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EX-32.1 - EXHIBIT 32.1 - LANDS' END, INC.a20181102exhibit321.htm
EX-31.2 - EXHIBIT 31.2 - LANDS' END, INC.a20181102exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - LANDS' END, INC.a20181102exhibit311.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

x
Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended November 2, 2018
-OR-
¨
Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to                      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 of 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)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  ¨
Indicate 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  x    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
x
 
 
 
 
 
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  x
As of December 3, 2018 the registrant had 32,211,641 shares of common stock, $0.01 par value, outstanding.



LANDS’ END, INC.
INDEX TO QUARTERLY REPORT ON FORM 10-Q
FOR THE PERIOD ENDED NOVEMBER 2, 2018
TABLE OF CONTENTS
 
 
 
 
 
Page
 
 
 
 
 
 
PART I FINANCIAL INFORMATION
 
 
 
 
 
 
Item 1.
 
Financial Statements (Unaudited)
 
 
 
 
 
 
 
Condensed Consolidated Statements of Operations
 
 
 
 
 
 
 
Condensed Consolidated Statements of Comprehensive Operations
 
 
 
 
 
 
 
 
Condensed Consolidated Balance Sheets
 
 
 
 
 
 
 
Condensed Consolidated Statements of Cash Flows
 
 
 
 
 
 
 
 
Notes to Condensed Consolidated Financial Statements
 
 
 
 
 
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
 
 
Item 3.
 
Quantitative and Qualitative Disclosures about Market Risk
 
 
 
 
 
Item 4.
 
Controls and Procedures
 
 
 
 
 
 
 
PART II OTHER INFORMATION
 
 
 
 
 
 
Item 1.
 
Legal Proceedings
 
 
 
 
 
Item 1A.
 
Risk Factors
 
 
 
 
 
 
Item 6.
 
Exhibits
 
 
 
 
 
 
 
 
Signatures
 



PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
LANDS’ END, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands, except per share data)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Net revenue
 
$
341,570


$
325,489

 
$
949,340

 
$
896,044

Cost of sales (excluding depreciation and amortization)
 
190,608

 
183,515

 
528,587

 
497,262

Gross profit
 
150,962

 
141,974

 
420,753

 
398,782

 
 
 
 
 
 
 
 
 
Selling and administrative
 
135,274

 
129,122

 
388,315

 
377,804

Depreciation and amortization
 
7,361


6,347

 
20,420

 
19,031

Other operating (income) expense, net
 
(158
)
 
564

 
132

 
2,552

Operating income (loss)
 
8,485

 
5,941

 
11,886

 
(605
)
Interest expense
 
7,303

 
6,350

 
21,216

 
18,642

Other expense (income), net
 
1,866

 
(576
)
 
5,317

 
(1,812
)
(Loss) income before income taxes
 
(684
)
 
167

 
(14,647
)
 
(17,435
)
Income tax (benefit) expense
 
(3,978
)
 
5

 
(10,026
)
 
(5,878
)
NET INCOME (LOSS)
 
$
3,294


$
162

 
$
(4,621
)
 
$
(11,557
)
NET INCOME (LOSS) PER COMMON SHARE
 
 
 
 
 
 
 
 
Basic:
 
$
0.10


$
0.01

 
$
(0.14
)
 
$
(0.36
)
Diluted:
 
$
0.10

 
$
0.01

 
$
(0.14
)
 
$
(0.36
)
 
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
32,211


32,095

 
32,182

 
32,068

Diluted weighted average common shares outstanding
 
32,314


32,117

 
32,182

 
32,068

 


See accompanying Notes to Condensed Consolidated Financial Statements.
1


LANDS’ END, INC.
Condensed Consolidated Statements of Comprehensive Operations
(Unaudited)
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
NET INCOME (LOSS)
 
$
3,294

 
$
162

 
$
(4,621
)
 
$
(11,557
)
Other comprehensive (loss) income, net of tax
 
 
 
 
 
 
 
 
Foreign currency translation adjustments
 
(39
)

(79
)
 
(3,215
)
 
1,060

COMPREHENSIVE INCOME (LOSS)
 
$
3,255

 
$
83

 
$
(7,836
)
 
$
(10,497
)


See accompanying Notes to Condensed Consolidated Financial Statements.
2


LANDS’ END, INC.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands, except share data)
 
November 2, 2018
 
October 27, 2017
 
February 2, 2018
ASSETS
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 
$
105,933


$
92,913

 
$
195,581

Restricted cash
 
2,069


1,640


2,356

Accounts receivable, net
 
41,496

 
39,044

 
49,860

Inventories, net
 
431,950

 
423,540

 
332,297

Prepaid expenses and other current assets
 
49,001

 
48,934

 
26,659

Total current assets
 
630,449

 
606,071

 
606,753

Property and equipment, net
 
145,808

 
129,955

 
136,501

Goodwill
 
110,000


110,000


110,000

Intangible asset, net
 
257,000


257,000


257,000

Other assets
 
5,461

 
17,454

 
13,881

TOTAL ASSETS
 
$
1,148,718


$
1,120,480


$
1,124,135

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
 
Accounts payable
 
$
179,036

 
$
160,340

 
$
155,874

Other current liabilities
 
116,367

 
103,886

 
100,257

Total current liabilities
 
295,403

 
264,226

 
256,131

Long-term debt, net
 
483,401


487,197


486,248

Long-term deferred tax liabilities
 
58,462

 
91,392

 
59,137

Other liabilities
 
7,246

 
14,568

 
15,526

TOTAL LIABILITIES
 
844,512

 
857,383

 
817,042

Commitments and contingencies
 

 

 

STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
Common stock, par value $0.01 authorized: 480,000,000 shares; issued and outstanding: 32,211,641, 32,095,021 and 32,101,793, respectively
 
320

 
320

 
320

Additional paid-in capital
 
351,064

 
346,153

 
347,175

Accumulated deficit
 
(33,371
)
 
(72,010
)
 
(29,810
)
Accumulated other comprehensive loss
 
(13,807
)

(11,366
)

(10,592
)
Total stockholders’ equity
 
304,206

 
263,097

 
307,093

TOTAL LIABILITIES AND STOCKHOLDERS’
          EQUITY
 
$
1,148,718

 
$
1,120,480

 
$
1,124,135



See accompanying Notes to Condensed Consolidated Financial Statements.
3


LANDS’ END, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)

 
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
 
Net loss
 
$
(4,621
)
 
$
(11,557
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation and amortization
 
20,420

 
19,031

Loss on property and equipment
 
121

 
151

Amortization of debt issuance costs
 
1,394

 
1,284

Stock-based compensation
 
4,432

 
2,855

Deferred income taxes
 
180

 
355

Change in operating assets and liabilities:
 
 
 
 
Inventories
 
(103,177
)
 
(96,522
)
Accounts payable
 
26,742

 
944

Other operating assets
 
(2,864
)
 
(21,890
)
Other operating liabilities
 
5,125

 
17,542

Net cash used in operating activities
 
(52,248
)
 
(87,807
)
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
 
Sales of property and equipment
 
127

 

Purchases of property and equipment
 
(33,160
)
 
(29,143
)
Net cash used in investing activities
 
(33,033
)

(29,143
)
CASH FLOWS FROM FINANCING ACTIVITIES
 
 
 
 
Payments on term loan facility
 
(3,865
)
 
(3,863
)
Payments of employee withholding taxes on share-based compensation
 
(543
)
 
(674
)
Net cash used in financing activities
 
(4,408
)
 
(4,537
)
Effects of exchange rate changes on cash, cash equivalents and restricted cash
 
