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8-K - 8-K - LEVI STRAUSS & COa1q2014form8-k.htm


Exhibit 99.1


FOR IMMEDIATE RELEASE 
Investor Contact:
  
Chris Ogle
  
Media Contact:
  
Amber McCasland
 
  
Levi Strauss & Co.
  
 
  
Levi Strauss & Co.
 
  
(800) 438-0349
  
 
  
(415) 501-6803
 
  
Investor-relations@levi.com
  
 
  
AMcCasland@levi.com
LEVI STRAUSS & CO. ANNOUNCES FIRST-QUARTER 2014 FINANCIAL RESULTS

SAN FRANCISCO (April 8, 2014) – Levi Strauss & Co. (LS&Co.) announced financial results today for the first quarter ended February 23, 2014.
Highlights include:

  
 
Three Months Ended
 
% Increase (Decrease)
($ millions)
 
February 23, 2014
 
February 24, 2013
 
As Reported
Net revenues
 
$
1,130

 
$
1,147

 
(1
)%
Net income
 
$
50

 
$
107

 
(53
)%
Adjusted EBIT
 
$
159

 
$
175

 
(9
)%

Net revenues declined one percent on a reported basis and were flat on a constant-currency basis, reflecting lower sales at wholesale in the Americas, partially offset by improved performance in Asia and Europe. First quarter net income declined 53 percent to $50 million, primarily reflecting restructuring and other charges related to the launch of a global productivity initiative. Excluding the global productivity initiative charges, adjusted EBIT declined nine percent to $159 million due to lower gross margin and higher retail costs.

“We knew the first quarter would be challenging, but a heavier promotional environment and unusually bad weather made it even more difficult than we expected,” said Chip Bergh, president and chief executive officer. “While we anticipate the market environment to remain challenging for the next few quarters, we are staying focused on what’s within our control—product, commercially-driven marketing, and our cost structure—to drive long-term profitable growth.”
 

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LS&Co. Q1 2014 Results/Add One
April 8, 2014


First-Quarter 2014 Highlights

Gross profit in the first quarter declined to $576 million compared with $592 million for the same quarter of 2013. Gross margin for the first quarter was down slightly to 51.0 percent of revenues compared with 51.6 percent of revenues in the same quarter of 2013. The gross margin decline reflected higher discounted sales and inventory markdowns as well as product investment costs.

Selling, general and administrative expenses (SG&A) for the first quarter increased to $425 million from $410 million in the same quarter of 2013. The increase in SG&A was primarily driven by the retail network and $6 million in charges, primarily consulting fees for a centrally-led procurement project, associated with the first phase of a global productivity initiative.

Restructuring charges of $58 million were recorded in the first quarter of 2014 associated with the first phase of a global productivity initiative, primarily reflecting severance benefit costs associated with anticipated staffing reductions.

Operating income of $94 million in the first quarter was down from $181 million in the same quarter of 2013 due to the restructuring charges, higher SG&A and lower gross margin.

Reported regional net revenues and operating income for the quarter were as follows:
 
 
Net Revenues
 
Operating Income *
 
 
Three Months Ended
 
% Increase (Decrease)
 
Three Months Ended
 
% Increase (Decrease)
($ millions)
 
February 23, 2014
 
February 24, 2013
 
 
February 23, 2014
 
February 24, 2013
 
Americas
 
$627
 
$647
 
(3)%
 
$111
 
$132
 
(16)%
Europe
 
$300
 
$297
 
1%
 
$71
 
$63
 
13%
Asia
 
$203
 
$203
 
 
$47
 
$49
 
(4)%

* Note: regional operating income is equal to regional adjusted EBIT.

Net revenues in the Americas were down at wholesale, primarily due to lower sales of women’s products. Retail sales grew, primarily due to the timing of the Black Friday sales week, which occurred during the company’s first quarter. Operating income declined due to the region’s lower gross margin and net revenues.

Net revenues in Europe grew on a constant-currency basis due to performance and expansion of the company-operated retail network. Higher operating income reflected lower SG&A.

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LS&Co. Q1 2014 Results/Add Two
April 8, 2014


Net revenues in Asia grew on a constant-currency basis, reflecting improved product availability during the Chinese New Year sales season. Operating income declined, driven by the unfavorable impact of currency.


Cash Flow and Balance Sheet

At February 23, 2014, cash and cash equivalents of $503 million were complemented by $626 million available under the company's revolving credit facility, resulting in a total liquidity position of $1.1 billion. Free cash flow for the first quarter was $21 million. During the quarter, the company declared a $30 million dividend, which has been paid in the company’s second fiscal quarter. Net debt at the end of the first quarter remained less than $1.1 billion.

