x
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Annual report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
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36-2512786
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(State or Other Jurisdiction of
Incorporation of Organization)
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(I.R.S. Employer
Identification No.)
|
|
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1 Lands’ End Lane
Dodgeville, Wisconsin
|
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53595
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class:
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Name of each exchange on which registered:
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Common stock, par value $0.01 per share
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The NASDAQ Stock Market
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None
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(Title of Class)
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Large accelerated filer
|
¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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Smaller reporting company
|
¨
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Emerging growth company
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¨
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Page
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PART I
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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PART II
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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PART III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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PART IV
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Item 15.
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||
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Item 16.
|
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||
|
|
|
|
|
|
|
|
(in thousands)
|
Fiscal 2018
|
% of Revenue
|
|
Fiscal 2017
|
% of Revenue
|
|
Fiscal 2016
|
% of Revenue
|
|||||||||
eCommerce
|
$
|
1,039,929
|
|
71.7
|
%
|
|
$
|
975,446
|
|
69.3
|
%
|
|
$
|
900,182
|
|
67.4
|
%
|
Outfitters
|
289,251
|
|
19.9
|
%
|
|
258,669
|
|
18.4
|
%
|
|
248,967
|
|
18.6
|
%
|
|||
Retail
|
122,412
|
|
8.4
|
%
|
|
172,562
|
|
12.3
|
%
|
|
186,611
|
|
14.0
|
%
|
|||
Total Revenue
|
$
|
1,451,592
|
|
|
|
$
|
1,406,677
|
|
|
|
$
|
1,335,760
|
|
|
(in thousands)
|
Fiscal 2018
|
% of Revenue
|
|
Fiscal 2017
|
% of Revenue
|
|
Fiscal 2016
|
% of Revenue
|
|||||||||
United States
|
$
|
1,245,157
|
|
85.8
|
%
|
|
$
|
1,204,199
|
|
85.6
|
%
|
|
$
|
1,143,529
|
|
85.6
|
%
|
Europe
|
138,761
|
|
9.6
|
%
|
|
134,543
|
|
9.6
|
%
|
|
125,410
|
|
9.4
|
%
|
|||
Asia
|
50,203
|
|
3.5
|
%
|
|
48,704
|
|
3.5
|
%
|
|
50,030
|
|
3.7
|
%
|
|||
Other
|
17,471
|
|
1.1
|
%
|
|
19,231
|
|
1.3
|
%
|
|
16,791
|
|
1.3
|
%
|
|||
Total Revenue
|
$
|
1,451,592
|
|
|
|
$
|
1,406,677
|
|
|
|
$
|
1,335,760
|
|
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
United States
|
$
|
140,663
|
|
|
$
|
126,015
|
|
|
$
|
113,045
|
|
Europe
|
8,773
|
|
|
9,862
|
|
|
9,075
|
|
|||
Asia
|
458
|
|
|
625
|
|
|
716
|
|
|||
Total Property and equipment, net
|
$
|
149,894
|
|
|
$
|
136,502
|
|
|
$
|
122,836
|
|
•
|
Lands’ End was included in the Newsweek list of America’s Best Customer Service 2019, ranking No.1 for best customer service in the Online Retailers: Clothing in the Apparel category (November 2018)
|
•
|
Lands' End Earns StellaService's Elite Award for Phone and Email, which is awarded to retailers who provide the very best in customer care, Source: StellaService (March 2017)
|
•
|
Land's End Named Customer Experience Leader, Source: Mulitchannel Merchant (March 2017)
|
•
|
Lands' End Named Customer Service Champion, Source: Prosper Insights & Analytics. Featured on Forbes.com (August 2017)
|
Name
|
|
Position
|
|
Age
|
Jerome S. Griffith
|
|
Chief Executive Officer and President
|
|
61
|
James F. Gooch
|
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
|
|
51
|
Peter L. Gray
|
|
Executive Vice President, Chief Administrative Officer, General Counsel and Corporate Secretary
|
|
51
|
Kelly Ritchie
|
|
Senior Vice President, Employee and Customer Services
|
|
55
|
Chieh Tsai
|
|
Chief Product Officer
|
|
53
|
•
|
the burdens of complying with a variety of foreign laws and regulations, including trade and labor restrictions;
|
•
|
economic and political instability in the countries and regions where our customers or vendors are located;
|
•
|
adverse fluctuations in currency exchange rates;
|
•
|
compliance with United States and other country laws relating to foreign operations, including the Foreign Corrupt Practices Act, which prohibits United States companies from making improper payments to foreign officials for the purpose of obtaining or retaining business, and the U.K. Bribery Act, which prohibits U.K. and related companies from any form of bribery;
|
•
|
changes in United States and non-United States laws (or changes in the enforcement of those laws) affecting the importation and taxation of goods, including duties, tariffs and quotas, enhanced security measures at United States ports, or imposition of new legislation relating to import quotas;
|
•
|
increases in shipping, labor, fuel, travel and other transportation costs;
|
•
|
the imposition of anti-dumping or countervailing duty proceedings resulting in the potential assessment of special anti-dumping or countervailing duties;
|
•
|
transportation delays and interruptions, including due to the failure of vendors or distributors to comply with import regulations; and
|
•
|
political instability and acts of terrorism.
|
•
|
changes in or interpretations of laws and regulations, including changes in accounting standards, taxation requirements, product marketing application standards and environmental laws;
|
•
|
differences between the fair value measurement of assets and liabilities and their actual value, particularly for intangibles and goodwill; and for contingent liabilities such as litigation, the absence of a recorded amount, or an amount recorded at the minimum, compared to the actual amount;
|
•
|
changes in the rate of inflation, interest rates and the performance of investments held by us;
|
•
|
changes in the creditworthiness of counterparties that transact business with or provide services to us; and
|
•
|
changes in business, economic and political conditions, including war, political instability, terrorist attacks, the threat of future terrorist activity and related military action; natural disasters; the cost and availability of insurance due to any of the foregoing events; labor disputes, strikes, slow-downs or other forms of labor or union activity; and pressure from third-party interest groups.
|
•
|
we could be required to use a substantial portion of our cash flow from operations to pay principal (including amortization) and interest on our debt, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, strategic acquisitions and other general corporate requirements or causing us to make non-strategic divestitures;
|
•
|
our interest expense could increase if prevailing interest rates increase, because a substantial portion of our debt bears interest at variable rates;
|
•
|
our substantial leverage could increase our vulnerability to economic downturns and adverse competitive and industry conditions and could place us at a competitive disadvantage compared to those of our competitors that are less leveraged;
|
•
|
our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business, our industry and changing market conditions and could limit our ability to pursue other business opportunities, borrow more money for operations or capital in the future and implement our business strategies;
|
•
|
our level of debt may restrict us from raising additional financing on satisfactory terms to fund working capital, capital expenditures, strategic acquisitions and other general corporate requirements;
|
•
|
the agreements governing our debt contain covenants that limit our ability to pay dividends or make other restricted payments and investments;
|
•
|
the agreements governing our debt contain operating covenants that limit our ability to engage in activities that may be in our best interests in the long term, including, without limitation, by restricting our subsidiaries' ability to incur debt, create liens, enter into transactions with affiliates or prepay certain kinds of indebtedness; and
|
•
|
the failure to comply with these covenants could result in an event of default which, if not cured or waived, could result in the acceleration of the applicable debt, may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies, and in the event our creditors accelerate the repayment of our borrowings, we and our subsidiaries may not have sufficient assets to repay that debt.
|
•
|
actual or anticipated fluctuations in our operating results;
|
•
|
changes in earnings estimated by securities analysts or our ability to meet those estimates;
|
•
|
the operating and stock price performance of comparable companies;
|
•
|
changes to the regulatory and legal environment under which we operate; and
|
•
|
domestic and worldwide economic conditions.
|
|
3/20/2014
|
1/30/2015
|
1/29/2016
|
1/27/2017
|
2/2/2018
|
2/1/2019
|
||||||||||||
Lands' End, Inc.
|
$
|
100
|
|
$
|
104
|
|
$
|
65
|
|
$
|
46
|
|
$
|
49
|
|
$
|
53
|
|
NASDAQ Composite Index
|
$
|
100
|
|
$
|
107
|
|
$
|
107
|
|
$
|
131
|
|
$
|
168
|
|
$
|
168
|
|
NASDAQ Retail Index
|
$
|
100
|
|
$
|
107
|
|
$
|
108
|
|
$
|
115
|
|
$
|
148
|
|
$
|
147
|
|
|
Fiscal Year
|
||||||||||||||||||
(in thousands, except per share data and number of stores)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
||||||||||
Consolidated Statement of Operations Data
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue
|
$
|
1,451,592
|
|
|
$
|
1,406,677
|
|
|
$
|
1,335,760
|
|
|
$
|
1,419,778
|
|
|
$
|
1,555,353
|
|
Net income (loss)
(3)(4)(5)
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
|
$
|
(19,548
|
)
|
|
$
|
73,799
|
|
Basic and diluted earnings (loss) per common share
(3)(4)(5)(6)
|
$
|
0.36
|
|
|
$
|
0.88
|
|
|
$
|
(3.43
|
)
|
|
$
|
(0.61
|
)
|
|
$
|
2.31
|
|
Basic average shares outstanding
|
32,190
|
|
|
32,076
|
|
|
32,021
|
|
|
31,979
|
|
|
31,957
|
|
|||||
Diluted average shares outstanding
|
32,526
|
|
|
32,110
|
|
|
32,021
|
|
|
31,979
|
|
|
32,016
|
|
|||||
Consolidated Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,110,911
|
|
|
$
|
1,124,135
|
|
|
$
|
1,114,391
|
|
|
$
|
1,288,526
|
|
|
$
|
1,349,999
|
|
Long-term debt, net
|
482,453
|
|
|
486,248
|
|
|
490,043
|
|
|
500,838
|
|
|
505,988
|
|
|||||
Other Financial and Operating Data
|
|
|
|
|
|
|
|
|
|
||||||||||
Adjusted EBITDA
(7)
|
$
|
70,466
|
|
|
$
|
58,264
|
|
|
$
|
39,832
|
|
|
$
|
107,288
|
|
|
$
|
164,298
|
|
Number of stores at year end
|
74
|
|
|
189
|
|
|
230
|
|
|
246
|
|
|
255
|
|
(1)
|
Fiscal 2014 shows results of the Company with combined financial information that may not be indicative of future performance and does not necessarily reflect what the financial position and results of operations would have been had the Company operated as a publicly traded company independent from Sears Holdings during this period.
