DELAWARE | 001-06631 | 94-0905160 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02. | Results of Operations and Financial Condition. |
ITEM 2.05. | Costs Associated with Exit or Disposal Activities. |
ITEM 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
ITEM 9.01. | Financial Statements and Exhibits. |
LEVI STRAUSS & CO. | |||
DATE: | July 7, 2020 | By: | /s/ GAVIN BROCKETT |
Name: | Gavin Brockett | ||
Title: | Senior Vice President and Global Controller | ||
(Principal Accounting Officer and Duly Authorized Officer) | |||

Investor Contact: | Aida Orphan | Media Contact: | Kelly Mason | |||
Levi Strauss & Co. | Levi Strauss & Co. | |||||
(415) 501-6194 | (415) 501-7777 | |||||
• | Net revenues declined 62 percent on a reported basis; the decrease was due to the temporary closure of company-operated, franchise and wholesale customer retail locations as a result of the COVID-19 pandemic, partially offset by the company’s e-commerce business which grew 25 percent for the quarter, with sequential month-over-month acceleration to nearly 80 percent growth for the month of May. |
• | Gross margin decreased 19.2 percentage points on a reported basis to 34.1 percent; the decrease in gross margin was primarily due to inventory costs of $87 million recorded in connection with COVID-19 business disruptions. Adjusted gross margin was 51.5 percent, a decline of only 180 basis points, primarily reflecting lower wholesale gross margins, due to a higher proportion of Europe’s sales in lower margin markets and channels, which was partially offset by the benefit of price increases. Global DTC and the Americas' adjusted gross margins were in-line with prior year, and Asia's rose due to China's strong gross margin. |
• | SG&A declined 14 percent to $551 million, as the company’s cost-savings actions drove a 25 percent reduction in Adjusted SG&A, which was partially offset by $88 million of COVID-19 related charges. |
• | The company recorded a net loss for the quarter of $364 million, reflecting $242 million, pre-tax, in restructuring charges and inventory costs and other charges recorded in connection with COVID-19 business disruptions, and an Adjusted net loss of $192 million, primarily resulting from the temporary closures of company-operated, franchise and wholesale customer third-party retail locations. |
• | Adjusted EBIT was a loss of $206 million, as the adverse revenue impact of COVID-19 was only partially offset by the company’s cost-savings actions, which drove a $157 million decline in Adjusted SG&A. |
• | Adjusted diluted EPS was $(0.48), reflecting the Adjusted net loss. |
• | Total inventories at quarter end increased ten percent, net of reserves, compared to a year prior, despite the 62 percent decline in revenues, reflecting the company’s aggressive inventory actions in response to the COVID-19 business disruption and flexibility resulting from the high percentage of sales derived from core products. |
• | The company enhanced its liquidity position by issuing an additional $500 million in aggregate principal amount of its 5.00% senior notes due 2025; total liquidity was $2 billion at quarter-end. |
Three Months Ended | Increase (Decrease) As Reported | Six Months Ended | Increase (Decrease) As Reported | |||||||||||||||||||
($ millions, except per-share amounts) | May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||||||||
Net revenues | $ | 498 | $ | 1,313 | (62 | )% | $ | 2,004 | $ | 2,747 | (27 | )% | ||||||||||
Net income (loss) | $ | (364 | ) | $ | 29 | (1,376 | )% | $ | (211 | ) | $ | 175 | (221 | )% | ||||||||
Adjusted net income (loss) | $ | (192 | ) | $ | 69 | (376 | )% | $ | (29 | ) | $ | 220 | (113 | )% | ||||||||
Adjusted EBIT | $ | (206 | ) | $ | 82 | (352 | )% | $ | (17 | ) | $ | 288 | (106 | )% | ||||||||
Diluted earnings per share* | $ | (0.91 | ) | $ | 0.07 | (98 | )¢ | $ | (0.53 | ) | $ | 0.44 | (97 | )¢ | ||||||||
Adjusted diluted earnings per share* | $ | (0.48 | ) | $ | 0.17 | (65 | )¢ | $ | (0.07 | ) | $ | 0.55 | (62 | )¢ | ||||||||
