UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM 10-K
(Mark one)
_x_ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934. (FEE REQUIRED)
For the fiscal year ended FEBRUARY 1, 2002
OR
___ TRANSACTION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934. (NO FEE REQUIRED)
For the transition period from _____ to _____
Commission file number 1-9769
LANDS' END, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-2512786
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Lands' End Lane, Dodgeville, Wisconsin 53595
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 608-935-9341
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
------------------- on which registered
Common Stock ($0.01 per value) -----------------------
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ( X )
As of March 29, 2002, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $587,516,204.
The number of shares of Common Stock ($0.01 par value) outstanding as of March
29, 2002, was 30,008,992.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Form 10-K Reference
Notice of 2002 Annual Meeting and Part III,Items 10,
Proxy Statement filed April 12, 2002 11, 12 and 13
Lands' End, Inc. & Subsidiaries
Index To
Annual Report On Form 10-K
For Year Ended February 1, 2002
Part I. Page
Item 1. Business ............................................. 3-11
Executive Officers of the Registrant ................. 11-12
Item 2. Properties ........................................... 13-14
Item 3. Legal Proceedings .................................... 14
Item 4. Submission of Matters to a Vote of Security Holders .. 14
Part II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ................................ 15
Item 6. Selected Consolidated Financial Data ................. 16
Item 7. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations ...... 17-26
Item 8. Consolidated Financial Statements and Supplementary
Data ............................................... 27-47
Item 9. Changes in and Disagreements With Accountants on .....
Accounting and Financial Disclosure................... 48
Part III
Item 10. Directors and Executive Officers of the Registrant.... 49
Item 11. Executive Compensation ............................... 49
Item 12. Security Ownership of Certain Beneficial Owners and
Management ......................................... 49
Item 13. Certain Relationships and Related Transactions ....... 49
Part IV
Item 14. Exhibits, Consolidated Financial Statement Schedules,
and Reports on Form 8-K ............................ 50
Signatures ...................................................... 51
2
PART I.
Item 1. Business
Lands' End, Inc., the company, is a leading direct merchant of traditionally
styled, casual clothing for men, women and children, accessories, footwear,
home products, and soft luggage. The company provides products of high quality
at prices representing honest value, enhanced by a commitment to excellence in
customer service and an unconditional guarantee. The company offers its
products through multiple selling channels consisting of regular mailings of
its monthly primary, prospecting and specialty catalogs as well as through the
Internet, its international businesses, and its outlet and inlet stores.
The company's growth strategy has three key elements. First, the company seeks
to increase sales through its multiple selling channels, both by expanding its
customer base and by increasing sales to its existing customers through
improvements in its merchandise offerings and creative presentations. Second,
the company endeavors to generate additional sales by making targeted mailings
of its specialty catalogs to existing and prospective customers and by offering
its products on the Internet. Third, the company is actively pursuing
opportunities to apply its merchandising, marketing and order fulfillment
skills abroad by continuing its efforts to expand the customer base through its
operations in Japan, Germany, and the United Kingdom.
Ongoing initiatives of this growth strategy include updating the Lands' End
classic look by introducing new styles with fresh colors and silhouettes;
creating catalogs with a fresher, more contemporary feel, and to make it easy,
informative and fun to shop at Lands' End; freshening the Lands' End logo and
polishing our branding efforts; and enhancing online shopping at our Web site
landsend.com. Specific developments this past year included introducing the
Lands' End Custom chinos on our Web site; launching the Lands' End Alumni
Collection (university logos); publishing a test issue of an extended-size
(18W-26W) apparel catalog for women; entering into the women's intimate market;
expanding our selection of baby clothes in our Kids catalog; and laying the
groundwork for a line of maternity clothes this coming year.
Date of Incorporation
The Registrant was incorporated in Illinois in 1963 and became a Delaware
corporation in 1986.
Catalogs and Marketing
Lands' End views each catalog issue as a unique opportunity to communicate with
its customers. Products are described in visual and editorial detail in which
the company shares its view of the benefits and features of its merchandise.
The catalogs use such techniques as background stories, editorials, monthly
publication, and distinctive covers to stimulate the reader's interest,
combining a consistent theme with varying monthly features.
3
Core, Specialty and International Segments
The company organizes and manages its businesses based on type of catalog,
which focuses on specific customer needs and markets served. The company has
three operating segments consisting of core, specialty and international.
Worldwide, the company mailed approximately 272 million full-price catalogs,
including specialty catalogs, abridged issues and international catalogs.
Company catalogs are mailed to customers throughout the world, and products are
exported to more than 185 countries. Fulfillment for these export sales is
handled through the company's Wisconsin facilities in the United States.
Core Segment (U.S. Based Operations)
The core business segment consists of adult apparel offered through the
company's regular monthly and prospecting catalogs and two catalogs featuring
casual and tailored clothing for the workplace - "Lands' End Women" (formerly
First Person) and "Lands' End Men." During fiscal 2002, the company mailed 12
issues of its regular monthly (primary) catalog and one fall preview catalog.
There was an average of 155 pages per issue from its U.S. based operations.
Each issue of the regular catalog offers certain basic product lines for men
and women (including knit shirts, sweaters, dress and sport shirts, casual
pants, dresses, skirts, accessories, footwear, and soft luggage) that
customers have come to expect. The regular catalog also offers seasonal
merchandise, such as swimsuits, outerwear and holiday gifts. In addition to
the mailings of the regular catalog, each year Lands' End generally mails two
end-of-season (spring/summer and fall/winter) catalogs. The company mails an
abridged version of its regular catalog to prospective customers who are
identified based on lists of magazine subscribers and customers of other
direct marketers and on lists compiled of households meeting certain
demographic criteria. In addition, the company markets to prospective new
customers through its national advertising campaign. Also, the company mailed
four clearance catalogs in fiscal 2002.
The company mails two catalogs featuring casual and tailored clothing, Lands'
End Women and Lands' End Men. Lands' End Women was introduced in fiscal 1994,
before acquiring its current name in fiscal 2002. Lands' End Women features
women's fine casual and tailored clothing and accessories. Lands' End Men was
introduced in fiscal 1991, before being renamed to its current title in fiscal
2001. Lands' End Men offers fine casual and tailored clothing and accessories
for men. In fiscal 2002, the company mailed five issues of its Lands' End
Women catalog and six issues of its Lands' End Men catalog.
Specialty Segment
The specialty business segment consists of Kids, Business Outfitters (formerly
Corporate Sales), and Home (formerly Coming Home) catalogs. The specialty
catalogs have been developed over the years to target specific needs for
additional merchandise identified by customers.
4
In fiscal 1994, Corporate Sales, the company's business-to-business catalog,
was introduced and in fiscal 2001, it was renamed Business Outfitters. Business
Outfitters offers quality products to groups, teams and clubs or to companies
that use Lands' End's merchandise for corporate premiums or incentive programs.
The company's embroidery capabilities allow for the design and monogram of
unique logos or emblems for groups. Early in 2000, Business Outfitters
launched its Web site. Business Outfitters offers online customer stores for
individual companies for their own employees' use. In fiscal 1998 a uniform
catalog was introduced that targets the growing trend in many public and
private schools. A new facility opened in late summer of 2001 in Stevens Point,
Wisconsin, and serves as a satellite center to the Business Outfitters' main
operation in Dodgeville, Wisconsin, as well as other functions. The facility
consists of a phone center, management offices, embroidery design and
production area and warehouse space. In fiscal 2002, the company mailed four
issues of its Business Outfitters catalog, and two issues of its school uniform
catalog.
Since fiscal 1991, the Kids catalog has offered a collection of comfortable,
casual clothing, footwear, diaper bags, back packs, duffel bags, bed and bath
products, and accessories for children from newborns to pre-teens. In fiscal
2002, the company mailed eight issues of its Kids catalog.
In fiscal 1991, the Coming Home catalog was introduced and in fiscal 2002 it was
renamed Lands' End Home. The Home catalog offers products for the home,
including bedding, towels, linens, outdoor and indoor furniture and home
decorating accessories. In fiscal 2002, the company mailed seven issues of its
Home catalog.
In fiscal 2002, the Lands' End Women 18W to 26W catalog was tested. The catalog
offers an assortment of casual and career clothing perfectly proportioned to fit
women 18W-26W. The company mailed one issue of this new catalog in fiscal 2002.
International Segment (Foreign Based Operations)
The international business segment consists of foreign-based operations located
in Japan, Germany and the United Kingdom (U.K.). Catalogs mailed in these
countries are written in local languages. Since the fall of fiscal 2000, the
company added the convenience of Internet shopping with separate Web sites in
each of these three languages, and in the fall of fiscal 2001, we added local
language Web sites in France, Italy and Ireland. All our foreign-based
catalogs and Web sites are denominated in local country currencies. The Euro
was successfully introduced in January 2002 for all transactions in Germany,
France, Italy and Ireland. The second-largest retail market in the world after
the United States is Japan, and the combined retail markets of Japan, Germany
and the United Kingdom, exceed the size of the United States market.
In September 1991, the company launched its first United Kingdom catalog,
shipping orders from Dodgeville, Wisconsin. In August 1993, the company opened
a leased telephone order and distribution center in Oakham, England, which
allowed us to fill orders locally and reduce delivery time to U.K. customers.
In the summer of 1998, the company built a new phone and distribution center
that serves customers throughout Europe, as well as within the U.K. During
fiscal 2002, the company mailed nine issues of the catalog, plus two abridged
issues to prospective customers in the U.K.
5
In fall 1994, the company launched operations in Japan, where the company
currently operates a phone and customer service center, a distribution facility
and an outlet store. In fiscal 2002, the company redesigned the silhouettes of
many of our classic products to provide a better fit for the Japanese body
style. The company believes this will continue to enhance the acceptance of
our classic American product that we have seen over the years. During fiscal
2002, the company mailed nine issues of the Japanese catalog.
In August 1996, the company launched its first catalog in Germany, a country
that has a well-developed catalog market. The company's phone center and
customer service functions operate from offices in Mettlach, Germany. Orders
are shipped from the U.K. and arrive in customers' homes usually within two
business days, providing excellent customer service. The company is now able
not only to offer, but also to advertise, our unconditional guarantee to our
German customers in exactly the same way the company does for customers
throughout the world. During fiscal 2002, the company mailed eight issues of
the German catalog.
5
Financial Information about business segments
See Note 10 to the Consolidated Financial Statements in Item 8 for segment
financial data.
The Internet
Lands' End offers its customers a variety of shopping options, including
shopping from its catalogs via toll-free telephone, mail, fax and through its
Internet Web site, landsend.com. The Internet has allowed the company to
attract new customers and better serve existing customers. About 19 percent of
our Internet buyers are totally new to Lands' End. The company offers online
shopping, and other services to its customers on its user-friendly Web site.
According to the National Retail Federation, landsend.com is the largest seller
of apparel online. In fiscal 2002, the Internet channel accounted for 21
percent of total revenue.
Two innovations at landsend.com were launched in fiscal 2000 with the
introduction of Lands' End LiveTM and Shop with a FriendTM. Lands' End Live
allows customers to shop online with real-time assistance of a Lands' End
customer service representative by telephone or by electronic chat. After
clicking on the Lands' End Live button, the customer has the option to select
electronic chat or a phone conversation if they have a phone line in addition to
their Internet connection. An electronic signal is sent from their computer to
a Lands' End Live personal shopper. The signal immediately connects the
customer and the personal shopper simultaneously via their Internet browser.
Once connected, the customer and the personal shopper can view the same Web
pages simultaneously and forward Internet pages back and forth to each other
while conversing on the telephone or via chat. A split screen feature is
available for the personal shopper to help customers compare products side by
side.
The other feature introduced in fiscal 2000 was Shop with a Friend. This
feature enables two people in separate locations to shop online together. The
two shoppers are able to browse landsend.com while viewing the same pages
simultaneously. Each shopper can point to pages on the site and the same page
will instantly appear on the companion's screen, creating an interactive
shopping adventure while being states, even countries, apart.
Two features added during fiscal 2001 include My Virtual ModelTM and My Personal
ShopperTM. The first feature, My Virtual Model (MVM), allows men and women to
create realistic images of their body shape and style and then virtually try on
hundreds of apparel items from Lands' End. MVM is an updated version of Your
Personal Model. Each shopper is invited to fill out a general or a detailed
questionnaire with his/her exact measurements to create a model that is a
virtual representation of the shopper's body shape. The shopper can try on
clothes and view the items and outfits from all sides, or spin their "virtual
selves" 360 degrees. Once a model is created, the shopper can save it and
protect it with a password. The shopper also can save outfits for reference by
placing them in the virtual closet called "My Outfits" and can e-mail his/her
model to a friend or family member.
6
My Personal Shopper (MPS), which debuted in November 2000, is a recommendations
engine from Lands' End that provides product suggestions based on personal
preferences, not simply past purchases. MPS replicates the experience of
having an expert personal shopper who can suggest products that best match a
shopper's unique preferences, saving time and effort when selecting clothes
online. It is quick and easy for customers to create and save a shopping
profile that can be used for future visits via password. To use, consumers
complete a short questionnaire by noting their preference level for a series of
six pairs of outfits and inputting their fabric, color and style aversions.