(246
)
 
(368
)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
 
(89,935
)
 
(121,855
)
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH, BEGINNING OF PERIOD
 
197,937

 
216,408

CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD
 
$
108,002

 
$
94,553

SUPPLEMENTAL CASH FLOW DATA
 
 
 
 
Unpaid liability to acquire property and equipment
 
$
4,707

 
$
4,796

Income taxes paid, net of refunds
 
$
1,420

 
$
3,220

Interest paid
 
$
19,792

 
$
17,106


See accompanying Notes to Condensed Consolidated Financial Statements.
4


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 multi-channel retailer of casual clothing, accessories, footwear and home products. We offer products through catalogs, online at www.landsend.com and affiliated specialty and international websites, and through retail locations. We are a classic American lifestyle brand with a passion for quality, legendary service and real value, and seek to deliver timeless style for women, men, kids and the home.
Terms that are commonly used in the Company's notes to Condensed Consolidated Financial Statements are defined as follows:
• ABL Facilities - Collectively, the Prior ABL Facility and the Current ABL Facility
• Adjusted EBITDA - Net income (loss) net of Income tax benefit, Other income, net, Interest expense, Depreciation and amortization and certain significant items
• ASC - FASB Accounting Standards Codification
• ASU - FASB Accounting Standards Update
• CAM - Common area maintenance for leased properties
• Company Operated stores - Lands' End retail stores
• Current ABL Facility - Asset-based senior secured credit agreements, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders
• Debt Facilities - Collectively, the Current ABL Facility and the Term Loan Facility
• Deferred Awards - Time vesting stock awards
• EPS - Earnings (loss) per share
• ESL - ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert
• FASB - Financial Accounting Standards Board
• First Quarter 2018 - The thirteen weeks ended May 4, 2018
• Fiscal 2017 - The fifty-three weeks ended February 2, 2018
• Fiscal 2018 - The fifty-two weeks ending February 1, 2019
• Fiscal 2020 - The fifty-two weeks ending January 29, 2021
• Fourth Quarter 2017 - The fourteen weeks ended February 2, 2018
• GAAP - Accounting principles generally accepted in the United States
• Lands' End Shops at Sears - Lands' End shops operated within Sears stores
• LIBOR - London inter-bank offered rate
• Option Awards - Stock option awards
• Performance Awards - Performance-based stock awards
• Prior ABL Facility - Asset-based senior secured credit agreements, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders, terminated November 16, 2017

5



• Sears Holdings or Sears Holdings Corporation - Sears Holdings Corporation, a Delaware corporation, and its consolidated subsidiaries (other than, for all periods following the Separation, Lands' End)
• SEC - United States Securities and Exchange Commission
• Separation - On April 4, 2014 Sears Holdings distributed 100% of the outstanding common stock of Lands' End to its shareholders
• SHMC - Sears Holdings Management Corporation, a subsidiary of Sears Holdings Corporation
• Target Shares - Shares to be delivered to participants based on achievement of target performance metrics
• Tax Act - The Tax Cuts and Jobs Act passed by the United States government on December 22, 2017
• Tax Sharing Agreement - A tax sharing agreement entered into by Sears Holdings Corporation and Lands' End in connection with the Separation
• Term Loan Facility - Term loan credit agreements, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders
• Third Quarter 2018 - The thirteen weeks ended November 2, 2018
• Third Quarter 2017 - The thirteen weeks ended October 27, 2017
• UTBs - Gross unrecognized tax benefits
Year-to-Date 2018 - The thirty-nine weeks ended November 2, 2018
Year-to-Date 2017 - The thirty-nine weeks ended October 27, 2017
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 March 29, 2018.
Reclassifications
In the First Quarter 2018, the Company adopted ASU 2016-18, Restricted Cash, which changed the required presentation of Restricted cash on the Condensed Consolidated Statements of Cash Flows to include those amounts generally described as Restricted cash or restricted cash equivalents with Cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown. As a result of the adoption, the Company reclassified the amount of beginning-of-period cash, cash equivalents, and restricted cash presented in the Condensed Consolidated Statement of Cash Flows to include Restricted cash.

6



NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
Revenue from Contracts with Customers
In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, which provides guidance for revenue recognition. In First Quarter 2018, the Company adopted the guidance using the modified retrospective method resulting in only those contracts that were open as of the date of adoption requiring assessment. The comparative information presented in the Condensed Consolidated Financial Statements was not restated and is reported under the accounting standards in effect for the periods presented. The adoption of this guidance did not have, and is not expected to have, a significant impact on our reported revenue, gross margin or income from operations.
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 Direct segment is when the merchandise is expected to be received by the customer and for the Retail segment, is at the time of sale in the store. Revenue is adjusted for estimated returns and volume rebates with a corresponding liability recorded. Effective in the First Quarter 2018, the Company changed its balance sheet presentation for estimated product returns by reporting a product return asset for the right to receive returned products and a returns liability for amounts expected to be refunded to customers as a result of product returns. The product return asset is reported within Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet. Prior to adoption, product return assets were netted against the returns liability and reported within Other current liabilities. The impact of the adoption was recorded as a non-cash transaction in Other operating assets and Other operating liabilities in the Condensed Consolidated Statement of Cash Flows. The returns liability and payments received from customers for future delivery of products are reported within Other current liabilities in the Condensed Consolidated Balance Sheet. The adoption of this guidance did not have an impact on the recording of these liabilities.

Recognition of Breakage for Certain Prepaid Stored-Value Products

The Company sells gift certificates, gift cards and e-certificates (collectively, "gift cards") to customers through both the Direct and Retail segments. The gift cards do not have expiration dates. 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.

In March 2016, the FASB issued ASU 2016-04, Recognition of Breakage for Certain Prepaid Stored-Value Products. This update clarifies when it is acceptable to recognize the unredeemed portion of prepaid gift cards into income. The Company has evaluated the impacts of this ASU and has identified a change in the timing of recognition of revenue from gift cards. The Company will recognize breakage income over the breakage period for the estimated portion of unredeemed gift cards that is unlikely to be redeemed where the Company does not have an obligation to remit the value of the unredeemed gift card to the relevant jurisdiction as unclaimed or abandoned property. Previously the Company recognized gift card breakage after three years of no activity, or when the likelihood of redemption was considered remote. This guidance was adopted by the Company during First Quarter 2018 and resulted in a cumulative impact to be recognized as a reduction in Accumulated deficit and Other current liabilities of $1.1 million for estimated gift card breakage occurring prior to Fiscal 2018, under the modified retrospective approach described under the preceding Revenue from Contracts with Customers section.