• | Net revenues declined 62 percent on a reported basis, and 61 percent on a constant-currency basis excluding $41 million in unfavorable currency effects. The decrease was primarily due to the temporary closures of company-operated and third-party retail locations as a result of the COVID-19 pandemic. The decrease was partially offset by 25 percent growth in its company-operated e-commerce business, including the benefit of accelerating its omni-channel initiatives, which after declining in March began to recover in April and accelerated to nearly 80 percent growth in May compared to the same month of the prior year. Company-operated e-commerce comprised 15 percent of total company net revenues in the second quarter, compared to 5 percent in the second quarter of the prior year, and growing at a faster rate due to the company’s digital initiatives and the pandemic’s impact to consumer shopping behaviors. |
• | Gross profit was $170 million compared to $700 million in the same quarter in the prior year. Gross margin was 34 percent of net revenues, down from 53 percent in the same quarter of the prior year. The decrease in gross profit and gross margin is primarily due to lower revenues across all regions and $87 million in inventory-related costs recorded in connection with COVID-19 business disruptions, including the recognition of incremental inventory reserves of $50 million and adverse fabric purchase commitments of $36 million, directly related to the expected impact of COVID-19 on forecasted sales and expected selling prices. |
• | Adjusted gross margin, which excludes the COVID-19 related charges, was 51.5 percent, a decline of 180 basis points compared to prior year, reflecting a decline in Europe’s wholesale gross margin, as the benefit of price increases was more than offset by a higher proportion of sales in lower-margin markets and channels. Gross margins for global DTC as well as for the Americas region were in line with the same quarter in the prior year, and Asia’s gross margin rose due to the benefit of price increases and a higher proportion of sales in China. |
• | Selling, general and administrative (SG&A) expenses were $551 million, a 14 percent decline compared to $638 million in the same quarter in the prior year. SG&A in the second quarter of 2020 included COVID-19 related non-cash charges of $60 million in asset impairments primarily associated with the company’s store fleet and charges of $28 million related to customer receivables. |
• | Restructuring charges of $67 million were recorded in the second quarter of 2020 in connection with the company’s restructuring initiative, which is designed to reduce costs, streamline operations and support agility. The action the company announced today includes an approximately 15 percent reduction of the company's global non-retail and non-manufacturing organization, or roughly 700 positions, and is anticipated to be substantially completed in 2020. |
• | Operating loss of $448 million reflected lower Adjusted EBIT as well as the recognition of $67 million of restructuring charges, $87 million of COVID-19 related inventory costs and $88 million of COVID-19 related other charges for customer receivables and asset impairments. |
• | Adjusted EBIT was a loss of $206 million, reflecting the adverse revenue impact of COVID-19, which was partially offset by the company’s cost-reduction initiatives. |
• | Adjusted net loss was $192 million as compared to Adjusted net income of $69 million in the same quarter of the prior year, reflecting the decline in Adjusted EBIT. |
• | Adjusted diluted earnings per share declined to $(0.48) compared to $0.17 for the same prior-year period. |
Net Revenues | Operating Income (Loss) * | |||||||||||||||||||||
Three Months Ended | % Increase (Decrease) | Three Months Ended | % Increase (Decrease) | |||||||||||||||||||
($ millions) | May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||||||||
Americas | $ | 283 | $ | 693 | (59 | )% | $ | (38 | ) | $ | 102 | (137 | )% | |||||||||
Europe | $ | 129 | $ | 398 | (68 | )% | $ | (68 | ) | $ | 59 | (215 | )% | |||||||||
Asia | $ | 86 | $ | 222 | (61 | )% | $ | (29 | ) | $ | 17 | (268 | )% | |||||||||