The information then filters through the more than 90,000 apparel options
available at landsend.com and immediately selects those items that best
match the shopper's preference.
Internationally, Web sites exist in Japan, Germany and the United Kingdom.
During fiscal 2001, we expanded our global Internet presence by launching sites
in France, Italy and Ireland.
The newest innovation introduced in fiscal year 2002 is Lands' End CustomTM.
Lands' End Custom gives both men and women the ability to create custom-crafted
chinos. By answering a series of simple questions with minimal measuring
involved, customers have the convenience of ordering a pair of "personalized
pants," tailored to each individual's style and fit preferences, in the comfort
of their own homes.
The company has been repeatedly cited by the media and industry experts as
having one of the most effective and innovative Web sites in the world, due to
its innovations and continued dedication to customer service. During 2001,
landsend.com received accolades from The Wall Street Journal, Forrester,
Parents Magazine, Ziff Davis Smart Business magazine, Forbes magazine, and PC
magazine.
Online customers at landsend.com can access the full line of Lands' End's
products year 'round. Because the Internet lacks the space constraints of the
catalog, the site offers off-season products not available in current catalogs,
such as swimsuits in the winter and outerwear during the summer.
The company will continue to make refinements in its Web site and to explore the
development of interactive shopping to meet its customers' expectations.
However, marketing the company's products through regular and specialty catalogs
is expected to remain the primary means of communicating with customers.
7
Customers
A principal factor in the company's success to date has been the development of
its own list of household buyers, many of whom have been identified through
their response to the company's advertising. At the end of fiscal 2002, the
company's mailing list consisted of more than 33 million names. Approximately 7
million current buyers have made at least one purchase from the company within
the last 12 months, and 11.5 million have made at least one purchase within the
last 36 months. The company routinely updates and refines this list prior to
individual catalog mailings to monitor customer interest as reflected in
criteria such as the recency, frequency, dollar amount, and product type of
purchases.
The company believes that its customer list has desirable demographic
characteristics and is well-suited to the products offered in the company's
catalogs. A customer research survey conducted by the company in the United
States as of March 2001 indicated that approximately 48 percent of its customers
were in the 35-54 age group and had median incomes of $62,000. This research
indicated that approximately 88 percent of Lands' End customers attended or
graduated from college. Their high academic achievement is reflected in their
occupations, with almost 69 percent in professional or managerial positions.
Lands' End advertises its products internationally. The advertising campaign in
the United States consists of national, regional and local media, including
network television, national cable television networks, and consumer directed
magazines. The advertising campaign has been developed to communicate the
Lands' End style message while reinforcing the existing attributes of the brand.
The Business Outfitters division, which sells embroidered products on a
business-to-business basis, is promoted by targeted business and trade
publications and trade shows. The company's retail locations are advertised on
local radio, in daily newspapers and on billboards in each of their respective
markets. Internationally the Lands' End subsidiaries in Japan, Germany and the
U.K. advertise using a mixture of print, radio, and online media as appropriate
within their respective markets.
The company is not dependent upon any single customer or upon any single group
of customers, the loss of which would have a material effect on the company.
Product Development
Lands' End designs traditional clothing, accessories, luggage and products for
the home that are classically inspired, simply styled and quality crafted to
meet the changing tastes of the company's customers. The company aims to
maintain customer loyalty by developing new product offerings, improving
existing core products and reinforcing its value positioning.
The company continues to incorporate innovations in fabric, construction and
detail that add value and excitement and differentiate Lands' End from the
competition. In order to ensure that products are manufactured to the company's
quality standards at reasonable prices, product managers, designers and quality
assurance specialists develop the company's own product. They specify the
fibers, fabric, product construction and manufacturing source for each item and
are responsible for the styling and quality features of the products.
8
The company's apparel, domestic (primarily bedding and bath items), soft luggage
and other products are produced worldwide by independent manufacturers, except
for a portion of our soft luggage and polartec bedding that the company
assembles. Independent manufacturers are selected, monitored and coordinated by
the company's staff to assure conformity to strict standards of quality and of
business conduct. The company believes the use of independent manufacturers
increases its production capacity and flexibility and reduces costs.
During fiscal 2002, the company had purchase orders for merchandise from about
350 domestic and foreign manufacturers, including intermediaries (agents). One
manufacturer and one intermediary accounted for about 10 percent and 24 percent
of the company's received merchandise dollars, respectively, in fiscal 2002.
The company would be subject to minimal risk in finding alternative sourcing if
this manufacturer and/or intermediary experiences prolonged work stoppages or
economic problems.
In fiscal 2002, about 80 percent of our merchandise was imported, mainly from
Asia, Central America, Mexico, South America and Europe. The remaining 20
percent was made in the United States. The company will continue to take
advantage of worldwide sourcing without sacrificing customer service or quality
standards. The availability and cost of certain foreign products may be
affected by United States and other countries' trade policies, economic events
and the value of the United States dollar relative to foreign currencies.
Order Entry and Fulfillment
The company attempts to simplify catalog and interactive shopping as much as
possible and believes that its fulfillment systems are among the best in the
world. Lands' End utilizes toll-free telephone numbers and its Web sites for
customers to place orders, review product information, request a catalog or seek
assistance. Approximately 75-80 percent of orders are placed by telephone, with
the remainder from the Internet, mail and fax. When it comes to taking an order
in one of our eight phone centers or over the Web, there were more than 4,000
well-trained sales representatives available during the peak holiday season to
handle customer requests. Additional services are
provided through the company's Web site, the use of language lines to serve
foreign customers and TDD (telephone device for the deaf). The company's five
U.S. telephone centers, all in Wisconsin, are located in Dodgeville (2), Cross
Plains, Reedsburg and Stevens Point, Wisconsin. International telephone
centers are located in Oakham, England; Yokohama, Japan; and Mettlach, Germany.
The company has achieved efficiencies in order entry and fulfillment that
permit the shipment of in-stock orders on the following day, except orders
requiring monogramming or inseaming, which typically require one or two extra
days. The company's sales representatives enter orders into an on-line order
entry and inventory control system. Computer processing of orders is performed
each night on a batch basis, at which time picking tickets are printed with bar
codes for optical scanning. Inventory is picked based on the location of
individual products rather than orders, followed by computerized sorting and
transporting of goods to multiple packing stations and shipping zones. The
computerized inventory control system also handles the receipt of shipments from
manufacturers, permitting faster access to newly arrived merchandise, as well as
the handling of items returned by customers.
9
Domestically, almost all orders are shipped by United Parcel Service (UPS) at
various tiered rates charged to customers dependent upon the total dollar value
of each order. Other expedited delivery services are available at additional
charges. Domestically, the company utilizes a two-day UPS service at standard
rates, enhancing its customer service. Similar service is offered in
International markets.
Merchandise Liquidation
Liquidations (sales of overstocks and end-of-season merchandise at reduced
prices) were approximately 10 percent, 11 percent and 12 percent of net
merchandise sales in fiscal 2002, 2001 and 2000, respectively. A majority of
liquidation sales were made through catalogs and other print media. The balance
was sold principally through its outlet and inlet retail stores and the
company's Web sites.
Competition
The company's principal competitors are other catalog companies and retail
stores, including specialty shops and department stores. The company may
also face increased competition from other retailers as the number of television
shopping channels and the variety of merchandise offered through electronic
media increase. The apparel retail business in general is intensely
competitive. Lands' End competes principally on the basis of merchandise value
(quality and price), its established customer list and customer service,
including fast order fulfillment, its unconditional guarantee (GUARANTEED
PERIODr), and its services and information provided at its user-friendly Web
sites.
The company is one of the leading catalog companies in the U.S. The company
attributes the growth in the catalog industry to many factors including customer
convenience, widespread use of credit cards, the use of toll-free telephone
lines, customers having less time to shop in stores, and purchasing of product
online through the Internet. At the same time, the catalog business is subject
to uncertainties in the economy that may result in fluctuating levels of
overall consumer spending. Due to the lead times required for catalog
production and distribution and product development, catalog retailers may not
be able to respond as quickly as traditional retailers in an environment of
rapidly changing prices.
Trademarks
The company uses the trademark "Lands' End" on products and in catalogs. Some of
the trademarks used to describe products in the catalogs include
"Super-T" shirts, "Squall" jackets and "Drifter" sweaters. "Lands' End
Live," "Shop with a Friend" and "Oxford Express" are trademarks associated with
personalized customer services offered through the company's Web site. With the
exception of "Lands' End," the company believes that loss or abandonment of any
particular trademark would not significantly affect its business.
10
Seasonality of Business
The company's business is highly seasonal. Historically, a disproportionate
amount of the company's net sales and a majority of its profits have been
realized during the fourth quarter. If the company's sales were materially
different from seasonal norms during the fourth quarter, the company's annual
operating results could be materially affected. In addition, as the company
continues to refine its marketing efforts by experimenting with the type and
timing of its catalog mailings, quarterly results may fluctuate. Accordingly,
results for the individual quarters are not necessarily indicative of the
results to be expected for the entire year.
Employees
The company believes that its skilled and dedicated workforce is one of its key
resources. Employees are not covered by collective bargaining agreements, and
the company considers its employee relations to be very positive. As a result
of the highly seasonal nature of the company's business, the size of the
company's workforce varies, ranging from approximately 7,700 to 10,200
individuals in fiscal 2002. During the peak winter season of fiscal 2002,
nearly 5,300 of the company's approximately 10,200 employees were temporary
employees.
Executive Officers of the Registrant
The following are the executive officers of the company:
David F. Dyer, 52, is President, Chief Executive Officer and member of the board
of directors since rejoining the company in October 1998. In 1989, Mr. Dyer
entered the employ of the company as Managing Director of Home Furnishings,
became Executive Vice President of Merchandising in 1990, and was named Vice
Chairman, Merchandising and Sales in 1993. He was a director of the company
from 1991 until August 1994. Mr. Dyer was president and chief operating officer
of the Home Shopping Network from August 1994 until August 1995, at which time
he became an independent catalog/retail consultant, most recently with the Texas
Pacific Group and the J. Crew Group. From 1972 to 1989, Mr. Dyer was employed
at Burdine's, a specialty retail chain, where he served as Senior Vice President
of Marketing and General Merchandising Manager of Women's Apparel, Accessories
and Cosmetics.
Jeffrey A. Jones, 55, is Chief Operating Officer. Mr. Jones joined the company
in December 2000. Prior to joining Lands' End, Mr. Jones spent the last seven
years with Shopko Stores, Inc., and its subsidiary, Provantage Health Service,
Inc., both in Wisconsin. He served as Shopko's Senior Vice President and Chief
Financial Officer until 1997. At that time, he was named Chief Operating
Officer and later served as Chief Executive Officer of Provantage, which was
sold to Merck, Inc. Mr. Jones spent 13 years with Arthur Andersen LLP. His
career includes Chief Financial and Chief Operating Officer positions with
various companies, including retail.
Lee Eisenberg, 55, is Executive Vice President and Creative Director since
joining the company in February 1999. Since May 1995, Mr. Eisenberg was with
TIME Magazine as Editor/Creative Development. In this capacity, he was involved
in the launch of TIME for Kids. Mr. Eisenberg began his career at Esquire
magazine in 1970, and went on to serve as their top editor.
11
Mindy Meads, 50, is Executive Vice President of Merchandising and Design, since
rejoining the company in December 1998. Ms. Meads originally joined the company
in 1991 as Vice President and Group Merchandising Manager for the women's
apparel division and, in 1994, the men's and coed groups were added to her
responsibilities. In January 1995, she was named Senior Vice President,
Merchandising and Design. She left the company in 1996 to join Gymboree
Corporation in San Francisco as their Senior Vice President and General
Merchandise Manager. Before first joining Lands' End, Ms. Meads was Merchandise
Manager for The Limited. Before The Limited, she had a 12-year tenure with R.
H. Macy & Company of New York where she rose to Senior Vice President,
Merchandise.
Donald R. Hughes, 41, is Senior Vice President and Chief Financial Officer. Mr.
Hughes joined Lands' End in 1987 as Senior Staff Accountant. During his 15-year
tenure with the company, he has served in various positions of increasing
responsibility, including Controller, Director of Financial Services, and from
1996 to February 2001, Vice President of Finance. Prior to Lands' End, Mr.
Hughes spent two years with Arthur Andersen LLP. in Milwaukee, as an auditor in
their Small Business Division.
Francis P. Schaecher, 54, is Senior Vice President of Operations. Mr.
Schaecher joined the company in 1982 as Operations Manager. He served as Vice
President of Operations from 1983 until 1990, at which time he assumed his
present position.
William Bass, 39, is Senior Vice President, E-commerce and International.
