Lands’ End(LE) - 2022 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS This section presents Lands' End's unaudited condensed consolidated financial statements, including operations, balance sheets, cash flows, and equity changes, with notes on accounting policies, debt, and COVID-19 impact Condensed Consolidated Statements of Operations This statement details Lands' End's financial performance, showing net revenue, gross profit, operating income, net income, and EPS for the 13 and 26 weeks ended July 30, 2021 13 Weeks Ended July 30, 2021 vs. July 31, 2020 | Metric | July 30, 2021 (in thousands) | July 31, 2020 (in thousands) | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net revenue | $384,109 | $312,083 | +23.1% | | Gross profit | $177,789 | $135,422 | +31.3% | | Operating income (loss) | $31,349 | $11,193 | +180.1% | | Net income (loss) | $16,221 | $4,376 | +270.7% | | Basic EPS | $0.49 | $0.13 | +276.9% | | Diluted EPS | $0.48 | $0.13 | +269.2% | 26 Weeks Ended July 30, 2021 vs. July 31, 2020 | Metric | July 30, 2021 (in thousands) | July 31, 2020 (in thousands) | Change (YoY) | | :-------------------------------- | :--------------------------- | :--------------------------- | :----------- | | Net revenue | $705,406 | $529,091 | +33.3% | | Gross profit | $325,526 | $229,577 | +41.8% | | Operating income (loss) | $43,217 | $(13,519) | N/A (from loss to income) | | Net income (loss) | $18,860 | $(16,267) | N/A (from loss to income) | | Basic EPS | $0.57 | $(0.50) | N/A (from loss to income) | | Diluted EPS | $0.56 | $(0.50) | N/A (from loss to income) | Condensed Consolidated Statements of Comprehensive Operations This statement presents Lands' End's net income and other comprehensive income components, primarily foreign currency translation adjustments, for the reported periods 13 Weeks Ended July 30, 2021 vs. July 31, 2020 | Metric | July 30, 2021 (in thousands) | July 31, 2020 (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $16,221 | $4,376 | | Foreign currency translation adjustments | $(36) | $1,382 | | Comprehensive income (loss) | $16,185 | $5,758 | 26 Weeks Ended July 30, 2021 vs. July 31, 2020 | Metric | July 30, 2021 (in thousands) | July 31, 2020 (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $18,860 | $(16,267) | | Foreign currency translation adjustments | $275 | $123 | | Comprehensive income (loss) | $19,135 | $(16,144) | Condensed Consolidated Balance Sheets This statement provides a snapshot of Lands' End's financial position, detailing assets, liabilities, and stockholders' equity at specific dates As of July 30, 2021 vs. January 29, 2021 and July 31, 2020 | Metric | July 30, 2021 (in thousands) | January 29, 2021 (in thousands) | July 31, 2020 (in thousands) | | :-------------------------------- | :--------------------------- | :------------------------------ | :--------------------------- | | Total current assets | $566,946 | $495,830 | $578,439 | | Total assets | $1,105,696 | $1,045,508 | $1,137,324 | | Total current liabilities | $361,388 | $314,922 | $307,321 | | Total liabilities | $715,873 | $675,805 | $800,967 | | Total stockholders' equity | $389,823 | $369,703 | $336,357 | Condensed Consolidated Statements of Cash Flows This statement outlines Lands' End's cash inflows and outflows from operating, investing, and financing activities for the 26 weeks ended July 30, 2021 26 Weeks Ended July 30, 2021 vs. July 31, 2020 | Metric | July 30, 2021 (in thousands) | July 31, 2020 (in thousands) | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash provided by operating activities | $30,525 | $7,984 | | Net cash used in investing activities | $(11,961) | $(19,758) | | Net cash used in financing activities | $(12,891) | $(2,998) | | Net increase (decrease) in cash, cash equivalents and restricted cash | $5,531 | $(14,830) | | Cash, cash equivalents and restricted cash, end of period | $41,325 | $64,467 | Condensed Consolidated Statements of Changes in Stockholders' Equity This statement details changes in Lands' End's stockholders' equity, including net income, translation adjustments, and stock-based compensation, for the reported periods Changes in Stockholders' Equity (January 29, 2021 to July 30, 2021) | Item | Amount (in thousands) | | :-------------------------------- | :-------------------- | | Balance at January 29, 2021 | $369,703 | | Net income | $18,860 | | Cumulative translation adjustment, net of tax | $275 | | Stock-based compensation expense | $6,069 | | Vesting of restricted shares | $4 | | Restricted stock shares surrendered for taxes | $(5,084) | | Balance at