June 13, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, we are
transmitting herewith the attached Form 10-Q for the quarter ended May 3,
1996.
Sincerely,
KATHY GIES
Lands' End, Inc.
One Lands' End Lane
Dodgeville, WI 53595
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM 10-Q
(Mark one)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the Quarter Ended May 3, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
For the transition period from ...... to ......
Commission file number 1-9769
LANDS' END, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2512786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lands' End Lane, Dodgeville, WI 53595
(Address of principal executive (Zip code)
offices)
Registrant's telephone number, 608-935-9341
including area code
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock as of June 13, 1996:
Common stock, $.01 par value 33,260,990 shares outstanding
LANDS' END, INC. & SUBSIDIARIES
INDEX TO FORM 10-Q
Page
PART I. FINANCIAL INFORMATION Number
Item 1. Financial Statements
Consolidated Statements of Operations for the
Three Months Ended May 3, 1996, and
April 28, 1995.................................... 3
Consolidated Balance Sheets at May 3, 1996,
and February 2, 1996.............................. 4
Consolidated Statements of Cash Flows for the
Three Months Ended May 3, 1996 and
April 28, 1995.................................... 5
Notes to Consolidated Financial Statements........... 6-13
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations........................................ 14-16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 4. Submission of Matters to a Vote of
Security Holders.................................. 17
Item 5. Other Information.................................... 17
Item 6. Exhibits and Reports on Form 8-K..................... 17
Signature..................................................... 18
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Three months ended
May 3, April 28,
1996 1995
(Unaudited)
Net sales $211,835 $207,122
Cost of sales 117,098 116,445
Gross profit 94,737 90,677
Selling, general and
administrative expenses 87,084 88,705
Income from operations 7,653 1,972
Other income (expense):
Interest expense, net (70) (320)
Other (235) 540
Total other income
(expense), net (305) 220
Income before income taxes 7,348 2,192
Income tax provision 2,939 885
Net income $ 4,409 $ 1,307
Net income per share $ 0.13 $ 0.04
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
3
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
May 3, February 2,
1996 1996
(Unaudited)
Assets
Current assets:
Cash and cash equivalents $ 3,869 $ 17,176
Receivables 10,439 8,064
Inventory 162,511 164,816
Prepaid advertising 13,257 15,824
Other prepaid expenses 4,150 5,295
Deferred income tax benefits 10,914 10,914
Total current assets 205,140 222,089
Property, plant and equipment, at cost:
Land and buildings 72,246 72,248
Fixtures and equipment 85,820 83,880
Leasehold improvements 2,958 2,912
Total property, plant and equipment 161,024 159,040
Less-accumulated depreciation and amortization 63,261 60,055
Property, plant and equipment, net 97,763 98,985
Intangibles, net 2,390 2,423
Total assets $305,293 $323,497
Liabilities and shareholders' investment
Current liabilities:
Lines of credit $ 9,796 $ 9,319
Accounts payable 54,564 62,380
Reserve for returns 3,477 4,555
Accrued liabilities 22,497 23,751
Accrued profit sharing 38 1,483
Income taxes payable 2,971 13,256
Total current liabilities 93,343 114,744
Deferred income taxes 7,212 7,212
Long-term liabilities 392 349
Shareholders' investment:
Common stock, 40,221 shares issued 402 402
Donated capital 8,400 8,400
Additional paid-in capital 26,196 26,165
Deferred compensation (1,110) (1,193)
Currency translation adjustments 347 360
Retained earnings 264,518 260,109
Treasury stock, 6,634 and 6,561
shares at cost, respectively (94,407) (93,051)
Total shareholders' investment 204,346 201,192
Total liabilities and shareholders' investment $305,293 $323,497
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
4
LANDS' END, INC. & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Three Months Ended
May 3, April 28,
1996 1995
(Unaudited)
Cash flows from operating activities:
Net income $ 4,409 $ 1,307
Adjustments to reconcile net income to net
cash flows from operating activities-
Depreciation and amortization 3,320 3,214
Deferred compensation expense 83 68
Loss on disposal of fixed assets 118 184
Deferred income taxes - (1,156)
Changes in assets and liabilities excluding
the effects of acquisitions and divestitures:
Receivables (2,375) (2,397)
Inventory 2,305 (22,425)
Prepaid advertising 2,567 142
Other prepaid expenses 1,145 (2,196)
Accounts payable (7,816) 5,897
Reserve for returns (1,078) (1,358)
Accrued liabilities (1,254) (4,541)
Accrued profit sharing (1,445) (1,581)
Income taxes payable (10,285) (8,195)
Other 61 (135)
Net cash flows used for operating activities (10,245) (33,172)
Cash flows from investing activities:
Cash paid for capital additions (2,183) (3,630)