Mr. Bass joined Lands' End in May 1999 as Vice President, E-commerce, and was
promoted to his current position in January 2000. From 1996 until joining the
company, Mr. Bass was with Forrester Research in Cambridge, Massachusetts,
where he was Group Director, Research, supervising research in consumer
e-commerce and new media. Before that, he spent a year as Development Director
for Boston.com, The Boston Globe's Internet company, and three years as
Strategic Initiatives Manager with Knight-Ridder in Lexington, Kentucky, and
Miami, Florida. Prior to his business career, Mr. Bass spent six years in the
U.S. Army, where he rose to the rank of Captain.
Kelly A. Ritchie, 39, is Senior Vice President, Employee Services. Ms. Ritchie
has spent her entire career at Lands' End, having joined the company in 1985.
For the first 10 years with the company, Ms. Ritchie held various positions in
recruitment and other employee relations functions, including Manager of the
company's Cross Plains, Wisconsin, phone center. Ms. Ritchie was appointed
Vice President, Employee Services, in 1995, and promoted to her current
position in January 2000.
Frank Giannantonio, 56, is Senior Vice President and Chief Information Officer.
Mr. Giannantonio joined the company in February 2002. Prior to joining Lands'
End, he spent five years with The Limited, Inc. in Columbus, Ohio, most
recently as their Vice President, Direct Marketing Systems, and including three
years as Chief Information officer of Victoria's Secret Direct, a subsidiary of
The Limited, Inc. Mr. Giannantonio's career includes eight years with Time
Warner in New York, as Vice President, Information Systems, Book of the Month
Club, Inc. and 15 years with Avon Products, Inc. in New York, where he rose to
the position of Director, Corporate Management Information Systems.
All executive officers serve at the pleasure of the Board of Directors.
There is no family relationship between any of the executive officers of the
company. None of the company's directors or executive officers were involved in
any criminal proceeding (excluding traffic violations or similar misdemeanors)
nor was any such person a party to any civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment decree or final order enjoining future
violations of or prohibiting or mandating activities subject to federal or state
securities laws or finding any violation with respect to such laws.
12
Item 2. Properties
The following table sets forth certain information of the company and its
subsidiaries relating to their principal facilities as of February 1, 2002.
Stevens Point is the only property that is subject to mortgage or collateral
assignment.
Type of
Location Interest
Domestic Properties:
Wisconsin:
Warehouses in Dodgeville, Reedsburg and
Stevens Point (1) Owned
Phone centers and offices in Dodgeville,
Cross Plains, Reedsburg and Stevens Point (1) Owned
Activity Center in Dodgeville Owned
Hangars in Madison and Mineral Point Owned
Inlet (2) stores in Brookfield, Fox Point
and Madison Leased
Outlet stores in Madison, Oshkosh, and Dodgeville Leased
Iowa:
Manufacturing plants in West Union and Elkader Owned
Illinois:
Outlet stores in Lombard, Niles, Schaumburg,
Champaign (4) and Springfield (4) Leased
Minnesota:
Inlet (2) stores in Richfield and Minnetonka
and Woodbury Leased
Travelers Inlet Store (3) at the Minneapolis/
St. Paul International Airport Leased
Outlet store in Roseville Leased
New York:
Inlet (2) store in Rochester Leased
International Properties:
United Kingdom:
Warehouse, phone center, outlet store, and offices
in Oakham Owned
Outlet stores in Maidenhead, Bishop Centre
Shopping Center, and in Manchester Leased
Office in London Leased
Japan:
Warehouse in Fujieda City Leased
Offices and phone center in Yokohama Leased
Outlet store in Shizuoka Ken Leased
Germany:
Offices and phone center in Mettlach Leased
The company believes that its facilities are in good condition, well
maintained and suitable for their intended uses.
(1) In late summer of 2001, a new facility in Stevens Point, Wisconsin, for
the expansion of the Business Outfitters business and other functional
areas was completed.
13
(2) The company introduced its "inlet" (originally known only as outlet)
concept during fiscal 1997. The "inlet" store enhances the
additional outlet "overstock" store and offers face-to-face catalog
shopping within a store. The "inlet" stores carry a limited
selection of Lands' End signature items at regular catalog prices,
along with expanded customer service that catalog customers have
come to expect.
(3) The Traveler's Inlet is located at the Minneapolis/St. Paul
International Airport and carries only full-price merchandise and
offers special services to travelers.
(4) Outlet stores closing in the second quarter of fiscal 2003.
Item 3. Legal Proceedings
There are no material legal proceedings presently pending, except for
routine litigation incidental to the business, to which the company is a
party or of which any of its property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year ended February 1, 2002.
14
PART II.
Item 5. Market for Registrant's Common Equity and Related Shareholder Matters
Market Information
The common stock of the company is listed and traded on the New York Stock
Exchange. The stock tables in most daily newspapers list the company as
"LandsE". Ticker symbol: LE. See Item 8 Note 12 "Consolidated quarterly
analysis" for information on the high and low stock prices of the company's
common stock. The closing price of the company's stock on the New York
Stock Exchange on March 29, 2002, (the record date) was $44.87 per share.
Shareholders
As of March 29, 2002, the number of shareholders of record of common stock of
the company was 1,791. This number excludes shareholders whose stock is held
in nominee or street name by brokers.
Dividends
See Item 7 "Liquidity and capital resources" of Management's Discussion and
Analysis for the company's decision not to pay cash dividends during fiscal
years 2002, 2001 and 2000.
15
Item 6. Selected Consolidated Financial Data
FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)
Lands' End, Inc. & Subsidiaries
(In thousands, except for share data)
Fiscal Year 2002 2001 2000 1999 1998
Income statement data:
Total revenue1 $1,569,062 $1,462,283 $1,416,886 $1,466,121 $1,346,687
Pretax income 107,929 55,011 76,244 49,500 101,825
Percent to total revenue 6.9% 3.8% 5.4% 3.4% 7.6%
Net income 66,916 34,657 48,034 31,185 64,150
Per share of common stock:
Basic earnings per share $2.27 $1.15 $1.60 $1.02 $2.01
Diluted earnings per share $2.23 $1.14 $1.56 $1.01 $2.00
Cash dividends per share - - - - -
Common shares outstanding 29,985 29,276 30,149 30,142 30,979
Balance sheet data:
Current assets $ 402,584 $ 319,073 $ 289,408 $ 294,303 $299,146
Current liabilities 185,564 178,874 150,872 205,283 182,013
Property, plant, equipment
and intangibles, net 194,395 185,944 166,788 161,616 134,326
Total assets 599,120 507,629 456,196 455,919 433,472
Noncurrent liabilities 12,838 14,567 9,117 8,133 8,747
Shareholders'
investment 400,718 314,188 296,207 242,503 242,712
Other data:
Net working capital $ 217,020 $ 140,199 $ 138,536 $ 89,020 $117,133
Capital expenditures 40,514 44,553 28,013 46,750 48,228
Depreciation and
amortization expense 26,946 23,432 20,715 18,731 15,127
Return on average
shareholders' investment 19% 11% 18% 13% 28%
Return on average assets 12% 7% 11% 7% 16%
1. Total revenue includes net merchandise sales and shipping and handling
revenue, as required under EITF 00-10.
16
Item 7. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations
Management's Discussion and Analysis
Consolidated statements of operations presented as a percentage of total
revenue:
For the period ended
-------------------------------------
February 1, January 26, January 28,
2002 2001 2000
Net merchandise sales 92.3% 92.7% 93.1%
Shipping and handling revenue 7.7 7.3 6.9
Total revenue 100.0 100.0 100.0
Cost of sales 48.4 49.8 51.3
Shipping and handling costs 7.7 7.7 7.1
Total cost of sales 56.1 57.5 58.4
Gross profit 43.9 42.5 41.6
Selling, general and
administrative expenses 36.7 38.3 36.2
Non-recurring credit - - (0.2)
Income from operations 7.2 4.2 5.6
Interest income (expense), net - 0.1 (0.1)
Other (0.3) (0.5) (0.1)
Income before income taxes 6.9 3.8 5.4
Income tax provision 2.6 1.4 2.0
Net income 4.3% 2.4% 3.4%
17
Segment net merchandise sales (1)
Feb. 1, 2002 Jan. 26, 2001 Jan. 28, 2000
(Amounts in % of Net % of Net % of Net
millions) Amount Sales Amount Sales Amount Sales
Core $ 873 60 % $ 814 60 % $ 780 59 %
Specialty 433 30 % 408 30 % 397 30 %
International 142 10 % 133 10 % 143 11 %
Total net sales $1,448 100 % $1,355 100 % $1,320 100 %
(1) Shipping and handling revenue is not included.
Segment income (loss) before income taxes (2)
Feb. 1, 2002 Jan. 26, 2001 Jan. 28, 2000
(Amounts % of % of % of
in millions) Amount Revenue Amount Revenue Amount Revenue
Core $ 79 5.0 % $ 36 2.4 % $ 32 2.3 %
Specialty 25 1.6 % 27 1.9 % 43 3.0 %
International 6 0.4 % (1) (0.1)% 3 0.2 %
Other (2) (0.1)% (7) (0.4)% (2) (0.1)%
Income before
income taxes $108 6.9 % $ 55 3.8 % $ 76 5.4 %
(2) Percentages are based on total revenue.
Results of operations for fiscal 2002, compared with fiscal 2001
The fiscal year just ended includes 53 weeks compared with last year's 52
weeks. Total revenue consists of net merchandise sales and shipping and
handling revenue. Net merchandise sales are sales from our business
segments (Core, Specialty and International). Shipping and handling
revenue consists of shipping and handling and gift box service charges
received from customers.
Total revenue for the 53-week year just ended was $1.569 billion, compared
with $1.462 billion in the prior 52-week year, an increase of 7.3 percent.
On a comparable 52-week year, total revenue in fiscal 2002 increased 5.5
percent from last year. Sales of full-price merchandise to U.S. consumers
rose 11 percent for the 53-week year, and 10 percent on a comparable 52-
week year. For the 53-week fiscal year 2002, net merchandise sales were
$1.448 billion, compared with $1.355 billion in the 52-week fiscal year
2001, an increase of 6.9 percent. On a comparable 52-week year,
merchandise sales increased 5.1 percent.
For the 53-week fiscal year 2002, merchandise sales for the core business
segment were $873 million, up more than 7 percent from the prior 52-week
year, due to the strong growth of the women's and co-ed (men's and women's
casual wear) divisions, which grew by 11 percent and 10 percent,
respectively. The specialty business segment merchandise sales grew 6
percent to $433 million, due mainly to double-digit growth of the Kids
division. Merchandise sales growth in the specialty segment was enhanced
by the shift in the timing of our Early Spring Kids and Home Spring Preview
mailings to earlier dates than last year in our fiscal month of January,
along with increased circulation of these mailings. Merchandise sales for
the international business segment were very strong, up nearly 7 percent
from the prior year, led by the German and United Kingdom businesses.
Overall merchandise sales improved as inventory investments in key items
allowed the company to ship 89 percent of its merchandise
18
immediately upon customer order, compared with 85 percent last year.
Shipping and handling revenue was $120.8 million, an increase of 12.6
percent, mainly due to a higher level of merchandise sales.
Our Internet merchandise sales at landsend.com were $299 million in fiscal
2002, compared with $218 million in fiscal 2001, an increase of 37.2
percent. On a comparable 52-week basis, Internet sales were $293 million
this year, an increase of 34.7 percent. About 19 percent of our Internet
buyers are new to Lands' End, and we believe this channel will continue to
have important growth potential for us.
Gross profit margin
Gross profit for the year just ended was $688.8 million, or 43.9 percent of
total revenue, compared with $621.7 million, or 42.5 percent of total
revenue, for the prior year. Merchandise gross profit margin improved 1.4
percentage points, mainly due to higher initial margins resulting from
better vendor sourcing and a lower level of liquidations. Liquidations
were about 10 percent of net merchandise sales in fiscal 2002, compared
with 11 percent in the prior year.
In fiscal 2002, the company experienced deflation of 1.6 percent in the
cost of inventory purchases, compared with 2.0 percent deflation in fiscal
2001. This reduction in the cost of inventory purchases was a result of
improved sourcing. As a result, the LIFO inventory reserve was reduced by
$3.7 million and $4.4 million in fiscal 2002 and 2001, respectively.
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses increased 2.8 percent
to $575.7 million in fiscal 2002, compared with $560.0 million in the prior
year. As a percentage of total revenue, SG&A was 36.7 percent in fiscal
2002 and 38.3 percent in the prior year. The improved leverage was
primarily due to better fulfillment levels that allowed us to convert
demand to sales at a higher rate. Additionally, the SG&A ratio benefitted
from relatively lower catalog costs and higher catalog productivity. This
was partially offset by higher employee incentives and profit sharing
expense, due to improved profitability. The number of full-price catalogs
mailed totaled 272 million in fiscal 2002, up 1 percent from the prior
year, and the total number of pages mailed increased by about 3 percent.
The cost of producing and mailing catalogs represented about 37 percent and
39 percent of total SG&A in fiscal 2002 and 2001, respectively.
Depreciation and amortization expense was $26.9 million, up 15 percent from
the prior year, mainly due to computer software. Rental expense was $18.7
million, up 16.5 percent from fiscal 2001, primarily due to additional
computer hardware and software.
