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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended August 2, 2024

-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: 001-09769

 

Lands’ End, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

36-2512786

 

 

 

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer
Identification No.)

 

1 Lands’ End Lane

Dodgeville, Wisconsin

53595

 

 

 

(Address of principal executive offices)

(Zip Code)

 

(608) 935-9341

(Registrant’s telephone number, including area code)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.01 per share

 

LE

 

The Nasdaq Stock Market LLC

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 No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer

 

Accelerated filer

 

 

 

Non-accelerated filer

 

Smaller reporting company

 

 

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

As of September 3, 2024, the registrant had 31,192,577 shares of common stock, $0.01 par value, outstanding.


 

LANDS’ END, INC.

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED AUGUST 2, 2024

 

TABLE OF CONTENTS

 

 

 

 

Page

 

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

1

 

 

 

 

 

Condensed Consolidated Statements of Operations

 

1

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Operations

 

2

 

 

 

 

 

Condensed Consolidated Balance Sheets

 

3

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows

 

4

 

 

 

 

 

Condensed Consolidated Statements of Changes in Stockholders’ Equity

 

5

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

6

 

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

19

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

 

33

 

 

 

 

Item 4.

Controls and Procedures

 

34

 

 

 

 

 

PART II. OTHER INFORMATION

 

35

 

 

 

 

Item 1.

Legal Proceedings

 

35

 

 

 

 

Item 1A.

Risk Factors

 

36

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

37

 

 

 

 

Item 5.

Other Information

 

37

 

 

 

 

Item 6.

Exhibits

 

38

 

 

 

 

 

 

Signatures

 

39

 

 


PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

LANDS’ END, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands, except per share data)

 

August 2,
2024

 

 

July 28,
2023

 

 

August 2,
2024

 

 

July 28, 2023

 

Net revenue

 

$

317,173

 

 

$

323,363

 

 

$

602,644

 

 

$

632,921

 

Cost of sales (exclusive of depreciation and amortization)

 

 

165,288

 

 

 

183,766

 

 

 

311,779

 

 

 

355,387

 

Gross profit

 

 

151,885

 

 

 

139,597

 

 

 

290,865

 

 

 

277,534

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling and administrative

 

 

135,510

 

 

 

123,866

 

 

 

262,911

 

 

 

242,380

 

Depreciation and amortization

 

 

8,692

 

 

 

9,543

 

 

 

17,697

 

 

 

18,844

 

Other operating expense, net

 

 

5,197

 

 

 

390

 

 

 

5,538

 

 

 

592

 

Operating income

 

 

2,486

 

 

 

5,798

 

 

 

4,719

 

 

 

15,718

 

Interest expense

 

 

10,447

 

 

 

12,024

 

 

 

20,783

 

 

 

24,307

 

Other (income), net

 

 

(84

)

 

 

(169

)

 

 

(172

)

 

 

(356

)

Loss before income taxes

 

 

(7,877

)

 

 

(6,057

)

 

 

(15,892

)

 

 

(8,233

)

Income tax (benefit) expense

 

 

(2,626

)

 

 

1,961

 

 

 

(4,199

)

 

 

1,437

 

NET LOSS

 

$

(5,251

)

 

$

(8,018

)

 

$

(11,693

)

 

$

(9,670

)

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

Diluted:

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

Diluted weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

1


LANDS’ END, INC.

Condensed Consolidated Statements of Comprehensive Operations

(Unaudited)

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

NET LOSS

 

$

(5,251

)

 

$

(8,018

)

 

$

(11,693

)

 

$

(9,670

)

Other comprehensive income (loss), net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

299

 

 

 

700

 

 

 

(214

)

 

 

781

 

COMPREHENSIVE LOSS

 

$

(4,952

)

 

$

(7,318

)

 

$

(11,907

)

 

$

(8,889

)

 

See accompanying Notes to Condensed Consolidated Financial Statements.

 

2


LANDS’ END, INC.

Condensed Consolidated Balance Sheets

(Unaudited)

 

 

(in thousands, except per share data)

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2,
2024

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

25,648

 

 

$

26,610

 

 

$

25,314

 

Restricted cash

 

 

2,239

 

 

 

1,833

 

 

 

1,976

 

Accounts receivable, net

 

 

27,420

 

 

 

25,095

 

 

 

35,295

 

Inventories, net

 

 

312,014

 

 

 

396,087

 

 

 

301,724

 

Prepaid expenses and other current assets

 

 

47,443

 

 

 

43,195

 

 

 

45,951

 

Total current assets

 

 

414,764

 

 

 

492,820

 

 

 

410,260

 

Property and equipment, net

 

 

106,758

 

 

 

125,325

 

 

 

118,033

 

Operating lease right-of-use asset

 

 

21,182

 

 

 

29,685

 

 

 

23,438

 

Goodwill

 

 

 

 

 

106,700

 

 

 

 

Intangible asset

 

 

257,000

 

 

 

257,000

 

 

 

257,000

 

Other assets

 

 

2,812

 

 

 

2,949

 

 

 

2,748

 

TOTAL ASSETS

 

$

802,516

 

 

$

1,014,479

 

 

$

811,479

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Current portion of long-term debt

 

$

13,000

 

 

$

13,750

 

 

$

13,000

 

Accounts payable

 

 

143,886

 

 

 

156,342

 

 

 

131,922

 

Lease liability – current

 

 

5,351

 

 

 

5,643

 

 

 

6,024

 

Accrued expenses and other current liabilities

 

 

91,190

 

 

 

100,632

 

 

 

108,972

 

Total current liabilities

 

 

253,427

 

 

 

276,367

 

 

 

259,918

 

Long-term borrowings under ABL Facility

 

 

20,000

 

 

 

70,000

 

 

 

 

Long-term debt, net

 

 

230,227

 

 

 

218,022

 

 

 

236,170

 

Lease liability – long-term

 

 

20,843

 

 

 

29,973

 

 

 

22,952

 

Deferred tax liabilities

 

 

48,631

 

 

 

51,066

 

 

 

48,020

 

Other liabilities

 

 

2,874

 

 

 

3,283

 

 

 

2,826

 

TOTAL LIABILITIES

 

 

576,002

 

 

 

648,711

 

 

 

569,886

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

Common stock, par value $0.01 authorized: 480,000 shares;
   issued and outstanding:
31,256, 32,087 and 31,433, respectively

 

 

313

 

 

 

321

 

 

 

315

 

Additional paid-in capital

 

 

354,768

 

 

 

360,091

 

 

 

356,764

 

(Accumulated deficit) Retained earnings

 

 

(112,284

)

 

 

21,597

 

 

 

(99,417

)

Accumulated other comprehensive loss

 

 

(16,283

)

 

 

(16,241

)

 

 

(16,069

)

TOTAL STOCKHOLDERS’ EQUITY

 

 

226,514

 

 

 

365,768

 

 

 

241,593

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

 

$

802,516

 

 

$

1,014,479

 

 

$

811,479

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

3


LANDS’ END, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$

(11,693

)

 

$

(9,670

)

Adjustments to reconcile net loss to net cash provided by operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

17,697

 

 

 

18,844

 

Amortization of debt issuance costs

 

 

1,354

 

 

 

1,634

 

Loss on disposal of property and equipment

 

 

52

 

 

 

100

 

Stock-based compensation

 

 

2,658

 

 

 

1,893

 

Deferred income taxes

 

 

329

 

 

 

4,905

 

Long-lived asset impairment

 

 

2,805

 

 

 

 

Other

 

 

(276

)

 

 

(255

)

Change in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

7,834

 

 

 

19,861

 

Inventories, net

 

 

(10,346

)

 

 

30,427

 

Accounts payable

 

 

14,023

 

 

 

(8,988

)

Other operating assets

 

 

(2,031

)

 

 

2,354

 

Other operating liabilities

 

 

(17,497

)

 

 

(6,278

)

Net cash provided by operating activities

 

 

4,909

 

 

 

54,827

 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Sales of property and equipment

 

 

20

 

 

 

 

Purchases of property and equipment

 

 

(11,470

)

 

 

(22,862

)

Net cash used in investing activities

 

 

(11,450

)

 

 

(22,862

)

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Proceeds from borrowings under ABL Facility

 

 

49,000

 

 

 

118,000

 

Payments of borrowings under ABL Facility

 

 

(29,000

)

 

 

(148,000

)

Payments on term loan

 

 

(6,500

)

 

 

(6,875

)

Payments of debt issuance costs

 

 

(724

)

 

 

(45

)

Payments for taxes related to net share settlement of equity awards

 

 

(1,041

)

 

 

(1,199

)

Purchases and retirement of common stock, including excise tax paid

 

 

(4,845

)

 

 

(6,789

)

Net cash provided by (used in) financing activities

 

 

6,890

 

 

 

(44,908

)

Effects of exchange rate changes on cash, cash equivalents and restricted cash

 

 

248

 

 

 

(5

)

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND
      RESTRICTED CASH

 

 

597

 

 

 

(12,948

)

CASH, CASH EQUIVALENTS AND RESTRICTED CASH,
      BEGINNING OF PERIOD

 

 

27,290

 

 

 

41,391

 

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD

 

$

27,887

 

 

$

28,443

 

SUPPLEMENTAL CASH FLOW DATA

 

 

 

 

 

 

Unpaid liability to acquire property and equipment

 

$

1,698

 

 

$

3,551

 

Income taxes paid (refunded)

 

$

67

 

 

$

(298

)

Interest paid

 

$

20,636

 

 

$

22,138

 

Operating lease right-of-use-assets obtained in exchange for lease liabilities

 

$

 

 

$

1,542

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

4


LANDS’ END, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the 26 weeks ended August 2, 2024

(Unaudited)

 

 

 

Common Stock Issued

 

 

Additional
Paid-in

 

 

Accumulated

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders’

 

(in thousands)

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Loss

 

 

Equity

 

Balance at February 2, 2024

 

 

31,433

 

 

$

315

 

 

$

356,764

 

 

$

(99,417

)

 

$

(16,069

)

 

$

241,593

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(6,442

)

 

 

 

 

 

(6,442

)

Cumulative translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(513

)

 

 

(513

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,226

 

 

 

 

 

 

 

 

 

1,226

 

Vesting of restricted shares

 

 

90

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock withheld related to net share
      settlement of equity awards

 

 

(31

)

 

 

 

 

 

(249

)

 

 

 

 

 

 

 

 

(249

)

Purchases and retirement of common stock

 

 

(85

)

 

 

(1

)

 

 

(870

)

 

 

(143

)

 

 

 

 

 

(1,014

)

Balance at May 3, 2024

 

 

31,407

 

 

$

314

 

 

$

356,871

 

 

$

(106,002

)

 

$

(16,582

)

 

$

234,601

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(5,251

)

 

 

 

 

 

(5,251

)

Cumulative translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

299

 

 

 

299

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,432

 

 

 

 

 

 

 

 

 

1,432

 

Vesting of restricted shares

 

 

160

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Common stock withheld related to net share
      settlement of equity awards

 

 

(57

)

 

 

 

 

 

(792

)

 

 

 

 

 

 

 

 

(792

)

Purchases and retirement of common stock, including excise tax

 

 

(254

)

 

 

(2

)

 

 

(2,742

)

 

 

(1,031

)

 

 

 

 

 

(3,775

)

Balance at August 2, 2024

 

 

31,256

 

 

$

313

 

 

$

354,768

 

 

$

(112,284

)

 

$

(16,283

)

 

$

226,514

 

 

For the 26 weeks ended July 28, 2023

(Unaudited)

 

 

 

Common Stock Issued

 

 

Additional
Paid-in

 

 

(Accumulated Deficit) Retained

 

 

Accumulated
Other
Comprehensive

 

 

Total
Stockholders’

 

(in thousands)

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Loss

 

 

Equity

 

Balance at January 27, 2023

 

 

32,626

 

 

$

326

 

 

$

366,181

 

 

$

31,267

 

 

$

(17,022

)

 

$

380,752

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(1,652

)

 

 

 

 

 

(1,652

)

Cumulative translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81

 

 

 

81

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,083

 

 

 

 

 

 

 

 

 

1,083

 

Vesting of restricted shares

 

 

408

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Common stock withheld related to net share
      settlement of equity awards

 

 

(144

)

 

 

 

 

 

(1,199

)

 

 

 

 

 

 

 

 

(1,199

)

Purchases and retirement of common stock

 

 

(430

)

 

 

(4

)

 

 

(3,777

)

 

 

 

 

 

 

 

 

(3,781

)

Balance at April 28, 2023

 

 

32,460

 

 

$

325

 

 

$

362,285

 

 

$

29,615

 

 

$

(16,941

)

 

$

375,284

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(8,018

)

 

 

 

 

 

(8,018

)

Cumulative translation adjustment, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

 

 

700

 

 

 

700

 

Stock-based compensation expense

 

 

 

 

 

 

 

 

810

 

 

 

 

 

 

 

 

 

810

 

Vesting of restricted shares

 

 

2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases and retirement of common stock

 

 

(375

)

 

 

(4

)

 

 

(3,004

)

 

 

 

 

 

 

 

 

(3,008

)

Balance at July 28, 2023

 

 

32,087

 

 

$

321

 

 

$

360,091

 

 

$

21,597

 

 

$

(16,241

)

 

$

365,768

 

 

 

See accompanying Notes to Condensed Consolidated Financial Statements.

5


LANDS’ END, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

 

Description of Business

 

Lands’ End, Inc. (“Lands’ End” or the “Company”) is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands’ End offers products online at www.landsend.com, through third-party distribution channels, our own Company Operated stores and third-party license agreements. Lands’ End also offers products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands’ End is a classic American lifestyle brand that creates solutions for life’s every journey. References to www.landsend.com do not constitute incorporation by reference of the information at www.landsend.com, and such information is not part of this Quarterly Report on Form 10-Q or any other filings with the SEC, unless otherwise explicitly stated.

 

Terms that are commonly used in the Company’s Notes to Condensed Consolidated Financial Statements are defined as follows:

 

ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date

 

ASC – Financial Accounting Standards Board Accounting Standards Codification, which serves as the source for authoritative GAAP, as supplemented by rules and interpretive releases by the SEC which are also sources of authoritative GAAP for SEC registrants

 

Company Operated stores – Lands’ End retail stores in the Retail distribution channel

 

Current Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto

 

Debt Facilities – Collectively, the Current Term Loan Facility and ABL Facility

 

Deferred Awards – Time vesting stock awards

 

FASB – Financial Accounting Standards Board

 

Fiscal 2024 – The 52 weeks ending January 31, 2025

 

Fiscal 2023 – The 53 weeks ended February 2, 2024

 

Former Term Loan Facility – Term loan credit agreement, dated as of September 9, 2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto

 

GAAP – Accounting principles generally accepted in the United States

 

LIBOR – London inter-bank offered rate

 

Option Awards – Stock option awards

 

Performance Awards – Performance-based stock awards

 

SEC – United States Securities and Exchange Commission

 

SOFR – Secured Overnight Funding Rate

 

Target Shares – Number of restricted stock units awarded to a recipient which reflects the number of shares to be delivered based on achievement of target performance goals

6


 

Term Loan Adjusted SOFR – SOFR plus adjustments of either (a) 0.11448% for a one-month interest period, (b) 0.26161% for a three-month interest period, or (c) 0.42826% for a six-month interest period

 

Basis of Presentation

 

The Condensed Consolidated Financial Statements include the accounts of Lands’ End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands’ End Annual Report on Form 10-K filed with the SEC on April 3, 2024.

 

Macroeconomic Challenges

 

Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Additionally, the variable interest rates associated with our Debt Facilities are negatively affected by higher interest rate environments. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products.

 

Restructuring

 

During Fiscal 2023, the Company reduced approximately 10% of its corporate office and Hong Kong sourcing office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the Hong Kong sourcing office were organizational changes to move positions to the Company’s corporate headquarters to centralize product development to better align with the Company’s speed-to-market initiatives. The reductions in the corporate office positions were made to better align with the evolving needs of the business and to invest in key growth areas. For the 26 weeks ended August 2, 2024, the Company incurred restructuring charges, primarily severance and benefit costs, related to cost optimization of business operations and strategic initiatives.

 

The Company incurred $2.3 million and $0.4 million of restructuring costs during the 13 weeks ended August 2, 2024 and July 28, 2023, respectively. Restructuring costs of $2.7 million and $0.4 million were incurred during the 26 weeks ended August 2, 2024 and July 28, 2023, respectively, and were recorded in Other operating expense, net in the Condensed Consolidated Statements of Operations. As of August 2, 2024, approximately $2.9 million of the restructuring costs had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

 

Long-lived Asset Impairment Analysis

Property and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”) the Company reviewed the long-lived asset groups for impairment as of August 2, 2024.

 

During the 13 weeks ended August 2, 2024, the Company considered management’s decision to replace the existing information technology infrastructure with an enterprise resource planning (“ERP”) software system within the next 18 to 24 months to be a triggering event. The Company determined that certain long-lived assets, primarily capitalized internal-use software projects and computer software, would no longer be utilized or have future benefit with the planned ERP platform and recognized impairment in the amount of $2.8 million during the 13 weeks and 26 weeks ended August 2, 2024, respectively, recorded in Other operating expense, net in the Condensed Consolidated Statement of Operations.

The Company Operated store long-lived asset group, including Operating right-of-use assets, are regularly reviewed for impairment indicators. Impairment is assessed at the individual store level which is the lowest level of identifiable cash flows and considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between the estimated fair value of the asset and its

7


carrying value, net of salvage, and any costs of disposition. The fair value estimate is generally the discounted amount of estimated store-specific cash flows. No impairment was recognized for Operating lease right-of-use assets and property and equipment, net for individual identified Company Operated stores as of August 2, 2024 and July 28, 2023, respectively.

The Company reviewed the remaining long-lived asset groups for impairment as of August 2, 2024. The Company assessed the recoverability of our long-lived asset groups by comparing their projected undiscounted cash flows associated over remaining estimated useful lives of the primary asset in the long-lived asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As a result of the testing, the undiscounted cash flows of the remaining asset groups exceeded their respective carrying amounts resulting in no impairment as of August 2, 2024.

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-07 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for the annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of ASU 2024-02 on the Company’s Condensed Consolidated Financial Statements.

NOTE 3. LOSS PER SHARE

 

The numerator for both basic and diluted earnings (loss) per share is net income (loss) attributable to the Company. The denominator for basic earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings Per Share. Potentially dilutive securities for the diluted earnings (loss) per share calculations consist of non-vested equity shares of common stock and in-the-money outstanding options where the current stock price exceeds the option strike price.

 

8


The following table summarizes the components of basic and diluted loss per share:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands, except per share amounts)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(5,251

)

 

$

(8,018

)

 

$

(11,693

)

 

$

(9,670

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

Dilutive impact of stock awards

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

Diluted

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive shares excluded from diluted loss per common share calculation

 

 

509

 

 

 

1,618

 

 

 

806

 

 

 

1,411

 

 

Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss.

NOTE 4. OTHER COMPREHENSIVE LOSS

 

Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments. Our foreign subsidiaries use their foreign currency as their functional currency. Functional currency assets and liabilities are translated into U.S. Dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated transactions gains or losses are reclassified into net income.

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Beginning balance: Accumulated other comprehensive loss
      (net of tax of $
4,068, $4,503, $4,271 and $4,525, respectively)

 

$

(16,582

)

 

$

(16,941

)

 

$

(16,069

)

 

$

(17,022

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments (net of tax of ($79), ($186), ($282) and ($208), respectively)

 

 

299

 

 

 

700

 

 

 

(214

)

 

 

781

 

Ending balance: Accumulated other comprehensive loss
      (net of tax of $
3,989, $4,317, $3,989 and $4,317, respectively)

 

$

(16,283

)

 

$

(16,241

)

 

$

(16,283

)

 

$

(16,241

)

 

No amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.

NOTE 5. DEBT

 

ABL Facility

 

The Company’s $275.0 million committed revolving ABL Facility includes a $70.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs and matures on July 29, 2026. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $275.0 million (“ABL Facility Limit”) or (2) the Borrowing Base or Loan Cap which

9


is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility.

The following table summarizes the Company’s ABL Facility borrowing availability:

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

ABL Facility limit

 

$

275,000

 

 

 

 

$

275,000

 

 

 

 

$

275,000

 

 

 

Borrowing Base

 

 

145,620

 

 

 

 

 

207,326

 

 

 

 

 

176,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding borrowings

 

 

20,000

 

 

6.68%

 

 

70,000

 

 

6.82%

 

 

 

 

 

Outstanding letters of credit

 

 

8,101

 

 

 

 

 

8,554

 

 

 

 

 

9,070

 

 

 

ABL Facility utilization at end of period

 

 

28,101

 

 

 

 

 

78,554

 

 

 

 

 

9,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABL Facility borrowing availability

 

$

117,519

 

 

 

 

$

128,772

 

 

 

 

$

167,241

 

 

 

 

Effective with the Fourth Amendment to the ABL Facility executed May 12, 2023, the benchmark interest rate was changed from LIBOR to SOFR plus an adjustment of 0.10% for all loans (“ABL Adjusted SOFR”). Loan interest rates are selected at the borrower’s election, is either (1) ABL Adjusted SOFR, or (2) a base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the one-month ABL Adjusted SOFR rate plus 1.00%, or (c) the Wells Fargo “prime rate”. The borrowing margin for ABL Adjusted SOFR loans is (i) less than $95.0 million, 1.25%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 1.50%, and (iii) greater than or equal to $180.0 million, 1.75%. For base rate loans, the borrowing margin is (i) less than $95.0 million, 0.50%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 0.75%, and (iii) greater than or equal to $180.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The Fourth Amendment had no material interest rate impact.

 

The ABL Facility fees include (i) commitment fees of 0.25% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. As of August 2, 2024, the Company had $20.0 million borrowings outstanding under the ABL Facility.