7



The impact of adoption on the Condensed Consolidated Balance Sheet as of February 3, 2018 was:
(in thousands)
 
February 2, 2018 (As reported)
 
Impact of Adoption
 
February 3, 2018
Assets:
 
 
 
 
 
 
   Prepaid expenses and other current assets
 
$
26,659

 
$
10,425

 
$
37,084

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
   Other current liabilities
 
100,257

 
9,365

 
109,622

 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
   Accumulated deficit
 
(29,810
)
 
1,060

 
(28,750
)

The impact of the new revenue recognition guidance on our Condensed Consolidated Balance Sheet as of November 2, 2018 was:
 
 
November 2, 2018
(in thousands)
 
Balances Without Adoption
 
Impact of Adoption
 
As Reported
Assets:
 
 
 
 
 
 
   Prepaid expenses and other current assets
 
$
38,246

 
$
10,755

 
$
49,001

 
 
 
 
 
 
 
Liabilities:
 
 
 
 
 
 
   Other current liabilities
 
106,736

 
9,631

 
116,367

 
 
 
 
 
 
 
Stockholders' Equity:
 
 
 
 
 
 
   Accumulated deficit
 
(34,494
)
 
1,123

 
(33,371
)

See Note 12, Revenue for additional disclosures.
Restricted Cash
In November 2016, the FASB issued ASU 2016-18, Restricted Cash. This ASU requires the inclusion of Restricted cash with Cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the Condensed Consolidated Statement of Cash Flows. This guidance was adopted by the Company during First Quarter 2018. As a result of the adoption, the Company changed the presentation in its Condensed Consolidated Statements of Cash Flows for all periods presented.
Leases
In February 2016, the FASB issued ASU 2016-02, Leases, which will replace the existing guidance in ASC 840, Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset, and for operating leases, the lessee would recognize a straight-line total lease expense. This guidance will be effective for the Company in the first quarter of its fiscal year ending January 31, 2020. The Company is still evaluating the overall impact on the Company's Condensed Consolidated Financial Statements, however, it is expected that the standard will result in a material increase in the assets and liabilities recorded on the Company's Consolidated Balance Sheet.

8



NOTE 3. EARNINGS/(LOSS) PER SHARE
The numerator for both basic and diluted EPS is net income (loss). The denominator for basic EPS is based upon the number of weighted average shares of Lands’ End common stock outstanding during the reporting periods. The denominator for diluted EPS is based upon the number of weighted average shares of Lands' End common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with US GAAP. Potentially dilutive securities for the diluted EPS calculations consist of nonvested equity shares of common stock and in-the-money outstanding stock options, if any, to purchase the Company’s common stock.
The following table summarizes the components of basic and diluted EPS:
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands, except per share amounts)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Net income (loss)
 
$
3,294

 
$
162

 
$
(4,621
)
 
$
(11,557
)
 
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
32,211

 
32,095

 
32,182

 
32,068

Dilutive effect of stock awards
 
103

 
22

 

 

Diluted weighted average common shares outstanding
 
32,314

 
32,117

 
32,182

 
32,068

 
 
 
 
 
 
 
 
 
Basic Earnings (Loss) per share
 
$
0.10

 
$
0.01

 
$
(0.14
)
 
$
(0.36
)
Diluted Earnings (Loss) per share
 
$
0.10

 
$
0.01

 
$
(0.14
)
 
$
(0.36
)
Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss. There were 484,743, 827,057, 408,092, and 692,175 anti-dilutive shares excluded from the diluted weighted average shares outstanding for Third Quarter 2018, Third Quarter 2017, Year-to-Date 2018, and Year-to-Date 2017, respectively.
NOTE 4. OTHER COMPREHENSIVE INCOME (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.
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Beginning balance: Accumulated other comprehensive loss (net of tax of $3,660, $6,054, $2,816 and $6,691, respectively)
 
$
(13,768
)
 
$
(11,287
)
 
$
(10,592
)
 
$
(12,426
)
Other comprehensive income (loss):
 
 
 
 
 
 
 
 
Foreign currency translation adjustments (net of tax (benefit) expense of $10, $66, $854, and $(571), respectively)
 
(39
)
 
(79
)
 
(3,215
)
 
1,060

Ending balance: Accumulated other comprehensive loss (net of tax of $3,670, $6,120, $3,670, and $6,120, respectively)
 
$
(13,807
)
 
$
(11,366
)
 
$
(13,807
)
 
$
(11,366
)
No amounts were reclassified out of Accumulated other comprehensive income (loss) during any of the periods presented.

9






NOTE 5. DEBT
The Company's debt consisted of the following:
 
 
November 2, 2018
 
October 27, 2017
 
February 2, 2018
(in thousands)
 
Amount
 
Rate
 
Amount
 
Rate
 
Amount
 
Rate
Term Loan Facility, maturing April 4, 2021
 
$
491,825

 
5.49
%
 
$
496,975

 
4.49
%
 
$
495,688

 
4.82
%
Current ABL Facility, maturing November 16, 2022(1)
 

 
%
 

 
%
 

 
%
 
 
491,825

 
 
 
496,975

 
 
 
495,688

 
 
Less: Current maturities in Other current liabilities
 
5,150

 
 
 
5,150

 
 
 
5,150

 
 
Less: Unamortized debt issuance costs
 
3,274

 
 
 
4,628

 
 
 
4,290

 
 
Long-term debt, net
 
$
483,401

 
 
 
$
487,197

 
 
 
$
486,248

 
 
(1) October 27, 2017 amounts pertain to Prior ABL Facility.

The following table summarizes the Company's borrowing availability under the ABL Facilities:
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
February 2, 2018
Current ABL Facility maximum borrowing(1)
 
$
175,000

 
$
175,000

 
$
175,000

Outstanding Letters of Credit(1)
 
22,621

 
17,788

 
22,328

Borrowing availability under ABL(1)
 
$
152,379

 
$
157,212

 
$
152,672

(1) October 27, 2017 amounts pertain to Prior ABL Facility.
Interest; Fees
The interest rates per annum applicable to the loans under the Debt Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (i) an adjusted LIBOR rate plus a borrowing margin, or (ii) an alternative base rate plus a borrowing margin. The borrowing margin is fixed for the Term Loan Facility at 3.25% in the case of LIBOR loans and 2.25% in the case of base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facilities is subject to adjustment based on the average excess availability under the ABL Facilities for the preceding fiscal quarter. LIBOR borrowings will range from 1.25% to 1.75% and 1.50% to 2.00% for the Current ABL Facility and Prior ABL Facility, respectively. Base rate borrowings will range from 0.50% to 1.00% for the ABL Facilities.
Customary agency fees are payable pursuant to the terms of the Debt Facilities. The ABL Facilities fees also include (i) commitment fees in an amount equal to 0.25% and 0.25% to 0.375% of the daily unused portions of the Current ABL Facility and Prior ABL Facility, respectively, and (ii) customary letter of credit fees.
Representations and Warranties; Covenants
Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict the ability of Lands’ End and its subsidiaries 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. In addition, if excess availability under the Current ABL Facility falls below the greater of 10% of the loan cap amount or $15.0 million, Lands’ End will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The Debt Facilities do not otherwise contain financial maintenance covenants. The Company was in compliance with all financial covenants related to the Debt Facilities as of November 2, 2018.

10



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.

NOTE 6. STOCK-BASED COMPENSATION
The Company expenses the fair value of all stock awards over their respective vesting periods, ensuring that, the amount of cumulative compensation cost recognized at any date is at least equal to the portion of the grant-date value of the award that is vested at that date. The Company has elected to adjust compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize compensation cost 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:
i.
Time vesting stock awards ("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 and is reduced for estimated forfeitures of those awards not expected to vest due to employee turnover.
ii.
Stock option awards ("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 ratably over a four year period.
iii.
Performance-based stock awards ("Performance Awards") are in the form of restricted stock units and have, in addition to a service requirement, performance criteria that must be achieved for the awards to be earned. Performance Awards granted prior to Fiscal 2018 had annual vesting, but due to the performance criteria, were not eligible for straight-line expensing. All Performance Awards granted prior to Fiscal 2018 were forfeited during the First Quarter 2018. For Performance Awards granted in Fiscal 2018, the Target Shares earned can range from 0% to 200% and depend on the achievement of Adjusted EBITDA and revenue performance measures for the cumulative three-fiscal year performance period from Fiscal 2018 to Fiscal 2020. The applicable percentage of the Target Shares, as determined by performance, vest after the completion of the applicable three year performance period, and unearned Target Shares are forfeited. The fair value of the Performance Awards granted in Fiscal 2018 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 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 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
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Deferred Awards
 
