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 ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ☒

As of ~~July 20, 2020~~May 25, 2021, the registrant had ~~32,600,590~~32,979,988 shares of common stock, $0.01 par value, outstanding.

In reliance on the Securities and Exchange Commission (the “SEC”) Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, SEC Release No. 34-88465, dated March 25, 2020 (the “Order”), the Company delayed the filing of this Quarterly Report on Form 10-Q, which was originally due on June 10, 2020.

The Company required additional time to finalize this Quarterly Report on Form 10-Q due to circumstances related to the coronavirus disease 2019 (COVID-19) pandemic. Areas such as impairment review of goodwill and long-lived assets, inventory reserves, lease accounting, other contingencies and accounting for the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) were complexities due to the impact of the COVID-19 pandemic that the Company deemed it necessary to review further prior to the finalization of the financial statements. Among other factors, the furlough of a majority of its corporate staff through May 26, 2020 and the “Safer at Home” order that was in effect for the State of Wisconsin from March 26, 2020 to May 14, 2020 materially impacted the Company’s employees, including employees who assist in preparing this Quarterly Report on Form 10-Q. In addition, since mid-March, management of the Company has been focused on responding to the pandemic and implementing programs and changes at the Company, including those regarding furloughs, workforce reductions, inventory management, liquidity management and financial flexibility, reductions in capital investment, store closures and re-opening plans, and the safety and wellness of employees in operations that have remained operational on its campus (primarily its distribution and customer care centers).

	13 Weeks Ended						13 Weeks Ended
(in thousands, except per share data)	May 1, 2020			May 3, 2019			April 30, 2021			May 1, 2020
Net revenue	$	217,008		$	262,433		$	321,297		$	217,008
Cost of sales (excluding depreciation and amortization)		122,853			142,559			173,560			122,853
Gross profit		94,155			119,874			147,737			94,155

Selling and administrative		105,796			116,844			125,522			105,796
Depreciation and amortization		8,786			7,618			9,904			8,786
Other operating expense, net		4,285			148			443			4,285
Operating loss		(24,712	)		(4,736	)
Operating income (loss)								11,868			(24,712	)
Interest expense		5,311			7,834			9,060			5,311
Other income, net		(173	)		(867	)		(167	)		(173	)
Loss before income taxes		(29,850	)		(11,703	)
Income tax benefit		(9,207	)		(4,885	)
NET LOSS	$	(20,643	)	$	(6,818	)
NET LOSS PER COMMON SHARE
Income (loss) before income taxes								2,975			(29,850	)
Income tax expense (benefit)								336			(9,207	)
NET INCOME (LOSS)							$	2,639		$	(20,643	)
NET INCOME (LOSS) PER COMMON SHARE
Basic:	$	(0.64	)	$	(0.21	)	$	0.08		$	(0.64	)
Diluted:	$	(0.64	)	$	(0.21	)	$	0.08		$	(0.64	)

Basic weighted average common shares outstanding		32,448			32,261			32,769			32,448
Diluted weighted average common shares outstanding		32,448			32,261			33,712			32,448

(in thousands, except per share data)	May 1, 2020			May 3, 2019			January 31, 2020			April 30, 2021			May 1, 2020			January 29, 2021
ASSETS
Current assets
Cash and cash equivalents	$	59,134		$	40,221		$	77,148		$	36,181		$	59,134		$	33,933
Restricted cash		1,953			1,821			2,149			2,327			1,953			1,861
Accounts receivable, net		35,381			27,510			50,953			41,350			35,381			37,574
Inventories, net		383,163			319,319			375,670			394,287			383,163			382,106
Prepaid expenses and other current assets		46,221			35,304			39,458			36,527			46,221			40,356
Total current assets		525,852			424,175			545,378			510,672			525,852			495,830
Property and equipment, net		155,511			152,405			157,665			139,991			155,511			145,288
Operating lease right-of-use asset		38,621			29,327			38,665			34,258			38,621			35,475
Goodwill		106,700			110,000			110,000			106,700			106,700			106,700
Intangible asset, net		257,000			257,000			257,000			257,000			257,000			257,000
Other assets		4,651			5,473			4,921			4,056			4,651			5,215
TOTAL ASSETS	$	1,088,335		$	978,380		$	1,113,629		$	1,052,677		$	1,088,335		$	1,045,508
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Current borrowings on ABL Facility	$	75,000		$	—		$	—		$	—		$	75,000		$	—
Current borrowings on Term Loan		382,858			5,150			5,150
Current portion of long-term debt											13,750			382,858			13,750
Accounts payable		101,445			98,623			158,436			105,597			101,445			134,007
Lease liability - current		5,867			8,786			5,864			4,962			5,867			5,183
Other current liabilities		82,904			84,172			114,116			145,206			82,904			161,982
Total current liabilities		648,074			196,731			283,566			269,515			648,074			314,922
Long-term borrowings on ABL Facility											80,000			—			25,000
Long-term debt, net		—			381,504			378,657			242,790			—			245,632
Lease liability - long-term		41,388			24,772			39,841			36,693			41,388			37,811
Deferred tax liabilities		65,446			56,108			57,651			47,441			65,446			47,346
Other liabilities		5,529			4,060			5,532			6,085			5,529			5,094
TOTAL LIABILITIES		760,437			663,175			765,247			682,524			760,437			675,805
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 32,596, 32,363 and 32,382, respectively		326			324			324
Common stock, par value $0.01 authorized: 480,000 shares; issued and outstanding: 32,977, 32,596 and 32,614, respectively											330			326			326
Additional paid-in capital		362,072			354,016			360,656			366,868			362,072			369,372
Accumulated deficit		(20,253	)		(25,718	)		390
Retained earnings (accumulated deficit)											13,865			(20,253	)		11,226
Accumulated other comprehensive loss		(14,247	)		(13,417	)		(12,988	)		(10,910	)		(14,247	)		(11,221	)
TOTAL STOCKHOLDERS' EQUITY		327,898			315,205			348,382			370,153			327,898			369,703
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,088,335		$	978,380		$	1,113,629		$	1,052,677		$	1,088,335		$	1,045,508

	13 Weeks Ended						13 Weeks Ended
(in thousands)	May 1, 2020			May 3, 2019			April 30, 2021			May 1, 2020
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(20,643	)	$	(6,818	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)							$	2,639		$	(20,643	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		8,786			7,618			9,904			8,786
Amortization of debt issuance costs		429			434			775			429
Loss (gain) on property and equipment		842			(55	)
Loss on property and equipment								443			842
Stock-based compensation		1,828			1,974			2,513			1,828
Deferred income taxes		8,132			(2,501	)		8			8,132
Goodwill impairment		3,300			—			—			3,300
Other		821			(133	)		276			821
Change in operating assets and liabilities:
Accounts receivable								(3,915	)		15,568
Inventories		(8,502	)		2,234			(11,932	)		(8,502	)
Accounts payable		(54,084	)		(20,205	)		(28,545	)		(54,084	)
Other operating assets		6,902			10,612			4,820			(8,666	)
Other operating liabilities		(28,009	)		(29,450	)		(15,688	)		(28,009	)
Net cash used in operating activities		(80,198	)		(36,290	)		(38,702	)		(80,198	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment		(10,789	)		(15,042	)		(4,942	)		(10,789	)
Net cash used in investing activities		(10,789	)		(15,042	)		(4,942	)		(10,789	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings under ABL Facility		75,000			—			75,000			75,000
Payments of term-loan		(1,288	)		(101,287	)
Payments of borrowings under ABL Facility								(20,000	)		—
Principal payments on long-term debt, net								(3,438	)		(1,288	)
Payments of employee withholding taxes on share-based compensation		(410	)		(687	)		(5,013	)		(410	)
Net cash provided by (used in) financing activities		73,302			(101,974	)
Payment of debt-issuance costs								(35	)		—
Net cash provided by financing activities								46,514			73,302
Effects of exchange rate changes on cash, cash equivalents and restricted cash		(525	)		(5	)		(156	)		(525	)
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		(18,210	)		(153,311	)
NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH								2,714			(18,210	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD		79,297			195,353			35,794			79,297
CASH, CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD	$	61,087		$	42,042		$	38,508		$	61,087
SUPPLEMENTAL CASH FLOW DATA
Unpaid liability to acquire property and equipment	$	4,707		$	4,901		$	3,227		$	4,707
Income taxes paid, net of refunds	$	(1,210	)	$	12		$	(5,152	)	$	(1,210	)
Interest paid	$	4,667		$	6,966		$	7,911		$	4,667
Lease liabilities arising from obtaining Operating lease right-of-use assets	$	3,074		$	3,731		$	—		$	3,074

	Common Stock Issued					Additional Paid-in			Retained Earnings/ (Accumulated			Accumulated Other Comprehensive			Total Stockholders'			Common Stock Issued					Additional Paid-in			Retained		Accumulated Other Comprehensive			Total Stockholders'
(in thousands)	Shares			Amount		Capital			Deficit)			Loss			Equity			Shares			Amount		Capital			Earnings		Loss			Equity
Balance at January 31, 2020		32,382		$	324	$	360,656		$	390		$	(12,988	)	$	348,382
Net loss		—			—		—			(20,643	)		—			(20,643	)
Balance at January 29, 2021																			32,614		$	326	$	369,372		$	11,226	$	(11,221	)	$	369,703
Net income																			—			—		—			2,639		—			2,639
Cumulative translation adjustment, net of tax		—			—		—			—			(1,259	)		(1,259	)		—			—		—			—		311			311
Stock-based compensation expense		—			—		1,828			—			—			1,828			—			—		2,513			—		—			2,513
Vesting of restricted shares		275			2		(2	)		—			—			—			553			4		(4	)		—		—			—
Restricted stock shares surrendered for taxes		(61	)		—		(410	)		—			—			(410	)		(190	)		—		(5,013	)		—		—			(5,013	)
Balance at May 1, 2020		32,596		$	326	$	362,072		$	(20,253	)	$	(14,247	)	$	327,898
Balance at April 30, 2021																			32,977		$	330	$	366,868		$	13,865	$	(10,910	)	$	370,153

	Common Stock Issued					Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Total Stockholders'			Common Stock Issued					Additional Paid-in			Retained Earnings/ (Accumulated			Accumulated Other Comprehensive			Total Stockholders'
(in thousands)	Shares			Amount		Capital			Deficit			Loss			Equity			Shares			Amount		Capital			Deficit)			Loss			Equity
Balance at February 1, 2019		32,220		$	320	$	352,733		$	(17,159	)	$	(13,183	)	$	322,711
Balance at January 31, 2020																			32,382		$	324	$	360,656		$	390		$	(12,988	)	$	348,382
Net loss		—			—		—			(6,818	)		—			(6,818	)		—			—		—			(20,643	)		—			(20,643	)
Cumulative translation adjustment, net of tax		—			—		—			—			(234	)		(234	)		—			—		—			—			(1,259	)		(1,259	)
Change in accounting principle related to lease accounting, net of tax		—			—		—			(1,741	)		—			(1,741	)
Stock-based compensation expense		—			—		1,974			—			—			1,974			—			—		1,828			—			—			1,828
Vesting of restricted shares		185			4		(4	)		—			—			—			275			2		(2	)		—			—			—
Restricted stock shares surrendered for taxes		(42	)		—		(687	)		—			—			(687	)		(61	)		—		(410	)		—			—			(410	)
Balance at May 3, 2019		32,363		$	324	$	354,016		$	(25,718	)	$	(13,417	)	$	315,205
Balance at May 1, 2020																			32,596		$	326	$	362,072		$	(20,253	)	$	(14,247	)	$	327,898

Lands' End, Inc. ("Lands' End" or the "Company") is a leading uni-channel retailer of casual clothing, accessories, footwear and home products. Lands’ End offers products online at www.landsend.com, on ~~third party~~third-party online marketplaces and through its own Company Operated stores, as well as, third-party retail locations. Lands’ End is a classic American lifestyle brand with a passion for quality, legendary service and real value and seeks to deliver timeless style for women, men, kids and home.