 

Long-Term Debt

 

On December 29, 2023, the Company entered into the Current Term Loan Facility which provides borrowings of $260.0 million, the proceeds of which were used to repay all of the indebtedness under the Former Term Loan Facility and to pay fees and expenses in connection with the financing. Origination costs, including a 3% original issue discount of $7.8 million and debt origination fees of $3.8 million, were incurred in connection with entering into the Current Term Loan Facility. The original issue discount and the debt origination fees are presented as a direct deduction from the carrying value of the Current Term Loan Facility and Former Term Loan Facility and are amortized over the term of the loan to Interest expense in the Condensed Consolidated Statements of Operations.

 

The Current Term Loan Facility will mature on December 29, 2028, and will amortize at a rate equal to 1.25% per quarter. Depending upon the Company’s Total Leverage Ratio, as defined in the Current Term Loan Facility, mandatory prepayments in an amount equal to a percentage of the Company’s excess cash flows in each fiscal year, ranging from 0% to 75% are required. The Current Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) on or before December 29, 2024 would result in a prepayment premium equal to 3% of the principal amount of the loan prepaid plus a yield maintenance fee, (ii) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (iii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iv) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (v) thereafter no prepayment premium is due.

 

10


The Company’s long-term debt consisted of the following:

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

Former Term Loan Facility

 

$

 

 

—%

 

$

237,188

 

 

14.97%

 

$

 

 

—%

Current Term Loan Facility

 

 

253,500

 

 

13.70%

 

 

 

 

—%

 

 

260,000

 

 

13.70%

Less: Current portion of long-term debt

 

 

13,000

 

 

 

 

 

13,750

 

 

 

 

 

13,000

 

 

 

Less: Unamortized debt issuance costs

 

 

10,273

 

 

 

 

 

5,416

 

 

 

 

 

10,830

 

 

 

Long-term debt, net

 

$

230,227

 

 

 

 

$

218,022

 

 

 

 

$

236,170

 

 

 

 

The interest rates per annum applicable to the loans under the Current Term Loan Facility are based on a fluctuating rate of interest equal to, at the Company’s election, either (1) Term Loan Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate loan plus an applicable margin. The applicable margin is based on the Company’s net leverage and will be, (i) for Term Loan Adjusted SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

 

Effective with the First Amendment to the Former Term Loan Facility executed June 22, 2023, the interest rate benchmark changed from LIBOR to Term Loan Adjusted SOFR. The annual interest rate applicable to the loans under the Former Term Loan Facility was based on a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) a Term Loan Adjusted SOFR rate plus 9.75% or (2) an alternative base rate (which is the greater of (i) the prime rate published in the Wall Street Journal, (ii) the federal funds rate, which was to be no lower than 0.00% plus ½ of 1.00%, or (iii) the one month Term Loan Adjusted SOFR rate plus 1.00% per annum) plus 8.75%.

 

Both the Current and Former Term Loan Facilities contain customary agency fees.

 

Debt Facilities

 

Guarantees; Security

 

All obligations under the Debt Facilities are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries. The ABL Facility is secured by a first priority security interest in certain working capital of the borrowers and guarantors consisting primarily of accounts receivable and inventory. The Current Term Loan Facility is also secured by a second priority security interest in the same collateral, with certain exceptions.

 

The Current Term Loan Facility is also secured by a first priority security interest in certain property and assets, including certain fixed assets such as real estate, stock of subsidiaries and intellectual property, in each case, subject to certain exceptions. The ABL Facility is also secured by a second priority interest in the same collateral, with certain exceptions.

 

Representations and Warranties; Covenants

 

Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict Lands’ End, Inc.’s and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business.

 

The Current Term Loan Facility contains financial covenants, including a quarterly maximum total leverage ratio test and a monthly minimum liquidity test.

 

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $15.0 million, the Company will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

 

11


The Debt Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

 

As of August 2, 2024, the Company was in compliance with its financial covenants in the Debt Facilities.

Events of Default

 

The Debt Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

NOTE 6. STOCK-BASED COMPENSATION

 

The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.

 

The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):

 

Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.
Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, financial performance criteria and/or stock performance criteria that must be achieved for the awards to be earned. For the Performance Awards granted in Fiscal 2024, a portion have financial performance criteria and a portion have stock performance criteria. Certain Performance Awards granted in Fiscal 2024 vest up to 100% of the specified number of shares, contingent upon the Company’s common stock achieving a specified average per share closing stock price over a specified number of trading days, and other Performance Awards granted in Fiscal 2024 vest based on financial performance criteria. For Performance Awards with financial performance criteria, the Target Shares earned can range from 50% to 200% (such result, the “Earned Shares”) once minimum thresholds have been reached and depend on the achievement of certain financial measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. The Performance Awards granted in Fiscal 2023 are also subject to a relative total shareholder return (“TSR”) modifier which is based on the Company’s total return to stockholders over the measurement period relative to a custom peer group. The Fiscal 2023 Performance Award TSR modifier can result in an adjustment of 75% to 125% of the Earned Shares, subject to an overall cap of 200% of Target Shares and a modifier limitation to 100% of Target Shares in the event TSR is negative. For Fiscal 2024 Performance Awards with stock performance criteria, the Target Shares earned can range from 0% to 100% based on the Company’s highest average per share common stock closing stock price measured over any 20 consecutive trading-day period for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. Performance Awards are also subject to limitations under the Company’s stockholder approved stock plans. The applicable percentage of the Target Shares, as determined by financial performance or stock price performance, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors, and unearned Target Shares are forfeited. The fair value of the Performance Awards granted prior to Fiscal 2023, as well as the portion of the Fiscal 2024 Performance Awards with financial performance criteria, are based on the closing price of the Company’s common stock on the grant date. For the portion of the Performance Awards granted in Fiscal 2024 with stock performance criteria and the Performance Awards granted in Fiscal 2023 with a relative TSR modifier, the grant date fair value is based on the Monte Carlo simulation model. Stock-based compensation expense, including awards with market conditions, 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. The Company accrues for Performance Awards

12


on a 100% payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured.
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 over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.

 

The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred awards

 

$

943

 

 

$

1,242

 

 

$

1,865

 

 

$

2,221

 

Performance awards (1)

 

 

385

 

 

 

(536

)

 

 

585

 

 

 

(536

)

Option awards

 

 

104

 

 

 

104

 

 

 

208

 

 

 

208

 

Total stock-based compensation expense

 

$

1,432

 

 

$

810

 

 

$

2,658

 

 

$

1,893

 

 

(1)
Net credit expense for the 13 and 26 weeks ended July 28, 2023 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.

 

Deferred Awards

 

The following table provides a summary of the Deferred Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Deferred Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Deferred Awards as of February 2, 2024

 

 

959

 

 

$

11.44

 

Granted

 

 

307

 

 

 

11.34

 

Vested

 

 

(250

)

 

 

14.78

 

Forfeited or expired

 

 

(75

)

 

 

10.97

 

Unvested Deferred Awards as of August 2, 2024

 

 

941

 

 

$

10.56

 

 

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $7.0 million as of August 2, 2024, which is expected to be recognized ratably over a weighted average period of 2.1 years. The total fair value of Deferred Awards vested during the 26 weeks ended August 2, 2024 and July 28, 2023 was $3.7 million and $5.1 million, respectively. The Deferred Awards granted to employees during the 26 weeks ended August 2, 2024 vest over a period of three years.

 

Performance Awards

 

The following table provides a summary of the Performance Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Performance Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Performance Awards as of February 2, 2024

 

 

607

 

 

$

13.14

 

Granted

 

 

264

 

 

 

10.30

 

Change in estimate - performance

 

 

(57

)

 

 

29.95

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(23

)

 

 

12.87

 

Unvested Performance Awards as of August 2, 2024

 

 

791

 

 

$

11.00

 

 

13


Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $3.7 million as of August 2, 2024 which is expected to be recognized ratably over a weighted average period of 2.2 years. The Performance Awards granted to employees during the 26 weeks ended August 2, 2024 vest, if earned, after completion of the applicable three-year performance period.

 

Option Awards

 

The following table provides a summary of the Option Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Option Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Option Awards outstanding as of February 2, 2024

 

 

511

 

 

$

16.08

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Expired

 

 

(294

)

 

 

18.10

 

Option Awards outstanding as of August 2, 2024

 

 

217

 

 

$

13.34

 

 

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of August 2, 2024:

 

(in thousands, except contractual life and exercise price amounts)

 

Option Awards

 

 

Weighted
Average
Remaining Contractual Life (Years)

 

 

Weighted
Average
Exercise Price

 

 

Aggregate Intrinsic Value

 

Option Awards vested and expected to vest

 

 

217

 

 

 

7.02

 

 

$

13.34

 

 

$

854

 

Option Awards exercisable

 

 

91

 

 

 

5.30

 

 

$

16.84

 

 

$

213

 

 

Total unrecognized stock-based compensation expense related to Option Awards expected to vest was approximately $0.5 million as of August 2, 2024, which is expected to be recognized over a weighted average period of 1.3 years.

NOTE 7. STOCKHOLDERS’ EQUITY

 

Share Repurchase Program

 

On June 28, 2022, the Company announced that its Board of Directors authorized the Company to repurchase up to $50.0 million of the Company’s common stock through February 2, 2024 (the “2022 Share Repurchase Program”). Under the 2022 Share Repurchase Program, the Company could repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases were determined by the Company’s management depending upon market conditions and other factors and at times were made pursuant to a Rule 10b5-1 trading plan. The 2022 Share Repurchase Program expired on February 2, 2024.

 

On March 15, 2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of the Company’s common stock through March 31, 2026 (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company may repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases will be determined by the Company’s management depending upon market conditions and other factors and may be made pursuant to a Rule 10b5-1 trading plan. The 2024 Share Repurchase Program may be suspended or discontinued at any time. As of August 2, 2024, additional purchases of up to $20.3 million could be made under the 2024 Share Repurchase Program. All repurchases are subject to compliance with the Current Term Loan Facility which imposes a per fiscal year limitation on share repurchases.

14


The following table summarizes the Company’s share repurchases for the 13 and 26 weeks ended August 2, 2024 (under the 2024 Share Repurchase Program) and July 28, 2023 (under the 2022 Share Repurchase Program):

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(Shares and $ in thousands except average per share cost)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Number of shares repurchased

 

 

254

 

 

 

403

 

 

 

339

 

 

 

833

 

Total cost

 

$

3,731

 

 

$

3,000

 

 

$

4,744

 

 

$

6,772

 

Average per share cost (1)

 

$

14.70

 

 

$

7.45

 

 

$

13.99

 

 

$

8.13

 

 

(1)
Average price paid per share excludes broker commissions and excise tax.

 

The Company retired all shares that were repurchased through the 2024 Share Repurchase Program and the 2022 Share Repurchase Program during the 26 weeks ended August 2, 2024 and July 28, 2023, respectively. In accordance with the FASB ASC 505—Equity, the par value of the shares retired was charged against Common stock and the remaining purchase price was allocated between Additional paid-in capital and (Accumulated deficit) Retained earnings. The portion charged against Additional paid-in capital is determined based on the Additional paid-in capital per share amount recorded in the initial issuance of the shares with the remaining to (Accumulated deficit) Retained earnings. Shares purchased at a price less than that of initial issuance is charged only against Additional paid-in capital. The total cost of the broker commissions and excise tax is charged directly to (Accumulated deficit) Retained earnings. For the shares retired during the 13 and 26 weeks ended August 2, 2024, $1.0 million and $1.2 million, respectively, was charged to (Accumulated deficit) Retained Earnings. For the shares retired during the 13 and 26 weeks ended July 28, 2023, no amount was charged to (Accumulated deficit) Retained earnings.

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consisted of the following:

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

Deferred gift card revenue

 

$

34,179

 

 

$

33,556

 

 

$

35,604

 

Accrued employee compensation and benefits

 

 

20,238

 

 

 

22,922

 

 

 

28,449

 

Reserve for sales returns and allowances

 

 

14,907

 

 

 

18,404

 

 

 

21,560

 

Deferred revenue

 

 

9,302

 

 

 

8,081

 

 

 

4,314

 

Accrued property, sales and other taxes

 

 

7,412

 

 

 

8,300

 

 

 

8,795

 

Other

 

 

5,152

 

 

 

9,369

 

 

 

10,250

 

Total Accrued expenses and other current liabilities

 

$

91,190

 

 

$

100,632

 

 

$

108,972

 

 

NOTE 9. FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES

 

Cash and cash equivalents and restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value based on Level 1 inputs. Cash and cash equivalents and restricted cash amounts are valued based upon statements received from financial institutions. The fair value of restricted cash was $2.2 million, $1.8 million and $2.0 million as of August 2, 2024, July 28, 2023 and February 2, 2024, respectively.

Carrying amounts and fair values of long-term debt, including current portion, in the Condensed Consolidated Balance Sheets are as follows:

 

 

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

(in thousands)

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

Long-term debt, including current portion

 

$

253,500

 

 

$

246,160

 

 

$

237,188

 

 

$

226,786

 

 

$

260,000

 

 

$

258,139

 

 

The Company’s valuation of long-term debt, including current portion, at fair value is considered a Level 3 instrument under the fair value hierarchy. The Company’s valuation techniques include the Black-Derman-Toy (“BDT”) model as well as market inputs from management. The BDT modeling approach is particularly relevant given the Current Term Loan Facility’s features, including the optional redemption provision. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of August 2, 2024, July 28, 2023 and February 2, 2024.

15


NOTE 10. INCOME TAXES

 

Provision for Income Taxes

 

At the end of each quarter, the Company estimates its effective income tax rate pursuant to ASC 740. The rate for the period consists of the tax rate expected to be applied for the full year to ordinary income adjusted for any discrete items recorded in the period.

The Company recorded a tax benefit at an overall effective tax rate of 33.4% for the 13 weeks ended August 2, 2024, and a tax expense at an overall effective tax rate of (32.4)% for the 13 weeks ended July 28, 2023. The Company recorded a tax benefit at an overall rate of 26.4% for the 26 weeks ended August 2, 2024 and a tax expense at an overall rate of (17.5)% for the 26 weeks ended July 28, 2023. The overall effective tax rates for the 13 and 26 weeks ended August 2, 2024 vary from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impact of stock-based compensation adjustments. The overall effective tax rate for the 13 and 26 weeks ended July 28, 2023 reflects a one-time tax expense related to the write-off of deferred tax benefits for stock-based compensation.

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on results of operations, cash flows or financial position taken as a whole.

NOTE 12. SEGMENT REPORTING

 

For the 26 weeks ended August 2, 2024, the Company’s operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party and Retail.

 

The Company determined that each of the operating segments have similar economic and other qualitative characteristics, thus the results of the operating segments are aggregated into one external reportable segment.

 

Lands’ End identifies five separate distribution channels for revenue reporting purposes:

 

U.S. eCommerce offers products through the Company’s eCommerce website.

 

International offers products primarily to consumers located in Europe and through the Company’s eCommerce international websites and third-party affiliates.

 

Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.

 

Third Party sells the same products as U.S. eCommerce but direct to consumers through third-party marketplace websites and through domestic wholesale relationships. In addition, Third Party generates revenue from licensing agreements.

Retail sells products through the Company Operated stores.

 

16


Net revenue is presented by distribution channel in the following tables:

 

 

 

13 Weeks Ended

 

% of Net

 

 

13 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

188,336

 

 

59.4

%

 

$

195,921

 

 

60.6

%

International

 

 

22,950

 

 

7.2

%

 

 

22,818

 

 

7.1

%

Outfitters

 

 

63,159

 

 

19.9

%

 

 

67,984

 

 

21.0

%

Third Party

 

 

30,114

 

 

9.5

%

 

 

24,395

 

 

7.5

%

Retail

 

 

12,614

 

 

4.0

%

 

 

12,245

 

 

3.8

%

Total Net revenue

 

$

317,173

 

 

 

 

$

323,363

 

 

 

 

 

 

26 Weeks Ended

 

% of Net

 

 

26 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

358,868

 

 

59.5

%

 

$

373,623

 

 

59.0

%

International

 

 

47,918

 

 

8.0

%

 

 

48,210

 

 

7.6

%

Outfitters

 

 

105,836

 

 

17.6

%

 

 

141,953

 

 

22.4

%

Third Party

 

 

67,568

 

 

11.2

%

 

 

47,384

 

 

7.5

%

Retail

 

 

22,454

 

 

3.7

%

 

 

21,751

 

 

3.5

%

Total Net revenue

 

$

602,644

 

 

 

 

$

632,921

 

 

 

 

NOTE 13. REVENUE

 

Net Revenue

 

Product Sales

 

Revenue includes sales of merchandise and delivery revenue related to merchandise sold. Substantially all of the Company’s revenue is recognized when control of product passes to customers, which for the U.S. eCommerce, International, Outfitters and Third Party distribution channels is when the merchandise is expected to be received by the customer and for the Retail distribution channel is at the time of sale in the store. The Company recognizes revenue, including shipping and handling fees billed to customers, in the amount expected to be received when control of the Company’s products transfers to customers, and is presented net of various forms of promotions, which range from contractually fixed percentage price reductions to sales returns, discounts, and other incentives that may vary in amount. Variable amounts are estimated based on an analysis of historical experience and adjusted as better estimates become available.

 

The Company’s revenue is disaggregated by distribution channel and geographic location. Revenue by distribution channel is presented in Note 12, Segment Reporting. Revenue by geographic location was:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

291,041

 

 

$

296,653

 

 

$

548,548

 

 

$

577,057

 

Europe

 

 

23,330

 

 

 

23,305

 

 

 

48,638

 

 

 

49,182

 

Other

 

 

2,802

 

 

 

3,405

 

 

 

5,458

 

 

 

6,682

 

Total Net revenue

 

$

317,173

 

 

$

323,363

 

 

$

602,644

 

 

$

632,921

 

 

Licensing Agreements

 

The Company generates royalty revenue from licensing the right to use its trademarks to third parties. The licensing agreements generally are exclusive to a product category, selling channel and/or geography, have terms in excess of one year, provide for annual guaranteed minimum royalties and, in most cases, include renewal options. In certain agreements, the licensee pays the Company a fulfillment fee for licensed product sold on the Company’s website and fulfilled from the Company’s distribution center. The trademark royalty revenue and fulfillment fee are included in Net revenue and reported in the Third Party distribution channel. See Note 12, Segment Reporting.

17


In exchange for providing these rights, the license agreements require the licensees to pay the Company a trademark royalty based on net sales as defined in the license agreements. The Company recognizes sales-based royalty revenue at the later of (i) when the related sales of the licensed product occur, or (ii) when the performance obligation has been satisfied, when the Company expects the annual guaranteed minimums will be met, where such provisions exist. If a sales-based royalty is not ultimately expected to exceed a contractually guaranteed minimum royalty amount, the minimum is recognized straight-line as revenue over the contractual period, if all other criteria of revenue recognition have been met.

 

In certain agreements, the Company agreed to perform transitional activities, such as marketing costs, for the licensed products. The Company receives reimbursement for such costs. The amount of these reimbursements, which are recorded as a reduction of Selling and administrative expenses in the Condensed Consolidated Statements of Operations, for the 13 and 26 weeks ended August 2, 2024 was $2.1 million and $3.3 million, respectively.

 

Contract Liabilities

 

Contract liabilities consist of payments received in advance of the transfer of control to the customer. As products are delivered and control transfers, the Company recognizes the deferred revenue in Net revenue in the Condensed Consolidated Statements of Operations. The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, and amounts recognized through Net revenue for each period presented. The majority of deferred revenue as of August 2, 2024 is expected to be recognized in Net revenue in the fiscal quarter ending November 1, 2024, as products are delivered to customers.

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred revenue beginning of period

 

$

9,340

 

 

$

6,019

 

 

$

4,314

 

 

$

7,484

 

Deferred revenue recognized in period

 

 

(9,125

)

 

 

(5,805

)

 

 

(4,100

)

 

 

(7,270

)

Revenue deferred in period

 

 

9,087

 

 

 

7,867

 

 

 

9,088

 

 

 

7,867

 

Deferred revenue end of period

 

$

9,302

 

 

$

8,081

 

 

$

9,302

 

 

$

8,081

 

 

Revenue from gift cards is recognized when (i) the gift card is redeemed by the customer for merchandise, or (ii) as gift card breakage, an estimate of gift cards which will not be redeemed where the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. Gift card breakage is recorded within Net revenue in the Condensed Consolidated Statements of Operations. Prior to their redemption, gift cards are recorded as a liability and included within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The liability is estimated based on expected breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Balance as of beginning of period

 

$

35,119

 

 

$

34,222

 

 

$

35,604

 

 

$

33,029

 

Gift cards sold

 

 

14,562

 

 

 

13,171

 

 

 

29,617

 

 

 

28,786

 

Gift cards redeemed

 

 

(14,019

)

 

 

(13,048

)

 

 

(28,212

)

 

 

(26,682

)

Gift card breakage

 

 

(1,483

)

 

 

(789

)

 

 

(2,830

)

 

 

(1,577

)

Balance as of end of period

 

$

34,179

 

 

$

33,556

 

 

$

34,179

 

 

$

33,556

 

 

Refund Liabilities

 

Refund liabilities, primarily associated with product sales returns and retrospective volume rebates, represent variable consideration and are estimated and recorded as a reduction to Net revenue based on historical experience. Refund liabilities, primarily associated with estimated product returns, were $14.9 million, $18.4 million and $21.6 million as of August 2, 2024, July 28, 2023 and February 2, 2024, respectively, and reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

18


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statement concerning Forward-Looking Statements” below, “Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended February 2, 2024 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of the uncertainties, risks and assumptions associated with these statements.