19
Credit lines and capital expenditures
Interest expense on lines of credit was down in fiscal 2002 due to lower
interest rates. Interest expense decreased to $1.4 million in fiscal 2002,
compared with $1.5 million in fiscal 2001. We spent nearly $41 million in
cash on capital expenditures, which included $25 million on our information
technology. In addition, the company completed the construction of its new
Stevens Point, Wisconsin facility. Also, we purchased about $12 million in
treasury stock. Our lines of credit peaked at $89 million in fiscal 2002,
compared with a peak of $73 million in the prior year. At February 1,
2002, the company's foreign subsidiaries had short-term debt outstanding of
$16.2 million and domestic operations had no outstanding borrowings.
Net income increased
Net income for fiscal 2002 was $66.9 million, up 93 percent from the $34.7
million earned in fiscal 2001. Diluted earnings per share were $2.23,
compared with $1.14 per share for the prior year. The diluted weighted
average number of common shares outstanding was 30.0 million for fiscal
2002 and 30.4 million for fiscal 2001.
Segment results
The company has three business segments consisting of Core (regular monthly
and prospecting catalogs, Lands' End Women, formerly First Person, and
Lands' End Men); Specialty (Kids, Lands' End Business Outfitters, formerly
Corporate Sales, and Home, formerly Coming Home); and International
(foreign-based operations in Japan, Germany, and the United Kingdom).
"Other" includes currency gains and losses, corporate expenses,
intercompany eliminations, other income and deduction items that are not
allocated to segments. (See Note 10.)
For the 53-week year just ended, the core segment's net merchandise sales
were $873.2 million, representing 60 percent of the company's net
merchandise sales and an increase of $59.8 million compared with the prior
52-week year. The women's and co-ed divisions led the strong growth in the
core business segment with an increase of 11 percent and 10 percent
respectively, while men's was flat. On a comparable 52-week basis, women's
net merchandise sales increased 9 percent, co-ed increased 8 percent, and
men's was down 3 percent.
For the 53-week year just ended, the specialty segment's net merchandise
sales were $432.8 million, which were 30 percent of the company's net
merchandise sales and $24.5 million above the prior year. This sales
increase was mainly from Kids and Home divisions, with an increase of 18
percent and 7 percent, respectively. Sales for the Business Outfitters
division was down 6 percent, due to adverse economic conditions. On a
comparable 52-week basis, net merchandise sales for Kids increased 16
percent, Home increased 5 percent, and Business Outfitters decreased 7
percent.
For the 53-week year just ended, the international segment's net
merchandise sales were $142.2 million, about 10 percent of total net
merchandise sales. This was an increase of $9.0 million from the prior
year, and was primarily due to strong sales increases in our German and
United Kingdom businesses. On a comparable 52-week basis, net merchandise
sales increased 5 percent. When measured in their local currencies, sales
in both Germany and the United Kingdom showed even stronger results.
20
Income (loss) before income taxes for the segments were: core increased by
$42.9 million to $78.4 million in fiscal 2002 from $35.5 million in the
prior year; specialty decreased by $2.8 million to $24.7 million in fiscal
2002 from $27.5 million in the prior year; international increased by $7.8
million to $6.5 million in fiscal 2002 from a loss of ($1.3) million last
year; and the loss in the category "other" improved by $5.1 million to a
loss of ($1.6) million in fiscal 2002 from a loss of ($6.7) million in
fiscal 2001. This loss of ($1.6) million in "other" is mainly the result
of foreign currency transactions. (See Note 1.) The core and specialty
segments' increases in income before income taxes were primarily the result
of improved sourcing and higher catalog productivity. International's
increase in income before income taxes was attributed mainly to the Japan
and United Kingdom businesses.
Results of operations for fiscal 2001, compared with fiscal 2000
Total revenue for fiscal 2001 was $1.462 billion, compared with $1.417
billion in the prior year, an increase of 3.2 percent. Net merchandise
sales were $1.355 billion in fiscal 2001, compared with $1.320 billion last
year, an increase of 2.7 percent. Merchandise sales for the core business
segment were $814 million, up more than 4 percent from the prior year, due
to the strong growth of the co-ed division (men's and women's casual wear),
which grew by 16 percent. The specialty business segment merchandise sales
grew about 3 percent to $408 million, due mainly to continued double-digit
growth of Corporate Sales, which reached $170 million in merchandise sales
for fiscal 2001. Merchandise sales for the international business segment
were $133 million, down 7 percent from the prior year, primarily due to
softer sales in Japan and weaker currency conversions. Seasonally strong
sales resulted in a higher level of backorders during the fourth quarter
and a first-time fulfillment rate of 85 percent for the year as a whole,
slightly below the prior year's rate. Overall merchandise sales growth was
primarily attributable to changes in circulation, which included adding
back our post-Thanksgiving catalog and our January full-price catalog,
shifting the timing of our fall/winter mailings, increased page circulation
and improved merchandise selection and creative presentations.
Shipping and handling revenue was $107 million, an increase of 10.6
percent, partially due to increased shipping rates in response to higher
costs and a higher level of merchandise sales.
Our Internet sales at landsend.com were $218 million in fiscal 2001,
compared with $138 million in fiscal 2000. About 17 percent of our
Internet buyers are new to Lands' End.
Gross profit margin
Gross profit for fiscal 2001 was $622 million, or 42.5 percent of total
revenue, compared with $590 million, or 41.6 percent of total revenue, for
fiscal 2000. Merchandise gross profit margin improved 1.3 percentage
points, mainly due to higher initial margins resulting from improved
sourcing and a lower level of liquidations. This was partially offset by
relatively higher shipping and handling costs, especially in the fourth
quarter. Liquidations were about 11 percent of net merchandise sales in
fiscal 2001, compared with 12 percent in the prior year.
In fiscal 2001, the cost of inventory purchases was down 2.0 percent,
compared with deflation of 2.7 percent in fiscal 2000. This reduction was
a result of improved sourcing. As a result, the LIFO inventory reserve was
reduced by $4.4 million and $5.9 million in fiscal 2001 and 2000,
respectively.
21
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses increased 9.2 percent
to $560 million in fiscal 2001, compared with $513 million in the prior
year. As a percentage of total revenue, SG&A was 38.3 percent in fiscal
2001 and 36.2 percent in the prior year. The increase in the SG&A ratio
was primarily the result of higher catalog costs associated with increased
page circulation, as well as higher information services expenses as we
continue to invest in the Internet and upgrade systems capabilities. The
number of full-price catalogs mailed totaled 269 million in fiscal 2001, up
14 percent from the prior year, and the total number of pages mailed
increased by about 18 percent.
The cost of producing and mailing catalogs represented about 39 percent and
38 percent of total SG&A in fiscal 2001 and 2000, respectively.
Depreciation and amortization expense was $23.4 million, up 13.1 percent
from the prior year, mainly due to computer software. Rental expense was
$16.0 million, up 3.4 percent from fiscal 2000, primarily due to additional
computer hardware.
Credit lines and capital expenditures
Interest expense on lines of credit was down in fiscal 2001 due to lower
average borrowing levels. Interest expense decreased to $1.5 million in
fiscal 2001, compared with $1.9 million in fiscal 2000. We spent $45
million in cash on capital expenditures, which included $31 million for
computer hardware and software. In addition, the company acquired a new
airplane by exchanging two of its own aircraft in fiscal 2001. Also, we
purchased about $28 million in treasury stock. Our lines of credit peaked
at $73 million in fiscal 2001, compared with a peak of $53 million in the
prior year. At January 26, 2001, the company's foreign subsidiaries had
short-term debt outstanding of $16.9 million and domestic operations had no
outstanding borrowings.
Net income decreased
Net income for fiscal 2001 was $34.7 million, down 27.8 percent from the
$48.0 million earned in fiscal 2000. Diluted earnings per share for the
year just ended were $1.14, compared with $1.56 per share for the prior
year. Fiscal 2000 includes a non-recurring after-tax increase to net
income of $1.1 million, or $0.04 per share. Before the effect of this
adjustment, net income for the prior year was $46.9 million, or $1.52 per
diluted share. The diluted weighted average number of common shares
outstanding was 30.4 million for fiscal 2001 and 30.9 million for fiscal
2000.
Segment results
The company has three business segments consisting of Core (regular monthly
and prospecting catalogs, First Person, and Lands' End for Men, formerly
Beyond Buttondowns); Specialty (Corporate Sales, Kids and Coming Home); and
International (foreign-based operations in Japan, Germany and the United
Kingdom). "Other" includes corporate expenses, intercompany eliminations,
other income and deduction items that are not allocated to segments. (See
Note 10.)
The core segment's net merchandise sales were $813.7 million, representing
60 percent of the company's net merchandise sales and an increase of $33.6
million compared with the prior year. The co-ed division led the strong
growth in the core business segment.
22
The specialty segment's net merchandise sales were $408.1 million, which
were 30 percent of the company's net merchandise sales and $11.6 million
above the prior year. This sales increase was mainly from our Corporate
Sales business-to-business division.
The international segment's net merchandise sales were $133.2 million,
about 10 percent of total net merchandise sales. This is a decrease of
$10.0 million from the prior year and was primarily due to soft sales in
Japan and currency issues related to the weakening of the Deutsche Mark and
British Pound against the U.S. Dollar.
Income (loss) before income taxes for the segments were: core increased by
$2.3 million to $34.7 million in fiscal 2001 from $32.4 million in the
prior year; specialty decreased by $14.9 million to $28.3 million in fiscal
2001 from $43.2 million in the prior year; international decreased by $4.0
million to a loss of ($1.3) million in fiscal 2001 from income of $2.7
million last year; and the loss in the category "other" increased by $4.7
million to a loss of ($6.7) million in fiscal 2001 from a loss of ($2.0)
million in fiscal 2000. This loss of ($6.7) million in "other" is mainly
the result of foreign currency translation and transactions. (See Note 1.)
The core segment's increase in income before income taxes was primarily the
result of improved sourcing, offset by higher catalog costs due to
increased catalog circulation. The specialty segment decrease in income
before income taxes was mainly due to higher catalog and national
advertising costs. International's decrease in income before income taxes
was attributed mainly to its sales decrease in Japan and currency issues.
The Christmas season is our busiest
Our business is highly seasonal. The fall/winter season is a five-month
period ending in December. In the longer spring/summer season, orders are
fewer and the merchandise offered generally has lower unit selling prices
than products offered in the fall/winter season. As a result, total
revenue is usually substantially greater in the fall/winter season, and
SG&A as a percentage of total revenue is usually higher in the
spring/summer season. Additionally, as we continue to refine our marketing
efforts by experimenting with the type and timing of our catalog mailings,
quarterly results may fluctuate.
Nearly 38 percent of our total revenue came in the fourth quarter of fiscal
2002, compared to about 37 percent in fiscal 2001. Approximately 69
percent and 92 percent of before-tax profit was realized in the fourth
quarter of fiscal 2002 and 2001, respectively.
Liquidity and capital resources
To date, the bulk of our working capital needs have been met through funds
generated from operations and from short-term bank loans. The company's
principal need for working capital has been to meet peak inventory
requirements associated with its seasonal sales pattern. In addition, the
company's resources have been used to make asset additions and purchase
treasury stock.
As of February 1, 2002, the company had unsecured domestic credit
facilities totaling $200 million of which there was only a reduction of
about $21 million for outstanding letters of credit.
23
On November 5, 2001, the company entered into a 3-year $200 million senior
unsecured revolving credit agreement ("Credit facility") with a syndicate
of banks to provide funding for working capital for operations and general
corporate purposes. This agreement replaces the company's $200 million,
364-day unsecured credit agreement. The Credit facility will mature on
November 4, 2004, with a provision for a one-year extension, subject to
lender approval. Additionally, the company may request that the lenders
increase the total commitment to an amount not to exceed $250 million.
Indebtedness under the Credit facility bears interest calculated, at the
company's option, at either defined base rate, LIBOR plus a margin based on
the company's fixed charge coverage ratio or competitive bid rates. Under
the Credit facility, the company is required to pay a facility fee based on
the total commitment and to maintain certain financial ratios, including
fixed charge coverage and total indebtedness to earnings before interest,
taxes, depreciation and amortization.
The company also maintains foreign credit lines for use of foreign
operations totaling the equivalent of approximately $41 million as of
February 1, 2002, of which about $16.2 million was outstanding.
Since fiscal 1990, the company's board of directors has authorized the
purchase of a total of 14.7 million shares of the company's common stock.
A total of 0.4 million, 1.1 million and 0.1 million shares have been
purchased in the fiscal years ended February 1, 2002, January 26, 2001 and
January 28, 2000, respectively. As of February 1, 2002, 13.1 million
shares have been purchased, and there is a balance of 1.6 million shares
authorized to be purchased by the company from time to time.
The board of directors from time to time evaluates its dividend practice.
Given our current authorization to buy back additional shares, the payment
of cash dividends is not planned for the foreseeable future.
Capital investment
Capital investment was about $41 million in fiscal 2002. Information
technology and the completion of our new Stevens Point, Wisconsin facility
were the major focuses of our investments.