$
1,237

 
$
879

 
$
3,177

 
$
2,315

Option Awards
 
187

 
176

 
561

 
452

Performance Awards
 
312

 

 
694

 
88

Total stock-based compensation expense

$
1,736

 
$
1,055

 
$
4,432

 
$
2,855


11



The following table provides a summary of the activities for stock awards for Year-to-Date 2018:
 
 
Deferred Awards
 
Option Awards
 
Performance Awards
(in thousands, except per share amounts)
 
Number of Shares
 
Weighted Average Grant Date Fair Value per Share
 
Number of Shares
 
Weighted Average Grant Date Fair Value per Share
 
Number of Shares(1)
 
Weighted Average Grant Date Fair Value per Share
Unvested as of February 2, 2018
 
497

 
$
22.07

 
343

 
$
8.73

 
15

 
$
21.94

Granted
 
292

 
21.97

 

 

 
195

 
21.90

Vested
 
(139
)
 
22.68

 
(86
)
 
8.73

 

 

Forfeited or expired
 
(21
)
 
22.41

 

 

 
(18
)
 
21.93

Unvested as of November 2, 2018
 
629

 
21.86

 
257

 
8.73

 
192

 
21.90

(1) For those awards with respect to which the performance period is not yet complete, the number of granted and unvested shares in the table above is based on the participants earning their Target Shares at 100%; however, the cumulative expense recognized reflects changes in estimated achievement of the performance measures as they occur.
Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately $8.8 million as of November 2, 2018, which is expected to be recognized ratably over a weighted average period of 2.1 years. Deferred Awards granted to various employees during Fiscal 2018 generally vest ratably over a period of three years.
Total unrecognized stock-based compensation expense related to unvested Option Awards was approximately $1.8 million as of November 2, 2018, which is expected to be recognized ratably over a weighted average period of 2.4 years. The Option Awards have a life of ten years and vest ratably over the first four years. The fair value of each Option Award was estimated on the grant date using the Black-Scholes option pricing model. As of November 2, 2018, 85,784 shares related to Option Awards were exercisable. No options have been exercised as of November 2, 2018.
Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately $3.0 million as of November 2, 2018, which is expected to be recognized ratably over a weighted average period of 2.4 years. Performance Awards granted to various employees during Fiscal 2018 vest, if earned, after completion of the applicable three-year performance period.
NOTE 7. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES
Restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value. The fair value of restricted cash was $2.1 million, $1.6 million and $2.4 million as of November 2, 2018, October 27, 2017 and February 2, 2018, respectively based on Level 1 inputs. Restricted cash amounts are valued based upon statements received from financial institutions.
The carrying amount of the Company's Cash and cash equivalents, Accounts receivable, Accounts payable and Other current liabilities approximate their fair value as recorded due to the short-term maturity of these instruments.
Carrying values and fair values of long-term debt, including the short-term portion, in the Condensed Consolidated Balance Sheets are as follows:
 
 
November 2, 2018
 
October 27, 2017
 
February 2, 2018
(in thousands)
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
 
Carrying
Amount
 
Fair
Value
Long-term debt, including short-term portion
 
$
491,825

 
$
475,226

 
$
496,975

 
$
414,353

 
$
495,688

 
$
443,641

Long-term debt, including short-term portion was valued utilizing Level 2 valuation techniques based on the closing inactive market bid price on November 2, 2018, October 27, 2017, and February 2, 2018. There were no nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of November 2, 2018, October 27, 2017, and February 2, 2018.

12




NOTE 8. INCOME TAXES

Provision for Income Taxes

The Company recorded a tax benefit for the Third Quarter 2018 and Year-to-Date 2018, with effective tax rates of 581.6% and 68.5%, respectively. This compares to effective tax rates of 3.0% and 33.7% for the Third Quarter 2017 and Year-to-Date 2017. The higher effective tax benefit for the Third Quarter 2018 was primarily due to revised estimates of the impact due to the Tax Act as more fully described below. The Year-to-Date 2018 rate reflects the revised estimates and the benefits of favorable state tax audit settlements for periods prior to the Separation which were recorded in the first quarter.

Tax Act
    
The Tax Act was enacted on December 22, 2017. In connection with the Tax Act, the Company re-measured its deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future under the Tax Act. Pursuant to Staff Accounting Bulletin No. 118, a provisional amount for the change in law was recorded in Fourth Quarter 2017. The Company has revised estimates related to the Tax Act and has recorded a benefit of $3.7 million in the Third Quarter 2018. The Company is still investigating potential planning opportunities as they present themselves. As such, the Company will continue its assessment of the impact of the Tax Act on the business and Consolidated Financial Statements throughout the one-year measurement period as provided by SAB 118.

Impacts from Sears
    
Pursuant to the Tax Sharing Agreement, Sears Holdings Corporation is generally responsible for all United States federal, state and local UTBs, through the date of the Separation. As of November 2, 2018, the Company had UTBs of $1.9 million. Of this amount, $1.5 million would, if recognized, impact its effective tax rate, with the remaining amount being comprised of UTBs related to gross temporary differences or other indirect benefits. Accordingly, an indemnification asset from Sears Holdings Corporation for the pre-Separation UTBs is recorded in Other assets in the Condensed Consolidated Balance Sheets.

On October 15, 2018, Sears Holdings Corporation and certain of its subsidiaries filed voluntary petitions in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of Title 11 of the United States Code (collectively the “Sears Filing").

As a result of the Sears Filing, the Company believes that the recovery of the UTBs provided by the Tax Sharing Agreement is uncertain. The Company recorded a non-cash charge of $2.6 million in the Third Quarter 2018 as the result of establishing a reserve against the indemnification asset. The indemnification asset was $0, $12.0 million and $7.4 million as of November 2, 2018, October 27, 2017, and February 2, 2018, respectively.

NOTE 9. 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.


13



NOTE 10. RELATED PARTY TRANSACTIONS
According to statements on Schedule 13D filed with the SEC by ESL, ESL beneficially owns significant portions of both the Company's and Sears Holdings Corporation's outstanding shares of common stock. Therefore, Sears Holdings Corporation, the Company's former parent company, is considered a related party. In connection with and subsequent to the Separation, the Company entered into various agreements with Sears Holdings which, among other things, (i) govern specified aspects of the Company's relationship following the Separation, especially with regards to the Lands’ End Shops at Sears, and (ii) establish terms pursuant to which subsidiaries of Sears Holdings Corporation are providing services to the Company. Descriptions of these transactions are included in the Company's Fiscal 2017 Form 10-K filed with the SEC on March 29, 2018 and proxy statement filed with the SEC on April 6, 2018.
The components of the transactions between the Company and Sears Holdings, which exclude pass-through payments to or from third parties, are as follows:
Lands’ End Shops at Sears
Related party costs charged by Sears Holdings to the Company related to Lands’ End Shops at Sears are as follows:
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands, except for number of stores)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Rent, CAM and occupancy costs
 
$
3,483

 
$
5,376

 
$
12,004

 
$
16,882

Retail services, store labor
 
3,231

 
5,268

 
11,084

 
16,410

Financial services and payment processing
 
350

 
479

 
1,191

 
1,627

Supply chain costs
 
126

 
167

 
362

 
558

Total expenses
 
$
7,190

 
$
11,290

 
$
24,641

 
$
35,477

Number of Lands’ End Shops at Sears at period end
 
125

 
188

 
125

 
188


General Corporate Services
Related party costs charged by Sears Holdings to the Company for general corporate services are as follows:
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Sourcing
 
$
2,830

 
$
3,445

 
$
6,144

 
$
8,525

Shop Your Way
 
251

 
83

 
633

 
780

Shared services
 
48

 
48

 
143

 
143

Total expenses
 
$
3,129

 
$
3,576

 
$
6,920

 
$
9,448

The Company's contract under which it receives sourcing services from an affiliate of Sears Holdings runs through June 30, 2020. The Company participates in Sears Holdings' Shop Your Way program in the Lands' End Shops at Sears.