Net cash flows used for investing activities (2,183) (3,630)
Cash flows from financing activities:
Proceeds from short-term debt 477 38,089
Purchases of treasury stock (1,356) (2,431)
Net cash flows (used for) from
financing activities (879) 35,658
Net decrease in cash and cash equivalents (13,307) (1,144)
Beginning cash and cash equivalents 17,176 5,426
Ending cash and cash equivalents $ 3,869 $ 4,282
Supplemental cash flow disclosures:
Interest paid $ 99 $ 260
Income taxes paid 13,180 11,400
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
5
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
The condensed consolidated financial statements included herein have been
prepared by Lands' End, Inc. (the company), without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission, and in the
opinion of management contain all adjustments (consisting of only normal
recurring adjustments) necessary to present fairly the financial position.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although the company believes that the disclosures are adequate
to make the information presented not misleading. The results of operations
for the interim periods disclosed within this report are not necessarily
indicative of future financial results. These consolidated financial
statements are condensed and should be read in conjunction with the financial
statements and the notes thereto included in the company's latest Annual
Report on Form 10-K, which includes financial statements for the year ended
February 2, 1996.
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of business
Lands' End, Inc., (the company) is a direct marketer of traditionally styled
apparel, domestics (primarily bedding and bath items), soft luggage, and other
products. The company's primary market is the United States, and other
markets include the Pacific Basin area, Europe and Canada.
Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates.
Principles of consolidation
The consolidated financial statements include the accounts of the company and
its subsidiaries after elimination of intercompany accounts and transactions.
Fiscal year
The company utilizes a 52-53 week fiscal year ending on the Friday nearest
January 31. Fiscal 1997 will be a 52-week year ending on January 31, 1997.
Fair values of financial instruments
The fair value of financial instruments does not materially differ from their
carrying values.
Inventory
Inventory, primarily merchandise held for sale, is stated at last-in, first-
out (LIFO) cost, which is lower than market. If the first-in, first-out
(FIFO) method of accounting for inventory had been used, inventory would have
been approximately $23.1 million and $22.4 million higher than reported at
May 3, and February 2, 1996, respectively.
6
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
Advertising
The company expenses the costs of advertising for magazines, television,
radio, and other media the first time the advertising takes place, except for
direct-response advertising, which is capitalized and amortized over its
expected period of future benefits.
Direct-response advertising consists primarily of catalog production and
mailing costs that have not yet been fully amortized over the expected revenue
stream, which is within three months from the date catalogs are mailed.
Advertising costs reported as prepaid assets were $13.3 million and $15.8
million as of May 3, and February 2, 1996, respectively. Advertising expense
was $41.5 million and $42.2 million reported for the three-month periods ended
May 3, 1996, and April 28, 1995, respectively.
Depreciation
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets, which are 20 to 30 years for buildings
and land improvements and five to 10 years for leasehold improvements and
furniture, fixtures, equipment, and software.
Intangibles
Intangible assets consist primarily of goodwill which is being amortized over
40 years on a straight-line basis. Other intangibles are amortized up to a
period of five years. Total accumulated amortization of these intangibles was
$0.4 million as of May 3, and February 2, 1996.
Net income per share
Net income per share is computed by dividing net income by the weighted
average number of common shares outstanding during each period. The weighted
average common shares outstanding were 33.6 million and 34.7 million for the
three-month periods ended May 3, 1996 and April 28, 1995, respectively.
Common stock equivalents includes awards, grants and stock options which have
been issued by the company. The common stock equivalents do not significantly
dilute basic earnings per share.
Reserve for losses on customer returns
At the time of sale, the company provides a reserve equal to the gross profit
on projected merchandise returns, based on its prior returns experience.
Financial instruments with off-balance-sheet risk
The company is party to financial instruments with off-balance-sheet risk in
the normal course of business to reduce its exposure to fluctuations in
foreign currency exchange rates and to meet financing needs.