 

As used in this Quarterly Report on Form 10-Q, references to the “Company”, “Lands’ End”, “we”, “us”, “our” and similar terms refer to Lands’ End, Inc. and its subsidiaries. Our fiscal year ends on the Friday preceding the Saturday closest to January 31. Other terms that are commonly used in this Quarterly Report on Form 10-Q are defined as follows:

ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date
Adjusted EBITDA – Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and other significant items
Adjusted net income (loss) – Net income (loss) appearing on the Condensed Consolidated Statements of Operations excluding significant non-recurring or non-operational items. Adjusted net income (loss) is also presented on a diluted per share basis
Company Operated stores – Lands’ End retail stores in the Retail distribution channel
Current Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto
Debt Facilities – Collectively, the Current Term Loan Facility and ABL Facility
First Quarter 2024 – The 13 weeks ended May 3, 2024
First Quarter 2023 – The 13 weeks ended April 28, 2023
Fiscal 2024 – The 52 weeks ending January 31, 2025
Fiscal 2023 – The 53 weeks ended February 2, 2024
Fiscal 2022 – The 52 weeks ended January 27, 2023
Former Term Loan Facility – Term loan credit agreement, dated as of September 9, 2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto
GAAP – Accounting principles generally accepted in the United States
GMV – Gross merchandise value equals total order value of all merchandise sold to customers through business-to-consumer and business-to-business channels, as well as the retail value of the merchandise sold through third party distribution channels.
LIBOR – London inter-bank offered rate
Second Quarter 2024 – The 13 weeks ended August 2, 2024
Second Quarter 2023 – The 13 weeks ended July 28, 2023
SOFR – Secured Overnight Funding Rate

19


Term Loan Adjusted SOFR – SOFR plus adjustments of either (a) 0.11448% for a one-month interest period, (b) 0.26161% for a three-month interest period, or (c) 0.42826% for a six-month interest period
Year-to-Date 2024 – The 26 weeks ended August 2, 2024
Year-to-Date 2023 – The 26 weeks ended July 28, 2023

 

Executive Overview

 

Description of the Company

 

Lands’ End is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. We offer products online at www.landsend.com, through third-party distribution channels, our own Company Operated stores and third-party license agreements. We also offer products to businesses and schools, for their employees and students, through the Outfitters distribution channel. We are a classic American lifestyle brand that creates solutions for life’s every journey.

 

Lands’ End was founded in 1963 by Gary Comer and his partners to sell sailboat hardware and equipment by catalog. While our product focus has shifted significantly over the years, we have continued to adhere to our founder’s motto as one of our guiding principles: “Take care of the customer, take care of the employee and the rest will take care of itself.”

 

We have one external reportable segment and identify our operating segments according to how our business activities are managed and evaluated. Our operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party and Retail.

 

We have determined that each of our operating segments share similar economic and other qualitative characteristics, and therefore, the results of our operating segments are aggregated into one external reportable segment.

 

Distribution Channels

 

We identify five separate distribution channels for revenue reporting purposes:

U.S. eCommerce offers products through our eCommerce website.
International offers products primarily to consumers located in Europe and through our eCommerce international websites and third-party affiliates.
Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.
Third Party sells the same products as U.S. eCommerce but direct to consumers through third-party marketplace websites and through domestic wholesale relationships. In addition, Third Party generates revenue from licensing agreements.
Retail sells products through our Company Operated stores.

 

Macroeconomic Challenges

 

Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates, have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Additionally, the variable interest rates associated with our Debt Facilities are negatively affected by higher interest rate environments. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products.

 

Restructuring

 

During Fiscal 2023, we reduced approximately 10% of our corporate office and Hong Kong sourcing office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the Hong Kong sourcing office

20


were organizational changes to move positions to our corporate headquarters to centralize product development to better align with our speed-to-market initiatives. The reductions in the corporate office positions were made to better align with the evolving needs of our business and to invest in key growth areas. For the 26 weeks ended August 2, 2024, we incurred restructuring charges, primarily severance and benefit costs, related to cost optimization of business operations and strategic initiatives.

 

We incurred $2.3 million and $0.4 million of restructuring costs during the Second Quarter 2024 and Second Quarter 2023, respectively. Restructuring costs of $2.7 million and $0.4 million were incurred Year-to-Date 2024 and Year-to-Date 2023, respectively, and were recorded in Other operating expense, net in the Condensed Consolidated Statements of Operations. As of August 2, 2024, approximately $2.9 million of the restructuring costs had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

 

Basis of Presentation

 

The Condensed Consolidated Financial Statements have been prepared in accordance with GAAP and include the accounts of Lands’ End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

 

Seasonality

 

We experience seasonal fluctuations in our Net revenue and operating results and historically have realized a significant portion of our net revenue and earnings for the year during our fourth fiscal quarter. We generated approximately 34.0% of our net revenue in the fourth quarters of Fiscal 2023 and Fiscal 2022.

 

Working capital requirements typically increase during the second and third quarters of the fiscal year as inventory builds to support peak selling periods and, accordingly, working capital requirements typically decrease during the fourth quarter of the fiscal year as inventory is sold. Cash provided by operating activities is typically higher in the fourth quarter of the fiscal year due to reduced working capital requirements during that period.

 

Results of Operations

 

The following tables set forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue:

 

 

 

13 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

Net revenue

 

$

317,173

 

 

 

100.0

%

 

$

323,363

 

 

 

100.0

%

Cost of sales (exclusive of depreciation and amortization)

 

 

165,288

 

 

 

52.1

%

 

 

183,766

 

 

 

56.8

%

Gross profit

 

 

151,885

 

 

 

47.9

%

 

 

139,597

 

 

 

43.2

%

Selling and administrative

 

 

135,510

 

 

 

42.7

%

 

 

123,866

 

 

 

38.3

%

Depreciation and amortization

 

 

8,692

 

 

 

2.7

%

 

 

9,543

 

 

 

3.0

%

Other operating expense, net

 

 

5,197

 

 

 

1.6

%

 

 

390

 

 

 

0.1

%

Operating income

 

 

2,486

 

 

 

0.8

%

 

 

5,798

 

 

 

1.8

%

Interest expense

 

 

10,447

 

 

 

3.3

%

 

 

12,024

 

 

 

3.7

%

Other (income), net

 

 

(84

)

 

 

(0.0

)%

 

 

(169

)

 

 

(0.1

)%

Loss before income taxes

 

 

(7,877

)

 

 

(2.5

)%

 

 

(6,057

)

 

 

(1.9

)%

Income tax (benefit) expense

 

 

(2,626

)

 

 

(0.8

)%

 

 

1,961

 

 

 

0.6

%

NET LOSS

 

$

(5,251

)

 

 

(1.7

)%

 

$

(8,018

)

 

 

(2.5

)%

 

21


 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

Net revenue

 

$

602,644

 

 

 

100.0

%

 

$

632,921

 

 

 

100.0

%

Cost of sales (exclusive of depreciation and amortization)

 

 

311,779

 

 

 

51.7

%

 

 

355,387

 

 

 

56.2

%

Gross profit

 

 

290,865

 

 

 

48.3

%

 

 

277,534

 

 

 

43.8

%

Selling and administrative

 

 

262,911

 

 

 

43.6

%

 

 

242,380

 

 

 

38.3

%

Depreciation and amortization

 

 

17,697

 

 

 

2.9

%

 

 

18,844

 

 

 

3.0

%

Other operating expense, net

 

 

5,538

 

 

 

0.9

%

 

 

592

 

 

 

0.1

%

Operating income

 

 

4,719

 

 

 

0.8

%

 

 

15,718

 

 

 

2.5

%

Interest expense

 

 

20,783

 

 

 

3.4

%

 

 

24,307

 

 

 

3.8

%

Other (income), net

 

 

(172

)

 

 

(0.0

)%

 

 

(356

)

 

 

(0.1

)%

Loss before income taxes

 

 

(15,892

)

 

 

(2.6

)%

 

 

(8,233

)

 

 

(1.3

)%

Income tax (benefit) expense

 

 

(4,199

)

 

 

(0.7

)%

 

 

1,437

 

 

 

0.2

%

NET LOSS

 

$

(11,693

)

 

 

(1.9

)%

 

$

(9,670

)

 

 

(1.5

)%

 

Depreciation and amortization are not included in our cost of sales because we are a reseller of inventory and do not believe that including depreciation and amortization is meaningful. As a result, our gross margins may not be comparable to other entities that include depreciation and amortization related to the sale of their product in their gross margin measure.

 

Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

In addition to our Net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we report the following non-GAAP measures: Adjusted net income (loss) and Adjusted EBITDA. Adjusted net income (loss) is also expressed on a diluted per share basis.

 

We believe presenting non-GAAP financial measures provides useful information to investors, allowing them to assess how the business performed excluding the effects of significant non-recurring or non-operational amounts. We believe the use of the non-GAAP financial measures facilitates comparing the results being reported against past and future results by eliminating amounts that we believe are not comparable between periods and assists investors in evaluating the effectiveness of our operations and underlying business trends in a manner that is consistent with management’s own methods for evaluating business performance.

 

Our management uses Adjusted net income (loss) and Adjusted EBITDA to evaluate the operating performance of our business for comparable periods and to discuss our business with our Board of Directors, institutional investors and other market participants. Adjusted EBITDA is also used as the basis for a performance measure used in executive incentive compensation.

 

The methods we use to calculate our non-GAAP financial measures may differ significantly from methods other companies use to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. Adjusted net income (loss) and Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as these measures may exclude a number of important cash and non-cash recurring items.

 

Adjusted net income (loss) is defined as net income (loss) excluding significant non-recurring or non-operational items as set forth below. Adjusted net income (loss) is also presented on a diluted per share basis. While Adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors.

 

Other significant non-recurring or non-operational 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 and are described below:
Long-lived asset impairment – charges associated with the non-cash write down of certain long-lived assets for the 13 and 26 weeks ended August 2, 2024.
Exit costs – charges associated to exit the kids and footwear lines of business including excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 and 26 weeks ended August 2, 2024 in conjunction with our licensing arrangements which commenced in Fiscal 2024.
Restructuring – primarily severance and benefit costs for the 13 and 26 weeks ended August 2, 2024 and July 28, 2023.

22


Lands’ End Japan closure – net operating income (loss) from liquidation and closing costs recorded for the 13 and 26 weeks ended July 28, 2023.

 

The following tables set forth, for the periods indicated, a reconciliation of Net loss to Adjusted net loss and Adjusted diluted net loss per share:

 

Unaudited

 

13 Weeks Ended

 

(in thousands, except per share amounts)

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(5,251

)

 

$

(8,018

)

Long-lived asset impairment

 

 

2,805

 

 

 

 

Exit costs

 

 

687

 

 

 

 

Restructuring

 

 

2,338

 

 

 

390

 

Lands’ End Japan closure

 

 

 

 

 

23

 

Tax effects on adjustments (1)

 

 

(1,297

)

 

 

(22

)

ADJUSTED NET LOSS

 

$

(718

)

 

$

(7,627

)

ADJUSTED DILUTED NET LOSS PER SHARE

 

$

(0.02

)

 

$

(0.24

)

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

(1)
The tax impact of adjustments is calculated at the applicable U.S. and non-U.S. Federal and State statutory rates.

 

Unaudited

 

26 Weeks Ended

 

(in thousands, except per share amounts)

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(11,693

)

 

$

(9,670

)

Long-lived asset impairment

 

 

2,805

 

 

 

 

Exit costs

 

 

687

 

 

 

 

Restructuring

 

 

2,680

 

 

 

390

 

Lands’ End Japan closure

 

 

 

 

 

99

 

Tax effects on adjustments (1)

 

 

(1,384

)

 

 

(41

)

ADJUSTED NET LOSS

 

$

(6,905

)

 

$

(9,222

)

ADJUSTED DILUTED NET LOSS PER SHARE

 

$

(0.22

)

 

$

(0.29

)

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

31,407

 

 

 

32,280

 

 

(1)
The tax impact of adjustments is calculated at the applicable U.S. and non-U.S. Federal and State statutory rates.

 

While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and is useful to investors, because EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax.

 

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 and are described below:

 

Long-lived asset impairment – charges associated with the non-cash write down of certain long-lived assets for the 13 and 26 weeks ended August 2, 2024.

 

Exit costs – charges associated to exit the kids and footwear lines of business including excess and obsolescence reserves, inventory discounts and operational charges recorded in the 13 and 26 weeks ended August 2, 2024 in conjunction with our licensing arrangements which commenced in Fiscal 2024.

 

Restructuring – primarily severance and benefit costs for the 13 and 26 weeks ended August 2, 2024 and July 28, 2023.

 

Lands’ End Japan closure – net operating income (loss) from liquidation and closing costs recorded for the 13 and 26 weeks ended July 28, 2023.

 

23


Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 13 and 26 weeks ended August 2, 2024 and July 28, 2023.

 

Other – amortization of transaction related costs associated with our Third Party distribution channel expenses for the 13 and 26 weeks July 28, 2023.

 

The following table sets forth, for the periods indicated, selected income statement data, both in dollars and as a percentage of Net revenue and a reconciliation of Net loss to Adjusted EBITDA:

 

Unaudited

 

13 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(5,251

)

 

 

(1.7

)%

 

$

(8,018

)

 

 

(2.5

)%

Income tax benefit

 

 

(2,626

)

 

 

(0.8

)%

 

 

1,961

 

 

 

0.6

%

Interest expense

 

 

10,447

 

 

 

3.3

%

 

 

12,024

 

 

 

3.7

%

Other (income), net

 

 

(84

)

 

 

(0.0

)%

 

 

(169

)

 

 

(0.1

)%

Operating income

 

 

2,486

 

 

 

0.8

%

 

 

5,798

 

 

 

1.8

%

Depreciation and amortization

 

 

8,692

 

 

 

2.7

%

 

 

9,543

 

 

 

3.0

%

Long-lived asset impairment

 

 

2,805

 

 

 

0.9

%

 

 

 

 

 

%

Exit costs

 

 

687

 

 

 

0.2

%

 

 

 

 

 

%

Restructuring

 

 

2,338

 

 

 

0.7

%

 

 

390

 

 

 

0.1

%

Lands’ End Japan closure

 

 

 

 

 

%

 

 

23

 

 

 

0.0

%

Loss (gain) on disposal of property and equipment

 

 

53

 

 

 

0.0

%

 

 

(23

)

 

 

(0.0

)%

Other

 

 

 

 

 

%

 

 

94

 

 

 

0.0

%

Adjusted EBITDA

 

$

17,061

 

 

 

5.4

%

 

$

15,825

 

 

 

4.9

%

 

Unaudited

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(11,693

)

 

 

(1.9

)%

 

$

(9,670

)

 

 

(1.5

)%

Income tax benefit

 

 

(4,199

)

 

 

(0.7

)%

 

 

1,437

 

 

 

0.2

%

Interest expense

 

 

20,783

 

 

 

3.4

%

 

 

24,307

 

 

 

3.8

%

Other (income), net

 

 

(172

)

 

 

(0.0

)%

 

 

(356

)

 

 

(0.1

)%

Operating income

 

 

4,719

 

 

 

0.8

%

 

 

15,718

 

 

 

2.5

%

Depreciation and amortization

 

 

17,697

 

 

 

2.9

%

 

 

18,844

 

 

 

3.0

%

Long-lived asset impairment

 

 

2,805

 

 

 

0.5

%

 

 

 

 

 

%

Exit costs

 

 

687

 

 

 

0.1

%

 

 

 

 

 

%

Restructuring

 

 

2,680

 

 

 

0.4

%

 

 

390

 

 

 

0.1

%

Lands’ End Japan closure

 

 

 

 

 

%

 

 

99

 

 

 

0.0

%

Loss on disposal of property and equipment

 

 

52

 

 

 

0.0

%

 

 

100

 

 

 

0.0

%

Other

 

 

 

 

 

%

 

 

189

 

 

 

0.0

%

Adjusted EBITDA

 

$

28,640

 

 

 

4.8

%

 

$

35,340

 

 

 

5.6

%

 

In assessing the operational performance of our business, we consider a variety of financial measures. We operate in five separate distribution channels for revenue reporting purposes: U.S. eCommerce, International, Outfitters, Third Party and Retail. A key measure in the evaluation of our business is revenue performance by distribution channel. We also consider gross margin and Selling and administrative expenses in evaluating the performance of our business.

 

We use Net revenue to evaluate revenue performance for the U.S. eCommerce, International, Outfitters and Third Party distribution channels. We use GMV, which equals total order value of all merchandise sold to customers through business-to-consumer and business-to-business channels, as well as the retail value of the merchandise sold through third party distribution channels, as an important indicator of the performance of the comparable growth of the total brand. For our Retail distribution channel, we use Same Store Sales as a key measure in evaluating performance. A Company Operated store is included in U.S. Same Store Sales calculations when it has been open for at least 14 months. Online sales and sales generated through our in-store web portal are considered revenue in our U.S. eCommerce and are excluded from U.S. Same Store Sales.

 

24


Discussion and Analysis

 

Second Quarter 2024 compared with Second Quarter 2023

 

Gross Merchandise Value

 

Gross Merchandise Value (“GMV”) increased mid-single digits compared to Second Quarter 2023.

 

Net Revenue

 

Net revenue was $317.2 million for Second Quarter 2024, a decrease of $6.1 million or 1.9%, from $323.3 million during Second Quarter 2023.

 

U.S. eCommerce Net revenue was $188.3 million for Second Quarter 2024, a decrease of $7.6 million or 3.9%, from $195.9 million during Second Quarter 2023. The decrease in U.S. eCommerce was primarily driven by the transition of kids and footwear products from a direct to a license model, lower promotional activity and improved inventory management resulting in increased gross profit from higher gross margins. Excluding the impact of transitioning the kids and footwear products to licensing arrangements, U.S. eCommerce revenue increased by mid-single digits year-over-year.

 

International eCommerce Net revenue was $23.0 million for Second Quarter 2024, an increase of $0.2 million or 0.9%, from $22.8 million during Second Quarter 2023. The increase in International eCommerce was primarily driven by an increase in full price sales, lower promotional activity and improved inventory management resulting in increased gross profit from higher gross margins.

 

Outfitters Net revenue was $63.2 million for Second Quarter 2024, a decrease of $4.8 million or 7.1%, from $68.0 million during Second Quarter 2023. The school uniform channel delivered a strong start to back to school season with a mid-single digit revenue increase over last year. The business uniform channel decreased year-over-year primarily due to the timing changes with certain national accounts and some pricing resistance from smaller accounts as a result of macroeconomic challenges.

 

Third Party Net revenue was $30.1 million for Second Quarter 2024, an increase of $5.7 million or 23.4%, from $24.4 million during Second Quarter 2023. The increase was primarily due to revenue generated from licensing and wholesale arrangements.

 

Retail Net revenue was $12.6 million for Second Quarter 2024, an increase of $0.4 million or 3.3%, from $12.2 million during Second Quarter 2023. Our U.S. Company Operated stores experienced an increase of 11.7% in Same Store Sales as compared to Second Quarter 2023. On August 2, 2024 there were 24 U.S. Company Operated stores, compared to 27 U.S. Company Operated stores on July 28, 2023.

 

Gross Profit

 

Gross profit was $151.9 million for Second Quarter 2024, an increase of $12.3 million or 8.8% from $139.6 million during Second Quarter of 2023. Gross margin increased approximately 470 basis points to 47.9% in Second Quarter 2024, compared with 43.2% in Second Quarter 2023. The gross margin improvement was primarily driven by leveraging the strength in product solutions and newness across the channels, lower promotional activity, reduction in clearance inventory and improved supply chain costs.

 

Selling and Administrative Expenses

 

Selling and administrative expenses increased $11.6 million to $135.5 million or 42.7% of total Net revenue in Second Quarter 2024 compared with $123.9 million or 38.3% of Net revenue in Second Quarter 2023. The approximately 440 basis points increase was driven by higher digital marketing spend focused on new customer acquisition, third party professional services and higher incentive related personnel costs.

 

Depreciation and Amortization

 

Depreciation and amortization expense decreased $0.8 million to $8.7 million in Second Quarter 2024 compared with $9.5 million in Second Quarter 2023.

 

25


Other Operating Expense

 

Other operating expense, net was $5.2 million in Second Quarter 2024 compared to $0.4 million in Second Quarter 2023. The increase was primarily attributed to a $2.8 million non-cash charge related to long-lived asset impairment and $2.3 million of restructuring costs.

 

Operating Income (Loss)

 

As a result of above factors, Operating income was $2.5 million in Second Quarter 2024 compared to $5.8 million of Operating income in Second Quarter 2023.

 

Interest Expense

 

Interest expense was $10.4 million in Second Quarter 2024 compared to $12.0 million in Second Quarter 2023. The $1.6 million decrease was driven by lower ABL Facility interest related to lower average outstanding balances.

 

Other Expense (Income)

 

Other income was $0.1 million in Second Quarter 2024 compared to $0.2 million in Second Quarter 2023.

 

Income Tax (Benefit) Expense

 

We recorded an income tax benefit at an overall effective rate of 33.4% for the Second Quarter 2024 and an income tax expense at an overall effective rate of (32.4)% for the Second Quarter 2023. The overall effective tax rate for the Second Quarter 2024 varies from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impact of stock-based compensation adjustments. The overall effective tax rate for the Second Quarter 2023 reflects a one-time tax expense related to the write-off of deferred tax benefits for stock-based compensation.

Net Income (Loss)

 

As a result of the above factors, Net loss was $5.3 million and diluted net loss per share was $0.17 in Second Quarter 2024 compared with Net loss of $8.0 million and diluted net loss per share was $0.25 in Second Quarter 2023.

 

Adjusted Net Income (Loss)

 

Adjusted net loss was $0.7 million and Adjusted diluted net loss per share was $0.02 in Second Quarter 2024, driven by a non-cash charge related to long-lived asset impairment and restructuring costs, compared to Adjusted net loss of $7.6 million and Adjusted diluted net loss per share of $0.24 in Second Quarter 2023.

 

Adjusted EBITDA

 

As a result of the above factors, Adjusted EBITDA was $17.1 million in Second Quarter 2024 and $15.8 million in Second Quarter 2023, respectively.

 

Year-to-Date 2024 compared with Year-to-Date 2023

Gross Merchandise Value

Gross Merchandise Value (“GMV”) increased low single digits compared to Year-to-Date 2023.

Net Revenue

Net revenue was $602.6 million for Year-to-Date 2024 a decrease of $30.3 million or 4.8% from $632.9 million during Year-to-Date 2023. Excluding the $29.6 million in revenue from inventory sales to Delta Air Lines at the conclusion of their five-year contract in the First Quarter 2023, Net revenue Year-to-Date 2024 decreased 0.1%.