14



Use of Intellectual Property or Services
Related party revenue and costs charged by the Company to and from Sears Holdings for the use of intellectual property or services is as follows:
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Call center services
 
$

 
$

 
$

 
$
1,160

Lands' End business outfitters revenue
 
216

 
222

 
834

 
764

Credit card revenue
 
184

 
205

 
506

 
638

Royalty income
 
43

 
55

 
156

 
169

Gift card (expense)
 
(4
)
 
(7
)
 
(12
)
 
(20
)
Total income
 
$
439

 
$
475

 
$
1,484

 
$
2,711

Call Center Services
The Company had entered into a contract with SHMC to provide call center services in support of Sears Holdings’ Shop Your Way member loyalty program. This income was net of agreed upon costs directly attributable to the Company providing these services. The income was included in Net revenue and costs are included in Selling and administrative expenses in the Condensed Consolidated Statements of Operations. The contract for call center services expired on April 30, 2017.
Additional Balance Sheet Information
At November 2, 2018, October 27, 2017 and February 2, 2018, the Company included $1.0 million, $3.1 million and $2.0 million in Accounts receivable, net, respectively, and $3.1 million and $2.9 million in Accounts payable on October 27, 2017 and February 2, 2018, respectively, in the Condensed Consolidated Balance Sheets to reflect amounts due from and owed to Sears Holdings.
Following the Sears Filing, the Company began netting payables due to Sears against receivables due from Sears if and as allowed under its contracts. As a result, receivables and payables have been netted, and are presented as a net receivable balance in Accounts receivable, net.

In the Third Quarter 2018, the Company recorded a non-cash charge of $2.6 million in Other expense, net, in the Condensed Statement of Operations due to establishing a reserve against the indemnification asset related to the indemnification by Sears Holdings Corporation of the pre-Separation UTBs (including penalties and interest) for which Sears Holdings Corporation is responsible under the Tax Sharing Agreement. Due to the Sears Filing, there is substantial doubt regarding the collectability of this contingent asset. At October 27, 2017 and February 2, 2018, respectively, a $12.0 million and $7.4 million indemnification receivable was recorded in Other assets in the Condensed Consolidated Balance Sheets.

NOTE 11. SEGMENT REPORTING
The Company is a leading multi-channel retailer of casual clothing, accessories, footwear, and home products, and has two reportable segments: Direct and Retail. Product revenue is divided by product categories: Apparel and Non-apparel. The Non-apparel revenue includes accessories, footwear, and home goods. Services and other revenue includes embroidery, monogramming, gift wrapping, shipping and other services. Net revenue is aggregated by product category in the following table:


15



 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Net revenue:
 
 
 
 
 
 
 
 
Apparel
 
$
279,620

 
$
263,309

 
$
794,788

 
$
743,794

Non-apparel
 
40,238

 
37,303

 
97,286

 
91,148

Service and other
 
21,712

 
24,877

 
57,266

 
61,102

Total net revenue
 
$
341,570

 
$
325,489

 
$
949,340

 
$
896,044

The Company identifies reportable segments according to how business activities are managed and evaluated. Each of the Company’s reportable segments are strategic business units that offer similar products and services but are either shipped directly from its warehouses (Direct) or sold through retail stores (Retail). Adjusted EBITDA is the primary measure used to make decisions on allocating resources and assessing performance of each operating segment. Adjusted EBITDA is computed as Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax benefit, Other income, net, Interest expense, Depreciation and amortization and certain significant items that while periodically affecting the Company's results, may vary significantly from period to period and may have a disproportionate effect in a given period, which may affect comparability of results. Reportable segment assets are those directly used in or clearly allocable to an operating segment’s operations. Depreciation, amortization, and property and equipment expenditures are recognized in each respective segment. There were no material transactions between reporting segments for any periods presented.
The Direct segment sells products through the Company’s e-commerce websites and direct mail catalogs. Operating costs consist primarily of direct marketing costs (catalog and e-commerce marketing costs); order processing and shipping costs; direct labor and benefits costs and facility costs. Assets primarily include goodwill and trade name intangible assets, inventory, accounts receivable, prepaid expenses (deferred catalog costs), technology infrastructure, and property and equipment.
The Retail segment sells products and services through dedicated Lands’ End Shops at Sears across the United States and through Company Operated stores. Operating costs consist primarily of labor and benefits costs; rent, CAM and occupancy costs; distribution costs; and in-store marketing costs. Assets primarily include retail inventory, fixtures and leasehold improvements.
Corporate overhead and other expenses include unallocated shared-service costs, which primarily consist of employee services and financial services, legal and corporate expenses. These expenses include labor and benefits costs, corporate headquarters occupancy costs and other administrative expenses. Assets include corporate headquarters and facilities, corporate cash and cash equivalents and deferred income taxes.
Financial information by segment is presented in the following tables:
SUMMARY OF SEGMENT DATA

 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Net revenue:
 



 
 
 
 
Direct
 
$
313,778


$
290,326

 
$
863,753

 
$
778,554

Retail
 
27,792


35,163

 
85,587

 
117,490

Total net revenue
 
$
341,570

 
$
325,489

 
$
949,340

 
$
896,044


16



 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Adjusted EBITDA:
 
 
 
 
 
 
 
 
Direct
 
$
30,284

 
$
29,100

 
$
68,379

 
$
54,018

Retail
 
(3,595
)
 
(6,003
)
 
(7,763
)
 
(7,405
)
Corporate / other
 
(11,001
)
 
(10,245
)
 
(28,179
)
 
(25,635
)
Total adjusted EBITDA
 
$
15,688

 
$
12,852

 
$
32,437

 
$
20,978

(Gain) loss on property and equipment
 
(162
)
 
89

 
121

 
151

Transfer of corporate functions
 
4

 
475

 
10

 
2,401

Depreciation and amortization
 
7,361

 
6,347

 
20,420

 
19,031

Operating income (loss)
 
$
8,485

 
$
5,941

 
$
11,886

 
$
(605
)
Interest expense
 
7,303

 
6,350

 
21,216

 
18,642

Other expense (income), net
 
1,866

 
(576
)
 
5,317

 
(1,812
)
Income tax (benefit) expense
 
(3,978
)
 
5

 
(10,026
)
 
(5,878
)
NET INCOME (LOSS)
 
$
3,294

 
$
162

 
$
(4,621
)
 
$
(11,557
)
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Depreciation and amortization:
 
 
 
 
 
 
 
 
Direct
 
$
6,887

 
$
5,747

 
$
18,692

 
$
17,015

Retail
 
177

 
285

 
752

 
992

Corporate / other
 
297

 
315

 
976

 
1,024

Total depreciation and amortization
 
$
7,361

 
$
6,347

 
$
20,420

 
$
19,031

(in thousands)
 
November 2, 2018
 
October 27, 2017
 
February 2, 2018
Total Assets:
 
 
 
 
 