|
(2)
|
The Company's fiscal year end is on the Friday preceding the Saturday closest to January 31 each year. Fiscal 2017 consisted of 53 weeks. All other fiscal years consisted of 52 weeks.
|
(3)
|
Fiscal 2016 Net loss includes an impairment charge of $173.0 million, $107.8 million net of tax, related to the non-cash write-down of the Company's trade name intangible asset, Lands' End.
|
(4)
|
Fiscal 2015 Net loss includes an impairment charge of $98.3 million, $62.0 million net of tax, related to the non-cash write-down of the Company's trade name intangible asset, Lands' End.
|
(5)
|
Fiscal 2018 and Fiscal 2017 Net income includes an Income tax benefit of $3.7 million and $30.6 million respectively, as a result of the Tax Act reform. See Note
9
,
Income Taxes
, for additional details.
|
(6)
|
On April 4, 2014, Sears Holdings distributed 31,956,521 shares of Lands' End common stock. Refer to Note
2
,
Summary of Significant Accounting Policies
, to the Consolidated Financial Statements for information regarding earnings per share.
|
(7)
|
Adjusted EBITDA
—In addition to our Net income (loss) determined in accordance with accounting principles generally accepted in the United States of America ("GAAP"), for purposes of evaluating operating performance, we use Adjusted EBITDA, which is adjusted to exclude certain significant items as set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our business for comparable periods. This metric is also incorporated into executive compensation plans. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items. Adjusted EBITDA should not be considered as a substitute for GAAP measurements.
|
•
|
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.
|
◦
|
Intangible asset impairment—charge associated with the non-cash write-down of our trade name intangible asset, Lands' End, in Fiscal 2016 and Fiscal 2015.
|
◦
|
Product recall—costs associated with a recall in Fiscal 2014 and the subsequent reversal of some costs in Fiscal 2016 and Fiscal 2015 as customer return rates were lower than Company estimates.
|
◦
|
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 the sale of property and equipment—management considers the gains or losses on sale of assets to result from investing decisions rather than ongoing operations.
|
|
Fiscal Year
|
||||||||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
(1)
|
||||||||||
Net income (loss)
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
|
$
|
(19,548
|
)
|
|
$
|
73,799
|
|
Income tax (benefit) expense
|
(1,959
|
)
|
|
(27,747
|
)
|
|
(69,098
|
)
|
|
(9,691
|
)
|
|
46,758
|
|
|||||
Other expense (income), net
|
4,059
|
|
|
2,708
|
|
|
1,619
|
|
|
(671
|
)
|
|
(1,408
|
)
|
|||||
Interest expense
|
28,909
|
|
|
25,929
|
|
|
24,630
|
|
|
24,826
|
|
|
20,494
|
|
|||||
Intangible asset impairment
|
—
|
|
|
—
|
|
|
173,000
|
|
|
98,300
|
|
|
—
|
|
|||||
Depreciation and amortization
|
27,558
|
|
|
24,910
|
|
|
19,003
|
|
|
17,399
|
|
|
19,703
|
|
|||||
Product recall
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
(3,371
|
)
|
|
4,713
|
|
|||||
Transfer of corporate functions
|
31
|
|
|
3,921
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loss on sale of property and equipment
|
278
|
|
|
348
|
|
|
672
|
|
|
44
|
|
|
239
|
|
|||||
Adjusted EBITDA
|
$
|
70,466
|
|
|
$
|
58,264
|
|
|
$
|
39,832
|
|
|
$
|
107,288
|
|
|
$
|
164,298
|
|
•
|
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 results of operations for
Fiscal 2018
,
Fiscal 2017
and
Fiscal 2016
.
|
•
|
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.
|
•
|
Quantitative and qualitative disclosures about market risk
. This section discusses how we monitor and manage market risk related to changing currency rates. We also provide an analysis of how adverse changes in market conditions could impact our results based on certain assumptions we have provided.
|
•
|
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.
|
Fiscal Year
|
|
Ended
|
|
Weeks
|
2018
|
|
February 1, 2019
|
|
52
|
2017
|
|
February 2, 2018
|
|
53
|
2016
|
|
January 27, 2017
|
|
52
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|||||||||||||||
(in thousands)
|
$'s
|
|
% of Net
Revenue |
|
$'s
|
|
% of Net
Revenue |
|
$'s
|
|
% of Net
Revenue |
|||||||||
Net revenue
|
$
|
1,451,592
|
|
|
100.0
|
%
|
|
$
|
1,406,677
|
|
|
100.0
|
%
|
|
$
|
1,335,760
|
|
|
100.0
|
%
|
Cost of sales (excluding depreciation and amortization)
|
835,536
|
|
|
57.6
|
%
|
|
809,474
|
|
|
57.5
|
%
|
|
759,352
|
|
|
56.8
|
%
|
|||
Gross profit
|
616,056
|
|
|
42.4
|
%
|
|
597,203
|
|
|
42.5
|
%
|
|
576,408
|
|
|
43.2
|
%
|
|||
Selling and administrative
|
545,590
|
|
|
37.6
|
%
|
|
538,939
|
|
|
38.3
|
%
|
|
536,576
|
|
|
40.2
|
%
|
|||
Depreciation and amortization
|
27,558
|
|
|
1.9
|
%
|
|
24,910
|
|
|
1.8
|
%
|
|
19,003
|
|
|
1.4
|
%
|
|||
Intangible asset impairment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
173,000
|
|
|
13.0
|
%
|
|||
Other operating expense, net
|
309
|
|
|
—
|
%
|
|
4,269
|
|
|
0.3
|
%
|
|
460
|
|
|
—
|
%
|
|||
Operating income (loss)
|
42,599
|
|
|
2.9
|
%
|
|
29,085
|
|
|
2.1
|
%
|
|
(152,631
|
)
|
|
(11.4
|
)%
|
|||
Interest expense
|
28,909
|
|
|
2.0
|
%
|
|
25,929
|
|
|
1.8
|
%
|
|
24,630
|
|
|
1.8
|
%
|
|||
Other expense, net
|
4,059
|
|
|
0.3
|
%
|
|
2,708
|
|
|
0.2
|
%
|
|
1,619
|
|
|
0.1
|
%
|
|||
Income (loss) before income taxes
|
9,631
|
|
|
0.7
|
%
|
|
448
|
|
|
0.0
|
%
|
|
(178,880
|
)
|
|
(13.4
|
)%
|
|||
Income tax benefit
|
(1,959
|
)
|
|
(0.1
|
)%
|
|
(27,747
|
)
|
|
(2.0
|
)%
|
|
(69,098
|
)
|
|
(5.2
|
)%
|
|||
Net income (loss)
|
$
|
11,590
|
|
|
0.8
|
%
|
|
$
|
28,195
|
|
|
2.0
|
%
|
|
$
|
(109,782
|
)
|
|
(8.2
|
)%
|
•
|
EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax costs.
|
•
|
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.
|
▪
|
Intangible asset impairment - charge associated with the non-cash write-down of our trade name intangible asset, Lands' End, in Fiscal 2016.
|
▪
|
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.
|
▪
|
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.
|
▪
|
Product recall - costs associated with a recall in Fiscal 2014 and the subsequent reversal of some costs in Fiscal 2015 and Fiscal 2016 as customer return rates were lower than Company estimates.