Terms that are commonly used in the Company's Notes to Condensed Consolidated Financial Statements are defined as follows:

The Condensed Consolidated Financial Statements include the accounts of Lands' End, Inc. and its subsidiaries. All intercompany transactions and balances have been eliminated.

The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all material adjustments which are of a normal and recurring nature necessary for a fair presentation of the results for the periods presented have been reflected. Dollar amounts are reported in thousands, except per share data, unless otherwise noted. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Lands' End Annual Report on Form 10-K filed with the SEC on March ~~23, 2020.~~

Pursuant to ASC 205, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s Term Loan Facility matures on April 4, 2021, which is within one year after the date of the Condensed Consolidated Financial Statements issued with this Quarterly Report on Form 10-Q. As of May 1, 2020, the remaining balance outstanding under the Term Loan Facility was $384.1 million. In addition, in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the Company’s ABL Facility would mature on January 4,25, 2021. Given the amount currently outstanding under the Term Loan Facility and its maturity date of April 4, 2021, and based on the definitions in the relevant accounting standards, management has determined that this condition raises substantial doubt about the Company’s ability to continue as a going concern. This evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt is deemed to exist, management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be effectively implemented within one year after the date the financial statements are issued, and (2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.

The Company is in the process of seeking new financing to replace the Term Loan Facility and, to the extent this can be successfully secured, is expected to alleviate the doubt raised by the application of ASC 205. Due to the Company’s recent trends of profitable growth, management believes that it will be able to refinance the Term Loan Facility on acceptable terms despite the challenging financial environment reflecting the COVID-19 pandemic. The Company currently has received non-binding term sheets from multiple investors for transactions which would allow it to refinance the Term Loan Facility debt and is in active discussions and negotiations regarding the refinancing. The Company’s financial forecasts indicate sufficient liquidity for at least the next twelve months under the terms of these proposals. However, as the ability to secure a refinancing is conditional upon the execution of agreements with new or existing investors, which is considered outside of the Company’s control, for an amount that allows the Company to meet its obligations as they become due within a period of at least one year from the date of issuance of its financial statements, the refinancing is not considered probable of occurring until such time as the refinancing is completed. The Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

COVID-19 surfaced in late 2019 and ~~has spread around the world, including to the United States. In~~in March 2020, the World Health Organization declared COVID-19 a pandemic. During First Quarter 2020 the COVID-19 pandemic had a disruptive impact on the Company’s business operations and an unfavorable impact on the Company’s results of operations.

From the beginning of the COVID-19 pandemic, the Company’s priority has been the safety of employees and customers. On March 16, 2020,, the Company temporarily closed its 26 U.S. stores. These stores remained closed at the end of First Quarter 2020 with a phased reopening in Second Quarter 2020. Additionally, the Company has implemented extra precautions in its ~~office~~offices and distribution centers. These precautions were developed in line with guidance from global, federal and state health authorities, including COVID-19 retail guidelines, work-from-home policies, social distancing, thermal scanning and partitions in all facilities.

In the First Quarter 2020, demand across all operating segments decreased. The ultimate timing and impact of demand levels will depend on the duration and scope of the COVID-19 pandemic, overall economic conditions and consumer preferences.

~~During First Quarter 2020,~~The COVID-19 pandemic continues to cause supply chain disruptions across all industries, and the Company ~~did not experience any significant disruption of~~continually monitors its supply ~~chain. However, in response to decreased demand, future orders were reduced~~chain for manufacturing and ~~some existing product was repurposed.~~transportation delays caused or exacerbated by the pandemic. The Company continues to place a priority on business continuity and contingency planning. The Company may experience ~~additional~~ disruptions in the supply chain as the COVID-19 pandemic continues, though the Company cannot reasonably estimate the potential impact or timing of those events, and the Company may not be able to mitigate such impact.

Beginning in First Quarter 2020, the Company took the following actions to reduce overall ~~expense~~expenses as a response to decreased customer demand due to the COVID-19 pandemic:

The Term Loan Facility matures on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021. During First Quarter 2020, the Company increased capacity under the ABL Facility by $25.0 million so that maximum borrowings are $200.0 million. The Company is in the process of seeking to refinance the Term Loan Facility however the timeline for this process has been increased due to the impact of the COVID-19 pandemic on the financial markets.

~~The duration and severity of the COVID-19 pandemic could result in future impairment charges for goodwill and the trade name indefinite-lived intangible asset.~~ The Company considered the COVID-19 pandemic to be a triggering event in First Quarter 2020 for the Company’s Outfitters and Japan eCommerce reporting units and therefore completed an interim test for impairment of goodwill for these reporting units as of May 1, 2020. The ~~interim tests employed the assumption that revenue in the Outfitters and Japan eCommerce reporting units will return to Fiscal 2019 levels by Fiscal 2023 (the 53 weeks ending February 2, 2024). The~~ testing resulted in no0 impairment of the Company’s Outfitters reporting unit and full impairment of the $3.3 million of goodwill allocated to the Company’s Japan eCommerce reporting unit.

~~In April 2020, the FASB issued guidance indicating that entities may elect not to evaluate whether~~There was 0t a concession provided by lessors is a lease modification. Under existing lease guidance, an entity would have to determine if a lease concession was the result of a new arrangement reached with the landlord, which would be accounted for under the lease modification framework,triggering event or ~~if the concession was under the enforceable rights and obligations that existed~~impairment charge in the original lease, which would be accounted for outside the lease modification framework. The FASB guidance provides entities with the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease. During the First Quarter ~~2020, the Company did not modify any leases as a result of the COVID-19 pandemic and as a result, the Company has not yet made a policy election with respect to lease modifications.~~2021.

~~In June 2016, the FASB issued ASU 2016-13,~~ ~~Financial Statements - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,~~ which requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates relating to trade receivables, loans and other financial instruments. The standard is effective for fiscal years beginning after December 15, 2019. The Company adopted this accounting standard in First Quarter 2020. There was no material impact on the Company's Condensed Consolidated Financial Statements and related disclosures as a result of adoption.

In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): ~~Simplifying~~“Simplifying the Accounting for Income ~~Taxes~~Taxes”, which is intended to simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and by clarifying and amending existing guidance to improve consistent application. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. ~~Early adoption is permitted.~~ Certain amendments within this ASU are required to be applied on a retrospective basis, certain other amendments are required to be applied on a modified retrospective basis and all other amendments on a prospective basis. The Company ~~is currently evaluating the impact~~adopted this standard in First Quarter 2021 and the adoption ~~of this standard will~~did not have a material impact on the ~~consolidated financial statements.~~Company’s Condensed Consolidated Financial Statements and related disclosures.

The numerator for both basic and diluted EPS is net ~~loss.~~income (loss). The denominator for basic EPS is based upon the number of weighted average shares of Lands’ End common stock outstanding during the reporting periods. The denominator for diluted EPS is based upon the number of weighted average shares of Lands' End common stock and common stock equivalents outstanding during the reporting periods using the treasury stock method in accordance with U.S. GAAP. Potentially dilutive securities for the diluted EPS calculations consist of ~~nonvested~~non-vested equity shares of common stock and in-the-money outstanding options where the current stock price exceeds the option strike price.

	13 Weeks Ended						13 Weeks Ended
(in thousands, except per share amounts)	May 1, 2020			May 3, 2019			April 30, 2021		May 1, 2020
Net loss	$	(20,643	)	$	(6,818	)
Net income (loss)							$	2,639	$	(20,643	)

Basic weighted average common shares outstanding		32,448			32,261			32,769		32,448
Dilutive effect of stock awards		—			—			943		—
Diluted weighted average common shares outstanding		32,448			32,261			33,712		32,448

Basic loss per share	$	(0.64	)	$	(0.21	)
Diluted loss per share	$	(0.64	)	$	(0.21	)
Basic earnings (loss) per share							$	0.08	$	(0.64	)
Diluted earnings (loss) per share							$	0.08	$	(0.64	)

Stock awards are considered anti-dilutive based on the application of the treasury stock method or in the event of a net loss. There were ~~1,205,821~~115,345 and ~~796,269~~1,205,821 anti-dilutive shares excluded from the diluted weighted average shares outstanding for First Quarter ~~2020~~2021 and First Quarter ~~2019,~~2020, respectively.

Other comprehensive loss encompasses all changes in equity other than those arising from transactions with stockholders and is comprised solely of foreign currency translation adjustments.

NoNaN amounts were reclassified out of Accumulated other comprehensive loss during any of the periods presented.

During Fiscal 2020, the Company exercised the “accordion” feature under the ABL Facility increasing the maximum borrowings available under the facility from $175 million to $275 million, subject to a borrowing base (the “Loan Cap”). This was completed in two separate transactions. The first was a $25 million increase effective March 19, 2020 and the second was a $75 million increase effective September 9, 2020. The latter was completed through the Second Amendment to the ABL Facility executed on August 12, 2020.

The ABL Facility includes a $70 million sublimit for letters of credit and is available for working capital and other general corporate liquidity needs. The balance outstanding on April 30, 2021 and May 1, 2020 was $80 million and $75 million, respectively. The balance of outstanding letters of credit was $16.9 million and $8.7 million on April 30, 2021 and May 1, 2020, respectively.

On September 9, 2020, the Company entered into the Current Term Loan Facility which provides a term loan facility of $275 million, the proceeds of which were used, along with borrowings of $125 million under the ABL Facility, to repay all of the indebtedness under the Former Term Loan Facility and to pay fees and expenses in connection with the financing. Origination costs, including an Original Issue Discount (“OID”) of 3% and $5.0 million in debt origination fees, were paid upon entering into the Current Term Loan Facility. The OID and the debt origination fees are presented as a direct deduction from the carrying value of the Current Term Loan Facility and are amortized over the term of the loan to Interest expense in the Condensed Consolidated Statements of Operations.

	May 1, 2020					May 3, 2019					January 31, 2020					April 30, 2021					May 1, 2020					January 29, 2021
(in thousands)	Amount		Rate			Amount		Rate			Amount		Rate			Amount		Interest Rate			Amount		Interest Rate			Amount		Interest Rate
Term Loan Facility, maturing April 4, 2021	$	384,100		4.25	%	$	389,250		5.75	%	$	385,388		5.05	%
ABL Facility, maturing November 16, 2022		75,000		2.07	%		—	—%				—	—%
Former Term Loan Facility																$	—		—	%	$	384,100		4.25	%	$	—		—	%
Current Term Loan Facility, maturing September 9, 2025																	268,125		10.75	%		—		—	%		271,563		10.75	%
		459,100					389,250					385,388					268,125					384,100					271,563
Less: Current maturities in Current liabilities		457,858					5,150					5,150
Less: Current portion of long-term debt																	13,750					382,858					13,750
Less: Unamortized debt issuance costs		1,242					2,596					1,581					11,585					1,242					12,181
Long-term debt, net	$	—				$	381,504				$	378,657				$	242,790				$	—				$	245,632

The following table summarizes the Company's borrowing availability under the ABL Facility:

The borrowing margin under the ABL Facility ~~by $25.0~~is subject to adjustment based on the average daily total loans outstanding under the ABL Facility for the preceding fiscal quarter. For LIBOR loans, the interest rate is LIBOR (subject to an interest rate floor of 0.75%) plus a borrowing margin which is, where the average daily total loans outstanding for the previous quarter are (i) less than $50.0 million, ~~so that maximum borrowings~~1.75%, (ii) equal to or greater than $50.0 million but less than $100.0 million, 2.00%, (iii) equal to or greater than $100.0 million but less than $200.0 million, 2.25%, and (iv) greater than $200.0 million, 3.50%. For Base Rate loans, the borrowing margin is, where the average daily total loans outstanding for the previous quarter are (i) less than $50.0 million for the previous quarter, 1.00%, (ii) equal to or greater than $50.0 million but less than $100.0 million, 1.25%, (iii) equal to or greater than $100.0 million but less than $200.0 ~~million.~~million, 1.50%, and (iv) greater than $200.0 million, 2.75%.

