# Lands' End, Inc.: Form 10-Q for the period ended Oct 27, 2023

- Company: [Lands' End, Inc.](/companies/le.md) (CIK 799288)
- Form: 10-Q
- Filed: 2023-12-05
- Accepted by EDGAR: Dec 5, 2023, 17:04 ET
- Period: 2023-10-27
- Accession: 0000950170-23-068256
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/799288/000095017023068256/le-20231027.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/799288/000095017023068256/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2023-10-27.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2023-07-29 to 2023-10-27 | $324.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Revenue | 9 months, 2023-01-28 to 2023-10-27 | $957.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Cost of revenue | 3 months, 2023-07-29 to 2023-10-27 | $172.1m | us-gaap:CostOfGoodsAndServicesSold |
| Cost of revenue | 9 months, 2023-01-28 to 2023-10-27 | $527.5m | us-gaap:CostOfGoodsAndServicesSold |
| Gross profit | 3 months, 2023-07-29 to 2023-10-27 | $152.6m | us-gaap:GrossProfit |
| Gross profit | 9 months, 2023-01-28 to 2023-10-27 | $430.1m | us-gaap:GrossProfit |
| Selling, general and administrative | 3 months, 2023-07-29 to 2023-10-27 | $135.3m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Selling, general and administrative | 9 months, 2023-01-28 to 2023-10-27 | $377.7m | us-gaap:SellingGeneralAndAdministrativeExpense |
| Operating income | 3 months, 2023-07-29 to 2023-10-27 | −$101.3m | us-gaap:OperatingIncomeLoss |
| Operating income | 9 months, 2023-01-28 to 2023-10-27 | −$85.6m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2023-07-29 to 2023-10-27 | $11.7m | us-gaap:InterestExpense |
| Interest expense | 9 months, 2023-01-28 to 2023-10-27 | $36.0m | us-gaap:InterestExpense |
| Income tax | 3 months, 2023-07-29 to 2023-10-27 | −$459.0k | us-gaap:IncomeTaxExpenseBenefit |
| Income tax | 9 months, 2023-01-28 to 2023-10-27 | $978.0k | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2023-07-29 to 2023-10-27 | −$112.4m | us-gaap:NetIncomeLoss |
| Net income | 9 months, 2023-01-28 to 2023-10-27 | −$122.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2023-07-29 to 2023-10-27 | −$3.52 | us-gaap:EarningsPerShareDiluted |
| Diluted EPS | 9 months, 2023-01-28 to 2023-10-27 | −$3.80 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2023-07-29 to 2023-10-27 | −$3.52 | us-gaap:EarningsPerShareBasic |
| Basic EPS | 9 months, 2023-01-28 to 2023-10-27 | −$3.80 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2023-07-29 to 2023-10-27 | 31,887,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Diluted shares (weighted) | 9 months, 2023-01-28 to 2023-10-27 | 32,140,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 9 months, 2023-01-28 to 2023-10-27 | $36.7m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Capital expenditure | 9 months, 2023-01-28 to 2023-10-27 | $28.5m | us-gaap:PaymentsToAcquirePropertyPlantAndEquipment |
| Share repurchases | 9 months, 2023-01-28 to 2023-10-27 | $9.8m | us-gaap:PaymentsForRepurchaseOfCommonStock |
| Cash and equivalents | at 2023-10-27 | $36.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Current assets | at 2023-10-27 | $540.2m | us-gaap:AssetsCurrent |
| Total assets | at 2023-10-27 | $947.6m | us-gaap:Assets |
| Current liabilities | at 2023-10-27 | $290.9m | us-gaap:LiabilitiesCurrent |
| Total liabilities | at 2023-10-27 | $696.7m | us-gaap:Liabilities |
| Long-term debt | at 2023-10-27 | $215.3m | us-gaap:LongTermDebtNoncurrent |
| Current portion of debt | at 2023-10-27 | $13.8m | us-gaap:LongTermDebtCurrent |
| Shareholders' equity | at 2023-10-27 | $250.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 54,306 characters.

*You should read the following discussion in conjunction with the Condensed Consolidated Financial Statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The matters discussed in these forward-looking statements are subject to risks, uncertainties, and other factors that could cause actual results to differ materially from those made, projected or implied in the forward-looking statements. See “Cautionary Statement concerning Forward-Looking Statements” below, “Item 1A. Risk Factors” in our Annual Report filed on Form 10-K for the year ended January 27, 2023 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q, for a discussion of the uncertainties, risks and assumptions associated with these statements.*

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

- *ABL Facility – Asset-based senior secured credit agreement, providing for a revolving facility, dated as of November 16, 2017, with Wells Fargo Bank, N.A. and certain other lenders, as amended to date*
- *Adjusted EBITDA – Net income (loss) appearing on the Consolidated Statements of Operations net of Income tax expense, Interest expense, Depreciation and amortization and certain significant items*
- *Adjusted net income (loss) – Net income (loss) appearing on the Consolidated Statements of Operations excluding goodwill and long-lived asset impairment, corporate restructuring and certain significant items. Adjusted net income (loss) is also presented on a diluted per share basis*
- *Company Operated stores – Lands’ End retail stores in the Retail distribution channel*
- *Debt Facilities – Collectively, the Term Loan Facility and ABL Facility*
- *First Quarter 2023 - The 13 weeks ended April 28, 2023*
- *Fiscal 2023 – The 53 weeks ending February 2, 2024*
- *Fiscal 2022 – The 52 weeks ended January 27, 2023*
- *Fiscal 2021 – The 52 weeks ended January 28, 2022*
- *GAAP – Accounting principles generally accepted in the United States*
- *LIBOR – London inter-bank offered rate*
- *SEC – United States Securities and Exchange Commission*
- *Second Quarter 2023 – The 13 weeks ended July 28, 2023*
- *Second Quarter 2022 - The 13 weeks ended July 29, 2022*
- *SOFR – Secured Overnight Funding Rate*
- *Term Loan Facility – Term loan credit agreement, dated as of September 9, 2020, among the Company, Fortress Credit Corp., as Administrative Agent and Collateral Agent, and the lenders party thereto, as amended to date*
- *Third Quarter 2023 – The 13 weeks ended October 27, 2023*
- *Third Quarter 2022 – The 13 weeks ended October 28, 2022*
- *Year-to-Date 2023 – The 39 weeks ended October 27, 2023*
- *Year-to-Date 2022 – The 39 weeks ended October 28, 2022*