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
|||||||||||||||
(in thousands)
|
$'s
|
|
% of Net
Revenue |
|
$'s
|
|
% of Net
Revenue |
|
$'s
|
|
% of Net
Revenue |
|||||||||
Net income (loss)
|
$
|
11,590
|
|
|
0.8
|
%
|
|
$
|
28,195
|
|
|
2.0
|
%
|
|
$
|
(109,782
|
)
|
|
(8.2
|
)%
|
Income tax benefit
|
(1,959
|
)
|
|
(0.1
|
)%
|
|
(27,747
|
)
|
|
(2.0
|
)%
|
|
(69,098
|
)
|
|
(5.2
|
)%
|
|||
Other expense, net
|
4,059
|
|
|
0.3
|
%
|
|
2,708
|
|
|
0.2
|
%
|
|
1,619
|
|
|
0.1
|
%
|
|||
Interest expense
|
28,909
|
|
|
2.0
|
%
|
|
25,929
|
|
|
1.8
|
%
|
|
24,630
|
|
|
1.8
|
%
|
|||
Operating income (loss)
|
42,599
|
|
|
2.9
|
%
|
|
29,085
|
|
|
2.1
|
%
|
|
(152,631
|
)
|
|
(11.4
|
)%
|
|||
Intangible asset impairment
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
173,000
|
|
|
13.0
|
%
|
|||
Depreciation and amortization
|
27,558
|
|
|
1.9
|
%
|
|
24,910
|
|
|
1.8
|
%
|
|
19,003
|
|
|
1.4
|
%
|
|||
Product recall
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(212
|
)
|
|
—
|
%
|
|||
Transfer of corporate functions
|
31
|
|
|
—
|
%
|
|
3,921
|
|
|
0.3
|
%
|
|
—
|
|
|
—
|
%
|
|||
Loss on disposal of property and equipment
|
278
|
|
|
—
|
%
|
|
348
|
|
|
—
|
%
|
|
672
|
|
|
0.1
|
%
|
|||
Adjusted EBITDA
|
$
|
70,466
|
|
|
4.9
|
%
|
|
$
|
58,264
|
|
|
4.1
|
%
|
|
39,832
|
|
|
3.0
|
%
|
(in thousands)
|
Fiscal 2018
|
% of Revenue
|
|
Fiscal 2017
|
% of Revenue
|
||||||
Revenue
|
|
|
|
|
|
||||||
eCommerce
|
1,039,929
|
|
71.7
|
%
|
|
975,446
|
|
69.3
|
%
|
||
Outfitters
|
289,251
|
|
19.9
|
%
|
|
258,669
|
|
18.4
|
%
|
||
Retail
|
122,412
|
|
8.4
|
%
|
|
172,562
|
|
12.3
|
%
|
||
Total Revenue
|
$
|
1,451,592
|
|
|
|
$
|
1,406,677
|
|
|
(in thousands)
|
Fiscal 2017
|
% of Revenue
|
|
Fiscal 2016
|
% of Revenue
|
||||||
Revenue
|
|
|
|
|
|
||||||
eCommerce
|
$
|
975,446
|
|
69.3
|
%
|
|
$
|
900,182
|
|
67.4
|
%
|
Outfitters
|
258,669
|
|
18.4
|
%
|
|
248,967
|
|
18.6
|
%
|
||
Retail
|
172,562
|
|
12.3
|
%
|
|
186,611
|
|
14.0
|
%
|
||
Total Revenue
|
$
|
1,406,677
|
|
|
|
$
|
1,335,760
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
Total
|
|
1 Year or less
|
|
2-3 Years
|
|
4-5 Years
|
|
After 5 years
|
||||||||||
Operating leases
(1)
|
32,074
|
|
|
10,389
|
|
|
9,924
|
|
|
5,346
|
|
|
6,415
|
|
|||||
Principal payments on long-term debt
|
490,538
|
|
|
5,150
|
|
|
485,388
|
|
|
—
|
|
|
|
|
|||||
Interest on long-term debt and ABL Facility fees
|
63,931
|
|
|
28,678
|
|
|
34,776
|
|
|
477
|
|
|
—
|
|
|||||
Purchase obligations
(2)
|
214,325
|
|
|
214,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
800,868
|
|
|
$
|
258,542
|
|
|
$
|
530,088
|
|
|
$
|
5,823
|
|
|
$
|
6,415
|
|
(in thousands except per share data)
|
|
2018
|
|
2017
|
|
2016
|
||||||
REVENUES
|
|
|
|
|
|
|
||||||
Net revenue
|
|
$
|
1,451,592
|
|
|
$
|
1,406,677
|
|
|
$
|
1,335,760
|
|
Cost of sales (excluding depreciation and amortization)
|
|
835,536
|
|
|
809,474
|
|
|
759,352
|
|
|||
Gross profit
|
|
616,056
|
|
|
597,203
|
|
|
576,408
|
|
|||
|
|
|
|
|
|
|
||||||
Selling and administrative
|
|
545,590
|
|
|
538,939
|
|
|
536,576
|
|
|||
Depreciation and amortization
|
|
27,558
|
|
|
24,910
|
|
|
19,003
|
|
|||
Intangible asset impairment
|
|
—
|
|
|
—
|
|
|
173,000
|
|
|||
Other operating expense, net
|
|
309
|
|
|
4,269
|
|
|
460
|
|
|||
Total costs and expenses
|
|
573,457
|
|
|
568,118
|
|
|
729,039
|
|
|||
Operating income (loss)
|
|
42,599
|
|
|
29,085
|
|
|
(152,631
|
)
|
|||
Interest expense
|
|
28,909
|
|
|
25,929
|
|
|
24,630
|
|
|||
Other expense, net
|
|
4,059
|
|
|
2,708
|
|
|
1,619
|
|
|||
Income (loss) before income taxes
|
|
9,631
|
|
|
448
|
|
|
(178,880
|
)
|
|||
Income tax benefit
|
|
(1,959
|
)
|
|
(27,747
|
)
|
|
(69,098
|
)
|
|||
NET INCOME (LOSS)
|
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
NET INCOME (LOSS) PER COMMON SHARE ATTRIBUTABLE TO STOCKHOLDERS (Note 2)
|
|
|
|
|
|
|
||||||
Basic:
|
|
$
|
0.36
|
|
|
$
|
0.88
|
|
|
$
|
(3.43
|
)
|
Diluted:
|
|
$
|
0.36
|
|
|
$
|
0.88
|
|
|
$
|
(3.43
|
)
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
32,190
|
|
|
32,076
|
|
|
32,021
|
|
|||
Diluted weighted average common shares outstanding
|
|
32,526
|
|
|
32,110
|
|
|
32,021
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
NET INCOME (LOSS)
|
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
|
(2,591
|
)
|
|
4,282
|
|
|
(3,042
|
)
|
|||
COMPREHENSIVE INCOME (LOSS)
|
|
$
|
8,999
|
|
|
$
|
32,477
|
|
|
$
|
(112,824
|
)
|
(in thousands, except share data)
|
|
February 1,
2019 |
|
February 2,
2018 |
||||
ASSETS
|
|
|
|
|
||||
Current assets
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
193,405
|
|
|
$
|
195,581
|
|
Restricted cash
|
|
1,948
|
|
|
2,356
|
|
||
Accounts receivable, net
|
|
34,549
|
|
|
49,860
|
|
||
Inventories, net
|
|
321,905
|
|
|
332,297
|
|
||
Prepaid expenses and other current assets
|
|
36,574
|
|
|
26,659
|
|
||
Total current assets
|
|
588,381
|
|
|
606,753
|
|
||
Property and equipment, net
|
|
149,894
|
|
|
136,501
|
|
||
Goodwill
|
|
110,000
|
|
|
110,000
|
|
||
Intangible asset, net
|
|
257,000
|
|
|
257,000
|
|
||
Other assets
|
|
5,636
|
|
|
13,881
|
|
||
Total assets
|
|
$
|
1,110,911
|
|
|
$
|
1,124,135
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities
|
|
|
|
|
||||
Accounts payable
|
|
$
|
123,827
|
|
|
$
|
155,874
|
|
Other current liabilities
|
|
117,424
|
|
|
100,257
|
|
||
Total current liabilities
|
|
241,251
|
|
|
256,131
|
|
||
Long-term debt, net
|
|
482,453
|
|
|
486,248
|
|
||
Long-term deferred tax liabilities
|
|
58,670
|
|
|
59,137
|
|
||
Other liabilities
|
|
5,826
|
|
|
15,526
|
|
||
Total liabilities
|
|
788,200
|
|
|
817,042
|
|
||
Commitments and contingencies
|
|
|
|
|
||||
STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Common stock, par value $0.01- authorized: 480,000,000 shares; issued and outstanding: 32,220,080 and 32,101,793, respectively
|
|
320
|
|
|
320
|
|
||
Additional paid-in capital
|
|
352,733
|
|
|
347,175
|
|
||
Accumulated deficit
|
|
(17,159
|
)
|
|
(29,810
|
)
|
||
Accumulated other comprehensive loss
|
|
(13,183
|
)
|
|
(10,592
|
)
|
||
Total stockholders’ equity
|
|
322,711
|
|
|
307,093
|
|
||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
$
|
1,110,911
|
|
|
$
|
1,124,135
|
|
(in thousands)
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
||||||
Net income (loss)
|
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
27,558
|
|
|
24,910
|
|
|
19,003
|
|
|||
Intangible asset impairment
|
|
—
|
|
|
—
|
|
|
173,000
|
|
|||
Product recall
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|||
Amortization of debt issuance costs
|
|
1,755
|
|
|
1,904
|
|
|
1,712
|
|
|||
Loss on disposal of property and equipment
|
|
278
|
|
|
348
|
|
|
672
|
|
|||
Stock-based compensation
|
|
6,161
|
|
|
3,951
|
|
|
2,230
|
|
|||
Deferred income taxes
|
|
223
|
|
|
(32,757
|
)
|
|
(67,253
|
)
|
|||
Change in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Inventories
|
|
7,773
|
|
|
(2,709
|
)
|
|
755
|
|