In the coming year, we plan to invest about $35 million in capital
expenditures, investing primarily in information technology. We believe
that our cash flow from operations and borrowings under our current credit
facilities will provide adequate resources to meet our capital requirements
and operational needs for the foreseeable future.
Market risk disclosure
The company attempts to reduce its exposure to the effects of currency
fluctuations on cash flows by using derivative instruments to hedge. The
company is subject to foreign currency risk related to its transactions with
operations in Japan, Germany, and the United Kingdom and with foreign third-
party vendors. The company's foreign currency risk management policy is to
hedge the majority of merchandise purchases by foreign operations and from
foreign third-party vendors, which includes forecasted transactions, through
the use of foreign exchange forward contracts and options to minimize this
risk. The company's policy is not to speculate in derivative instruments for
profit on the exchange rate price fluctuation, trade in currencies for which
there are no underlying exposures or enter into trades for any currency to
intentionally increase the underlying exposure. Derivative instruments used
as hedges must be effective at reducing the risk associated with the exposure
being hedged and must be designated as a hedge at the inception of the
contract.
24
As of February 1, 2002, the company had net outstanding foreign currency
forward contracts totaling $54.2 million and options totaling $4.9 million,
compared with the prior year of $76.7 million for foreign currency forward
contracts and $16.4 million of options. Based on the anticipated cash flows
and outflows for the next 12 months and the foreign currency derivative
instruments in place at February 1, 2002, a hypothetical 10 percent
strengthening of the U.S. dollar relative to all other currencies would
adversely affect the expected fiscal 2003 cash flows by $2.2 million.
The company is subject to the risk of fluctuating interest rates in the normal
course of business, primarily as a result of its short-term borrowing and
investment activities at variable interest rates. As of February 1, 2002, the
company had no outstanding financial instruments related to its debt or
investments. At February 1, 2002, a sensitivity analysis was performed for its
short-term debt and investments that have interest rate risk. The company has
determined that a 10 percent change in the company's weighted average interest
rates would have no material effect on the consolidated financial statements.
Possible future changes
A 1992 Supreme Court decision confirmed that the U.S. Constitution's Commerce
Clause bars a state from requiring the collection of its use tax by a mail
order company unless the company has a physical presence in the state. The
company attempts to conduct its operations in compliance with its
interpretation of this legal standard. However, there continues to be
uncertainty due to inconsistent application of the Supreme Court decision by
state and federal courts. While the company has not received assessments from
any state, there can be no assurance the company's compliance will not be
challenged. The amount of potential assessments, if any, cannot be reasonably
estimated.
The Supreme Court decision also established that Congress has the power to
enact legislation that would permit states to require collection of use taxes
by mail order companies. In October 1998, the Internet Tax Freedom Act was
enacted. Among other things, this act placed a three-year moratorium on
multiple and discriminatory taxes on electronic commerce and appointed an
Advisory Commission to study tax issues related to electronic and other forms
of commerce. In its final report to Congress on April 3, 2000, the
Advisory Commission favored the extension of the moratorium and greater
uniformity and simplification of the state sales and use tax systems. The
moratorium has since been extended until November 1, 2003. Also, there have
been several other initiatives at the congressional and state levels to
implement the Advisory Commission's recommendations to modify current sales and
use tax laws and policies. We continue to monitor this activity and its
potential effect on the company's collection obligations. The company
anticipates that any legislative change, if adopted, would be applied only on
a prospective basis.
Business outlook
Total revenue for the first 8 weeks of fiscal 2003, compared with the same
fiscal period in the prior year, is up 10 percent, exceeding management's plan.
This increase is partially attributable to the two week earlier Easter holiday.
Gross profit margin for the first 8 weeks is also above management's plan, and
if this trend continues, the company may exceed its previous guidance of a 30
to 70 basis point full year improvement.
25
Accordingly, while it is early in the year and our business is highly
seasonal, based on these results, we currently believe we may exceed our
previous guidance of a high-single-digit to low-double-digit increase in
diluted earnings per share for the full year. Management currently
anticipates that total revenue will increase in the single-digit range for
this 52-week year, as compared with the previous 53-week year.
Statement regarding forward-looking information
Statements in this report (including, but not limited to, the president's
letter and Management's Discussion and Analysis) that are not historical,
including, without limitation, statements regarding our plans,
expectations, assumptions, and estimations for fiscal 2003 revenues, gross
profit margin, and earnings, as well as anticipated sales trends and future
development of our business strategy, are considered forward looking and
speak only as of today's date. As such, these statements are subject to a
number of risks and uncertainties. Future results may be materially
different from those expressed or implied by these statements due to a
number of factors. Currently, we believe that the principal factors that
create uncertainty about our future results are the following: customer
response to our merchandise offerings, circulation changes and other
initiatives; the mix of our sales between full price and liquidation
merchandise; overall consumer confidence and general economic conditions,
both domestic and foreign; effects of weather on customer purchasing
behavior; effects of shifting patterns of e-commerce versus catalog
purchases; costs associated with printing and mailing catalogs and
fulfilling orders; dependence on consumer seasonal buying patterns;
fluctuations in foreign currency exchange rates; and changes that may have
different effects on the various sectors in which we operate (e.g., rather
than individual consumers, the Business Outfitters Division, included in
the specialty segment, sells to numerous corporations, and certain of these
sales are for their corporate promotional activities). Our future results
could, of course, be affected by other factors as well.
The company does not undertake to publicly update or revise its forward-
looking statements even if experience or future changes make it clear that
any projected results expressed or implied therein will not be realized.
26
Item 8. Consolidated Financial Statement and Supplementary Data
Consolidated Statements of Operations
Lands' End, Inc. & Subsidiaries
(In thousands, except per share data)
For the fiscal year ended
-----------------------------------
February 1, January 26, January 28,
2002 2001 2000
Revenue:
Net merchandise sales $1,448,230 $1,354,974 $1,319,823
Shipping and handling revenue 120,832 107,309 97,063
Total revenue 1,569,062 1,462,283 1,416,886
Cost of sales:
Cost of merchandise sales 758,792 728,446 727,291
Shipping and handling costs 121,444 112,158 99,791
Total cost of sales 880,236 840,604 827,082
Gross profit 688,826 621,679 589,804
Selling, general and
administrative expenses 575,662 560,019 512,647
Non-recurring credit - - (1,774)
Income from operations 113,164 61,660 78,931
Other income (expense):
Interest expense (1,350) (1,512) (1,890)
Interest income 1,521 2,244 882
Other (5,406) (7,381) (1,679)
Total other expense, net (5,235) (6,649) (2,687)
Income before income taxes 107,929 55,011 76,244
Income tax provision 41,013 20,354 28,210
Net income $ 66,916 $ 34,657 $ 48,034
Basic earnings per share $ 2.27 $ 1.15 $ 1.60
Diluted earnings per share $ 2.23 $ 1.14 $ 1.56
Basic weighted average shares
outstanding 29,476 30,047 30,085
Diluted weighted average shares
outstanding 29,977 30,422 30,854
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
27
Consolidated Balance Sheets
Lands' End, Inc. & Subsidiaries
February 1, January 26,
(In thousands) 2002 2001
Assets
Current assets:
Cash and cash equivalents $ 122,091 $ 75,351
Receivables, net 13,297 19,808
Inventory 227,220 188,211
Prepaid advertising 15,710 17,627
Other prepaid expenses 8,361 7,103
Deferred income tax benefits 15,905 10,973
Total current assets 402,584 319,073
Property, plant and equipment, at cost:
Land and buildings 117,785 104,815
Fixtures and equipment 105,588 103,866
Computer hardware and software 116,000 99,979
Leasehold improvements 4,837 4,630
Construction in progress - 4,289
Total property, plant and equipment 344,210 317,579
Less-accumulated depreciation
and amortization 150,342 132,286
Property, plant and equipment, net 193,868 185,293
Other assets 2,668 3,263
Total assets $ 599,120 $ 507,629
Liabilities and shareholders' investment
Current liabilities:
Lines of credit $ 16,169 $ 16,940
Accounts payable 83,363 96,168
Reserve for returns 9,384 9,061
Accrued liabilities 46,910 41,135
Accrued profit sharing 4,781 2,357
Income taxes payable 24,957 13,213
Total current liabilities 185,564 178,874
Deferred income taxes 12,838 14,567
Shareholders' investment:
Common stock, 40,221 shares issued 402 402
Donated capital 8,400 8,400
Additional paid-in capital 39,568 31,908
Deferred compensation (56) (121)
Accumulated other comprehensive income 3,343 5,974
Retained earnings 556,003 489,087
Treasury stock, 10,236 and 10,945
shares at cost, respectively (206,942) (221,462)
Total shareholders' investment 400,718 314,188
Total liabilities and shareholders'
investment $ 599,120 $ 507,629
The accompanying notes to consolidated financial statements are an
integral part of these consolidated balance sheets.
28
Lands' End, Inc. & Subsidiaries
Consolidated Statements of Shareholders' Investment
Accumulated
Additional Other
Comprehensive Common Donated Paid-in Deferred Comprehensive Retained Treasury
(Dollars in thousands) Income Stock Capital Capital Compensation Income Earnings Stock Total
Balance, January 29, 1999 $402 $8,400 $26,994 $(394) $2,003 $406,396 $(201,298) $242,503
Purchase of treasury stock - - - - - - (4,516) (4,516)
Issuance of treasury stock - - - - - - 6,641 6,641
Tax benefit of stock
options exercised - - 2,715 - - - - 2,715
Deferred compensation expense - - - 158 - - - 158
Comprehensive income:
Net income $48,034 - - - - - 48,034 - 48,034
Foreign currency translation
adjustments 92 - - - - 92 - - 92
Unrealized gain on forward
contracts and options 580 - - - - 580 - - 580
Total comprehensive income $48,706 ____ ______ _______ _____ ______ ________ _________ ________
Balance, January 28, 2000 $402 $8,400 $29,709 $(236) $2,675 $454,430 $(199,173) $296,207
Purchase of treasury stock - - - - - - (27,988) (27,988)
Issuance of treasury stock - - - - - - 5,699 5,699
Tax benefit of stock
options exercised - - 2,199 - - - - 2,199
Deferred compensation expense - - - 115 - - - 115
Comprehensive income:
Net income $34,657 - - - - - 34,657 - 34,657
Foreign currency translation
adjustments (1,770) - - - - (1,770) - - (1,770)
Change in unrealized gain on
forward contracts and options 5,069 - - - - 5,069 - - 5,069
Total comprehensive income $37,956 ____ ______ _______ _____ ______ ________ _________ ________
Balance, January 26, 2001 $402 $8,400 $31,908 $(121) $5,974 $489,087 $(221,462) $314,188
Purchase of treasury stock - - - - - - (12,388) (12,388)
Issuance of treasury stock - - - - - - 26,908 26,908
Tax benefit of stock
options exercised - - 7,660 - - - - 7,660
Deferred compensation expense - - - 65 - - - 65
Comprehensive income:
Net income $66,916 - - - - - 66,916 - 66,916
Foreign currency translation
adjustments (340) - - - - (340) - - (340)
Change in unrealized gain on
forward contracts and options (2,291) - - - - (2,291) - - (2,291)
Total comprehensive income $64,285 ____ ______ _______ _____ ______ ________ _________ ________
Balance, February 1, 2002 $402 $8,400 $39,568 $ (56) $3,343 $556,003 $(206,942) $400,718
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements. 29
Consolidated Statements of Cash Flows
Lands' End, Inc. & Subsidiaries For the fiscal year ended
(In thousands) ----------------------------
Feb. 1, Jan. 26, Jan. 28,
2002 2001 2000
Cash flows from (used for) operating activities:
Net income $ 66,916 $ 34,657 $ 48,034
Adjustments to reconcile net income to net
cash flows from operating activities-
Non-recurring credit - - (1,774)
Depreciation and amortization 26,946 23,432 20,715
Deferred compensation expense 65 115 158
Deferred income taxes (6,661) 5,138 8,270
Loss on disposal of fixed assets 2,427 437 926
Tax benefit of stock options 7,660 2,199 2,715
Changes in current assets and liabilities:
Receivables, net 6,511 (2,055) 3,330
Inventory (39,009) (26,018) 57,493
Prepaid advertising 1,917 (1,055) 4,785
Other prepaid expenses (1,258) (1,888) 1,767
Accounts payable (12,805) 21,658 (13,412)
Reserve for returns 323 1,192 676
Accrued liabilities 8,465 (1,091) (7,664)
Accrued profit sharing 2,424 (403) 504
Income taxes payable 11,744 2,958 (4,323)
Other (2,160) 1,288 678
Net cash flows from operating activities 73,505 60,564 122,878
Cash flows from (used for) investing activities:
Cash paid for capital additions (40,514) (44,553) (28,013)
Net cash flows used for investing activities (40,514) (44,553) (28,013)
Cash flows from (used for) financing activities:
Proceeds from (payment of) short-term debt (771) 5,216 (27,218)
Purchases of treasury stock (12,388) (27,988) (4,516)
Issuance of treasury stock 26,908 5,699 6,641
Net cash flows (used for) from financing
activities 13,749 (17,073) (25,093)
Net increase (decrease) in cash
and cash equivalents 46,740 (1,062) 69,772
Beginning cash and cash equivalents 75,351 76,413 6,641
Ending cash and cash equivalents $122,091 $ 75,351 $ 76,413
Supplemental cash flow disclosures:
Interest paid $ 1,350 $ 1,519 $ 1,890
Income taxes paid 32,971 9,658 21,078
The accompanying notes to consolidated financial statements are an integral part
of these consolidated statements.