Subsequent to the first quarter end, the company amended and restated its asset-based, senior secured revolving credit facility, extending the term, improving availability and obtaining more favorable interest rates and terms.


Investor Conference Call

The company’s first-quarter 2014 investor conference call will be available through a live audio webcast at http://levistrauss.com/investors/#earnings-webcast today, April 8, 2014, at 1 p.m. Pacific / 4 p.m. Eastern. A replay is available on the website the same day and will be archived for one month. A telephone replay also is available through April 14, 2014, at 800-642-1687.


Forward Looking Statement

This news release contains, in addition to historical information, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We have based these forward-looking statements on our current assumptions, expectations and projections about future events. We use words like “believe,” “will,” “so we can,” “when,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions to identify forward-looking statements, although not all forward-looking statements contain these words. These forward-looking statements are necessarily estimates reflecting the best judgment of our senior management and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Investors should consider the information contained in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K for the fiscal year 2013 and our Quarterly Report on Form 10-Q for the quarter ended February 23, 2014, especially in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this news release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this news release. We are not under any obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this news release to reflect circumstances existing after the date of this news release or to reflect the occurrence of future events even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized.


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LS&Co. Q1 2014 Results/Add Three
April 8, 2014


Non-GAAP Financial Measures

The company reports its financial results in conformity with generally accepted accounting principles in the United States (“GAAP”) and the rules of the SEC. However, management believes that certain non-GAAP financial measures, such as Free Cash Flow, Net Debt and Adjusted EBIT, provide users of the company’s financial information with additional useful information. The tables found below include Free Cash Flow, Net Debt and Adjusted EBIT and corresponding reconciliations to the most comparable GAAP financial measures. These non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the company’s financial results prepared in accordance with GAAP. Certain of these items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the company’s financial position, results of operations and cash flows and should therefore be considered in assessing the company’s actual financial condition and performance. Non-GAAP financial measures are subject to inherent limitation as they reflect the exercise of judgment by management in determining how they are formulated. Some specific limitations, include but are not limited to, the fact that such non-GAAP financial measures: (a) do not reflect cash outlays for capital expenditures, contractual commitments or liabilities including pension obligations, post-retirement health benefit obligations and income tax liabilities, (b) do not reflect changes in, or cash requirements for, working capital requirements; and (c) they do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on indebtedness. Additionally, the methods used by the company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies 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, limiting the usefulness of these measures. The company urges investors to review the reconciliation of these non-GAAP financial measures to the comparable GAAP financial measures included in this press release, and not to rely on any single financial measure to evaluate its business.

The company presents non-GAAP financial measures, such as Free Cash Flow, Net Debt and Adjusted EBIT, because it believes they provide investors, financial analysts and the public with additional information to measure performance and evaluate the company’s ability to service its debt and may be useful for comparing its operating performance with the performance of other companies that have different financing and capital structures and tax rates. The company further believes these measures may be useful for period-over-period comparisons of underlying business trends and its ongoing operations.

See “RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE FIRST QUARTER OF 2014” below for reconciliation to the most comparable GAAP financial measures.


About Levi Strauss & Co.

Levi Strauss & Co. is one of the world's largest brand-name apparel companies and a global leader in jeanswear. The company designs and markets jeans, casual wear and related accessories for men, women and children under the Levi's®, Dockers®, Signature by Levi Strauss & Co.™, and Denizen® brands. Its products are sold in more than 110 countries worldwide through a combination of chain retailers, department stores, online sites, and a global footprint of approximately 2,700 retail stores and shop-in-shops. Levi Strauss & Co.'s reported fiscal 2013 net revenues were $4.7 billion. For more information, go to http://levistrauss.com.


# # #







LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 
(Unaudited)
 
 
 
February 23,
2014
 
November 24,
2013
 
(Dollars in thousands)
ASSETS
Current Assets:
 
 
 
Cash and cash equivalents
$
502,830

 
$
489,258

Trade receivables, net of allowance for doubtful accounts of $18,205 and $18,264
388,315

 
446,671

Inventories:
 
 
 
Raw materials
3,774

 
3,361

Work-in-process
6,157

 
6,597

Finished goods
655,682

 
593,909

Total inventories
665,613

 
603,867

Deferred tax assets, net
196,582

 
187,836

Other current assets
116,189

 
112,082

Total current assets
1,869,529

 
1,839,714

Property, plant and equipment, net of accumulated depreciation of $787,593 and $775,933
422,672

 
439,861

Goodwill
241,756

 
241,228

Other intangible assets, net
48,460

 
49,149

Non-current deferred tax assets, net
452,723

 
448,839

Other non-current assets
110,814

 
108,627

Total assets
$
3,145,954

 
$
3,127,418

 
 
 
 
LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY
Current Liabilities:
 