July 30, 2021 | $389,823 | Changes in Stockholders' Equity (January 31, 2020 to July 31, 2020) | Item | Amount (in thousands) | | :-------------------------------- | :-------------------- | | Balance at January 31, 2020 | $348,382 | | Net loss | $(16,267) | | Cumulative translation adjustment, net of tax | $123 | | Stock-based compensation expense | $4,542 | | Vesting of restricted shares | $2 | | Restricted stock shares surrendered for taxes | $(423) | | Balance at July 31, 2020 | $336,357 | Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures for the condensed consolidated financial statements, covering accounting policies, debt, and other key financial areas NOTE 1. BACKGROUND AND BASIS OF PRESENTATION Lands' End, a uni-channel retailer, experienced COVID-19 recovery in H2 Fiscal 2020, but faces ongoing supply chain disruptions and cost increases into Fiscal 2022, leading to expense reductions and a goodwill impairment - Lands' End is a leading uni-channel retailer of casual clothing, accessories, footwear, and home products, offering products online, on third-party online marketplaces, and through Company Operated stores[25] - The COVID-19 pandemic caused disruptive impacts in the first half of Fiscal 2020, but the company experienced a significant recovery in Second Quarter 2020, supported by strategic pillars of product, digital, uni-channel distribution, and business processes[30] - Supply chain disruptions, including manufacturing and transportation delays, port congestion, and increased freight costs, are expected to continue through Fiscal 2021 and into Fiscal 2022, potentially impacting future net sales and gross margin[32][33] - The company implemented aggressive expense reductions in First Quarter 2020, including employee furloughs and salary reductions, and significantly reduced discretionary operating expenses and capital expenditures[34] - A goodwill impairment of $3.3 million was recognized for the Japan eCommerce reporting unit in First Quarter 2020 due to the COVID-19 pandemic acting as a triggering event[35] NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS Lands' End adopted ASU 2019-12, "Simplifying the Accounting for Income Taxes," in Q1 2021, with no material impact on its financial statements - The Company adopted ASU 2019-12, "Simplifying the Accounting for Income Taxes," in First Quarter 2021, which did not have a material impact on its Condensed Consolidated Financial Statements[36] NOTE 3. EARNINGS (LOSS) PER SHARE Basic and diluted EPS calculations are based on net income (loss) and weighted average common shares, excluding anti-dilutive shares from diluted EPS EPS Summary (in thousands, except per share amounts) | Metric | 13 Weeks Ended July 30, 2021 | 13 Weeks Ended July 31, 2020 | 26 Weeks Ended July 30, 2021 | 26 Weeks Ended July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $16,221 | $4,376 | $18,860 | $(16,267) | | Basic weighted average common shares outstanding | 32,979 | 32,600 | 32,875 | 32,524 | | Diluted weighted average common shares outstanding | 33,713 | 32,838 | 33,710 | 32,524 | | Basic earnings (loss) per share | $0.49 | $0.13 | $0.57 | $(0.50) | | Diluted earnings (loss) per share | $0.48 | $0.13 | $0.56 | $(0.50) | - Anti-dilutive shares excluded from diluted weighted average shares outstanding were 89 thousand for the 13 weeks ended July 30, 2021, and 44 thousand for the 26 weeks ended July 30, 2021[38] NOTE 4. OTHER COMPREHENSIVE LOSS Lands' End's other comprehensive loss consists solely of foreign currency translation adjustments, with no reclassifications during the reported periods Accumulated Other Comprehensive Loss (in thousands) | Metric | July 30, 2021 | July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Beginning balance (13 weeks) | $(10,910) | $(14,247) | | Foreign currency translation adjustments (13 weeks) | $(36) | $1,382 | | Ending balance (13 weeks) | $(10,946) | $(12,865) | | Beginning balance (26 weeks) | $(11,221) | $(12,988) | | Foreign currency translation adjustments (26 weeks) | $275 | $123 | | Ending balance (26 weeks) | $(10,946) | $(12,865) | - Other comprehensive loss is solely comprised of foreign currency translation adjustments[39] NOTE 5. DEBT Lands' End manages debt via an ABL Facility and a Current Term Loan Facility, both secured and covenant-compliant, with the ABL maturity extended to July 2026 and the Term Loan maturing in September 2025 Debt Balances (in thousands) | Debt Type | July 30, 2021 | July 31, 2020 | January 29, 2021 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Current Term Loan Facility | $264,688 | — | $271,563 | | Former Term Loan Facility | — | $382,812 | — | | Long-term debt, net | $240,020 | $381,909 | $245,632 | ABL Facility Borrowing Availability (in thousands) | Metric | July 30, 2021 | July 31, 2020 | January 29, 2021 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | ABL Facility maximum borrowing | $275,000 | $200,000 | $275,000 | | Outstanding borrowings | $25,000 | — | $25,000 | | Outstanding letters of credit | $16,693 | $12,020 | $27,131 | | Borrowing availability | $233,307 | $187,980 | $222,869 | - The ABL Facility's maximum borrowings were increased from $175.0 million to $275.0 million in Fiscal 2020[42] - The Third Amendment to the ABL Facility, executed on July 29, 2021, resulted in favorable financial terms, including a reduced LIBOR floor from 0.75% to 0.00%, and extended the maturity date from November 16, 2022, to July 29, 2026[43][47][52] - The Current Term Loan Facility, established on September 9, 2020, provides $275.0 million, matures on September 9, 2025, and amortizes at 1.25% per quarter[44][53] - As of July 30, 2021, the Company was in compliance with all covenants in its Debt Facilities[61] NOTE 6. STOCK-BASED COMPENSATION Lands' End grants Deferred, Performance, and Option Awards, expensing their fair value over vesting periods, with total stock-based compensation expense increasing in Q2 and YTD 2021 Stock-Based Compensation Expense (in thousands) | Award Type | 13 Weeks Ended July 30, 2021 | 13 Weeks Ended July 31, 2020 | 26 Weeks Ended July 30, 2021 | 26 Weeks Ended July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Deferred awards | $1,484 | $1,383 | $2,845 | $3,024 | | Performance awards | $2,072 | $1,144 | $3,121 | $1,144 | | Option awards | — | $187 | $103 | $374 | | Total | $3,556 | $2,714 | $6,069 | $4,542 | - Total unrecognized stock-based compensation expense for unvested Deferred Awards was approximately $10.5 million as of July 30, 2021, expected to be recognized over 2.2 years[65] - Total unrecognized stock-based compensation expense for unvested Performance Awards was approximately $9.8 million as of July 30, 2021, expected to be recognized over 2.3 years[67] - As of July 30, 2021, there were no unvested Option Awards, and 343,135 shares related to Option Awards were exercisable[68] NOTE 7. FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES Restricted cash is valued using Level 1 inputs, while long-term debt is valued using Level 3 techniques for 2021 and Level 2 for 2020 Carrying Values and Fair Values of Long-Term Debt (in thousands) | Metric | July 30, 2021 Carrying Amount | July 30, 2021 Fair Value | July 31, 2020 Carrying Amount | July 31, 2020 Fair Value | January 29, 2021 Carrying Amount | January 29, 2021 Fair Value | | :-------------------------------- | :------------------------------ | :------------------------- | :------------------------------ | :------------------------- | :------------------------------- | :------------------------- | | Long-term debt, including current portion | $264,688 | $263,030 | $382,812 | $352,666 | $271,563 | $277,265 | - Restricted cash was $2.1 million as of July 30, 2021, valued based on Level 1 inputs[69] - Long-term debt fair value was determined using Level 3 valuation techniques for July 30, 2021, and January 29, 2021, and Level 2 techniques for July 31, 2020[70] NOTE 8. INCOME TAXES Lands' End's effective income tax rate increased to 28.3% in Q2 2021 due to COVID-19 estimate changes, while the YTD 2021 rate was 26.4% due to pretax income - The effective income tax rate was 28.3% for Second Quarter 2021, up from 11.5% in Second Quarter 2020, primarily due to changes in estimates related to COVID-19 performance[72] - The effective income tax rate for Year-to-Date 2021 was 26.4%, compared to a tax benefit of 34.7% for Year-to-Date 2020, driven by generating pretax income in 2021 versus a loss in 2020 and estimated tax benefits from the CARES Act in 2020[72] NOTE 9. COMMITMENTS AND CONTINGENCIES Lands' End faces class-action lawsuits regarding uniforms, but management believes the resolution will not materially impact financial position, with a class certification motion denied - Lands' End is a defendant in three class-action lawsuits (Gilbert et al. v. Lands' End, Inc., Andrews et al. v. Lands' End, Inc., and Davis et al. v. Lands' End, Inc.) alleging adverse health events and personal property damage from uniforms[74] - On August 18, 2021, the Court denied Plaintiffs' motion for class certification regarding uniform performance and warranty claims, and the number of individual plaintiffs in the Consolidated