|||
Accounts payable
|
|
(29,433
|
)
|
|
(6,950
|
)
|
|
16,951
|
|
|||
Other operating assets
|
|
17,824
|
|
|
(3,234
|
)
|
|
(12,356
|
)
|
|||
Other operating liabilities
|
|
4,471
|
|
|
14,779
|
|
|
(631
|
)
|
|||
Net cash provided by operating activities
|
|
48,200
|
|
|
28,437
|
|
|
24,089
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
||||||
Proceeds from sale of property and equipment
|
|
456
|
|
|
68
|
|
|
47
|
|
|||
Purchases of property and equipment
|
|
(44,852
|
)
|
|
(38,145
|
)
|
|
(33,319
|
)
|
|||
Net cash used in investing activities
|
|
(44,396
|
)
|
|
(38,077
|
)
|
|
(33,272
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
||||||
Payments of employee withholding taxes on share-based compensation
|
|
(603
|
)
|
|
(747
|
)
|
|
(396
|
)
|
|||
Debt issuance costs
|
|
—
|
|
|
(1,515
|
)
|
|
—
|
|
|||
Payments on term loan facility
|
|
(5,150
|
)
|
|
(5,150
|
)
|
|
(5,150
|
)
|
|||
Net cash used in financing activities
|
|
(5,753
|
)
|
|
(7,412
|
)
|
|
(5,546
|
)
|
|||
Effects of exchange rate changes on cash
|
|
(635
|
)
|
|
(1,419
|
)
|
|
(531
|
)
|
|||
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
|
|
(2,584
|
)
|
|
(18,471
|
)
|
|
(15,260
|
)
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF YEAR
|
|
197,937
|
|
|
216,408
|
|
|
231,668
|
|
|||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF YEAR
|
|
$
|
195,353
|
|
|
$
|
197,937
|
|
|
$
|
216,408
|
|
SUPPLEMENTAL INFORMATION:
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Data:
|
|
|
|
|
|
|
||||||
Unpaid liability to acquire property and equipment
|
|
$
|
5,521
|
|
|
$
|
7,756
|
|
|
$
|
8,419
|
|
Income taxes paid
|
|
$
|
1,221
|
|
|
$
|
3,379
|
|
|
$
|
3,653
|
|
Interest paid
|
|
$
|
27,243
|
|
|
$
|
23,458
|
|
|
$
|
22,484
|
|
|
Common Stock Issued
|
|
Additional Paid-in
Capital
|
|
Retained
Earnings (Accumulated Deficit)
|
|
Accumulated Other Comprehensive Loss
|
|
Total Stockholders' Equity
|
|||||||||||||
(in thousands except share data)
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at January 29, 2016
|
31,991,668
|
|
|
$
|
320
|
|
|
$
|
344,244
|
|
|
$
|
49,329
|
|
|
$
|
(9,384
|
)
|
|
$
|
384,509
|
|
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(109,782
|
)
|
|
—
|
|
|
(109,782
|
)
|
|||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,042
|
)
|
|
(3,042
|
)
|
|||||
Adjustment from pre-Separation deferred tax liabilities
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
|
—
|
|
|
—
|
|
|
(2,107
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,230
|
|
|
—
|
|
|
—
|
|
|
2,230
|
|
|||||
Vesting of restricted shares
|
57,543
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock shares surrendered for taxes
|
(19,852
|
)
|
|
—
|
|
|
(396
|
)
|
|
—
|
|
|
—
|
|
|
(396
|
)
|
|||||
Balance at January 27, 2017
|
32,029,359
|
|
|
320
|
|
|
343,971
|
|
|
(60,453
|
)
|
|
(12,426
|
)
|
|
271,412
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
28,195
|
|
|
—
|
|
|
28,195
|
|
|||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,282
|
|
|
4,282
|
|
|||||
Impact of Tax Act
|
—
|
|
|
—
|
|
|
—
|
|
|
2,448
|
|
|
(2,448
|
)
|
|
—
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
3,951
|
|
|
—
|
|
|
—
|
|
|
3,951
|
|
|||||
Vesting of restricted shares
|
110,162
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock shares surrendered for taxes
|
(37,728
|
)
|
|
—
|
|
|
(747
|
)
|
|
—
|
|
|
—
|
|
|
(747
|
)
|
|||||
Balance at February 2, 2018
|
32,101,793
|
|
|
320
|
|
|
347,175
|
|
|
(29,810
|
)
|
|
(10,592
|
)
|
|
307,093
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
11,590
|
|
|
—
|
|
|
11,590
|
|
|||||
Cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,591
|
)
|
|
(2,591
|
)
|
|||||
Change in accounting principle related to revenue recognition
|
—
|
|
|
—
|
|
|
—
|
|
|
1,061
|
|
|
—
|
|
|
1,061
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
6,161
|
|
|
—
|
|
|
—
|
|
|
6,161
|
|
|||||
Vesting of restricted shares
|
151,401
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Restricted stock shares surrendered for taxes
|
(33,114
|
)
|
|
—
|
|
|
(603
|
)
|
|
—
|
|
|
—
|
|
|
(603
|
)
|
|||||
Balance at February 1, 2019
|
32,220,080
|
|
|
$
|
320
|
|
|
$
|
352,733
|
|
|
$
|
(17,159
|
)
|
|
$
|
(13,183
|
)
|
|
$
|
322,711
|
|
Fiscal Year
|
|
Ended
|
|
Weeks
|
2018
|
|
February 1, 2019
|
|
52
|
2017
|
|
February 2, 2018
|
|
53
|
2016
|
|
January 27, 2017
|
|
52
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Beginning balance
|
$
|
637
|
|
|
$
|
579
|
|
|
$
|
626
|
|
Provision
|
192
|
|
|
187
|
|
|
281
|
|
|||
Write-offs
|
(287
|
)
|
|
(129
|
)
|
|
(328
|
)
|
|||
Ending balance
|
$
|
542
|
|
|
$
|
637
|
|
|
$
|
579
|
|
(in thousands)
|
Asset Lives
|
|
February 1, 2019
|
|
February 2, 2018
|
||||
Land
|
—
|
|
$
|
3,459
|
|
|
$
|
3,533
|
|
Buildings and improvements
|
15-30
|
|
99,400
|
|
|
100,122
|
|
||
Furniture, fixtures and equipment
|
3-10
|
|
62,823
|
|
|
69,940
|
|
||
Computer hardware and software
|
3-10
|
|
146,400
|
|
|
122,336
|
|
||
Leasehold improvements
|
3-7
|
|
6,569
|
|
|
10,329
|
|
||
Assets in development
|
|
|
27,296
|
|
|
23,428
|
|
||
Gross property and equipment
|
|
|
345,947
|
|
|
329,688
|
|
||
Accumulated depreciation
|
|
|
(196,053
|
)
|
|
(193,187
|
)
|
||
Total property and equipment, net
|
|
|
$
|
149,894
|
|
|
$
|
136,501
|
|
(in thousands)
|
Fiscal 2018
|
||
Deferred revenue beginning of period
|
$
|
12,993
|
|
Deferred revenue recognized in period
|
(12,993
|
)
|
|
Revenue deferred in period
|
9,051
|
|
|
Deferred revenue end of period
|
$
|
9,051
|
|
(in thousands)
|
Fiscal 2018
|
||
Balance as of beginning of period
|
$
|
19,272
|
|
Gift cards sold
|
57,465
|
|
|
Gift cards redeemed
|
(56,502
|
)
|
|
Gift card breakage
|
(984
|
)
|
|
Change in accounting principle
|
(1,060
|
)
|
|
Balance as of February 1, 2019
|
$
|
18,191
|
|
(in thousands)
|
Termination Costs
|
|
Other Costs
|
|
Total
|
||||||
Balance as of January 27, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Provision
|
2,401
|
|
|
1,520
|
|
|
3,921
|
|
|||
Cash disbursements
|
(1,793
|
)
|
|
—
|
|
|
(1,793
|
)
|
|||
Non-cash items
|
—
|
|
|
546
|
|
|
546
|
|
|||
Balance as of February 2, 2018
|
$
|
608
|
|
|
$
|
2,066
|
|
|
$
|
2,674
|
|
|
|
|
|
|
|
||||||
Cash disbursements
|
(608
|
)
|
|
(757
|
)
|
|
(1,365
|
)
|
|||
Balance as of February 1, 2019
|
$
|
—
|
|
|
$
|
1,309
|
|
|
$
|
1,309
|
|
(in thousands)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Beginning balance: Accumulated other comprehensive loss (net of tax of $2,816, $6,691 and $5,053, respectively)
|
|
$
|
(10,592
|
)
|
|
$
|
(12,426
|
)
|
|
$
|
(9,384
|
)
|
Other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustments (net of tax of $689, $(1,427) and $1,638, respectively)
|
|
(2,591
|
)
|
|
4,282
|
|
|
(3,042
|
)
|
|||
Impact of Tax Act
|
|
—
|
|
|
(2,448
|
)
|
|
—
|
|
|||
Ending balance: Accumulated other comprehensive loss (net of tax of $3,505, $2,816 and $6,691, respectively)
|
|
$
|
(13,183
|
)
|