 
Direct
 
$
961,289

 
$
934,508

 
$
856,986

Retail
 
55,511

 
67,965

 
49,933

Corporate / other
 
131,918

 
118,007

 
217,216

Total assets
 
$
1,148,718

 
$
1,120,480

 
$
1,124,135

 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Capital expenditures:
 
 
 
 
 
 
 
 
Direct
 
$
9,129

 
$
8,791

 
$
29,591

 
$
29,004

Retail
 
1,828

 

 
3,569

 
10

Corporate / other
 
$

 
$
129

 
$

 
$
129

Total capital expenditures
 
$
10,957

 
$
8,920

 
$
33,160

 
$
29,143

NOTE 12. REVENUE
The Company adopted authoritative guidance related to the recognition of revenue from contracts with customers effective First Quarter 2018 using the modified retrospective method. The comparative information presented in the Condensed Consolidated Financial Statements was not restated and is reported under the accounting standards in effect

17



for the periods presented. See Note 2, Recent Accounting Pronouncements, for a discussion of the significant changes resulting from adoption of the guidance. The adoption of the guidance did not have a significant impact on revenue.
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 Direct segment is when the merchandise is expected to be received by the customer and for the Retail segment 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. There were no changes to estimates in Third Quarter 2018.
The Company's revenue is disaggregated by product categories and geographic location. Revenue by product category is presented in Note 11, Segment Reporting. Revenue by geographic location was:
 
 
13 Weeks Ended
 
39 Weeks Ended
(in thousands)
 
November 2, 2018
 
October 27, 2017
 
November 2, 2018
 
October 27, 2017
Net revenue:
 
 
 
 
 
 
 
 
North America
 
$
300,900

 
$
283,771

 
$
828,078

 
$
780,926

Europe
 
30,783

 
31,848

 
87,888

 
84,053

Asia
 
9,887

 
9,870

 
33,374

 
31,065

Total Net revenue
 
$
341,570

 
$
325,489

 
$
949,340

 
$
896,044

The Company elected to exclude from revenue, taxes assessed by governmental authorities, including value-added and other sales-related taxes, that are imposed on and concurrent with revenue-producing activities, and as a result there is no change in presentation from prior comparative periods.
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 Other current liabilities in the Condensed Consolidated Balance Sheets and amounts recognized through Net revenue for each period presented. The remainder of deferred revenue as of November 2, 2018 is expected to be recognized in Net revenue in the fiscal quarter ending February 1, 2019, as products are delivered to customers.
 
 
November 2, 2018
(in thousands)
 
13 Weeks Ended
 
39 Weeks Ended
Deferred Revenue Beginning of Period
 
$
8,461

 
$
12,838

Deferred Revenue Recognized in Period
 
(8,461
)
 
(12,838
)
Revenue Deferred in Period
 
21,960

 
21,960

Deferred Revenue End of Period
 
$
21,960

 
$
21,960


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, included within Other current liabilities in the Condensed Consolidated Balance Sheets. The total contract liability related to gift cards issued was $16.0 million, $17.7 million and $19.3 million as of November 2, 2018, October 27, 2017 and February 2, 2018, respectively. The liability is estimated based on expected

18



breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:
 
 
November 2, 2018
(in thousands)
 
13 Weeks Ended
 
39 Weeks Ended
Balance as of Beginning of Period
 
$
16,626

 
$
19,272

Gift cards sold
 
14,790

 
40,143

Gift cards redeemed
 
(15,258
)
 
(41,605
)
Gift card breakage
 
(183
)
 
(1,835
)
Balance as of November 2, 2018
 
$
15,975

 
$
15,975

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. As of November 2, 2018, October 27, 2017 and February 2, 2018, $23.7 million, $12.0 million and $11.1 million, respectively, of refund liabilities, primarily associated with product returns, were reported in Other current liabilities in the Condensed Consolidated Balance Sheets. Prior to adoption, product return assets and return liabilities were reported net within Other current liabilities. As of the adoption date, the product return assets were reclassified and reported as a component of Prepaid expenses and other current assets, and return liabilities continued to be reported in Other current liabilities in the Company's Condensed Consolidated Balance Sheet. See Note 2, Recent Accounting Pronouncements, for additional details on the impact of this change.

19



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 Statements Concerning Forward-Looking Statements" below and "Item 1A. Risk Factors" in our Annual Report filed on Form 10-K for the year ended February 2, 2018 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 Facilities - Collectively, the Prior ABL Facility and the Current ABL Facility
Company Operated stores - Retail stores operated by Lands' End
Current ABL Facility - Asset-based senior secured credit agreements, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders
Debt Facilities - Collectively, the ABL Facilities and the Term Loan Facility
ERP - Enterprise resource planning software solutions
ESL - ESL Investments, Inc. and its investment affiliates, including Edward S. Lampert
First Quarter 2018 - The thirteen weeks ended May 4, 2018
Fiscal 2018 - The fifty-two weeks ending February 1, 2019
GAAP - Accounting principles generally accepted in the United States
Lands' End Shops at Sears - Lands' End shops operated within Sears stores
LIBOR - London inter-bank offered rate
Prior ABL Facility - Asset-based senior secured credit agreements, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders, terminated November 16, 2017
Same Store Sales - Net revenue, from stores that have been open for at least 12 full months where selling square footage has not changed by 15% or more within the past year
Sears Holdings or Sears Holdings Corporation - Sears Holdings Corporation, a Delaware corporation, and its consolidated subsidiaries (other than, for all periods following the Separation, Lands' End)
SEC - United States Securities and Exchange Commission
Separation - On April 4, 2014 Sears Holdings distributed 100% of the outstanding common stock of Lands' End to its shareholders
Term Loan Facility - Term loan credit agreements, dated as of April 4, 2014, with Bank of America, N.A. and certain other lenders
Third Quarter 2018 - The thirteen weeks ended November 2, 2018
Third Quarter 2017 - The thirteen weeks ended October 27, 2017
UK Borrower - A United Kingdom subsidiary borrower of Lands’ End under the Prior ABL Facility
UTBs - Gross unrecognized tax benefits

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Year-to-Date 2018 - The thirty-nine weeks ended November 2, 2018
Year-to-Date 2017 - The thirty-nine weeks ended October 27, 2017

Introduction
Management's discussion and analysis of financial condition and results of operations accompanies our Condensed Consolidated Financial Statements and provides additional information about our business, financial condition, liquidity and capital resources, cash flows and results of operations. We have organized the information as follows:
Executive overview. This section provides a brief description of our business, accounting basis of presentation and a brief summary of our results of operations.
Discussion and analysis. This section highlights items affecting the comparability of our financial results and provides an analysis of our segment results of operations for Third Quarter 2018, Third Quarter 2017, Year-to-Date 2018 and Year-to-Date 2017.
Liquidity and capital resources. This section provides an overview of our historical and anticipated cash and financing activities. We also review our historical sources and uses of cash in our operating, investing and financing activities.
Contractual Obligations and Off-Balance-Sheet Arrangements. This section provides details of the Company's off-balance-sheet arrangements and contractual obligations for the next five years and thereafter.
Financial Instruments with Off-Balance-Sheet Risk. This section discusses financial instruments of the Company that could have off-balance-sheet risk.
Application of critical accounting policies and estimates. This section summarizes the accounting policies that we consider important to our financial condition and results of operations and which require significant judgment or estimates to be made in their application.
Recent accounting pronouncements. This section summarizes recently issued accounting pronouncements and the impact or expected impact on the Company's financial statements.
Executive Overview
Description of the Company
Lands' End, Inc. is a leading multi-channel retailer of casual clothing, accessories, footwear and home products. We offer products through catalogs, online at www.landsend.com, international websites, third party online marketplaces, and through retail locations. We are a classic American lifestyle brand with a passion for quality, legendary service and real value, and seek to deliver timeless style for women, men, kids and the home.
Lands’ End was founded in 1963 in Chicago 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."
The Company identifies reportable segments according to how business activities are managed and evaluated. Each of the Company’s reportable segments are strategic business units that offer similar products and services but are either shipped directly from our warehouses (Direct) or sold through retail stores (Retail).
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.
Related party
Following the Separation, we began operating as a separate, publicly traded company, independent from Sears Holdings. According to statements on Schedule 13D filed with the SEC by ESL, ESL beneficially owns significant portions of both