• | In the Americas, net revenues declined 59 percent on a reported basis. The decrease in net revenues was across channels and brands due to the impacts of COVID-19 and the temporary closure of company-operated and third-party retail locations across the region. The majority of these locations closed mid-March and remained closed through the end of the quarter. The decrease in net revenues was partially offset by growth in e-commerce revenue; after an initial slowdown in response to COVID-19, online traffic on the company’s e-commerce websites increased partway through the quarter, accelerating through May in which U.S. company-operated e-commerce net revenues grew more than 100 percent compared to the same month of the prior year. |
• | In Europe, net revenues declined 68 percent on a reported basis. Net revenues decreased due to the impact of COVID-19, with the exception of the e-commerce business, where increasing growth rates accelerated to 35 percent growth in May after an initial slowdown in response to COVID-19. Company-operated and third-party retail locations began to close mid-March, with some markets reopening by the end of April and others during the month of May. |
• | In Asia, net revenues decreased 61 percent on a reported basis. The decrease in net revenues was across channels due to the impacts of COVID-19 and the temporary closures of company operated and third-party retail locations in the region. Retail locations in China and the neighboring countries that were impacted earlier by COVID-19 began to reopen their doors mid-March and saw foot traffic improve sequentially during the quarter, whereas locations in the rest of the region closed mid-March and remained closed through the end of the second quarter. E-commerce revenue grew significantly driven by increased traffic. |
• | Cash and cash equivalents at the end of the second quarter of 2020 of $1,448 million and short-term investments of $76 million were complemented by $448 million available under the company's revolving credit facility, resulting in a total liquidity position of approximately $2.0 billion. To further increase liquidity and strengthen the balance sheet, during the quarter the company drew down $300 million on its senior secured revolving credit facility and issued an additional $500 million in aggregate principal amount of its 5.00% senior notes due 2025, some or all of which the company may redeem at once or over time, at redemption prices specified in the indenture governing the notes. Subsequent to quarter end, the company repaid the $300 million drawn on its credit facility, reflecting the company’s strong liquidity position and confidence in its ability to draw on the facility in the future if necessary. |
• | Net debt at the end of the second quarter of 2020 was $283 million. The company’s leverage ratio was 4.1 at the end of the second quarter of 2020, an increase as compared to 1.4 at the end of the second quarter of 2019, due to the increase in gross debt and adverse impact of COVID-19 on the company’s Adjusted EBIT. |
• | Cash from operations for the first six months of 2020 decreased to $41 million compared to $162 million for the first six months of 2019, reflecting the significant impact of the widespread temporary store closures and other significant adverse impacts of the COVID-19 pandemic. The adverse impact on cash from operations related to COVID-19 was partially mitigated by the company’s focus on working capital management, in particular managing inventories, including reducing and canceling inventory commitments and redeploying basic inventory items to subsequent seasons, as well as negotiating extended payment terms with suppliers, vendors and landlords, and vigorously pursuing collection of receivables. |
• | Adjusted free cash flow for the first six months of 2020 was $(214) million, a decline of $253 million compared to the first six months of 2019, primarily reflecting lower cash from operations and higher share repurchases. The company has suspended its share repurchase program, and as it exited the second quarter had returned to positive cash flow generation. |