Wisconsin Action was reduced from 1,089 to 603[77] - Management believes the ultimate resolution of pending claims, proceedings, and investigations should not have a material adverse effect on results of operations, cash flows, or financial position[73] NOTE 10. SEGMENT REPORTING Lands' End aggregates its operating segments into one reportable external segment, with revenue disaggregated across five distinct distribution channels - Lands' End's operating segments (U.S. eCommerce, Europe eCommerce, Japan eCommerce, Outfitters, Third Party, and Retail) are aggregated into one reportable external segment[79] Net Revenue by Distribution Channel (in thousands) | Channel | 13 Weeks Ended July 30, 2021 | 13 Weeks Ended July 31, 2020 | 26 Weeks Ended July 30, 2021 | 26 Weeks Ended July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | U.S. eCommerce | $237,618 | $220,906 | $441,191 | $359,743 | | International | $47,819 | $44,187 | $104,263 | $85,386 | | Outfitters | $65,633 | $37,416 | $106,313 | $69,215 | | Third Party | $19,098 | $5,108 | $30,902 | $6,614 | | Retail | $13,941 | $4,466 | $22,737 | $8,133 | | Total net revenue | $384,109 | $312,083 | $705,406 | $529,091 | NOTE 11. REVENUE Revenue is recognized upon merchandise transfer, net of returns, with deferred revenue primarily recognized in the subsequent fiscal quarter, and gift card revenue upon redemption - Revenue is recognized when control of product passes to customers, which for eCommerce, Outfitters, and Third Party channels is when merchandise is expected to be received, and for the Retail channel, at the time of sale in the store[81] Net Revenue by Geographic Location (in thousands) | Region | 13 Weeks Ended July 30, 2021 | 13 Weeks Ended July 31, 2020 | 26 Weeks Ended July 30, 2021 | 26 Weeks Ended July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | United States | $330,890 | $264,162 | $591,296 | $436,906 | | Europe | $38,019 | $32,375 | $84,906 | $62,775 | | Asia | $10,490 | $12,304 | $20,549 | $23,653 | | Other | $4,710 | $3,242 | $8,655 | $5,757 | | Total net revenue | $384,109 | $312,083 | $705,406 | $529,091 | - Deferred revenue at July 30, 2021, was $18.4 million, with the majority expected to be recognized in the fiscal quarter ending October 29, 2021[84] - Refund liabilities, primarily for product sales returns, were $17.4 million as of July 30, 2021[85] ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Lands' End reported strong Q2 and YTD Fiscal 2021 results, with significant revenue and income growth driven by eCommerce and channel recovery, despite increased interest expense and shipping costs Executive Overview Lands' End, a uni-channel retailer, recovered from COVID-19 in H2 Fiscal 2020 but anticipates ongoing supply chain disruptions and cost increases into Fiscal 2022, while managing expenses - Lands' End is a uni-channel retailer of casual clothing, accessories, footwear, and home products, operating through its website, third-party marketplaces, and Company Operated stores[88] - The company identifies five distribution channels for revenue reporting: U.S. eCommerce, International, Outfitters, Third Party, and Retail[91][93] - The COVID-19 pandemic caused disruptive impacts in H1 Fiscal 2020, but a significant recovery began in Q2 2020, supported by strategic pillars of product, digital, uni-channel distribution, and business processes[91] - Supply chain disruptions, including manufacturing and transportation delays, port congestion, and higher freight costs, are expected to continue through Fiscal 2021 and into Fiscal 2022[95][96] - The company implemented expense reduction actions in Q1 2020, including employee furloughs and salary reductions, and continues to monitor the pandemic's impact to manage overall expenses[97] - Lands' End experiences seasonal fluctuations, with a significant portion of net revenue and earnings historically realized in the fourth fiscal quarter[99] Results of Operations Lands' End reported strong financial performance for Q2 and YTD Fiscal 2021, with significant increases in net revenue, gross profit, and net income compared to the prior year, which was heavily impacted by COVID-19 Net Income (Loss) and Adjusted EBITDA This section presents Lands' End's net income (loss) and Adjusted EBITDA, a non-GAAP metric used by management to evaluate operating performance Adjusted EBITDA (in thousands) | Metric | 13 Weeks Ended July 30, 2021 | 13 Weeks Ended July 31, 2020 | 26 Weeks Ended July 30, 2021 | 26 Weeks Ended July 31, 2020 | | :-------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net income (loss) | $16,221 | $4,376 | $18,860 | $(16,267) | | Adjusted EBITDA | $41,390 | $23,944 | $63,855 | $12,301 | - Adjusted EBITDA is a non-GAAP metric used by management to evaluate operating performance and as a basis for executive compensation, excluding the effects of financings, investing activities, tax structure, and certain significant items[103][104] Second Quarter 2021 compared with Second Quarter 2020 This section compares Lands' End's financial performance for Q2 2021 against Q2 2020, highlighting significant growth in revenue, gross profit, and net income Q2 2021 vs. Q2 2020 Financial Highlights (in thousands) | Metric | Q2 2021 | Q2 2020 | Change (YoY) | | :-------------------------------- | :---------- | :---------- | :----------- | | Net Revenue | $384,109 | $312,083 | +23.1% | | Gross Profit | $177,789 | $135,422 | +31.3% | | Gross Margin | 46.3% | 43.4% | +290 bps | | Selling and Administrative Expenses | $136,649 | $111,478 | +22.6% | | Operating Income | $31,349 | $11,193 | +180.1% | | Interest Expense | $8,837 | $4,916 | +79.7% | | Net Income | $16,221 | $4,376 | +270.7% | | Diluted EPS | $0.48 | $0.13 | +269.2% | | Adjusted EBITDA | $41,390 | $23,944 | +72.9% | - U.S. eCommerce Net revenue increased by 7.6% to $237.6 million, driven by stronger website traffic and higher average order value[110] - Outfitters Net revenue surged by 75.4% to $65.6 million, primarily due to stronger demand in travel-related national accounts and school uniforms[112] - Third Party Net revenue increased by $14.0 million to $19.1 million, attributed to the launch on Kohls.com and expansion of swimwear assortment in Kohl's retail locations[113] - Retail Net revenue increased by 211.1% to $14.0 million, mainly due to stores being closed for a portion of Q2 2020 and improved conversion[114] - Gross margin increased to 46.3% from 43.4%, driven by merchandise margin expansion in U.S. eCommerce, partially offset by increased shipping costs and higher sales mix from the lower-margin Third Party channel[115][116] - Selling and administrative expenses increased due to continued investment in digital marketing and lower operating expenses in Q2 2020 from COVID-19 actions[117] Year-to-Date 2021 compared with Year-to-Date 2020 This section compares Lands' End's financial performance for YTD 2021 against YTD 2020, showing substantial improvements in revenue, gross profit, and net income YTD 2021 vs. YTD 2020 Financial Highlights (in thousands) | Metric | YTD 2021 | YTD 2020 | Change (YoY) | | :-------------------------------- | :---------- | :---------- | :----------- | | Net Revenue | $705,406 | $529,091 | +33.3% | | Gross Profit | $325,526 | $229,577 | +41.8% | | Gross Margin | 46.2% | 43.4% | +280 bps | | Selling and Administrative Expenses | $262,171 | $217,276 | +20.7% | | Operating Income (Loss) | $43,217 | $(13,519) | N/A (from loss to income) | | Interest Expense | $17,897 | $10,227 | +75.0% | | Net Income (Loss) | $18,860 | $(16,267) | N/A (from loss to income) | | Diluted EPS | $0.56 | $(0.50) | N/A (from loss to income) | | Adjusted EBITDA | $63,855 | $12,301 | +419.1% | - U.S. eCommerce Net revenue increased by 22.7% to $441.2 million, driven by stronger website traffic and higher average order value[128] - International eCommerce Net revenue increased by 22.0% to $104.3 million, driven by implementing U.S. eCommerce initiatives in Europe[129] - Outfitters Net revenue increased by 53.6% to $106.3 million, attributed to stronger demand in travel-related national accounts and school uniforms[130] - Third Party Net revenue increased by $24.3 million to $30.9 million, due to the launch on Kohls.com and expansion of swimwear assortment[131] - Retail Net revenue increased by 181.5% to $22.8 million, due to stores being closed for a portion of YTD 2020 and increased conversion[132] - Gross margin increased to 46.2% from 43.4%, driven by merchandise margin expansion in U.S. eCommerce, offset by increased shipping costs and higher sales mix from the lower-margin Third Party channel[133] - Other operating expense decreased by $7.3 million, primarily due to a $3.3 million goodwill impairment charge and $2.9 million in corporate restructuring costs recognized in YTD 2020[136] Liquidity and Capital Resources Lands' End's liquidity, supported by cash, operations, and its ABL Facility, is deemed adequate for 12 months, with debt facilities secured and covenant-compliant, and operating cash flow significantly increased - Primary liquidity sources are cash and cash equivalents, the ABL Facility, and cash flows from operations, expected to be adequate for