30
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Note 1. Summary of significant accounting policies
Nature of business
Lands' End, Inc. (the company) is a direct marketer of traditionally styled
apparel, domestics (primarily bedding and bath items), soft luggage and
other products. The company manages its business in three operating
segments consisting of core, specialty and international, based principally
on type of catalog focusing on customer needs and markets served. The
company's primary market is the United States, and other markets include
Europe, the Pacific Basin area and Canada.
Principles of consolidation
The consolidated financial statements include the accounts of the company
and its subsidiaries after elimination of intercompany accounts and
transactions.
Year-end
The company's fiscal year is comprised of 52-53 weeks, usually ending on
the Friday closest to January 31. Fiscal 2002 was a 53-week year that
ended on February 1, 2002. Fiscal 2001 ended on January 26, 2001 and
fiscal 2000 ended on January 28, 2000. Fiscal years 2001 and 2000 were
comprised of 52 weeks. Fiscal 2003 is a 52-week year ending on
January 31, 2003.
Use of estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenues and expenses
during the reporting periods. Actual results could differ from those
estimates.
Revenue recognition
The company records revenue at the time of shipment for catalog and
e-commerce sales and at the point of sale for inlet and outlet store sales.
The company reduces revenue for anticipated returns based on historical
experience.
Reserve for returns
At the time of sale, the company provides a reserve equal to the gross
profit on projected merchandise returns, based on its prior returns
experience.
Cash and cash equivalents
The company's cash equivalents include short-term investments with a
maturity of less than six months.
31
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Inventory
Inventory, primarily merchandise held for sale, is stated at last-in, first-
out (LIFO) cost, which is lower than market. If the first-in, first-out
(FIFO) method of accounting for inventory had been used, inventory would
have been approximately $12.9 million and $16.6 million higher than
reported at February 1, 2002 and January 26, 2001, respectively. The
company reduces the inventory cost to net realizable value, based on the
estimated impact of liquidating overstock merchandise.
Advertising
The company expenses the costs of advertising for magazines, television,
radio, and other media the first time the advertising takes place, except
for direct-response advertising, which is capitalized and amortized over
its expected period of future benefits. Direct-response advertising
consists primarily of catalog production and mailing costs that are
generally amortized within three months from the date catalogs are mailed.
Advertising costs reported as prepaid assets were $15.7 million and $17.6
million as of February 1, 2002 and January 26, 2001, respectively.
Advertising expenses were $240.7 million, $251.6 million and $225.0 million
for fiscal years ended February 1, 2002, January 26, 2001 and January 28,
2000, respectively.
Depreciation
Depreciation expense is calculated using the straight-line method over the
estimated useful lives of the assets, which are 20 to 30 years for
buildings and land improvements and 2 to 10 years for leasehold
improvements and furniture, fixtures, equipment, and software. The
company provides one-half year of depreciation in the year of addition and
retirement.
Financial instruments with off-balance-sheet risk
The company uses import letters of credit to purchase foreign-sourced
merchandise. The letters of credit are primarily U.S. dollar-denominated
and are issued through third-party financial institutions to guarantee
payment for such merchandise within agreed-upon time periods. At February
1, 2002, the company had outstanding letters of credit of approximately
$21 million, all of which had expiration dates of less than one year.
The counterparties to these financial instruments are primarily large
financial institutions; management believes the risk of counterparty
nonperformance on these financial instruments is not significant.
32
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Foreign currency translations and transactions
Financial statements of the foreign subsidiaries and foreign-denominated
assets are translated into U.S. dollars in accordance with the provisions
of Statement of Financial Accounting Standards (SFAS) No. 52. Translation
adjustments of the foreign subsidiaries are recorded in accumulated other
comprehensive income, which is a component of stockholders' investment.
Gains and losses resulting from foreign currency transactions are recorded
as other income and expense on the consolidated statements of operations.
For the years ended February 1, 2002, January 26, 2001 and January 28,
2000, losses of ($1.7) million, ($5.8) million and ($1.2) million were
recorded, respectively.
Fair values of financial instruments
The fair value of financial instruments does not materially differ from
their carrying values.
Reclassifications
Certain financial statement amounts have been reclassified to be
consistent with the fiscal 2002 presentation.
Accounting standards
On June 30, 2001, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and
Other Intangible Assets." Additionally, SFAS No. 143, "Accounting for
Asset Retirement Obligations," and SFAS No. 144, "Accounting for Impairment
or Disposal of Long-Lived Assets," have been issued by the FASB. The
adoption of such statements will have no material impact on the company.
Note 2. Shareholders' investment
Capital stock
The company currently has authorized the issuance of 160 million shares of
$0.01 par value common stock. The company is authorized to issue 5 million
shares of preferred stock, $0.01 par value. The company's board of
directors has the authority to issue shares and to fix dividend, voting and
conversion rights, redemption provisions, liquidation preferences, and
other rights and restrictions of the preferred stock. No preferred shares
have been issued.
Treasury stock
The company's board of directors has authorized the purchase of a total of
14.7 million shares of the company's common stock. A total of 13.1
million, 12.7 million and 11.6 million shares had been purchased as of
February 1, 2002, January 26, 2001 and January 28, 2000, respectively.
33
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Treasury stock activity in terms of shares was as follows:
For the fiscal year ended Feb. 1, 2002 Jan. 26, 2001 Jan. 28, 2000
Beginning balance 10,945,116 10,070,868 10,317,118
Purchase of stock 409,016 1,123,848 122,400
Issuance of stock (1,118,266) (249,600) (368,650)
Ending Balance 10,235,866 10,945,116 10,070,868
Earnings per share
A reconciliation of the basic and diluted per share computations is as
follows (dollars are shown in thousands, except per share data):
Feb. 1, Jan. 26, Jan. 28,
2002 2001 2000
Net income $66,916 $34,657 $48,034
Basic weighted average shares
of common stock outstanding 29,476 30,047 30,085
Incremental shares from assumed
exercise of stock options 501 375 769
Diluted weighted average shares of
common stock outstanding 29,977 30,422 30,854
Basic earnings per share $ 2.27 $ 1.15 $ 1.60
Diluted earnings per share $ 2.23 $ 1.14 $ 1.56
As of February 1, 2002, 233,500 stock options were outstanding with
exercise prices ranging from $53.00 to $66.13 per share and were therefore
not included in the computation of diluted EPS because the options'
exercise prices were greater than the average market price of the common
shares during fiscal 2002.
Stock awards and grants for employees
The company has a restricted stock award plan. Under the provisions of the
plan, shares of the company's common stock may be awarded to its officers
and key employees by the company's board of directors. Such shares vest
over a 5- or 10-year period on a straight-line basis from the date of the
award.
The granting of these awards and grants has been recorded as deferred
compensation based on the fair market value of the shares at the date of
grant. Compensation expense under these plans is recorded as shares vest.
The amount of the awards and grants outstanding total 4,320 shares, 8,760
shares and 17,960 shares for the period ended February 1, 2002, January 26,
2001 and January 28, 2000, respectively.
34
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Stock grants for non-employee directors
Beginning with fiscal 2002, the company's board of directors adopted a new
plan for non-employee directors, known as the Director Stock Grant Plan
(DSGP). This plan replaces the Non-Employee Director Stock Option Plan
described under the Stock Options footnote. The DSGP provides that each
new non-employee director will receive an initial grant of 2,000 shares of
the company's common stock sixty days after joining the company's board of
directors and that each eligible non-employee director will receive an
annual grant of 2,000 shares on the date of each annual meeting of
shareholders (or, if later, sixty days after joining the company's board of
directors). The company has reserved 100,000 shares of common stock for
issuance under the DSGP.
These grants all vest immediately and are recorded as director fees expense
based on the fair market value of the shares at the date of grant. The
shares available to be granted under the Director Stock Grant Plan total
82,000 shares as of February 1, 2002.
Stock options
The company has reserved 5.5 million and 0.4 million shares of common stock
and treasury stock that may be issued pursuant to the exercise of options
granted under the company's Stock Option Plan (for employees) and the Non-
Employee Director Stock Option Plan (DSOP), respectively.
The company's board of directors amended the DSOP in fiscal year 2002 to
provide that no further stock options are to be issued under the DSOP,
although outstanding stock options will continue in accordance with their
terms. Accordingly, 277,083 of the stock options previously authorized but
unissued under the DSOP are no longer available for issuance.
Under the company's stock option plans, options are granted at the
discretion of a committee of the company's board of directors to officers,
key employees of the company and members of the board of directors of the
company who are not also employed by the company. No option may have an
exercise price less than the fair market value per share of the common
stock at the date of the grant.
35
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Activity under the stock option plans was as follows:
Average
Exercise Exercisable
Options Price Options
Balance at January 29, 1999 2,691,507 $23.41 473,597
Granted 591,000 $38.64
Exercised (368,650) $18.02
Forfeited (137,840) $32.17
Balance at January 28, 2000 2,776,017 $26.94 1,371,397
Granted 1,056,500 $31.06
Exercised (249,600) $22.83
Forfeited (172,900) $34.88
Balance at January 26, 2001 3,410,017 $28.11 1,362,467
Granted 145,000 $33.83
Exercised (1,100,266) $23.89
Forfeited (176,250) $33.12
Balance at February 1, 2002 2,278,501 $30.13 968,651
The range of options outstanding as of February 1, 2002 is as follows:
Weighted
Average
Remaining
Number of Options Weighted Average Contractual
Price Range Shares Exercise Price Life
Per Share Outstanding/Exercisable Outstanding/Exercisable (In years)
$15.00-$29.99 1,354,200/649,450 $23.19/$20.06 7.9
$30.00-$44.99 655,801/270,851 34.39/ 32.71 7.5
Over $45.00 268,500/ 48,350 54.69/ 56.15 7.9
2,278,501/968,651 $30.13/$25.40 7.8
The options above generally have a 10-year term. Options granted under the
company's Stock Option Plan generally vest from six months to five years.
Prior to fiscal 2002, options granted under the Non-Employee Director Stock
Option Plan had vested over a period from zero to two years.
Stock-based compensation
As permitted by SFAS No. 123, "Accounting for Stock-Based Compensation,"
the company accounts for its stock-based compensation plans as presented by
APB Opinion No. 25 and related interpretations. Accordingly, compensation
costs related to the stock awards and grants were $0.1 million, $0.1
million and $0.2 million in fiscal 2002, 2001 and 2000, respectively.
These compensation costs are recorded in deferred compensation in the
shareholders' investment section of the consolidated balance sheets.
36
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Had compensation cost for the company's options granted after
January 27, 1995 been determined consistent with the provisions of SFAS No.
123, the company's net income and earnings per share would have been
reduced to the following pro forma amounts:
(In thousands, Feb. 1, Jan. 26, Jan. 28
except per share data) 2002 2001 2000
Net income
As reported $66,916 $34,657 $48,034
Pro forma $56,584 $28,253 $42,378
Basic earnings per share
As reported $ 2.27 $ 1.15 $ 1.60
Pro forma $ 1.92 $ 0.94 $ 1.41
Diluted earnings per share
As reported $ 2.23 $ 1.14 $ 1.56
Pro forma $ 1.89 $ 0.93 $ 1.38
The fair value of each option grant was estimated as of the date of grant
using the Black-Scholes pricing model. The resulting compensation cost was
amortized over the vesting period.