The interest rates per annum applicable to the loans under the ~~Debt Facilities~~Current Term Loan Facility are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either ~~(i)~~(1) an adjusted LIBOR rate (with a minimum rate of 1%) plus ~~a borrowing margin,~~9.75%, or ~~(ii)~~(2) an alternative base rate ~~plus a borrowing margin. The borrowing margin~~(which is ~~fixed for~~ the ~~Term Loan Facility at 3.25%~~greater of (i) the prime rate published in the ~~case~~Wall Street Journal, (ii) the federal funds rate, which shall be no lower than 0% plus ½ of 1%, and (iii) the one month LIBOR rate plus 1% per annum) plus 8.75%.

The ABL Facility fees also include (i) commitment fees which range from 0.25% to 0.375% based upon the average daily unused commitment (aggregate commitment less loans and ~~2.25% in the case~~letter of ~~base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facility is subject to adjustment based on the average excess availability~~credit outstanding) under the ABL Facility for the preceding fiscal ~~quarter. LIBOR~~quarter and (ii) customary letter of credit fees. As of the end of First Quarter 2021 the Company had borrowings ~~will range from 1.25% to 1.75% for the ABL Facility. Base rate borrowings will range from 0.50% to 1.00% for~~of $80.0 million on the ABL Facility.

The ABL Facility ~~fees also include (i) commitment fees~~matures on November 16, 2022, subject to customary extension provisions provided for therein.

The Current 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 ~~0.25%~~a percentage of the ~~daily unused portions~~borrower’s excess cash flows in each fiscal year, ranging from 0% to 75% depending on the Company’s total leverage ratio, and with the proceeds of certain asset sales, casualty events and extraordinary receipts. The loan may not be voluntarily prepaid during the first two years of its term, without significant penalties. A prepayment premium is applicable to voluntary prepayments and certain mandatory prepayments made prior to the fourth anniversary of the closing date of the Current Term Loan Facility.

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 ~~and (ii) customary letter of credit fees. As~~is secured by a first priority security interest in certain working capital of the ~~end~~borrowers and guarantors consisting primarily of ~~First Quarter 2020~~accounts receivable and inventory. The Current Term Loan Facility is secured by a second priority security interest in the ~~Company had borrowings~~same collateral with certain exceptions.

The Current Term Loan Facility is secured by a first priority security interest in certain property and assets of ~~$75.0 million on~~ 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.~~ Facility is secured by a second priority interest in the same collateral, with certain exceptions.

Subject to specified exceptions, the Debt Facilities contain various representations and warranties, and restrictive covenants that, among other things and subject to specified exceptions, restrict ~~the ability of~~ Lands’ End, Inc.’s and its ~~subsidiaries~~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. ~~In addition, if~~

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

If excess availability under the ABL Facility falls below the greater of 10% of the ~~loan cap~~Loan Cap amount or $15.0 million, ~~Lands’ End~~the Company will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The ~~Debt Facilities do not otherwise contain financial~~ABL Facility also has a cash maintenance ~~covenants. The~~provision which applies a limit of $75 million on the amount of cash and cash equivalents (subject to certain exceptions) that the Company ~~was in compliance with all financial covenants related~~may hold when outstanding loans under the ABL Facility are equal to ~~the Debt Facilities as of May 1, 2020.~~or exceed $125 million.

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 April 30, 2021, the Company was in compliance with all of its covenants in the Debt Facilities.

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, and material judgments and change of control. The Term Loan Facility will mature on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021.

The Company expenses the fair value of all stock awards over their respective vesting periods, ensuring that, the amount of cumulative compensation cost recognized at any date is at least equal to the portion of the grant-date fair value of the award that is vested at that date. The Company has elected to adjust compensation expense for an estimated forfeiture rate for those shares not expected to vest and to recognize compensation cost on a straight-line basis for awards that only have a service requirement with multiple vest dates.

The Company has granted the following types of stock awards to employees at management levels and ~~above:~~above, each of which are granted under the Company’s stockholder approved stock plans, other than March 6, 2017 grants to the Company’s Chief Executive Officer which were made as inducement grants outside of the Company’s stockholder approved stock plans in accordance with NASDAQ Listing Rule 5635(c)(4):

The following table provides a summary of the Company's stock-based compensation expense, which is included in Selling and administrative expense in the Condensed Consolidated Statements of Operations:

The following table provides a summary of the Deferred Awards activity for Year-to-Date ~~2020:~~2021:

	Deferred Awards					Deferred Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share		Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested as of January 31, 2020		745		$	18.49
Unvested as of January 29, 2021							1,093		$	10.86
Granted		753			6.85		245			29.93
Vested		(275	)		19.87		(388	)		13.67
Forfeited or expired		(17	)		17.21		(5	)		10.09
Unvested as of May 1, 2020		1,206			10.91
Unvested as of April 30, 2021							945			14.65

Total unrecognized stock-based compensation expense related to unvested Deferred Awards was approximately ~~$9.7~~$12.1 million as of ~~May 1, 2020,~~April 30, 2021, which is expected to be recognized ratably over a weighted average period of ~~2.1~~2.4 years. Deferred Awards granted to employees during Fiscal ~~2020~~2021 vest ratably over a period of three years.

The following table provides a summary of the Performance Awards activity for Year-to-Date ~~2020:~~2021:

	Performance Awards				Performance Awards
(in thousands, except per share amounts)	Number of Shares		Weighted Average Grant Date Fair Value per Share		Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested as of January 31, 2020		412	$	18.15
Unvested as of January 29, 2021						393		$	18.32
Granted(1)		—		—		166			29.95
Vested		—		—		(165	)		21.90
Forfeited or expired		—		—		0			0
Unvested as of May 1, 2020		412		18.15
Unvested as of April 30, 2021						394			21.72

Total unrecognized stock-based compensation expense related to unvested Performance Awards was approximately ~~$3.2~~$6.1 million as of ~~May 1, 2020,~~April 30, 2021, which is expected to be recognized ratably over a weighted average period of ~~1.6~~2.5 years. Performance

Awards granted to employees during Fiscal ~~2019~~2021 and Fiscal ~~2018~~2019 vest, if earned, after completion of the applicable three-year performance period.

The following table provides a summary of the Options Award activity for Year-to-Date ~~2020:~~2021:

	Option Awards					Option Awards
(in thousands, except per share amounts)	Number of Shares			Weighted Average Grant Date Fair Value per Share		Number of Shares			Weighted Average Grant Date Fair Value per Share
Unvested as of January 31, 2020		171		$	8.73
Unvested as of January 29, 2021							85		$	8.73
Granted		—			—		0			0
Vested		(74	)		8.49		(74	)		8.49
Forfeited or expired		—			—		0			0
Unvested as of May 1, 2020		97			8.92
Unvested as of April 30, 2021							11			10.20

~~Total~~As of April 30, 2021, there was 0 unrecognized stock-based compensation expense related to unvested Option Awards ~~was approximately $0.7 million as of~~that fully vest on May ~~1, 2020, which is expected to be recognized ratably over a weighted average period of 0.9 years.~~8, 2021. The Option Awards have a ~~life~~contractual term of ten years and vest ratably over the first four years. As of ~~May 1, 2020, 245,098~~April 30, 2021, 330,880 shares related to Option Awards were exercisable. NoNaN options have been exercised as of ~~May 1, 2020.~~April 30, 2021.

Restricted cash is reflected on the Condensed Consolidated Balance Sheets at fair value. The fair value of restricted cash was $2.3 million, $2.0 million ~~$1.8 million~~ and ~~$2.1~~$1.9 million as of April 30, 2021, May 1, 2020 ~~May 3, 2019~~ and January ~~31, 2020,~~29, 2021, respectively based on Level 1 inputs. Restricted cash amounts are valued based upon statements received from financial institutions.

The carrying amount of the Company's Cash and cash equivalents, Accounts receivable, net, Accounts payable, Current borrowings on ABL Facility, and Other current liabilities approximate their fair value as recorded due to the short-term maturity of these instruments.

Carrying values and fair values of long-term debt, including ~~the short-term~~current portion, in the Condensed Consolidated Balance Sheets are as follows:

	May 1, 2020*				May 3, 2019				January 31, 2020				April 30, 2021				May 1, 2020 *				January 29, 2021
(in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including short-term portion	$	384,100	$	299,118	$	389,250	$	381,952	$	385,388	$	378,643
Long-term debt, including current portion													$	268,125	$	265,410	$	384,100	$	299,118	$	271,563	$	277,265

* At ~~the end of First Quarter~~May 1, 2020 all debt is ~~short- term.~~short-term.

Long-term debt, including ~~short-term~~current portion, was valued utilizing Level 3 valuation techniques based on a third-party analysis on April 30, 2021 and January 29, 2021. The fair value of the debt on May 1, 2020 was determined utilizing Level 2 ~~valuation~~ techniques based on the closing inactive market bid price on May 1, ~~2020, May 3, 2019, and January 31,~~ 2020. There were no0 nonfinancial assets or nonfinancial liabilities recognized at fair value on a nonrecurring basis as of April 30, 2021, May 1, 2020, ~~May 3, 2019,~~ and January ~~31, 2020.~~29, 2021.

At the end of each quarter, the Company estimates its effective income tax rate pursuant to ASC 740. The rate for the period consists of the tax rate expected to be applied for the full year to ordinary income adjusted for any discrete items recorded in the period.

The Company recorded a tax ~~benefit~~expense at an overall effective tax rate of ~~30.8%~~11.3% for the First Quarter 2021 and ~~41.7%~~a tax benefit of 30.8% for First Quarter ~~2020 and~~2020. The First Quarter ~~2019, respectively.~~2021 rate reflects a tax benefit as a result of stock-based compensation. The First Quarter 2020 rate reflects the estimated tax benefits as a result of the CARES Act. ~~The First Quarter 2019 rate reflects the tax benefits resulting from the change in status of various foreign jurisdictions.~~

In response to the COVID-19 pandemic, the CARES Act was signed into law on March 27, 2020. The CARES Act, among other things, includes provisions related to refundable payroll tax credits, deferment of employer side social security payments, net operating loss utilization and carryback periods, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions, and technical corrections to tax depreciation methods for qualified improvement property.

Discrete items that were recognized during the three months ended May 1, 2020 included the vesting of certain share-based compensation awards and the technical corrections aspect of the CARES Act related to carryback of net operating losses (“NOLs”) in years beginning in 2017. The effective income tax rate for the full year is determined by the level and composition of income (loss) before income taxes, excluding discrete items as discussed above, which is subject to federal, state, local and foreign income taxes.

