UNITED STATES
SECURITIES AND EXCHANGE COMMISSION PRIVATE
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 JANUARY 26, 2001
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 23, 2001, the aggregate market value of the Common Stock of the
registrant held by non-affiliates of the registrant was $324,873,794.
The number of shares of Common Stock ($0.01 par value) outstanding as of
March 23, 2001, was 29,375,472.
DOCUMENTS INCORPORATED BY REFERENCE
Documents Form 10-K Reference
--------- -------------------
Notice of 2001 Annual Meeting and Part III, Items 10,
Proxy Statement dated April 16, 2001 11, 12 and 13
Lands' End, Inc. & Subsidiaries
Index To
Annual Report On Form 10-K
For Year Ended January 26, 2001
Part I. Page
Item 1. Business ............................................. 3-10
Executive Officers of the Registrant ................. 10-11
Item 2. Properties ........................................... 12
Item 3. Legal Proceedings .................................... 13
Item 4. Submission of Matters to a Vote of Security Holders .. 13
Part II
Item 5. Market for Registrant's Common Equity and Related
Shareholder Matters ................................ 14
Item 6. Selected Consolidated Financial Data ................. 15
Item 7. Management's Discussion and Analysis of Consolidated
Financial Condition and Results of Operations ...... 16-26
Item 8. Consolidated Financial Statements and Supplementary
Data ............................................... 27-48
Item 9. Changes in and Disagreements on Accounting and
Consolidated Financial Disclosure................... 49
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
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PART I.
Item 1. Business
Lands' End, Inc., the company, is a leading direct marketer of traditionally
styled, casual clothing for men, women and children, accessories, domestics,
shoes and soft luggage. The company strives to provide 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 (which has grown from $61 million in fiscal 1999 to
$218 million in fiscal 2001), its international businesses, and its outlet
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.
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.
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 269 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.
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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 "First Person" for women and
"Lands' End for Men" (formally Beyond Buttondowns). During fiscal 2001, the
company mailed 13 issues of its regular monthly (primary) catalog with an
average of 167 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, 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
clearance catalogs and two additional holiday 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 identifies prospective new
customers through its national advertising campaign.
The company mails two catalogs featuring casual and tailored clothing for the
workplace, First Person and Lands' End for Men. In fiscal 1994, the company
introduced Textures, which was revamped as First Person Singular in fiscal
1997 and renamed First Person in fiscal 2000. First Person features women's
fine casual and tailored clothing and accessories suitable for the workplace.
Beyond Buttondowns was introduced in fiscal 1991, and renamed Lands' End for
Men in fiscal 2001. Lands' End for Men offers fine casual and tailored
clothing and accessories for men. In fiscal 2001, the company mailed five
issues of its First Person catalog and six issues of its Lands' End for Men
catalog.
Specialty Segment
The specialty business segment consists of Corporate Sales (which includes
school uniforms), Kids and Coming Home catalogs. The specialty catalogs have
been developed over the years to target specific needs for additional
merchandise identified by customers.
In fiscal 1994, Corporate Sales, the company's business-to-business catalog,
was introduced. Corporate Sales 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, Corporate Sales launched its transaction-enabled Web site. Corporate
Sales 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 will
open in late summer of 2001 in Stevens Point, Wisconsin, and will serve as a
satellite center to the Corporate Sales' main operation in Dodgeville,
Wisconsin, as well as other functions. The facility will consist of a phone
center, management offices, embroidery design and production area and
warehouse space. In fiscal 2001, the company mailed four issues of its
Corporate Sales catalog, and two issues of its school uniform catalog.
Since fiscal 1991, the Kids catalog has offered a collection of comfortable,
casual clothing for children. In fiscal 2001, the company mailed seven
issues of its Kids catalog.
4
Since fiscal 1991, the Coming Home catalog offers domestic products,
primarily bedding and bath items. In fiscal 2001, the company mailed six
issues of its Coming Home catalog.
International Segment (Foreign Based Operations)
The international business segment consists of foreign-based operations
located in Japan, Germany and the United Kingdom. Catalogs mailed in these
countries are written in the local languages and denominated in local
currencies. In the fall of fiscal 2000, the company launched local Web sites
in Japan, Germany and the United Kingdom in their respective local currencies
and native language. In the fall of fiscal 2001, additional full-service
e-commerce Web sites were launched in Ireland, France and Italy.
In September 1991, the company launched its first United Kingdom (U.K.)
catalog. In August 1993, the company opened a leased telephone order and
distribution center in Oakham, England, which allowed the company to fill
orders locally and greatly reduce delivery time to U.K. customers.
Construction of a new phone and distribution center in Oakham was completed
in the summer of 1998. During fiscal 2001, the company mailed nine issues of
the regular monthly U.K. catalog, plus two abridged issues to prospective
customers in the U.K.
In fall 1994, the company launched operations in Japan. During fiscal 2001,
the company mailed eight issues of the Japanese catalog. During fiscal 1998,
the company's phone center and administrative office moved to a larger
facility in Yokohama. The distribution center moved to Fujieda from Maebashi
in fiscal 1997 to accommodate future growth. Packages are delivered from
this warehouse in Fujieda, which is managed by Lands' End's employees.
In August 1996, the company launched its first German catalog. During fiscal
2001, the company mailed eight issues of the German catalog. The company's
phone center and administrative functions operate from its offices in
Mettlach, Germany. Orders are packed and shipped from the Lands' End
distribution center in Oakham, England.
Financial Information about business segments
See Note 12 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 site. The Internet has allowed the company to attract new customers
and better serve existing customers. About 17 percent of our Internet buyers
are totally new to Lands' End and an additional seven percent of Internet
sales come from people on our mailing list making their first purchase. The
company offers online shopping, and other services to its customers on its
user-friendly Web site, landsend.com. According to the National Retail
Federation, landsend.com is the largest seller of apparel online.
5
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 new 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.
My Personal Shopper (MPS), which debuted in November 2000, is a patent-
pending recommendations engine from Lands' End that provides shoppers product
suggestions based on personal preferences, not simply past purchases. Saving
shoppers time and effort when selecting clothing online, MPS replicates the
experience of having an expert personal shopper who can suggest products that
best match a shopper's unique preferences. The high level of personalization
is achieved using a technique known as conjoint analysis, the first use of
this technique by an online retailer. This stand-alone feature makes it fun,
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.
In December 2000, Lands' End transferred My Personal Shopper's (MPS) patent
application, along with certain technology and intellectual property rights
associated with MPS, to QuickDog, Inc., a San Franciso-based company. In
return, the company received a minority ownership interest in QuickDog.
6
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 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. Last year,
FORTUNE(R) magazine's Technology Guide for the 2000/2001 holiday season named
landsend.com as one of the notable Web sites to shop. Notable Web sites were
chosen based on their level of comfort and convenience offered to shoppers.
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.
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
2001, the company's mailing list consisted of about 31 million names.
Approximately 6.7 million current buyers have made at least one purchase from
the company within the last 12 months, and 11.2 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 2000 indicated that approximately 47 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, 12 national cable television networks, and 26
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 Corporate Sales division, which sells
embroidered products on a business-to-business basis, is promoted via 12
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.
7
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.
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 adult soft luggage, polartec
bedding, pet products, and polartec kids products 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 2001, the company had purchase orders for merchandise from
about 360 domestic and foreign manufacturers, including intermediaries
(agents). One manufacturer and one intermediary accounted for about 13
percent and 15 percent of the company's purchase order dollars, respectively,
in fiscal 2001. 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 2001, 70 percent of our merchandise was imported, mainly from Asia,
Central America, Mexico, South America and Europe. The remaining 30 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 catalog 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 six 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
8
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
three U.S. telephone centers are located in Dodgeville, Cross Plains and
Reedsburg, 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
permits 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.
Domestically, orders are generally 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 11 percent, 12 percent and 10 percent of net
merchandise sales in fiscal 2001, 2000 and 1999, respectively. A majority of
liquidation sales were made through catalogs and other print media. The
balance was sold principally through the company's Web sites and its outlet
and inlet retail stores.
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 PERIOD(R)), 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, which 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
9
retailers in an environment of rapidly changing prices. In the future, e-
commerce growth should continually reduce lead times that are required by
catalogs and decrease operating costs incurred in creating, printing and
mailing catalogs.
Trademarks
The company uses the trademarks of "Lands' End" and "Coming Home" on products
and catalogs. Some of the trademarks used in the catalogs include
"Super-T" shirts, "Squall" jackets and "Drifter" sweaters. "Lands' End
Live," "Shop with a Friend," "Oxford Express" and "Your Personal Model" are
trademarks associated with personalized customer services offered through the
company's Web site. With the exception of "Lands' End" and "Coming Home,"
the company believes that loss or abandonment of any particular trademark
would not significantly affect its business.
Seasonality of Business
The company's business is highly seasonal. Historically, a disproportionate
amount of the company's net sales and a majority of its profits have been
realized during the fourth quarter. If the company's sales were materially
different from seasonal norms during the fourth quarter, the company's annual
operating results could be materially affected. In addition, as the company
continues to refine its marketing efforts by experimenting with the timing of
its catalog mailings, 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 7,400 to 9,800 individuals in fiscal 2001. During the peak
winter season of fiscal 2001, nearly 5,100 of the company's approximately
9,800 employees were temporary employees.
Executive Officers of the Registrant
The following are the executive officers of the company:
David F. Dyer, 50, 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.
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Jeffrey A. Jones, 54, 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 recently sold to Merck, Inc. Mr. Jones spent 13 years
with Arthur Andersen & Co. His career includes Chief Financial and Chief
Operating Officer positions with various companies, including retail.
Lee Eisenberg, 53, 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.
Mindy Meads, 48, 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.
