(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: | August 19, 2020 | By: | /s/ STUART B. BURGDOERFER |
Stuart B. Burgdoerfer | |||
Executive Vice President and Chief Financial Officer |
• | A pre-tax non-cash charge of $117.1 million ($0.35 per share) related to the impairment of certain Victoria’s Secret lease and store assets; |
• | A pre-tax charge of $80.8 million ($0.23 per share), principally severance, related to previously announced restructuring actions; |
• | A pre-tax net gain, primarily non-cash, of $36.3 million ($0.09 per share) related to the closure and termination of our lease and the related liability for the Victoria’s Secret Hong Kong flagship store; and, |
• | An income tax benefit of $20.5 million ($0.07 per share) related to recent changes in tax legislation included in the CARES act. |
• | A pre-tax charge of $39.6 million ($0.11 per share) related to the early extinguishment of debt. |
• | General economic conditions, consumer confidence, consumer spending patterns and market disruptions including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises or other major events, or the prospect of these events; |
• | divestitures or other dispositions, including any divestiture of Victoria’s Secret and related operations, could negatively impact our business, and contingent liabilities from businesses that we have sold could adversely affect our financial statements; |
• | the seasonality of our business; |
• | difficulties arising from turnover in company leadership or other key positions; |
• | our ability to attract, develop and retain qualified associates and manage labor-related costs; |
• | liabilities arising from divested businesses; |
• | 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, environmental hazards or natural disasters; |
• | significant health hazards or pandemics, which could result in closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas; |
• | 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; |
• | 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; |
• | 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 laws and regulations or other obligations related to data privacy and security; |
• | 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 | Brooke Wilson | |
(614) 415-6704 | (614) 415-6042 | |
apreston@lb.com | communications@lb.com |
Second Quarter | Second Quarter | Year- to- Date | Year- to- Date | ||||
2020 | 2019 | 2020 | 2019 | ||||
Bath & Body Works1 | 123% | 8% | 84% | 10% | |||
Victoria's Secret1 | 28% | (6%) | 6% | (6%) | |||
L Brands2 | 63% | (1%) | 32% | (1%) |
Second Quarter | Second Quarter | Year- to- Date | Year- to- Date | ||||
2020 | 2019 | 2020 | 2019 | ||||
Bath & Body Works1 | 87% | 4% | 54% | 6% | |||
Victoria's Secret1 | (10%) | (9%) | (13%) | (8%) | |||
L Brands2 | 33% | (4%) | 12% | (3%) |
Second Quarter | Second Quarter | % Inc/ (Dec) | Year- to- Date | Year- to- Date | % Inc/ (Dec) | ||||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||||||||
Bath & Body Works1 | $ | 678.1 | $ | 882.5 | (23 | %) | $ | 1,101.8 | $ | 1,596.8 | (31 | %) | |||||||||
Bath & Body Works Direct | 518.6 | 178.4 | 191 | % | 807.5 | 334.8 | 141 | % | |||||||||||||
Total Bath & Body Works | $ | 1,196.7 | $ | 1,060.9 | 13 | % | $ | 1,909.3 | $ | 1,931.6 | (1 | %) | |||||||||
Victoria's Secret1 | $ | 363.6 | $ | 1,232.5 | (70 | %) | $ | 877.6 | $ | 2,381.3 | (63 | %) | |||||||||
Victoria's Secret Direct | 613.9 | 373.1 | 65 | % | 921.5 | 735.2 | 25 | % | |||||||||||||
Total Victoria's Secret | $ | 977.5 | $ | 1,605.6 | (39 | %) | $ | 1,799.1 | $ | 3,116.5 | (42 | %) | |||||||||