The company enters into forward exchange contracts to hedge anticipated
foreign currency transactions during the upcoming seasons. The purpose of the
company's foreign currency hedging activities is to protect the company from
the risk that the eventual dollar cash flows resulting from these transactions
will be adversely affected by changes in exchange rates. At May 3, 1996, the
company had forward exchange contracts, maturing through May 1997, to sell
approximately 1.6 billion Japanese yen and 3.3 million British pounds, and to
purchase approximately 2.8 million Canadian dollars. The gains and losses on
7
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
the outstanding forward exchange contracts are reflected in the financial
statements in the period in which the currency fluctuation occurs.
The company also uses import letters of credit to purchase foreign-sourced
merchandise. The letters of credit are primarily U.S. dollar-denominated and
are issued through third-party financial institutions to guarantee payment for
such merchandise within agreed upon time periods. At May 3, 1996, the company
had outstanding letters of credit of approximately $23.0 million, all of which
had expiration dates of less than one year.
The counterparties to the financial instruments discussed above are primarily
two large financial institutions; management believes the risk of counterparty
nonperformance on these financial instruments is not significant.
Foreign currency transactions
Financial statements of the foreign subsidiaries are translated into U.S.
dollars in accordance with the provisions of Statement of Financial Accounting
Standards (SFAS) No. 52. Translation adjustments are accumulated in a
separate component of stockholder's equity. Foreign currency transaction
gains and losses reflected on the Consolidated Statement of Operations
included a loss of ($0.4) million and a gain of $.04 million for the three-
month periods ended May 3, 1996 and April 28, 1995, respectively.
Postretirement benefits
The company does not currently provide any postretirement benefits for
employees other than profit sharing and a 401(k) plan (see Note 7).
Reclassification
Certain financial statement amounts have been reclassified to be consistent
with the fiscal 1997 presentation.
Accounting Standards
In 1995, Statement of Financial Accounting Standards (SFAS) No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets
to be Disposed of," was issued. The company adopted SFAS No. 121 in fiscal
1997, and there has been no material impact on its consolidated financial
statements since adopting the standard.
NOTE 2. SHAREHOLDERS' INVESTMENT
Capital stock
The company currently has 160 million shares of $0.01 par value common stock.
The company is authorized to issue 5 million shares of preferred stock, $0.01
par value. The company's board of directors has the authority to issue shares
and to fix dividend, voting and conversion rights, redemption provisions,
liquidation preferences, and other rights and restrictions of the preferred
stock.
Treasury stock
The company's board of directors has authorized the purchase of a total of 8.2
million shares of the company's common stock. A total of 7.6 million and 7.5
million shares had been purchased as of May 3, and February 2, 1996,
respectively.
8
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
Stock awards and grants
The company has a restricted stock award plan. Under the provisions of the
plan, a committee of the company's board of directors may award shares of the
company's common stock to its officers and key employees. Such shares vest
over a 10-year period on a straight-line basis from the date of the award.
In addition, the company granted shares of its common stock to individuals as
an inducement to enter the employ of the company.
The following table reflects the activity under the stock award and stock
grant plans:
Awards Grants
Balance at January 28, 1994 149,160 10,000
Granted - -
Forfeited (15,940) (10,000)
Vested (17,860) -
Balance at January 27, 1995 115,360 0
Granted - -
Forfeited (2,700) -
Vested (15,980) -
Balance at February 2, 1996 96,680 0
Granted - -
Forfeited (2,800) -
Vested - -
Balance at May 3, 1996 93,880 0
The granting of these awards and grants has been recorded as deferred
compensation based on the fair market value of the shares at the date of
grant. Compensation expense under these plans is recorded as shares vest.
Stock options
The company has 2.5 million shares of common stock, either authorized and
unissued shares or treasury shares, that may be issued pursuant to the
exercise of options granted under the company's stock option plan. Options
are granted at the discretion of a committee of the company's board of
directors to officers and key employees of the company. No option may have an
exercise price less than the fair market value per share of the common stock
at the date of grant.