Stephen A. (Chip) Orum, 54, was Executive Vice President and Chief Financial
Officer until January 31, 2001. Mr. Orum joined the company as Vice
President and Chief Financial Officer in June 1991, and was appointed Senior
Vice President and Chief Financial Officer in February 1993, and became
Executive Vice President and Chief Operating Officer in addition to Chief
Financial Officer in October 1994. From 1994 until January 1999, Mr. Orum
served as Executive Vice President and Chief Operating Officer.
Donald R. Hughes, 40, is Senior Vice President and Chief Financial Officer.
Mr. Hughes joined Lands' End in 1987 as Senior Staff Accountant. During his
14-year tenure with the company, he has served in various positions of
increasing responsibility, including Controller, Director of Financial
Services, and since 1996, Vice President of Finance. Prior to Lands' End,
Mr. Hughes spent two years with Arthur Andersen & Co. in Milwaukee, as an
auditor in their Small Business Division.
Francis P. Schaecher, 52, 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.
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.
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Item 2. Properties
The following table sets forth certain information of the company and its
subsidiaries relating to their principal facilities as of January 26, 2001.
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 and Springfield Leased
Minnesota:
Inlet (2) stores in Richfield and Minnetonka
and Woodbury Leased
Travelers Inlet Store (3) at the Minneapolis/
St. Paul International Airport Leased
New York:
Inlet (2)-store in Rochester Leased
International Properties:
United Kingdom:
Warehouse, phone center, outlet store, and offices
in Oakham Owned
Outlet store in Maidenhead, Bishop Centre
Shopping Center 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
Portugal:
Sourcing office in Maia Leased
The company believes that its facilities are in good condition, well
maintained and suitable for their intended uses.
(1) Completion of the new facility in Stevens Point, Wisconsin, for the
expansion of the Corporate Sales business and other functional areas
is expected in late summer of 2001.
12
(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.
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 January 26, 2001.
13
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 Note 14 "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 23, 2001, (the record date) was $27.90 per share.
Shareholders
As of March 23, 2001, the number of shareholders of record of common stock of
the company was 1,927. 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 2001, 2000 and 1999.
14
Item 6. Selected Consolidated Financial Data
FIVE-YEAR CONSOLIDATED FINANCIAL SUMMARY (unaudited)
Lands' End, Inc. & Subsidiaries
(In thousands, except for share data)
Fiscal Year 2001 2000 1999 1998 1997
Income statement data:
Total revenue (1) $1,462,283 $1,416,886 $1,466,121 $1,346,687 $1,193,588
Pretax income 55,011 76,244 49,500 101,825 84,919
Percent to net sales 3.8% 5.4% 3.4% 7.6% 7.1%
Net income 34,657 48,034 31,185 64,150 50,952
Per share of common stock:
Basic earnings per share $1.15 $1.60 $1.02 $2.01 $1.54
Diluted earnings per share $1.14 $1.56 $1.01 $2.00 $1.53
Cash dividends per share
Common shares outstanding 29,276 30,149 30,142 30,979 32,442
Balance sheet data:
Current assets $ 321,685 $ 289,408 $ 294,303 $ 299,146 $ 272,039
Current liabilities 178,874 150,872 205,283 182,013 145,566
Property, plant, equipment
and intangibles, net 185,944 166,788 161,616 134,326 106,006
Total assets 507,629 456,196 455,919 433,472 378,045
Noncurrent liabilities 14,567 9,117 8,133 8,747 9,474
Shareholders' investment 314,188 296,207 242,503 242,712 223,005
Other data:
Net working capital $ 142,811 $138,536 $ 89,020 $117,133 $ 126,473
Capital expenditures 44,553 28,013 46,750 48,228 17,992
Depreciation and
amortization expense 23,432 20,715 18,731 15,127 13,558
Return on average
shareholders' investment 11% 18% 13% 28% 24%
Return on average assets 7% 11% 7% 16% 15%
(1) Total revenue includes net merchandise sales and shipping and handling revenue,
as required under EITF 00-10.
15
Item 7. Management's Discussion and Analysis of Consolidated Financial
Condition and Results of Operations
Management's Discussion and Analysis
Fiscal 2001 was a year during which we've seen the results of our
strategic initiatives of the last two years take hold. Sales momentum
picked up towards the end of the third quarter and continued strongly
through our all-important holiday season, and we reported a double-digit
increase in both revenue and earnings for the fourth quarter. This
success enabled us to complete the year with an annual 3.2 increase in
total revenue, but a 27.8 percent decrease in earnings, mainly due to the
weakness of the first nine months. Our strong finish for the year was
gratifying in the face of a difficult economy.
Consolidated statements of operations presented as a percentage of total
revenue:
For the period ended
-------------------------------------
January 26, January 28, January 29,
2001 2000 1999
Net merchandise sales 92.7% 93.1% 93.5%
Shipping and handling revenue 7.3 6.9 6.5
Total revenue 100.0 100.0 100.0
Cost of sales 49.8 51.3 51.5
Shipping and handling costs 7.7 7.1 6.5
Total cost of sales 57.5 58.4 58.0
Gross profit 42.5 41.6 42.0
Selling, general and
administrative expenses 38.3 36.2 37.1
Non-recurring charge (credit) - (0.2) 0.8
Income from operations 4.2 5.6 4.1
Interest income (expense), net 0.1 (0.1) (0.5)
Other (0.5) (0.1) (0.2)
Income before income taxes 3.8 5.4 3.4
Income tax provision 1.4 2.0 1.3
Net income 2.4% 3.4% 2.1%
The company adopted the Financial Accounting Standards Board's (FASB)
Emerging Issues Task Force "Accounting for Shipping and Handling Fees and
Costs" (EITF00-10) in the fourth quarter of fiscal 2001. All periods
presented have been restated to reflect this on a consistent basis (See
Note 1.)
16
Segment net merchandise sales (1)
Jan. 26, 2001 Jan. 28, 2000 Jan. 29, 1999
(Amounts in % of Net % of Net % of Net
millions) Amount Sales Amount Sales Amount Sales
Core $ 814 60 % $ 780 59 % $ 861 63 %
Specialty 408 30 % 397 30 % 364 27 %
International 133 10 % 143 11 % 146 10 %
Total net sales $1,355 100 % $1,320 100 % $1,371 100 %
(1) Shipping and handling revenue is not included.
Segment income (loss) before income taxes (2)
Jan. 26, 2001 Jan. 28, 2000 Jan. 29, 1999
(Amounts % of % of % of
in millions) Amount Revenue Amount Revenue Amount Revenue
Core $ 35 2.4 % $ 32 2.3 % $ 27 1.9 %
Specialty 28 1.9 % 43 3.0 % 23 1.6 %
International (1) (0.1)% 3 0.2 % 5 0.3 %
Other (7) (0.4)% (2) (0.1)% (5) (0.4)%
Income before
income taxes $ 55 3.8 % $ 76 5.4 % $ 50 3.4%
(2) Percentages are based on total revenue.
Results of operations for fiscal 2001, compared with fiscal 2000
Total revenue increased by 3.2 percent
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 year just ended 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 to $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 coed 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
last 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.
17
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, 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 $622 million, or 42.5 percent of
total revenue, compared with $590 million, or 41.6 percent of total
revenue, for the prior year. Merchandise gross profit margin rose 130
basis 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.
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 sales, 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.
18
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 to $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. No long-term debt was
outstanding at fiscal year-end 2001.
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 12.)
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 coed division
led the strong growth in the core business segment.
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.
19
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 associated with lower productivity of the catalogs.
International's decrease in income before income taxes was attributed
mainly to its sales decrease in Japan and currency issues.
Accounting standards
The company adopted EITF 00-10, "Accounting for Shipping and Handling
Fees and Costs" in the fourth quarter of fiscal 2001. Under its
provisions, shipping and handling charges billed to customers are now
recorded as part of total revenue, and shipping and handling costs are
now classified as part of cost of sales. Previously, all shipping and
handling revenue and costs were netted within selling, general and
administrative expenses. These reclassifications have no impact on
income from operations or net income, but they do have an impact on total
revenue, cost of sales, gross profit, and selling, general and
administrative expenses. (See Note 1.)
Results of operations for fiscal 2000, compared with fiscal 1999
Total revenue decreased by 3.4 percent
Total revenue for fiscal year 2000 totaled $1.417 billion, compared with
$1.466 billion in the prior year, a decrease of 3.4 percent. This
decrease was greater than anticipated, even with the planned reduction in
catalog pages mailed during the year. The specialty business segment had
the strongest performance for fiscal 2000, with sales up about 9 percent
to $396.5 million, due in large part due to the success of our Corporate
Sales business-to-business division, which accounted for about $140
million in sales. Sales for the core business segment were $780.1
million, down 9 percent from the prior year, due largely to an 18 percent
page circulation reduction. Sales for the international business segment
were $143.2 million, slightly down from $146 million last year. Lower
inventory levels throughout the year resulted in a first-time fulfillment
of about 88 percent.
20
Merchandise sales for November and December, the two most important
months of our critical holiday season, were down almost 15 percent from
the prior year. This was due principally to the planned strategy of
mailing fewer catalog pages to reduce unprofitable mailings, the
elimination of a full-size catalog at Thanksgiving time, and a lower
level of liquidation sales compared with the prior year when catalog
mailings and promotional pricing were aggressively increased to clear
excess inventory. In January, the company traditionally mails its
January full-price primary catalog, as well as an end-of-season clearance
catalog. In fiscal 2000, these two mailings were combined into one book,
with only a small presentation devoted to full-price merchandise,
resulting in a 30 percent page reduction and a 24 percent decline in
sales for the month of January.
Our Internet sales at landsend.com more than doubled in fiscal 2000, with
sales of $138 million, compared with $61 million in fiscal 1999. We
found that more than 20 percent of our Internet buyers were new to Lands'
End, and believe this channel will continue to be an important growth
opportunity for us.