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of such pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on results of operations, cash flows or financial ~~position.~~position taken as a whole.

As disclosed in the Company’s Annual Report on Form 10-K for the year ended January ~~1, 2020,~~29, 2021, the Company is the defendant in ~~three~~3 separate lawsuits, each of which ~~seeks class certification and~~ allege adverse health events and personal property damage as a result of wearing uniforms manufactured by Lands’ End: (1) Gilbert et al. v. Lands' End, ~~Inc.~~Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-00823-JDP, complaint filed October 3, 2019; (2) Andrews et al. v. Lands' End, Inc., United States District Court for the Western District of Wisconsin, Civil Action No. 3:19-cv-01066-JDP, complaint filed on December 31, 2019, on behalf of 521 named plaintiffs, later amended to include 1,089 named plaintiffs; and (3) Davis et al. v. Lands' End, Inc. and Lands' End Business Outfitters, Inc., United States District Court for the Western District of Wisconsin, Case No. 3:20-cv-00195, complaint filed on March 4, 2020. Plaintiffs in Gilbert, Andrews,, and Davis seek nationwide class certification on behalf of similarly situated Delta employees.

By order dated April 20, 2020, the Court consolidated the Gilbert and Andrews cases (the “Consolidated Wisconsin Action”), and stayed the Davis ~~case and denied Lands’ End’s motion to strike class allegations. A fourth case,~~ ~~DeCrescentis et al., v. Lands' End, Inc., United States District Court for~~ case.

Plaintiffs in the ~~Southern District of New York, Civil Action No. l 9-cv- 4717-LJL, complaint filed May 22, 2019, was voluntarily dismissed, without prejudice, on May 15, 2020. The~~ Consolidated Wisconsin Action is and Davis each assert that the damages sustained by the members of the proposed class exceed $5,000,000. Plaintiffs in ~~discovery.~~

~~The Company is vigorously defending~~each caseseek damages for personal injuries, pain and suffering, severe emotional distress, financial or economic loss, including medical services and expenses, lost income and other compensable injuries. Plaintiffs in the Consolidated Wisconsin Action seek class certification with respect to performance of the uniforms and warranty claims and maintain individual claims for personal injury by numerous named plaintiffs.

The Consolidated Wisconsin Action has several motions pending before the Court and continues to be in discovery. Lands' End is vigorously defending these lawsuits and believes ~~it is~~they are without merit.

~~According to statements on Schedule 13D filed with~~At the ~~SEC by ESL,~~time of the Separation, ESL beneficially ~~owns~~owned significant portions of both the Company's and Sears ~~Holdings Corporation's~~Holdings’ outstanding shares of common ~~stock. Therefore,~~stock and therefore, Sears Holdings, ~~Corporation,~~ the Company's former parent company, is considered a related party.

On February 11, 2019, Transform Holdco acquired from Sears Holdings substantially all of the go-forward retail footprint and other assets and component businesses of Sears Holdings as a going concern. The Company believes that ESL holds a significant portion of the membership interest of Transform Holdco and therefore considers that entity to be a related party as well.

The Company ~~is party to a contract~~contracted with a subsidiary of Sears Holdings, which became a subsidiary of Transform Holdco, to provide agreed upon buying agency services, on a non-exclusive basis, in foreign territories from where the Company purchases merchandise. These sourcing services, primarily based upon quantities purchased, ~~include~~included quality-control functions, regulatory compliance, product claims management and new vendor selection and setup assistance. ~~Total~~

The Company’s contract for these services expired on June 30, 2020, therefore there was 0 expense from these sourcing services in First Quarter ~~2020 was $1.4 million~~2021 compared to ~~$1.7~~$1.4 million in First Quarter ~~2019.~~2020. These amounts are capitalized into inventory and are expensed through cost of goods sold over the course of inventory turns and included in Cost of sales in the Condensed Consolidated Statements of Operations.

~~The Company’s contract for these services expires on June 30, 2020 and services rendered to the Company under this contract ceased on April 20, 2020.~~

The Company’s operating segments consist ofof: U.S. eCommerce, ~~Outfitters,~~ Europe eCommerce, Japan eCommerce, Outfitters, Third Party and Retail. The Company determined that each of the operating segments have similar economic and other qualitative characteristics thus the results of the operating segments are aggregated into ~~one~~1 reportable external segment, consistent with the Company’s multi-channel business approach.

Lands’ End identifies 5 separate distribution channels for revenue reporting purposes:

Net revenue is presented by ~~product~~distribution channel in the following table:

	13 Weeks Ended				13 Weeks Ended
(in thousands)	May 1, 2020		May 3, 2019		April 30, 2021		May 1, 2020
Net revenue:
eCommerce	$	181,541	$	208,902
U.S. eCommerce					$	203,573	$	138,837
International						56,444		41,199
Outfitters		31,799		43,083		40,680		31,799
Third Party						11,804		1,505
Retail		3,668		10,448		8,796		3,668
Total net revenue	$	217,008	$	262,433	$	321,297	$	217,008

Revenue includes sales of merchandise and delivery revenue related to merchandise sold. Substantially all of the Company's revenue is recognized when control of product passes to customers, which for the eCommerce, Outfitters and ~~Outfitters~~Third Party channels is when the merchandise is expected to be received by the customer and for the Retail channel is at the time of sale in the store. The Company recognizes revenue, including shipping and handling fees billed to customers, in the amount expected to be received when control of the Company's products transfers to customers, and is presented net of various forms of promotions, which range from contractually-fixed percentage price reductions to sales returns, discounts, and other incentives that may vary in amount. Variable amounts are estimated based on an analysis of historical experience and adjusted as better estimates become available.

The Company's revenue is disaggregated by ~~product~~distribution channel and geographic location. Revenue by ~~product~~distribution channel is presented in Note 11, Segment Reporting. Revenue by geographic location was:

	13 Weeks Ended				13 Weeks Ended
(in thousands)	May 1, 2020		May 3, 2019		April 30, 2021		May 1, 2020
Net revenue:
United States	$	172,746	$	216,873	$	260,406	$	172,746
Europe		30,376		30,826		46,887		30,376
Asia		11,348		11,844		10,059		11,348
Other		2,538		2,890		3,945		2,538
Total Net revenue	$	217,008	$	262,433
Total net revenue					$	321,297	$	217,008

Contract liabilities consist of payments received in advance of the transfer of control to the customer. As products are delivered and control transfers, the Company recognizes the deferred revenue in Net revenue in the Condensed Consolidated Statements of Operations. The following table summarizes the deferred revenue associated with payments received in advance of the transfer of control to the customer, which is reported in Other current liabilities in the Condensed Consolidated Balance Sheets, as

well as amounts recognized through Net revenue for each period presented. The ~~remainder~~majority of deferred revenue as of ~~May 1, 2020~~April 30, 2021 is expected to be recognized in Net revenue in the fiscal quarter ending July ~~31, 2020,~~30, 2021, as products are delivered to customers.

Revenue from gift cards is recognized when (i) the gift card is redeemed by the customer for merchandise, or (ii) as gift card breakage, an estimate of gift cards which will not be redeemed where the Company does not have a legal obligation to remit the value of the unredeemed gift cards to the relevant jurisdictions. Gift card breakage is recorded within Net revenue in the Condensed Consolidated Statements of Operations. Prior to their redemption, gift cards are recorded as a liability, included within Other current liabilities in the Condensed Consolidated Balance Sheets. The liability is estimated based on expected breakage that considers historical patterns of redemption. The following table provides the reconciliation of the contract liability related to gift cards:

	13 Weeks Ended						13 Weeks Ended
(in thousands)	May 1, 2020			May 3, 2019			April 30, 2021			May 1, 2020
Balance as of Beginning of Period	$	22,592		$	18,191
Balance as of beginning of period							$	26,798		$	22,592
Gift cards sold		8,831			15,117			11,047			8,831
Gift cards redeemed		(8,127	)		(13,033	)		(10,265	)		(8,127	)
Gift card breakage		(94	)		(265	)		(114	)		(94	)
Balance as of End of Period	$	23,202		$	20,010
Balance as of end of period							$	27,466		$	23,202

Refund liabilities, primarily associated with product sales returns and retrospective volume rebates, represent variable consideration and are estimated and recorded as a reduction to Net revenue based on historical experience. As of April 30, 2021, May 1, 2020 ~~May 3, 2019~~ and January ~~31, 2020,~~29, 2021, $18.7 million, $16.7 million ~~$17.3 million~~ and ~~$21.6~~$25.7 million, respectively, of refund liabilities, primarily associated with product returns, were reported in Other current liabilities in the Condensed Consolidated Balance Sheets. An asset for product returns is recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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 ~~Statements~~Statement Concerning Forward-Looking Statements" below, "Item 1A. Risk Factors" in our Annual Report filed on Form 10-K for the year ended January ~~31, 2020, the risk factors contained in our Current Report on Form 8-K dated June 2, 2020~~29, 2021 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:

Lands' End is a leading uni-channel retailer of casual clothing, accessories, footwear and home products. 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, on ~~third party~~third-party online marketplaces and through our own Company Operated stores, as well as, third-party retail locations. We are a classic American lifestyle brand with a passion for quality, legendary service and real value and seek to deliver timeless style for women, men, kids and the home.

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."

~~Lands’ End seeks~~We seek to provide a common customer experience regardless of whether our customers are interacting with us on our company websites, ~~on third party~~third-party marketplaces, at Company Operated stores or ~~through~~ other distribution ~~outlets.~~ channels.

We have one external reportable segment and identify our operating segments according to how our business activities are managed and evaluated. Our operating segments consist ofof: U.S. eCommerce, ~~Retail, Lands' End Outfitters ("Outfitters"),~~ Europe eCommerce, Japan eCommerce, Outfitters, Third Party and ~~Japan eCommerce.~~Retail. 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.

We identify five separate distribution channels are eCommerce, Retail and Outfitters. eCommerce offers products through the Company's eCommerce websites, third party online marketplaces and direct mail catalogs. Retail sells products and services through Company Operated stores. Outfitters sells products to end consumers, located primarily in the United States, through negotiated arrangements with client organizations to make specific styles or embroidered products available to members of client organizations, as well as through the Company's eCommerce websites and direct mail catalogs.for revenue reporting purposes:

Over the past ~~few months,~~year, we have seen the profound impact that the COVID-19 pandemic is having on human health, the global economy and society at large. ~~Lands’ End has~~We have been actively addressing the COVID-19 pandemic and itsimpact globally, working to mitigate the potential impacts to our employees, customers and business. ~~The impact of the COVID-19 pandemic and measures to prevent its spread are affecting our business in a number of ways.~~

We continue to believe that we will emerge from these events well positioned for long-term growth, though we cannot reasonably estimate the duration and severity of this global pandemic or its ultimate impact on the global economy and our business and results.

From the beginning of the COVID-19 pandemic, our priority has been the safety of our employees and customers. On March 16, 2020,, we temporarily closed our 26 U.S. stores. These stores remained closed at the end of First Quarter 2020 with a phased reopening in Second Quarter 2020. Additionally, we ~~have~~ implemented extra precautions atin our offices and distribution centers. These precautions were developed in line with guidance from global, federal and state health authorities, including ~~work-from-home~~COVID-19 retail guidelines, work from home policies, social distancing, thermal scanning and partitions in ~~our~~all facilities.

