(Exact Name of Registrant as Specified in Its Charter) | |||
(State or Other Jurisdiction of Incorporation) | |||
(Commission File Number) | (IRS Employer Identification No.) | ||
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
L Brands, Inc. | |||
Date: | February 26, 2020 | By: | /s/ STUART B. BURGDOERFER |
Stuart B. Burgdoerfer | |||
Executive Vice President and Chief Financial Officer |
• | Pre-tax, non-cash impairment charges of $725.0 million ($2.58 per share) related to Victoria’s Secret goodwill and store-related assets. |
• | A pre-tax charge, principally non-cash, related to the sale of La Senza of $99.2 million ($0.20 per share). |
• | the risk that the transactions contemplated by the Transaction Agreement dated as of Feb. 20, 2020 between the company and SP VS Buyer LP (the “Transaction”) is not consummated, including the risk that required regulatory approvals for the Transaction may not be obtained; |
• | diversion of our management’s attention away from other business concerns due to the Transaction; |
• | the ongoing obligations of the company in connection with the Transaction; |
• | general economic conditions, consumer confidence, consumer spending patterns and market disruptions including severe weather conditions, natural disasters, health hazards, terrorist activities, financial crises, political crises or other major events, or the prospect of these events; |
• | the seasonality of our business; |
• | the dependence on mall traffic and the availability of suitable store locations on appropriate terms; |
• | our ability to grow through new store openings and existing store remodels and expansions; |
• | our ability to successfully expand internationally and related risks; |
• | our independent franchise, license and wholesale partners; |
• | our direct channel businesses; |
• | our ability to protect our reputation and our brand images; |
• | our ability to attract customers with marketing, advertising and promotional programs; |
• | our ability to protect our trade names, trademarks and patents; |
• | the highly competitive nature of the retail industry and the segments in which we operate; |
• | consumer acceptance of our products and our ability to manage the life cycle of our brands, keep up with fashion trends, develop new merchandise and launch new product lines successfully; |
• | our ability to source, distribute and sell goods and materials on a global basis, including risks related to: |
• | political instability, significant health hazards, environmental hazards or natural disasters; |
• | duties, taxes and other charges; |
• | legal and regulatory matters; |
• | volatility in currency exchange rates; |
• | local business practices and political issues; |
• | potential delays or disruptions in shipping and transportation and related pricing impacts; |
• | disruption due to labor disputes; and |
• | changing expectations regarding product safety due to new legislation; |
• | our geographic concentration of vendor and distribution facilities in central Ohio; |
• | fluctuations in foreign currency exchange rates; |
• | stock price volatility; |
• | our ability to pay dividends and related effects; |
• | our ability to maintain our credit rating; |
• | our ability to service or refinance our debt; |
• | shareholder activism matters; |
• | our ability to retain key personnel; |
• | our ability to attract, develop and retain qualified associates and manage labor-related costs; |
• | the ability of our vendors to deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations; |
• | fluctuations in product input costs; |
• | our ability to adequately protect our assets from loss and theft; |
• | fluctuations in energy costs; |
• | increases in the costs of mailing, paper and printing; |
• | claims arising from our self-insurance; |
• | liabilities arising from divested businesses; |
• | our ability to implement and maintain information technology systems and to protect associated data; |
• | our ability to maintain the security of customer, associate, third-party or company information; |
• | our ability to comply with regulatory requirements; |
• | legal and compliance matters; and |
• | tax, trade and other regulatory matters. |
L Brands: | ||
Investor Relations | Media Relations | |
Amie Preston | Tammy Roberts Myers | |
(614) 415-6704 | (614) 415-7072 | |
apreston@lb.com | communications@lb.com |
Fourth Quarter | Fourth Quarter | Year | Year | ||||
2019 | 2018 | 2019 | 2018 | ||||