Gross profit margin
Gross profit for the year just ended was $590 million, or 41.6 percent of
total revenue, compared with $616 million, or 42.0 percent of total
revenue, for the prior year. During the first nine months of fiscal
2000, gross profit margin ran well below the prior year, due primarily to
a higher level of liquidated merchandise sales at steeper markdowns.
However, in the fourth quarter, gross profit margin was strong due to
higher initial margins as a result of improved sourcing and the lower
level of liquidations. Liquidations were about 12 percent of net
merchandise sales in fiscal 2000, compared with 10 percent in the prior
year.
In fiscal 2000, the cost of inventory purchases was down 2.7 percent,
compared with inflation of 0.5 percent in fiscal 1999. This reduction
was a result of deflation, as well as more efficient negotiations with
our suppliers. As a result, the LIFO inventory reserve was reduced by
$5.9 million in fiscal 2000.
Selling, general and administrative expenses
Selling, general and administrative (SG&A) expenses decreased 5.7 percent
to $513 million in fiscal 2000, compared with $544 million in the prior
year. The decrease was due to a reduction in the number of catalog pages
mailed, somewhat offset by relatively higher fulfillment costs. As a
percentage of sales, SG&A was 36.2 percent in fiscal 2000 and 37.1
percent in the prior year. The decrease in the SG&A ratio was primarily
the result of the reduction in the number of pages mailed and greater
overall catalog productivity (sales per page). The number of full-price
catalogs mailed totaled 236 million in fiscal 2000, down 9 percent from
the prior year, while the total number of pages mailed decreased by about
17 percent.
The cost of producing and mailing catalogs represented about 38 percent
and 43 percent of total SG&A in fiscal 2000 and 1999, respectively.
21
Depreciation and amortization expense was $20.7 million, up 10.6 percent
from the prior year, related primarily to additional computer hardware
and software, and buildings. Rental expense was $15.5 million, down 0.8
percent from fiscal 1999, as a result of three store closings.
Credit lines and capital expenditures
Inventory decreased to $162 million in fiscal 2000, down 26 percent from
$220 million in the prior year. As a result of lower inventory levels
and reduced purchases of treasury stock, borrowing decreased under our
short-term lines of credit. Interest expense decreased to $1.9 million in
fiscal 2000, compared to $7.7 million in fiscal 1999. We spent $28
million in capital expenditures and purchased about $4.5 million in
treasury stock. Our lines of credit peaked at $53 million in fiscal
2000, compared with a peak of $257 million in the prior year. At January
28, 2000, the company's foreign subsidiaries had short-term debt
outstanding of $11.7 million and domestic operations had no outstanding
borrowings. No long-term debt was outstanding at fiscal year-end 2000.
Net income increased
Net income for fiscal 2000 was $48.0 million, up 54 percent from the
$31.2 million earned in fiscal 1999. Diluted earnings per share for the
year just ended were $1.56, compared with $1.01 per share for the prior
year. In the third and fourth quarters of fiscal 1999, the company had
after-tax non-recurring charges of $0.9 million and $7.0 million,
respectively, or $0.26 per share for the entire fiscal year. Fiscal 2000
included an addition to after-tax net income of $1.1 million, or $0.04
per share, from the reversal of a portion of that non-recurring charge.
Before the effect of these adjustments, net income for fiscal year 2000
was $46.9 million, or $1.52 per diluted share, compared with fiscal 1999
net income of $39.1 million, or $1.27 per share. The diluted weighted
average number of common shares outstanding was 30.9 million for fiscal
2000 and 30.8 million for fiscal 1999.
Segment results
The company has three business segments consisting of Core (regular
monthly and prospecting catalogs, First Person, and Beyond
Buttondowns),Specialty (Kids, Corporate Sales, and Coming Home
catalogs)and International (foreign-based operations in Japan, United
Kingdom and Germany). "Other" includes corporate expenses, intercompany
eliminations, other income and deduction items that are not allocated to
segments (See Note 12.)
The core segment's net merchandise sales were $780.1 million or 59
percent of net merchandise sales in fiscal 2000, which represent a
decrease of $80.8 million from the prior year. Within the core segment,
sales from the monthly and prospecting full-price catalogs were down from
the prior year due principally to a planned reduction in circulation and
pages mailed. Total pages circulated were down 18 percent in the core
segment.
The specialty segment's net merchandise sales were $396.5 million or 30
percent of total net merchandise sales in fiscal 2000, which represents
an increase of $31.9 million from the prior year. This sales increase
was mainly from our Corporate Sales business-to-business division.
22
The international segment's net merchandise sales were $143.2 million or
11 percent of total net merchandise sales in fiscal 2000, which
represents a decrease of $2.7 million from the prior year. The decrease
was due mainly to lower sales for the United Kingdom and Japan.
Income (loss) before income taxes for the segments were: core increased
by $5.1 million to $32.4 million in fiscal 2000 from $27.3 million in the
prior year; specialty increased by $20.2 million to $43.2 million in
fiscal 2000 from $23.0 million in the prior year; and international
decreased by $2.0 million to $2.7 million in fiscal 2000 from $4.7
million last year. The core and specialty segments' increase in income
before income taxes was primarily the result of the company's strategy to
reduce circulation and focus on catalog productivity. In addition, both
core and specialty segments incurred non-recurring credits of $0.5
million and $1.3 million, respectively. This compares to fiscal 1999
non-recurring charges of $7.6 million and $5.0 million allocated to core
and specialty, respectively. International's decrease in income before
income taxes was attributed mainly to its sales decrease in the United
Kingdom and Japan.
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 timing of our catalog
mailings, quarterly results may fluctuate.
Nearly 37 percent of our total revenue came in the fourth quarter of
fiscal 2001, compared to about 34 percent in fiscal 2000. Approximately
92 percent and 59 percent of before-tax profit was realized in the fourth
quarter of fiscal 2001 and 2000, 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. Our
principal need for working capital has been to meet peak inventory
requirements associated with our seasonal sales pattern. In addition,
our resources have been used to make asset additions and purchase
treasury stock. As of January 26, 2001, the company has unsecured
domestic credit facilities totaling $200 million. As of January 26,
2001, the only utilization of this facility was $36 million of
outstanding letters of credit. The company also maintains foreign credit
lines for use in foreign operations totaling the equivalent of
approximately $45 million, of which $16.9 million was used at January 26,
2001.
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 1.1 million, 0.1 million and 1.1 million shares have been
purchased in the fiscal years ended January 26, 2001, January 28, 2000
and January 29, 1999, respectively. As of January 26, 2001, 12.7 million
shares have been purchased, and there is a balance of 2.0 million shares
authorized to be purchased by the company from time to time.
23
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 $45 million in fiscal 2001. Information
technology was the major focus of our investments.
In the coming year, we plan to invest between $45 million and $50 million
in capital expenditures, investing primarily in our information
technology and completing our Stevens Point, Wisconsin facility. 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 the United Kingdom, Japan, and Germany 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.
As of January 26, 2001, the company had net outstanding foreign currency
forward contracts totaling about $77 million and options totaling $16
million. Based on the anticipated cash flows and outflows for the next 12
months and the foreign currency derivative instruments in place at January
26, 2001, a hypothetical 10 percent strengthening of the U.S. dollar
relative to all other currencies would adversely affect the expected fiscal
2002 cash flows by $0.7 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 January 26,
2001, the company had no outstanding financial instruments related to its
debt or investments. At January 26, 2001, 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.
24
Possible future changes
A 1992 Supreme Court decision confirmed that the Commerce Clause of the
United States Constitution prevents a state from requiring the collection
of its use tax by a mail order company unless the company has a physical
presence in the state. However, there continues to be uncertainty due to
inconsistent application of the Supreme Court decision by state and
federal courts. The company attempts to conduct its operations in
compliance with its interpretation of the applicable legal standard, but
there can be no assurance that such compliance will not be challenged.
In recent challenges, various states have sought to require companies to
begin collection of use taxes and/or pay taxes from previous sales. The
company has not received assessments from any state. The amount of
potential assessments, if any, can not 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. Congress has from time to time
considered proposals for such legislation. The company anticipates that
any legislative change, if adopted, would be applied only on a
prospective basis.
In October 1998, The Internet Tax Freedom Act was signed into law. Among
the provisions of this Act is a three-year moratorium on multiple and
discriminatory taxes on electronic commerce. An Advisory Commission was
appointed to study electronic commerce tax issues and submitted its final
report to Congress on April 3, 2000. Among other recommendations, the
majority of the Advisory Commission favored the extension of the
moratorium for an additional five years, until 2006, and greater
uniformity and simplification of the state sales and use tax systems.
Following the Advisory Commission's final report, there have been several
initiatives at the congressional and state levels to implement the
recommendations of the Advisory Commission or otherwise adjust the
current sales and use tax laws and policies. We continue to monitor this
activity and its potential effect on the company's collection
obligations.
Business outlook
We are taking a conservative approach to our business in light of the
uncertainty in the U.S. economy, particularly as seen in the retail
environment. For fiscal 2002, a 53-week year that will end on February
1, 2002, the company expects that sales will increase in the single-digit
range, and we expect gross profit margin to show continued improvement.
As a result, we expect an increase in diluted earnings per share of at
least 20 percent for the year as a whole.
As described later in our statement regarding forward-looking
information, our business's profit level is sensitive to many factors,
including changes in sales volume, which are difficult for us, like most
retailers, to accurately predict.