~~During First Quarter 2020,~~The COVID-19 pandemic continues to cause supply chain disruptions across all industries, and we ~~did not experience any significant disruption of~~continually monitor our supply ~~chain. However, in response to decreased demand, future orders were reduced~~chain for manufacturing and ~~some existing product was repurposed.~~transportation delays caused or exacerbated by the pandemic. We continue to place a priority on business continuity and contingency ~~planning, including for potential extended closures of any key facilities or disruptions related to our key suppliers that might arise related to the COVID-19 pandemic.~~planning. We may experience ~~additional~~ disruptions in ~~our~~the supply chain as the COVID-19 pandemic continues, though we cannot reasonably estimate the potential impact or timing of those events, and we may not be able to mitigate such impact.

Beginning in First Quarter 2020, we took the following actions to reduce overall ~~expense~~expenses as a response to decreased customer demand due to the COVID-19 pandemic:

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. The COVID-19 pandemic ~~has~~ had a material impact on our results ~~for~~ First Quarter ~~2020 and we expect it to continue to have an adverse impact on our results.~~2020. As such, this interim period, as well as upcoming periods, may not be comparable to past performance or indicative of future performance.

Following the Separation, we began operating as a separate, publicly traded company, independent from Sears Holdings. ~~According to statements on Schedule 13D filed with~~At the ~~SEC by ESL,~~time of the Separation, ESL beneficially owned significant portions of both ~~the Company's~~our and Sears ~~Holdings Corporation's~~Holdings’ outstanding shares of common ~~stock. Therefore~~stock and therefore, Sears Holdings, ~~Corporation, the Company's~~our former parent company, iswas considered a related ~~party both prior to and subsequent to the Separation.~~party. On February 11, 2019, Transform Holdco acquired from Sears Holdings substantially all of the go-forward retail footprint and other assets and component businesses of Sears Holdings as a going concern. We believe that ESL holds a significant portion of the membership interests of Transform Holdco and therefore consider that entity to be a related party as well.

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 ~~37.9%~~37.7% and ~~34.6%~~37.9% of our net revenue in the fourth fiscal quarter of Fiscal ~~2019~~2020 and Fiscal ~~2018~~2019 respectively. Thus, lower than expected fourth quarter net revenue could have an adverse impact on our annual operating results.

Working capital requirements typically increase during the second and third quarters of the fiscal year as inventory builds to support peak shipping/selling periods and, accordingly, typically decrease during the fourth quarter of the fiscal year as inventory is

shipped/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.

We initially delivered strong performance across all segments with revenue increasing 11.1% in February 2020 as compared to the prior year. As the COVID-19 pandemic began to impact the consumer in mid-March 2020, all operating segments were challenged.

Global eCommerce saw a significant drop in revenue at the onset of the COVID-19 pandemic. However, revenue rebounded in April 2020 and continued to recover following First Quarter 2020, with May 2020 accelerating to double digit revenue growth versus prior year.

Within Outfitters, we successfully completed the American Airlines uniform launch during First Quarter 2020. Outfitters is expected to be slower to recover from the impacts of the COVID-19 pandemic. Outfitters is split approximately evenly among

national accounts, small and mid-size businesses (“SMB”), and school uniforms. National accounts, with the majority in the travel industry, are expected to take longer to recover due to the decline in travel related to the COVID-19 pandemic. SMB is expected to recover at varying rates, depending on the industries served. Assuming the schools reopen in the fall, we would expect the school uniform business to recover to prior year levels.

Company Operated stores achieved comparable same store sales growth of 14.2% in February before temporarily closing all U.S. Company Operated stores on March 16, 2020 due to the COVID-19 pandemic. The Company initiated and completed a phased reopening of its stores in Second Quarter 2020.

The following table sets forth, for the periods indicated, selected income statement data:

13 Weeks Ended

May 1, 2020

May 3, 2019

April 30, 2021

May 1, 2020

(in thousands)

Depreciation and amortization isare 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.

Net ~~Loss~~Income and Adjusted EBITDA

We recorded Net income of $2.6 million in First Quarter 2021 compared to Net loss of $20.6 million in ~~First Quarter 2020 compared to Net loss of $6.8 million in~~ the First Quarter ~~2019.~~2020. In addition to our Net income (loss) determined in accordance with GAAP, for purposes of evaluating operating performance, we use an Adjusted EBITDA ~~measurement.~~metric. Adjusted EBITDA is computed as Net income (loss) appearing on the Condensed Consolidated Statements of Operations net of Income tax expense/(benefit), Interest expense, Depreciation and amortization and certain significant items as set forth below. Our management uses Adjusted EBITDA to evaluate the operating performance of our ~~businesses~~business for comparable periods, and as a basis for an executive compensation metric. The methods used by ~~the Company~~us to calculate ~~its~~our non-GAAP financial measures may differ significantly from methods used by other companies 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 EBITDA should not be used by investors or other third parties as the sole basis for formulating investment decisions as it excludes a number of important cash and non-cash recurring items.

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~~

•

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.

•

~~Corporate restructuring – exit costs associated with retail operations and other corporate restructuring actions and activities in Fiscal 2019.~~

•

Goodwill and long-lived asset impairment – charges associated with the non-cash write-down of goodwill and certain long-lived assets for the 13 weeks ended May 1, 2020.

•

Other – amortization of transaction related costs associated with Third Party channel for the 13 weeks ended April 30, 2021.

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~~Goodwill and long-lived asset impairment – charge associated with the non-cash write-down of certain long-lived assets and goodwill in Fiscal 2020.~~

•

Loss on property and equipment - management considers the gains or losses on asset valuation to result from investing decisions rather than ongoing operations for both the 13 weeks ended April 30, 2021 and May 1, 2020.

~~Loss (gain) on property and equipment - management considers the gains or losses on asset valuation to result from investing decisions rather than ongoing operations in Fiscal 2020 and Fiscal 2019.~~

	13 Weeks Ended												13 Weeks Ended
	May 1, 2020						May 3, 2019						April 30, 2021						May 1, 2020
(in thousands)	$’s			% of Net revenue			$’s			% of Net revenue			$’s			% of Net revenue			$’s			% of Net revenue
Net loss	$	(20,643	)		(9.5	)%	$	(6,818	)		(2.6	)%
Income tax benefit		(9,207	)		(4.2	)%		(4,885	)		(1.9	)%
Net income (loss)													$	2,639			0.8	%	$	(20,643	)		(9.5	)%
Income tax expense (benefit)														336			0.1	%		(9,207	)		(4.2	)%
Other income, net		(173	)		(0.1	)%		(867	)		(0.3	)%		(167	)		0.0	%		(173	)		(0.1	)%
Interest expense		5,311			2.4	%		7,834			3.0	%		9,060			2.8	%		5,311			2.4	%
Operating loss		(24,712	)		(11.4	)%		(4,736	)		(1.8	)%
Operating income (loss)														11,868			3.7	%		(24,712	)		(11.4	)%
Depreciation and amortization		8,786			4.0	%		7,618			2.9	%		9,904			3.1	%		8,786			4.0	%
Corporate restructuring		—			0.0	%		203			0.1	%
Goodwill and long-lived asset impairment		3,444			1.6	%		—			0.0	%		—			—	%		3,444			1.6	%
Loss (gain) on property and equipment		842			0.4	%		(55	)		(0.0	)%
Other														250			0.1	%		—			—	%
Loss on property and equipment														443			0.1	%		842			0.4	%
Adjusted EBITDA	$	(11,640	)		(5.4	)%	$	3,030			1.2	%	$	22,465			7.0	%	$	(11,640	)		(5.4	)%

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

To evaluate revenue performance for the U.S. eCommerce, International, Outfitters and ~~Outfitters~~Third Party channels, we use Net revenue. For our Retail channel, we ~~use~~have historically used Company Operated stores Same Store Sales as a key measure in evaluating performance. ~~A store is included in~~However, due to the impact of the COVID-19 pandemic on the Retail channel, we are not currently using Same Store Sales ~~calculations when it has been open for at least 14 months~~as a key measure in evaluating performance. The Retail channel is currently evaluated on sales productivity which is a metric measuring sales traffic and selling square footage has not changed by 15% or more within the past year. Online sales and sales generated through our in-store web portal are considered revenue in our eCommerce channel and are excluded from Same Store Sales.customer conversion.

Discussion and Analysis

First Quarter ~~2020~~2021 compared with First Quarter 2020

Due to the impact of the COVID-19 pandemic on our financial operating results during the First Quarter 2020, we have included select comparisons to First Quarter 2019 where management has considered such comparison to be relevant to an assessment of our performance.

Net Revenue

Net revenue for First Quarter ~~2020~~2021 was $321.3 million, an increase of $104.3 million or 48.1% compared with $217.0 million in the First Quarter 2020, and an increase of $58.9 million or 22.4% compared with $262.4 million in the ~~comparable period of the prior year, a decrease of $45.4 million, or 17.3%.~~First Quarter 2019.

U.S. eCommerce Net revenue was ~~$181.5~~$203.6 million for First Quarter 2021, an increase of $64.8 million or 46.6%, from $138.8 million during the First Quarter 2020, and an increase of $37.3 million or 22.4% from $166.3 million during the First Quarter 2019. These increases in revenue were primarily driven by stronger website traffic and a higher average order value as customers reacted positively to our seasonal product assortments and digital capabilities, which drove a year over year increase in our new customers acquired and our overall customer file.

International eCommerce Net revenue was $56.4 million for First Quarter 2021, an increase of $15.2 million or 37.0%, from $41.2 million during the First Quarter 2020, and an increase of $15.5 million or 37.9% from $40.9 million during the First Quarter 2019. These increases in revenue were primarily driven by implementing U.S. eCommerce initiatives in Europe eCommerce which resulted in stronger demand as customers reacted positively to our seasonal product assortments and digital capabilities, which drove a year over year increase in our new customers acquired and overall customer file.

Outfitters Net revenue was $40.7 million for First Quarter 2021, an increase of $8.9 million or 27.9%, from $31.8 million during the First Quarter 2020, and a decrease of ~~$27.4~~$2.4 million or ~~13.1%,~~5.6% from $43.1 million during the First Quarter 2019. Compared to the first quarter last year, the increase was primarily attributed to stronger demand within our travel related national accounts and

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school uniforms as some schools reopened for in-person classes, slightly offset by a slower recovery in our small and medium sized customers.

Third Party Net revenue was $11.8 million for First Quarter 2021, an increase of $10.3 million from $1.5 million during the comparable period of the prior year. The ~~decrease~~increase was ~~due to lower demand due~~primarily attributed to the ~~COVID-19 pandemic.~~

~~Outfitters Net revenue was $31.8 million for First~~launch of Lands’ End product on Kohls.com and at 150 Kohl’s retail locations in the Third Quarter ~~2020, a decrease of $11.3 million or 26.2%, from the comparable period of the prior year. The decrease was due to lower demand due to the COVID-19 pandemic.~~2020.

Retail Net revenue was ~~$3.7~~$8.8 million in First Quarter 2021, an increase of $5.1 million or 139.8% from $3.7 million during First Quarter 2020, and a decrease of ~~$6.8~~$1.6 million or ~~64.9%,~~15.8% from $10.4 million during First Quarter 2019. Compared to First Quarter 2020, the ~~comparable period~~increase was attributed to all Company Operated stores being open during the entire First Quarter 2021 compared to First Quarter 2020 when we temporarily closed our Company Operated stores as a result of the ~~prior year. This decrease~~COVID-19 pandemic on March 16, 2020. Compared to First Quarter 2019, the reduction in revenue was driven by the exit of all Lands' End Shops at Sears locations as of January 31, 2020 and the temporary closure of U.S. Company Operated stores on March 16, 2020 due to the COVID-19 pandemic. Our U.S. Company Operated stores experienced a decrease ~~of 57.3%~~ in ~~Same Store Sales due to the store closures driven~~traffic partially offset by ~~the COVID-19 pandemic.~~improved conversion. On ~~May 1, 2020 we had 26~~April 30, 2021, there were 31 U.S. Company Operated stores compared ~~with 21~~to 26 U.S. Company Operated stores on May ~~3, 2019.~~1, 2020.