U.S. eCommerce Net revenue was $358.9 million for Year-to-Date 2024, a decrease of $14.7 million or 3.9%, from $373.6 million during the Year-to-Date 2023. The decrease in U.S. eCommerce was primarily driven by the transition of kids and footwear

26


products from a direct to a license model, continued promotional productivity within swim, outerwear and newness in adjacent product categories and improved inventory management resulting in higher margins with lower clearance inventory sales. Excluding the impact of transitioning the kids and footwear products to licensing arrangements, U.S. eCommerce Year-to-Date 2024 revenue increased by mid-single digits year-over-year.

International eCommerce Net revenue was $47.9 million for Year-to-Date 2024, a decrease of $0.3 million or 0.6%, from $48.2 million during the Year-to-Date 2023. The decrease in International eCommerce was due to an increase in full price sales, lower promotional activity and improved inventory management resulting in increased gross profit from higher gross margins.

 

Outfitters Net revenue was $105.8 million for Year-to-Date 2024, a decrease of $36.2 million or 25.5%, from $142.0 million during the Year-to-Date 2023. Compared to the Year-to-Date 2023, the decrease was primarily driven by inventory sales to Delta Air Lines at the conclusion of their five-year contract in the First Quarter 2023. Excluding the $29.6 million revenue from the Delta Air Lines business, Net revenue for the Outfitters business decreased by 5.9%.

Third Party Net revenue was $67.6 million for Year-to-Date 2024, an increase of $20.2 million or 42.6% from $47.4 million during the Year-to-Date 2023. The increase was primarily due to revenue generated from licensing arrangements including $10.5 million of Lands’ End produced inventory sold to a licensee in First Quarter 2024 in connection with the transition of kids products from a direct to a license model. Online marketplaces saw increased gross profit from improved gross margins primarily driven by the expansion of the Company’s strategy to focus on higher quality sales.

Retail Net revenue was $22.4 million for Year-to-Date 2024, an increase of $0.6 million or 2.8%, from $21.8 million during the Year-to-Date 2023. Our U.S. Company Operated stores experienced an increase of 11.8% in Same Store Sales as compared to Year-to-Date 2023. On August 2, 2024 there were 24 U.S. Company Operated stores compared to 27 U.S. Company Operated stores on July 28, 2023.

Gross Profit

Gross profit was $290.9 million for Year-to-Date 2024, an increase of $13.4 million or 4.8% from $277.5 million during Year-to-Date 2023. Gross margin increased to 48.3% in Year-to-Date 2024, compared with 43.8% in Year-to-Date 2023. The 450 basis point improvement in gross margin was primarily driven by leveraging the strength in the swimwear, outerwear and newness in adjacent product categories across the channels, reduction in clearance inventory and improvements in supply chain costs for Year-to-Date 2024 compared to the prior year.

Selling and Administrative Expenses

Selling and administrative expenses increased $20.5 million to $262.9 million or 43.6% of total Net revenue in Year-to-Date 2024 compared with $242.4 million or 38.3% of Net revenue in Year-to-Date 2023. The approximately 530 basis point increase was driven by deleveraging from lower revenues, higher digital marketing spend focused on new customer acquisition, third party professional services and higher incentive related personnel costs.

Depreciation and Amortization

Depreciation and amortization expense was $17.7 million in Year-to-Date 2024, a decrease of $1.1 million or 5.9%, compared with $18.8 million in Year-to-Date 2023.

Other Operating Expense

Other operating expense, net was $5.5 million in Year-to-Date 2024, an increase of $4.9 million, compared with $0.6 million in Year-to-Date 2023. The increase was primarily attributed to a $2.8 million non-cash charge related to long-lived asset impairment and $2.7 million of restructuring costs.

 

Operating Income (Loss)

As a result of the above factors, Operating income was $4.7 million in Year-to-Date 2024 compared to Operating income of $15.7 million in Year-to-Date 2023.

27


Interest Expense

Interest expense was $20.8 million in Year-to-Date 2024 compared to $24.3 million in Year-to-Date 2023. The $3.5 million decrease was driven by lower ABL Facility interest related to lower average outstanding balances.

Other Expense (Income)

Other income was $0.2 million in Year-to-Date 2024 compared to $0.4 million in Year-to-Date 2023.

Income Tax (Benefit) Expense

We recorded an income tax benefit at an overall effective rate of 26.4% for Year-to-Date 2024 and an income tax expense at an overall effective rate of (17.5)% for Year-to-Date 2023. The overall effective tax rate for Year-to-Date 2024 varies from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impact of stock-based compensation adjustments. The overall effective tax rate for Year-to-Date 2023 reflects a one-time tax expense related to the write-off of deferred tax benefits for stock-based compensation.

Net Income (Loss)

As a result of the above factors, Net loss was $11.7 million and diluted loss per share was $0.37 in Year-to-Date 2024 compared with Net loss of $9.7 million and diluted loss per share of $0.30 in Year-to-Date 2023.

Adjusted Net Income (Loss)

As a result of the above factors, Adjusted net loss was $6.9 million and Adjusted diluted net loss per share was $0.22 in Year-to-Date 2024 compared with Adjusted net loss of $9.2 million and Adjusted diluted net loss per share of $0.29 in Year-to-Date 2023.

 

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $28.6 million in Year-to-Date 2024 compared to $35.3 million in Year-to-Date 2023. Excluding the $13.5 million from the conclusion of the Delta Air Lines business in Year-to-Date 2023, Adjusted EBITDA increased by 31.3%.

Liquidity and Capital Resources

 

Liquidity

 

Our primary need for liquidity is to fund working capital requirements of our business, which are inventory purchases, payments on debt, capital expenditures and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. The ABL Facility had a balance outstanding of $20.0 million on August 2, 2024, other than letters of credit. Cash generated from our net revenue and profitability, and to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a significant amount of net revenue and operating cash flows generally occurring in the fourth fiscal quarter of each year. We expect that our cash on hand and cash flows from operations, along with revolving on the ABL Facility, will be adequate to meet our capital requirements and operational needs for at least the next 12 months.

 

ABL Facility

 

Our $275.0 million committed revolving ABL Facility includes a $70.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs and matures on July 29, 2026. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $275.0 million (“ABL Facility Limit”) or (2) the Borrowing Base or Loan Cap which is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility. The balance outstanding on August 2, 2024 and July 28, 2023 was $20.0 million and $70.0 million, respectively. The balance of outstanding letters of credit was $8.1 million and $8.6 million on August 2, 2024 and July 28, 2023,

28


respectively. The borrowing availability under the ABL Facility was $117.5 million and $128.8 million as of August 2, 2024 and July 28, 2023, respectively.

 

Effective with the Fourth Amendment to the ABL Facility executed May 12, 2023, the benchmark interest rate was changed from LIBOR to SOFR plus an adjustment of 0.10% for all loans (“ABL Adjusted SOFR”). Loan interest rates are selected at the borrower’s election, is either (1) ABL Adjusted SOFR, or (2) a base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the one-month ABL Adjusted SOFR rate plus 1.00%, or (c) the Wells Fargo “prime rate”. The borrowing margin for ABL Adjusted SOFR loans is (i) less than $95.0 million, 1.25%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 1.50%, and (iii) greater than or equal to $180.0 million, 1.75%. For base rate loans, the borrowing margin is (i) less than $95.0 million, 0.50%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 0.75%, and (iii) greater than or equal to $180.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The Fourth Amendment had no material interest rate impact.

 

The ABL Facility fees include (i) commitment fees of 0.25% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. As of August 2, 2024, we had $20.0 million borrowings outstanding under the ABL Facility.

 

Long-Term Debt

 

On December 29, 2023, we entered into the Current Term Loan Facility which provides borrowings of $260.0 million, the proceeds of which were used to repay all of the indebtedness under the Former Term Loan Facility and to pay fees and expenses in connection with the financing. Origination costs, including a 3% original issue discount of $7.8 million and debt origination fees of $3.8 million, were incurred in connection with entering into the Current Term Loan Facility.

 

The Current Term Loan Facility will mature on December 29, 2028, and will amortize at a rate equal to 1.25% per quarter. Depending upon the Company’s Total Leverage Ratio, as defined in the Current Term Loan Facility, mandatory prepayments in an amount equal to a percentage of the Company’s excess cash flows in each fiscal year, ranging from 0% to 75% are required. The Current Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) on or before December 29, 2024 would result in a prepayment premium equal to 3% of the principal amount of the loan prepaid plus a yield maintenance fee, (ii) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (iii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iv) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (v) thereafter no prepayment premium is due.

 

The interest rates per annum applicable to the loans under the Current Term Loan Facility are based on a fluctuating rate of interest equal to, at the Company’s election, either (1) Term Loan Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate loan plus an applicable margin. The applicable margin is based on the Company’s net leverage and will be, (i) for Term Loan Adjusted SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

 

Effective with the First Amendment to the Former Term Loan Facility executed June 22, 2023, the interest rate benchmark changed from LIBOR to Term Loan Adjusted SOFR. The annual interest rate applicable to the loans under the Former Term Loan Facility was based on a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) a Term Loan Adjusted SOFR rate plus 9.75% or (2) an alternative base rate (which is the greater of (i) the prime rate published in the Wall Street Journal, (ii) the federal funds rate, which was to be no lower than 0.00% plus ½ of 1.00%, or (iii) the one month Term Loan Adjusted SOFR rate plus 1.00% per annum) plus 8.75%.

 

Both the Current and Former Term Loan Facilities contain customary agency fees.

 

29


Debt Facilities

 

Guarantees; Security

 

All obligations under the Debt Facilities are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries. The ABL Facility is secured by a first priority security interest in certain working capital of the borrowers and guarantors consisting primarily of accounts receivable and inventory. The Current Term Loan Facility is also secured by a second priority security interest in the same collateral, with certain exceptions.

 

The Current Term Loan Facility is also secured by a first priority security interest in certain property and assets, including certain fixed assets such as real estate, stock of subsidiaries and intellectual property, in each case, subject to certain exceptions. The ABL Facility is also secured by a second priority interest in the same collateral, with certain exceptions.

 

Representations and Warranties; Covenants

 

Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict Lands’ End, Inc.’s and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business.

 

The Current Term Loan Facility contains financial covenants, including a quarterly maximum total leverage ratio test and a monthly minimum liquidity test.

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $15.0 million, the Company will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

The Debt Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

As of August 2, 2024, the Company was in compliance with its financial covenants in the Debt Facilities.

 

Events of Default

 

The Debt Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

 

Cash Flows and Capital Expenditures

 

Cash Flows from Operating Activities

 

Net cash provided by operating activities was $4.9 million during Year-to-Date 2024 compared to $54.8 million during Year-to-Date 2023. Through our concerted efforts to decrease inventory levels during 2023, we provided cash of $30.4 million through the end of Second Quarter 2023. We have maintained our lower inventory level realized at the end of Fiscal 2023 through efficient inventory management and therefore we used cash of $10.3 million through the end of Second Quarter 2024.

 

Cash Flows from Investing Activities

 

Net cash used in investing activities was $11.5 million and $22.9 million during Year-to-Date 2024 and Year-to-Date 2023, respectively. Cash used in investing activities for both periods was primarily used for investments to update our digital information technology infrastructure. The decrease in Year-to-Date 2024 was a result of the timing of capitalized expenditures in the second half of Fiscal 2023 and First Quarter 2024.

 

For Fiscal 2024, we plan to invest approximately $35.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.

 

30


Cash Flows from Financing Activities

 

Net cash provided by financing activities was $6.9 million during Year-to-Date 2024, compared with net cash used in financing activities of $44.9 million during Year-to-Date 2023. The increase in net cash provided by financing activities is primarily due to borrowings on the ABL Facility.

 

Contractual Obligations and Off-Balance-Sheet Arrangements

 

There have been no material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended February 2, 2024.

 

Financial Instruments with Off-Balance-Sheet Risk

 

The ABL Facility is available for working capital and other general corporate liquidity needs. The balance outstanding on August 2, 2024 and July 28, 2023 was $20.0 million and $70.0 million, respectively. The balance of outstanding letters of credit was $8.1 million and $8.6 million on August 2, 2024 and July 28, 2023, respectively.

 

Application of Critical Accounting Policies and Estimates

 

We believe that the assumptions and estimates associated with revenue, inventory valuation, goodwill and intangible asset impairment assessments and income taxes have the greatest potential impact on our financial statements. Therefore, we consider these to be our critical accounting policies and estimates.

 

For a complete discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended February 2, 2024. There have been no significant changes in our critical accounting policies or their application since February 2, 2024.

 

Recent Accounting Pronouncements

 

See Part I, Item 1, Note 2, Recently Issued Accounting Pronouncements Not Yet Adopted, of the Condensed Consolidated Financial Statements (unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

 

31


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

 

This document contains forward-looking statements. Forward-looking statements reflect our current views with respect to, among other things, future events and performance. These statements may discuss, among other things, our GMV, net sales, gross margin, operating expenses, operating income, net income, adjusted net income, adjusted EBITDA, cash flow, financial condition, financings, impairments, expenditures, growth, strategies, plans, achievements, dividends, capital structure, organizational structure, future store openings, market opportunities and general market and industry conditions. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely,” “targeting” or the negative version of these words or comparable words. Forward-looking statements are based on beliefs and assumptions made by management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include those risks, uncertainties and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended February 2, 2024 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws and regulations.

 

32


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Foreign Currency Exchange Risk

 

The Company’s international subsidiaries operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from the functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. Net revenue generated from the International distribution channel represented approximately 8% of our total Net revenue during the Year-to-Date 2024. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of net revenue, expenses, assets and liabilities. Assuming a 10% change in foreign currency exchange rates, our Net revenue for Year-to-Date 2024 would have increased or decreased by approximately $4.8 million. Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our international subsidiaries into U.S. dollars. Foreign currency translation losses, net, for Year-to-Date 2024 totaled approximately $0.2. million related to our international subsidiaries in United Kingdom and Germany. Additionally, the Company has foreign currency denominated intercompany receivables and payables that when settled result in a transaction gain or loss. A 10% change in foreign currency exchanges rates would not result in a significant transaction gain or loss in earnings. The Company does not utilize financial instruments for trading purposes or hedging and have not used any derivative financial instruments to limit foreign currency exchange rate exposures. The Company does not consider our foreign earnings to be permanently reinvested.

 

As of August 2, 2024, the Company had $10.7 million of cash and cash equivalents denominated in foreign currency, principally in euro, British pound sterling and Hong Kong dollar.

 

Interest Rate Risk

 

The Company is subject to interest rate risk with the Current Term Loan Facility and the ABL Facility, as both require the Company to pay interest on outstanding borrowings at variable rates. Each one percentage point change in interest rates (above the 2.00% SOFR floor) associated with the Current Term Loan Facility would result in a $2.5 million change in our annual cash interest expenses. Assuming our ABL Facility was fully drawn to a principal amount equal to $275.0 million, each one percentage point change in interest rates would result in a $2.8 million change in our annual cash interest expense.

33


ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of August 2, 2024, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the most recently completed fiscal quarter ended August 2, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

34


PART II. OTHER INFORMATION

 

 

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on our results of operations, cash flows or financial position taken as a whole.

 

As disclosed in the Company’s Annual Report on Form 10-K for the year ended February 2, 2024, Lands’ End is the defendant in three separate lawsuits, each of which allege adverse health events and personal property damage as a result of wearing uniforms manufactured by Lands’ End: (1) Gilbert et al. v. Lands’ End, Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-00823-JDP, complaint filed October 3, 2019; (2) Andrews et al. v. Lands’ End, Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-01066-JDP, complaint filed on December 31, 2019, on behalf of 521 named plaintiffs, later amended to include 1,089 named plaintiffs; and (3) Davis et al. v. Lands’ End, Inc. and Lands’ End Business Outfitters, Inc., United States District Court for the Western District of Wisconsin, Case No. 3:20-cv-00195, complaint filed on March 4, 2020. Plaintiffs in Gilbert, Andrews, and Davis seek nationwide class certification on behalf of similarly situated Delta employees.

 

By order dated April 20, 2020, the Court consolidated the Gilbert and Andrews cases (the “Consolidated Wisconsin Action”) and stayed the Davis case. Plaintiffs in the Consolidated Wisconsin Action and Davis each assert that the damages sustained by the members of the proposed class exceed $5,000,000. Plaintiffs in each case seek damages for personal injuries, pain and suffering, severe emotional distress, financial or economic loss, including medical services and expenses, lost income and other compensable injuries. Plaintiffs in the Consolidated Wisconsin Action seek class certification with respect to performance of the uniforms and warranty claims and maintain individual claims for personal injury by numerous named plaintiffs.

 

On August 18, 2021, the Court ruled on several pending motions in the Consolidated Wisconsin Action. The Court denied Plaintiffs’ motion for class certification with respect to performance of the uniforms and warranty claims. The Court denied Plaintiffs’ motion for partial summary judgment regarding crocking claims and granted Lands’ End’s motion for partial summary judgment related to certain warranty claims. In addition, giving effect to both the addition and voluntary dismissal of individual plaintiffs over the course of the litigation, the number of individual plaintiffs had been reduced from 1,089 to 603 as of August 18, 2021. On September 1, 2021, Plaintiffs filed a Rule 23(f) petition, seeking interlocutory review of the Court’s decision denying class certification. On September 22, 2021, the U.S. Court of Appeals for the Seventh Circuit denied plaintiffs’ petition.

 

On July 8, 2022, the Court issued an Opinion and Order in the Consolidated Wisconsin Action (the “July 8 Opinion”), ruling in the Company’s favor on several additional pending motions. The Court granted the Company’s motion to exclude Plaintiffs’ expert opinions because the opinions were not based on reliably applied and scientifically valid methods. Accordingly, because Plaintiffs failed to submit evidence sufficient to show that the uniforms were defective or that a defect in the uniforms caused Plaintiffs’ alleged health problems, the Court granted the Company’s motion for summary judgement on Plaintiffs’ personal injury claims.

 

After giving effect to the July 8 Opinion, the remaining claims under the Consolidated Wisconsin Action related to claims for property damage and breach of warranty. Following these rulings and an order of the court dated December 1, 2022, 277 named Plaintiffs remained in the case who claim they have suffered personal property damage as a result of dye transferring to personal items, with aggregate claims of approximately $110,000 in damages. The Court set a deadline for the parties to voluntarily resolve these remaining outstanding claims, and on July 19, 2023 the parties reported to the Court that they had reached a settlement in principle of the matter, and subsequently entered into a Confidential Settlement, fully resolving the outstanding property damage claims, which were the only remaining claims in the action.

 

Following the entry of the Final Order by the Court on October 12, 2023, Plaintiffs filed an appeal to the Seventh Circuit. On November 13, 2023, the Court of Appeals for the Seventh Circuit issued an Order suspending the briefing schedule pending a remand to the district court for the limited purpose of issuing a revised final judgement order. On February 15, 2024, the Court of Appeals for the Seventh District remanded the case to the District Court for entry of a final judgement. On February 20, 2024, the District Court entered final judgement in favor of Lands’ End. On March 18, 2024, the Court of Appeals for the Seventh Circuit issued a briefing schedule. All briefs have been filed and the parties await the decision of the appellate court. Lands’ End continues its vigorous defense of this case and believes the claims are without merit.

 

35


ITEM 1A. RISK FACTORS

 

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended February 2, 2024, filed with the SEC on April 3, 2024.

 

36


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Issuer Purchases of Equity Securities

 

The following table presents a month-to-month summary of information with respect to purchases of common stock made during Second Quarter 2024 pursuant to the 2024 Share Repurchase Program announced on March 15, 2024:

 

Period

 

Total Number of Shares Purchased (1)

 

 

Average Price Paid per Share (2)

 

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (3)

 

 

Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs (3)

 

May 4 - May 31

 

 

1,500

 

 

$

13.48

 

 

 

1,500

 

 

$

23,967

 

June 1 - July 5

 

 

152,478

 

 

$

13.75

 

 

 

152,478

 

 

$

21,984

 

July 6 - August 2

 

 

99,942

 

 

$

16.16

 

 

 

99,942

 

 

$

20,256

 

Total

 

 

253,920

 

 

$

14.70

 

 

 

253,920

 

 

 

 

 

(1)
All shares of common stock were retired following purchase.
(2)
Average price paid per share excludes broker commissions and excise tax.
(3)
On March 15, 2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of the Company’s common stock through March 31, 2026 (the “2024 Share Repurchase Program”). The 2024 Share Repurchase Program may be suspended or discontinued at any time.

 

ITEM 5. OTHER INFORMATION

 

Rule 10b5-1 Trading Plans

 

During the fiscal quarter ended August 2, 2024, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

37


ITEM 6. EXHIBITS

 

The following documents are filed as exhibits to this report:

 

Exhibit Number

 

Exhibit Description

 

 

 

3.1

 

Amended and Restated Certificate of Incorporation of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 of the Annual Report on Form 10-K filed by Lands’ End, Inc. on March 24, 2022 (File No. 001-09769)).

 

 

 

3.2

 

Amended and Restated Bylaws of Lands’ End, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Lands’ End, Inc. on April 8, 2014 (File No. 001-09769)).

 

 

 

31.1

 

Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

 

 

 

31.2

 

Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

 

 

 

32.1

 

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document*

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Document*

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document*

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document*

 

104

 

Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)*

 

* Filed herewith.

** Furnished herewith.

 

38


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Lands’ End, Inc.

(Registrant)

 

 

 

By:

/s/ Bernard McCracken

 

Name:

Bernard McCracken

 

Title:

Chief Financial Officer and Treasurer

(Principal Financial Officer and Principal Accounting Officer)

 

 

Date: September 5, 2024

39


EXHIBIT 31.1

 

CERTIFICATIONS

I, Andrew J. McLean, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Andrew J. McLean

Andrew J. McLean

Chief Executive Officer

(Principal Executive Officer)

Lands’ End, Inc.

September 5, 2024

 

 


EXHIBIT 31.2

 

CERTIFICATIONS

I, Bernard McCracken, certify that:

1.
I have reviewed this quarterly report on Form 10-Q of Lands’ End, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

/s/ Bernard McCracken

Bernard McCracken

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Lands’ End, Inc.