25
Statement regarding forward-looking information
Statements in this report (including, but not limited to, Management's
Discussion and Analysis) that are not historical, including, without
limitation, statements regarding our plans, expectations, assumptions,
and estimations for fiscal 2002, gross profit margin, and earnings, as
well as anticipated sales trends and future development of our business
strategy, are considered forward-looking in this report. 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
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 Corporate Sales 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 Statement of Operations
Lands' End, Inc. & Subsidiaries
(In thousands, except per share data)
For the period ended
-----------------------------------
January 26, January 28, January 29,
2001 2000 1999
Revenue:
Net merchandise sales $1,354,974 $1,319,823 $1,371,375
Shipping and handling revenue 107,309 97,063 94,746
Total revenue 1,462,283 1,416,886 1,466,121
Cost of sales:
Cost of merchandise sales 728,446 727,291 754,661
Shipping and handling costs 112,158 99,791 95,368
Total cost of sales 840,604 827,082 850,029
Gross profit 621,679 589,804 616,092
Selling, general and
administrative expenses 560,019 512,647 543,824
Non-recurring charge (credit) - (1,774) 12,600
Income from operations 61,660 78,931 59,668
Other income (expense):
Interest expense (1,512) (1,890) (7,734)
Interest income 2,244 882 16
Other (7,381) (1,679) (2,450)
Total other expense, net (6,649) (2,687) (10,168)
Income before income taxes 55,011 76,244 49,500
Income tax provision 20,354 28,210 18,315
Net income $ 34,657 $ 48,034 $ 31,185
Basic earnings per share $ 1.15 $ 1.60 $ 1.02
Diluted earnings per share $ 1.14 $ 1.56 $ 1.01
Basic weighted average shares
outstanding 30,047 30,085 30,471
Diluted weighted average shares
outstanding 30,422 30,854 30,763
The accompanying notes to consolidated financial statements are an
integral part of these consolidated statements.
27
Consolidated Balance Sheets
Lands' End, Inc. & Subsidiaries
January 26, January 28,
(In thousands) 2001 2000
Assets
Current assets:
Cash and cash equivalents $ 75,351 $ 76,413
Receivables, net 19,808 17,753
Inventory 188,211 162,193
Prepaid advertising 17,627 16,572
Other prepaid expenses 9,715 5,816
Deferred income tax benefits 10,973 10,661
Total current assets 321,685 289,408
Property, plant and equipment, at cost:
Land and buildings 104,815 102,776
Fixtures and equipment 103,866 102,886
Computer hardware and software 99,979 73,024
Leasehold improvements 4,630 4,453
Construction in progress 4,289 -
Total property, plant and equipment 317,579 283,139
Less-accumulated depreciation
and amortization 132,286 117,317
Property, plant and equipment, net 185,293 165,822
Intangibles, net 651 966
Total assets $ 507,629 $ 456,196
Liabilities and shareholders' investment
Current liabilities:
Lines of credit $ 16,940 $ 11,724
Accounts payable 96,168 74,510
Reserve for returns 9,061 7,869
Accrued liabilities 41,135 43,754
Accrued profit sharing 2,357 2,760
Income taxes payable 13,213 10,255
Total current liabilities 178,874 150,872
Deferred income taxes 14,567 9,117
Shareholders' investment:
Common stock, 40,221 shares issued 402 402
Donated capital 8,400 8,400
Additional paid-in capital 31,908 29,709
Deferred compensation (121) (236)
Accumulated other comprehensive income 5,974 2,675
Retained earnings 489,087 454,430
Treasury stock, 10,945 and 10,071
shares at cost, respectively (221,462) (199,173)
Total shareholders' investment 314,188 296,207
Total liabilities and shareholders'
investment $ 507,629 $ 456,196
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 30, 1998 $402 $8,400 $26,457 $(1,047) $875 $375,211 $(167,586) $242,712
Purchase of treasury stock - - - - - - (35,557) (35,557)
Issuance of treasury stock - - - - - - 1,845 1,845
Tax benefit of stock
options exercised - - 537 - - - - 537
Deferred compensation expense - - - 653 - - - 653
Comprehensive income:
Net income $31,185 - - - - - 31,185 - 31,185
Other comprehensive income:
Foreign currency translation
adjustments 1,128 - - - - 1,128 - - 1,128
Comprehensive income $32,313 ____ ______ _______ _______ ______ ________ _________ ________
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
Other comprehensive income:
Foreign currency translation
adjustments 92 - - - - 92 - - 92
Unrealized gain on forward
contracts and options 580 - - - - 580 - - 580
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
Other comprehensive income:
Foreign currency translation
adjustments (1,770) - - - - (1,770) - - (1,770)
Unrealized gain on forward
contracts and options 5,069 - - - - 5,069 - - 5,069
Comprehensive income $37,956 ____ ______ _______ _____ ______ ________ _________ ________
Balance, January 26, 2001 $402 $8,400 $31,908 $(121) $5,974 $489,087 $(221,462) $314,188
The accompanying notes to consolidated financial statements are an integral part of these consolidated statements
Consolidated Statements of Cash Flows
Lands' End, Inc. & Subsidiaries For the period ended
(In thousands) -----------------------------
Jan. 26, Jan. 28, Jan. 29,
2001 2000 1999
Cash flows from (used for) operating activities:
Net income $ 34,657 $ 48,034 $ 31,185
Adjustments to reconcile net income to net
cash flows from operating activities-
Non-recurring charge (credit) - (1,774) 12,600
Depreciation and amortization 23,432 20,715 18,731
Deferred compensation expense 115 158 653
Deferred income taxes 5,138 8,270 (5,948)
Loss on disposal of fixed assets 437 926 586
Changes in current assets and liabilities:
Receivables, net (2,055) 3,330 (5,640)
Inventory (26,018) 57,493 21,468
Prepaid advertising (1,055) 4,785 (2,844)
Other prepaid expenses (3,899) 1,773 (2,504)
Accounts payable 21,658 (13,412) 4,179
Reserve for returns 1,192 676 1,065
Accrued liabilities (1,091) (7,664) 6,993
Accrued profit sharing (403) 504 (2,030)
Income taxes payable 2,958 (4,323) (5,899)
Tax benefit of stock options 2,199 2,715 537
Other 3,299 672 1,128
Net cash flows from operating activities 60,564 122,878 74,260
Cash flows from (used for) investing activities:
Cash paid for capital additions (44,553) (28,013) (46,750)
Net cash flows used for investing activities (44,553) (28,013) (46,750)
Cash flows from (used for) financing activities:
Proceeds from (payment of) short-term debt 5,216 (27,218) 6,505
Purchases of treasury stock (27,988) (4,516) (35,557)
Issuance of treasury stock 5,699 6,641 1,845
Net cash flows used for financing activities (17,073) (25,093) (27,207)
Net increase (decrease) in cash
and cash equivalents (1,062) 69,772 303
Beginning cash and cash equivalents 76,413 6,641 6,338
Ending cash and cash equivalents $ 75,351 $ 76,413 $ 6,641
Supplemental cash flow disclosures:
Interest paid $ 1,519 $ 1,890 $ 7,693
Income taxes paid 9,658 21,078 27,857
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 2001 ended on January 26, 2001,
fiscal 2000 ended on January 28, 2000 and fiscal 1999 ended on January
29, 1999. All three years were comprised of 52 weeks. Fiscal 2002 is a
53-week year ending on February 1, 2002.
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 provides a reserve for returns.
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 three 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 $16.6 million and $21.0 million
higher than reported at January 26, 2001 and January 28, 2000,
respectively.
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 $17.6 million
and $16.6 million as of January 26, 2001 and January 28, 2000,
respectively. Advertising expenses were $251.6 million, $225.0 million
and $262.9 million for fiscal years ended January 26, 2001, January 28,
2000 and January 29, 1999, respectively.
Depreciation
Depreciation expense is calculated using the straight-line method over
the estimated useful lives of the assets, which are 20 to 30 years for
buildings and land improvements and five to 10 years for leasehold
improvements and furniture, fixtures, equipment, and software. The
company provides one-half year of depreciation in the year of addition
and retirement.
Intangibles
Intangible assets consist primarily of trademarks that are amortized over
15 years on a straight-line basis.
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 January
26, 2001, the company had outstanding letters of credit of approximately
$36 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' equity. Gains and losses resulting from the translation of
foreign-denominated assets and foreign currency transactions are recorded
as other income and expense on the consolidated statements of operations.
For the years ended January 26, 2001, January 28, 2000 and January 29,
1999, losses of $5.8 million, $1.2 million and $1.9 million were recorded
as other expense on the consolidated statements of operations,
respectively. The loss recorded in fiscal 2001 resulted from the
significant weakening of the British Pound and Deutsche Mark against the
U.S. Dollar.
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 2001 presentation.
Accounting standards
In December 1999, the Securities and Exchange Commission released Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements". SAB 101 provides interpretive guidance on the
proper recognition, presentation and disclosure of revenues in financial
statements. As the company's revenue recognition policies previously
complied with generally accepted accounting principles and the related
interpretive guidance set forth in SAB 101, the adoption of SAB 101 did
not have a material impact on the company's consolidated financial
statements.
In May 2000, the Emerging Issues Task Force issued EITF 00-14,
"Accounting for Certain Sales Incentives" ("EITF 00-14"). The adoption
of EITF 00-14 did not have a material impact on the company's
consolidated financial statements.
In July 2000, the Emerging Issues Task Force issued EITF 00-10,
"Accounting for Shipping and Handling Fees and Costs". The company
adopted EITF 00-10 in the fourth quarter of fiscal 2001 and has restated
all comparative prior period financial statements. Under its provisions,
amounts billed to a customer in a sale transaction related to shipping
and handling represent revenue earned for the goods provided and should
be classified as sales revenue. Shipping and handling charges billed to
customers are now recorded as part of total revenue, and shipping and
handling costs are now classified as part of cost of sales. Previously,
all shipping and handling revenue and costs were netted within selling,
general and administrative expenses. These reclassifications have no
33
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
impact on income from operations or net income, but they do have an
impact on total revenue, cost of sales, gross profit and selling, general
and administrative expenses.