Gross Profit

Gross profit ~~decreased $25.7~~was $147.7 million tofor First Quarter 2021, an increase of $53.5 million or 56.9% from $94.2 million ~~primarily driven by lower demand.~~during the First Quarter of 2020 and an increase of $27.8 million or 23.2% from $119.9 million during the First Quarter 2019. Gross margin ~~decreased~~increased to 46.0% in First Quarter 2021, compared with 43.4%, in First Quarter 2020 ~~compared with~~and 45.7%, in First Quarter ~~2019~~2019. Compared to First Quarter 2020, gross margin increased due to ~~a more aggressive~~merchandise margin expansion in the U.S. eCommerce channel driven by improved promotional ~~environment throughout~~strategies and continued use of analytics for both our pricing and inventory management, offset by increased shipping costs and surcharges as well as higher sales mix from the ~~industry due to the COVID-19 pandemic and additional inventory reserves.~~

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Selling and Administrative Expenses

Selling and administrative expenses ~~decreased $11.0~~increased $19.7 million to ~~$105.8~~$125.5 million or ~~48.8%~~39.1% of total Net revenue in First Quarter ~~2020,~~2021 compared with ~~$116.8~~$105.8 million or ~~44.5%~~48.8% of Net revenue in First Quarter ~~2019. This decrease~~2020. The increase in expenses was ~~primarily~~attributable to lower Selling and administrative expenses in First Quarter 2020 due to actions taken to reduce non-essential operating expenses and structural costs including employee furloughs and temporary tiered salary reductions for ~~the Company’s~~ executive management and corporate employees in response to the COVID-19 pandemic. The approximately 970 basis point decrease was driven by improved leverage from higher sales slightly offset by increased digital marketing expenses. This was also an approximately 540 basis point improvement compared to First Quarter 2019 despite the higher digital marketing expenses.

Depreciation and Amortization

Depreciation and amortization expense was $9.9 million in First Quarter 2021, an increase of $1.1 million or 12.7%, compared with $8.8 million in First Quarter ~~2020, an increase of $1.2 million or 15.3%, compared with $7.6 million in First Quarter 2019.~~2020. This increase was primarily attributable to depreciation associated with ~~the Company’s EOM system implementation,~~our continued investment in ~~the~~our digital ~~infrastructure and an increased number of U.S. Company Operated stores.~~information technology infrastructure.

Other Operating Expense

Other operating expense, net was $0.4 million in First Quarter 2021 and $4.3 million in First Quarter ~~2020 and~~2020. The decrease of $3.9 million was ~~insignificant in First Quarter 2019. This increase was due~~primarily attributed to the $3.3 million impairment of ~~goodwill.~~goodwill allocated to the Japan eCommerce reporting unit which was recognized in First Quarter 2020.

Operating ~~Loss~~Income (Loss)

Operating income was $11.9 million in First Quarter 2021 compared to Operating loss ~~was~~of $24.7 million in First Quarter ~~2020 compared to Operating loss of $4.7 million in First Quarter 2019.~~2020. This increase in ~~loss~~Operating income was ~~due to~~driven by the ~~impact of~~increase in Gross profit from the ~~COVID-19 pandemic on the Company’s business.~~increased revenue and improved margins over First Quarter 2020 partially offset by higher selling and administrative expenses.

Interest Expense

Interest expense was $9.1 million in First Quarter 2021 compared to $5.3 million in First Quarter ~~2020 compared~~2020. The $3.8 million increase was primarily attributed to ~~$7.8 million in First Quarter 2019, reflective of the $100 million voluntary prepayment on the term loan in First Quarter 2019 and lower~~higher interest rates ~~during First Quarter 2020, partially offset by increased borrowings under~~associated with the ~~ABL Facility in the First Quarter 2020.~~Current Term Loan Facility.

Other Income

Other income was $0.2 million in both First Quarter ~~2020 compared to Other income of $0.9 million in~~2021 and First Quarter ~~2019.~~2020.

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Income Tax Expense (Benefit)

We recorded a tax expense at an overall effective tax rate of 11.3% for First Quarter 2021 and a tax benefit at an overall effective tax rate of 30.8% for First Quarter 2020. The First Quarter 2021 rate reflects the tax benefits resulting from stock-based compensation. The First Quarter 2020 rate reflects the estimated tax benefits as a result of the CARES Act. We recorded a tax benefit at an overall effective tax rate of 41.7% for First Quarter 2019. The First Quarter 2019 rate reflects the tax benefits resulting from the change in status of various foreign jurisdictions.

Net ~~Loss~~Income (Loss)

As a result of the above factors, Net income was $2.6 million and diluted earnings per share was $0.08 in First Quarter 2021 compared with a Net loss ~~was~~of $20.6 million and diluted loss per share ~~was~~of $0.64 in First Quarter 2020 ~~compared with~~and a Net loss of $6.8 million and diluted loss per share of $0.21 in First Quarter 2019.

Adjusted EBITDA

As a result of the above factors, Adjusted EBITDA was $22.5 million in First Quarter 2021 compared to a loss of $11.6 million in First Quarter 2020 ~~as compared to~~and earnings of $3.0 million in First Quarter 2019.

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. ~~As of May 1, 2020 we had borrowings of $75.0 million on the~~The ABL Facility ~~all~~had a balance outstanding of ~~which was repaid by the end~~$80 million at April 30, 2021 other than letters of ~~June 2020.~~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.

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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 We expect that our cash on hand and ~~insolvency events, invalidity or impairment of guarantees or security interests, and material judgments and change of control. The Term Loan Facility will mature~~cash flows from operations, along with revolving on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility, ~~would mature on January 4, 2021.~~

Pursuant to ASC 205, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s Term Loan Facility matures on April 4, 2021, which is within one year after the date of the Condensed Consolidated Financial Statements issued with this Quarterly Report on Form 10-Q. As of May 1, 2020, the remaining balance outstanding under the Term Loan Facility was $384.1 million. Given the amount currently outstanding under the Term Loan Facility and its maturity date of April 4, 2021, and based on the definitions in the relevant accounting standards, management has determined that this condition raises substantial doubt about the Company’s ability to continue as a going concern. This evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt is deemed to exist, management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be ~~effectively implemented within one year after the date the financial statements are issued,~~adequate to meet our capital requirements and ~~(2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.~~

The Company is in the process of seeking new financing to replace the Term Loan Facility and, to the extent this can be successfully secured, is expected to alleviate the doubt raised by the application of ASC 205. Due to the Company’s recent trends of profitable growth, management believes that it will be able to refinance the Term Loan Facility on acceptable terms despite the challenging financial environment reflecting the COVID-19 pandemic. The Company currently has received non-binding term sheets from multiple investors for transactions which would allow it to refinance the Term Loan Facility debt and is in active discussions and negotiations regarding the refinancing. The Company’s financial forecasts indicate sufficient liquidityoperational needs for at least the next twelve months under the terms of these proposals. However, as the ability to secure a refinancing is conditional upon the execution of agreements with new or existing investors, which is considered outside of the Company’s control, for an amount that allows the Company to meet its obligations as they become due within a period of at least one year from the date of issuance of its financial statements, the refinancing is not considered probable of occurring until such time as the refinancing is completed. The Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.12 months.

Description of Material Indebtedness

Debt Arrangements

~~On November 16, 2017,~~During Fiscal 2020, we exercised the ~~Company entered into~~“accordion” feature under the ABL Facility ~~which provides for~~increasing the maximum borrowings ~~of $175.0~~available under the facility from $175 million ~~for the Company,~~to $275 million, subject to a borrowing ~~base. During First Quarter~~base (the “Loan Cap”). This was completed in two separate transactions. The first was a $25 million increase effective March 19, 2020 and the ~~Company increased capacity under~~second was a $75 million increase effective September 9, 2020. The latter was completed through the Second Amendment to the ABL Facility ~~by $25.0 million, so that maximum borrowings are $200.0 million.~~ executed on August 12, 2020.

The ABL Facility ~~has~~includes a ~~letter~~$70 million sublimit for letters of credit ~~sub-limit of $70.0 million. The ABL Facility~~and is available for working capital and other general corporate ~~purposes. As of~~liquidity needs. The balance outstanding on April 30, 2021 and May 1, 2020 ~~the Company had outstanding borrowings~~was $80 million and $75 million, respectively. The balance of ~~$75.0 million,~~ outstanding letters of credit ofwas $16.9 million and $8.7 million on April 30, 2021 and $116.3 million in availability under the ABL Facility. Upon entering into the ABL Facility, the Company incurred $1.5 million in debt origination fees. The fees were capitalized as debt issuance costs and are being amortized as an adjustment to Interest expense over the remaining life of the Debt Facilities.May 1, 2020, respectively.

On ~~April 4, 2014, Lands’ End~~September 9, 2020, we entered into the Current Term Loan Facility which provides a term loan facility of ~~$515.0~~$275 million, the proceeds of which were used, along with borrowings of $125 million under our ABL Facility, to ~~pay a dividend of $500.0 million to a subsidiary of Sears Holdings Corporation immediately prior to~~repay all the ~~Separation~~indebtedness under the Former Term Loan Facility and to pay fees and expenses ~~associated~~in connection with the ~~Debt Facilities at that time~~financing. Origination costs, including an Original Issue Discount (OID) of ~~approximately $11.4~~3% and $5.0 million ~~with the remaining proceeds used for general corporate purposes. The~~in debt origination fees were ~~capitalized as debt issuance costs~~paid upon entering into the Current Term Loan Facility.

Interest; Fees

The interest rates per annum applicable to the loans under the Current Term Loan Facility are based on a fluctuating rate of interest measured by reference to, at the borrower’s election, either (1) an adjusted LIBOR (with a minimum rate of 1%) 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% plus ½ of 1%, and (iii) the one month LIBOR rate plus 1% per annum) plus 8.75%.

The borrowing margin under the ABL Facility is subject to adjustment based on the average daily total loans outstanding under the ABL Facility for the preceding fiscal quarter. For LIBOR loans, the interest rate is LIBOR (subject to an interest rate floor of 0.75%) plus a borrowing margin which is, where the average daily total loans outstanding for the previous quarter are ~~being amortized as an adjustment~~(i) less than $50.0 million, 1.75%, (ii) equal to ~~Interest expense over~~or greater than $50.0 million but less than $100.0 million, 2.00%, (iii) equal to or greater than $100.0 million but less than $200.0 million, 2.25%, and (iv) greater than $200.0 million, 3.50%. For Base Rate loans, the ~~remaining life~~borrowing margin is, where the average daily total loans outstanding for the previous quarter are (i) less than $50.0 million for the previous

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quarter, 1.00%, (ii) equal to or greater than $50.0 million but less than $100.0 million, 1.25%, (iii) equal to or greater than $100.0 million but less than $200.0 million, 1.50%, and (iv) greater than $200.0 million, 2.75%.

The ABL Facility includes (i) commitment fees which range from 0.25% to 0.375% based upon the average daily unused commitment (aggregate commitment less loans and letters of credit outstanding) under the ABL Facility for the preceding fiscal quarter and (ii) customary letter of credit fees.