September 5, 2024

 

 

 


EXHIBIT 32.1

 

CERTIFICATION

Pursuant to 18 U.S.C. 1350 as adopted by Section 906 of the Sarbanes-Oxley Act of 2002

Each of the undersigned, Andrew J. McLean, Chief Executive Officer of Lands’ End, Inc. (the “Company”) and Bernard McCracken, Chief Financial Officer and Treasurer of the Company, has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2024 (the “Report”).

Each of the undersigned hereby certifies that:

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.

 

 

 

/s/ Andrew J. McLean

Andrew J. McLean

Chief Executive Officer

(Principal Executive Officer)

September 5, 2024

 

 

 

/s/ Bernard McCracken

Bernard McCracken

Chief Financial Officer and Treasurer

(Principal Financial Officer)

September 5, 2024

 

 

 


v3.24.2.u1
Document And Entity Information - shares
6 Months Ended
Aug. 02, 2024
Sep. 03, 2024
Cover [Abstract]    
Entity Registrant Name Lands’ End, Inc.  
Document Type 10-Q  
Trading Symbol LE  
Current Fiscal Year End Date --01-31  
Entity Common Stock, Shares Outstanding   31,192,577
Amendment Flag false  
Entity Central Index Key 0000799288  
Entity Filer Category Accelerated Filer  
Document Period End Date Aug. 02, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity Small Business false  
Entity Emerging Growth Company false  
Security Exchange Name NASDAQ  
Entity File Number 001-09769  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 36-2512786  
Entity Address, Address Line One 1 Lands’ End Lane  
Entity Address, City or Town Dodgeville  
Entity Address, State or Province WI  
Entity Address, Postal Zip Code 53595  
City Area Code 608  
Local Phone Number 935-9341  
Document Quarterly Report true  
Document Transition Report false  
Title of 12(b) Security Common Stock, par value $0.01 per share  
v3.24.2.u1
Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Income Statement [Abstract]        
Net revenue $ 317,173 $ 323,363 $ 602,644 $ 632,921
Cost of sales (exclusive of depreciation and amortization) 165,288 183,766 311,779 355,387
Gross profit 151,885 139,597 290,865 277,534
Selling and administrative 135,510 123,866 262,911 242,380
Depreciation and amortization 8,692 9,543 17,697 18,844
Other operating expense, net 5,197 390 5,538 592
Operating income 2,486 5,798 4,719 15,718
Interest expense 10,447 12,024 20,783 24,307
Other (income), net (84) (169) (172) (356)
Loss before income taxes (7,877) (6,057) (15,892) (8,233)
Income tax (benefit) expense (2,626) 1,961 (4,199) 1,437
NET LOSS $ (5,251) $ (8,018) $ (11,693) $ (9,670)
NET LOSS PER COMMON SHARE        
Basic: $ (0.17) $ (0.25) $ (0.37) $ (0.30)
Diluted: $ (0.17) $ (0.25) $ (0.37) $ (0.30)
Basic weighted average common shares outstanding 31,376 32,117 31,407 32,280
Diluted weighted average common shares outstanding 31,376 32,117 31,407 32,280
v3.24.2.u1
Condensed Consolidated Statements of Comprehensive Operations - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Statement of Comprehensive Income [Abstract]        
Net Income (Loss) $ (5,251) $ (8,018) $ (11,693) $ (9,670)
Other comprehensive income (loss), net of tax, foreign currency translation adjustments 299 700 (214) 781
COMPREHENSIVE LOSS $ (4,952) $ (7,318) $ (11,907) $ (8,889)
v3.24.2.u1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 02, 2024
Feb. 02, 2024
Jul. 28, 2023
Current assets      
Cash and cash equivalents $ 25,648 $ 25,314 $ 26,610
Restricted cash 2,239 1,976 1,833
Accounts receivable, net 27,420 35,295 25,095
Inventories, net 312,014 301,724 396,087
Prepaid expenses and other current assets 47,443 45,951 43,195
Total current assets 414,764 410,260 492,820
Property and equipment, net 106,758 118,033 125,325
Operating lease right-of-use asset 21,182 23,438 29,685
Goodwill   0 106,700
Intangible asset 257,000 257,000 257,000
Other assets 2,812 2,748 2,949
TOTAL ASSETS 802,516 811,479 1,014,479
Current liabilities      
Current portion of long-term debt 13,000 13,000 13,750
Accounts payable 143,886 131,922 156,342
Lease liability – current 5,351 6,024 5,643
Accrued expenses and other current liabilities 91,190 108,972 100,632
Total current liabilities 253,427 259,918 276,367
Long-term borrowings under ABL Facility 20,000 0 70,000
Long-term debt, net 230,227 236,170 218,022
Lease liability – long-term 20,843 22,952 29,973
Deferred tax liabilities 48,631 48,020 51,066
Other liabilities 2,874 2,826 3,283
TOTAL LIABILITIES 576,002 569,886 648,711
Commitments and contingencies
STOCKHOLDERS’ EQUITY      
Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 31,256, 32,087 and 31,433, respectively 313 315 321
Additional paid-in capital 354,768 356,764 360,091
(Accumulated deficit) Retained earnings (112,284) (99,417) 21,597
Accumulated other comprehensive loss (16,283) (16,069) (16,241)
TOTAL STOCKHOLDERS’ EQUITY 226,514 241,593 365,768
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $ 802,516 $ 811,479 $ 1,014,479
v3.24.2.u1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 02, 2024
Feb. 02, 2024
Jul. 28, 2023
Statement of Financial Position [Abstract]      
Common stock, par value $ 0.01 $ 0.01 $ 0.01
Common stock, shares authorized 480,000,000 480,000,000 480,000,000
Common stock, shares issued 31,256,000 31,433,000 32,087,000
Common stock, shares outstanding 31,256,000 31,433,000 32,087,000
v3.24.2.u1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES    
Net loss $ (11,693) $ (9,670)
Adjustments to reconcile net loss to net cash provided by operating activities:    
Depreciation and amortization 17,697 18,844
Amortization of debt issuance costs 1,354 1,634
Loss on disposal of property and equipment 52 100
Stock-based compensation 2,658 1,893
Deferred income taxes 329 4,905
Long-lived asset impairment 2,805  
Other (276) (255)
Change in operating assets and liabilities:    
Accounts receivable, net 7,834 19,861
Inventories, net (10,346) 30,427
Accounts payable 14,023 (8,988)
Other operating assets (2,031) 2,354
Other operating liabilities (17,497) (6,278)
Net cash provided by operating activities 4,909 54,827
CASH FLOWS FROM INVESTING ACTIVITIES    
Sales of property and equipment 20  
Purchases of property and equipment (11,470) (22,862)
Net cash used in investing activities (11,450) (22,862)
CASH FLOWS FROM FINANCING ACTIVITIES    
Proceeds from borrowings under ABL Facility 49,000 118,000
Payments of borrowings under ABL Facility (29,000) (148,000)
Payments on term loan (6,500) (6,875)
Payments of debt issuance costs (724) (45)
Payments for taxes related to net share settlement of equity awards (1,041) (1,199)
Purchases and retirement of common stock, including excise tax paid (4,845) (6,789)
Net cash provided by (used in) financing activities 6,890 (44,908)
Effects of exchange rate changes on cash, cash equivalents and restricted cash 248 (5)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH 597 (12,948)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD 27,290 41,391
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD 27,887 28,443
SUPPLEMENTAL CASH FLOW DATA    
Unpaid liability to acquire property and equipment 1,698 3,551
Income taxes paid (refunded) 67 (298)
Interest paid 20,636 22,138
Operating lease right-of-use-assets obtained in exchange for lease liabilities $ 0 $ 1,542
v3.24.2.u1
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
shares in Thousands, $ in Thousands
Total
Common Stock Issued
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Loss
Balance at Jan. 27, 2023 $ 380,752 $ 326 $ 366,181 $ 31,267 $ (17,022)
Balance, shares at Jan. 27, 2023   32,626      
Net loss (1,652)     (1,652)  
Cumulative translation adjustment, net of tax 81       81
Stock-based compensation expense 1,083   1,083    
Vesting of restricted shares   $ 3 (3)    
Vesting of restricted shares, shares   408      
Common stock withheld related to net share settlement of equity awards (1,199)   (1,199)    
Common stock withheld related to net share settlement of equity awards, shares   (144)      
Purchases and retirement of common stock (3,781) $ (4) (3,777)    
Purchases and retirement of common stock, shares   (430)      
Balance at Apr. 28, 2023 375,284 $ 325 362,285 29,615 (16,941)
Balance, shares at Apr. 28, 2023   32,460      
Balance at Jan. 27, 2023 380,752 $ 326 366,181 31,267 (17,022)
Balance, shares at Jan. 27, 2023   32,626      
Net loss (9,670)        
Cumulative translation adjustment, net of tax 781        
Balance at Jul. 28, 2023 365,768 $ 321 360,091 21,597 (16,241)
Balance, shares at Jul. 28, 2023   32,087      
Balance at Apr. 28, 2023 375,284 $ 325 362,285 29,615 (16,941)
Balance, shares at Apr. 28, 2023   32,460      
Net loss (8,018)     (8,018)  
Cumulative translation adjustment, net of tax 700       700
Stock-based compensation expense 810   810    
Vesting of restricted shares, shares   2      
Purchases and retirement of common stock (3,008) $ (4) (3,004)    
Purchases and retirement of common stock, shares   (375)      
Balance at Jul. 28, 2023 365,768 $ 321 360,091 21,597 (16,241)
Balance, shares at Jul. 28, 2023   32,087      
Balance at Feb. 02, 2024 241,593 $ 315 356,764 (99,417) (16,069)
Balance, shares at Feb. 02, 2024   31,433      
Net loss (6,442)     (6,442)  
Cumulative translation adjustment, net of tax (513)       (513)
Stock-based compensation expense 1,226   1,226    
Vesting of restricted shares, shares   90      
Common stock withheld related to net share settlement of equity awards (249)   (249)    
Common stock withheld related to net share settlement of equity awards, shares   (31)      
Purchases and retirement of common stock (1,014) $ (1) (870) (143)  
Purchases and retirement of common stock, shares   (85)      
Balance at May. 03, 2024 234,601 $ 314 356,871 (106,002) (16,582)
Balance, shares at May. 03, 2024   31,407      
Balance at Feb. 02, 2024 241,593 $ 315 356,764 (99,417) (16,069)
Balance, shares at Feb. 02, 2024   31,433      
Net loss (11,693)        
Cumulative translation adjustment, net of tax (214)        
Balance at Aug. 02, 2024 226,514 $ 313 354,768 (112,284) (16,283)
Balance, shares at Aug. 02, 2024   31,256      
Balance at May. 03, 2024 234,601 $ 314 356,871 (106,002) (16,582)
Balance, shares at May. 03, 2024   31,407      
Net loss (5,251)     (5,251)  
Cumulative translation adjustment, net of tax 299       299
Stock-based compensation expense 1,432   1,432    
Vesting of restricted shares   $ 1 (1)    
Vesting of restricted shares, shares   160      
Common stock withheld related to net share settlement of equity awards (792)   (792)    
Common stock withheld related to net share settlement of equity awards, shares   (57)      
Purchases and retirement of common stock, including excise tax (3,775) $ (2) (2,742) (1,031)  
Purchases and retirement of common stock, including excise tax, shares   (254)      
Balance at Aug. 02, 2024 $ 226,514 $ 313 $ 354,768 $ (112,284) $ (16,283)
Balance, shares at Aug. 02, 2024   31,256      
v3.24.2.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
May 03, 2024
Jul. 28, 2023
Apr. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ (5,251) $ (6,442) $ (8,018) $ (1,652) $ (11,693) $ (9,670)
v3.24.2.u1
Insider Trading Arrangements
3 Months Ended
Aug. 02, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.2.u1
Background and Basis of Presentation
6 Months Ended
Aug. 02, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Background and Basis of Presentation

NOTE 1. BACKGROUND AND BASIS OF PRESENTATION

 

Description of Business

 

Lands’ End, Inc. (“Lands’ End” or the “Company”) is a leading digital retailer of solution-based apparel, swimwear, outerwear, accessories, footwear, home products and uniforms. Lands’ End offers products online at www.landsend.com, through third-party distribution channels, our own Company Operated stores and third-party license agreements. Lands’ End also offers products to businesses and schools, for their employees and students, through the Outfitters distribution channel. Lands’ End is a classic American lifestyle brand that creates solutions for life’s every journey. References to www.landsend.com do not constitute incorporation by reference of the information at www.landsend.com, and such information is not part of this Quarterly Report on Form 10-Q or any other filings with the SEC, unless otherwise explicitly stated.

 

Terms that are commonly used in the Company’s Notes to Condensed Consolidated Financial Statements are defined as follows:

 

ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date

 

ASC – Financial Accounting Standards Board Accounting Standards Codification, which serves as the source for authoritative GAAP, as supplemented by rules and interpretive releases by the SEC which are also sources of authoritative GAAP for SEC registrants

 

Company Operated stores – Lands’ End retail stores in the Retail distribution channel

 

Current Term Loan Facility – Term loan credit agreement, dated as of December 29, 2023, among the Company, Blue Torch Capital, as Administrative Agent and Collateral Agent, and the lenders party thereto

 

Debt Facilities – Collectively, the Current Term Loan Facility and ABL Facility

 

Deferred Awards – Time vesting stock awards

 

FASB – Financial Accounting Standards Board

 

Fiscal 2024 – The 52 weeks ending January 31, 2025

 

Fiscal 2023 – The 53 weeks ended February 2, 2024

 

Former Term Loan Facility – Term loan credit agreement, dated as of September 9, 2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto

 

GAAP – Accounting principles generally accepted in the United States

 

LIBOR – London inter-bank offered rate

 

Option Awards – Stock option awards

 

Performance Awards – Performance-based stock awards

 

SEC – United States Securities and Exchange Commission

 

SOFR – Secured Overnight Funding Rate

 

Target Shares – Number of restricted stock units awarded to a recipient which reflects the number of shares to be delivered based on achievement of target performance goals

 

Term Loan Adjusted SOFR – SOFR plus adjustments of either (a) 0.11448% for a one-month interest period, (b) 0.26161% for a three-month interest period, or (c) 0.42826% for a six-month interest period

 

Basis of Presentation

 

The Condensed Consolidated Financial Statements include the accounts of Lands’ End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

 

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands’ End Annual Report on Form 10-K filed with the SEC on April 3, 2024.

 

Macroeconomic Challenges

 

Macroeconomic issues which impact consumer discretionary spending, such as realized inflation-based price increases and high interest rates have continued to have an impact on our business. Apparel purchases historically have been influenced by domestic and global economic conditions, which may negatively impact customer demand and may require higher levels of promotion in order to attract and retain customers. Additionally, the variable interest rates associated with our Debt Facilities are negatively affected by higher interest rate environments. Macroeconomic challenges may lead to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products.

 

Restructuring

 

During Fiscal 2023, the Company reduced approximately 10% of its corporate office and Hong Kong sourcing office positions and incurred restructuring charges, primarily severance and benefit and other related costs. The reductions in the Hong Kong sourcing office were organizational changes to move positions to the Company’s corporate headquarters to centralize product development to better align with the Company’s speed-to-market initiatives. The reductions in the corporate office positions were made to better align with the evolving needs of the business and to invest in key growth areas. For the 26 weeks ended August 2, 2024, the Company incurred restructuring charges, primarily severance and benefit costs, related to cost optimization of business operations and strategic initiatives.

 

The Company incurred $2.3 million and $0.4 million of restructuring costs during the 13 weeks ended August 2, 2024 and July 28, 2023, respectively. Restructuring costs of $2.7 million and $0.4 million were incurred during the 26 weeks ended August 2, 2024 and July 28, 2023, respectively, and were recorded in Other operating expense, net in the Condensed Consolidated Statements of Operations. As of August 2, 2024, approximately $2.9 million of the restructuring costs had yet to be paid and are included in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

 

Long-lived Asset Impairment Analysis

Property and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In accordance with ASC 360, Property, Plant and Equipment (“ASC 360”) the Company reviewed the long-lived asset groups for impairment as of August 2, 2024.

 

During the 13 weeks ended August 2, 2024, the Company considered management’s decision to replace the existing information technology infrastructure with an enterprise resource planning (“ERP”) software system within the next 18 to 24 months to be a triggering event. The Company determined that certain long-lived assets, primarily capitalized internal-use software projects and computer software, would no longer be utilized or have future benefit with the planned ERP platform and recognized impairment in the amount of $2.8 million during the 13 weeks and 26 weeks ended August 2, 2024, respectively, recorded in Other operating expense, net in the Condensed Consolidated Statement of Operations.

The Company Operated store long-lived asset group, including Operating right-of-use assets, are regularly reviewed for impairment indicators. Impairment is assessed at the individual store level which is the lowest level of identifiable cash flows and considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between the estimated fair value of the asset and its

carrying value, net of salvage, and any costs of disposition. The fair value estimate is generally the discounted amount of estimated store-specific cash flows. No impairment was recognized for Operating lease right-of-use assets and property and equipment, net for individual identified Company Operated stores as of August 2, 2024 and July 28, 2023, respectively.

The Company reviewed the remaining long-lived asset groups for impairment as of August 2, 2024. The Company assessed the recoverability of our long-lived asset groups by comparing their projected undiscounted cash flows associated over remaining estimated useful lives of the primary asset in the long-lived asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As a result of the testing, the undiscounted cash flows of the remaining asset groups exceeded their respective carrying amounts resulting in no impairment as of August 2, 2024.

v3.24.2.u1
Recently Issued Accounting Pronouncements Not Yet Adopted
6 Months Ended
Aug. 02, 2024
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements Not Yet Adopted

NOTE 2. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS NOT YET ADOPTED

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-07 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for the annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of ASU 2024-02 on the Company’s Condensed Consolidated Financial Statements.

v3.24.2.u1
Loss Per Share
6 Months Ended
Aug. 02, 2024
Earnings Per Share [Abstract]  
Loss Per Share

NOTE 3. LOSS PER SHARE

 

The numerator for both basic and diluted earnings (loss) per share is net income (loss) attributable to the Company. The denominator for basic earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock outstanding during the reporting periods. The denominator for diluted earnings (loss) per share is based upon the number of weighted average shares of the Company’s common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with ASC 260, Earnings Per Share. Potentially dilutive securities for the diluted earnings (loss) per share calculations consist of non-vested equity shares of common stock and in-the-money outstanding options where the current stock price exceeds the option strike price.

 

The following table summarizes the components of basic and diluted loss per share:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands, except per share amounts)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(5,251

)

 

$

(8,018

)

 

$

(11,693

)

 

$

(9,670

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

Dilutive impact of stock awards

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

Diluted

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive shares excluded from diluted loss per common share calculation

 

 

509

 

 

 

1,618

 

 

 

806

 

 

 

1,411

 

 

Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss.

v3.24.2.u1
Other Comprehensive Loss
6 Months Ended
Aug. 02, 2024
Equity [Abstract]  
Other Comprehensive Loss

NOTE 4. OTHER COMPREHENSIVE LOSS

 

Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments. Our foreign subsidiaries use their foreign currency as their functional currency. Functional currency assets and liabilities are translated into U.S. Dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated transactions gains or losses are reclassified into net income.

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Beginning balance: Accumulated other comprehensive loss
      (net of tax of $
4,068, $4,503, $4,271 and $4,525, respectively)

 

$

(16,582

)

 

$

(16,941

)

 

$

(16,069

)

 

$

(17,022

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments (net of tax of ($79), ($186), ($282) and ($208), respectively)

 

 

299

 

 

 

700

 

 

 

(214

)

 

 

781

 

Ending balance: Accumulated other comprehensive loss
      (net of tax of $
3,989, $4,317, $3,989 and $4,317, respectively)

 

$

(16,283

)

 

$

(16,241

)

 

$

(16,283

)

 

$

(16,241

)

 

No amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.

v3.24.2.u1
Debt
6 Months Ended
Aug. 02, 2024
Debt Disclosure [Abstract]  
Debt

NOTE 5. DEBT

 

ABL Facility

 

The Company’s $275.0 million committed revolving ABL Facility includes a $70.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs and matures on July 29, 2026. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $275.0 million (“ABL Facility Limit”) or (2) the Borrowing Base or Loan Cap which

is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility.

The following table summarizes the Company’s ABL Facility borrowing availability:

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

ABL Facility limit

 

$

275,000

 

 

 

 

$

275,000

 

 

 

 

$

275,000

 

 

 

Borrowing Base

 

 

145,620

 

 

 

 

 

207,326

 

 

 

 

 

176,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding borrowings

 

 

20,000

 

 

6.68%

 

 

70,000

 

 

6.82%

 

 

 

 

 

Outstanding letters of credit

 

 

8,101

 

 

 

 

 

8,554

 

 

 

 

 

9,070

 

 

 

ABL Facility utilization at end of period

 

 

28,101

 

 

 

 

 

78,554

 

 

 

 

 

9,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABL Facility borrowing availability

 

$

117,519

 

 

 

 

$

128,772

 

 

 

 

$

167,241

 

 

 

 

Effective with the Fourth Amendment to the ABL Facility executed May 12, 2023, the benchmark interest rate was changed from LIBOR to SOFR plus an adjustment of 0.10% for all loans (“ABL Adjusted SOFR”). Loan interest rates are selected at the borrower’s election, is either (1) ABL Adjusted SOFR, or (2) a base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the one-month ABL Adjusted SOFR rate plus 1.00%, or (c) the Wells Fargo “prime rate”. The borrowing margin for ABL Adjusted SOFR loans is (i) less than $95.0 million, 1.25%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 1.50%, and (iii) greater than or equal to $180.0 million, 1.75%. For base rate loans, the borrowing margin is (i) less than $95.0 million, 0.50%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 0.75%, and (iii) greater than or equal to $180.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The Fourth Amendment had no material interest rate impact.

 

The ABL Facility fees include (i) commitment fees of 0.25% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. As of August 2, 2024, the Company had $20.0 million borrowings outstanding under the ABL Facility.