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
In December 2000, the company's board of directors authorized the
additional purchase of 2.0 million shares of the company's common stock,
increasing the total shares that have been authorized for purchase since
fiscal 1990 from 12.7 million to 14.7 million. A total of 12.7 million,
11.6 million and 11.4 million shares had been purchased as of January 26,
2001, January 28, 2000 and January 29, 1999, respectively.
Treasury stock activity in terms of shares was as follows:
For the period ended Jan. 26, 2001 Jan. 28, 2000 Jan. 29, 1999
Beginning balance 10,070,868 10,317,118 9,281,138
Purchase of stock 1,123,848 122,400 1,144,460
Issuance of stock (249,600) (368,650) (108,480)
Ending Balance 10,945,116 10,070,868 10,317,118
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):
Jan. 26, Jan. 28, Jan. 29,
2001 2000 1999
Net income $34,657 $48,034 $31,185
Basic weighted average shares of
common stock outstanding 30,047 30,085 30,471
Incremental shares from assumed
exercise of stock options 375 769 292
Diluted weighted average shares of
common stock outstanding 30,422 30,854 30,763
Basic earnings per share $ 1.15 $ 1.60 $ 1.02
Diluted earnings per share $ 1.14 $ 1.56 $ 1.01
34
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
As of January 26, 2001, 1,111,800 stock options were outstanding with
exercise prices ranging from $32.38 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 2001.
Stock awards and grants
The company has a restricted stock award plan. Under the provisions of
the plan, a committee of the company's board of directors may award
shares of the company's common stock to its officers and key employees.
Such shares vest over a five- 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 8,760 shares,
17,960 shares and 31,000 shares for the period ended January 26, 2001,
January 28, 2000, and January 29, 1999, respectively.
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, respectively.
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.
Activity under the stock option plans was as follows:
Average
Exercise Exercisable
Options Price Options
Balance at January 30, 1998 1,467,317 $21.42 350,107
Granted 1,874,000 $23.73
Exercised (108,480) $17.01
Forfeited (541,330) $22.35
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
35
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
The range of options outstanding as of January 26, 2001 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 2,087,300/1,184,200 $21.96/$19.48 8.5
$30.00-$44.99 1,044,717/164,767 33.34/ 33.56 8.1
Over $45.00 278,000/13,500 54.63/ 57.88 9.0
3,410,017/1,362,467 $28.11/$21.56 8.4
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; options granted under the Non-Employee Director Stock Option Plan
vest 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, $0.2 million and $0.7 million in fiscal 2001, 2000 and 1999,
respectively. These compensation costs are recorded in deferred
compensation in the shareholders' investment section of the consolidated
balance sheets.
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, Jan. 26, Jan. 28, Jan. 29,
except per share data) 2001 2000 1999
Net income
As reported $34,657 $48,034 $31,185
Pro forma $28,253 $42,378 $26,429
Basic earnings per share
As reported $ 1.15 $ 1.60 $ 1.02
Pro forma $ 0.94 $ 1.41 $ 0.87
Diluted earnings per share
As reported $ 1.14 $ 1.56 $ 1.01
Pro forma $ 0.93 $ 1.38 $ 0.86
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.
36
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
The option grant fair values and assumptions used to determine such value
are as follows:
Options granted during 2001 2000 1999
Weighted average grant-date
fair value $18.42 $19.74 $11.21
Assumptions:
Risk-free interest rate 5.90% 5.58% 4.74%
Expected volatility 50.48% 38.55% 35.86%
Expected term (in years) 7.0 7.0 7.0
Note 3. Income taxes
Earnings before income taxes consisted of the following (in thousands):
2001 2000 1999
United States $ 60,203 $ 78,050 $ 44,499
Foreign (5,192) (1,806) 5,001
Total $ 55,011 $ 76,244 $ 49,500
The components of the provision for income taxes for each of the periods
presented are as follows (in thousands):
Period ended January 26, January 28, January 29,
2001 2000 1999
Current:
Federal $ 14,647 $ 19,984 $ 21,026
State 360 473 1,752
Foreign 209 (517) 1,485
Deferred 5,138 8,270 (5,948)
$ 20,354 $ 28,210 $ 18,315
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 January 26, January 28, January 29,
2001 2000 1999
Amount % Amount % Amount %
Tax at statutory
federal tax rate $19,254 35% $26,685 35% $17,325 35%
Foreign taxes (excess
over statutory rate) 389 1 22 - 263 -
State income taxes,
net of federal benefit 417 1 907 1 1,306 3
Tax credits & other 294 - 596 1 (579) (1)
$ 20,354 37% $28,210 37% $18,315 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.
37
Notes to Consolidated Financial Statements
Lands' End, Inc. & Subsidiaries
Temporary differences which give rise to deferred tax assets and
liabilities as of January 26, 2001 and January 28, 2000 are as follows
(in thousands):
Jan. 26, 2001 Jan. 28, 2000
Deferred tax assets:
Catalog advertising $ (4,628) $ (4,968)
Inventory 7,059 8,233
Employee benefits 4,615 4,231
Reserve for returns 3,353 2,912
Other 574 253
Total $ 10,973 $ 10,661
Deferred tax liabilities:
Depreciation $ 13,069 $ 8,581
Other 1,498 536
Total $ 14,567 $ 9,117
Note 4. Lines of credit
As of January 26, 2001, the company had unsecured domestic credit
facilities totaling $200 million. The only reduction of the facility was
about $36 million for outstanding letters of credit. There were no
outstanding borrowings under the credit facilities as of January 26, 2001
and January 28, 2000.
In addition, the company has unsecured lines of credit with various
foreign banks totaling the equivalent of approximately $45 million for
its wholly owned subsidiaries. There was $16.9 million outstanding at
January 26, 2001, compared with $11.7 million as of January 28, 2000.
The following table summarizes certain information regarding these short-
term borrowings:
(Dollars in millions) 2001 2000 1999
Maximum amount of borrowings $ 73 $ 53 $ 257
Average amount of borrowings $ 26 $ 33 $ 134
Weighted average interest rate
during year 4.67% 4.96% 5.77%
Weighted average interest rate
at year-end 4.62% 3.43% 5.42%
Note 5. Long-term debt
There was no long-term debt as of January 26, 2001 and January 28, 2000.
38
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Note 6. Leases
The company leases store and office space and equipment under various
leasing arrangements. The leases are accounted for as operating leases.
Total rental expense under these leases was $16.0 million, $15.5 million
and $15.6 million for the years ended January 26, 2001, January 28, 2000
and January 29, 1999, respectively.
Total future fiscal year commitments under these leases as of
January 26, 2001 are as follows (in thousands):
2002 $ 9,418
2003 7,389
2004 4,522
2005 1,729
2006 1,270
Thereafter 5,101
$29,429
Note 7. Retirement plan
The company has a retirement plan, which covers most regular employees
and provides for annual contributions at the discretion of the board of
directors. Also included in the plan is a 401(k) feature that allows
employees to make contributions, and the company matches a portion of
those contributions. Total expense provided under this plan was $5.3
million, $5.2 million and $4.8 million for the years ended January 26,
2001, January 28, 2000 and January 29, 1999, respectively.
Note 8. Postretirement benefits
In January 1998, the company implemented 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. The assets were contributed to
the plan in January 2001 and January 2000. 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 2001 and 2000:
(In thousands) 2001 2000
Change in benefit obligation:
Benefit obligation at beginning of year $ 5,394 $ 5,731
Service cost 649 767
Interest cost 428 385
Plan participants' contributions 22 16
Actuarial gain (loss) 733 (1,448)
Benefits paid (154) (57)
Benefit obligation at end of year $ 7,072 $ 5,394
Change in plan assets:
Fair value of plan assets at
beginning of year $ 3,965 $ 1,978
Actual return on plan assets 120 58
Employer contributions 2,063 1,970
Plan participants' contributions 22 16
Benefits paid (154) (57)
Fair value of plan assets at end of year $ 6,016 $ 3,965
Net amount recognized:
Funded status $ (1,056) $ (1,429)
Unrecognized net actuarial gain (47) (985)
Unrecognized prior service cost 3,514 3,783
Prepaid benefit cost $ 2,411 $ 1,369
Weighted-average assumptions
at end of year:
Discount rate 7.50% 8.00%
Expected return on plan assets 7.50% 7.50%
The components of net periodic benefit cost for the years ended
January 26, 2001 and January 28, 2000 were as follows:
(In thousands) 2001 2000
Service cost $ 649 $ 767
Interest cost 428 385
Expected return on plan assets (297) (148)
Recognized net actuarial gain (27) -
Amortization of prior service cost 269 269
Total postretirement benefit cost $ 1,022 $ 1,273
For measurement purposes, an 8 percent annual rate of increase in the per
capita cost of covered health care benefits is assumed for fiscal year
2002. The rate is assumed to decrease gradually to 5 percent for fiscal
year 2007 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 1 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 $ 60 $ 407
1 percent decrease (51) (347)
Note 9. Non-recurring charge and related reversal
During fiscal year 1999, in connection with changes in executive management,
the company announced a Plan designed to reduce administrative and
operational costs stemming from duplicative responsibilities and certain non-
profitable operations. This Plan included the reduction of staff positions,
the closing of three outlet stores, the liquidation of the Willis & Geiger
operations and the termination of a licensing agreement with MontBell Co.
Ltd. A non-recurring charge of $12.6 million was recorded in fiscal 1999
related to these matters.
Below is a summary of related costs for the periods ended January 26, 2001.
Balance Costs Balance
(In thousands) 1/28/00 Incurred 1/26/01
Severance costs $ 1,007 $ (1,007) $ -
Asset impairments 31 (31) -
Facility exit costs
and other 107 (107) -
Total $ 1,145 $ (1,145) $ -
For the year ended January 26, 2001, the company completed the Plan and
incurred the remaining costs totaling $1.1 million.