Customary agency fees are payable in respect of the Debt Facilities. ~~In First Quarter 2019, Lands’ End made a $100 million voluntary prepayment on the Term Loan from excess cash on hand.~~

Maturity; Amortization and Prepayments

The ABL Facility matures on November 16, 2022, subject to customary extension provisions provided for therein.

The Current Term Loan Facility matures on September 9, 2025 and amortizes at a rate equal to 1%1.25% per ~~annum, and~~quarter. It is subject to mandatory ~~prepayment~~prepayments in an amount equal to a percentage of the borrower’s excess cash flows ~~(as defined in the Term Loan Facility)~~ in each fiscal year, ranging from 0% to ~~50%~~75% depending on ~~Lands’ End’s secured~~our total leverage ratio, and with the proceeds ~~from~~of certain asset sales, casualty events and ~~casualty events.~~

extraordinary receipts. The loan may not be voluntarily prepaid during the first two years of its term, without significant penalties. A prepayment premium is applicable to voluntary prepayments and certain mandatory prepayments made prior to the fourth anniversary of the closing date of the Current Term Loan Facility matures on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL

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~~Facility would mature on January 4, 2021.~~ ~~The Company is in the process of seeking to refinance the Term Loan~~ Facility. See Item IA, Risk Factors, included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2020, and the Risk Factors included in the Company’s Current Report on Form 8-K dated June 2, 2020.

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 ~~wholly-owned domestic~~ 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 Current Term Loan Facility is secured by a second priority security interest in the same collateral, with certain exceptions.

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

The Former Term Loan Facility, which was replaced by the Current Term Loan Facility on September 9, 2020, had the same priority security interest in the same ~~collateral.~~collateral, with certain exceptions.

~~Interest; Fees~~

The interest rates per annum applicable to the loans under the Debt Facilities are based on a fluctuating rate of interest measured by reference to, at the borrowers’ election, either (i) an adjusted LIBOR rate plus a borrowing margin, or (ii) an alternative base rate plus a borrowing margin. The borrowing margin is fixed for the Term Loan Facility at 3.25% in the case of LIBOR loans and 2.25% in the case of base rate loans. For the Term Loan Facility, LIBOR is subject to a 1% interest rate floor. The borrowing margin for the ABL Facility is subject to adjustment based on the average excess availability under the ABL Facility for the preceding fiscal quarter. In the case of LIBOR borrowings this adjustment will range from 1.25% to 1.75% for the ABL Facility. Base rate borrowings will range from 0.50% to 1.00% for the ABL Facility.

Customary agency fees are payable in respect of the Debt Facilities. The ABL Facility fees also include (i) commitment fees in an amount equal to 0.25% of the daily unused portions of the ABL Facility and (ii) customary letter of credit fees.

Representations and Warranties; Covenants

Subject to specified exceptions, the Debt Facilities contain various representations and warranties and restrictive covenants that, among other things, restrict ~~the ability of~~ Lands’ End, Inc.’s and its ~~subsidiaries~~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. ~~In addition, if~~

The Current 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.

If excess availability under the ABL Facility falls below the greater of 10% of the ~~loan cap~~Loan Cap amount or $15.0 million, ~~Lands’ End~~we will be required to comply with a minimum fixed charge coverage ratio of 1.0 to 1.0. The ~~Debt Facilities do not otherwise contain financial~~ABL Facility also has a cash maintenance ~~covenants. The Company was in compliance with all financial covenants related~~provision, which applies a limit of $75 million on the amount of cash and cash equivalents (subject to certain exceptions) that we may hold when outstanding loans under the ~~Debt Facilities as of May 1, 2020.~~ABL Facility are equal to or exceed $125 million.

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 April 30, 2021, we were in compliance with all of our 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 and material judgments and change of control. The Term Loan Facility matures on April 4, 2021. The ABL Facility matures on November 16, 2022, however, in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021. The Company is in the process

Table of ~~seeking to refinance the Term Loan Facility however the timeline for this process has been increased due to the impact of the COVID-19 pandemic on the financial markets.~~Contents

Cash Flows from Operating Activities

Net cash used in operating activities ~~increased~~decreased to $38.7 million Year-to-Date 2021 from $80.2 million in Year-to-Date 2020, ~~from $36.3 million in Year-to-Date 2019,~~ primarily driven by a reduction in inventory related ~~payables.~~

~~Table of Contents~~payables and an increase in customer receivables.

Cash Flows from Investing Activities

Net cash used in investing activities was $4.9 million and $10.8 million Year-to-Date 2021 and ~~$15.0 million for~~ Year-to-Date 2020, ~~and Year-to-Date 2019,~~ respectively. Cash used in investing activities for both periods was primarily used for investments to update our digital information technology infrastructure.

For Fiscal 2021, we plan to invest approximately $26 million in capital expenditures for strategic investments and infrastructure, primarily in technology and ~~property and equipment.~~general corporate needs.

Cash Flows from Financing Activities

Net cash provided by financing activities was $46.5 million and $73.3 million ~~for~~Year-to-Date 2021 and Year-to-Date 2020, respectively, primarily ~~resulting~~ from ~~$75.0 million of~~ borrowings ~~from~~through the ~~ABL. Net cash used in financing activities for Year-to-Date 2019 was $102.0 million consisting primarily of a $100 million voluntary prepayment of our Term Loan Facility in First Quarter 2019.~~ABL Facility.

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 ~~31, 2020.~~29, 2021.

Financial Instruments with Off-Balance-Sheet Risk

On November 16, 2017, the Company entered into the ABL Facility, which initially provided for maximum borrowings of $175.0 million for the Company, subject to a borrowing base. During First Quarter 2020, the Company increased capacity under the ABL Facility by $25.0 million, so that maximum borrowings are $200.0 million. The ABL Facility ~~has~~includes a ~~letter~~$70 million sublimit for letters of credit ~~sub-limit of $70.0 million. The ABL Facility~~and matures on November 16, 2022, however, in the event the Term Loan Facility debt is not extended, repaid, or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021. The ABL Facilitysubject to customary extension provisions provide for therein, and is available for working capital and other general corporate ~~purposes. As of~~liquidity needs. The balance outstanding on April 30, 2021 and May 1, 2020 ~~the Company had outstanding borrowings~~was $80 million and $75 million, respectively. The balance of ~~$75.0 million,~~ outstanding letters of credit ofwas $16.9 million and $8.7 million on April 30, 2021 and ~~$116.3 million in availability under the ABL Facility.~~May 1, 2020, 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~~

We considered the COVID-19 pandemic to be a triggering event in First Quarter 2020 for the Outfitters and Japan eCommerce reporting units and therefore completed an interim test for impairment of goodwill for these reporting units as of May 1, 2020. The interim tests employed the assumption that revenue in the Outfitters and Japan eCommerce reporting units will return to Fiscal 2019 levels by Fiscal 2023 (the 53 weeks ending February 2, 2024). The testing resulted in no impairment of the Outfitters reporting unit and full impairment of the $3.3 million of goodwill allocated to Japan eCommerce reporting unit.

~~Goodwill impairment assessments~~

The Company tests 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. The Company estimates fair value 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 the Company's reporting unit. The projection 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, estimates of future expected changes in operating margins and cash expenditures. Other significant estimates and assumptions include terminal value growth rates, future estimates of capital expenditures and changes in future working capital requirements.

The Outfitters and Japan eCommerce reporting units have been negatively impacted by decreased demand during First Quarter 2020 due to the impacts of the COVID-19 pandemic on its customers. Accordingly, the Company has performed an interim impairment test for these reporting units using scenarios that factor in different durations of the pandemic, the possibility of future declines in revenue and assumptions of the business returning to normal levels of operations in future years. Based on the weighted evaluation of these different scenarios, which included adjusted risk profiles, the Company believes that the fair value of the Outfitters reporting unit is greater than the carrying value resulting in no impairment of the Outfitters reporting unit. Based on the weighted evaluation of these different scenarios, the Company believes that the fair value of the Japan eCommerce reporting unit is less than the carrying value and therefore, the entirety of the goodwill allocated to Japan is impaired. Accordingly, in First Quarter 2020 the

~~Table of Contents~~

Company recorded a non-cash pretax trade name impairment charge to the Japan eCommerce reporting unit of approximately $3.3 million. This charge is recorded in the Other operating expense, net line in the Condensed Consolidated Statements of Operations.

~~Indefinite-lived intangible asset impairment assessments~~

The Company concluded that recent events did not result in a triggering event for trade name and therefore did not complete testing of the trade name for impairment. As such, no trade name impairment charges were recorded in First Quarter 2020.

As the pandemic continues, Lands’ End will continue to evaluate goodwill and trade name indefinite-lived intangible asset for impairment. A prolonged pandemic could impact the results of operations and thus alter assumptions utilized in the determination of the estimated fair values of the reporting units that are significant enough to trigger an 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 ~~31, 2020.~~29, 2021. There have been no significant changes in our critical accounting policies or their application since January ~~31, 2020.~~29, 2021.

Recent Accounting Pronouncements

See Part I, Item 1, Note 2, Recent Accounting Pronouncements, of the Condensed Consolidated Financial Statements ~~(Unaudited)~~(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, ~~financing activities, liquidity, the impact of the COVID-19 pandemic,~~ 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"~~"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 ~~31, 2020, as supplemented by the risk factors contained in the Company’s Current Report on Form 8-K dated June 2, 2020~~29, 2021 and ~~as modified by~~ "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.

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ITEM 3. QUANTITATIVE AND ~~QUALITATI~~VEQUALITATIVE DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our financial instruments represents the potential loss arising from adverse changes in currency rates. A significant portion of our business is transacted in U.S. dollars, and is expected to continue to be transacted in U.S. dollars or U.S. dollar-based currencies. As of ~~May 1, 2020,~~April 30, 2021, we had ~~$8.4~~$11.0 million of cash denominated in foreign currencies, principally in ~~British~~ Pound ~~Sterling, Euros, Yen~~sterling, Euro and ~~Hong Kong Dollars.~~Japanese yen. We do not enter into financial instruments for trading purposes or hedging and have not used any derivative financial instruments. We do not consider our foreign earnings to be permanently reinvested.

We are subject to interest rate risk with the Current 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% LIBOR floor) associated with the Current Term Loan Facility would result in a ~~$3.8~~$2.7 million change in our annual cash interest expenses. Assuming our ABL Facility was fully drawn to a principal amount equal to ~~$200.0~~$275.0 million, each one percentage point change in interest rates would result in a ~~$2.0~~$2.8 million change in our annual cash interest expense.

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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Based on their evaluation for the period covered by this Quarterly Report on Form 10-Q, Lands’ End’s Chief Executive Officer and President and ~~Executive Vice President, Chief Operating Officer,~~ Chief Financial Officer ~~and Treasurer~~ have concluded that, as of ~~May 1, 2020,~~April 30, 2021, 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 First Fiscal Quarter Ended ~~May 1, 2020~~April 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on our results of operations, cash flows or financial position taken as a whole.

For a description of our legal proceedings, see Note 9, Commitments and Contingencies in Notes to Condensed Consolidated Financial Statements of this Quarterly Report on Form ~~10-Q.~~10-Q, which description of legal proceedings is incorporated by reference herein.

ITEM 1A. RISK FACTORS

~~Other than as set forth in the Company’s Current Report on Form 8-K dated June 2, 2020, there~~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 ~~31, 2020,~~29, 2021, filed with the SEC on March ~~23, 2020.~~25, 2021.