21



the Company's and Sears Holdings Corporation's outstanding shares of common stock. Therefore Sears Holdings Corporation, the Company's former parent company, is considered a related party both prior to and subsequent to the Separation.
Seasonality
We experience seasonal fluctuations in our net revenue and operating results and historically have realized a significant portion of our net sales and earnings for the year during our fourth fiscal quarter. We generated an average of 35% of our Net revenue in the fourth fiscal quarter of the past three years. Thus, lower than expected fourth quarter net revenue could have an adverse impact on our annual operating results.
Working capital requirements typically increase during the third quarter of the fiscal year as inventory builds to support our peak shipping/selling period and, accordingly, typically decrease during the fourth quarter of the fiscal year as inventory is shipped/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 table sets forth, for the periods indicated, selected income statement data:

 
13 Weeks Ended

 
November 2, 2018
 
October 27, 2017
(in thousands)
 
$'s

% of
Net revenue
 
$’s
 
% of
Net revenue
Net revenue
 
$
341,570

 
100.0
 %
 
$
325,489

 
100.0
 %
Cost of sales (excluding depreciation and amortization)
 
190,608

 
55.8
 %
 
183,515

 
56.4
 %
Gross profit
 
150,962

 
44.2
 %
 
141,974

 
43.6
 %
Selling and administrative
 
135,274

 
39.6
 %
 
129,122

 
39.7
 %
Depreciation and amortization
 
7,361

 
2.2
 %
 
6,347

 
1.9
 %
Other operating (income) expense, net
 
(158
)
 
 %
 
564

 
0.2
 %
Operating income
 
8,485

 
2.5
 %
 
5,941

 
1.8
 %
Interest expense
 
7,303

 
2.1
 %
 
6,350

 
2.0
 %
Other expense (income), net
 
1,866

 
0.5
 %
 
(576
)
 
(0.2
)%
Income (loss) before income taxes
 
(684
)
 
(0.2
)%
 
167

 
0.1
 %
Income tax (benefit) expense
 
(3,978
)
 
(1.2
)%
 
5

 
 %
NET INCOME
 
$
3,294

 
1.0
 %
 
$
162

 
 %
 
 
39 Weeks Ended
 
 
November 2, 2018
 
October 27, 2017
(in thousands)
 
$’s
 
% of
Net revenue
 
$’s
 
% of Net revenue
Net revenue
 
$
949,340

 
100.0
 %
 
$
896,044

 
100.0
 %
Cost of sales (excluding depreciation and amortization)
 
528,587

 
55.7
 %
 
497,262

 
55.5
 %
Gross profit
 
420,753

 
44.3
 %
 
398,782

 
44.5
 %
Selling and administrative
 
388,315

 
40.9
 %
 
377,804

 
42.2
 %
Depreciation and amortization
 
20,420

 
2.2
 %
 
19,031

 
2.1
 %
Other operating expense, net
 
132

 
 %
 
2,552

 
0.3
 %
Operating income
 
11,886

 
1.3
 %
 
(605
)
 
(0.1
)%
Interest expense
 
21,216

 
2.2
 %
 
18,642

 
2.1
 %
Other expense (income), net
 
5,317

 
0.6
 %
 
(1,812
)
 
(0.2
)%
Loss before income taxes
 
(14,647
)
 
(1.5
)%
 
(17,435
)
 
(1.9
)%
Income tax benefit
 
(10,026
)
 
(1.1
)%
 
(5,878
)
 
(0.7
)%
NET LOSS
 
$
(4,621
)
 
(0.5
)%
 
$
(11,557
)
 
(1.3
)%


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Depreciation and amortization is 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.
Net Income (Loss) and Adjusted EBITDA
We recorded Net income of $3.3 million and Net loss of $4.6 million in the Third Quarter 2018 and Year-to-Date 2018, respectively compared to Net income of $0.2 million and Net loss of $11.6 million in the Third Quarter 2017 and Year-to-Date 2017, respectively. In addition to our Net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we use an Adjusted EBITDA measurement. Adjusted EBITDA is computed as Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax benefit, Other income, net, Interest expense, Depreciation and amortization, and certain significant items set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our businesses for comparable periods, and as an executive compensation metric. Adjusted EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.
While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and 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 costs or benefits.
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. We have adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations.
Transfer of corporate functions - severance and contract losses associated with a transition of certain corporate activities from our New York office to our Dodgeville headquarters.
Gain or loss on property and equipment - management considers the gains or losses on asset valuation to result from investing decisions rather than ongoing operations.
 


13 Weeks Ended


November 2, 2018

October 27, 2017
(in thousands)

$’s

% of
Net revenue

$’s

% of
Net revenue
Net income

$
3,294


1.0
 %

$
162


 %
Income tax (benefit) expense

(3,978
)

(1.2
)%

5


 %
Other expense (income), net

1,866


0.5
 %

(576
)

(0.2
)%
Interest expense

7,303


2.1
 %

6,350


2.0
 %
Operating income

8,485


2.5
 %

5,941


1.8
 %
Depreciation and amortization

7,361


2.2
 %

6,347


1.9
 %
Transfer of corporate functions

4


 %

475


0.1
 %
(Gain) loss on property and equipment

(162
)

 %

89


 %
Adjusted EBITDA

$
15,688


4.6
 %

$
12,852


3.9
 %

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39 Weeks Ended
 
 
November 2, 2018
 
October 27, 2017
(in thousands)
 
$’s
 
% of
Net revenue
 
$’s
 
% of
Net revenue
Net loss
 
$
(4,621
)
 
(0.5
)%
 
$
(11,557
)
 
(1.3
)%
Income tax benefit
 
(10,026
)
 
(1.1
)%
 
(5,878
)
 
(0.7
)%
Other expense (income), net
 
5,317

 
0.6
 %
 
(1,812
)
 
(0.2
)%
Interest expense
 
21,216

 
2.2
 %
 
18,642

 
2.1
 %
Operating income (loss)
 
11,886

 
1.3
 %
 
(605
)
 