Note 10. 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 11. Sales and use tax
A 1992 Supreme Court decision confirmed that the Commerce Clause of the
United States Constitution prevents a state from requiring the collection
of its use tax by a mail order company unless the company has a physical
presence in the state. However, there continues to be uncertainty due to
inconsistent application of the Supreme Court decision by state and
federal courts. The company attempts to conduct its operations in
compliance with its interpretation of the applicable legal standard, but
there can be no assurance that such compliance will not be challenged.
41
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
In recent challenges, various states have sought to require companies to
begin collection of use taxes and/or pay taxes from previous sales. The
company has not received assessments from any state. The amount of
potential assessments, if any, cannot be reasonably estimated.
The Supreme Court decision also established that Congress has the power
to enact legislation that would permit states to require collection of
use taxes by mail order companies. Congress has from time to time
considered proposals for such legislation. The company anticipates that
any legislative change, if adopted, would be applied only on a
prospective basis.
In October 1998, The Internet Tax Freedom Act was signed into law. Among
the provisions of this Act is a three-year moratorium on multiple and
discriminatory taxes on electronic commerce. An Advisory Commission was
appointed to study electronic commerce tax issues and submitted its final
report to Congress on April 3, 2000. Among other recommendations, the
majority of the Advisory Commission favored the extension of the
moratorium for an additional five years, until 2006, and greater
uniformity and simplification of the state sales and use tax systems.
Following the Advisory Commission's final report, there have been several
initiatives at the congressional and state levels to implement the
recommendations of the Advisory Commission or otherwise adjust the
current sales and use tax laws and policies. We continue to monitor this
activity and its potential effect on the company's collection
obligations.
Note 12. 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.
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 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 for Men and First Person, offering men and women a broad assortment
of tailored and casual clothes for the workplace.
42
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Specialty
The specialty segment is composed of Corporate Sales, Kids, and 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 Corporate Sales 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 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 Coming 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
corporate expenses, intercompany eliminations, currency gains and losses,
and other income and expense items that are not allocated to segments.
Pertinent financial data by operating segment for the three years
ended January 26, 2001, are as follows (1):
Fiscal year ended January 26, 2001
------------------------------------------------------
(In thousands) Core Specialty International Other Consolidated
Net merchandise sales $813,710 $408,068 $133,196 $ - $1,354,974
Income (loss) before
income taxes $ 34,740 $ 28,283 $ (1,280) $ (6,732) $ 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
43
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
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
Fiscal year ended January 29, 1999
-------------------------------------------------------
(In thousands) Core Specialty International Other Consolidated
Net merchandise sales $860,891 $364,576 $145,908 $ - $1,371,375
Income (loss) before
income taxes(3) $ 27,305 $ 23,016 $ 4,655 $(5,476) $ 49,500
Identifiable
assets $273,929 $116,007 $ 65,983 $ - $ 455,919
Depreciation and
amortization $ 11,310 $ 5,323 $ 2,098 $ - $ 18,731
Capital expenditures $ 24,828 $ 10,514 $ 11,408 $ - $ 46,750
Interest expense $ 3,910 $ 2,296 $ 1,528 $ - $ 7,734
Interest income $ 11 $ 5 $ - $ - $ 16
(1) Fiscal years 2000 and 1999 have been restated to conform to fiscal 2001
presentation.
(2) Includes non-recurring credits of $0.5 million and $1.3 million
allocated to the core and specialty segments, respectively.
(3) Includes non-recurring charges of $7.6 million and $5.0 million
allocated to the core and specialty segments, respectively.
Pertinent financial data by geographical location for the three years ended
January 26, 2001 are as follows:
Net Merchandise Sales Identifiable Assets
------------------------------ ----------------------------
(In thousands) 01/26/01 01/28/00 01/29/99 01/26/01 01/28/00 01/29/99
United States $1,221,778 $1,176,625 $1,225,467 $441,265 $395,673 $389,936
Other countries 133,196 143,198 145,908 66,364 60,523 65,983
Total $1,354,974 $1,319,823 $1,371,375 $507,629 $456,196 $455,919
44
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Note 13. Derivative instruments and hedging activities
The company's sales of merchandise to its subsidiaries in Japan, Germany
and the United Kingdom are denominated in the subsidiary's local
currency. To a lesser extent, the company has export sales to customers
in Canada and incurs third-party expenses denominated in Canadian
dollars. Accordingly, the future U.S. Dollar-equivalent cash flows may
vary due to changes in related foreign currency exchange rates. To
reduce that risk, the company enters into foreign currency forward
contracts and put options with a maximum hedging period of 24 months.
The company has no other freestanding or embedded derivative instruments.
As of July 31, 1999, the company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities" (Statement 133).
Statement 133 requires, in part, that the company report all derivative
instruments on the consolidated balance sheets as assets or liabilities
at their fair value. For the years ended January 26, 2001 and January
28, 2000, the adoption of Statement 133 has resulted in a net loss of
$0.4 million and a net gain of $0.4 million, recognized in other income
and expense in the consolidated statements of operations, respectively.
Under the Statement 133 cash flow hedging model, gains and losses on the
derivative instrument that occur through the date the company sells
merchandise to a subsidiary or purchases from a foreign third party are
deferred in a component of equity (accumulated other comprehensive
income) to the extent the hedging relationship is effective. The company
assesses hedge effectiveness at least quarterly.
At the date merchandise is sold to a foreign subsidiary or purchased from
a foreign third party, the hedging relationship is terminated and
subsequent gains and losses on the hedging derivative instrument are
reported currently in earnings. Upon the ultimate sale of the
merchandise by the foreign subsidiary to a third party or purchase from a
foreign third party, the gain or loss previously deferred in equity is
reclassified into earnings. The company estimates that net hedging gains
of $3.6 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 January 27, 2001 and February 1,
2002.
45
Notes to Consolidated Financial Statements
Lands' End, Inc., & Subsidiaries
Note 14. Consolidated quarterly analysis (unaudited)
(In thousands, except per share data)
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
Common shares outstanding 30,267 30,295 30,280 29,232
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
Fiscal 2000
-----------------------------------------
1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr.
Total revenue $310,619 $274,075 $349,063 $483,129
Gross profit 125,490 117,183 140,335 206,796
Pretax income 10,332 7,068 13,890 44,954
Net income $ 6,509 $ 4,453 $ 8,751 $ 28,321
Basic earnings per share $ 0.22 $ 0.15 $ 0.29 $ 0.94
Diluted earnings per share $ 0.21 $ 0.14 $ 0.28 $ 0.92
Common shares outstanding 30,110 30,060 30,149 30,149
Market price of shares
Outstanding (in dollars):
-Market high 39.94 49.50 78.44 83.50
-Market low 28.13 37.56 39.56 28.00
Quarterly earnings per share amounts are based on the weighted average common
shares outstanding for each quarter and, therefore, might not equal the
amount computed for the total year.
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 January 26, 2001, the company's system of internal control is
adequate to accomplish the objectives discussed herein.
Two directors of the company, not members of management, 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 to review the results of the
audits of the company and to discuss 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
47
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 January 26, 2001,
and January 28, 2000, and the related consolidated statements of operations,
shareholders' investment and cash flows for each of the three years in the
period ended January 26, 2001. 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 January 26, 2001, and January 28, 2000, and
the results of their operations and their cash flows for each of the three
years in the period ended January 26, 2001, in conformity with accounting
principles generally accepted in the United States.
ARTHUR ANDERSEN LLP
Milwaukee, Wisconsin
March 2, 2001
48
Part II continued
Item 9. Changes in and Disagreements on Accounting and Consolidated
Financial Disclosure
The company has had no change in, or disagreements with, its
independent certified public accountants on accounting and financial
disclosure.
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 2001 Annual Meeting and Proxy Statement
dated April 16, 2001 (the "Proxy Statement").
The information required by this item with respect to executive
officers of the company is included on pages 10 and 11 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 11 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 pages 13 and 14 of the Proxy Statement.
Item 13. Certain Relationships and Related Transactions
The information required by this item is incorporated herein by
reference to pages 3, 4, 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
------ ----------- -------
(10) Amended and Restated Non-Employee 1
Director Stock Option Plan
Amended and Restated Statement 2
of Corporate Policy regarding
Transactions in Securities
(23) Consent of Arthur Andersen LLP 1
(b) Reports on Form 8-K
The following reports were filed on Form 8-K during the
three-month period ended January 26, 2001.
1. Form 8-K filed on December 15, 2000, announcing the board
of directors authorization to purchase up to 2,000,000
additional shares of the company's common stock, which
will be made from time to time on the New York Stock
Exchange or otherwise.
2. Form 8-K filed on December 15, 2000, announcing that
Jeffrey A. Jones joined the company as chief operating
officer, and Stephen (Chip) Orum's, executive vice
president and chief financial officer planned retirement.
3. Form 8-K filed on December 15, 2000, announcing the
resignation of two members of its board of directors,
David B. Heller and Howard G. Krane.
4. Form 8-K filed on January 25, 2001, announcing that its
board of directors revised the securities trading policy
applicable to its officers and directors.
5. Form 8-K filed on January 25, 2001, announcing that
Daniel Okrent resigned from the company's board of
directors.
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 23,
2001.
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 23, 2001.
/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/ JOHN N. LATTER Director
---------------------------
John N. Latter
/s/ RICHARD C. MARCUS Director
---------------------------
Richard C. Marcus
/s/ PAUL D. SCHRAGE Director
---------------------------
Paul D. Schrage
/s/ ELIOT WADSWORTH, II Director
---------------------------
Eliot Wadsworth, II
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 2, 2001. 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 2, 2001
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:
Year Ended January 26, 2001 $ 7,869 $230,145 $228,953 $ 9,061
======= ======== ======== ========
Year Ended January 28 2000 $ 7,193 $210,393 $209,717 $ 7,869
======= ======== ======== ========
Year Ended January 29, 1999 $ 6,128 $205,557 $204,492 $ 7,193
======= ======== ======== ========
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 1 10-Q
of the company dated August 24, 1999 July 1999
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
(99) Charter of the Audit Committee of the Board of Proxy
Directors 2001
Statement of Board Policy regarding Corporate Proxy
Governance 2001
55
EXHIBIT 10.1
As Amended 02/05/01
LANDS' END, INC.