9
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
Activity under the stock option plan is as follows:
Average
Exercise Exercisable
Options Price Options
Balance at January 28, 1994 1,689,200 $13.31 340,000
Granted - -
Exercised (294,000) $ 6.72
Forfeited (928,800) $15.27
Balance at January 27, 1995 466,400 $13.56 195,480
Granted 342,100 $16.50
Exercised (116,000) $ 7.40
Forfeited (70,800) $17.55
Balance at February 2, 1996 621,700 $15.87 150,240
Granted 147,000 $17.25
Exercised (22,000) $13.73
Forfeited (64,400) $16.69
Balance at May 3, 1996 682,300 $16.16 180,650
The above options currently outstanding vest over a five-year period from the
date of grant. The outstanding options expire as follows:
2001 - 52,000
2002 - 40,000
2003 - 175,200
2005 - 268,100
2006 - 147,000
682,300
In 1995, the Financial Standards Board issued SFAS No. 123, "Accounting for
Stock-Based Compensation," which establishes financial accounting and
reporting standards for stock-based employee compensation. The company
adopted the disclosure requirements of this statement, and will continue to
apply the accounting provisions of Accounting Principles Board Opinion No. 25
to stock-based employee compensation arrangements, as is allowed by the
statement. The company adopted SFAS No. 123 in fiscal 1997, and there is no
material impact on its financial statements.
NOTE 3. INCOME TAXES
Under the liability method prescribed by the Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes," deferred taxes are provided
based upon enacted tax laws and rates applicable to the periods in which taxes
become payable.
10
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
Temporary differences that give rise to deferred tax assets and liabilities as
of May 3, and February 2, 1996, are as follows (in thousands):
May 3, February 2,
1996 1996
Deferred tax assets:
Catalog advertising $ (1,415) $ (1,415)
Inventory 8,602 8,602
Employee benefits 1,918 1,918
Reserve for returns 1,822 1,822
Other (13) (13)
Total $ 10,914 $ 10,914
Deferred tax liabilities
Depreciation 7,980 $ 7,980
Foreign operating
loss carryforwards (527) (527)
Valuation allowance 527 527
Other (768) (768)
Total $ 7,212 $ 7,212
The valuation allowance required under SFAS No. 109 has been established for
the deferred income tax benefits related to certain subsidiary loss
carryforwards, which management currently estimates may not be realized.
These carryforwards do not expire.
In the periods presented, the differences between income taxes at the
statutory federal income tax rate of 35 percent, and income taxes reported in
the consolidated statements of operations are due primarily to the effect of
state income taxes.
NOTE 4. LINES OF CREDIT
The company has unsecured domestic lines of credit with various U.S. banks
totaling $110 million. There were no amounts outstanding at May 3, and
February 2, 1996.
In addition, the company has unsecured lines of credit with foreign banks
totaling the equivalent of $28.5 million for a wholly owned foreign
subsidiary. There was $9.8 million outstanding at May 3, at interest rates
averaging 1.6%, compared to $9.3 million as of February 2, 1996.
NOTE 5. LONG-TERM DEBT
There was no long-term debt as of May 3, and February 2, 1996.
The company has an agreement that expires December 31, 1996, with a bank for a
$20 million credit facility available to fund treasury stock purchases and
capital expenditures.
11
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
NOTE 6. LEASES
The company leases store and office space and equipment under various leasing
arrangements. The leases are accounted for as operating leases. Total rental
expense under these leases was $3.2 million and $2.9 million for the three-
month periods ended May 3, 1996, and April 28, 1995, respectively.
Total future fiscal year commitments under these leases as of May 3, 1996, are
as follows (in thousands):
1997 (nine months) $ 7,764
1998 8,090
1999 5,410
2000 4,009
2001 2,458
After 2001 5,148
$32,879
NOTE 7. RETIREMENT PLAN
The company has a retirement plan which covers most regular employees and
provides for annual contributions at the discretion of the board of directors.
Also included in the plan is a 401(k) feature which allows employees to make
contributions and the company matches a portion of those contributions. Total
expense provided under this plan was $0.4 million and $0.5 million for the
three-month periods ended May 3, 1996 and April 28, 1995, respectively.
As of October 1, 1995, the "Lands' End, Inc. Retirement Plan" was amended to
allow certain participants to invest their elective contributions, employer
matching contributions and profit sharing contributions in a "Lands' End, Inc.
Stock Fund" established primarily for investing in common stock of the company
at the fair market value.
NOTE 8. ACQUISITIONS AND DIVESTITURE
In July 1994, the company formed a wholly owned subsidiary that acquired the
marketing rights and assets of MontBell America, Inc., which designs, develops
and distributes premier technical outdoor clothing and equipment through the
wholesale channel to outdoor specialty stores, primarily in the United States.