### Executive Overview

### Description of the Company

Lands’ End is a leading digital retailer of casual clothing, swimwear, outerwear, accessories, footwear, home products and uniform solutions. Operating out of America’s heartland, we believe our vision and values make a strong connection with our core customers. We offer products online at *www.landsend.com*, through our own Company Operated stores and through third-party distribution channels. We are a classic American lifestyle brand with a passion for quality, legendary service and real value. We seek to deliver timeless style for women, men, kids and the home. We also offer products to businesses and schools, for their employees and students, through the Outfitters distribution channel.

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

We have one external reportable segment and identify our operating segments according to how our business activities are managed and evaluated. During Third Quarter 2023, our operating segments consisted of: U.S. eCommerce, Europe eCommerce, Outfitters, Third Party and Retail. Our operating segments included Japan eCommerce during the Third Quarter 2022 and Year-to-Date 2022. See Note 9, *Lands’ End Japan Closure.*

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

### Distribution Channels

We identify five separate distribution channels for revenue reporting purposes:

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

### Macroeconomic Challenges

Macroeconomic issues, such as recent inflationary pressures and rising interest rates, have continued to have an impact on our business. Since apparel purchases are discretionary expenditures that historically have been influenced by domestic and global economic conditions, higher prices of consumer goods due to inflation may result in less discretionary spending for consumers which may negatively impact customer demand and require higher levels of promotion in order to attract and retain customers. Additionally, interest expense could be negatively affected by any continued rate increases due to the variable interest rates associated with our Debt Facilities. These macroeconomic challenges have led to increased cost of raw materials, packaging materials, labor, energy, fuel, debt and other inputs necessary for the production and distribution of our products.

### Corporate Restructuring

We reduced corporate positions, primarily in our Hong Kong sourcing office, during the Third Quarter 2023. We incurred total severance costs of approximately $2.3 million related to the reduction in corporate positions which was recorded in Other operating expense, net in the Consolidated Statements of Operations. As of October 27, 2023, approximately $0.4 million of the severance costs had yet to be paid.

### Lands’ End Japan Closure

During Second Quarter 2022, the Board of Directors approved a plan to wind down and cease operations of Lands’ End Japan KK. Lands’ End Japan KK represents the Japan eCommerce operating segment. For a discussion on this operating segment, see Note 13, *Segment Reporting*. We incurred closing costs of approximately $0.1 million and $3.0 million during the 13 weeks ended October 27, 2023 and October 28, 2022, respectively. For the 39 weeks ended October 27, 2023 and October 28, 2022 we incurred closing costs of approximately $0.2 million and $3.0 million, respectively, recorded in Other operating expense, net in the Consolidated Statements of Operations. See Note 9, *Lands’ End Japan Closure.*

### Basis of Presentation

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

### Seasonality

We experience seasonal fluctuations in our Net revenue and operating results and historically have realized a significant portion of our net revenue and earnings for the year during our fourth fiscal quarter. We generated 34.0% and 33.9% of our net revenue in the fourth quarter of Fiscal 2022 and Fiscal 2021, respectively.

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

### Results of Operations

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

*(in thousands)*

|  | 13 Weeks Ended October 27, 2023 |  | October 28, 2022 |  |
| --- | ---: | ---: | ---: | ---: |
| Net revenue | $324,735 | 100.0% | $370,983 | 100.0% |
| Cost of sales (excluding depreciation and amortization) | 172,142 | 53.0% | 222,573 | 60.0% |
| Gross profit | 152,593 | 47.0% | 148,410 | 40.0% |
| Selling and administrative | 135,282 | 41.7% | 132,807 | 35.8% |
| Depreciation and amortization | 9,595 | 3.0% | 9,761 | 2.6% |
| Goodwill impairment | 106,700 | 32.9% | — | —% |
| Other operating expense, net | 2,324 | 0.7% | 3,096 | 0.8% |
| Operating (loss) income | (101,308) | (31.2)% | 2,746 | 0.7% |
| Interest expense | 11,677 | 3.6% | 10,825 | 2.9% |
| Other (income) expense, net | (132) | (0.0)% | 230 | 0.1% |
| Loss before income taxes | (112,853) | (34.8)% | (8,309) | (2.2)% |
| Income tax (benefit) | (459) | (0.1)% | (3,627) | (1.0)% |
| **NET LOSS** | $(112,394) | (34.6)% | $(4,682) | (1.3)% |

22

*(in thousands)*

|  | 39 Weeks Ended October 27, 2023 |  | October 28, 2022 |  |
| --- | ---: | ---: | ---: | ---: |
| Net revenue | $957,656 | 100.0% | $1,025,826 | 100.0% |
| Cost of sales (excluding depreciation and amortization) | 527,529 | 55.1% | 604,204 | 58.9% |
| Gross profit | 430,127 | 44.9% | 421,622 | 41.1% |
| Selling and administrative | 377,662 | 39.4% | 377,074 | 36.8% |
| Depreciation and amortization | 28,439 | 3.0% | 29,228 | 2.8% |
| Goodwill impairment | 106,700 | 11.1% | — | —% |
| Other operating expense, net | 2,916 | 0.3% | 3,135 | 0.3% |
| Operating (loss) income | (85,590) | (8.9)% | 12,185 | 1.2% |
| Interest expense | 35,984 | 3.8% | 27,807 | 2.7% |
| Other (income), net | (488) | (0.1)% | (97) | (0.0)% |
| Loss before income taxes | (121,086) | (12.6)% | (15,525) | (1.5)% |
| Income tax expense (benefit) | 978 | 0.1% | (6,293) | (0.6)% |
| **NET LOSS** | $(122,064) | (12.7)% | $(9,232) | (0.9)% |