 

Long-Term Debt

 

On December 29, 2023, the Company entered into the Current Term Loan Facility which provides borrowings of $260.0 million, the proceeds of which were used to repay all of the indebtedness under the Former Term Loan Facility and to pay fees and expenses in connection with the financing. Origination costs, including a 3% original issue discount of $7.8 million and debt origination fees of $3.8 million, were incurred in connection with entering into the Current Term Loan Facility. The original issue discount and the debt origination fees are presented as a direct deduction from the carrying value of the Current Term Loan Facility and Former Term Loan Facility and are amortized over the term of the loan to Interest expense in the Condensed Consolidated Statements of Operations.

 

The Current Term Loan Facility will mature on December 29, 2028, and will amortize at a rate equal to 1.25% per quarter. Depending upon the Company’s Total Leverage Ratio, as defined in the Current Term Loan Facility, mandatory prepayments in an amount equal to a percentage of the Company’s excess cash flows in each fiscal year, ranging from 0% to 75% are required. The Current Term Loan Facility also has typical prepayment requirements for the proceeds of certain asset sales, casualty events and extraordinary receipts. Voluntary prepayment and certain mandatory prepayments made (i) on or before December 29, 2024 would result in a prepayment premium equal to 3% of the principal amount of the loan prepaid plus a yield maintenance fee, (ii) between December 30, 2024 and December 29, 2025 would result in a prepayment premium equal to 2% of the principal amount of the loan prepaid, (iii) between December 30, 2025 and December 29, 2026, would result in a prepayment premium equal to 1% of the principal amount of the loan prepaid, (iv) between December 30, 2026 and December 29, 2027, would result in a prepayment premium equal to 0.5% of the principal amount of the loan prepaid and (v) thereafter no prepayment premium is due.

 

The Company’s long-term debt consisted of the following:

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

Former Term Loan Facility

 

$

 

 

—%

 

$

237,188

 

 

14.97%

 

$

 

 

—%

Current Term Loan Facility

 

 

253,500

 

 

13.70%

 

 

 

 

—%

 

 

260,000

 

 

13.70%

Less: Current portion of long-term debt

 

 

13,000

 

 

 

 

 

13,750

 

 

 

 

 

13,000

 

 

 

Less: Unamortized debt issuance costs

 

 

10,273

 

 

 

 

 

5,416

 

 

 

 

 

10,830

 

 

 

Long-term debt, net

 

$

230,227

 

 

 

 

$

218,022

 

 

 

 

$

236,170

 

 

 

 

The interest rates per annum applicable to the loans under the Current Term Loan Facility are based on a fluctuating rate of interest equal to, at the Company’s election, either (1) Term Loan Adjusted SOFR loan (subject to a 2% floor) plus an applicable margin, or (2) an alternative base rate loan plus an applicable margin. The applicable margin is based on the Company’s net leverage and will be, (i) for Term Loan Adjusted SOFR loans, 8.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 8.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 7.75% per annum if the total leverage ratio is less than 2.25:1.00 and (ii) for base rate loans, 7.25% per annum if the total leverage ratio is greater than or equal to 2.75:1.00, 7.00% per annum if the total leverage ratio is less than 2.75:1.00 but greater than or equal to 2.25:1.00, and 6.75% per annum if the total leverage ratio is less than 2.25:1.00. In each case, the net leverage is determined as of the last day of each applicable measurement period.

 

Effective with the First Amendment to the Former Term Loan Facility executed June 22, 2023, the interest rate benchmark changed from LIBOR to Term Loan Adjusted SOFR. The annual interest rate applicable to the loans under the Former Term Loan Facility was based on a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) a Term Loan Adjusted SOFR rate plus 9.75% or (2) an alternative base rate (which is the greater of (i) the prime rate published in the Wall Street Journal, (ii) the federal funds rate, which was to be no lower than 0.00% plus ½ of 1.00%, or (iii) the one month Term Loan Adjusted SOFR rate plus 1.00% per annum) plus 8.75%.

 

Both the Current and Former Term Loan Facilities contain customary agency fees.

 

Debt Facilities

 

Guarantees; Security

 

All obligations under the Debt Facilities are unconditionally guaranteed by Lands’ End, Inc. and, subject to certain exceptions, each of its existing and future direct and indirect subsidiaries. The ABL Facility is secured by a first priority security interest in certain working capital of the borrowers and guarantors consisting primarily of accounts receivable and inventory. The Current Term Loan Facility is also secured by a second priority security interest in the same collateral, with certain exceptions.

 

The Current Term Loan Facility is also secured by a first priority security interest in certain property and assets, including certain fixed assets such as real estate, stock of subsidiaries and intellectual property, in each case, subject to certain exceptions. The ABL Facility is also secured by a second priority interest in the same collateral, with certain exceptions.

 

Representations and Warranties; Covenants

 

Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict Lands’ End, Inc.’s and its subsidiaries’ ability to incur indebtedness (including guarantees), grant liens, make investments, make dividends or distributions with respect to capital stock, make prepayments on other indebtedness, engage in mergers or change the nature of their business.

 

The Current Term Loan Facility contains financial covenants, including a quarterly maximum total leverage ratio test and a monthly minimum liquidity test.

 

Under the ABL Facility, if excess availability falls below the greater of 10% of the Loan Cap amount or $15.0 million, the Company will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0.

 

The Debt Facilities contain certain affirmative covenants, including reporting requirements such as delivery of financial statements, certificates and notices of certain events, maintaining insurance and providing additional guarantees and collateral in certain circumstances.

 

As of August 2, 2024, the Company was in compliance with its financial covenants in the Debt Facilities.

Events of Default

 

The Debt Facilities include customary events of default including non-payment of principal, interest or fees, violation of covenants, inaccuracy of representations or warranties, cross defaults related to certain other material indebtedness, bankruptcy and insolvency events, invalidity or impairment of guarantees or security interests, material judgments and change of control.

v3.24.2.u1
Stock-Based Compensation
6 Months Ended
Aug. 02, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation

NOTE 6. STOCK-BASED COMPENSATION

 

The Company expenses the fair value of all stock awards over their requisite service period, ensuring that the amount of cumulative stock-based compensation expense recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust stock-based compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize stock-based compensation expense on a straight-line basis for awards that only have a service requirement with multiple vest dates.

 

The Company has granted the following types of stock awards to employees at management levels and above, each of which are granted under the Company’s stockholder approved stock plans, other than inducement grants outside of the Company’s stockholder approved stock plans in accordance with Nasdaq Listing Rule 5635(c)(4):

 

Deferred Awards are in the form of restricted stock units and only require each recipient to complete a service period for the awards to be earned. Deferred Awards generally vest over three years. The fair value of Deferred Awards is based on the closing price of the Company’s common stock on the grant date. Stock-based compensation expense is recognized ratably over the service period and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.
Performance Awards are in the form of restricted stock units and have, in addition to a service requirement, financial performance criteria and/or stock performance criteria that must be achieved for the awards to be earned. For the Performance Awards granted in Fiscal 2024, a portion have financial performance criteria and a portion have stock performance criteria. Certain Performance Awards granted in Fiscal 2024 vest up to 100% of the specified number of shares, contingent upon the Company’s common stock achieving a specified average per share closing stock price over a specified number of trading days, and other Performance Awards granted in Fiscal 2024 vest based on financial performance criteria. For Performance Awards with financial performance criteria, the Target Shares earned can range from 50% to 200% (such result, the “Earned Shares”) once minimum thresholds have been reached and depend on the achievement of certain financial measures for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. The Performance Awards granted in Fiscal 2023 are also subject to a relative total shareholder return (“TSR”) modifier which is based on the Company’s total return to stockholders over the measurement period relative to a custom peer group. The Fiscal 2023 Performance Award TSR modifier can result in an adjustment of 75% to 125% of the Earned Shares, subject to an overall cap of 200% of Target Shares and a modifier limitation to 100% of Target Shares in the event TSR is negative. For Fiscal 2024 Performance Awards with stock performance criteria, the Target Shares earned can range from 0% to 100% based on the Company’s highest average per share common stock closing stock price measured over any 20 consecutive trading-day period for the cumulative period comprised of three-consecutive fiscal years beginning with the fiscal year of the grant date. Performance Awards are also subject to limitations under the Company’s stockholder approved stock plans. The applicable percentage of the Target Shares, as determined by financial performance or stock price performance, vest after the completion of the applicable three-year performance period and upon determination of achievement of the performance measures by the Compensation Committee of the Board of Directors, and unearned Target Shares are forfeited. The fair value of the Performance Awards granted prior to Fiscal 2023, as well as the portion of the Fiscal 2024 Performance Awards with financial performance criteria, are based on the closing price of the Company’s common stock on the grant date. For the portion of the Performance Awards granted in Fiscal 2024 with stock performance criteria and the Performance Awards granted in Fiscal 2023 with a relative TSR modifier, the grant date fair value is based on the Monte Carlo simulation model. Stock-based compensation expense, including awards with market conditions, 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. The Company accrues for Performance Awards
on a 100% payout unless it becomes probable that the outcome will be significantly different, or the performance can be accurately measured.
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 over the requisite service period of the award. The fair value of each Option Award is estimated on the grant date using the Black-Scholes option pricing model.

 

The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred awards

 

$

943

 

 

$

1,242

 

 

$

1,865

 

 

$

2,221

 

Performance awards (1)

 

 

385

 

 

 

(536

)

 

 

585

 

 

 

(536

)

Option awards

 

 

104

 

 

 

104

 

 

 

208

 

 

 

208

 

Total stock-based compensation expense

 

$

1,432

 

 

$

810

 

 

$

2,658

 

 

$

1,893

 

 

(1)
Net credit expense for the 13 and 26 weeks ended July 28, 2023 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.

 

Deferred Awards

 

The following table provides a summary of the Deferred Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Deferred Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Deferred Awards as of February 2, 2024

 

 

959

 

 

$

11.44

 

Granted

 

 

307

 

 

 

11.34

 

Vested

 

 

(250

)

 

 

14.78

 

Forfeited or expired

 

 

(75

)

 

 

10.97

 

Unvested Deferred Awards as of August 2, 2024

 

 

941

 

 

$

10.56

 

 

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $7.0 million as of August 2, 2024, which is expected to be recognized ratably over a weighted average period of 2.1 years. The total fair value of Deferred Awards vested during the 26 weeks ended August 2, 2024 and July 28, 2023 was $3.7 million and $5.1 million, respectively. The Deferred Awards granted to employees during the 26 weeks ended August 2, 2024 vest over a period of three years.

 

Performance Awards

 

The following table provides a summary of the Performance Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Performance Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Performance Awards as of February 2, 2024

 

 

607

 

 

$

13.14

 

Granted

 

 

264

 

 

 

10.30

 

Change in estimate - performance

 

 

(57

)

 

 

29.95

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(23

)

 

 

12.87

 

Unvested Performance Awards as of August 2, 2024

 

 

791

 

 

$

11.00

 

 

Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $3.7 million as of August 2, 2024 which is expected to be recognized ratably over a weighted average period of 2.2 years. The Performance Awards granted to employees during the 26 weeks ended August 2, 2024 vest, if earned, after completion of the applicable three-year performance period.

 

Option Awards

 

The following table provides a summary of the Option Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Option Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Option Awards outstanding as of February 2, 2024

 

 

511

 

 

$

16.08

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Expired

 

 

(294

)

 

 

18.10

 

Option Awards outstanding as of August 2, 2024

 

 

217

 

 

$

13.34

 

 

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of August 2, 2024:

 

(in thousands, except contractual life and exercise price amounts)

 

Option Awards

 

 

Weighted
Average
Remaining Contractual Life (Years)

 

 

Weighted
Average
Exercise Price

 

 

Aggregate Intrinsic Value

 

Option Awards vested and expected to vest

 

 

217

 

 

 

7.02

 

 

$

13.34

 

 

$

854

 

Option Awards exercisable

 

 

91

 

 

 

5.30

 

 

$

16.84

 

 

$

213

 

 

Total unrecognized stock-based compensation expense related to Option Awards expected to vest was approximately $0.5 million as of August 2, 2024, which is expected to be recognized over a weighted average period of 1.3 years.

v3.24.2.u1
Stockholders' Equity
6 Months Ended
Aug. 02, 2024
Stockholders' Equity Note [Abstract]  
Stockholders' Equity

NOTE 7. STOCKHOLDERS’ EQUITY

 

Share Repurchase Program

 

On June 28, 2022, the Company announced that its Board of Directors authorized the Company to repurchase up to $50.0 million of the Company’s common stock through February 2, 2024 (the “2022 Share Repurchase Program”). Under the 2022 Share Repurchase Program, the Company could repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases were determined by the Company’s management depending upon market conditions and other factors and at times were made pursuant to a Rule 10b5-1 trading plan. The 2022 Share Repurchase Program expired on February 2, 2024.

 

On March 15, 2024, the Company announced that its Board of Directors authorized the Company to repurchase up to $25.0 million of the Company’s common stock through March 31, 2026 (the “2024 Share Repurchase Program”). Under the 2024 Share Repurchase Program, the Company may repurchase its common stock through open market purchases, in privately negotiated transactions, or by other means in accordance with federal securities laws, including Rule 10b-18 of the Exchange Act. The amount and timing of purchases will be determined by the Company’s management depending upon market conditions and other factors and may be made pursuant to a Rule 10b5-1 trading plan. The 2024 Share Repurchase Program may be suspended or discontinued at any time. As of August 2, 2024, additional purchases of up to $20.3 million could be made under the 2024 Share Repurchase Program. All repurchases are subject to compliance with the Current Term Loan Facility which imposes a per fiscal year limitation on share repurchases.

The following table summarizes the Company’s share repurchases for the 13 and 26 weeks ended August 2, 2024 (under the 2024 Share Repurchase Program) and July 28, 2023 (under the 2022 Share Repurchase Program):

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(Shares and $ in thousands except average per share cost)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Number of shares repurchased

 

 

254

 

 

 

403

 

 

 

339

 

 

 

833

 

Total cost

 

$

3,731

 

 

$

3,000

 

 

$

4,744

 

 

$

6,772

 

Average per share cost (1)

 

$

14.70

 

 

$

7.45

 

 

$

13.99

 

 

$

8.13

 

 

(1)
Average price paid per share excludes broker commissions and excise tax.

 

The Company retired all shares that were repurchased through the 2024 Share Repurchase Program and the 2022 Share Repurchase Program during the 26 weeks ended August 2, 2024 and July 28, 2023, respectively. In accordance with the FASB ASC 505—Equity, the par value of the shares retired was charged against Common stock and the remaining purchase price was allocated between Additional paid-in capital and (Accumulated deficit) Retained earnings. The portion charged against Additional paid-in capital is determined based on the Additional paid-in capital per share amount recorded in the initial issuance of the shares with the remaining to (Accumulated deficit) Retained earnings. Shares purchased at a price less than that of initial issuance is charged only against Additional paid-in capital. The total cost of the broker commissions and excise tax is charged directly to (Accumulated deficit) Retained earnings. For the shares retired during the 13 and 26 weeks ended August 2, 2024, $1.0 million and $1.2 million, respectively, was charged to (Accumulated deficit) Retained Earnings. For the shares retired during the 13 and 26 weeks ended July 28, 2023, no amount was charged to (Accumulated deficit) Retained earnings.

v3.24.2.u1
Accrued Expenses and Other Current Liabilities
6 Months Ended
Aug. 02, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consisted of the following:

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

Deferred gift card revenue

 

$

34,179

 

 

$

33,556

 

 

$

35,604

 

Accrued employee compensation and benefits

 

 

20,238

 

 

 

22,922

 

 

 

28,449

 

Reserve for sales returns and allowances

 

 

14,907

 

 

 

18,404

 

 

 

21,560

 

Deferred revenue

 

 

9,302

 

 

 

8,081

 

 

 

4,314

 

Accrued property, sales and other taxes

 

 

7,412

 

 

 

8,300

 

 

 

8,795

 

Other

 

 

5,152

 

 

 

9,369

 

 

 

10,250

 

Total Accrued expenses and other current liabilities

 

$

91,190

 

 

$

100,632

 

 

$

108,972

 

v3.24.2.u1
Fair Value Measurements of Financial Assets and Liabilities
6 Months Ended
Aug. 02, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements of Financial Assets and Liabilities

NOTE 9. FAIR VALUE MEASUREMENTS OF FINANCIAL ASSETS AND LIABILITIES

 

Cash and cash equivalents and restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value based on Level 1 inputs. Cash and cash equivalents and restricted cash amounts are valued based upon statements received from financial institutions. The fair value of restricted cash was $2.2 million, $1.8 million and $2.0 million as of August 2, 2024, July 28, 2023 and February 2, 2024, respectively.

Carrying amounts and fair values of long-term debt, including current portion, in the Condensed Consolidated Balance Sheets are as follows:

 

 

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

(in thousands)

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

Long-term debt, including current portion

 

$

253,500

 

 

$

246,160

 

 

$

237,188

 

 

$

226,786

 

 

$

260,000

 

 

$

258,139

 

 

The Company’s valuation of long-term debt, including current portion, at fair value is considered a Level 3 instrument under the fair value hierarchy. The Company’s valuation techniques include the Black-Derman-Toy (“BDT”) model as well as market inputs from management. The BDT modeling approach is particularly relevant given the Current Term Loan Facility’s features, including the optional redemption provision. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of August 2, 2024, July 28, 2023 and February 2, 2024.

v3.24.2.u1
Income Taxes
6 Months Ended
Aug. 02, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

NOTE 10. INCOME TAXES

 

Provision for Income Taxes

 

At the end of each quarter, the Company estimates its effective income tax rate pursuant to ASC 740. The rate for the period consists of the tax rate expected to be applied for the full year to ordinary income adjusted for any discrete items recorded in the period.

The Company recorded a tax benefit at an overall effective tax rate of 33.4% for the 13 weeks ended August 2, 2024, and a tax expense at an overall effective tax rate of (32.4)% for the 13 weeks ended July 28, 2023. The Company recorded a tax benefit at an overall rate of 26.4% for the 26 weeks ended August 2, 2024 and a tax expense at an overall rate of (17.5)% for the 26 weeks ended July 28, 2023. The overall effective tax rates for the 13 and 26 weeks ended August 2, 2024 vary from the U.S. federal statutory rate of 21% as a result of state taxes, non-deductible expenses, and the impact of stock-based compensation adjustments. The overall effective tax rate for the 13 and 26 weeks ended July 28, 2023 reflects a one-time tax expense related to the write-off of deferred tax benefits for stock-based compensation.

v3.24.2.u1
Commitments and Contingencies
6 Months Ended
Aug. 02, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

NOTE 11. COMMITMENTS AND CONTINGENCIES

 

Legal Proceedings

 

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on results of operations, cash flows or financial position taken as a whole.

v3.24.2.u1
Segment Reporting
6 Months Ended
Aug. 02, 2024
Segment Reporting [Abstract]  
Segment Reporting

NOTE 12. SEGMENT REPORTING

 

For the 26 weeks ended August 2, 2024, the Company’s operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party and Retail.

 

The Company determined that each of the operating segments have similar economic and other qualitative characteristics, thus the results of the operating segments are aggregated into one external reportable segment.

 

Lands’ End identifies five separate distribution channels for revenue reporting purposes:

 

U.S. eCommerce offers products through the Company’s eCommerce website.

 

International offers products primarily to consumers located in Europe and through the Company’s eCommerce international websites and third-party affiliates.

 

Outfitters sells uniform and logo apparel to businesses and their employees, as well as to student households through school relationships, located primarily in the U.S.

 

Third Party sells the same products as U.S. eCommerce but direct to consumers through third-party marketplace websites and through domestic wholesale relationships. In addition, Third Party generates revenue from licensing agreements.

Retail sells products through the Company Operated stores.

 

Net revenue is presented by distribution channel in the following tables:

 

 

 

13 Weeks Ended

 

% of Net

 

 

13 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

188,336

 

 

59.4

%

 

$

195,921

 

 

60.6

%

International

 

 

22,950

 

 

7.2

%

 

 

22,818

 

 

7.1

%

Outfitters

 

 

63,159

 

 

19.9

%

 

 

67,984

 

 

21.0

%

Third Party

 

 

30,114

 

 

9.5

%

 

 

24,395

 

 

7.5

%

Retail

 

 

12,614

 

 

4.0

%

 

 

12,245

 

 

3.8

%

Total Net revenue

 

$

317,173

 

 

 

 

$

323,363

 

 

 

 

 

 

26 Weeks Ended

 

% of Net

 

 

26 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

358,868

 

 

59.5

%

 

$

373,623

 

 

59.0

%

International

 

 

47,918

 

 

8.0

%

 

 

48,210

 

 

7.6

%

Outfitters

 

 

105,836

 

 

17.6

%

 

 

141,953

 

 

22.4

%

Third Party

 

 

67,568

 

 

11.2

%

 

 

47,384

 

 

7.5

%

Retail

 

 

22,454

 

 

3.7

%

 

 

21,751

 

 

3.5

%

Total Net revenue

 

$

602,644

 

 

 

 

$

632,921

 

 

 

v3.24.2.u1
Revenue
6 Months Ended
Aug. 02, 2024
Revenue from Contract with Customer [Abstract]  
Revenue

NOTE 13. REVENUE

 

Net Revenue

 

Product Sales

 

Revenue includes sales of merchandise and delivery revenue related to merchandise sold. Substantially all of the Company’s revenue is recognized when control of product passes to customers, which for the U.S. eCommerce, International, Outfitters and Third Party distribution channels is when the merchandise is expected to be received by the customer and for the Retail distribution channel is at the time of sale in the store. The Company recognizes revenue, including shipping and handling fees billed to customers, in the amount expected to be received when control of the Company’s products transfers to customers, and is presented net of various forms of promotions, which range from contractually fixed percentage price reductions to sales returns, discounts, and other incentives that may vary in amount. Variable amounts are estimated based on an analysis of historical experience and adjusted as better estimates become available.