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Index of Exhibits

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this report:

3.1		Amended and Restated Certificate of Incorporation of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Lands’ End, Inc. on March 20, 2014 (File No. 001-09769)).

3.2		Amended and Restated Bylaws of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 8, 2014 (File No. 001-09769)).

31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		XBRL Instance DocumentDocument – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)*

*	Filed herewith.

**	Furnished herewith.

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~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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.

Lands’ End, Inc.

(Registrant)

Dated: ~~July 22, 2020~~June 2, 2021

By:

/s/ James Gooch

James Gooch

~~Executive Vice~~ President ~~Chief Operating Officer,~~and Chief Financial Officer ~~and Treasurer~~

(Principal Financial Officer)

% of

Net revenue

$’s

% of

Net revenue

Net ~~Loss~~Income and Adjusted EBITDA

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~~

•

EBITDA excludes the effects of financings, investing activities and tax structure by eliminating the effects of interest, depreciation and income tax.

•

~~Corporate restructuring – exit costs associated with retail operations and other corporate restructuring actions and activities in Fiscal 2019.~~

•

Goodwill and long-lived asset impairment – charges associated with the non-cash write-down of goodwill and certain long-lived assets for the 13 weeks ended May 1, 2020.

•

Other – amortization of transaction related costs associated with Third Party channel for the 13 weeks ended April 30, 2021.

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~~Goodwill and long-lived asset impairment – charge associated with the non-cash write-down of certain long-lived assets and goodwill in Fiscal 2020.~~

•

13 Weeks Ended

May 1, 2020

May 3, 2019

(in thousands)

$’s

% of
Net revenue

$’s

% of
Net revenue

Net loss

$
(20,643
)

(9.5
)%

$
(6,818
)

(2.6
)%
Income tax benefit

(9,207
)

(4.2
)%

(4,885
)

(1.9
)%
Other income, net

(173
)

(0.1
)%

(867
)

(0.3
)%
Interest expense

5,311

2.4
%

7,834

3.0
%
Operating loss

(24,712
)

(11.4
)%

(4,736
)

(1.8
)%
Depreciation and amortization

8,786

4.0
%

7,618

2.9
%
Corporate restructuring

—

0.0
%

203

0.1
%
Goodwill and long-lived asset impairment

3,444

1.6
%

—

0.0
%
Loss (gain) on property and equipment

842

0.4
%

(55
)

(0.0
)%
Adjusted EBITDA

$
(11,640
)

(5.4
)%

$
3,030

1.2
%

	13 Weeks Ended
	April 30, 2021						May 1, 2020
(in thousands)	$’s			% of Net revenue			$’s			% of Net revenue
Net income (loss)	$	2,639			0.8	%	$	(20,643	)		(9.5	)%
Income tax expense (benefit)		336			0.1	%		(9,207	)		(4.2	)%
Other income, net		(167	)		0.0	%		(173	)		(0.1	)%
Interest expense		9,060			2.8	%		5,311			2.4	%
Operating income (loss)		11,868			3.7	%		(24,712	)		(11.4	)%
Depreciation and amortization		9,904			3.1	%		8,786			4.0	%
Goodwill and long-lived asset impairment		—			—	%		3,444			1.6	%
Other		250			0.1	%		—			—	%
Loss on property and equipment		443			0.1	%		842			0.4	%
Adjusted EBITDA	$	22,465			7.0	%	$	(11,640	)		(5.4	)%

Discussion and Analysis

First Quarter ~~2020~~2021 compared with First Quarter 2020

Net Revenue

Table of Contents

school uniforms as some schools reopened for in-person classes, slightly offset by a slower recovery in our small and medium sized customers.

Gross Profit

~~Table of Contents~~lower-margin Third Party channel.

Selling and Administrative Expenses

Depreciation and Amortization

Other Operating Expense

Operating ~~Loss~~Income (Loss)

Interest Expense

Other Income

Other income was $0.2 million in both First Quarter ~~2020 compared to Other income of $0.9 million in~~2021 and First Quarter ~~2019.~~2020.

Table of Contents

Income Tax Expense (Benefit)

Net ~~Loss~~Income (Loss)

Adjusted EBITDA

Liquidity and Capital Resources

~~Table of Contents~~

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 We expect that our cash on hand and ~~insolvency events, invalidity or impairment of guarantees or security interests, and material judgments and change of control. The Term Loan Facility will mature~~cash flows from operations, along with revolving on April 4, 2021. The ABL Facility matures on November 16, 2022, however in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility, ~~would mature on January 4, 2021.~~

Pursuant to ASC 205, Presentation of Financial Statements, the Company is required to and does evaluate at each annual and interim period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. The Company’s Term Loan Facility matures on April 4, 2021, which is within one year after the date of the Condensed Consolidated Financial Statements issued with this Quarterly Report on Form 10-Q. As of May 1, 2020, the remaining balance outstanding under the Term Loan Facility was $384.1 million. Given the amount currently outstanding under the Term Loan Facility and its maturity date of April 4, 2021, and based on the definitions in the relevant accounting standards, management has determined that this condition raises substantial doubt about the Company’s ability to continue as a going concern. This evaluation does not consider the potential mitigating effect of management’s plans that have not been fully implemented. When substantial doubt is deemed to exist, management may evaluate the mitigating effect of its plans to determine if it is probable that (1) the plans will be ~~effectively implemented within one year after the date the financial statements are issued,~~adequate to meet our capital requirements and ~~(2) when implemented, the plans will mitigate the relevant conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern.~~

The Company is in the process of seeking new financing to replace the Term Loan Facility and, to the extent this can be successfully secured, is expected to alleviate the doubt raised by the application of ASC 205. Due to the Company’s recent trends of profitable growth, management believes that it will be able to refinance the Term Loan Facility on acceptable terms despite the challenging financial environment reflecting the COVID-19 pandemic. The Company currently has received non-binding term sheets from multiple investors for transactions which would allow it to refinance the Term Loan Facility debt and is in active discussions and negotiations regarding the refinancing. The Company’s financial forecasts indicate sufficient liquidityoperational needs for at least the next twelve months under the terms of these proposals. However, as the ability to secure a refinancing is conditional upon the execution of agreements with new or existing investors, which is considered outside of the Company’s control, for an amount that allows the Company to meet its obligations as they become due within a period of at least one year from the date of issuance of its financial statements, the refinancing is not considered probable of occurring until such time as the refinancing is completed. The Condensed Consolidated Financial Statements have been prepared assuming the Company will continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.12 months.

Description of Material Indebtedness

Debt Arrangements

Interest; Fees

Table of Contents

Customary agency fees are payable in respect of the Debt Facilities. ~~In First Quarter 2019, Lands’ End made a $100 million voluntary prepayment on the Term Loan from excess cash on hand.~~

Maturity; Amortization and Prepayments

The ABL Facility matures on November 16, 2022, subject to customary extension provisions provided for therein.

~~Table of Contents~~

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 ~~wholly-owned domestic~~ 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 Current Term Loan Facility is secured by a second priority security interest in the same collateral, with certain exceptions.

~~Interest; Fees~~

Representations and Warranties; Covenants

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 April 30, 2021, we were in compliance with all of our 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 and material judgments and change of control. The Term Loan Facility matures on April 4, 2021. The ABL Facility matures on November 16, 2022, however, in the event the Term Loan Facility debt is not extended, repaid or otherwise refinanced at least six months before its maturity date, the ABL Facility would mature on January 4, 2021. The Company is in the process

Table of ~~seeking to refinance the Term Loan Facility however the timeline for this process has been increased due to the impact of the COVID-19 pandemic on the financial markets.~~Contents

Cash Flows from Operating Activities

~~Table of Contents~~payables and an increase in customer receivables.

Cash Flows from Investing Activities

Cash Flows from Financing Activities

Contractual Obligations and Off-Balance-Sheet Arrangements

Financial Instruments with Off-Balance-Sheet Risk

Application of Critical Accounting Policies and Estimates

~~Goodwill and Trade Name Impairment Analysis~~

~~Goodwill impairment assessments~~

~~Table of Contents~~

~~Indefinite-lived intangible asset impairment assessments~~

Recent Accounting Pronouncements

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Table of Contents

ITEM 3. QUANTITATIVE AND ~~QUALITATI~~VEQUALITATIVE DISCLOSURES ABOUT MARKET RISK

Table of Contents

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Changes in Internal Control over Financial Reporting

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is party to various claims, legal proceedings and investigations arising in the ordinary course of business. Some of these actions involve complex factual and legal issues and are subject to uncertainties. At this time, the Company is not able to either predict the outcome of these legal proceedings or reasonably estimate a potential range of loss with respect to the proceedings. While it is not feasible to predict the outcome of pending claims, proceedings and investigations with certainty, management is of the opinion that their ultimate resolution should not have a material adverse effect on our results of operations, cash flows or financial position taken as a whole.

ITEM 1A. RISK FACTORS

Table of Contents

Index of Exhibits

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this report:

3.1		Amended and Restated Certificate of Incorporation of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K filed by Lands’ End, Inc. on March 20, 2014 (File No. 001-09769)).

3.2		Amended and Restated Bylaws of Lands' End, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on April 8, 2014 (File No. 001-09769)).

31.1		Certification of Principal Executive Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

31.2		Certification of Principal Financial Officer Required Under Rule 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as amended.*

32.1		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

101.INS		XBRL Instance DocumentDocument – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

101.SCH		Inline XBRL Taxonomy Extension Schema Document*

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document*

101.DEF		Inline XBRL Taxonomy Extension Definition Document*

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document*

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document*
104		Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit 101)*

*	Filed herewith.

**	Furnished herewith.

Table of Contents

~~SIGNATURES~~

SIGNATURES

Pursuant to the requirements 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.

Lands’ End, Inc.

(Registrant)

Dated: ~~July 22, 2020~~June 2, 2021

By:

/s/ James Gooch

James Gooch

~~Executive Vice~~ President ~~Chief Operating Officer,~~and Chief Financial Officer ~~and Treasurer~~

(Principal Financial Officer)

% of

Net revenue

$’s

% of

Net revenue

217,008

100.0

262,433

100.0

321,297

100.0

217,008

100.0

Cost of sales (excluding depreciation and amortization)

122,853

56.6

142,559

54.3

173,560

54.0

122,853

56.6

Gross profit

94,155

43.4

119,874

45.7

147,737

46.0

94,155

43.4

Selling and administrative

105,796

48.8

116,844

44.5

125,522

39.1

105,796

48.8

Depreciation and amortization

8,786

4.0

7,618

2.9

9,904

3.1

8,786

4.0

Other operating expense, net

4,285

2.0

148

0.1

443

0.1

4,285

2.0

Operating loss

(24,712

)

(11.4

(4,736

)

(1.8

Operating income (loss)

11,868

3.7

(24,712

)

(11.4

Interest expense

5,311

2.4

7,834

3.0

9,060

2.8

5,311

2.4

Other income, net

(173

)

(0.1

(867

)

(0.3

(167

)

0.0

(173

)

(0.1

Loss before income taxes

(29,850

)

(13.8

(11,703

)

(4.5

Income tax benefit

(9,207

)

(4.2

(4,885

)

(1.9

NET LOSS

(20,643

)

(9.5

(6,818

)

(2.6

Income (loss) before income taxes

2,975

0.9

(29,850

)

(13.8

Income tax expense (benefit)

336

0.1

(9,207

)

(4.2

NET INCOME (LOSS)

2,639

0.8