The option grant fair values and assumptions used to determine such value
are as follows:
Options granted during 2002 2001 2000
Weighted average grant-date
fair value $19.82 $18.42 $19.74
Assumptions:
Risk-free interest rate 4.91% 5.90% 5.58%
Expected volatility 51.54% 50.48% 38.55%
Expected term (in years) 7.0 7.0 7.0
Note 3. Income taxes
Earnings (loss) before income taxes are as follows:
2002 2001 2000
United States $109,003 $ 60,203 $ 78,050
Foreign (1,074) (5,192) (1,806)
Total $107,929 $ 55,011 $ 76,244
The components of the provision for income taxes for each of the periods
presented are as follows (in thousands):
Period ended February 1, January 26, January 28,
2002 2001 2000
Current:
Federal $ 44,752 $ 14,647 $ 19,984
State 2,822 360 473
Foreign 100 209 (517)
Deferred (6,661) 5,138 8,270
$ 41,013 $ 20,354 $ 28,210
37
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
The difference between income taxes at the statutory federal income tax
rate of 35 percent and income tax reported in the statements of
operations is as follows (in thousands):
Period ended February 1, January 26, January 28,
2002 2001 2000
Amount % Amount % Amount %
Tax at statutory
federal tax rate $37,775 35% $19,254 35% $26,685 35%
Foreign taxes (excess
over statutory rate) 301 - 389 1 22 -
State income taxes,
net of federal benefit 1,835 2 417 1 907 1
Tax credits & other 1,102 1 294 - 596 1
$41,013 38% $20,354 37% $28,210 37%
Under the liability method prescribed by SFAS No. 109, "Accounting for Income
Taxes," deferred taxes are provided based upon enacted tax laws and rates
applicable to the periods in which taxes become payable. Temporary differences
which give rise to deferred tax assets and liabilities as of February 1, 2002
and January 26, 2001 are as follows (in thousands):
Feb. 1, 2002 Jan. 26, 2001
Deferred tax assets:
Catalog advertising $ (3,198) $ (4,628)
Inventory 5,107 7,059
Employee benefits 3,775 4,615
Reserve for returns 4,005 3,353
Gift certificates 2,018 849
Miscellaneous reserves 2,553 679
Other 1,645 (954)
Total $ 15,905 $ 10,973
Deferred tax liabilities:
Depreciation $ 10,806 $ 13,069
Other 2,032 1,498
Total $ 12,838 $ 14,567
Note 4. Lines of credit
As of February 1, 2002, the company had unsecured domestic credit
facilities totaling $200 million. The only reduction of the facility was
$21 million for outstanding letters of credit. There were no outstanding
borrowings under the credit facilities as of February 1, 2002 and
January 26, 2001.
In addition, the company has unsecured lines of credit with various foreign
banks totaling the equivalent of approximately $41 million for its wholly
owned subsidiaries. There was $16.2 million outstanding at
February 1, 2002, compared with $16.9 million as of January 26, 2001.
38
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
The following table summarizes certain information regarding these short-
term borrowings:
(Dollars in millions) 2002 2001 2000
Maximum amount of borrowings $ 89 $ 73 $ 53
Average amount of borrowings $ 27 $ 26 $ 33
Weighted average interest rate
during year 3.83% 4.67% 4.96%
Weighted average interest rate
at year-end 4.09% 4.62% 3.43%
Note 5. Leases
The company leases store and office space and equipment under various
leasing arrangements. The leases are accounted for as operating leases.
Total rental expense under these leases was $18.7 million, $16.0 million
and $15.5 million for the years ended February 1, 2002, January 26, 2001
and January 28, 2000, respectively.
Total future fiscal year commitments under these leases as of
February 1, 2002 are as follows (in thousands):
2003 $12,224
2004 8,217
2005 2,968
2006 1,614
2007 1,080
Thereafter 1,805
$27,908
Note 6. Retirement plan
The company has a retirement plan, which covers most regular employees and
provides for annual contributions at the discretion of the board of
directors. Also included in the plan is a 401(k) feature that allows
employees to make contributions, and the company matches a portion of those
contributions. Total expense provided under this plan was $8.2 million,
$5.3 million and $5.2 million for the years ended February 1, 2002,
January 26, 2001 and January 28, 2000, respectively.
Note 7. Postretirement benefits
The company has a plan to provide health insurance benefits for eligible
retired employees. These insurance benefits will be funded through
insurance contracts, a group benefit trust or general assets of the
company. Assets were contributed to the plan in January 2002 and January
2001. The cost of these insurance benefits is recognized as the eligible
employees render service.
39
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
The following table presents the change in the benefit obligation and plan
assets in fiscal years 2002 and 2001:
Feb. 1, Jan. 26,
(In thousands) 2002 2001
Change in benefit obligation:
Benefit obligation at beginning of year $ 7,072 $ 5,394
Service cost 860 649
Interest cost 527 428
Plan participants' contributions 30 22
Actuarial loss 1,603 733
Benefits paid (220) (154)
Benefit obligation at end of year $ 9,872 $ 7,072
Change in plan assets:
Fair value of plan assets at
beginning of year $ 6,016 $ 3,965
Actual return on plan assets (449) 120
Employer contributions 2,119 2,063
Plan participants' contributions 30 22
Benefits paid (220) (154)
Fair value of plan assets at end of year $ 7,496 $ 6,016
Net amount recognized:
Funded status $(2,376) $(1,056)
Unrecognized net actuarial (gain) loss 2,452 (47)
Unrecognized prior service cost 3,244 3,514
Prepaid benefit cost $ 3,320 $ 2,411
Weighted-average assumptions
at end of year:
Discount rate 7.00% 7.50%
Expected return on plan assets 7.50% 7.50%
The components of net periodic benefit cost for the years ended
February 1, 2002 and January 26, 2001 were as follows:
(In thousands) 2002 2001
Service cost $ 860 $ 649
Interest cost 527 428
Expected return on plan assets (448) (297)
Recognized net actuarial gain - (27)
Amortization of prior service cost 270 269
Total postretirement benefit cost $ 1,209 $ 1,022
For measurement purposes, an 7.5 percent annual rate of increase in the per
capita cost of covered health care benefits is assumed for fiscal year
2003. The rate is assumed to decrease gradually to 5 percent for fiscal
year 2008 and remain at that level thereafter.
40
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Assumed health care cost trend rates have a significant effect on the
amounts reported for the health care plan. A one percentage point change
in assumed health care cost trend rates would have the following effects:
Service and Postretirement
(In thousands) Interest Costs Benefit Obligation
1 percent increase $ 90 $ 631
1 percent decrease (76) (539)
Note 8. Divestitures
Willis & Geiger
During fiscal 2000, the company completed the liquidation of its Willis &
Geiger inventory and fixed assets. The company retains the Willis & Geiger
tradename. Sales and results of operations of Willis & Geiger were not
material to the consolidated financial statements.
Note 9. Sales and use tax
A 1992 Supreme Court decision confirmed that the U.S. Constitution's Commerce
Clause bars a state from requiring the collection of its use tax by a mail order
company unless the company has a physical presence in the state. The company
attempts to conduct its operations in compliance with its interpretation of this
legal standard. However, there continues to be uncertainty due to inconsistent
application of the Supreme Court decision by state and federal courts. While
the company has not received assessments from any state, there can be no
assurance the company's compliance will not be challenged. The amount of
potential assessments, if any, cannot be reasonably estimated.
The Supreme Court decision also established that Congress has the power to enact
legislation that would permit states to require collection of use taxes by mail
order companies. In October 1998, the Internet Tax Freedom Act was enacted.
Among other things, this act placed a three-year moratorium on multiple and
discriminatory taxes on electronic commerce and appointed an Advisory Commission
to study tax issues related to electronic and other forms of commerce. In its
final report to Congress on April 3, 2000, the Advisory Commission favored the
extension of the moratorium and greater uniformity and simplification of the
state sales and use tax systems. The moratorium has since been extended until
November 1, 2003. Also, there have been several other initiatives at the
congressional and state levels to implement the Advisory Commission's
recommendations to modify current sales and use tax laws and policies. We
continue to monitor this activity and its potential effect on the company's
collection obligations. The company anticipates that any legislative change, if
adopted, would be applied only on a prospective basis.
Note 10. Segment disclosure
The company organizes and manages its business segments (core, specialty
and international) based on types of products that focus on specific
customer needs and markets served. Certain catalogs are combined for
purposes of assessing financial performance. Each business segment is
separately evaluated by executive management with financial information
reviewed to assess performance. The company evaluates the performance of
its business segments based on net income before income taxes. The company
is not dependent upon any single customer or group of customers, the loss
of which would have a material effect on the company.
41
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Core
The core segment is composed of adult apparel offered through our regular
monthly catalogs, tailored catalogs and prospector catalogs. Merchandise
sales for these products that are received via the Internet, liquidation or
export channels are also included in this core segment. The regular
monthly catalogs contain a full assortment of classically inspired,
traditionally styled casual wear for adults. Some of these products
include dress shirts, jeans, mesh knit shirts, women's knits, sweaters,
outerwear, and turtlenecks. The prospecting catalog is a condensed version
of our monthly catalog featuring some of the company's best selling
products. The prospector catalogs are sent to active buyers, to those on
the house file who have been inactive or have yet to make a purchase and to
prospective customers. The tailored catalogs are Lands' End Men and Lands'
End Women (formerly First Person), offering men and women a broad
assortment of tailored and casual clothes for the workplace.
Specialty
The specialty segment is composed of the Kids, Lands' End Business
Outfitters (formerly Corporate Sales) and Home (formerly Coming Home)
businesses. Merchandise sales for these products that are received via the
Internet, liquidation or export channels are included in this specialty
segment. The specialty businesses have been developed over the years in
response to customer requests for additional merchandise and are used to
target specific needs that are important to Lands' End customers. The Kids
business offers a collection of clothing for children of all ages. In
addition, there is a uniform business that targets the growing uniform
trend in many public and private schools. The Lands' End Business
Outfitters division is a business-to-business unit that utilizes the
company's embroidery capabilities to design and apply unique emblems and
logos on Lands' End product for corporations, clubs, teams and other
groups. The Home business offers home products, primarily bedding and bath
items.
International
The international segment consists of foreign-based operations located in
Japan, Germany and the United Kingdom, which include catalogs, Internet and
liquidation channels. Catalogs are denominated in local currencies and
written in native languages. There are phone and distribution centers
located in both Japan and the United Kingdom. Germany has its own phone
and customer service center, but orders are packed and shipped from the
distribution center in the United Kingdom.
Segment net merchandise sales represent sales to external parties. Sales
from the Internet, export sales shipped from the United States, and
liquidation sales are included in the respective business segments.
Segment income before income taxes is net merchandise sales less direct and
allocable operating expenses, which includes interest expense and interest
income. Segment identifiable assets are those that are directly used in or
identified with segment operations. "Other" includes currency gains and
losses, corporate expenses, intercompany eliminations, and other income and
expense items that are not allocated to segments.
42
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Pertinent financial data by operating segment for the three years
ended February 1, 2002, are as follows (1):
Fiscal year ended February 1, 2002
-----------------------------------------------------
(In thousands) Core Specialty International Other Consolidated
Net merchandise sales $873,217 $432,794 $142,219 $ - $1,448,230
Income (loss) before
income taxes $ 78,425 $ 24,686 $ 6,462 $(1,644) $ 107,929
Identifiable
assets $366,726 $181,761 $ 50,633 $ - $ 599,120
Depreciation and
amortization $ 16,513 $ 8,185 $ 2,248 $ - $ 26,946
Capital expenditures $ 26,633 $ 13,200 $ 681 $ - $ 40,514
Interest expense $ 430 $ 213 $ 707 $ - $ 1,350
Interest income $ 781 $ 387 $ 353 $ - $ 1,521
Fiscal year ended January 26, 2001
------------------------------------------------------
(In thousands) Core Specialty International Other Consolidated
Net merchandise sales $813,464 $408,314 $133,196 $ - $1,354,974
Income (loss) before
income taxes $ 35,523 $ 27,450 $ (1,280) $ (6,682) $ 55,011
Identifiable
assets $293,885 $147,380 $ 66,364 $ - $ 507,629
Depreciation and
amortization $ 14,020 $ 7,031 $ 2,381 $ - $ 23,432
Capital expenditures $ 28,733 $ 14,410 $ 1,410 $ - $ 44,553
Interest expense $ 690 $ 346 $ 476 $ - $ 1,512
Interest income $ 1,347 $ 675 $ 222 $ - $ 2,244
Fiscal year ended January 28, 2000
-----------------------------------------------------
(In thousands) Core Specialty International Other Consolidated
Net merchandise sales $780,123 $396,502 $143,198 $ - $1,319,823
Income (loss) before
income taxes(2) $ 32,380 $ 43,175 $ 2,708 $ (2,019) $ 76,244
Identifiable
assets $262,397 $133,276 $ 60,523 $ - $ 456,196
Depreciation and
amortization $ 12,165 $ 6,179 $ 2,371 $ - $ 20,715
Capital expenditures $ 17,573 $ 8,925 $ 1,515 $ - $ 28,013
Interest expense $ 848 $ 430 $ 612 $ - $ 1,890
Interest income $ 547 $ 278 $ 57 $ - $ 882
(1) Certain amounts in fiscal year 2001 have been reclassified to conform to
fiscal 2002 presentation.
(2) Includes non-recurring credits of $0.5 million and $1.3 million
allocated to the core and specialty segments, respectively.
43
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Pertinent financial data by geographical location for the three years ended
February 1, 2002 are as follows:
Net Merchandise Sales Identifiable Assets
------------------------------ ----------------------------
(In thousands) 02/01/02 01/26/01 01/28/00 02/01/02 01/26/01 01/28/00
United States $1,306,011 $1,221,778 $1,176,625 $548,487 $441,265 $395,673
Other countries 142,219 133,196 143,198 50,633 66,364 60,523
Total $1,448,230 $1,354,974 $1,319,823 $599,120 $507,629 $456,196
Note 11. Derivative instruments and hedging activities
The company has transactions with foreign subsidiaries, which expose the
company to variability in foreign currency cash flows. To mitigate this
risk, the company enters into foreign exchange forward contracts and
options with a maximum hedging period of 24 months. Such foreign exchange
forward contracts and options are treated as cash flow hedges for
accounting purposes with the fair value of the derivative instruments
recorded on the consolidated balance sheet as assets or liabilities and, to
the extent that it is effective, it is recorded to accumulated other
comprehensive income. The company has no other freestanding or embedded
derivative instruments.