Victoria's Secret1 | (10%) | (3%) | (7%) | (2%) | |||
Bath & Body Works1 | 10% | 12% | 10% | 11% | |||
L Brands2 | (2%) | 3% | (1%) | 3% |
Fourth Quarter | Fourth Quarter | Year | Year | ||||
2019 | 2018 | 2019 | 2018 | ||||
Victoria's Secret1 | (10%) | (7%) | (9%) | (6%) | |||
Bath & Body Works1 | 5% | 8% | 5% | 8% | |||
L Brands2 | (4%) | (1%) | (3%) | (1%) |
Fourth Quarter | Fourth Quarter | Year | Year | ||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Victoria's Secret1 | $ | 1,649.3 | $ | 1,849.3 | $ | 5,111.5 | $ | 5,627.9 | |||||||
Victoria's Secret Direct | 626.5 | 682.5 | 1,693.0 | 1,747.0 | |||||||||||
Total Victoria's Secret | $ | 2,275.8 | $ | 2,531.8 | $ | 6,804.5 | $ | 7,374.9 | |||||||
Bath & Body Works1 | $ | 1,744.0 | $ | 1,626.1 | $ | 4,212.4 | $ | 3,907.2 | |||||||
Bath & Body Works Direct | 430.8 | 324.7 | 958.1 | 723.8 | |||||||||||
Total Bath & Body Works | $ | 2,174.8 | $ | 1,950.8 | $ | 5,170.5 | $ | 4,631.0 | |||||||
VS & BBW International2 | $ | 177.1 | $ | 190.7 | $ | 600.0 | $ | 605.3 | |||||||
Other | $ | 79.4 | $ | 179.0 | $ | 339.2 | $ | 625.7 | |||||||
L Brands | $ | 4,707.1 | $ | 4,852.3 | $ | 12,914.2 | $ | 13,236.9 |
Stores | Stores | |||||||
Operating | Operating | |||||||
at 2/2/19 | Opened | Closed | at 2/1/20 | |||||
Victoria's Secret U.S. | 957 | 4 | (52 | ) | 909 | |||
PINK U.S. | 141 | 3 | — | 144 | ||||
Victoria's Secret Canada | 39 | — | (6 | ) | 33 | |||
PINK Canada | 6 | — | (1 | ) | 5 | |||
Total Victoria's Secret | 1,143 | 7 | (59 | ) | 1,091 | |||
Bath & Body Works U.S. | 1,619 | 38 | (20 | ) | 1,637 | |||
Bath & Body Works Canada | 102 | 1 | (1 | ) | 102 | |||
Total Bath & Body Works | 1,721 | 39 | (21 | ) | 1,739 | |||
Victoria's Secret U.K./Ireland | 21 | — | — | 21 | ||||
PINK U.K. | 5 | — | — | 5 | ||||
Victoria's Secret Beauty and Accessories | 38 | 10 | (7 | ) | 41 | |||
Victoria's Secret Greater China | 15 | 8 | — | 23 | ||||
Total International | 79 | 18 | (7 | ) | 90 | |||
Total L Brands Stores | 2,943 | 64 | (87 | ) | 2,920 |
Stores | Stores | |||||||
Operating | Operating | |||||||
at 2/2/19 | Opened | Closed | at 2/1/20 | |||||
Victoria's Secret Beauty & Accessories - Travel Retail | 164 | 15 | (26 | ) | 153 | |||
Bath & Body Works - Travel Retail | 12 | 4 | — | 16 | ||||
Victoria's Secret Beauty & Accessories | 219 | 9 | (21 | ) | 207 | |||
Victoria's Secret | 47 | 25 | — | 72 | ||||
PINK | 9 | 3 | — | 12 | ||||
Bath & Body Works | 223 | 43 | (4 | ) | 262 | |||
Total | 674 | 99 | (51 | ) | 722 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENTS OF INCOME (LOSS) | |||||||
THIRTEEN WEEKS ENDED FEBRUARY 1, 2020 AND FEBRUARY 2, 2019 | |||||||
(Unaudited) | |||||||
(In thousands except per share amounts) | |||||||
2019 | 2018 | ||||||
Net Sales | $ | 4,707,141 | $ | 4,852,309 | |||
Costs of Goods Sold, Buying and Occupancy | (2,913,454 | ) | (2,884,629 | ) | |||
Gross Profit | 1,793,687 | 1,967,680 | |||||
General, Administrative and Store Operating Expenses | (1,022,397 | ) | (1,068,990 | ) | |||
Impairment of Victoria's Secret Goodwill | (689,576 | ) | — | ||||
Loss on Divestiture of La Senza | — | (99,242 | ) | ||||
Operating Income | 81,714 | 799,448 | |||||
Interest Expense | (91,977 | ) | (92,812 | ) | |||
Other Income | 3,720 | 4,390 | |||||
Income (Loss) Before Income Taxes | (6,543 | ) | 711,026 | ||||
Provision for Income Taxes | 185,712 | 170,944 | |||||
Net Income (Loss) | $ | (192,255 | ) | $ | 540,082 | ||
Net Income (Loss) Per Diluted Share | $ | (0.70 | ) | $ | 1.94 | ||
Weighted Average Shares Outstanding | 276,477 | 277,935 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENTS OF INCOME (LOSS) | |||||||
FIFTY-TWO WEEKS ENDED FEBRUARY 1, 2020 AND FEBRUARY 2, 2019 | |||||||
(Unaudited) | |||||||
(In thousands except per share amounts) | |||||||
2019 | 2018 | ||||||
Net Sales | $ | 12,914,236 | $ | 13,236,878 | |||
Costs of Goods Sold, Buying and Occupancy | (8,463,793 | ) | (8,338,071 | ) | |||
Gross Profit | 4,450,443 | 4,898,807 | |||||
General, Administrative and Store Operating Expenses | (3,471,946 | ) | (3,562,778 | ) | |||
Impairment of Victoria's Secret Goodwill | (720,051 | ) | — | ||||
Loss on Divestiture of La Senza | — | (99,242 | ) | ||||
Operating Income | 258,446 | 1,236,787 | |||||
Interest Expense | (378,082 | ) | (384,728 | ) | |||
Other Income (Loss) | (61,830 | ) | 5,124 | ||||
Income (Loss) Before Income Taxes | (181,466 | ) | 857,183 | ||||
Provision for Income Taxes | 184,930 | 213,300 | |||||