|
$
|
(10,592
|
)
|
|
$
|
(12,426
|
)
|
(in thousands, except per share amounts)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Net income (loss)
|
|
$
|
11,590
|
|
|
$
|
28,195
|
|
|
$
|
(109,782
|
)
|
|
|
|
|
|
|
|
||||||
Basic weighted average shares outstanding
|
|
32,190
|
|
|
32,076
|
|
|
32,021
|
|
|||
Dilutive effect of stock awards
|
|
336
|
|
|
34
|
|
|
—
|
|
|||
Diluted weighted average shares outstanding
|
|
32,526
|
|
|
32,110
|
|
|
32,021
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings (loss) per share
|
|
$
|
0.36
|
|
|
$
|
0.88
|
|
|
$
|
(3.43
|
)
|
Diluted earnings (loss) per share
|
|
$
|
0.36
|
|
|
$
|
0.88
|
|
|
$
|
(3.43
|
)
|
(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
|
|
|||
Stockholder' equity:
|
|
|
|
|
|
||||||
Accumulated deficit
|
(29,810
|
)
|
|
1,060
|
|
|
(28,750
|
)
|
(in thousands)
|
Balances Without Adoption
|
|
Impact of Adoption
|
|
As Reported
|
||||||
Assets:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
25,381
|
|
|
$
|
11,193
|
|
|
$
|
36,574
|
|
Liabilities:
|
|
|
|
|
|
||||||
Other current liabilities
|
107,259
|
|
|
10,165
|
|
|
117,424
|
|
|||
Stockholder' equity:
|
|
|
|
|
|
||||||
Accumulated deficit
|
(18,188
|
)
|
|
1,029
|
|
|
(17,159
|
)
|
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||
(in thousands)
|
|
Principal Amount
|
|
Interest Rate
|
|
Principal Amount
|
|
Interest Rate
|
||||||
Term Loan Facility, maturing April 4, 2021
|
|
$
|
490,538
|
|
|
5.77
|
%
|
|
$
|
495,688
|
|
|
4.82
|
%
|
ABL Facility, maturing November 16, 2022
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
||
|
|
490,538
|
|
|
|
|
495,688
|
|
|
|
||||
Less: current maturities in Other current liabilities
|
|
5,150
|
|
|
|
|
5,150
|
|
|
|
||||
Less: unamortized debt issuance costs
|
|
2,935
|
|
|
|
|
4,290
|
|
|
|
||||
Long-term debt, net
|
|
$
|
482,453
|
|
|
|
|
$
|
486,248
|
|
|
|
(in thousands)
|
|
February 1, 2019
|
|
February 2, 2018
|
||||
ABL Facility maximum borrowing
|
|
$
|
175,000
|
|
|
$
|
175,000
|
|
Outstanding letters of credit
|
|
21,111
|
|
|
22,328
|
|
||
Borrowing availability under ABL
|
|
$
|
153,889
|
|
|
$
|
152,672
|
|
2019
|
$
|
10,389
|
|
2020
|
5,698
|
|
|
2021
|
4,226
|
|
|
2022
|
3,172
|
|
|
2023
|
2,174
|
|
|
Thereafter
|
6,415
|
|
|
Total minimum payments required
(1)
|
$
|
32,074
|
|
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 or in full after a three year period. 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 and vest ratably over a four year period.
|
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 First Quarter 2018. 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.
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Deferred Awards
|
$
|
4,407
|
|
|
$
|
3,212
|
|
|
$
|
1,599
|
|
Option Awards
|
748
|
|
|
651
|
|
|
—
|
|
|||
Performance Awards
|
1,006
|
|
|
88
|
|
|
631
|
|
|||
Total stock-based compensation expense
|
$
|
6,161
|
|
|
$
|
3,951
|
|
|
$
|
2,230
|
|
|
Fiscal Year Ended
|
||||||||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||
(in thousands, except per share amounts)
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Unvested deferred awards at beginning of year
|
497
|
|
|
$
|
22.07
|
|
|
252
|
|
|
$
|
24.42
|
|
Granted
|
294
|
|
|
21.93
|
|
|
422
|
|
|
21.49
|
|
||
Vested
|
(151
|
)
|
|
22.32
|
|
|
(70
|
)
|
|
22.66
|
|
||
Forfeited
|
(46
|
)
|
|
21.62
|
|
|
(107
|
)
|
|
24.85
|
|
||
Unvested deferred awards at end of year
|
594
|
|
|
$
|
21.96
|
|
|
497
|
|
|
$
|
22.07
|
|
|
Fiscal Year Ended
|
||||||||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||
(in thousands, except per share amounts)
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Shares
|
|
Weighted Average Grant Date Fair Value
|
||||||
Unvested performance awards at beginning of year
|
15
|
|
|
$
|
21.94
|
|
|
69
|
|
|
$
|
26.38
|
|
Granted
|
195
|
|
|
21.90
|
|
|
—
|
|
|
—
|
|
||
Vested
|
—
|
|
|
—
|
|
|
(41
|
)
|
|
28.33
|
|
||
Forfeited
|
(34
|
)
|
|
21.90
|
|
|
(13
|
)
|
|
25.20
|
|
||
Unvested performance awards at end of year
|
176
|
|
|
$
|
21.93
|
|
|
15
|
|
|
$
|
21.94
|
|
|
Fiscal Year Ended
|
||||||||||||
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||
(in thousands, except per share amounts)
|
Number of Options
|
|
Weighted Average Grant Date Fair Value
|
|
Number of Options
|
|
Weighted Average Grant Date Fair Value
|
||||||
Options outstanding at beginning of year
|
343
|
|
|
$
|
8.73
|
|
|
—
|
|
|
$
|
—
|
|
Granted
|
—
|
|
|
—
|
|
|
343
|
|
|
8.73
|
|
||
Vested
|
(86
|
)
|
|
8.73
|
|
|
—
|
|
|
—
|
|
||
Forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Options outstanding at end of year
|
257
|
|
|
$
|
8.73
|
|
|
343
|
|
|
$
|
8.73
|
|
(in thousands)
|
February 1, 2019
|
|
February 2, 2018
|
||||
Accrued employee compensation and benefits
|
42,439
|
|
|
32,302
|
|
||
Reserve for sales returns and allowances
|
22,222
|
|
|
11,133
|
|
||
Deferred gift card revenue
|
18,191
|
|
|
19,272
|
|
||
Accrued property, sales and other taxes
|
9,131
|
|
|
6,663
|
|
||
Other
|
11,240
|
|
|
12,744
|
|
||
Deferred revenue
|
9,051
|
|
|
12,993
|
|
||
Short-term portion of long-term debt
|
5,150
|
|
|
5,150
|
|
||
Total other current liabilities
|
$
|
117,424
|
|
|
$
|
100,257
|
|
|
|
February 1, 2019
|
|
February 2, 2018
|
||||||||||||
(in thousands)
|
|
Carrying
Amount
|
|
Fair
Value
|
|
Carrying
Amount |
|
Fair
Value |
||||||||
Long-term debt, including short-term portion
|
|
$
|
490,538
|
|
|
$
|
460,493
|
|
|
$
|
495,688
|
|
|
$
|
443,641
|
|
(in thousands)
|
|
Trade Name
|
|
Goodwill
|
||||
Balance as of January 27, 2017
|
|
$
|
257,000
|
|
|
$
|
110,000
|
|
Impairments
|
|
—
|
|
|
—
|
|
||
Balance as of February 2, 2018
|
|
257,000
|
|
|
110,000
|
|
||
Impairments
|
|
—
|
|
|
—
|
|
||
Balance as of February 1, 2019
|
|
$
|
257,000
|
|
|
$
|
110,000
|
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Income (loss) before income taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
16,297
|
|
|
$
|
9,011
|
|
|
$
|
(174,461
|
)
|
Foreign
|
(6,666
|
)
|
|
(8,563
|
)
|
|
(4,419
|
)
|
|||
Total income (loss) before income taxes
|
$
|
9,631
|
|
|
$
|
448
|
|
|
$
|
(178,880
|
)
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
United States
|
$
|
(1,959
|
)
|
|
$
|
(27,623
|
)
|
|
$
|
(70,316
|
)
|
Foreign
|
—
|
|
|
(124
|
)
|
|
1,218
|
|
|||
Total (benefit) provision
|
$
|
(1,959
|
)
|
|
$
|
(27,747
|
)
|
|
$
|
(69,098
|
)
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(4,457
|
)
|
|
$
|
4,804
|
|
|
$
|
(2,834
|
)
|
State
|
2,275
|
|
|
330
|
|
|
(229
|
)
|
|||
Foreign
|
—
|
|
|
(124
|
)
|
|
1,218
|
|
|||
Total current
|
(2,182
|
)
|
|
5,010
|
|
|
(1,845
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
1,650
|
|
|
(34,901
|
)
|
|
(62,645
|
)
|
|||
State
|
(1,427
|
)
|
|
2,144
|
|
|
(4,608
|
)
|
|||
Total deferred
|
223
|
|
|
(32,757
|
)
|
|
(67,253
|
)
|
|||
Total (benefit) provision
|
$
|
(1,959
|
)
|
|
$
|
(27,747
|
)
|
|
$
|
(69,098
|
)
|
(in thousands)
|
February 1, 2019
|