 
 
Short-term debt
$
35,489

 
$
41,861

Accounts payable
249,772

 
254,516

Accrued salaries, wages and employee benefits
161,822

 
209,966

Restructuring liabilities
56,978

 

Accrued interest payable
32,530

 
5,346

Accrued income taxes
27,323

 
11,301

Other accrued liabilities
219,853

 
262,488

Total current liabilities
783,767

 
785,478

Long-term debt
1,510,302

 
1,504,016

Long-term capital leases
10,699

 
10,243

Postretirement medical benefits
121,651

 
122,248

Pension liability
327,372

 
326,767

Long-term employee related benefits
74,429

 
73,386

Long-term income tax liabilities
28,572

 
30,683

Other long-term liabilities
59,729

 
61,097

Total liabilities
2,916,521

 
2,913,918

Commitments and contingencies
 
 
 
Temporary equity
38,796

 
38,524

 
 
 
 
Stockholders’ Equity:
 
 
 
Levi Strauss & Co. stockholders’ equity
 
 
 
Common stock — $.01 par value; 270,000,000 shares authorized; 37,446,988 shares and 37,446,087 shares issued and outstanding
374

 
374

Additional paid-in capital
9,405

 
7,361

Retained earnings
495,928

 
475,960

Accumulated other comprehensive loss
(317,989
)
 
(312,029
)
Total Levi Strauss & Co. stockholders’ equity
187,718

 
171,666

Noncontrolling interest
2,919

 
3,310

Total stockholders’ equity
190,637

 
174,976

Total liabilities, temporary equity and stockholders’ equity
$
3,145,954

 
$
3,127,418

The notes accompanying our consolidated financial statements in our Form 10-Q are an integral part of these consolidated financial statements.





LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 
 
Three Months Ended
 
February 23,
2014
 
February 24,
2013
 
(Dollars in thousands)
(Unaudited)
Net revenues
$
1,129,990

 
$
1,146,678

Cost of goods sold
553,637

 
554,800

Gross profit
576,353

 
591,878

Selling, general and administrative expenses
424,762

 
410,423

Restructuring
57,935

 

Operating income
93,656

 
181,455

Interest expense
(31,829
)
 
(32,157
)
Loss on early extinguishment of debt

 
(114
)
Other income, net
4,183

 
6,066

Income before income taxes
66,010

 
155,250

Income tax expense
16,387

 
48,375

Net income
49,623

 
106,875

Net loss attributable to noncontrolling interest
348

 
145

Net income attributable to Levi Strauss & Co.
$
49,971

 
$
107,020


The notes accompanying our consolidated financial statements in our Form 10-Q are an integral part of these consolidated financial statements.





LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 
 
Three Months Ended
 
February 23,
2014
 
February 24,
2013
 
(Dollars in thousands)
(Unaudited)
Net income
$
49,623

 
$
106,875

Other comprehensive loss, net of related income taxes:
 
 
 
Pension and postretirement benefits
2,302

 
3,909

Net investment hedge losses
(4,228
)
 
(3,638
)
Foreign currency translation losses
(4,114
)
 
(3,097
)
Unrealized gain (loss) on marketable securities
39

 
(962
)
Total other comprehensive loss
(6,001
)
 
(3,788
)
Comprehensive income
43,622

 
103,087

Comprehensive loss attributable to noncontrolling interest
389

 
806

Comprehensive income attributable to Levi Strauss & Co.
$
44,011

 
$
103,893


The notes accompanying our consolidated financial statements in our Form 10-Q are an integral part of these consolidated financial statements.





LEVI STRAUSS & CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 
Three Months Ended
 
February 23,
2014
 
February 24,
2013
 
(Dollars in thousands)
(Unaudited)
Cash Flows from Operating Activities:
 
 
 
Net income
$
49,623

 
$
106,875

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
26,945

 
28,368

Asset impairments
234

 
835

Loss (gain) on disposal of assets
3

 
(149
)
Unrealized foreign exchange gains
(3,785
)
 
(6,189
)
Realized (gain) loss on settlement of forward foreign exchange contracts not designated for hedge accounting
(5,915
)
 
2,710

Employee benefit plans’ amortization from accumulated other comprehensive loss
3,692

 
5,767

Noncash restructuring charges
957

 

Noncash loss on extinguishment of debt

 
114

Amortization of deferred debt issuance costs
1,099

 
1,066

Stock-based compensation
2,314

 
1,435

Allowance for doubtful accounts
703

 
2,153

Change in operating assets and liabilities:
 
 
 
Trade receivables
63,555

 
97,437

Inventories
(55,739
)
 
(56,050
)
Other current assets
(8,749
)
 
12,471

Other non-current assets
168

 
(6,629
)
Accounts payable and other accrued liabilities
(45,417
)
 