During the fourth quarter of fiscal 1996, the company sold the marketing
rights and assets of MontBell America, Inc., to a wholly owned subsidiary of
Outdoor Industry Group, Inc. of San Francisco. In connection with this sale,
the company took an after-tax charge to earnings of $1.1 million in fiscal
1996. This was in addition to the after-tax charge of $2.1 million taken as a
reserve in January of fiscal 1995 in anticipation of the sale.
In March 1993, the company purchased a majority interest in The Territory
Ahead, a catalog company that offers private label sportswear, accessories and
luggage. Beginning in 2003, the minority shareholders have the option to
require the company to purchase their shares, and the company will have the
option to require the minority shareholders to sell their shares in The
Territory Ahead. The price per share would be based on the fair market value
of The Territory Ahead.
12
LANDS' END, INC. & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Information pertaining to May 3, 1996, and the three months
ended May 3, 1996, and April 28, 1995, is unaudited)
Results of operations of MontBell America, Inc., and The Territory Ahead were
not material to the company, and as a result, no pro forma data is presented.
The transactions were accounted for using the purchase method. The excess of
the purchase price over the fair value of net assets was recorded as goodwill.
The operating results of MontBell America, Inc., and The Territory Ahead are
included in the consolidated financial statements of the company from their
respective dates of acquisition.
NOTE 9. SALES AND USE TAX
A 1992 Supreme Court decision confirmed that the Commerce Clause of the United
State Constitution prevents a state from requiring the collection of its use
tax by a mail order company unless the company has a physical presence in the
state. However, there continues to be uncertainty due to inconsistent
application of the Supreme Court decision by state and federal courts. The
company attempts to conduct its operations in compliance with its
interpretation of the applicable legal standard, but there can be no assurance
that such compliance will not be challenged.
In recent challenges various states have sought to require companies to begin
collection of use taxes and/or pay taxes from previous sales. The company has
not received assessments from any state. The amount of potential assessments,
if any, cannot be reasonably estimated.
The Supreme Court decision also established that Congress has the power to
enact legislation which would permit states to require collection of use taxes
by mail order companies. Congress has from time to time considered proposals
for such legislation. The company anticipates that any legislative change, if
adopted, would be applied only on a prospective basis.
13
Item 2. Management's Discussion
and Analysis
Results of Operations
Three Months Ended May 3, 1996, compared with
Three Months Ended April 28, 1995
The company's net sales in the first quarter of fiscal 1997 increased 2.3
percent to $211.8 million from $207.1 million in the first quarter of fiscal
1996. The increase in sales for the quarter just ended came from the
company's specialty and new businesses. In the first quarter, sales from the
company's core business, represented by the monthly and prospecting catalogs,
were relatively flat with the prior year. This trend has continued into the
second quarter. While the number of catalogs mailed during the quarter just
ended was about the same as in the prior year's first quarter, there was a 10
percent reduction in the average number of pages per catalog mailed.
The first quarter ending inventory was about $163 million, down 15 percent
from about $191 million in the prior year.
Gross profit in the quarter just ended was $94.7 million, or 44.7 percent of
net sales, compared with $90.7 million, or 43.8 percent of net sales, in the
first quarter of the prior year. The increase in gross profit margin was due
to relatively lower sales of liquidated merchandise at less steep markdowns
and lower merchandise costs, primarily the result of improvements in sourcing.
Liquidation sales during the quarter were lower than in the prior year,
primarily due to the change in the timing of the company's fall/winter
clearance catalog. Liquidations of excess inventory were about 7 percent of
the net sales in the quarter just ended, compared with 11 percent in the prior
year.
For the first quarter this year, selling, general and administrative expenses
decreased 2 percent to $87.1 million, compared with $88.7 million in the
similar quarter last year. As a percentage of net sales, SG&A was 41.1
percent, compared with 42.8 percent in the same period last year. The overall
improvement in the SG&A ratio during the quarter just ended was primarily the
result of increased sales per page mailed, especially in the Kids and Beyond
Buttondowns specialty catalogs, as well as lower order-fulfillment expense.
Higher paper prices continued to have a negative impact on SG&A, compared to
the prior year.