The impact from cash flow hedges for the fiscal years ended February 1,
2002, January 26, 2001 and January 28, 2000, resulted in net losses of
($0.1) million and ($0.4) million and a gain of $0.4 million, respectively,
which is included in other income and expense on the consolidated
statements of operations. The company estimates that net hedging gains of
$3.3 million will be reclassified from accumulated other comprehensive
income into earnings through lower cost of sales and other income and
expense within the 12 months between February 2, 2002 and January 31, 2003.
44
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Note 12. Consolidated quarterly analysis (unaudited)
(In thousands, except per share data)
Fiscal 2002
-----------------------------------------
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
Total revenue $311,120 $285,821 $376,115 $596,006
Gross profit 131,944 124,857 164,916 267,109
Pretax income 9,373 4,864 19,424 74,268
Net income $ 5,858 $ 3,040 $ 12,140 $ 45,878
Basic earnings per share $ 0.20 $ 0.10 $ 0.41 $ 1.54
Diluted earnings per share $ 0.20 $ 0.10 $ 0.41 $ 1.51
Basic weighted average
shares outstanding 29,380 29,415 29,335 29,772
Diluted weighted average
shares outstanding 29,620 29,992 29,782 30,372
Market price of shares
outstanding (in dollars):
- Market high 30.40 43.60 40.92 53.35
- Market low 22.50 29.10 28.05 31.76
Fiscal 2001
-----------------------------------------
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
Total revenue $285,840 $275,625 $362,261 $538,557
Gross profit 119,768 121,268 145,209 235,434
Pretax income (loss) 464 (2,986) 7,052 50,481
Net income (loss) $ 292 $ (1,881) $ 4,443 $ 31,803
Basic earnings (loss)
per share $ 0.01 $ (0.06) $ 0.15 $ 1.08
Diluted earnings (loss)
per share $ 0.01 $ (0.06) $ 0.15 $ 1.07
Basic weighted average
shares outstanding 30,199 30,295 30,290 29,412
Diluted weighted average
shares outstanding 30,835 30,722 30,491 29,623
Market price of shares
outstanding (in dollars):
-Market high 61.50 42.00 37.25 31.80
-Market low 27.25 28.56 18.70 21.75
45
46
RESPONSIBILITY FOR CONSOLIDATED FINANCIAL STATEMENTS
The management of Lands' End, Inc. and its subsidiaries has the responsibility
for preparing the accompanying financial statements and for their integrity and
objectivity. The statements were prepared in accordance with generally
accepted accounting principles applied on a consistent basis. The consolidated
financial statements include amounts that are based on management's best
estimates and judgments. Management also prepared the other information in the
annual report and is responsible for its accuracy and consistency with the
consolidated financial statements.
The company's consolidated financial statements have been audited by Arthur
Andersen LLP, independent certified public accountants. Management has made
available to Arthur Andersen LLP all the company's financial records and
related data, as well as the minutes of shareholders' and directors' meetings.
Furthermore, management believes that all representations made to Arthur
Andersen LLP during its audit were valid and appropriate.
Management of the company has established and maintains a system of internal
control that provides for appropriate division of responsibility, reasonable
assurance as to the integrity and reliability of the consolidated financial
statements, the protection of assets from unauthorized use or disposition, the
prevention and detection of fraudulent financial reporting, and the maintenance
of an active program of internal audits. Management believes that, as of
February 1, 2002, the company's system of internal control is adequate to
accomplish the objectives discussed herein.
Three independent directors of the company serve as the audit committee of the
board of directors and are the principal means through which the board
supervises the performance of the financial reporting duties of management.
The audit committee meets with management, the internal audit staff, and the
company's independent auditors throughout the year to review the company's
performance, the results of audits of the company and plans for future audits.
At these meetings, the audit committee also meets privately with the internal
audit staff and the independent auditors to assure its free access to them.
/s/ DAVID F. DYER /s/ DONALD R. HUGHES
David F. Dyer Donald R. Hughes
Chief Executive Officer Senior Vice President and
Chief Financial Officer
46
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Directors and Shareholders of Lands' End, Inc.:
We have audited the accompanying consolidated balance sheets of Lands' End,
Inc. (a Delaware corporation) and its subsidiaries as of February 1, 2002, and
January 26, 2001, and the related consolidated statements of operations,
shareholders' investment and cash flows for each of the three years in the
period ended February 1, 2002. These consolidated financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Lands' End, Inc.
and subsidiaries as of February 1, 2002, and January 26, 2001, and the results
of their operations and their cash flows for each of the three years in the
period ended February 1, 2002, in conformity with accounting principles
generally accepted in the United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 8, 2002
47
Part II continued
Item 9. Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure
On March 25, 2002, the Board of Directors of Lands' End, Inc. ("the Company")
and its Audit Committee dismissed Arthur Andersen LLP ("Arthur Andersen") as the
Company's independent public accountants and engaged Ernst & Young LLP ("Ernst &
Young") to serve as the Company's independent public accountants for the fiscal
year ending January 31, 2003, effective upon the filing by the Company of this
Annual Report on Form 10-K for the fiscal year ended February 1, 2002. The
Company is seeking shareholder ratification at the Company's 2002 Annual
Meeting of Shareholders to be held in May, 2002.
Arthur Andersen's reports on the Company's consolidated financial statements for
each of the fiscal years ended February 1, 2002, January 26, 2001 and
January 28, 2000 did not contain an adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or
accounting principles.
During the fiscal years ended February 1, 2002, January 26, 2001 and
January 28, 2000 and through the date hereof, there were no disagreements with
Arthur Andersen on any matter of accounting principle or practice, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
Arthur Andersen's satisfaction, would have caused Arthur Andersen to make
reference to the subject matter in connection with their report on the
Company's consolidated financial statements for such years. There were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K during the
period mentioned in the prior sentence.
The Company provided Arthur Andersen with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated April 12,
2002, stating its agreement with such statements.
During the fiscal years ended February 1, 2002 and January 26, 2001 and through
the date hereof, the Company did not consult Ernst & Young with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.
48
Part III
Item 10. Directors and Executive Officers of the Registrant
The information required by this item with respect to directors of the
company is incorporated herein by reference to pages 1 through 5 of
the Lands' End, Inc. Notice of 2002 Annual Meeting and Proxy Statement
filed April 12, 2002 (the "Proxy Statement").
The information required by this item with respect to executive
officers of the company is included on pages 11 and 12 in Part I of
this Form 10-K report.
Item 11. Executive Compensation
The information required by this item is incorporated herein by
reference to pages 7 through 10 of the Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by this item is incorporated herein by
reference to page 12 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated herein by
reference to pages 2, 3, 9 and 10 of the Proxy Statement.
49
PART IV.
Item 14. Exhibits, Consolidated Financial Statement Schedules and Reports
on Form 8-K
(a) 1. Consolidated Financial Statements
See index on page 2.
2. Exhibits
Table Exhibit
Number Description Number
------ ----------- -------
(23) Consent of Arthur Andersen LLP 1
(99) Letter from Registrant to the 1
Securities and Exchange Commission
relating to Arthur Andersen LLP
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during the
three-month period ended February 1, 2002.
1. Form 8-K filed on November 14, 2001, announcing the
company's third quarter results for the period ended
October 26, 2001.
2. Form 8-K filed on January 17, 2002, announcing
the company's holiday results for the period ended
December 28, 2001.
50
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized on April 12, 2002.
LANDS' END, INC.
By /s/ DONALD R. HUGHES
---------------------------
Donald R. Hughes
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities shown, as of April 12, 2002.
/s/ GARY C. COMER Chairman of the Board and Director
---------------------------
Gary C. Comer
/s/ RICHARD C. ANDERSON Vice Chairman of the Board and Director
---------------------------
Richard C. Anderson
/s/ DAVID F. DYER Chief Executive Officer and Director
---------------------------
David F. Dyer
/s/ RICHARD C. MARCUS Director
---------------------------
Richard C. Marcus
/s/ PAUL D. SCHRAGE Director
---------------------------
Paul D. Schrage
/s/ ELIOT WADSWORTH, II Director
---------------------------
Eliot Wadsworth, II
/s/ CHERYL FRANCIS Director
---------------------------
Cheryl Francis
51
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTARY SCHEDULE
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in the Lands'
End, Inc. annual report to shareholders included in this Form 10-K and have
issued our report thereon dated March 8, 2002. Our audit was made for the
purpose of forming an opinion on those statements taken as a whole. The
schedule on page 53 of this Form 10-K is the responsibility of the company's
management and is presented for the purpose of complying with the Securities
and Exchange Commission's rules and is not part of the basic consolidated
financial statements. This schedule has been subjected to the auditing
procedures applied in the audit of the basic consolidated financial statements
and, in our opinion, fairly states in all material respects the financial data
required to be set forth therein in relation to the basic consolidated
financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 8, 2002
52
LANDS' END, INC. & SUBSIDIARIES
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(Dollars in thousands)
Balance, Amounts Write-Offs Balance,
Beginning Charged to Against End of
of Period Net Income Reserve Period
--------- ---------- ------- ------
Reserve for Returns:
Fiscal Year Ended
February 1, 2002 $ 9,061 $241,652 $241,329 $ 9,384
======= ======== ======== ========
Fiscal Year Ended
January 26, 2001 $ 7,869 $230,145 $228,953 $ 9,061
======= ======== ======== ========
Fiscal Year Ended
January 28, 2000 $ 7,193 $210,393 $209,717 $ 7,869
======= ======== ======== ========
53
LIST OF DOCUMENTS INCORPORATED BY REFERENCE
In addition to the exhibits filed with this report, the exhibits listed
below have been heretofore filed with the Securities and Exchange
Commission as exhibits to the company's registration statement on Form S-8
(File No. 033-63461) and on Form S-1 (File No. 33-08217) or to other filings
with the Commission and are incorporated herein as exhibits by reference,
pursuant to Rule 24 of the SEC Rules of Practice. The exhibit number of the
document so filed is stated next to the description of such exhibit. The file
number for all other documents is 1-9769.
Table Description Exhibit Doc
Number of Item Number Desc
------ ----------- ------- ----
(3) Articles of Incorporation and By-laws:
Certificate of Incorporation of the company, 1 S-1
as amended through October 3, 1986
Amendment to Certificate of Incorporation of 4 10-Q
the company, dated May 20, 1994 July 1994
Amended and Restated By-laws of the company 2 10-K
1993
(4) Equity Instrument and Agreements relating
to Debt Obligations:
Form of Stock Certificate to evidence the 1 10-Q
Common stock Aug 1990
First Amendment to the Lands' End 2 S-8
Retirement Plan Oct 1995
(10) Material Contracts:
Annual Incentive Plan and Long-Term Proxy
Incentive Plan 1996
Amended and Restated Stock Option Plan Proxy
of the company dated March 18, 2002 2002
Amended and Restated Non-Employee Director 1 10-K
Stock Option Plan on February 5, 2001 2001
Director Stock Grant Plan Proxy
2001
Form of Director Deferred Compensation 1 10-Q
Agreement July 1995
Amended and Restated Statement of Corporate 2 10-K
Policy regarding Transactions in 2001
Securities on January 12, 2001
54
Table Description Exhibit Doc
Number of Item Number Desc
------ ----------- ------- -----
(13) Annual Report to Shareholders for the fiscal 10-K
Year ended January 26, 2001 2001
(16) Letter from Arthur Andersen LLP to the 1 8-K/A
Securities and Exchange Commission dated April 2002
April 12, 2002
(99) Charter of the Audit Committee of the Board of Proxy
Directors 2001
Statement of Board Policy regarding Corporate Proxy
Governance 2001
55
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our reports included in this Form 10-K into the Company's previously filed
Registration Statement on Form S-8 (File No. 033-63461).
/s/ ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
April 12, 2002
Exhibit 99
Lands' End, Inc.
Lands End Lane
Dodgeville, WI 53595
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
April 12, 2002
Ladies and Gentlemen:
This will confirm that Lands' End, Inc. (the "Company") has received a letter
from Arthur Andersen LLP ("Arthur Andersen") with respect to Arthur Andersen's
audit of the Company's consolidated financial statements for the year ended
February 1, 2002. Arthur Andersen's letter certifies that the audit was
subject to Arthur Andersen's quality control system for the U.S. accounting and
auditing practice to provide reasonable assurance that the engagement was
conducted in compliance with professional standards, that there was appropriate
continuity of Arthur Andersen personnel working on the audit, availability of
national office consultation, and availability of personnel at foreign
affiliates of Arthur Andersen to conduct the relevant portions of the audit.
Very truly yours,
Donald R. Hughes
Senior Vice President and
Chief Financial Officer