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

### Definitions, Reconciliations and Uses of Non-GAAP Financial Measures

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

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

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

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

Adjusted net income (loss) is defined as net income (loss) excluding certain significant items as set forth below. Adjusted net income (loss) is also presented on a diluted per share basis. While Adjusted net income (loss) is a non-GAAP measurement, management believes that it is an important indicator of operating performance and useful to investors. Significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results and are described below:

- Goodwill and long-lived asset impairment - charges associated with the non-cash write down of goodwill and certain long-lived assets for the 13 and 39 weeks ended October 27, 2023 and October 28, 2022.
- Corporate restructuring - severance costs associated with reduction in corporate positions, primarily in our Hong Kong sourcing office, for the 13 and 39 weeks ended October 27, 2023 .
- Lands’ End Japan closure – closing costs, net of other operating income, recorded for the 13 and 39 weeks ended October 27, 2023 and October 28, 2022.

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

*Unaudited*

*(in thousands, except per share amounts)*

|  | 13 Weeks Ended October 27, 2023 | October 28, 2022 |
| --- | ---: | ---: |
| Net loss | $(112,394) | $(4,682) |
| Goodwill and long-lived asset impairment | 106,700 | 120 |
| Corporate restructuring | 2,266 | — |
| Lands' End Japan closure | 23 | 3,858 |
| Tax effects on adjustments | (159) | (977) |
| **ADJUSTED NET LOSS** | $(3,564) | $(1,681) |
| **ADJUSTED DILUTED NET LOSS PER SHARE** | $(0.11) | $(0.05) |
| Diluted weighted average common shares outstanding | 31,887 | 33,064 |

*Unaudited*

*(in thousands, except per share amounts)*

|  | 39 Weeks Ended October 27, 2023 | October 28, 2022 |
| --- | ---: | ---: |
| Net loss | (122,064) | (9,232) |
| Goodwill and long-lived asset impairment | 106,700 | 120 |
| Corporate restructuring | 2,656 | — |
| Lands' End Japan closure | 122 | 3,858 |
| Tax effects on adjustments | (200) | (977) |
| **ADJUSTED NET LOSS** | $(12,786) | $(6,231) |
| **ADJUSTED DILUTED NET LOSS PER SHARE** | $(0.40) | $(0.19) |
| Diluted weighted average common shares outstanding | 32,140 | 33,196 |

While Adjusted EBITDA is a non-GAAP measurement, management believes that it is an important indicator of operating performance, and is useful to investors, because:

- EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax.
- Other significant items, while periodically affecting our results, may vary significantly from period to period and have a disproportionate effect in a given period, which affects comparability of results. We have adjusted our results for these items to make our statements more comparable and therefore more useful to investors as the items are not representative of our ongoing operations.
- Goodwill and long-lived asset impairment - charges associated with the non-cash write down of goodwill and certain long-lived assets for the 13 and 39 weeks ended October 27, 2023 and October 28, 2022.
- Corporate restructuring - severance costs associated with reduction in corporate positions, primarily in our Hong Kong sourcing office, for the 13 and 39 weeks ended October 27, 2023 .
- Lands’ End Japan closure – closing costs, net of other operating income, recorded for the 13 and 39 weeks ended October 27, 2023 and October 28, 2022.
- Net gain or loss on disposal of property and equipment – disposal of property and equipment for the 39 weeks ended October 27, 2023 and October 28, 2022.
- Other – amortization of transaction related costs associated with our Third Party distribution channel for the 13 weeks ended October 28, 2022 and the 39 weeks ended October 27, 2023 and October 28, 2022.

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

*Unaudited*

*(in thousands)*

|  | 13 Weeks Ended October 27, 2023 |  | October 28, 2022 |  |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(112,394) | (34.6)% | $(4,682) | (1.3)% |
| Income tax (benefit) | (459) | (0.1)% | (3,627) | (1.0)% |
| Other (income) expense, net | (132) | (0.0)% | 230 | 0.1% |
| Interest expense | 11,677 | 3.6% | 10,825 | 2.9% |
| Operating (loss) income | (101,308) | (31.2)% | 2,746 | 0.7% |
| Depreciation and amortization | 9,595 | 3.0% | 9,761 | 2.6% |
| Goodwill and long-lived asset impairment | 106,700 | 32.9% | 120 | 0.0% |
| Corporate restructuring | 2,266 | 0.7% | — | —% |
| Lands' End Japan closure | 23 | 0.0% | 3,858 | 1.0% |
| Other | — | —% | 178 | 0.0% |
| **Adjusted EBITDA** | $17,276 | 5.3% | $16,663 | 4.5% |

*Unaudited*

*(in thousands)*

|  | 39 Weeks Ended October 27, 2023 |  | October 28, 2022 |  |
| --- | ---: | ---: | ---: | ---: |
| Net loss | $(122,064) | (12.7)% | $(9,232) | (0.9)% |
| Income tax expense (benefit) | 978 | 0.1% | (6,293) | (0.6)% |
| Other income, net | (488) | (0.1)% | (97) | (0.0)% |
| Interest expense | 35,984 | 3.8% | 27,807 | 2.7% |
| Operating (loss) income | (85,590) | (8.9)% | 12,185 | 1.2% |
| Depreciation and amortization | 28,439 | 3.0% | 29,228 | 2.8% |
| Goodwill and long-lived asset impairment | 106,700 | 11.1% | 120 | 0.0% |
| Corporate restructuring | 2,656 | 0.3% | — | —% |
| Lands' End Japan closure | 122 | 0.0% | 3,858 | 0.4% |
| Loss on disposal of property and equipment | 100 | 0.0% | 39 | 0.0% |
| Other | 189 | 0.0% | 866 | 0.1% |
| **Adjusted EBITDA** | $52,616 | 5.5% | $46,296 | 4.5% |

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

We use Net revenue to evaluate revenue performance for the U.S. eCommerce, International, Outfitters and Third Party distribution channels. For our Retail distribution channel, we use Same Store Sales as a key measure in evaluating performance. A Company Operated store is included in U.S. Same Store Sales calculations when it has been open for at least 14 months. Online sales and sales generated through our in-store web portal are considered revenue in our U.S. eCommerce and are excluded from U.S. Same Store Sales.

