Lands’ End(LE) - 2024 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements (Unaudited) The company reported a $112.4 million net loss in Q3 2023, primarily due to a $106.7 million goodwill impairment, with operating cash flow improving from inventory reduction Condensed Consolidated Statements of Operations (Q3 & YTD) | (in thousands) | 13 Weeks Ended Oct 27, 2023 | 13 Weeks Ended Oct 28, 2022 | 39 Weeks Ended Oct 27, 2023 | 39 Weeks Ended Oct 28, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net revenue | $324,735 | $370,983 | $957,656 | $1,025,826 | | Gross profit | $152,593 | $148,410 | $430,127 | $421,622 | | Goodwill impairment | $106,700 | $— | $106,700 | $— | | Operating (loss) income | $(101,308) | $2,746 | $(85,590) | $12,185 | | NET LOSS | $(112,394) | $(4,682) | $(122,064) | $(9,232) | | Diluted NET LOSS PER SHARE | $(3.52) | $(0.14) | $(3.80) | $(0.28) | Key Balance Sheet Items | (in thousands) | Oct 27, 2023 | Oct 28, 2022 | Jan 27, 2023 | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $36,821 | $28,829 | $39,557 | | Inventories, net | $422,160 | $564,856 | $425,513 | | Goodwill | $— | $106,700 | $106,700 | | TOTAL ASSETS | $947,562 | $1,212,966 | $1,082,148 | | TOTAL LIABILITIES | $696,657 | $827,398 | $701,396 | | TOTAL STOCKHOLDERS' EQUITY | $250,905 | $385,568 | $380,752 | - Net cash provided by operating activities for the 39 weeks ended October 27, 2023, was $36.7 million, a significant improvement from the $126.0 million used in the same period of 2022, primarily driven by a positive change in inventories[19][177] Note 1: Background and Basis of Presentation A triggering event, driven by stock price decline, led to a $106.7 million goodwill impairment for U.S. eCommerce and Outfitters units, while the Lands' End trade name was not impaired, and $2.3 million in severance costs were incurred - A triggering event led to an interim impairment test for goodwill as of October 27, 2023[33] - The company recorded a full goodwill impairment of $70.4 million for the U.S. eCommerce unit and $36.3 million for the Outfitters unit, totaling $106.7 million[34] - The Lands' End trade name indefinite-lived intangible asset was tested for impairment, but its fair value was found to exceed its carrying value by 6.1%, resulting in no impairment[36] - The company incurred $2.3 million in severance costs during Q3 2023 due to a corporate restructuring that reduced positions, mainly in the Hong Kong sourcing office[30] Note 5: Debt The company's debt includes $110.0 million outstanding on its ABL Facility and a $233.8 million Term Loan, with both facilities transitioning from LIBOR to SOFR and the company remaining covenant compliant Debt Summary (as of Oct 27, 2023) | Facility | Amount (in thousands) | Interest Rate | | :--- | :--- | :--- | | ABL Facility Outstanding Borrowings | $110,000 | 6.93% | | ABL Facility Borrowing Availability | $156,106 | N/A | | Term Loan Facility | $233,750 | 15.18% | - In Q2 2023, the company amended its Debt Facilities to replace the LIBOR interest rate benchmark with the SOFR benchmark, with no material impact on interest rates[52][55] - The ABL Facility matures on July 29, 2026, and the Term Loan Facility matures on September 9, 2025[60][61] Note 7: Stockholders' Equity The company repurchased 1.18 million shares for $9.8 million in the first 39 weeks of 2023, with $31.8 million remaining available under the program Share Repurchases | Period | Number of Shares Repurchased | Total Cost (in thousands) | | :--- | :--- | :--- | | 13 Weeks Ended Oct 27, 2023 | 346 | $2,992 | | 39 Weeks Ended Oct 27, 2023 | 1,179 | $9,764 | - As of October 27, 2023, $31.8 million remained available for repurchase under the 2022 Share Repurchase Program[74] Note 13: Segment Reporting The company's revenue is reported across five channels, with U.S. eCommerce contributing 58.6% of Q3 2023 net revenue, and all channels experiencing year-over-year declines, partly due to the Lands' End Japan closure Net Revenue by Distribution Channel (13 Weeks Ended) | Channel | Oct 27, 2023 (in thousands) | % of Revenue | Oct 28, 2022 (in thousands) | % of Revenue | | :--- | :--- | :--- | :--- | :--- | | U.S. eCommerce | $190,153 | 58.6% | $211,217 | 56.9% | | International | $26,242 | 8.1% | $37,969 | 10.2% | | Outfitters | $74,317 | 22.9% | $80,768 | 21.8% | | Third Party | $23,980 | 7.4% | $30,883 | 8.3% | | Retail | $10,043 | 3.1% | $10,146 | 2.7% | | Total Net revenue | $324,735 | | $370,983 | | - The company's operating segments (U.S. eCommerce, Europe eCommerce, Outfitters, Third Party, and Retail) are aggregated into one external reportable segment[84][85] Management's Discussion and Analysis of Financial Condition and Results of Operations Q3 2023 net revenue declined 12.5% while gross margin improved 700 basis points to 47.0%; a $106.7 million goodwill impairment led to a net loss, but Adjusted EBITDA increased to $17.3 million, and liquidity improved from better operating cash flow Results of Operations This section details Q3 and YTD 2023 financial performance, highlighting lower net revenue, improved gross