VS & BBW International2 | $ | 80.0 | $ | 154.5 | (48 | %) | $ | 145.4 | $ | 289.5 | (50 | %) | |||||||||
Other | $ | 65.3 | $ | 80.5 | (19 | %) | $ | 119.9 | $ | 192.7 | (38 | %) | |||||||||
L Brands | $ | 2,319.5 | $ | 2,901.5 | (20 | %) | $ | 3,973.7 | $ | 5,530.3 | (28 | %) |
Stores | Stores | |||||||
at 2/1/20 | Opened | Closed | at 8/1/20 | |||||
Victoria's Secret U.S. | 909 | 2 | (198 | ) | 713 | |||
PINK U.S. | 144 | 1 | — | 145 | ||||
Victoria's Secret Canada | 33 | — | (9 | ) | 24 | |||
PINK Canada | 5 | — | (3 | ) | 2 | |||
Total Victoria's Secret | 1,091 | 3 | (210 | ) | 884 | |||
Bath & Body Works U.S. | 1,637 | 10 | (14 | ) | 1,633 | |||
Bath & Body Works Canada | 102 | — | — | 102 | ||||
Total Bath & Body Works | 1,739 | 10 | (14 | ) | 1,735 | |||
Victoria's Secret U.K./Ireland | 21 | — | — | 21 | ||||
PINK U.K. | 5 | — | — | 5 | ||||
Victoria's Secret Beauty and Accessories | 41 | 1 | (3 | ) | 39 | |||
Victoria's Secret Greater China | 23 | 3 | (1 | ) | 25 | |||
Total International | 90 | 4 | (4 | ) | 90 | |||
Total L Brands Stores | 2,920 | 17 | (228 | ) | 2,709 |
Stores | Stores | |||||||
at 2/1/20 | Opened | Closed | at 8/1/20 | |||||
Victoria's Secret Beauty & Accessories - Travel Retail | 153 | 1 | (5 | ) | 149 | |||
Bath & Body Works - Travel Retail | 16 | 1 | — | 17 | ||||
Victoria's Secret Beauty & Accessories | 207 | 1 | (8 | ) | 200 | |||
Victoria's Secret | 72 | 3 | — | 75 | ||||
PINK | 12 | 1 | — | 13 | ||||
Bath & Body Works | 262 | 6 | (1 | ) | 267 | |||
Total | 722 | 13 | (14 | ) | 721 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENTS OF INCOME (LOSS) | |||||||
THIRTEEN WEEKS ENDED AUGUST 1, 2020 AND AUGUST 3, 2019 | |||||||
(Unaudited) | |||||||
(In thousands except per share amounts) | |||||||
2020 | 2019 | ||||||
Net Sales | $ | 2,319,466 | $ | 2,901,538 | |||
Costs of Goods Sold, Buying and Occupancy | (1,607,986 | ) | (1,919,300 | ) | |||
Gross Profit | 711,480 | 982,238 | |||||
General, Administrative and Store Operating Expenses | (667,440 | ) | (807,637 | ) | |||
Operating Income | 44,040 | 174,601 | |||||
Interest Expense | (104,245 | ) | (95,110 | ) | |||
Other Loss | (56 | ) | (37,651 | ) | |||
Income (Loss) Before Income Taxes | (60,261 | ) | 41,840 | ||||
Provision (Benefit) for Income Taxes | (10,664 | ) | 4,244 | ||||
Net Income (Loss) | $ | (49,597 | ) | $ | 37,596 | ||
Net Income (Loss) Per Diluted Share | $ | (0.18 | ) | $ | 0.14 | ||
Weighted Average Shares Outstanding 1 | 277,795 | 278,487 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||
CONSOLIDATED STATEMENTS OF INCOME (LOSS) | |||||||
TWENTY-SIX WEEKS ENDED AUGUST 1, 2020 AND AUGUST 3, 2019 | |||||||
(Unaudited) | |||||||
(In thousands except per share amounts) | |||||||
2020 | 2019 | ||||||
Net Sales | $ | 3,973,675 | $ | 5,530,347 | |||
Costs of Goods Sold, Buying and Occupancy | (2,973,586 | ) | (3,614,095 | ) | |||
Gross Profit | 1,000,089 | 1,916,252 | |||||
General, Administrative and Store Operating Expenses | (1,273,748 | ) | (1,588,306 | ) | |||
Operating Income (Loss) | (273,659 | ) | 327,946 | ||||
Interest Expense | (201,044 | ) | (194,007 | ) | |||
Other Income (Loss) | 2,193 | (31,499 | ) | ||||
Income (Loss) Before Income Taxes | (472,510 | ) | 102,440 | ||||
Provision (Benefit) for Income Taxes | (126,046 | ) | 24,589 | ||||
Net Income (Loss) | $ | (346,464 | ) | $ | 77,851 | ||
Net Income (Loss) Per Diluted Share | $ | (1.25 | ) | $ | 0.28 | ||
Weighted Average Shares Outstanding 1 | 277,391 | 278,326 |
L BRANDS, INC. AND SUBSIDIARIES | |||||||||||||||
ADJUSTED FINANCIAL INFORMATION | |||||||||||||||