Net income for the quarter just ended was $4.4 million, or $0.13 per share, up
from the $1.3 million, or $0.04 cents per share in the prior year.
Seasonality of Business
The company's business is highly seasonal. Historically, a disproportionate
amount of the company's net sales and a majority of its profits have been
realized during the fourth quarter. If the company's sales were materially
different from seasonal norms during the fourth quarter, the company's annual
operating results could be materially affected. In addition, as the company
continues to refine its marketing efforts by experimenting with the timing of
its catalog mailings, quarter results may fluctuate. Accordingly, results for
the individual quarters are not necessarily indicative of the results to be
expected for the entire year.
14
Liquidity and capital resources
To date, the bulk of the company's working capital needs have been met through
funds generated from operations and from short-term bank loans. The company's
principal need for working capital has been to meet peak inventory
requirements associated with its seasonal sales pattern. In addition, the
company's resources have been used to purchase treasury stock and make asset
additions.
During fiscal 1995, the board of directors evaluated its dividend practice
whereby it had paid annual dividends. Given the company's intent to buy back
additional shares, the board determined that the current dividend practice was
no longer desirable, and payment of a cash dividend is not planned for the
foreseeable future.
The company continues to explore investment opportunities arising from the
expansion of its international businesses and the development of new
businesses. While this investment spending has had some negative impact on
earnings, it is not expected to have a material effect on liquidity.
At May 3, 1996, the company had unsecured domestic credit facilities totaling
$110 million, all of which was unused. The company also maintains foreign
credit lines for use in foreign operations totaling the equivalent of
approximately $28.5 million, of which $9.8 million was used at May 3, 1996.
The company has a separate $20 million bank facility available to fund
treasury stock purchases and capital expenditures. This facility runs through
December 31, 1996.
Since June 1989, the company's board of directors has authorized the company
from time to time to purchase a total of 8.2 million shares of treasury stock,
of which 7.9 million shares have been purchased as of June 13, 1996. There is
a balance of 0.3 million shares available to the company to purchase as of May
3, 1996.
Capital expenditures for fiscal 1997 are currently planned to be about $16
million, of which about $2 million had been expended through May 3, 1996.
Major projects include new computer hardware and software and leasehold
improvements for new retail stores. The company believes that its cash flow
from operations and borrowings under its current credit facilities will
provide adequate resources to meet its capital requirements and operational
needs for the foreseeable future.
Possible future changes
A 1992 Supreme Court decision confirmed that the Commerce Clause of the United
States Constitution prevents a state from requiring the collection of its use
tax by a mail order company unless the company has a physical presence in the
state. However, there continues to be uncertainty due to inconsistent
application of the Supreme Court decision by state and federal courts. The
company attempts to conduct its operations in compliance with its
interpretation of the applicable legal standard, but there can be no assurance
that such compliance will not be challenged.
In recent challenges, various states have sought to require companies to begin
collection of use taxes and/or pay taxes from previous sales. The company has
not received assessments from any state.
15
The Supreme Court decision also established that Congress has the power to
enact legislation that would permit states to require collection of use taxes
by mail order companies. Congress has from time to time considered proposals
for such legislation. The company anticipates that any legislative change, if
adopted, would be applied only on a prospective basis.
The possible future changes discussed above are forward looking, subject to
numerous uncertainties and accordingly, not necessarily indicative of actual
future results.
16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
There are no material legal proceedings presently pending, except for
routine litigation incidental to the business, to which Lands' End,
Inc., is a party or of which any of its property is the subject.
Items 2 and 3 are not applicable and have been omitted.
Item 4. Submission of Matters to a Vote of Security Holders
At the Annual Meeting of Shareholders held on May 22, 1996, pursuant
to the Notice of Annual Meeting of Shareholders and Proxy Statement
dated April 22, 1996.
(a) Each of the two nominees (Gary C. Comer and David B. Heller)
were elected as directors. Gary C. Comer had holders of
31,418,706 shares voted FOR and 257,024 shares WITHHELD. David
B. Heller had holders of 31,399,349 shares voted FOR and 276,381
shares WITHHELD;
(b) The appointment of Arthur Andersen LLP as independent public
accountants for the company for the fiscal year ending January
31, 1997, was ratified. (31,464,541 shares voted FOR, 189,646
shares voted AGAINST, and 21,543 shares ABSTAINED.)
Item 5 Other Information.