 

The Company’s revenue is disaggregated by distribution channel and geographic location. Revenue by distribution channel is presented in Note 12, Segment Reporting. Revenue by geographic location was:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

291,041

 

 

$

296,653

 

 

$

548,548

 

 

$

577,057

 

Europe

 

 

23,330

 

 

 

23,305

 

 

 

48,638

 

 

 

49,182

 

Other

 

 

2,802

 

 

 

3,405

 

 

 

5,458

 

 

 

6,682

 

Total Net revenue

 

$

317,173

 

 

$

323,363

 

 

$

602,644

 

 

$

632,921

 

 

Licensing Agreements

 

The Company generates royalty revenue from licensing the right to use its trademarks to third parties. The licensing agreements generally are exclusive to a product category, selling channel and/or geography, have terms in excess of one year, provide for annual guaranteed minimum royalties and, in most cases, include renewal options. In certain agreements, the licensee pays the Company a fulfillment fee for licensed product sold on the Company’s website and fulfilled from the Company’s distribution center. The trademark royalty revenue and fulfillment fee are included in Net revenue and reported in the Third Party distribution channel. See Note 12, Segment Reporting.

In exchange for providing these rights, the license agreements require the licensees to pay the Company a trademark royalty based on net sales as defined in the license agreements. The Company recognizes sales-based royalty revenue at the later of (i) when the related sales of the licensed product occur, or (ii) when the performance obligation has been satisfied, when the Company expects the annual guaranteed minimums will be met, where such provisions exist. If a sales-based royalty is not ultimately expected to exceed a contractually guaranteed minimum royalty amount, the minimum is recognized straight-line as revenue over the contractual period, if all other criteria of revenue recognition have been met.

 

In certain agreements, the Company agreed to perform transitional activities, such as marketing costs, for the licensed products. The Company receives reimbursement for such costs. The amount of these reimbursements, which are recorded as a reduction of Selling and administrative expenses in the Condensed Consolidated Statements of Operations, for the 13 and 26 weeks ended August 2, 2024 was $2.1 million and $3.3 million, respectively.

 

Contract Liabilities

 

Contract liabilities consist of payments received in advance of the transfer of control to the customer. As products are delivered and control transfers, the Company recognizes the deferred revenue in Net revenue in the Condensed Consolidated Statements of Operations. The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, and amounts recognized through Net revenue for each period presented. The majority of deferred revenue as of August 2, 2024 is expected to be recognized in Net revenue in the fiscal quarter ending November 1, 2024, as products are delivered to customers.

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred revenue beginning of period

 

$

9,340

 

 

$

6,019

 

 

$

4,314

 

 

$

7,484

 

Deferred revenue recognized in period

 

 

(9,125

)

 

 

(5,805

)

 

 

(4,100

)

 

 

(7,270

)

Revenue deferred in period

 

 

9,087

 

 

 

7,867

 

 

 

9,088

 

 

 

7,867

 

Deferred revenue end of period

 

$

9,302

 

 

$

8,081

 

 

$

9,302

 

 

$

8,081

 

 

Revenue from gift cards is recognized when (i) the gift card is redeemed by the customer for merchandise, or (ii) as gift card breakage, an estimate of gift cards which will not be redeemed where the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. Gift card breakage is recorded within Net revenue in the Condensed Consolidated Statements of Operations. Prior to their redemption, gift cards are recorded as a liability and included within Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets. The liability is estimated based on expected breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Balance as of beginning of period

 

$

35,119

 

 

$

34,222

 

 

$

35,604

 

 

$

33,029

 

Gift cards sold

 

 

14,562

 

 

 

13,171

 

 

 

29,617

 

 

 

28,786

 

Gift cards redeemed

 

 

(14,019

)

 

 

(13,048

)

 

 

(28,212

)

 

 

(26,682

)

Gift card breakage

 

 

(1,483

)

 

 

(789

)

 

 

(2,830

)

 

 

(1,577

)

Balance as of end of period

 

$

34,179

 

 

$

33,556

 

 

$

34,179

 

 

$

33,556

 

 

Refund Liabilities

 

Refund liabilities, primarily associated with product sales returns and retrospective volume rebates, represent variable consideration and are estimated and recorded as a reduction to Net revenue based on historical experience. Refund liabilities, primarily associated with estimated product returns, were $14.9 million, $18.4 million and $21.6 million as of August 2, 2024, July 28, 2023 and February 2, 2024, respectively, and reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets.

v3.24.2.u1
Recently Issued Accounting Pronouncements Not Yet Adopted (Policies)
6 Months Ended
Aug. 02, 2024
Accounting Changes and Error Corrections [Abstract]  
Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-07 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”), which includes requirements that an entity disclose specific categories in the rate reconciliation and provide additional information for reconciling items that are greater than five percent of the amount computed by multiplying pretax income (or loss) by the applicable statutory income rate. The standard also requires that entities disclose income (or loss) from continuing operations before income tax expense (or benefit) and income tax expense (or benefit) each disaggregated between domestic and foreign. ASU 2023-09 is effective for the annual periods beginning after December 15, 2024. The Company is currently assessing the impact of ASU 2023-09 on the Company’s Condensed Consolidated Financial Statement disclosures.

 

In March 2024, FASB issued ASU 2024-02, Codification Improvements—Amendments to Remove References to the Concepts Statements (“ASU 2024-02”), which is intended to simplify the Codification and draw a distinction between authoritative and non-authoritative literature. ASU 2024-02 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of ASU 2024-02 on the Company’s Condensed Consolidated Financial Statements.

v3.24.2.u1
Loss Per Share (Tables)
6 Months Ended
Aug. 02, 2024
Earnings Per Share [Abstract]  
Schedule of Components of Basic and Diluted EPS

The following table summarizes the components of basic and diluted loss per share:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands, except per share amounts)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net loss

 

$

(5,251

)

 

$

(8,018

)

 

$

(11,693

)

 

$

(9,670

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

Dilutive impact of stock awards

 

 

 

 

 

 

 

 

 

 

 

 

Diluted weighted average common shares outstanding

 

 

31,376

 

 

 

32,117

 

 

 

31,407

 

 

 

32,280

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

Diluted

 

$

(0.17

)

 

$

(0.25

)

 

$

(0.37

)

 

$

(0.30

)

 

 

 

 

 

 

 

 

 

 

 

 

Anti-dilutive shares excluded from diluted loss per common share calculation

 

 

509

 

 

 

1,618

 

 

 

806

 

 

 

1,411

 

v3.24.2.u1
Other Comprehensive Loss (Tables)
6 Months Ended
Aug. 02, 2024
Equity [Abstract]  
Schedule of Other Comprehensive Loss

Other comprehensive income (loss) encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments. Our foreign subsidiaries use their foreign currency as their functional currency. Functional currency assets and liabilities are translated into U.S. Dollars using exchange rates in effect at the balance sheet date, and revenues and expenses are translated at average exchange rates during the period. Resulting translation gains and losses are reported in other comprehensive income (loss), until the substantial liquidation of a subsidiary, at which time accumulated transactions gains or losses are reclassified into net income.

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Beginning balance: Accumulated other comprehensive loss
      (net of tax of $
4,068, $4,503, $4,271 and $4,525, respectively)

 

$

(16,582

)

 

$

(16,941

)

 

$

(16,069

)

 

$

(17,022

)

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments (net of tax of ($79), ($186), ($282) and ($208), respectively)

 

 

299

 

 

 

700

 

 

 

(214

)

 

 

781

 

Ending balance: Accumulated other comprehensive loss
      (net of tax of $
3,989, $4,317, $3,989 and $4,317, respectively)

 

$

(16,283

)

 

$

(16,241

)

 

$

(16,283

)

 

$

(16,241

)

v3.24.2.u1
Debt (Tables)
6 Months Ended
Aug. 02, 2024
Debt Disclosure [Abstract]  
Summary of Company's Maximum Borrowing Availability Under ABL Facility

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

ABL Facility limit

 

$

275,000

 

 

 

 

$

275,000

 

 

 

 

$

275,000

 

 

 

Borrowing Base

 

 

145,620

 

 

 

 

 

207,326

 

 

 

 

 

176,311

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding borrowings

 

 

20,000

 

 

6.68%

 

 

70,000

 

 

6.82%

 

 

 

 

 

Outstanding letters of credit

 

 

8,101

 

 

 

 

 

8,554

 

 

 

 

 

9,070

 

 

 

ABL Facility utilization at end of period

 

 

28,101

 

 

 

 

 

78,554

 

 

 

 

 

9,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ABL Facility borrowing availability

 

$

117,519

 

 

 

 

$

128,772

 

 

 

 

$

167,241

 

 

 

 

Effective with the Fourth Amendment to the ABL Facility executed May 12, 2023, the benchmark interest rate was changed from LIBOR to SOFR plus an adjustment of 0.10% for all loans (“ABL Adjusted SOFR”). Loan interest rates are selected at the borrower’s election, is either (1) ABL Adjusted SOFR, or (2) a base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the one-month ABL Adjusted SOFR rate plus 1.00%, or (c) the Wells Fargo “prime rate”. The borrowing margin for ABL Adjusted SOFR loans is (i) less than $95.0 million, 1.25%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 1.50%, and (iii) greater than or equal to $180.0 million, 1.75%. For base rate loans, the borrowing margin is (i) less than $95.0 million, 0.50%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 0.75%, and (iii) greater than or equal to $180.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter. The Fourth Amendment had no material interest rate impact.

 

The ABL Facility fees include (i) commitment fees of 0.25% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter, (ii) customary letter of credit fees and (iii) customary annual agent fees. As of August 2, 2024, the Company had $20.0 million borrowings outstanding under the ABL Facility.

Schedule of Company's Long Term Debt

The Company’s long-term debt consisted of the following:

 

 

 

August 2, 2024

 

July 28, 2023

 

February 2, 2024

(in thousands)

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

 

Amount

 

 

Interest Rate

Former Term Loan Facility

 

$

 

 

—%

 

$

237,188

 

 

14.97%

 

$

 

 

—%

Current Term Loan Facility

 

 

253,500

 

 

13.70%

 

 

 

 

—%

 

 

260,000

 

 

13.70%

Less: Current portion of long-term debt

 

 

13,000

 

 

 

 

 

13,750

 

 

 

 

 

13,000

 

 

 

Less: Unamortized debt issuance costs

 

 

10,273

 

 

 

 

 

5,416

 

 

 

 

 

10,830

 

 

 

Long-term debt, net

 

$

230,227

 

 

 

 

$

218,022

 

 

 

 

$

236,170

 

 

 

v3.24.2.u1
Stock-Based Compensation (Tables)
6 Months Ended
Aug. 02, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Stock-Based Compensation Expense

The following table provides a summary of the Company’s stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred awards

 

$

943

 

 

$

1,242

 

 

$

1,865

 

 

$

2,221

 

Performance awards (1)

 

 

385

 

 

 

(536

)

 

 

585

 

 

 

(536

)

Option awards

 

 

104

 

 

 

104

 

 

 

208

 

 

 

208

 

Total stock-based compensation expense

 

$

1,432

 

 

$

810

 

 

$

2,658

 

 

$

1,893

 

 

(1)
Net credit expense for the 13 and 26 weeks ended July 28, 2023 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.
Summary of Deferred Awards Activity

The following table provides a summary of the Deferred Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Deferred Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Deferred Awards as of February 2, 2024

 

 

959

 

 

$

11.44

 

Granted

 

 

307

 

 

 

11.34

 

Vested

 

 

(250

)

 

 

14.78

 

Forfeited or expired

 

 

(75

)

 

 

10.97

 

Unvested Deferred Awards as of August 2, 2024

 

 

941

 

 

$

10.56

 

Summary of Performance Awards Activity

The following table provides a summary of the Performance Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Performance Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Unvested Performance Awards as of February 2, 2024

 

 

607

 

 

$

13.14

 

Granted

 

 

264

 

 

 

10.30

 

Change in estimate - performance

 

 

(57

)

 

 

29.95

 

Vested

 

 

 

 

 

 

Forfeited or expired

 

 

(23

)

 

 

12.87

 

Unvested Performance Awards as of August 2, 2024

 

 

791

 

 

$

11.00

 

Summary of Changes in Outstanding Options Awards

The following table provides a summary of the Option Awards activity for the 26 weeks ended August 2, 2024:

 

 

 

Option Awards

 

(in thousands, except per share amounts)

 

Number of
Shares

 

 

Weighted Average
Grant Date Fair Value
per Share

 

Option Awards outstanding as of February 2, 2024

 

 

511

 

 

$

16.08

 

Granted

 

 

 

 

 

 

Exercised

 

 

 

 

 

 

Forfeited

 

 

 

 

 

 

Expired

 

 

(294

)

 

 

18.10

 

Option Awards outstanding as of August 2, 2024

 

 

217

 

 

$

13.34

 

Summary of Information about Option Awards Vested and Expected to Vest

The following table provides a summary of information about the Option Awards vested and expected to vest during the contractual term, as well as Option Awards exercisable as of August 2, 2024:

 

(in thousands, except contractual life and exercise price amounts)

 

Option Awards

 

 

Weighted
Average
Remaining Contractual Life (Years)

 

 

Weighted
Average
Exercise Price

 

 

Aggregate Intrinsic Value

 

Option Awards vested and expected to vest

 

 

217

 

 

 

7.02

 

 

$

13.34

 

 

$

854

 

Option Awards exercisable

 

 

91

 

 

 

5.30

 

 

$

16.84

 

 

$

213

 

v3.24.2.u1
Stockholders' Equity (Tables)
6 Months Ended
Aug. 02, 2024
Share Repurchase Program  
Equity Class Of Treasury Stock [Line Items]  
Summary of Share Repurchases

The following table summarizes the Company’s share repurchases for the 13 and 26 weeks ended August 2, 2024 (under the 2024 Share Repurchase Program) and July 28, 2023 (under the 2022 Share Repurchase Program):

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(Shares and $ in thousands except average per share cost)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Number of shares repurchased

 

 

254

 

 

 

403

 

 

 

339

 

 

 

833

 

Total cost

 

$

3,731

 

 

$

3,000

 

 

$

4,744

 

 

$

6,772

 

Average per share cost (1)

 

$

14.70

 

 

$

7.45

 

 

$

13.99

 

 

$

8.13

 

 

(1)
Average price paid per share excludes broker commissions and excise tax.
v3.24.2.u1
Accrued Expenses and Other Current Liabilities (Tables)
6 Months Ended
Aug. 02, 2024
Payables and Accruals [Abstract]  
Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

Deferred gift card revenue

 

$

34,179

 

 

$

33,556

 

 

$

35,604

 

Accrued employee compensation and benefits

 

 

20,238

 

 

 

22,922

 

 

 

28,449

 

Reserve for sales returns and allowances

 

 

14,907

 

 

 

18,404

 

 

 

21,560

 

Deferred revenue

 

 

9,302

 

 

 

8,081

 

 

 

4,314

 

Accrued property, sales and other taxes

 

 

7,412

 

 

 

8,300

 

 

 

8,795

 

Other

 

 

5,152

 

 

 

9,369

 

 

 

10,250

 

Total Accrued expenses and other current liabilities

 

$

91,190

 

 

$

100,632

 

 

$

108,972

 

v3.24.2.u1
Fair Value Measurements of Financial Assets and Liabilities (Tables)
6 Months Ended
Aug. 02, 2024
Fair Value Disclosures [Abstract]  
Schedule of Carrying Values and Fair Values of Other Financial Instruments

Carrying amounts and fair values of long-term debt, including current portion, in the Condensed Consolidated Balance Sheets are as follows:

 

 

 

August 2, 2024

 

 

July 28, 2023

 

 

February 2, 2024

 

(in thousands)

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

 

Carrying
Amount

 

 

Fair
Value

 

Long-term debt, including current portion

 

$

253,500

 

 

$

246,160

 

 

$

237,188

 

 

$

226,786

 

 

$

260,000

 

 

$

258,139

 

v3.24.2.u1
Segment Reporting (Tables)
6 Months Ended
Aug. 02, 2024
Segment Reporting [Abstract]  
Summary of Net Revenue by Distribution Channel

Net revenue is presented by distribution channel in the following tables:

 

 

 

13 Weeks Ended

 

% of Net

 

 

13 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

188,336

 

 

59.4

%

 

$

195,921

 

 

60.6

%

International

 

 

22,950

 

 

7.2

%

 

 

22,818

 

 

7.1

%

Outfitters

 

 

63,159

 

 

19.9

%

 

 

67,984

 

 

21.0

%

Third Party

 

 

30,114

 

 

9.5

%

 

 

24,395

 

 

7.5

%

Retail

 

 

12,614

 

 

4.0

%

 

 

12,245

 

 

3.8

%

Total Net revenue

 

$

317,173

 

 

 

 

$

323,363

 

 

 

 

 

 

26 Weeks Ended

 

% of Net

 

 

26 Weeks Ended

 

% of Net

 

(in thousands)

 

August 2, 2024

 

Revenue

 

 

July 28, 2023

 

Revenue

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

U.S. eCommerce

 

$

358,868

 

 

59.5

%

 

$

373,623

 

 

59.0

%

International

 

 

47,918

 

 

8.0

%

 

 

48,210

 

 

7.6

%

Outfitters

 

 

105,836

 

 

17.6

%

 

 

141,953

 

 

22.4

%

Third Party

 

 

67,568

 

 

11.2

%

 

 

47,384

 

 

7.5

%

Retail

 

 

22,454

 

 

3.7

%

 

 

21,751

 

 

3.5

%

Total Net revenue

 

$

602,644

 

 

 

 

$

632,921

 

 

 

v3.24.2.u1
Revenue (Tables)
6 Months Ended
Aug. 02, 2024
Revenue from Contract with Customer [Abstract]  
Disaggregated of Revenue by Geographic Location

The Company’s revenue is disaggregated by distribution channel and geographic location. Revenue by distribution channel is presented in Note 12, Segment Reporting. Revenue by geographic location was:

 

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Net revenue:

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

291,041

 

 

$

296,653

 

 

$

548,548

 

 

$

577,057

 

Europe

 

 

23,330

 

 

 

23,305

 

 

 

48,638

 

 

 

49,182

 

Other

 

 

2,802

 

 

 

3,405

 

 

 

5,458

 

 

 

6,682

 

Total Net revenue

 

$

317,173

 

 

$

323,363

 

 

$

602,644

 

 

$

632,921

 

Summary of Deferred Revenue The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, reported in Accrued expenses and other current liabilities in the Condensed Consolidated Balance Sheets, and amounts recognized through Net revenue for each period presented. The majority of deferred revenue as of August 2, 2024 is expected to be recognized in Net revenue in the fiscal quarter ending November 1, 2024, as products are delivered to customers.

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Deferred revenue beginning of period

 

$

9,340

 

 

$

6,019

 

 

$

4,314

 

 

$

7,484

 

Deferred revenue recognized in period

 

 

(9,125

)

 

 

(5,805

)

 

 

(4,100

)

 

 

(7,270

)

Revenue deferred in period

 

 

9,087

 

 

 

7,867

 

 

 

9,088

 

 

 

7,867

 

Deferred revenue end of period

 

$

9,302

 

 

$

8,081

 

 

$

9,302

 

 

$

8,081

 

Reconciliation of Gift Card Contract Liability The following table provides the reconciliation of the contract liability related to gift cards:

 

 

13 Weeks Ended

 

 

26 Weeks Ended

 

(in thousands)

 

August 2, 2024

 

 

July 28, 2023

 

 

August 2, 2024

 

 

July 28, 2023

 

Balance as of beginning of period

 

$

35,119

 

 

$

34,222

 

 

$

35,604

 

 

$

33,029

 

Gift cards sold

 

 

14,562

 

 

 

13,171

 

 

 

29,617

 

 

 

28,786

 

Gift cards redeemed

 

 

(14,019

)

 

 

(13,048

)

 

 

(28,212

)

 

 

(26,682

)

Gift card breakage

 

 

(1,483

)

 

 

(789

)

 

 

(2,830

)

 

 

(1,577

)

Balance as of end of period

 

$

34,179

 

 

$

33,556

 

 

$

34,179

 

 