2,859

Restructuring liabilities
56,978

 

Income tax liabilities
3,020

 
34,212

Accrued salaries, wages and employee benefits and long-term employee related benefits
(53,302
)
 
(83,244
)
Other long-term liabilities
(326
)
 
(1,093
)
Other, net
(384
)
 
106

Net cash provided by operating activities
35,674

 
143,054

Cash Flows from Investing Activities:
 
 
 
Purchases of property, plant and equipment
(20,434
)
 
(20,883
)
Proceeds from sale of assets
47

 
45

Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting
5,915

 
(2,710
)
Acquisitions, net of cash acquired
(75
)
 

Net cash used for investing activities
(14,547
)
 
(23,548
)
Cash Flows from Financing Activities:
 
 
 
Repayments of long-term debt and capital leases
(1,029
)
 
(50,450
)
Proceeds from short-term credit facilities
3,088

 
24,668

Repayments of short-term credit facilities
(2,423
)
 
(27,143
)
Other short-term borrowings, net
(7,179
)
 
2,128

Restricted cash
560

 
(127
)
Excess tax benefits from stock-based compensation
29

 

Dividend to stockholders

 
(25,076
)
Net cash used for financing activities
(6,954
)
 
(76,000
)
Effect of exchange rate changes on cash and cash equivalents
(601
)
 
(44
)
Net increase in cash and cash equivalents
13,572

 
43,462

Beginning cash and cash equivalents
489,258

 
406,134

Ending cash and cash equivalents
$
502,830

 
$
449,596

 
 
 
 
Supplemental disclosure of cash flow information:
 
 
 
Cash paid during the period for:
 
 
 
Interest
$
2,490

 
$
4,580

Income taxes
13,441

 
(15,376
)
The notes accompanying our consolidated financial statements in our Form 10-Q are an integral part of these consolidated financial statements.





RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE FIRST QUARTER OF 2014

The following information relates to non-GAAP financial measures, and should be read in conjunction with the investor call held on April 8, 2014, discussing the company’s financial condition and results of operations as of and for the quarter ended February 23, 2014. Free cash flow, Net debt and Adjusted EBIT are not financial measures prepared in accordance with U.S. generally accepted accounting principles, or GAAP. As used in this press release: (1) Free cash flow represents cash from operating activities less purchases of property, plant and equipment, payments (proceeds) on settlement of forward foreign exchange contracts not designated for hedge accounting, and cash dividends to stockholders; (2) Net debt represents total long-term and short-term debt less cash and cash equivalents; and (3) Adjusted EBIT represents net income plus income tax expense, interest expense, loss on early extinguishment of debt, other expense (income), net, restructuring and related charges, severance and asset impairment charges, net, and pension and postretirement benefit plan curtailment and net settlement losses (gains), net.


Free cash flow:

 
Three Months Ended
($ millions)
February 23, 2014
 
February 24, 2013
 
(unaudited)
Most comparable GAAP measure:
 
 
 
Net cash provided by operating activities
$
35.7

 
$
143.1

 
 
 
 
Non-GAAP measure:
 
 
 
Net cash provided by operating activities
$
35.7

 
$
143.1

Purchases of property, plant and equipment
(20.4
)
 
(20.9
)
Proceeds (payments) on settlement of forward foreign exchange contracts not designated for hedge accounting
5.9

 
(2.7
)
Dividend to stockholders

 
(25.1
)
Free cash flow
$
21.2

 
$
94.4



Net debt:

($ millions)
February 23, 2014
 
November 24, 2013
 
(unaudited)
 
 
Most comparable GAAP measure:
 
 
 
Total long-term and short-term debt
$
1,546

 
$
1,546

 
 
 
 
Non-GAAP measure:
 
 
 
Total long-term and short-term debt
$
1,546

 
$
1,546

Cash and cash equivalents
(503
)
 
(489
)
Net debt
$
1,043

 
$
1,057


 





Adjusted EBIT:

 
Three Months Ended
($ millions)
February 23, 2014
 
February 24, 2013
 
(unaudited)
Most comparable GAAP measure:
 
 
 
Operating income
$
93.7

 
$
181.5

 
 
 
 
Non-GAAP measure:
 
 
 
Net income
$
49.6

 
$
106.9

Income tax expense
16.4

 
48.4

Interest expense
31.9

 
32.2

Loss on early extinguishment of debt

 
0.1

Other (income) expense, net
(4.2
)
 
(6.1
)
Restructuring and related charges, severance and asset impairment charges, net
63.8

 
(6.4
)
Pension and postretirement benefit plan curtailment and net settlement (gains) losses, net
1.0

 

Adjusted EBIT
$
158.5

 
$
175.1