|
February 2, 2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Deferred revenue
|
$
|
3,053
|
|
|
$
|
3,292
|
|
Legal and other reserves
|
1,714
|
|
|
1,512
|
|
||
Deferred compensation
|
10,360
|
|
|
4,029
|
|
||
Reserve for returns
|
2,271
|
|
|
2,301
|
|
||
Inventory
|
3,690
|
|
|
3,099
|
|
||
Currency translation adjustment - foreign subsidiaries
|
3,505
|
|
|
2,816
|
|
||
Other
|
3,041
|
|
|
4,330
|
|
||
Total deferred tax assets
|
27,634
|
|
|
21,379
|
|
||
Net operating loss carryforward
|
5,117
|
|
|
2,284
|
|
||
Less valuation allowance
|
(5,079
|
)
|
|
(2,284
|
)
|
||
Net deferred tax assets
|
$
|
27,672
|
|
|
$
|
21,379
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
$
|
62,959
|
|
|
$
|
62,754
|
|
LIFO reserve
|
16,382
|
|
|
16,659
|
|
||
Property, plant and equipment
|
5,098
|
|
|
—
|
|
||
Catalog marketing
|
1,903
|
|
|
1,103
|
|
||
Total deferred tax liabilities
|
86,342
|
|
|
80,516
|
|
||
Net deferred tax liability
|
$
|
58,670
|
|
|
$
|
59,137
|
|
|
Federal, State and Foreign Tax
|
||||||||||
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Gross UTB balance at beginning of period
|
$
|
4,531
|
|
|
$
|
6,901
|
|
|
$
|
8,311
|
|
Tax positions related to the current period—gross increases
|
—
|
|
|
—
|
|
|
120
|
|
|||
Tax positions related to the prior periods—gross decreases
|
(2,588
|
)
|
|
(2,370
|
)
|
|
(1,530
|
)
|
|||
Settlements
|
(485
|
)
|
|
—
|
|
|
—
|
|
|||
Gross UTB balance at end of period
|
$
|
1,458
|
|
|
$
|
4,531
|
|
|
$
|
6,901
|
|
(in thousands)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Rent, CAM and occupancy costs
|
|
14,798
|
|
|
22,084
|
|
|
24,727
|
|
|||
Rental services, store labor
|
|
13,719
|
|
|
21,934
|
|
|
24,052
|
|
|||
Financial services and payment processing
|
|
1,644
|
|
|
2,455
|
|
|
2,834
|
|
|||
Supply chain costs
|
|
465
|
|
|
741
|
|
|
979
|
|
|||
Total expenses
|
|
$
|
30,626
|
|
|
$
|
47,214
|
|
|
$
|
52,592
|
|
Number of Lands' End Shops at Sears at period end
(1)
|
|
49
|
|
|
174
|
|
|
216
|
|
(in thousands)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Sourcing
|
|
$
|
7,530
|
|
|
$
|
10,243
|
|
|
$
|
10,878
|
|
Shop Your Way
|
|
933
|
|
|
1,119
|
|
|
2,301
|
|
|||
Shared services
|
|
190
|
|
|
176
|
|
|
192
|
|
|||
Total expenses
|
|
$
|
8,653
|
|
|
$
|
11,538
|
|
|
$
|
13,371
|
|
(in thousands)
|
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Call center services
|
|
$
|
—
|
|
|
$
|
1,160
|
|
|
$
|
8,207
|
|
Outfitters revenue
|
|
845
|
|
|
1,045
|
|
|
1,574
|
|
|||
Credit card revenue
|
|
709
|
|
|
980
|
|
|
1,147
|
|
|||
Royalty income
|
|
189
|
|
|
213
|
|
|
221
|
|
|||
Gift card expense
|
|
(17
|
)
|
|
(32
|
)
|
|
(32
|
)
|
|||
Total
|
|
$
|
1,726
|
|
|
$
|
3,366
|
|
|
$
|
11,117
|
|
(in thousands)
|
Fiscal 2018
|
% of Revenue
|
|
Fiscal 2017
|
% of Revenue
|
|
Fiscal 2016
|
% of Revenue
|
|||||||||
eCommerce
|
$
|
1,039,929
|
|
71.7
|
%
|
|
$
|
975,446
|
|
69.3
|
%
|
|
$
|
900,182
|
|
67.4
|
%
|
Outfitters
|
289,251
|
|
19.9
|
%
|
|
258,669
|
|
18.4
|
%
|
|
248,967
|
|
18.6
|
%
|
|||
Retail
|
122,412
|
|
8.4
|
%
|
|
172,562
|
|
12.3
|
%
|
|
186,611
|
|
14.0
|
%
|
|||
Total Revenue
|
$
|
1,451,592
|
|
|
|
$
|
1,406,677
|
|
|
|
$
|
1,335,760
|
|
|
(in thousands)
|
Fiscal 2018
|
% of Revenue
|
|
Fiscal 2017
|
% of Revenue
|
|
Fiscal 2016
|
% of Revenue
|
|||||||||
Net Revenue
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
$
|
1,245,157
|
|
85.8
|
%
|
|
$
|
1,204,199
|
|
85.6
|
%
|
|
$
|
1,143,529
|
|
85.6
|
%
|
Europe
|
138,761
|
|
9.6
|
%
|
|
134,543
|
|
9.6
|
%
|
|
125,410
|
|
9.4
|
%
|
|||
Asia
|
50,203
|
|
3.5
|
%
|
|
48,704
|
|
3.5
|
%
|
|
50,030
|
|
3.7
|
%
|
|||
Other
|
17,471
|
|
1.1
|
%
|
|
19,231
|
|
1.3
|
%
|
|
16,791
|
|
1.3
|
%
|
|||
Total Revenue
|
$
|
1,451,592
|
|
|
|
$
|
1,406,677
|
|
|
|
$
|
1,335,760
|
|
|
(in thousands)
|
Fiscal 2018
|
|
Fiscal 2017
|
|
Fiscal 2016
|
||||||
Property and equipment, net
|
|
|
|
|
|
||||||
United States
|
$
|
140,663
|
|
|
$
|
126,015
|
|
|
$
|
113,045
|
|
Europe
|
8,773
|
|
|
9,862
|
|
|
9,075
|
|
|||
Asia
|
458
|
|
|
624
|
|
|
716
|
|
|||
Total Property and equipment, net
|
$
|
149,894
|
|
|
$
|
136,501
|
|
|
$
|
122,836
|
|
|
Fiscal 2018
|
||||||||||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||
(in thousands except share data)
|
$'s
|
|
% Net
Sales
|
|
$'s
|
|
% Net
Sales
|
|
$'s
|
|
% Net
Sales
|
|
$'s
|
|
% Net
Sales
|
||||||||||||
Net revenue
|
$
|
299,825
|
|
|
100.0
|
%
|
|
$
|
307,945
|
|
|
100.0
|
%
|
|
$
|
341,570
|
|
|
100.0
|
%
|
|
$
|
502,252
|
|
|
100.0
|
%
|
Gross profit
|
133,025
|
|
|
44.4
|
%
|
|
136,766
|
|
|
44.4
|
%
|
|
150,962
|
|
|
44.2
|
%
|
|
195,303
|
|
|
38.9
|
%
|
||||
Operating income
|
2,527
|
|
|
0.8
|
%
|
|
875
|
|
|
0.3
|
%
|
|
8,485
|
|
|
2.5
|
%
|
|
30,712
|
|
|
6.1
|
%
|
||||
Net (loss) income
|
$
|
(2,630
|
)
|
|
(0.9
|
)%
|
|
$
|
(5,285
|
)
|
|
(1.7
|
)%
|
|
$
|
3,294
|
|
|
1.0
|
%
|
|
$
|
16,211
|
|
|
3.2
|
%
|
Basic (loss) earnings per common share
(1)
|
$
|
(0.08
|
)
|
|
|
|
$
|
(0.16
|
)
|
|
|
|
$
|
0.10
|
|
|
|
|
$
|
0.50
|
|
|
|
||||
Diluted (loss) earnings per common share
(1)
|
$
|
(0.08
|
)
|
|
|
|
$
|
(0.16
|
)
|
|
|
|
$
|
0.10
|
|
|
|
|
$
|
0.50
|
|
|
|
|
Fiscal 2017
|
||||||||||||||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||||||||||||||
(in thousands except share data)
|
$'s
|
|
Net
Sales
|
|
$'s
|
|
Net
Sales
|
|
$'s
|
|
Net
Sales
|
|
$'s
|
|
Net
Sales
|
||||||||||||
Net revenue
|
$
|
268,365
|
|
|
100.0
|
%
|
|
$
|
302,190
|
|
|
100.0
|
%
|
|
$
|
325,489
|
|
|
100.0
|
%
|
|
$
|
510,633
|
|
|
100.0
|
%
|
Gross profit
|
122,643
|
|
|
45.7
|
%
|
|
134,165
|
|
|
44.4
|
%
|
|
141,974
|
|
|
43.6
|
%
|
|
198,421
|
|
|
38.9
|
%
|
||||
Operating (loss) income
|
(6,720
|
)
|
|
(2.5
|
)%
|
|
174
|
|
|
0.1
|
%
|
|
5,941
|
|
|
1.8
|
%
|
|
29,690
|
|
|
5.8
|
%
|
||||
Net (loss) income
(2)
|
$
|
(7,839
|
)
|
|
(2.9
|
)%
|
|
$
|
(3,880
|
)
|
|
(1.3
|
)%
|
|
$
|
162
|
|
|
—
|
%
|
|
$
|
39,752
|
|
|
7.8
|
%
|
Basic (loss) earnings per common share
(1)
|
$
|
(0.24
|
)
|
|
|
|
$
|
(0.12
|
)
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
1.24
|
|
|
|
||||
Diluted loss (earnings) per common share
(1)
|
$
|
(0.24
|
)
|
|
|
|
$
|
(0.12
|
)
|
|
|
|
$
|
0.01
|
|
|
|
|
$
|
1.24
|
|
|
|
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and
rights
(in thousands)
|
|
Weighted-average
exercise price of
outstanding
options,
warrants and
rights*
|
|
Number of securities
remaining available for
future issuance
under equity
compensation plans (excluding securities reflected in column (a))**
(in thousands)
|
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
Equity compensation plans approved by security holders
|
|
701
|
|
22.00
|
|
1,035
|
Equity compensation plans not approved by security holders
***
|
|
412
|
|
18.10
|
|
—
|
Total
|
|
1,113
|
|
18.66
|
|
1,035
|
*
|
The weighted-average exercise price does not take into account the shares issuable upon vesting of outstanding awards of RSUs, which have no exercise price.