Net Income (Loss) | $ | (366,396 | ) | $ | 643,883 | ||
Net Income (Loss) Per Diluted Share | $ | (1.33 | ) | $ | 2.31 | ||
Weighted Average Shares Outstanding | 276,163 | 278,840 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||||||||||
ADJUSTED FINANCIAL INFORMATION | |||||||||||||||
(Unaudited) | |||||||||||||||
(In thousands except per share amounts) | |||||||||||||||
Fourth Quarter | Year-to-Date | ||||||||||||||
2019 | 2018 | 2019 | 2018 | ||||||||||||
Details of Special Items - Income (Expense) | |||||||||||||||
Impairment of Victoria's Secret Goodwill | $ | (689,576 | ) | $ | — | $ | (720,051 | ) | $ | — | |||||
Victoria's Secret Store-Related Asset Impairment | (35,384 | ) | — | (252,442 | ) | (80,878 | ) | ||||||||
Henri Bendel Closure Costs | — | — | — | (20,310 | ) | ||||||||||
Loss on Divestiture of La Senza | — | (99,242 | ) | — | (99,242 | ) | |||||||||
Special Items included in Operating Income | (724,960 | ) | (99,242 | ) | (972,493 | ) | (200,430 | ) | |||||||
La Senza Charges | — | — | (37,217 | ) | — | ||||||||||
Loss on Extinguishment of Debt | — | — | (39,564 | ) | — | ||||||||||
Special Items included in Other Income (Loss) | — | — | (76,781 | ) | — | ||||||||||
Tax Effect of Special Items included in Operating Income and Other Income (Loss) | 8,997 | 44,117 | 45,544 | 57,580 | |||||||||||
Special Items included in Net Income (Loss) | $ | (715,963 | ) | $ | (55,125 | ) | $ | (1,003,730 | ) | $ | (142,850 | ) | |||
Special Items included in Earnings (Loss) Per Diluted Share | $ | (2.58 | ) | $ | (0.20 | ) | $ | (3.62 | ) | $ | (0.51 | ) | |||
Reconciliation of Reported Operating Income to Adjusted Operating Income | |||||||||||||||
Reported Operating Income | $ | 81,714 | $ | 799,448 | $ | 258,446 | $ | 1,236,787 | |||||||
Special Items included in Operating Income | 724,960 | 99,242 | 972,493 | 200,430 | |||||||||||
Adjusted Operating Income | $ | 806,674 | $ | 898,690 | $ | 1,230,939 | $ | 1,437,217 | |||||||
Reconciliation of Reported Net Income (Loss) to Adjusted Net Income | |||||||||||||||
Reported Net Income (Loss) | $ | (192,255 | ) | $ | 540,082 | $ | (366,396 | ) | $ | 643,883 | |||||
Special Items included in Net Income (Loss) | 715,963 | 55,125 | 1,003,730 | 142,850 | |||||||||||
Adjusted Net Income | $ | 523,708 | $ | 595,207 | $ | 637,334 | $ | 786,733 | |||||||
Reconciliation of Reported Earnings (Loss) Per Diluted Share to Adjusted Earnings Per Diluted Share | |||||||||||||||
Reported Earnings (Loss) Per Diluted Share | $ | (0.70 | ) | $ | 1.94 | $ | (1.33 | ) | $ | 2.31 | |||||
Special Items included in Earnings (Loss) Per Diluted Share | 2.58 | 0.20 | 3.62 | 0.51 | |||||||||||
Adjusted Earnings Per Diluted Share | $ | 1.88 | $ | 2.14 | $ | 2.29 | $ | 2.82 |
• | A $689.6 million charge ($686.4 million net of tax of $3.2 million) related to the impairment of Victoria’s Secret goodwill. |
• | A $35.4 million charge ($29.5 million net of tax of $5.8 million), included in buying and occupancy expenses, related to the impairment of Victoria’s Secret store-related assets. |
• | A $217.1 million charge ($199.6 million net of tax of $17.5 million), included in buying and occupancy expenses, related to the impairment of Victoria’s Secret store-related assets. |
• | A $30.5 million charge (no tax impact) related to the impairment of Victoria’s Secret goodwill. |
• | A $37.2 million charge ($27.7 million net of tax of $9.5 million), included in other income (loss), to increase reserves related to ongoing guarantees for the La Senza business which was sold in the fourth quarter of 2018. |
• | A $39.6 million pre-tax loss ($30.0 million net of tax of $9.5 million), included in other income (loss), associated with the early extinguishment of $764 million in outstanding notes maturing between 2020 and 2022 through the issuance of $500 million of new notes maturing in 2029 and the use of $315 million in cash, lowering total debt by $264 million. |
• | A $99.2 million ($55.1 million net of tax of $44.1 million) loss on the sale of La Senza to an affiliate of Regent LP. |
• | An $80.9 million charge ($72.7 million net of tax of $8.2 million), included in buying and occupancy expenses, related to the impairment of certain Victoria’s Secret store-related assets. |
• | $20.3 million ($15.0 million net of tax of $5.3 million) of Henri Bendel closure costs, included in buying and occupancy expenses ($13.8 million) and general, administrative and store operating expenses ($6.5 million). |