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
I. Identification of the Plan.
1.1 Title. The Plan described herein shall be known as the
"Non-Employee Director Stock Option Plan" of Lands' End, Inc. (the "Company")
and is referred to herein as the "Plan." The Plan is hereby established as
of the date of the annual meeting of the Company's stockholders ("Annual
Meeting") held on May 14, 1997 (the "Effective Date").
1.2 Purpose. The Board of Directors of the Company believes it
is in the best interest of the Company to encourage stock ownership by
members of the Board of Directors of the Company who are not also
employed by the Company ("Non-Employee Directors") in order to further
align the interests of the Non-Employee Directors with those of the
shareholders. The Plan will provide additional means for the Company
to attract and retain qualified individuals as members of the Board of
Directors of the Company and to promote such alignment of interests by
granting Non-Employee Directors from time to time nonqualified stock options
("Options") to purchase shares of common stock of the Company ("Company
Shares"). By virtue of the benefits available under the Plan, Non-Employee
Directors will have an opportunity to participate in any future appreciation
in the value of Company Shares, which will furnish such Non-Employee Directors
with an additional incentive to work for and contribute to the growth and
success of the Company.
1.3 Adoption and Restatement of the Plan. The Lands' End, Inc.
Non-Employee Director Stock Option Plan was adopted by the Company's Board of
Directors on February 18, 1997 and approved by the Company's shareholders on
May 14, 1997. The Lands' End, Inc. Non-Employee Director Stock Option Plan
was amended and restated by the Company's Board of Directors on August 24,
1999 and December 3, 1999.
1.4 Company Shares Reserved for the Plan. There is reserved for
issuance upon the exercise of Options to be granted under the Plan an
aggregate of 400,000 Company Shares, which may be authorized and unissued
shares or treasury shares and which number is subject to adjustment for
events occurring after the Effective Date as provided in Section 5.4.
II. Administration of the Plan.
2.1 Committee's Membership and Powers. The Plan will be administered
by a committee of the Board of Directors of the Company (the "Committee")
consisting of two or more members of the Board of Directors of the Company
("Directors") as the Board of Directors of the Company (the "Board") may
designate from time to time. All questions of interpretation of the Plan or
of any Option shall be determined by the Committee, and such determination
shall be final and binding upon all persons having an interest in the Plan or
such Option. Notwithstanding any other provision herein to the contrary, the
Committee shall have no authority, discretion, or power to select the
Non-Employee Directors who will receive Options, to set the exercise price of
the Options, to determine the number of Company Shares to be subject to an
Option or the time at which an Option shall be granted, to establish the
duration of an Option, or to alter any other terms or conditions specified in
the Plan, except in the sense of administering the Plan subject to the
provisions of the Plan.
2.2 Indemnification. Service on the Committee shall constitute service
as a Director so that members of the Committee shall be entitled to
indemnification and reimbursement as Directors to the full extent provided
for at any time by law, the Company's Certificate of Incorporation, the
Company's By-Laws and in any insurance policy or other agreement intended for
the benefit of the Directors.
III. Plan Participants. An Option shall be granted only to a person who, at
the time of the grant, is a Non-Employee Director. A Non-Employee Director
who receives a grant of an Option is referred to herein as a "participant."
IV. Terms and Conditions of Options. Options shall be nonstatutory stock
options; that is, options which are not treated as incentive stock options
within the meaning of Section 422(b) of the Internal Revenue Code of 1986, as
amended (the "Code"). Options shall be evidenced by option agreements
specifying the number of Company Shares covered thereby, in such form as the
Board shall from time to time establish (the "Option Agreements"). Option
Agreements may incorporate all or any of the terms of the Plan by reference
and shall comply with and be subject to the following terms and conditions:
4.1 Grant of Options. No new Options shall be granted under this
Plan after the end of the Company's 2001 fiscal year.
4.2 Term of Options. Each Option shall expire and not be
exercisable after the first to occur of (i) December 31 of the year in
which the tenth anniversary of the Grant Date of such Option occurs and
(ii) three years after the Non-Employee Director ceases to be a Director
of the Company for any reason.
4.3 Option Price. The Option price per Company Share shall be 100
percent of the fair market value of a Company Share on the date the Option is
granted (the "Grant Date"). For this purpose "fair market value" of a
Company Share as of any date shall be equal to the last per share sales price
reported for a Company Share for such date in The Wall Street Journal or, if
no sales of Company Shares are reported for such date in The Wall Street
Journal, for the next succeeding date for which sales of Company Shares are
so reported in The Wall Street Journal. If sales of Company Shares are not
reported for any date in The Wall Street Journal, then the "fair market
value" of a Company Share as of any date shall be determined in such manner
as shall be prescribed in good faith by the Committee.
4.4 Method of Exercising Options. An Option may be exercised only by a
written notice to the Company accompanied by payment of the full Option price
which may be made in any one or any combination of the following: cash,
certified or official bank check, or delivery of Company Share certificates
endorsed in blank or accompanied by executed stock powers evidencing Company
Shares whose value shall be deemed to be the "fair market value" (as
determined in accordance with Section 4.3 hereof) on the date of exercise of
such Company Shares.
V. General Provisions.
5.1 Company Records. The Company shall maintain appropriate records
evidencing the grant and disposition of each Option granted hereunder. The
terms of each Option shall be as specified in this Plan at the time such
Option is granted.
5.2 Shareholder Rights. A participant shall not have any dividend,
voting or other shareholder rights by reason of a grant of an Option prior to
the issuance of any Company Shares pursuant to the proper exercise of all or
any portion of such Option.
5.3 Transferability of Options.
i. Permitted Transfers. Other than by will or the laws
of descent and distribution, each Option granted under this
Plan shall be transferable only to a member of a participant's
Family Group (the "Permitted Transferees") and only if not
transferred for value. A Permitted Transferee may make
subsequent transfers to any person who would also be a
Permitted Transferee of the participant. If a participant or
Permitted Transferee transfers an Option pursuant to this
Section 5.3, he or she must give the Company prompt written
notice of such transfer and the transfer shall only be
effective upon the Company's receipt of such notice. An
Option shall be exercisable during the participant's lifetime
only by such participant, his or her guardian in the event of
disability or, upon transfer, the Permitted Transferee.
"Family Group" means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law,
daughter-in-law, brother-in-law, or sister-in-law, including
adoptive relationships, any person sharing the participant's
household (other than a tenant or employee), a trust in which
these persons have more than fifty percent of the beneficial
interest, a foundation in which these persons (or the
participant) control the management of the assets, and any
other entity in which these persons (or the participant) own
more than fifty percent of the voting interests. The
following transactions are not prohibited transfers for value:
(i) a transfer under a domestic relations order in settlement
of marital property rights; and (ii) a transfer to an entity
in which more than fifty percent of the voting interests are
owned by family members (or the participant) in exchange for
an interest in that entity.
i. Death. In the event of the death of a participant,
exercise of any Option that has not been previously transferred
shall be made only by the executor or administrator of the
estate of the deceased participant or the person or persons to
whom the deceased participant's rights under the benefit shall
pass by will or the laws of descent and distribution and only
to the extent that the deceased participant was entitled
thereto at the date of his or her death.
5.4 Adjustments. In the event that the Committee shall determine that
any dividend or other distribution (whether in the form of cash, Company
Shares, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, combination,
split-up, spin-off, repurchase or exchange of Company Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Company Shares or other securities of the Company, or other similar corporate
transaction or event affects the Company Shares such that an adjustment is
determined by the Committee to be appropriate in order to prevent dilution or
enlargement of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (a) the number and type of Company
Shares (or other securities or property) which thereafter may be made the
subject of Options, (b) the number and type of Company Shares (or other
securities or property) subject to outstanding Options, and (c) the grant,
purchase, or exercise price with respect to any Options, or, if deemed
appropriate, make provision for a cash payment to the holder of an
outstanding Option.
5.5 Withholding of Taxes. The Company shall be entitled, if the
Committee (or any financial officer designated by it) considers it necessary
or desirable, to withhold (or secure payment from the participant in lieu of
withholding) the amount of any withholding or other payment required of the
Company under the tax withholding provisions of the Code, any state's income
tax act or any other applicable law with respect to any Company Shares
issuable under such participant's exercised Options, and the Company may
defer issuance unless indemnified to its satisfaction with respect to payment
of such withholding or other tax. Subject to such rules as the Committee may
adopt, participants may satisfy this obligation, in whole or in part, by an
election to have the number of Company Shares received upon exercise of any
Option reduced by a number of Company Shares having a "fair market value" (as
determined in accordance with Section 4.3 hereof) equal to the amount of the
required withholding to be so satisfied or to surrender to the Company previ-
ously held Company Shares having an equivalent fair market value.
5.6 No Directorship Rights Conferred. Nothing in the Plan or in
any Option granted under the Plan shall confer any right on a Non-Employee
Director to continue as a Director or shall interfere in any way with any
right or power to remove him or her from the Board in accordance with
applicable law and the Company's Articles of Incorporation and Bylaws.
5.7 Disposition of Company Shares. Unless otherwise specifically
authorized by the Committee, participants may not dispose of, sell or
otherwise transfer any Company Shares acquired upon exercise of Options
granted under the Plan for a period of six months following the Grant Date.
5.8 Continued Availability of Company Shares Under Unexercised
Options. If an Option granted under the Plan terminates or expires
without being wholly exercised or if Company Shares as to which an Option
has been exercised shall for any reason not be issued, a new Option may be
granted under the Plan covering the number of Company Shares to which such
termination, expiration, failure to issue or reacquisition related.