|
**
|
Represents shares of common stock that may be issued pursuant to the Lands' End, Inc. 2014 Stock Plan as amended (the "2014 Stock Plan") and the Lands' End, Inc. 2017 Stock Plan (the "2017 Stock Plan"). Awards under the 2014 Stock Plan and 2017 Stock Plan may be restricted stock, stock unit awards, incentive stock options, nonqualified stock options, stock appreciation rights, or certain other stock-based awards.
|
***
|
In connection with commencing employment, on March 6, 2017, the current CEO was granted options to purchase 294,118 shares of the Company’s common stock and 117,647 restricted stock units. These awards were made as inducement grants outside of our stockholder approved stock plans in accordance with NASDAQ Listing Rule 5635(c)(4).
|
Exhibit
Number
|
|
Exhibit Description
|
|
|
|
|
|
|
Separation and Distribution Agreement, dated as of April 4, 2014, by and between Sears Holdings Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Amended and Restated Certificate of Incorporation of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on March 20, 2014 (File No. 001-09769)).
|
||
|
Amended and Restated Bylaws of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
ABL Credit Agreement, dated as of November 16, 2017, by and between Lands' End, Inc. (as the Lead Borrower), Wells Fargo Bank, N.A. (as Agent, L/C Issuer and Swing Line Lender), the Other Lenders party thereto, Wells Fargo Bank, N.A. (as Sole Lead Arranger and Sole Bookrunner) and BMO Harris Bank, N.A. (as Syndication Agent), and SunTrust Bank (as Documentation Agent) (incorporated by reference to Exhibit 4.2 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
|
||
|
Term Loan Credit Agreement, dated as of April 4, 2014, among Lands' End, Inc. (as the Borrower), Bank of America, N.A. (as Administrative Agent and Collateral Agent and as Arranger and Bookrunner) and the Lenders party thereto (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Term Loan Guarantee and Security Agreement, dated as of April 4, 2014, among Lands' End, Inc., as Borrower and certain of its wholly-owned subsidiaries, each as a Grantor, the other grantors from time to time party thereto and Bank of America, N.A., as Agent (incorporated by reference to Exhibit 4.4 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Tax Sharing Agreement, dated as of April 4, 2014, by and between Sears Holdings Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Master Lease Agreement, dated as of April 4, 2014, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
(1)
|
||
|
First Amendment to Master Lease Agreement, by and between Sears, Roebuck and Co. and Lands' End, Inc., effective on July 6, 2015 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015 (File No. 001-09769)).
(1)
|
||
|
Second Amendment to Master Lease Agreement, by and between Sears, Roebuck and Co. and Lands' End, Inc., dated February 1, 2018 (incorporated by reference to Exhibit 10.4 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Master Sublease Agreement, dated February 1, 2018, by and between Sears Operations LLC and Lands' End, Inc. (incorporated by reference to Exhibit 10.5 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
|
Master Sublease Agreement, dated as of April 4, 2014, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
(1)
|
||
|
First Amendment to Master Sublease Agreement, by and between Sears, Roebuck and Co. and Lands' End, Inc., effective on July 6, 2015 (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2015 (File No. 001-09769)).
(1)
|
||
|
Second Amendment to Master Sublease Agreement, dated February 1, 2018, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Lands' End Shops at Sears Retail Operations Agreement, dated as of April 4, 2014, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Lands' End Shops at Sears Retail Operations RRC/CRC Letter, dated as of July 9, 2018, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2018 (File No. 001-09769)).
|
||
|
Lands' End Shops at Sears Retail Operations Assistant Store Manager - Apparel Charges Letter, dated as of July 9, 2018, by and between Sears, Roebuck and Co. and Lands' End, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended August 3, 2018 (File No. 001-09769)).
|
||
|
Shop Your Way
SM
Retail Establishment Agreement, dated as of April 4, 2014, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
(1)
|
||
|
Shop Your Way
SM
Retail Establishment Agreement First Amendment, dated as of October 21, 2014, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Shop Your Way
SM
Retail Establishment Agreement Amendment 2, dated as of April 4, 2017, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Shop Your Way
SM
Retail Establishment Agreement Amendment 3, dated as of May 2, 2017, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.13 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Shop Your Way
SM
Retail Establishment Agreement Amendment 4, dated as of June 5, 2017, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Shop Your Way
SM
Retail Establishment Agreement Amendment 5, dated as of June 29, 2017, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).
(1)
|
||
|
Financial Services Agreement, dated as of April 4, 2014, by and between Sears Holdings Management Corporation and Lands' End, Inc. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed on April 8, 2014 (File No. 001-09769)).
|
||
|
Director Compensation Policy effective as of May 10, 2017 (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended April 28, 2017 (File No. 001-09769)).**
|
||
|
Director Compensation Policy effective as of May 24, 2018 (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2018 (File No. 001-09769)).**
|
||
|
Director Compensation Policy effective as of March 19, 2019.**
|
||
|
Lands' End, Inc. Umbrella Incentive Program (As Amended and Restated) (incorporated by reference to Exhibit 10.12 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2015 (File No. 001-09769)).**
|
|
Lands' End, Inc. 2017 Stock Plan. (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Lands' End, Inc. 2014 Stock Plan (As Amended and Restated) (incorporated by reference to Exhibit 10.11 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2015 (File No. 001-09769)).**
|
||
|
Form of Restricted Stock Unit Award Agreement (Timed-Based) (incorporated by reference to Exhibit 10.21 to the Company's Annual Report on Form 10-K for the fiscal year ended February 2, 2018 (File No. 001-09769)).**
|
||
|
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on February 14, 2018 (File No. 001-09769)).**
|
||
|
Form of Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q filed on September 1, 2017 (File No. 001-09769)). **
|
||
|
Lands' End, Inc. Annual Incentive Plan (As Amended and Restated) (incorporated by reference to Exhibit 10.16 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2015 (File No. 001-09769)).**
|
||
|
Lands' End, Inc. Long-Term Incentive Program (As Amended and Restated) (incorporated by reference to Exhibit 10.14 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2015 (File No. 001-09769)).**
|
||
|
2017 Additional Definition Under Lands' End, Inc. Long-Term Incentive Program (As Amended and Restated) (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed on April 12, 2017 (File No. 001-09769)).**
|
||
|
Lands' End, Inc. Cash Long-Term Incentive Plan (As Amended and Restated) (incorporated by reference to Exhibit 10.15 to the Company's Annual Report on Form 10-K for the fiscal year ended January 30, 2015 (File No. 001-09769)).**
|
||
|
Letter from Lands' End, Inc. to Jerome S. Griffith relating to employment, dated December 19, 2016. (incorporated by reference to Exhibit 10.26 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Executive Severance Agreement dated and effective as of December 19, 2016 between Lands' End, Inc. and its affiliates and subsidiaries and Jerome S. Griffith. (incorporated by reference to Exhibit 10.27 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
(1)
|
||
|
Sign-on Restricted Stock Unit Agreement dated and effective as of March 6, 2017 between Lands' End, Inc. and Jerome S. Griffith. (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Sign-on Nonqualified Stock Option Agreement dated and effective as of March 6, 2017 between Lands' End, Inc. and Jerome S. Griffith. (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Letter from Lands' End, Inc. to James Gooch relating to employment, dated January 26, 2016 and effective as of January 27, 2016 (incorporated by reference to Exhibit 10.28 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2016 (File No. 001-09769)).**
|
||
|
Letter from Lands' End, Inc. to James Gooch relating to employment, dated December 20, 2016. (incorporated by reference to Exhibit 10.31 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Letter from Lands' End, Inc. to James Gooch relating to employment, dated March 29, 2017. (incorporated by reference to Exhibit 10.48 to the Company's Annual Report on Form 10-K for the fiscal year ended January 27, 2017 (File No. 001-09769)).**
|
||
|
Executive Severance Agreement dated and effective as of January 27, 2016 between Lands' End, Inc. and its affiliates and subsidiaries and James Gooch (incorporated by reference to Exhibit 10.29 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2016 (File No. 001-09769)).**
(1)
|
||
|
Restricted Stock Unit Agreement dated and effective as of January 27, 2016 between Lands' End, Inc. and James Gooch. (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended January 29, 2016 (File No. 001-09769)).**
|
LANDS' END, INC.