### Discussion and Analysis

### Third Quarter 2023 compared with Third Quarter 2022

### Net Revenue

Net revenue was $324.7 million for Third Quarter 2023, a decrease of $46.3 million or 12.5%, from $371.0 million during the Third Quarter 2022.

U.S. eCommerce Net revenue was $190.2 million for Third Quarter 2023, a decrease of $21.0 million or 10.0%, from $211.2 million during the Third Quarter 2022. The decrease in U.S. eCommerce was primarily driven by a concerted effort to reduce promotional activity and improved inventory management compared to the prior year resulting in higher margins with lower clearance inventory sales.

International eCommerce Net revenue was $26.2 million for Third Quarter 2023, a decrease of $11.8 million or 30.9%, from $38.0 million during the Third Quarter 2022. The decrease in International eCommerce was due to continued assortment editing with a focus on key categories and reduced clearance inventories in Europe and the closing of Lands’ End Japan at the end of Fiscal 2022. Excluding the $9.5 million of Lands’ End Japan, Net revenue for International eCommerce decreased 9.7%.

Outfitters Net revenue was $74.3 million for Third Quarter 2023, a decrease of $6.5 million or 8.0%, from $80.8 million during the Third Quarter 2022. The decrease was primarily driven by the conclusion of the Delta Air Lines contract in the First Quarter 2023 and timing of school uniform shipments compared to prior year partially offset by mid-single digit growth year-over-year in our business to business customers. Excluding the $4.2 million decrease in year over year revenue from the Delta Air Lines business, Net revenue for the Outfitters business decreased 3.0%.

Third Party Net revenue was $24.0 million for Third Quarter 2023, a decrease of $6.9 million or 22.4%, from $30.9 million during the Third Quarter 2022. The decrease was primarily attributed to weaker performance at Kohl’s partially offset by continued growth of marketplace sales through other existing marketplaces.

Retail Net revenue was $10.0 million for Third Quarter 2023, a decrease of $0.1 million or 1.0%, from $10.1 million during the Third Quarter 2022. Our U.S. Company Operated stores experienced an increase of 2.3% in Same Store Sales as compared to the Third Quarter 2022. On October 27, 2023 there were 26 U.S. Company Operated stores, compared to 29 U.S. Company Operated stores on October 28, 2022.

### Gross Profit

Gross profit was $152.6 million for Third Quarter 2023, an increase of $4.2 million or 2.8% from $148.4 million during the Third Quarter of 2022. Gross margin increased approximately 700 basis points to 47.0% in Third Quarter 2023, compared with 40.0% in Third Quarter 2022. The Gross margin improvement was primarily driven by new products across the brand, strength in transitional outerwear and adjacent product categories, reduction in sales of clearance inventory and improvements in supply chain costs in the third quarter of fiscal 2023 compared to the prior year.

### Selling and Administrative Expenses

Selling and administrative expenses increased $2.5 million to $135.3 million or 41.7% of total Net revenue in Third Quarter 2023 compared with $132.8 million or 35.8% of Net revenue in Third Quarter 2022. The approximately 590 basis points increase was driven by deleveraging from lower revenues and higher incentive related personnel costs, partially offset by lower marketing spend and continued cost controls.

### Depreciation and Amortization

Depreciation and amortization expense decreased $0.2 million to $9.6 million in Third Quarter 2023 compared with $9.8 million in the Third Quarter 2022.

### Goodwill Impairment

Goodwill impairment was $106.7 million in Third Quarter 2023 compared to none in Third Quarter 2022. We recorded full impairment of the $70.4 million and $36.3 million of goodwill allocated to our U.S. eCommerce and Outfitters reporting units, respectively, in Third Quarter 2023 due to the decline in stock price and market capitalization, as well as current market conditions and macroeconomic conditions. See Note 1, *Background and Basis Presentation.*

### Other Operating Expense

Other operating expense, net was $2.3 million in Third Quarter 2023 compared to $3.1 million in Third Quarter 2022. The $0.8 million decrease was due to $3.0 million of Lands’ End Japan closing costs recorded in Third Quarter 2022 compared to $2.3 million of corporate restructuring costs, primarily severance costs in our Hong Kong sourcing office, recorded in Third Quarter 2023.

### Operating Income (Loss)

Operating loss was $101.3 million in Third Quarter 2023 compared to Operating income of $2.7 million in Third Quarter 2022. The $104.0 million increase in Operating loss was primarily a result of the $106.7 million non-cash goodwill impairment charge recorded in Third Quarter 2023.

### Interest Expense

Interest expense was $11.7 million in Third Quarter 2023 compared to $10.8 million in Third Quarter 2022. The $0.9 million increase was driven by higher applicable interest rates under the Term Loan Facility offset by lower ABL Facility interest related to lower average outstanding balances.

### Other Expense (Income)

Other income was $0.1 million in Third Quarter 2023 compared to Other expense of $0.2 million in Third Quarter 2022.