In May 1996, Bradley K. Johnson joined the company as senior vice
president and chief financial officer, a position previously held by
Stephen A. "Chip" Orum, who remains executive vice president and
chief operating officer. Johnson was with Wilsons The Leather
Experts, a subsidiary of Melville Co., in Minneapolis, most recently
as their vice president of operations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
The following exhibit is filed as part of this report:
Table Exhibit
Number Description Number
(11) Statement of computation of
earnings per share 1
(b) Reports on Form 8-K
There were no reports filed on Form 8-K during
the three-month period ended May 3, 1996.
17
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, its duly authorized officer and chief financial officer.
LANDS' END, INC.
Date: June 13, 1996 By /s/ BRADLEY K. JOHNSON
Bradley K. Johnson
Senior Vice President and
Chief Financial Officer
18
LIST OF DOCUMENTS INCORPORATED BY REFERENCE
In addition to the exhibits filed with this report, the exhibits listed below
have been heretofore filed with the Securities and Exchange Commission as
exhibits to the company's registration statement on Form S-8 (File No. 033-
63461) and on Form S-1 (File No. 33-08217) or to other filings with the
Commission and are incorporated herein as exhibits by reference, pursuant to
Rule 24 of the SEC Rules of Practice. The exhibit number of each document so
filed is stated next to the description of such exhibit. The file number for
all other documents is 1-9769.
Table Exhibit Document
Number Description of Item Number Description
(3) Articles of Incorporation and By-Laws:
Certificate of Incorporation of the
company, as amended through
October 3, 1986. 1 S-1
Amendment to Certificate of
Incorporation of the company, 3 10-Q
dated August 10, 1987. October 1987
Amendment to Certification of Incorporation 4 10-Q
of the company, dated May 20, 1994 July 1994
Amended and Restated by-Laws of
the company. 2 10-K 1993
(4) Equity Instrument and Agreements
relating to Debt Obligations:
Form of Certificate to evidence 1 10-Q
the Common stock. August 1990
First Amendment to the Lands' End 2 S-8
Retirement Plan. October 1995
(10) Material Contracts:
Form of letter from bank approving
the company's unsecured line of
credit and corresponding note. 7 10-K 1992
Term Loan Note and Loan Agreement
between the company and the
American National Bank and Trust 11 10-Q
Company of Chicago. August 1990
Fifth Amendment to Loan Agreement
between the company and the
American National Bank and Trust
Company of Chicago, dated 2 10-Q
November 22, 1994. October 1994
19
Table Exhibit Document
Number Description of Item Number Description
(10) Sixth Amendment to Loan Agreement
between the company and the
American National Bank and Trust
Company of Chicago, dated
December 6, 1995. 1 10-K 1996
Buying Agreement between the company 7 10-Q
and European Buying Agency, Ltd. November 1990
Salaried Incentive Bonus Plan 9 S-1
Second Amended and Restated 1989
Restricted Stock Plan of the 12 10-Q
company. November 1991
Stock Option Plan of the company 1 10-K 1995
Amended and Restated Retirement Plan,
dated February 1, 1992. 3 10-K 1994
Form of Director Deferred Compensation 10-Q
Agreement 1 July 1995
(13) Annual Report to Shareholders for the
fiscal year ended February 2, 1996 10-K 1996
20
Exhibit 11.1
COMPUTATION OF EARNINGS PER SHARE
LANDS' END, INC. & SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE
(In thousands, except per share amounts)
Three months ended
May 3, 1996 April 28, 1995
Net income............................. $ 4,409 $ 1,307
Average shares of common stock
outstanding during the period.......... 33,631 34,718
Incremental shares from assumed
exercise of stock options (primary).... 42 116
33,673 34,834
Primary earnings per share............. $ 0.13 $ 0.04
Average shares of common stock
outstanding during the period.......... 33,631 34,718
Incremental shares from assumed exercise
of stock options (fully diluted)....... 127 116
33,758 34,834
Fully diluted earnings per share....... $ 0.13 $ 0.04
Average shares of common stock
outstanding during the period.......... 33,631 34,718
Basic earnings per share............... $ 0.13 $ 0.04
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THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
CONSOLIDATED BALANCE SHEETS, CONSOLIDATED STATEMENTS OF OPERATIONS,
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BY REFERENCE TO SUCH FINANCIAL STATEMENTS AND EXHIBIT.
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