(Registrant) |
|||
By:
|
/s/ James F. Gooch
|
|
|
Name:
|
James F. Gooch
|
|
|
Title:
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
|
|
|
Date:
|
March 28, 2019
|
|
Signature:
|
|
Date:
|
||||
/s/ Jerome S. Griffith
|
|
Director, Chief Executive Officer and President (Principal Executive Officer)
|
|
March 28, 2019
|
||
Jerome S. Griffith
|
|
|
||||
|
|
|
|
|
||
/s/ James F. Gooch
|
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer)
|
|
March 28, 2019
|
||
James F. Gooch
|
|
|
||||
|
|
|
|
|
||
/s/ Bernard L. McCracken
|
|
Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
|
|
March 28, 2019
|
||
Bernard L. McCracken
|
|
|
||||
|
|
|
|
|
||
/s/ Josephine Linden
|
|
Chairman of the Board of Directors
|
|
March 28, 2019
|
||
Josephine Linden
|
|
|
||||
|
|
|
|
|
||
/s/ Robert Galvin
|
|
Director
|
|
March 28, 2019
|
||
Robert Galvin
|
|
|
||||
|
|
|
|
|
||
/s/ Elizabeth Leykum
|
|
Director
|
|
March 28, 2019
|
||
Elizabeth Leykum
|
|
|
||||
|
|
|
|
|
||
/s/ John T. McClain
|
|
Director
|
|
March 28, 2019
|
||
John T. McClain
|
|
|
||||
|
|
|
|
|
||
/s/ Maureen Mullen
|
|
Director
|
|
March 28, 2019
|
||
Maureen Mullen
|
|
|
||||
|
|
|
|
|
||
/s/ Jignesh Patel
|
|
Director
|
|
March 28, 2019
|
||
Jignesh Patel
|
|
|
||||
|
|
|
|
|
||
/s/ Jonah Staw
|
|
Director
|
|
March 28, 2019
|
||
Jonah Staw
|
|
|
||||
|
|
|
|
|
|
|
EXHIBIT 10.21
|
1.
|
Compensation
|
2.
|
Health Care Programs
|
3.
|
Merchandise Discounts and Gift Card
|
4.
|
Expense Reimbursement
|
|
|
EXHIBIT 10.46
|
•
|
Annual base salary of $500,000 paid in bi-weekly payments. You will next be eligible for a merit review in May of 2020.
|
•
|
Your annual target bonus incentive opportunity for FY2019 will increase to 75% of your base salary. The portion of the bonus target paid each year is based on your performance and the company’s fiscal results.
|
•
|
Your annual target incentive opportunity under the Lands’ End Long-term Incentive Plan will increase to 100% of your base salary for FY2019.
|
•
|
All aspects of this compensation package are subject to approval by the Compensation Committee of the Lands’ End Board of Directors.
|
•
|
As a condition of this promotion, you will be required to sign a new Executive Severance Agreement (ESA). While the terms and conditions of the ESA will govern, here is a summary of some of the items covered by the ESA: If your employment with Lands’ End is terminated by Lands’ End (other than for Cause, death or Disability) or by you for Good Reason (all as defined in the ESA), you will eligible to receive twelve (12) months
of salary continuation, equal to your base salary at the time of termination, reduced by any interim earnings you may otherwise receive. Under the ESA, you agree, among other things, not to disclose confidential information and, for eighteen (18) months following termination of employment, not to solicit our employees. You also agree not to aid, assist or render services for any Competitive Business (as defined in the ESA) for twelve (12) months following termination of employment. The non-disclosure, non-solicitation and non-compete provisions apply regardless of whether you are eligible for severance benefits under the ESA.
|
Sincerely,
|
|
|
|
|
/s/ Jerome S Griffith
|
|
|
/s/ Chieh-Ju Tsai
|
|
Jerome S Griffith
|
|
|
Chieh-Ju Tsai
|
|
Chief Executive Officer and President
|
|
|
|
|
|
EXHIBIT 10.47
|
i.
|
Executive fails to provide the above-referenced written notice of the Good Reason event within thirty (30) days of its occurrence;
|
ii.
|
Company remedies the Good Reason event within the above-referenced sixty (60) day remediation period; or
|
iii.
|
Executive fails to resign within ninety (90) days of Executive’s written notice of the Good Reason event.
|
i.
|
Salary Continuation.
|
ii.
|
Continuation of health, dental and vision coverage at the applicable active employee rate until the end of the pay period that includes the last day of the Salary Continuation Period, on the same terms as they were provided immediately prior to the Date of Termination, subject to the Company’s ability to continue to make these payments without incurring discrimination penalties under the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, and all applicable regulations and guidance thereunder. Any such coverage provided during the Salary Continuation Period shall not run concurrently with the applicable continuation period in accordance with the provisions of the Consolidated Omnibus Budget Reconciliation Act (“COBRA”). If Executive becomes eligible to participate in another medical or dental benefit plan or arrangement through another employer or spousal plan during such period, the Company shall no longer pay for continuation coverage benefits and Executive shall be required to pay the full COBRA premium. Executive is
|
iii.
|
Reasonable outplacement services, mutually agreed upon by the Company and Executive from those vendors used by Company as of the Date of Termination, for a period of up to twelve (12) months or until subsequent employment is obtained, whichever occurs first.
|
iv.
|
Notwithstanding any limitation on the payment of benefits upon termination of employment that may be provided for under its vacation pay policy, Company shall provide Executive a lump sum payment, promptly after the expiration of the revocation period set forth in Appendix B, of the unused vacation pay benefits which Executive had been granted prior to the Date of Termination to the maximum extent permitted pursuant to Section 409A of the Code.
|
|
|
|
EXECUTIVE
|
|
|
|
|
/s/ Chieh-Ju Tsai
|
|
|
|
|
Name: Chieh-Ju Tsai
|
|
|
|
|
|
|
|
|
|
LANDS’ END, INC.
|
|
|
|
|
5 Lands' End Lane
|
|
|
|
|
Dodgeville, WI 53595
|
|
|
|
|
|
|
|
|
|
By:
/s/ Kelly Ritchie
|
|
|
|
|
Its:
SVP Employee & Customer Care Services
|
|
|
EXHIBIT 10.48
|
i.
|
Executive fails to provide the above-referenced written notice of the Good Reason event within thirty (30) days of its occurrence;
|
ii.
|
Company remedies the Good Reason event within the above-referenced sixty (60) day remediation period; or
|
iii.
|
Executive fails to resign within ninety (90) days of Executive’s written notice of the Good Reason event.
|
i.
|
Salary Continuation.
|
ii.
|
Continuation of health, dental and vision coverage at the applicable active employee rate until the end of the pay period that includes the last day of the Salary Continuation Period, on the same terms as they were provided immediately prior to the Date of Termination, subject to the Company’s ability to
|
iii.
|
Reasonable outplacement services, mutually agreed upon by the Company and Executive from those vendors used by Company as of the Date of Termination, for a period of up to twelve (12) months or until subsequent employment is obtained, whichever occurs first.
|
iv.
|
Notwithstanding any limitation on the payment of benefits upon termination of employment that may be provided for under its vacation pay policy, Company shall provide Executive a lump sum payment, promptly after the expiration of the revocation period set forth in Appendix B, of the unused vacation pay benefits which Executive had been granted prior to the Date of Termination to the maximum extent permitted pursuant to Section 409A of the Code.
|
|
|
|
EXECUTIVE
|
|
|
|
|
/s/ Kelly Ritchie
|
|
|
|
|
Name: Kelly Ritchie
|
|
|
|
|
|
|
|
|
|
Address:
Address Omitted
|
|
|
|
|
|
|
|
|
|
LANDS’ END, INC.
|
|
|
|
|
5 Lands' End Lane
|
|
|
|
|
Dodgeville, WI 53595
|
|
|
|
|
|
|
|
|
|
By:
/s/ Edgar O. Huber
|
|
|
|
|
Its: President and Chief Executive Officer
|
|
|
|
|
EXHIBIT 21
|
|
|
|
|
|
|
Subsidiaries of Registrant
|
|
Names
|
State or Other Jurisdiction of Organization
|
Lands' End Canada Outfitters ULC
|
Canada
|
Lands' End Direct Merchants, Inc.
|
Delaware
|
Lands' End International, Inc.
|
Delaware
|
Lands' End Europe Limited
|
England & Wales
|
Lands' End GmbH
|
Germany
|
Lands' End Japan, Inc.
|
Delaware
|
Lands' End Japan, KK
|
Japan
|
Lands' End Publishing, LLC
|
Delaware
|
LEGC, LLC
|
Virginia
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
March 28, 2019
|
|
/s/ Jerome S. Griffith
|
Jerome S. Griffith
|
|
Chief Executive Officer and President
(Principal Executive Officer) |
|
Lands’ End, Inc.
|
1.
|
I have reviewed this annual report on Form 10-K 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.
|
March 28, 2019
|
|
/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.
|
|
March 28, 2019
|
|
/s/ Jerome S. Griffith
|
Jerome S. Griffith
|
Chief Executive Officer and President
(Principal Executive Officer) |
|
March 28, 2019
|
|
/s/ James F. Gooch
|
James F. Gooch
|
Executive Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer
(Principal Financial Officer) |