### Income Tax (Benefit) Expense

We recorded an income tax benefit at an overall effective tax rate of 0.4% and 43.7% for Third Quarter 2023 and Third Quarter 2022, respectively. The overall effective tax rate for the 13 weeks ended October 27, 2023, reflects the impacts resulting from the impairment of non-tax deductible goodwill recorded in the Third Quarter 2023. The overall effective tax rate for the 13 weeks ended October 28, 2022, reflect tax benefits recorded as a result of Lands’ End Japan closing costs recorded in the Third Quarter 2022.

### Net Income (Loss)

Net loss was $112.4 million and diluted loss per share was $3.52 in Third Quarter 2023 compared with Net loss of $4.7 million and diluted loss per share of $0.14 in Third Quarter 2022. The increase in Net loss was primarily due to the $106.7 million non-cash goodwill impairment charge recorded in Third Quarter 2023.

### Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $17.3 million in Third Quarter 2023 and $16.7 million in Third Quarter 2022, respectively.

### Adjusted Net Income (Loss)

Adjusted net loss was $3.6 million and Adjusted diluted net loss per share was $0.11 in Third Quarter 2023 compared with Adjusted net loss of $1.7 million and Adjusted diluted net loss per share of $0.05 in Third Quarter 2022.

### Year-to-Date 2023 compared with Year-to-Date 2022

### Net Revenue

Net revenue was $957.7 million for Year-to-Date 2023 a decrease of $68.2 million or 6.6% from $1.0 billion during Year-to-Date 2022.

U.S. eCommerce Net revenue was $563.8 million for Year-to-Date 2023, a decrease of $25.6 million or 4.3%, from $589.4 million during the Year-to-Date 2022. The decrease in U.S. eCommerce was primarily driven by continued promotional productivity within swim, outerwear and newness in adjacent product categories and improved inventory management resulting in higher margins with lower clearance inventory sales.

International eCommerce Net revenue was $74.4 million for Year-to-Date 2023, a decrease of $44.1 million or 37.2%, from $118.5 million during the Year-to-Date 2022. The decrease in International eCommerce was due to continued assortment editing with a focus on key categories and reduced clearance inventories in Europe and the closing of Lands’ End Japan at the end of Fiscal 2022. Excluding the $25.5 million of Lands’ End Japan, Net revenue for International eCommerce decreased 19.9% .

Outfitters Net revenue was $216.3 million for Year-to-Date 2023, an increase of $10.9 million or 5.3%, from $205.4 million during the Year-to-Date 2022. Compared to the Year-to-Date 2022, the increase was primarily driven by inventory sales to Delta Air Lines at the conclusion of their five-year contract in the First Quarter 2023. Excluding the $9.2 million increase in year over year revenue from the Delta Air Lines business, Net revenue for the Outfitters business increased by 0.9%.

Third Party Net revenue was $71.4 million for Year-to-Date 2023, a decrease of $8.4 million or 10.6% from $79.8 million during the Year-to-Date 2022. The decrease was primarily driven by a decline in Kohl’s partially offset by growth in marketplace sales through other existing marketplaces.

Retail Net revenue was $31.8 million for Year-to-Date 2023, a decrease of $0.9 million or 2.8%, from $32.7 million during the Year-to-Date 2022. Our U.S. Company Operated stores experienced an increase of 0.3% in Same Store Sales as compared to the Year-to-Date 2022. On October 27, 2023 there were 26 U.S. Company Operated stores compared to 29 U.S. Company Operated stores on October 28, 2022.

### Gross Profit

Gross profit was $430.1 million for Year-to-Date 2023, an increase of $8.5 million or 2.0% from $421.6 million during Year-to-Date 2022. Gross margin increased to 44.9% in Year-to-Date 2023, compared with 41.1% in Year-to-Date 2022. The 380 basis point improvement in gross margin was primarily driven by leveraging the strength in the swim, outerwear and newness in adjacent product categories across the channels, reduction in clearance inventory and improvements in supply chain costs for Year-to-Date 2023 compared to the prior year.

### Selling and Administrative Expenses

Selling and administrative expenses increased $0.6 million to $377.7 million or 39.4% of total Net revenue in Year-to-Date 2023 compared with $377.1 million or 36.8% of Net revenue in Year-to-Date 2022. The approximately 270 basis point increase was driven by deleveraging from lower revenues and higher incentive related personnel costs, partially offset by lower digital marketing spend and continued cost controls.

### Depreciation and Amortization

Depreciation and amortization expense was $28.4 million in Year-to-Date 2023, a decrease of $0.8 million or 2.7%, compared with $29.2 million in Year-to-Date 2022.

### Goodwill Impairment

Goodwill impairment was $106.7 million in Year-to-Date 2023 compared to none in Year-to-Date 2022. We recorded full impairment of the $70.4 million and $36.3 million of goodwill allocated to our U.S. eCommerce and Outfitters reporting units, respectively, in Year-to-Date 2023 due to the decline in stock price and market capitalization, as well as current market conditions and macroeconomic conditions. See Note 1, *Background and Basis Presentation.*

### Other Operating Expense

Other operating expense, net was $2.9 million in Year-to-Date 2023, a decrease of $0.2 million or 6.5% compared with $3.1 million in Year-to-Date 2022. Year-to-Date 2023 includes $2.7 million of corporate restructuring costs, primarily severance costs in our Hong Kong sourcing office, compared to $3.0 million of Lands’ End Japan closing costs recorded in Year-to-Date 2022.

***Operating Income (Loss)***

Operating loss was $85.6 million in Year-to-Date 2023 compared to Operating income of $12.2 million in Year-to-Date 2022. The $97.8 million increase in Operating loss was a result of the $106.7 million non-cash goodwill impairment charge recorded in Third Quarter 2023.

### Interest Expense

Interest expense was $36.0 million in Year-to-Date 2023 compared to $27.8 million in Year-to-Date 2022. The $8.2 million increase was primarily attributed to higher applicable interest rates on the Debt Facilities.

### Other Expense (Income)

Other income was $0.5 million in Year-to-Date 2023 compared to Other income $0.1 million in Year-to-Date 2022.