$

33,556

 

v3.24.2.u1
Background and Basis of Presentation - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 22, 2023
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Feb. 02, 2024
Unusual Risk or Uncertainty [Line Items]            
Restructuring costs yet to be paid   $ 2.9   $ 2.9    
Restructuring, percentage of reduced corporate positions           10.00%
Restructuring costs   $ 2.3 $ 0.4 $ 2.7 $ 0.4  
Restructuring Charges, Statement of Income or Comprehensive Income [Extensible Enumeration]   Other Operating Income (Expense), Net Other Operating Income (Expense), Net Other Operating Income (Expense), Net Other Operating Income (Expense), Net  
Impairment of operating lease right-of-use assets       $ 0.0 $ 0.0  
Impairment of property and equipment, net       0.0 $ 0.0  
Term Loan Facility | Secured Debt | One Month Adjusted SOFR            
Unusual Risk or Uncertainty [Line Items]            
Spread on variable rate 0.11448%          
Term Loan Facility | Secured Debt | Three Month Adjusted SOFR            
Unusual Risk or Uncertainty [Line Items]            
Spread on variable rate 0.26161%          
Term Loan Facility | Secured Debt | Six Month Adjusted SOFR            
Unusual Risk or Uncertainty [Line Items]            
Spread on variable rate 0.42826%          
Other Operating Income (Expense) [Member]            
Unusual Risk or Uncertainty [Line Items]            
Impairment of capitalized internal-use software projects and computer software   $ 2.8   $ 2.8    
v3.24.2.u1
Loss Per Share - Schedule of Components of Basic and Diluted EPS (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
May 03, 2024
Jul. 28, 2023
Apr. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Earnings Per Share [Abstract]            
Net loss $ (5,251) $ (6,442) $ (8,018) $ (1,652) $ (11,693) $ (9,670)
Basic weighted average common shares outstanding 31,376   32,117   31,407 32,280
Diluted weighted average common shares outstanding 31,376   32,117   31,407 32,280
Basic loss per share $ (0.17)   $ (0.25)   $ (0.37) $ (0.30)
Diluted loss per share $ (0.17)   $ (0.25)   $ (0.37) $ (0.30)
Anti-dilutive shares excluded from diluted loss per common share calculation 509   1,618   806 1,411
v3.24.2.u1
Other Comprehensive Loss - Schedule of Other Comprehensive Loss (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
May 03, 2024
Jul. 28, 2023
Apr. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Equity [Abstract]            
Beginning balance: Accumulated other comprehensive loss (net of tax of $4,068, $4,503, $4,271 and $4,525, respectively) $ (16,582) $ (16,069) $ (16,941) $ (17,022) $ (16,069) $ (17,022)
Other comprehensive income (loss):            
Foreign currency translation adjustments (net of tax of ($79), ($186), ($282) and ($208), respectively) 299 (513) 700 81 (214) 781
Ending balance: Accumulated other comprehensive loss (net of tax of $3,989, $4,317, $3,989 and $4,317, respectively) $ (16,283) $ (16,582) $ (16,241) $ (16,941) $ (16,283) $ (16,241)
v3.24.2.u1
Other Comprehensive Loss - Schedule of Other Comprehensive Loss (Parenthetical) (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
May 03, 2024
Feb. 02, 2024
Apr. 28, 2023
Jan. 27, 2023
Equity [Abstract]                
Accumulated other comprehensive loss, tax $ 3,989 $ 4,317 $ 3,989 $ 4,317 $ 4,068 $ 4,271 $ 4,503 $ 4,525
Foreign currency translations adjustments, tax $ (79) $ (186) $ (282) $ (208)        
v3.24.2.u1
Other Comprehensive Loss - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Equity [Abstract]        
Amounts reclassified from accumulated other comprehensive (loss) $ 0 $ 0 $ 0 $ 0
v3.24.2.u1
Debt - Additional Information (Details)
6 Months Ended
Dec. 29, 2023
USD ($)
Jun. 22, 2023
May 12, 2023
Aug. 02, 2024
USD ($)
Feb. 02, 2024
USD ($)
Jul. 28, 2023
USD ($)
ABL Facility            
Line Of Credit Facility [Line Items]            
Line of credit facility, maximum borrowing capacity       $ 275,000,000 $ 275,000,000 $ 275,000,000
Line of credit facility, available to borrow of facility limit       275,000,000    
Borrowing under facility       $ 20,000,000   70,000,000
Line of credit facility, maturity date       Jul. 29, 2026    
ABL Facility | Letter of Credit            
Line Of Credit Facility [Line Items]            
Line of credit facility, maximum borrowing capacity       $ 70,000,000    
ABL Facility | Secured Debt            
Line Of Credit Facility [Line Items]            
Line of credit facility, unused commitment fee percentage     0.25%      
Borrowing under facility       $ 20,000,000    
Line of credit facility, covenant terms, minimum percentage of loan cap amount       10.00%    
Line of credit facility, covenant terms, minimum excess credit availability       $ 15,000,000    
Line of credit facility, covenant terms, minimum fixed charge coverage ratio       1    
ABL Facility | Secured Debt | Base Rate            
Line Of Credit Facility [Line Items]            
Variable rate spread on outstanding loans less than $95 million     0.50%      
Variable rate spread on outstanding loans equal to or greater than $95 million but less than $180 million     0.75%      
Variable rate spread on outstanding loans greater than or equal to $180 million     1.00%      
ABL Facility | Secured Debt | One Month Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate     1.00%      
ABL Facility | Secured Debt | Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Variable rate spread on outstanding loans less than $95 million     1.25%      
Variable rate spread on outstanding loans equal to or greater than $95 million but less than $180 million     1.50%      
Variable rate spread on outstanding loans greater than or equal to $180 million     1.75%      
Spread on variable rate     0.10%      
Term Loan Facility | Secured Debt | Federal Funds Rate            
Line Of Credit Facility [Line Items]            
Spread on variable rate     0.50%      
Term Loan Facility | Secured Debt | One Month Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   0.11448%        
Term Loan Facility | Secured Debt | Three Month Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   0.26161%        
Term Loan Facility | Secured Debt | Six Month Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   0.42826%        
Current Term Loan Facility            
Line Of Credit Facility [Line Items]            
Secured debt $ 260,000,000     $ 253,500,000 $ 260,000,000  
Debt origination fees $ 3,800,000          
Percentage of original issue discount 3.00%          
Amount of original issue discount $ 7,800,000          
Line of credit facility, maturity date       Dec. 29, 2028    
Current Term Loan Facility | Fortress Credit Corp            
Line Of Credit Facility [Line Items]            
Line of credit facility, amortization rate 1.25%          
Current Term Loan Facility | SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   2.00%        
Current Term Loan Facility | 8.25% Interest Rate | SOFR            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   8.25%        
Annual leverage ratio   275.00%        
Current Term Loan Facility | 8.00% Interest Rate | SOFR            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   8.00%        
Current Term Loan Facility | 8.00% Interest Rate | SOFR | Minimum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   225.00%        
Current Term Loan Facility | 8.00% Interest Rate | SOFR | Maximum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   275.00%        
Current Term Loan Facility | 7.75% Interest Rate | SOFR            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   7.75%        
Current Term Loan Facility | 7.75% Interest Rate | SOFR | Maximum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   225.00%        
Current Term Loan Facility | 7.25% Interset Rate | Base Rate            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   7.25%        
Current Term Loan Facility | 7.25% Interset Rate | Base Rate | Minimum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   275.00%        
Current Term Loan Facility | 7.00% Interest Rate | Base Rate            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   7.00%        
Current Term Loan Facility | 7.00% Interest Rate | Base Rate | Minimum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   225.00%        
Current Term Loan Facility | 7.00% Interest Rate | Base Rate | Maximum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   275.00%        
Current Term Loan Facility | 6.75% Interest Rate | Base Rate            
Line Of Credit Facility [Line Items]            
Interest charged based on leverage ratio   6.75%        
Current Term Loan Facility | 6.75% Interest Rate | Base Rate | Maximum            
Line Of Credit Facility [Line Items]            
Annual leverage ratio   225.00%        
Current Term Loan Facility | Secured Debt | Fortress Credit Corp            
Line Of Credit Facility [Line Items]            
Prepayment premium on or before December 29, 2024 3.00%          
Prepayment premium between December 30, 2024 and December 29, 2025 2.00%          
Debt instrument prepayment premium between December 30, 2025 And December 29, 2026. 1.00%          
Prepayment premium between December 30, 2026 and December 29, 2027 0.50%          
Current Term Loan Facility | Secured Debt | Minimum | Fortress Credit Corp            
Line Of Credit Facility [Line Items]            
Mandatory prepayment terms, amount equal to borrowers' excess cash flows, percentage 0.00%          
Current Term Loan Facility | Secured Debt | Maximum | Fortress Credit Corp            
Line Of Credit Facility [Line Items]            
Mandatory prepayment terms, amount equal to borrowers' excess cash flows, percentage 75.00%          
Former Term Loan Facility            
Line Of Credit Facility [Line Items]            
Secured debt           $ 237,188,000
Former Term Loan Facility | Secured Debt | Minimum            
Line Of Credit Facility [Line Items]            
Federal funds rate   0.00%        
Former Term Loan Facility | Secured Debt | Federal Funds Rate            
Line Of Credit Facility [Line Items]            
Spread on variable rate   0.50%        
Former Term Loan Facility | Secured Debt | Alternate Base Rate            
Line Of Credit Facility [Line Items]            
Spread on variable rate   8.75%        
Former Term Loan Facility | Secured Debt | One Month Adjusted SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   1.00%        
Former Term Loan Facility | Secured Debt | SOFR            
Line Of Credit Facility [Line Items]            
Spread on variable rate   9.75%        
v3.24.2.u1
Debt - Summary of Company's Maximum Borrowing Availability Under ABL Facility (Details) - ABL Facility - USD ($)
6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Feb. 02, 2024
Line Of Credit Facility [Line Items]      
ABL Facility maximum borrowing $ 275,000,000 $ 275,000,000 $ 275,000,000
Borrowing base 145,620,000 207,326,000 176,311,000
Less: Outstanding borrowings 20,000,000 70,000,000  
Less: Outstanding letters of credit 8,101,000 8,554,000 9,070,000
Utilization of ABL Facility at end of period 28,101,000 78,554,000 9,070,000
Borrowing availability under ABL Facility $ 117,519,000 $ 128,772,000 $ 167,241,000
Interest Rate 6.68% 6.82%  
v3.24.2.u1
Debt - Schedule of Company's Long Term Debt (Details) - USD ($)
$ in Thousands
Aug. 02, 2024
Feb. 02, 2024
Dec. 29, 2023
Jul. 28, 2023
Line Of Credit Facility [Line Items]        
Less: Current portion of long-term debt $ 13,000 $ 13,000   $ 13,750
Less: Unamortized debt issuance costs 10,273 10,830   5,416
Long-term debt, net 230,227 236,170   218,022
Former Term Loan Facility        
Line Of Credit Facility [Line Items]        
Secured debt       $ 237,188
Debt instrument, interest rate, stated percentage       14.97%
Current Term Loan Facility        
Line Of Credit Facility [Line Items]        
Secured debt $ 253,500 $ 260,000 $ 260,000  
Debt instrument, interest rate, stated percentage 13.70% 13.70%    
v3.24.2.u1
Stock-Based Compensation - Additional Information (Details) - USD ($)
$ in Millions
6 Months Ended 12 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Feb. 02, 2024
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Target shares earned     100.00%
Adjustment percentage of earned shares, overall cap of target shares     200.00%
Modifier limitation percentage of target shares in event of TSR negative     100.00%
Consecutive trading day the highest average per share common stock closing stock price measured     20 days
Performance grants 100.00%    
Minimum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Target shares earned 50.00%    
Adjustment percentage of earned shares     75.00%
Performance awards with stock performance criteria target percentage earned     0.00%
Maximum      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Target shares earned 200.00%    
Adjustment percentage of earned shares     125.00%
Performance awards with stock performance criteria target percentage earned     100.00%
Deferred Awards      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting period 3 years    
Compensation expense unvested not yet recognized $ 7.0    
Compensation expense unvested or expected to vest not yet recognized, recognition period 2 years 1 month 6 days    
Fair value of awards, vested $ 3.7 $ 5.1  
Performance Awards      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Vesting period     3 years
Compensation expense unvested or expected to vest not yet recognized, recognition period 2 years 2 months 12 days    
Performance awards period considered 3 years    
Compensation expense unvested or expected to vest not yet recognized $ 3.7    
Option Awards      
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]      
Options awards expiration period 10 years    
Compensation expense unvested or expected to vest not yet recognized, recognition period 1 year 3 months 18 days    
Compensation expense unvested or expected to vest not yet recognized $ 0.5    
v3.24.2.u1
Stock-Based Compensation - Summary of Stock-Based Compensation Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2023
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation $ 1,432 $ 810 $ 2,658 $ 1,893
Deferred Awards        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation 943 1,242 1,865 2,221
Performance Awards        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation [1] 385 (536) 585 (536)
Option Awards        
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]        
Share-based compensation $ 104 $ 104 $ 208 $ 208
[1] Net credit expense for the 13 and 26 weeks ended July 28, 2023 includes a reduction of the accrual for Performance Awards based on actual and projected results relative to performance measures.
v3.24.2.u1
Stock-Based Compensation - Summary of Deferred Awards Activity (Details) - Deferred Awards
shares in Thousands
6 Months Ended
Aug. 02, 2024
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Number of Shares, Unvested awards at beginning of period | shares 959
Number of Shares, Granted | shares 307
Number of Shares, Vested | shares (250)
Number of Shares, Forfeited | shares (75)
Number of Shares, Unvested awards at end of period | shares 941
Weighted Average Grant Date Fair Value, Unvested awards at beginning of period | $ / shares $ 11.44
Weighted Average Grant Date Fair Value, Granted | $ / shares 11.34
Weighted Average Grant Date Fair Value, Vested | $ / shares 14.78
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 10.97
Weighted Average Grant Date Fair Value, Unvested awards at end of period | $ / shares $ 10.56
v3.24.2.u1
Stock-Based Compensation - Summary of Performance Awards Activity (Details) - Performance Awards
shares in Thousands
6 Months Ended
Aug. 02, 2024
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Number of Shares, Unvested awards at beginning of period | shares 607
Number of Shares, Granted | shares 264
Number of Shares, Change in estimate - performance | shares (57)
Number of Shares, Vested | shares 0
Number of Shares, Forfeited | shares (23)
Number of Shares, Unvested awards at end of period | shares 791
Weighted Average Grant Date Fair Value, Unvested awards at beginning of period | $ / shares $ 13.14
Weighted Average Grant Date Fair Value, Granted | $ / shares 10.3
Weighted Average Grant Date Fair Value, Change in estimate - performance | $ / shares 29.95
Weighted Average Grant Date Fair Value, Vested | $ / shares 0
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 12.87
Weighted Average Grant Date Fair Value, Unvested awards at end of period | $ / shares $ 11
v3.24.2.u1
Stock-Based Compensation - Summary of Changes in Outstanding Options Awards (Details) - Option Awards
shares in Thousands
6 Months Ended
Aug. 02, 2024
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Number of Shares, Option awards outstanding at beginning of period | shares 511
Number of Shares, Granted | shares 0
Number of Shares, Exercised | shares 0
Number of Shares, Forfeited | shares 0
Number of Shares, Expired | shares (294)
Number of Shares, Option awards outstanding at end of period | shares 217
Weighted Average Grant Date Fair Value, Unvested option awards at beginning of period | $ / shares $ 16.08
Weighted Average Grant Date Fair Value, Granted | $ / shares 0
Weighted Average Grant Date Fair Value, Exercised | $ / shares 0
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 0
Weighted Average Grant Date Fair Value, Expired | $ / shares 18.1
Weighted Average Grant Date Fair Value, Unvested option awards at end of period | $ / shares $ 13.34
v3.24.2.u1
Stock-Based Compensation - Summary of Information about Option Awards Vested and Expected to Vest (Details) - Option Awards
$ / shares in Units, $ in Thousands
6 Months Ended
Aug. 02, 2024
USD ($)
$ / shares
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Option Awards, Option Awards vested and expected to vest | shares 217,000
Option Awards, Option Awards exercisable | shares 91,000
Weighted Average Remaining Contractual Life (Years), Option Awards vested and expected to vest 7 years 7 days
Weighted Average Remaining Contractual Life (Years), Option Awards vested and expected to vest, Option Awards exercisable 5 years 3 months 18 days
Weighted Average Exercise Price, Option Awards vested and expected to vest | $ / shares $ 13.34
Weighted Average Exercise Price, Option Awards exercisable | $ / shares $ 16.84
Aggregate Intrinsic Value, Option Awards vested and expected to vest | $ $ 854
Aggregate Intrinsic Value, Option Awards vested and expected to vest, Option Awards exercisable | $ $ 213
v3.24.2.u1
Stockholders Equity - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Mar. 15, 2024
Jun. 28, 2022
Aug. 02, 2024
May 03, 2024
Jul. 28, 2023
Apr. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Equity Class Of Treasury Stock [Line Items]                
Purchases and retirement of common stock       $ 1,014,000 $ 3,008,000 $ 3,781,000    
Retained Earnings                
Equity Class Of Treasury Stock [Line Items]                
Purchases and retirement of common stock       $ 143,000        
2022 Share Repurchase Program                
Equity Class Of Treasury Stock [Line Items]                
Stock repurchase program, authorized amount   $ 50,000,000.0            
Stock repurchase program expiration date   Feb. 02, 2024            
Purchases and retirement of common stock     $ 3,731,000   3,000,000   $ 4,744,000 $ 6,772,000
2022 Share Repurchase Program | Retained Earnings                
Equity Class Of Treasury Stock [Line Items]                
Purchases and retirement of common stock         $ 0     $ 0
2024 Share Repurchase Program                
Equity Class Of Treasury Stock [Line Items]                
Stock repurchase program, authorized amount $ 25,000,000   20,300,000       20,300,000  
Stock repurchase program expiration date Mar. 31, 2026              
2024 Share Repurchase Program | Retained Earnings                
Equity Class Of Treasury Stock [Line Items]                
Purchases and retirement of common stock     $ 1,000,000       $ 1,200,000  
v3.24.2.u1
Stockholder' Equity - Summary of Share Repurchases (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
May 03, 2024
Jul. 28, 2023
Apr. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Equity Class Of Treasury Stock [Line Items]            
Total cost   $ 1,014 $ 3,008 $ 3,781    
2022 Share Repurchase Program            
Equity Class Of Treasury Stock [Line Items]            
Number of shares repurchased 254   403   339 833
Total cost $ 3,731   $ 3,000   $ 4,744 $ 6,772
Average per share cost [1] $ 14.7   $ 7.45   $ 13.99 $ 8.13
[1] Average price paid per share excludes broker commissions and excise tax.
v3.24.2.u1
Accrued Expenses and Other Current Liabilities - Summary of Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Aug. 02, 2024
May 03, 2024
Feb. 02, 2024
Jul. 28, 2023
Apr. 28, 2023
Feb. 02, 2023
Jan. 27, 2023
Other Liabilities, Current [Abstract]              
Deferred gift card revenue $ 34,179 $ 35,119 $ 35,604 $ 33,556 $ 34,222 $ 35,604 $ 33,029
Accrued employee compensation and benefits 20,238   28,449 22,922      
Reserve for sales returns and allowances 14,907   21,560 18,404      
Deferred revenue 9,302   4,314 8,081      
Accrued property, sales and other taxes 7,412   8,795 8,300      
Other 5,152   10,250 9,369      
Total Accrued expenses and other current liabilities $ 91,190   $ 108,972 $ 100,632      
v3.24.2.u1
Fair Value Measurements of Financial Assets and Liabilities - Schedule of Carrying Values and Fair Values of Other Financial Instruments (Details) - USD ($)
$ in Thousands
Aug. 02, 2024
Feb. 02, 2024
Jul. 28, 2023
Carrying Amount      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Long-term debt, including current portion $ 253,500 $ 260,000 $ 237,188
Fair Value | Level 3      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Long-term debt, including current portion $ 246,160 $ 258,139 $ 226,786
v3.24.2.u1
Fair Value Measurements of Financial Assets and Liabilities - Additional Information (Details) - USD ($)
Aug. 02, 2024
Feb. 02, 2024
Jul. 28, 2023
Nonrecurring      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Nonfinancial assets fair value disclosure $ 0 $ 0 $ 0
Nonfinancial liabilities fair value disclosure 0 0 0
Fair Value | Level 1      
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]      
Restricted cash fair value $ 2,200,000 $ 2,000,000 $ 1,800,000
v3.24.2.u1
Income Taxes - Additional Information (Details)
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Income Tax Examination [Line Items]        
Effective income tax (expense) benefit, percentage 33.40% (32.40%) 26.40% (17.50%)
U.S. federal statutory rate 21.00%   21.00%  
v3.24.2.u1
Segment Reporting - Additional Information (Details)
6 Months Ended
Aug. 02, 2024
Channel
Segment
Segment Reporting [Abstract]  
Number of external reportable segment | Segment 1
Number of distribution channels for revenue reporting purposes | Channel 5
v3.24.2.u1
Segment Reporting - Summary of Net Revenue by Distribution Channel (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Segment Reporting Information [Line Items]        
Net revenue $ 317,173 $ 323,363 $ 602,644 $ 632,921
US eCommerce        
Segment Reporting Information [Line Items]        
Net revenue $ 188,336 $ 195,921 $ 358,868 $ 373,623
Percentage of net revenue 59.40% 60.60% 59.50% 59.00%
International        
Segment Reporting Information [Line Items]        
Net revenue $ 22,950 $ 22,818 $ 47,918 $ 48,210
Percentage of net revenue 7.20% 7.10% 8.00% 7.60%
Outfitters        
Segment Reporting Information [Line Items]        
Net revenue $ 63,159 $ 67,984 $ 105,836 $ 141,953
Percentage of net revenue 19.90% 21.00% 17.60% 22.40%
Third Party        
Segment Reporting Information [Line Items]        
Net revenue $ 30,114 $ 24,395 $ 67,568 $ 47,384
Percentage of net revenue 9.50% 7.50% 11.20% 7.50%
Retail        
Segment Reporting Information [Line Items]        
Net revenue $ 12,614 $ 12,245 $ 22,454 $ 21,751
Percentage of net revenue 4.00% 3.80% 3.70% 3.50%
v3.24.2.u1
Revenue - Disaggregated of Revenue by Geographic Location (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Disaggregation of Revenue [Line Items]        
Net revenue $ 317,173 $ 323,363 $ 602,644 $ 632,921
United States        
Disaggregation of Revenue [Line Items]        
Net revenue 291,041 296,653 548,548 577,057
Europe        
Disaggregation of Revenue [Line Items]        
Net revenue 23,330 23,305 48,638 49,182
Other Geographical Location        
Disaggregation of Revenue [Line Items]        
Net revenue $ 2,802 $ 3,405 $ 5,458 $ 6,682
v3.24.2.u1
Revenue - Summary of Deferred Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Revenue from Contract with Customer [Abstract]        
Deferred revenue beginning of period $ 9,340 $ 6,019 $ 4,314 $ 7,484
Deferred revenue recognized in period (9,125) (5,805) (4,100) (7,270)
Revenue deferred in period 9,087 7,867 9,088 7,867
Deferred revenue end of period $ 9,302 $ 8,081 $ 9,302 $ 8,081
v3.24.2.u1
Revenue - Reconciliation of Gift Card Contract Liability (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 02, 2024
Jul. 28, 2023
Aug. 02, 2024
Jul. 28, 2023
Revenue from Contract with Customer [Abstract]        
Balance as of beginning of period $ 35,119 $ 34,222 $ 35,604 $ 33,029
Gift cards sold 14,562 13,171 29,617 28,786
Gift cards redeemed (14,019) (13,048) (28,212) (26,682)
Gift card breakage (1,483) (789) (2,830) (1,577)
Balance as of end of period $ 34,179 $ 33,556 $ 34,179 $ 33,556
v3.24.2.u1
Revenue - Additional Information (Details) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Aug. 02, 2024
Aug. 02, 2024
Feb. 02, 2024
Jul. 28, 2023
Selling and Administrative Expenses        
Deferred Revenue Arrangement [Line Items]        
Reimbursement amount $ 2.1 $ 3.3    
Accrued Expenses and Other Current Liabilities        
Deferred Revenue Arrangement [Line Items]        
Refund liabilities $ 14.9 $ 14.9 $ 21.6 $ 18.4

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