at least the next 12 months[143] - The ABL Facility had $25.0 million outstanding and $16.7 million in outstanding letters of credit as of July 30, 2021[144] - The Third Amendment to the ABL Facility extended its maturity from November 16, 2022, to July 29, 2026, and eliminated the $75.0 million cash maintenance provision[154][161] - The Current Term Loan Facility matures on September 9, 2025, and amortizes at 1.25% per quarter[155] - Net cash provided by operating activities increased to $30.5 million Year-to-Date 2021 from $8.0 million Year-to-Date 2020, driven by increased net income[165] - Net cash used in investing activities was $12.0 million Year-to-Date 2021, primarily for digital information technology infrastructure investments[166] - Net cash used in financing activities was $12.9 million Year-to-Date 2021, including principal payments on the Current Term Loan Facility and employee withholding taxes on share-based compensation[167] - The company was in compliance with all Debt Facilities covenants as of July 30, 2021[163] CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION This statement warns that the document contains forward-looking information subject to risks and uncertainties, which the company is not obligated to update - The document contains forward-looking statements about future events and performance, including net sales, gross margin, operating expenses, net income, and financial condition[173] - Forward-looking statements are based on management's beliefs and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially[173] - The company expressly disclaims any obligation to update or revise forward-looking statements, except as required by applicable securities laws and regulations[173] ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Lands' End faces market risk from currency and interest rate fluctuations, with variable rates on debt facilities potentially impacting annual cash interest expenses significantly - The company's market risk primarily stems from adverse changes in currency rates and interest rates[175] - As of July 30, 2021, Lands' End held $13.5 million in foreign currencies (Pound sterling, Euro, Japanese yen)[175] - A one percentage point change in interest rates (above the 1.00% LIBOR floor) on the Current Term Loan Facility would result in a $2.6 million change in annual cash interest expenses[176] - If the ABL Facility were fully drawn to $275.0 million, a one percentage point change in interest rates would result in a $2.8 million change in annual cash interest expense[176] ITEM 4. CONTROLS AND PROCEDURES Lands' End's disclosure controls and procedures were effective as of July 30, 2021, with no material changes to internal control over financial reporting identified - Lands' End's disclosure controls and procedures were effective as of July 30, 2021[178] - No material changes in internal control over financial reporting were identified during the Second Fiscal Quarter Ended July 30, 2021[179] PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Lands' End is involved in various legal proceedings, including class-action lawsuits, which management believes will not materially impact the company's financial position - Lands' End is party to various claims, legal proceedings, and investigations arising in the ordinary course of business[182] - Management believes the ultimate resolution of these proceedings should not have a material adverse effect on results of operations, cash flows, or financial position[182] - A description of legal proceedings is incorporated by reference from Note 9, Commitments and Contingencies, in the Notes to Condensed Consolidated Financial Statements[183] ITEM 1A. RISK FACTORS No material changes to the risk factors previously disclosed in Lands' End's Annual Report on Form 10-K for the fiscal year ended January 29, 2021 - No material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended January 29, 2021[184] ITEM 6. EXHIBITS This section lists all documents filed as exhibits to the quarterly report, including corporate governance, debt agreements, executive severance, and certifications - Exhibits include the Third Amendment to ABL Credit Agreement, Amended and Restated Executive Severance Agreements, Certifications of Principal Executive and Financial Officers, and XBRL documents[188] Signatures The report is duly signed by James Gooch, President and Chief Financial Officer of Lands' End, Inc., as of September 2, 2021 - The report was signed by James Gooch, President and Chief Financial Officer of Lands' End, Inc., on September 2, 2021[190]