### Income Tax (Benefit) Expense

We recorded an income tax expense at an overall effective tax rate of (0.8)% for Year-to-Date 2023 and an income tax benefit of 40.5% for Year-to-Date 2022. The overall effective tax rate for the 39 weeks ended October 27, 2023, reflects the impacts resulting from the impairment of non-tax deductible goodwill recorded in the Third Quarter 2023. The overall effective tax rate for the 39 weeks ended October 28, 2022, reflect tax benefits recorded as a result of Lands’ End Japan closing costs recorded in the Third Quarter 2022.

### Net Income (Loss)

As a result of the above factors, Net loss was $122.1 million and diluted loss per share was $3.80 in Year-to-Date 2023 compared with Net loss of $9.2 million and diluted loss per share of $0.28 in Year-to-Date 2022. The increase in Net loss was primarily due to the $106.7 million non-cash goodwill impairment charge recorded in Third Quarter 2023.

### Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $52.6 million in Year-to-Date 2023 compared to $46.3 million in Year-to-Date 2022.

### Adjusted Net Income (Loss)

Adjusted net loss was $12.8 million and Adjusted diluted net loss per share was $0.40 in Year-to-Date 2023 compared with Adjusted net loss of $6.2 million and Adjusted diluted net loss per share of $0.19 in Year-to-Date 2022.

### Liquidity and Capital Resources

Our primary need for liquidity is to fund working capital requirements of our business, capital expenditures, debt service and for general corporate purposes. Our cash and cash equivalents and the ABL Facility serve as sources of liquidity for short-term working capital needs and general corporate purposes. The ABL Facility had a balance outstanding of $110.0 million on October 27, 2023, other than letters of credit. Cash generated from our net revenue and profitability, and to a lesser extent our changes in working capital, are driven by the seasonality of our business, with a significant amount of net revenue and operating cash flows generally occurring in the fourth fiscal quarter of each year. We expect that our cash on hand and cash flows from operations, along with revolving on the ABL Facility, will be adequate to meet our capital requirements and operational needs for at least the next 12 months.

### Description of Material Indebtedness

#### Debt Arrangements

Our $275.0 million committed revolving ABL Facility includes a $70.0 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The amount available to borrow is the lesser of (1) the Aggregate Commitments of $275.0 million (“ABL Facility Limit”) or (2) the Borrowing Base which is calculated from Eligible Inventory, Trade Receivables and Credit Card Receivables, all foregoing capitalized terms not defined herein are as defined in the ABL Facility. The balance outstanding on October 27, 2023 and October 28, 2022 was $110.0 million and $160.0 million, respectively. The balance of outstanding letters of credit was $8.9 million and $11.8 million on October 27, 2023 and October 28, 2022, respectively.

On September 9, 2020, we entered into the Term Loan Facility which provided borrowings of $275.0 million. Origination costs, including an Original Issue Discount (“OID”) of 3% and $5.1 million in debt origination fees, were paid in connection with entering into the Term Loan Facility.

#### Interest; Fees

Effective May 12, 2023, we executed the Fourth Amendment (the “Fourth Amendment”) to the ABL Facility which replaced the interest rate benchmark based on LIBOR with an interest rate benchmark based on SOFR plus an adjustment of 0.10% for all loans (“ABL Adjusted SOFR”). This transition resulted in no material interest rate impact. The ABL Adjusted SOFR rate is now available for all new loans after the effective date of the Fourth Amendment.

Effective with the Fourth Amendment, the ABL Facility interest rate, selected at the borrower’s election, is either (1) ABL Adjusted SOFR, or (2) a base rate which is the greater of (a) the federal funds rate plus 0.50%, (b) the one-month ABL Adjusted SOFR rate plus 1.00%, or (c) the Wells Fargo “prime rate”. The borrowing margin for ABL Adjusted SOFR loans is (i) less than $95.0 million,

1.25%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 1.50%, and (iii) greater than or equal to $180.0 million, 1.75%. For base rate loans, the borrowing margin is (i) less than $95.0 million, 0.50%, (ii) equal to or greater than $95.0 million but less than $180.0 million, 0.75%, and (iii) greater than or equal to $180.0 million, 1.00% (“Applicable Borrowing Margin”). The Applicable Borrowing Margin for all loans is based upon the average daily total loans outstanding for the previous quarter.

Prior to the Fourth Amendment to the ABL Facility, the interest rate, selected at the borrower’s election, was either (1) LIBOR (plus the Applicable Borrowing Margin), or (2) a base rate (plus the Applicable Borrowing Margin) which was the greater of (a) the federal funds rate plus 0.50%, (b) the one-month LIBOR rate plus 1.00%, or (c) the Wells Fargo “prime rate”.

Effective June 22, 2023, we entered into Amendment No. 1 (the “First Amendment”) to the Term Loan Facility which (subject to a 1% floor) replaced the interest rate benchmark based upon LIBOR with an interest rate benchmark based upon SOFR plus adjustments of either (a) 0.11448% for a one-month interest period, (b) 0.26161% for a three-month interest period, or (c) 0.42826% for a six-month interest period (“Term Loan Adjusted SOFR”). This transition resulted in no material interest rate impact.

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

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

During Second Quarter 2023, we adopted ASU 2020-04, the optional practical expedient for Reference Rate Reform related to its Debt Facilities and as such, these amendments are treated as a continuation of the existing debt agreement and no gain or loss on these modifications were recorded in the Condensed Consolidated Statement of Operations.

Customary agency fees are payable in respect of the Debt Facilities. The ABL Facility fees include (i) commitment fees of 0.25% based upon the average daily unused commitment (aggregate commitment less loans and letter of credit outstanding) under the ABL Facility for the preceding fiscal quarter and (ii) customary letter of credit fees. As of October 27, 2023, we had borrowings of $110.0 million under the ABL Facility.