margins, the impact of goodwill impairment, and stable Adjusted EBITDA Reconciliation of Net Loss to Adjusted EBITDA | (in thousands) | 13 Weeks Ended Oct 27, 2023 | 13 Weeks Ended Oct 28, 2022 | 39 Weeks Ended Oct 27, 2023 | 39 Weeks Ended Oct 28, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(112,394) | $(4,682) | $(122,064) | $(9,232) | | Adjustments | $129,670 | $10,145 | $138,206 | $37,088 | | Adjusted EBITDA | $17,276 | $16,663 | $52,616 | $46,296 | Reconciliation of Net Loss to Adjusted Net Loss | (in thousands) | 13 Weeks Ended Oct 27, 2023 | 13 Weeks Ended Oct 28, 2022 | 39 Weeks Ended Oct 27, 2023 | 39 Weeks Ended Oct 28, 2022 | | :--- | :--- | :--- | :--- | :--- | | Net loss | $(112,394) | $(4,682) | $(122,064) | $(9,232) | | Adjustments (net of tax) | $108,830 | $3,001 | $109,278 | $3,001 | | ADJUSTED NET LOSS | $(3,564) | $(1,681) | $(12,786) | $(6,231) | | ADJUSTED DILUTED NET LOSS PER SHARE | $(0.11) | $(0.05) | $(0.40) | $(0.19) | Liquidity and Capital Resources The company's liquidity is supported by cash, operations, and its ABL Facility with $110.0 million outstanding, as operating cash flow improved by $162.7 million due to inventory management, and $35.0 million in capital expenditures are planned for Fiscal 2023 - Net cash provided by operating activities was $36.7 million for YTD 2023, a $162.7 million improvement from the $126.0 million used in YTD 2022, mainly due to better inventory flow[177] - As of October 27, 2023, the company had $110.0 million in borrowings under the ABL Facility and $156.1 million in borrowing availability[49][155] - Planned capital expenditures for Fiscal 2023 are approximately $35.0 million, primarily for technology and general corporate needs[178] Application of Critical Accounting Policies and Estimates This section highlights critical accounting policies, focusing on the Q3 2023 impairment analysis that led to a $106.7 million goodwill write-down for U.S. eCommerce and Outfitters units, while the Lands' End trade name was not impaired - The company's critical accounting policies and estimates include revenue, inventory valuation, goodwill and intangible asset impairment, and income taxes[184] - A decline in stock price and market capitalization was considered a triggering event, leading to an interim goodwill impairment test[186] - The impairment testing resulted in a full impairment of $70.4 million and $36.3 million of goodwill for the U.S. eCommerce and Outfitters reporting units, respectively[187] Quantitative and Qualitative Disclosures about Market Risk The company faces foreign currency risk, where a 10% exchange rate change impacts year-to-date revenue by $7.4 million, and interest rate risk, where a 1% change affects annual interest expense by $2.3 million for the Term Loan and $2.8 million for a fully drawn ABL Facility - A 10% change in foreign currency exchange rates would impact year-to-date 2023 net revenue by approximately $7.4 million[198] - A 1% change in interest rates would result in a $2.3 million change in annual interest expense for the Term Loan Facility[200] Controls and Procedures Management concluded the company's disclosure controls and procedures were effective as of October 27, 2023, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of October 27, 2023, the company's disclosure controls and procedures are effective[202] - No changes in internal controls over financial reporting occurred during the quarter that have materially affected, or are reasonably likely to materially affect, internal controls[203] PART II. OTHER INFORMATION Legal Proceedings The company faces lawsuits regarding Delta uniforms, with class certification denied and summary judgment granted on personal injury claims, while property damage claims were settled, but plaintiffs have filed an appeal - The company is a defendant in lawsuits alleging health issues and property damage from uniforms manufactured for Delta Air Lines employees[207] - The court denied plaintiffs' motion for class certification and granted the company's motion for summary judgment on personal injury claims[209][210] - The parties reached a settlement for the remaining property damage claims, but plaintiffs filed an appeal to the Seventh Circuit after the court's final order[211][212] Risk Factors No material changes to risk factors were reported since the Annual Report on Form 10-K filed on April 10, 2023 - No material changes to risk factors were reported since the Annual Report on Form 10-K filed on April 10, 2023[213] Issuer Purchases of Equity Securities In Q3 2023, the company repurchased 345,946 shares for approximately $3.0 million at an average price of $8.65 per share, with $31.8 million remaining available under the repurchase program Q3 2023 Share Repurchases | Period | Total Shares Purchased | Average Price Paid per Share | Approximate Dollar Value of Shares that May Yet Be Purchased (in thousands) | | :--- | :--- | :--- | :--- | | July 29 - Aug 25 | 124,846 | $9.81 | $33,556 | | Aug 26 - Sep 29 | 215,758 | $8.01 | $31,829 | | Sep 30 - Oct 27 | 5,342 | $7.47 | $31,789 | | Total | 345,946 | $8.65 | |