(0.1
)%
Depreciation and amortization
 
20,420

 
2.2
 %
 
19,031

 
2.1
 %
Transfer of corporate functions
 
10

 
 %
 
2,401

 
0.3
 %
Loss on property and equipment
 
121

 
 %
 
151

 
 %
Adjusted EBITDA
 
$
32,437

 
3.4
 %
 
$
20,978

 
2.3
 %

In assessing the operational performance of our business, we consider a variety of financial measures. We operate in two reportable segments: Direct (sold through e-commerce websites and direct mail catalogs) and Retail (sold through stores). A key measure in the evaluation of our business is revenue performance by segment. We also consider gross margin and Selling and administrative expenses in evaluating the performance of our business.
To evaluate revenue performance for the Direct segment we use Net revenue. For our Retail segment, we use Same Store Sales as a key measure in evaluating performance. A store is included in Same Store Sales calculations on the first day it has comparable prior year sales. Stores in which the selling square footage has changed by 15% or more as a result of a remodel, expansion, reduction or relocation are excluded from Same Store Sales calculations until the first day they have comparable prior year sales. Online sales and sales generated through our in-store web portal are considered revenue in our Direct segment and are excluded from Same Store Sales.
Discussion and Analysis
Third Quarter 2018 compared with Third Quarter 2017
Net Revenue
Net revenue for Third Quarter 2018 was $341.6 million, compared with $325.5 million in the comparable period of the prior year, an increase of $16.1 million, or 4.9%. The increase was comprised of an increase in our Direct segment of $23.5 million and a decrease in our Retail segment of $7.4 million.
Direct segment Net revenue was $313.8 million for Third Quarter 2018, an increase of $23.5 million, or 8.1%, from the comparable period of the prior year. The increase in the Direct segment was primarily attributable to the continued growth in our U.S. eCommerce business. We continued to increase our buyer file and our conversion rate in our U.S. eCommerce business helping to drive the increase, particularly in key items in our assortment such as outerwear, knit tops, denim, flannel, and home.
Retail segment Net revenue was $27.8 million for Third Quarter 2018, a decrease of $7.4 million, or 21.0%, from the comparable period of the prior year, primarily driven by a significant reduction of our Lands' End Shops at Sears locations. Consolidated Same Store Sales increased 11.8% as compared to the same period of the prior year. Our US Company Operated stores experienced an increase of 15.1% in Same Store Sales. Our Lands’ End Shops at Sears experienced an increase of 11.7% in Same Store Sales primarily due to liquidating stores. On November 2, 2018, the Company had 125 Lands’ End Shops at Sears and 18 Company Operated stores compared with 188 Lands’ End Shops at Sears and 14 Company Operated stores on October 27, 2017.

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Gross Profit
Gross profit increased $9.0 million to $151.0 million and gross margin increased to 44.2% of total Net revenue, in Third Quarter 2018, compared with $142.0 million, and gross margin of 43.6% of total Net revenue, in Third Quarter 2017. The Gross profit increase was comprised of an increase in our Direct segment of $9.9 million and decrease in our Retail segment of $0.9 million.
Direct segment Gross profit increased $9.9 million to $139.9 million in Third Quarter 2018 from $130.0 million in Third Quarter 2017. Direct segment gross margin decreased approximately 20 basis points to 44.6% of total Net revenue in Third Quarter 2018, compared with 44.8% of total Net revenue in Third Quarter 2017. The gross margin decrease was due to increased shipping costs, partially offset by stronger merchandise margins and effective inventory management of our seasonal assortment.
Retail segment Gross profit decreased $0.9 million to $11.1 million in Third Quarter 2018 from $12.0 million in Third Quarter 2017. Retail segment gross margin increased approximately 570 basis points to 39.9% of Net revenue, in Third Quarter 2018, compared to 34.2% of Net revenue, in Third Quarter 2017 through full priced selling mix, promotional productivity and improved quality of our seasonal assortment, which led to higher sell through and reduced markdowns.
Selling and Administrative Expenses
Selling and administrative expenses increased $6.2 million to $135.3 million, a decrease of approximately 10 basis points to 39.6% of total Net revenue, in Third Quarter 2018, compared with $129.1 million, or 39.7% of Net revenue, in Third Quarter 2017. The increase in Selling and administrative expenses was due to an increase of $8.8 million in the Direct Segment and $0.7 million in Corporate expenses, offset by a decrease of $3.3 million in the Retail segment.
Direct segment Selling and administrative expenses were $109.6 million, an increase of approximately 20 basis points to 34.9% of Net revenue, in Third Quarter 2018, compared with $100.8 million, or 34.7% of Net revenue, in Third Quarter 2017. The basis point increase was largely attributable to the increased marketing investment in addition to personnel costs and incentive accruals related to the continued growth of the US Direct business.
Retail segment Selling and administrative expenses were $14.7 million, an increase of approximately 160 basis points to 52.9% of Net revenue, in Third Quarter 2018, compared with $18.0 million, or 51.3% of Net revenue, in Third Quarter 2017. The basis point increase was largely attributable to the reduction in the number of Lands' End Shops at Sears partially offset by improved leverage with new Company Operated stores.
Corporate/other Selling and administrative expenses were $11.0 million compared with $10.3 million for Third Quarter 2018 and Third Quarter 2017, respectively. The $0.7 million, or 6.8%, increase was largely attributable to an increase in personnel costs and incentive accruals.
Depreciation and Amortization
Depreciation and amortization expense was $7.4 million in Third Quarter 2018, an increase of $1.0 million or 16.0%, compared with $6.4 million in Third Quarter 2017, primarily attributable to an increase in depreciation associated with our ongoing multi-year ERP system implementation.
Other Operating (Income) Expense, Net
Other operating income, net was insignificant in Third Quarter 2018 compared to other operating expense of $0.6 million in Third Quarter 2017, primarily due to severance charges associated with the transition of certain corporate activities from the New York office to the Company's Dodgeville headquarters.

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Operating Income
Operating income was $8.5 million in Third Quarter 2018 compared to $5.9 million in Third Quarter 2017 primarily due to increased revenue driven by the Direct Segment and the leveraging of the existing cost structure.
Interest Expense
Interest expense was $7.3 million in Third Quarter 2018 compared to $6.4 million in Third Quarter 2017, reflective of a rising interest rate environment.
Other Expense (Income), Net
Other expense, net was $1.9 million in Third Quarter 2018 compared to other income, net of $0.6 million in Third Quarter 2017, driven by the establishment of a reserve against an indemnification asset.
Income Tax Benefit
The Income tax benefit was $4.0 million for Third Quarter 2018 compared to an insignificant amount in Third Quarter 2017. The effective tax rate was 581.6% in Third Quarter 2018 compared with 3.0% in Third Quarter 2017. The higher benefit is primarily due to revised estimates of the impact due to the Tax Act.
Net Income (Loss)
As a result of the above factors, Net income was $3.3 million and diluted income per share was $0.10 in Third Quarter 2018 compared with a Net income of $0.2 million and diluted earnings per share of $0.01 in Third Quarter 2017.
Adjusted EBITDA
As a result of the above factors, Adjusted EBITDA increased 22.1% to $15.7 million in Third Quarter 2018 from $12.9 million in Third Quarter 2017.
Year-to-Date 2018 compared with Year-to-Date 2017
Net Revenue
Net revenue for Year-to-Date 2018 was $949.3 million, compared with $896.0 million in the comparable period of the prior year, an increase of $53.3 million or 5.9%. The increase was comprised of an increase in our Direct segment of $85.2 million and a decrease in our Retail segment of $31.9 million.
Direct segment Net revenue was $863.8 million for Year-to-Date 2018, an increase of $85.2 million, or 10.9%, from the comparable period of the prior year. The increase in the Direct segment was largely attributable to the launch of Delta Airlines business and an increase in our U.S. eCommerce business. In our U.S. eCommerce business, we increased our buyer file and conversion rate helping to drive increased revenue across our assortment.
Retail segment Net revenue was $85.6 million for Year-to-Date 2018, a decrease of $31.9 million, or 27.2%, from the comparable period of the prior year primarily due to the reduction of our Lands' End Shops at Sears. Consolidated Same Store Sales declined 5.9% compared to the same period of the prior year. The decrease was primarily attributable to a reduction of our Lands' End Shops at Sears locations and a 7.1% decrease in Lands' End Shops at Sears Same Store Sales. US Company Operated stores experienced an increase of 1.6% in Same Store Sales. On November 2, 2018, the Company op