#### Maturity; Amortization and Prepayments

The ABL Facility maturity date is the earlier of (a) July 29, 2026 and (b) June 9, 2025 if, on or prior to such date, the Term Loan Facility has not been refinanced, extended or repaid in full in accordance with the terms thereof and not replaced with other indebtedness.

The Term Loan Facility matures on September 9, 2025 and amortizes at a rate equal to 1.25% per quarter. It is subject to mandatory prepayments in an amount equal to a percentage of the borrower’s excess cash flows in each fiscal year, ranging from 0% to 75% depending on our total leverage ratio, and with the proceeds of certain asset sales, casualty events and extraordinary receipts. The loan could not be voluntarily prepaid during the first two years of its term without significant penalties. A prepayment premium of 1% applies to voluntary prepayments and certain mandatory prepayments made between September 9, 2023 and September 9, 2024 and no premium applies to such prepayments thereafter.

#### Guarantees; Security

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

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

#### Representations and Warranties; Covenants

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

The Term Loan Facility contains certain financial covenants, including a quarterly maximum total leverage ratio test, a weekly minimum liquidity test and an annual maximum capital expenditure amount.

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

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

As of October 27, 2023, we were in compliance with our financial covenants in the Debt Facilities.

#### Events of Default

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

### Cash Flows from Operating Activities

Net cash provided by operating activities was $36.7 million during Year-to-Date 2023 compared to net cash used in operating activities of $126.0 million during Year-To-Date 2022. The $162.7 million improvement in cash provided by operating activities was primarily due to the year-over-year improvement in inventory flow and productivity.

### Cash Flows from Investing Activities

Net cash used in investing activities was $28.5 million and $20.5 million during Year-To-Date 2023 and Year-To-Date 2022, respectively. Cash used in investing activities for both periods was primarily used for investments to update our digital information technology infrastructure.

For Fiscal 2023, we plan to invest approximately $35.0 million in capital expenditures for strategic investments and infrastructure, primarily in technology and general corporate needs.

### Cash Flows from Financing Activities

Net cash used in financing activities was $11.4 million during Year-To-Date 2023, compared with net cash provided by financing activities of $140.1 million during Year-To-Date 2022. The decrease in net cash provided by financing activities is primarily due to lower inventory levels.

### Contractual Obligations and Off-Balance-Sheet Arrangements

There have been no material changes to our contractual obligations and off-balance-sheet arrangements as discussed in our Annual Report on Form 10-K for the fiscal year ended January 27, 2023.

### Financial Instruments with Off-Balance-Sheet Risk

The $275.0 million committed revolving ABL Facility includes a $70.0 million sublimit for letters of credit and has a maturity date of the earlier of (a) July 29, 2026 and (b) June 9, 2025 if, on or prior to such date, the Term Loan Facility has not been refinanced, extended or repaid in full in accordance with the terms thereof and not replaced with other indebtedness. The ABL Facility is available for working capital and other general corporate liquidity needs. The balance outstanding on October 27, 2023 and October 28, 2022 was

$110.0 million and $160.0 million, respectively. The balance of outstanding letters of credit was $8.9 million and $11.8 million on October 27, 2023 and October 28, 2022, respectively.

### Application of Critical Accounting Policies and Estimates

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

### Goodwill and Trade Name Impairment Analysis

Goodwill and the indefinite-lived trade name intangible asset are tested separately for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Impairment assessments contain multiple uncertainties because the calculation requires management to make assumptions and to apply judgment to estimate future cash flows and asset fair values, including forecasting cash flows under different scenarios.

### Goodwill impairment assessments

In connection with the preparation of the financial statements included in this Form 10-Q, we considered the decline in our stock price and market capitalization, as well as current market and macroeconomic conditions, to be a triggering event for the U.S. eCommerce and Outfitters reporting units and therefore completed an interim test for impairment of goodwill for these reporting units as of October 27, 2023. We tested goodwill for impairment using a one-step quantitative test. The quantitative test compares the reporting unit’s fair value to its carrying value. An impairment is recorded for any excess carrying value above the reporting unit’s fair value, not to exceed the amount of goodwill. We estimate the fair value of our reporting units using a discounted cash flow model, commonly referred to as the income approach. The income approach uses a reporting unit’s projection of estimated operating results and cash flows that is discounted using a weighted-average cost of capital that reflects current market conditions appropriate to our reporting unit. The discounted cash flow model uses management’s best estimates of economic and market conditions over the projected period using the best information available, including growth rates in revenues, costs and estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, weighted average cost of capital and changes in future working capital requirements.

The testing resulted in full impairment of $70.4 million and $36.3 million of goodwill allocated to our U.S. eCommerce and Outfitters reporting units, respectively.

### Indefinite-lived intangible asset impairment assessments

Our indefinite-lived intangible asset is the Lands’ End trade name. We review the trade name for impairment on an annual basis during the fourth fiscal quarter, or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The fair value of the trade name indefinite-lived intangible asset is estimated using the relief from royalty method. The relief from royalty method is based on the assumption that, in lieu of ownership, a firm would be willing to pay a royalty in order to exploit the related benefits of this asset class. The relief from royalty method involves two steps: (1) estimation of reasonable royalty rates for the assets and (2) the application of these royalty rates to a forecasted net revenue stream and discounting the resulting cash flows to determine a present value. We multiply the selected royalty rate by the forecasted net revenue stream to calculate the cost savings (relief from royalty payment) associated with the asset. The cash flows are then discounted to present value using the selected discount rate and compared to the carrying value of the asset.

In connection with the preparation of the financial statements included in this Form 10-Q, we considered the decline in our stock price and market capitalization, as well as current market and macroeconomic conditions to be a triggering event for the Lands’ End trade name. The fair value of the trade name indefinite-lived intangible asset was estimated using the relief from royalty method and the testing resulted in no impairment to the Lands’ End trade name. Our impairment testing indicates the fair value of the trade name exceeds the carrying value by 6.1%.

