
|
Income tax benefit
|
|
(6,048
|
)
|
|
(1.0
|
)%
|
|
(5,883
|
)
|
|
(1.0
|
)%
|
||
Other (income) expense, net
|
|
3,452
|
|
|
0.6
|
%
|
|
(1,236
|
)
|
|
(0.2
|
)%
|
||
Interest expense
|
|
13,913
|
|
|
2.3
|
%
|
|
12,292
|
|
|
2.2
|
%
|
||
Operating income (loss)
|
|
3,402
|
|
|
0.6
|
%
|
|
(6,546
|
)
|
|
(1.1
|
)%
|
||
Depreciation and amortization
|
|
13,058
|
|
|
2.1
|
%
|
|
12,683
|
|
|
2.2
|
%
|
||
Transfer of corporate functions
|
|
6
|
|
|
—
|
%
|
|
1,926
|
|
|
0.3
|
%
|
||
Loss on property and equipment
|
|
284
|
|
|
—
|
%
|
|
62
|
|
|
—
|
%
|
||
Adjusted EBITDA
|
|
$
|
16,750
|
|
|
2.8
|
%
|
|
$
|
8,125
|
|
|
1.4
|
%
|
•
|
Improved inventory management reducing both overall and aged inventory,
|
•
|
Lower Accounts payable payments in Fiscal 2018 due to timing of inventory receipts and payments,
|
•
|
Higher receipts from Accounts receivable, net in Fiscal 2018 due to high customer receivables outstanding at the beginning of the year related to the Delta Airlines launch.
|
By:
|
/s/ James F. Gooch
|
|
James F. Gooch
|
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer)
|
1.
|
RRC/CRC Charges
. The Parties acknowledge that the Retail Ops Agreement provides certain charges to be imposed on Lands’ End for (i) Inbound Vendor Cross Docking and (ii) Disposition of Unsalable, Defective and Obsolete Goods as set forth on pages A-13, A-14, and A-15 of
Appendix #2
thereto which the parties desire to revise effective February 1, 2018. Accordingly, the Parties hereby agree that pages A-13, A-14, and A-15 are hereby amended as set forth in the column entitled “Changes” on the attached
Exhibit A
.
|
2.
|
No Other Amendments
. Except as expressly amended herein, the Retail Ops Agreement shall continue in full force and effect in accordance with the terms as if fully set forth herein.
|
Sincerely,
|
|
|
|
|
|
|
|
|
|
LANDS’ END, INC.
|
|
|
|
|
|
|
|
|
|
/s/ Claudia Mazo
|
|
|
|
|
Claudia Mazo
|
|
|
|
|
SVP Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGREED AND ACKNOWLEDGED
|
|
|
||
|
|
|
|
|
SEARS, ROEBUCK AND CO.
|
|
|
||
|
|
|
|
|
By:
|
/s/ Robert Phelan
|
|
|
|
Its:
|
SVP, Finance
|
|
|
|
Date:
|
July 23, 2018
|
|
|
|
Sincerely,
|
|
|
||
|
|
|
|
|
LANDS’ END, INC.
|
|
|
|
|
|
|
|
|
|
/s/ Claudia Mazo
|
|
|
|
|
Claudia Mazo
|
|
|
|
|
SVP Retail
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AGREED AND ACKNOWLEDGED
|
|
|||
|
|
|
|
|
SEARS, ROEBUCK AND CO.
|
|
|||
|
|
|
|
|
By:
|
/s/ Paul Paluch
|
|
|
|
Its:
|
PP
|
|
|
|
Date:
|
8-23-2018
|
|
|
Services
|
Fees/Methodology for Determining Fees
|
Changes
|
|
*Assistant Store Manager - Apparel Manage the LE Shop business in the store and lead/train associates in the department in stores with no dedicated LE salaried manager
|
Billed using the following formula:
|
The Assistant Store Manager - Apparel section of Appendix #2, Page A - 9 in the original Retail Operations Agreement shall be rendered null and void, effective February 1, 2018, SRC will not charge LE any amount of the Apparel Assistant Store Manager cost going forward
|
|
|
(Actual cost of Apparel Assistant Store Manager *(store level LE Sales/store level Apparel ASM Sales) = fee
|
||
|
Apparel ASM Sales are the sales of the divisions that the Apparel ASM manages
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
September 6, 2018
|
|
/s/ Jerome S. Griffith
|
Jerome S. Griffith
|
|
Chief Executive Officer and President
(Principal Executive Officer) |
|
Lands’ End, Inc.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
September 6, 2018
|
|
/s/ James F. Gooch
|
James F. Gooch
|
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer) |
|
Lands’ End, Inc.
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
September 6, 2018
|
|
/s/ Jerome S. Griffith
|
Jerome S. Griffith
|
Chief Executive Officer and President
(Principal Executive Officer) |
|
September 6, 2018
|
|
/s/ James F. Gooch
|
James F. Gooch
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer) |