(Unaudited) | |||||||||||||||
(In thousands except per share amounts) | |||||||||||||||
Second Quarter | Year-to-Date | ||||||||||||||
2020 | 2019 | 2020 | 2019 | ||||||||||||
Details of Special Items - Income (Expense) | |||||||||||||||
Victoria's Secret Lease and Store Asset Impairment | $ | (117,109 | ) | $ | — | $ | (213,953 | ) | $ | — | |||||
Restructuring Charges | (80,807 | ) | — | (80,807 | ) | — | |||||||||
Hong Kong Store Closure and Lease Termination | 36,287 | — | 36,287 | — | |||||||||||
Special Items included in Operating Income (Loss) | (161,629 | ) | — | (258,473 | ) | — | |||||||||
Loss on Extinguishment of Debt | — | (39,564 | ) | — | (39,564 | ) | |||||||||
Special Items Included in Other Income (Loss) | — | (39,564 | ) | — | (39,564 | ) | |||||||||
Tax Benefit from the Resolution of Certain Tax Matters and Changes in Tax Legislation | 20,544 | — | 70,904 | — | |||||||||||
Tax Effect of Special Items included in Operating Income (Loss) and Other Income (Loss) | 22,456 | 9,532 | 47,296 | 9,532 | |||||||||||
Special Items included in Net Income (Loss) | $ | (118,629 | ) | $ | (30,032 | ) | $ | (140,273 | ) | $ | (30,032 | ) | |||
Special Items included in Earnings (Loss) Per Diluted Share | $ | (0.42 | ) | $ | (0.11 | ) | $ | (0.50 | ) | $ | (0.11 | ) | |||
Reconciliation of Reported Operating Income (Loss) to Adjusted Operating Income (Loss) | |||||||||||||||
Reported Operating Income (Loss) | $ | 44,040 | $ | 174,601 | $ | (273,659 | ) | $ | 327,946 | ||||||
Special Items included in Operating Income (Loss) | 161,629 | — | 258,473 | — | |||||||||||
Adjusted Operating Income (Loss) | $ | 205,669 | $ | 174,601 | $ | (15,186 | ) | $ | 327,946 | ||||||
Reconciliation of Reported Net Income (Loss) to Adjusted Net Income (Loss) | |||||||||||||||
Reported Net Income (Loss) | $ | (49,597 | ) | $ | 37,596 | $ | (346,464 | ) | $ | 77,851 | |||||
Special Items included in Net Income (Loss) | 118,629 | 30,032 | 140,273 | 30,032 | |||||||||||
Adjusted Net Income (Loss) | $ | 69,032 | $ | 67,628 | $ | (206,191 | ) | $ | 107,883 | ||||||
Reconciliation of Reported Earnings (Loss) Per Diluted Share to Adjusted Earnings (Loss) Per Diluted Share | |||||||||||||||
Reported Earnings (Loss) Per Diluted Share | $ | (0.18 | ) | $ | 0.14 | $ | (1.25 | ) | $ | 0.28 | |||||
Special Items included in Earnings (Loss) Per Diluted Share | 0.42 | 0.11 | 0.50 | 0.11 | |||||||||||
Adjusted Earnings (Loss) Per Diluted Share | $ | 0.25 | $ | 0.24 | $ | (0.74 | ) | $ | 0.39 |
• | A $96.8 million charge ($72.0 million net of tax of $24.8 million), included in buying and occupancy expenses, related to the impairment of certain Victoria’s Secret store assets. |
• | A $50.4 million tax benefit related to the resolution of certain tax matters. |
• | A $117.1 million charge ($98.7 million net of tax of $18.5 million), included in buying and occupancy expenses, related to the impairment of certain Victoria’s Secret lease and store assets. |
• | An $80.8 million charge ($65.2 million net of tax of $15.6 million), included in general, administrative and store operating expenses, related to previously announced restructuring actions. |
• | A $36.3 million gain ($24.7 million net of tax of $11.6 million), principally included in buying and occupancy expenses, related to the closure and termination of our lease and the related liability for the Victoria’s Secret Hong Kong flagship store. |
• | A $20.5 million income tax benefit related to recent changes in tax legislation included in the CARES Act. |
• | 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. |