### Long-lived Asset Impairment Analysis

Property and equipment are subject to a review for impairment if events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. In accordance with ASC 360, *Property, Plant and Equipment (“*ASC 360”) we reviewed the long-lived asset groups for impairment as of October 27, 2023.

The Company Operated store long-lived asset group, including Operating right-of-use assets, are regularly reviewed for impairment indicators. Impairment is assessed at the individual store level which is the lowest level of identifiable cash flows and considers the estimated undiscounted cash flows over the asset’s remaining life. If estimated undiscounted cash flows are insufficient to recover the investment, an impairment loss is recognized equal to the difference between the estimated fair value of the asset and its carrying value, net of salvage, and any costs of disposition. The fair value estimate is generally the discounted amount of estimated store-specific cash flows. We recognized long-lived asset impairment for Operating lease right-of-use assets and property and equipment, net for identified individual Company Operated stores in the amount of no impairment and $0.1 million as of October 27, 2023 and October 28, 2022, respectively, recorded in Other operating expense, net in the Condensed Consolidated Statement of Operations.

We reviewed the remaining long-lived asset groups for impairment as of October 27, 2023. We assessed the recoverability of our long-lived asset groups by comparing their projected undiscounted cash flows associated over remaining estimated useful lives of the primary asset in the long-lived asset group against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. As a result of the testing the undiscounted cash flows of the remaining asset groups exceeded their respective carrying amount resulting in no impairment.

For a complete discussion of our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended January 27, 2023. There have been no significant changes in our critical accounting policies or their application since January 27, 2023.

### Recent Accounting Pronouncements

See Part I, Item 1, Note 2, *Recent Accounting Pronouncements*, of the Condensed Consolidated Financial Statements (unaudited) included in this Quarterly Report on Form 10-Q for information regarding recent accounting pronouncements.

### CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This document contains forward-looking statements. Forward-looking statements reflect our current views with respect to, among other things, future events and performance. These statements may discuss, among other things, our net sales, gross margin, operating expenses, operating income, net income, adjusted EBITDA, cash flow, financial condition, financings, impairments, expenditures, growth, strategies, plans, achievements, dividends, capital structure, organizational structure, future store openings, market opportunities and general market and industry conditions. We generally identify forward-looking statements by words such as “anticipate,” “estimate,” “expect,” “intend,” “project,” “plan,” “predict,” “believe,” “seek,” “continue,” “outlook,” “may,” “might,” “will,” “should,” “can have,” “likely,” “targeting” or the negative version of these words or comparable words. Forward-looking statements are based on beliefs and assumptions made by management using currently available information. These statements are only predictions and are not guarantees of future performance, actions or events. Forward-looking statements are subject to risks and uncertainties. If one or more of these risks or uncertainties materialize, or if management’s underlying beliefs and assumptions prove to be incorrect, actual results may differ materially from those contemplated by a forward-looking statement. These risks and uncertainties include those risks, uncertainties and factors discussed in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended January 27, 2023 and “Part II, Item 1A Risk Factors” of this Quarterly Report on Form 10-Q. Forward-looking statements speak only as of the date on which they are made. We expressly disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable securities laws and regulations.

## Market risk

As filed, 2,577 characters.

### Foreign Currency Exchange Risk

The Company’s international subsidiaries operate with functional currencies other than the U.S. dollar. Since the Company’s Condensed Consolidated Financial Statements are presented in U.S. dollars, the Company must translate all components of these financial statements from the functional currencies into U.S. dollars at exchange rates in effect during or at the end of the reporting period. Net revenue generated from the International distribution channel represented approximately 8% of our total net revenue Year-to-Date 2023. The fluctuation in the value of the U.S. dollar against other currencies affects the reported amounts of net revenue, expenses, assets and liabilities. Assuming a 10% change in foreign currency exchange rates, net revenue for Year-to-Date 2023 would have increased or decreased by approximately $7.4 million. Translation gains or losses, which are recorded in other comprehensive income or loss, result from translation of the assets and liabilities of our international subsidiaries into U.S. dollars. Foreign currency translation losses, net, for Year-to-Date 2023 totaled approximately $0.4 million related to our international subsidiaries in United Kingdom and Germany. Additionally, the Company has foreign currency denominated intercompany receivables and payables that when settled result in a transaction gain or loss. A 10% change in foreign currency exchanges rates would not result in a significant transaction gain or loss in earnings. The Company does not utilize financial instruments for trading purposes or hedging and have not used any derivative financial instruments to limit foreign currency exchange rate exposures. The Company does not consider our foreign earnings to be permanently reinvested.

As of October 27, 2023, the Company had $9.0 million of cash and cash equivalents denominated in foreign currency in British pound sterling, Hong Kong dollar, euro and Japanese yen.

### Interest Rate Risk

We are subject to interest rate risk with the Term Loan Facility and the ABL Facility, as both require the Company to pay interest on outstanding borrowings at variable rates. Each one percentage point change in interest rates (above the 1.00% SOFR floor) associated with the Term Loan Facility would result in a $2.3 million change in our annual cash interest expenses. Assuming our ABL Facility was fully drawn to a principal amount equal to $275.0 million, each one percentage point change in interest rates would result in a $2.8 million change in our annual cash interest expense.

## Controls and procedures

As filed, 1,110 characters.

### Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of October 27, 2023, the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) are effective.

### Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal controls over financial reporting identified in connection with the evaluation required by Rules 13a-15 under the Exchange Act during the most recently completed fiscal quarter ended October 27, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 184 characters.

There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended January 27, 2023, filed with the SEC on April 10, 2023.

Filed Dec 5, 2023.
Source: SEC EDGAR, the filing index for accession 0000950170-23-068256. Last ingested by Listed: Oct 30, 2026, 16:02 ET. No prices; not investment advice.