5.9 Intent to Comply with Rule 16b-3. It is the intent of the
Company that the Plan comply in all respects with Rule 16b-3 under the
Securities Exchange Act of 1934, as amended, that any ambiguities or
inconsistencies in construction of the Plan be interpreted to give effect to
such intention and that if any provision of the Plan is found not to be in
compliance with Rule 16b-3, such provision shall be deemed null and void to
the extent required to permit the Plan to comply with Rule 16b-3.
5.10 No Strict Construction. No rule of strict construction shall
be applied against the Company, the Committee or any other person in the
interpretation of any of the terms of the Plan, any Option agreement or any
Option granted under the Plan or any rule or procedure established by the
Committee.
5.11 Choice of Law. Each Option granted under the Plan shall be
considered to be a contract under the laws of the State of Delaware and, for
all purposes, the Plan and each Option granted under the Plan shall be
construed in accordance with and governed by the laws of the State of
Delaware.
5.12 Successors. This Plan is binding on and will inure to the
benefit of any successor to the Company, whether by way of merger,
consolidation, purchase or otherwise.
5.13 Severability. If any provision of the Plan or an Option
Agreement shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provisions of the Plan or such
agreement, and the Plan and such agreement shall each be construed and
enforced as if the invalid provisions had never been set forth therein.
VI. Amendment and Termination.
6.1 Amendment. The Board of Directors may amend the Plan from
time to time, in its sole discretion, but no amendment shall:
(a) without a participant's consent impair his or her rights to
any Option theretofore granted; or
(b) without the authorization and approval of the Company's
shareholders (i) increase the maximum number of Company Shares
which may be issued in the aggregate under the Plan, except as
provided in Section 5.4, (ii) extend the termination date of the
Plan or of any Option granted under the Plan or (iii) enlarge
the class of persons eligible to receive Options under the Plan.
6.2 Termination. The Board of Directors may terminate the Plan at
any time with respect to Company Shares for which Options have not theretofore
been granted. Unless earlier terminated, the Plan will terminate at the
close of business on the day following the Annual Meeting in 2006. Following
the termination of the Plan, no further Options may be granted under the
Plan; however, all Options which prior to the Plan termination have not
expired, terminated or been exercised or surrendered may be exercised
thereafter in accordance with their terms and the terms hereof, and the
Committee shall continue to have its full powers under the Plan.
EXHIBIT 10.2
As Amended 1/12/01
LANDS' END, INC.
STATEMENT OF CORPORATE POLICY
REGARDING TRANSACTIONS
IN SECURITIES
This Statement of Corporate Policy applies to all officers,
directors, employees and agents of Lands' End, Inc. (the "Company") and to
the Immediate Family Members (as defined below) of officers and directors of
the Company.
1. It is the policy of the Company that it and its officers,
directors, employees and agents comply with all applicable
provisions of federal and state securities laws and
regulations.
2. No person covered by this Policy Statement shall purchase or
sell any security issued by the Company (a "Company security")
while such person is in possession of material nonpublic
information about the Company or Company securities, except
for (a) the exercise of any stock option previously granted to
such person by the Company (but not the sale of the underlying
common stock) or any other transaction with the Company that
either would not constitute a purchase or sale under Section
16 of the Securities Exchange Act of 1934 ("Section 16") or would
constitute an exempt transaction under Section 16, (b) any
transaction with the Company that has been approved by the
Board of Directors, and (c) purchases or sales made pursuant
to a Qualified Trading Program (as defined in Section 5
below).
3. No person covered by this Policy Statement may use any
material nonpublic information relating to the Company (or
relating to any other company if such information has been
obtained in the course of such person's employment by the
Company) as the basis for purchasing or selling any security
issued by any other entity.
4. No officer or director of the Company may purchase or sell any
security issued by the Company except (a) during a Window
Period (as defined below), (b) with the prior approval of at
least one of the Chairman, any Vice-Chairman or the President
(as provided below), (c) pursuant to a Qualified Trading
program or any other transaction described in the exceptions
to paragraph 2 above, or (d) pursuant to a public securities
offering that has been registered by the Company under the
Securities Act of 1933.i)
(i) Unless otherwise determined in a specific instance by the
Board of Directors, the term "Window Period" shall mean the
period of thirty (30) business days which commences on (and
includes) the third (3d) business day after and ends on (and
includes) the thirty-second (32d) business day after any of
the following dates: (A) the date of release for publication
of the Company's summary statements of sales and earnings for
each fiscal year, and for each of the first and second fiscal
quarters, and (B) the date of release of the Company's summary
sales and earnings for the first 47 weeks of its fiscal year
(or comparable eleven-month period).
(ii) The Chairman, any Vice-Chairman or the President shall
not approve any purchase or sale pursuant to paragraph 4(b)
unless (A) failure to approve the transaction would impose a
material hardship on the officer or director proposing the
transaction and (B) the transaction has been reviewed without
objection by the General Counsel or (if the office of General
Counsel is vacant, such other counsel for the Company as may
be designated by any of the foregoing officers). For purposes
of this policy, a material hardship may include, without
limitation, (A) needs arising primarily from personal
financial planning considerations of the officer or director
or (B) the practical inability of the officer or director to
purchase or sell the desired amount of a security during a
Window Period because of the amount involved. The Chairman,
any Vice-Chairman or President may also consider the intended
timing and duration of any proposed transaction or series of
transactions and its temporal proximity to a Window Period.
5. Any person covered by this Policy Statement may request that a
written contract, instruction or plan for the purchase or sale of
Company securities (a "trading program") be designated as a
"Qualified Trading Program" by submitting such trading program to
the Chief Operating Officer or Chief Financial Officer (or such
other officer as the Board may determine from time to time) (each,
a "designated officer"), together with a certification that such
covered person was not aware of any material, non-public
information concerning the Company or the Company securities at the
time of entering into such trading program (other than information
which will be made public before the execution of the first
transaction thereunder). Upon receipt of such a request, the
designated officer shall determine whether to designate the trading
program as a Qualified Trading Program for purposes of this Policy
Statement, taking into account all factors that he or she shall
deem relevant in his or her sole discretion (after consultation
with the Company's legal counsel), including whether the trading
program appears on its face to be responsive to the requirements of
SEC Rule 10b5-1. A trading program shall cease to be a Qualified
Trading Program for purposes of this Policy Statement (a) at any
time that the designated officer so determines, (b) if there is a
deviation in any transaction from the terms specified in such
trading program, or (c) if the person entering into such trading
program hedges or seeks to offset the consequence of any
transaction pursuant to such trading program.
6. No officer or director of the Company (whether or not such person
is subject to Section 16) shall purchase and sell, or sell and purchase
(in each case, within the meaning of Section 16), any equity security of
the Company within any period of less than six months, except for
transactions that are exempt under Section 16.
7. No officer or director of the Company (whether or not such person
is subject to Section 16) shall sell any equity security of the Company if
such person either (a) does not own the security sold or (b) does
not deliver the security against such sale within twenty days
thereafter or does not within five days after such sale deposit the
security in the mails or other usual channels of transportation.
8. No officer or director of the Company shall make any gift of a
security issued by the Company, other than to an Immediate Family
Member of such officer or director, while such officer or director
is in possession of material nonpublic information about the
Company. Subject to the foregoing sentence, gifts of Company
securities may be made at any time and without further restriction
to any charitable organization if such gift would give rise to a
charitable deduction under the federal income tax code. No officer
or director of the Company shall make any gift of Company
securities to any person who is neither (a) an Immediate Family
Member of such officer or director nor (b) a charitable
organization described in the preceding sentence, unless the
recipient of such gift has executed and delivered to the General
Counsel an agreement in writing not to sell or otherwise dispose of
such Company securities (or the common stock underlying any
transferred option) for a period of at least six months after the
gift is made. Notwithstanding the foregoing, no gift of an
employee or director stock option granted by the Company shall be
made except as permitted by the terms of such option, including the
terms of the stock option plan of the Company pursuant to which it
was granted, as in effect from time to time.
9. Each officer and director of the Company shall comply with all
applicable filing requirements of paragraph (a) of Section 16 and of Rule
144 promulgated under the Securities Act of 1933. The Director of
Investor Relations (or such other officer or employee who may be
designated by the Chairman, any Vice-Chairman or President from
time to time) shall implement a system to assist officers and
directors in the timely filing of all required reports under the
foregoing provisions.
10. This policy shall apply to purchases, sales and gifts of Company
securities by or for the account of an Immediate Family Member of
an officer or director of the Company to the same extent as to such
transactions by or for the account of such officer or director. As
used in this policy, "Immediate Family Member" means (a) any member
of the immediate family of an officer or director of the Company,
other than adult family members who do not live with or depend
financially on such officer or director and who exercise
independent control over their personal investment decisions, (b)
any trust or similar arrangement for the benefit of an officer or
director or a person who is otherwise an Immediate Family Member,
(c) any personal charitable foundation or similar arrangement
established by an officer or director or a person who is otherwise
an Immediate Family member, and (d) with respect to any employee or
director stock option granted by the Company, any other person to
whom a gift of such option may be made pursuant to the terms of
such option, including the terms of the stock option plan of the
Company pursuant to which it was granted, as in effect from time to
time.
11. Each officer and director of the Company shall, and any other
person covered by this Policy Statement may be required to, execute
and deliver an annual statement to the Director of Investor
Relations (or other officer or employee described above) certifying
that such person has complied with this Policy Statement at all
times after the date hereof (or such lesser time as such person has
been covered hereby).
12. The Director of Investor Relations (or other officer or employee
described above) may adopt such reasonable procedures as he or she
shall deem necessary or desirable in order to implement this Policy
Statement.
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 23, 2001