• | Total inventories were up ten percent compared to the end of the corresponding prior-year period, despite the sales decline of 62 percent, reflecting the swift actions the company took to curtail inventory inflow. |
• | The company declared and paid dividends of $0.08 per share in the second quarter totaling approximately $32 million. Collectively, dividends for the first and second quarter of 2020 represent a 16 percent increase compared to the $55 million paid in the first half of 2019. The company has determined not to declare a dividend for the third quarter and will reassess dividend payments for the fourth quarter as circumstances evolve. |
(Unaudited) | |||||||
May 24, 2020 | November 24, 2019 | ||||||
(Dollars in thousands) | |||||||
ASSETS | |||||||
Current Assets: | |||||||
Cash and cash equivalents | $ | 1,448,235 | $ | 934,237 | |||
Short-term investments in marketable securities | 76,078 | 80,741 | |||||
Trade receivables, net of allowance for doubtful accounts of $26,344 and $6,172 | 333,599 | 782,846 | |||||
Inventories: | |||||||
Raw materials | 3,657 | 4,929 | |||||
Work-in-process | 3,679 | 3,319 | |||||
Finished goods | 978,887 | 875,944 | |||||
Total inventories | 986,223 | 884,192 | |||||
Other current assets | 208,218 | 188,170 | |||||
Total current assets | 3,052,353 | 2,870,186 | |||||
Property, plant and equipment, net of accumulated depreciation of $1,034,094 and $1,054,267 | 446,292 | 529,558 | |||||
Goodwill | 259,187 | 235,788 | |||||
Other intangible assets, net | 49,862 | 42,782 | |||||
Deferred tax assets, net | 504,121 | 407,905 | |||||
Operating lease right-of-use assets, net (Note 1) | 974,710 | — | |||||
Other non-current assets | 201,447 | 146,199 | |||||
Total assets | $ | 5,487,972 | $ | 4,232,418 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current Liabilities: | |||||||
Short-term debt | $ | 307,912 | $ | 7,621 | |||
Accounts payable | 284,354 | 360,324 | |||||
Accrued salaries, wages and employee benefits | 138,175 | 223,374 | |||||
Restructuring liabilities (Note 6) | 51,252 | — | |||||
Accrued interest payable | 7,065 | 5,350 | |||||
Accrued income taxes | 24,671 | 24,050 | |||||
Accrued sales returns and allowances (Note 1) | 172,782 | 171,113 | |||||
Short-term operating lease liability (Note 1) | 217,673 | — | |||||
Other accrued liabilities (Note 1) | 388,528 | 375,372 | |||||
Total current liabilities | 1,592,412 | 1,167,204 | |||||
Long-term debt | 1,498,984 | 1,006,745 | |||||
Postretirement medical benefits | 60,819 | 64,006 | |||||
Pension liability | 174,700 | 193,214 | |||||
Long-term employee related benefits | 89,980 | 84,957 | |||||
Long-term income tax liabilities | 9,886 | 10,486 | |||||
Long-term operating lease liability (Note 1) | 839,632 | — | |||||
Other long-term liabilities | 56,353 | 134,249 | |||||
Total liabilities | 4,322,766 | 2,660,861 | |||||
Commitments and contingencies | |||||||
Stockholders’ Equity: | |||||||
Levi Strauss & Co. stockholders’ equity | |||||||
Common stock — $.001 par value; 1,200,000,000 Class A shares authorized, 63,216,618 shares and 53,079,235 shares issued and outstanding as of May 24, 2020 and November 24, 2019, respectively; and 422,000,000 Class B shares authorized, 333,147,968 shares and 340,674,741 shares issued and outstanding, as of May 24, 2020 and November 24, 2019, respectively | 396 | 394 | |||||
Additional paid-in capital | 611,993 | 657,659 | |||||
Accumulated other comprehensive loss | (477,696 | ) | (404,986 | ) | |||
Retained earnings | 1,030,513 | 1,310,464 | |||||
Total Levi Strauss & Co. stockholders’ equity | 1,165,206 | 1,563,531 | |||||
Noncontrolling interest | — | 8,026 | |||||
Total stockholders’ equity | 1,165,206 | 1,571,557 | |||||
Total liabilities and stockholders’ equity | $ | 5,487,972 | $ | 4,232,418 | |||
Three Months Ended | Six Months Ended | ||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||
(Dollars in thousands, except per share amounts) (Unaudited) | |||||||||||||||
Net revenues | $ | 497,542 | $ | 1,312,940 | $ | 2,003,668 | $ | 2,747,398 | |||||||
Cost of goods sold | 327,890 | 612,517 | 994,689 | 1,264,167 | |||||||||||
Gross profit | 169,652 | 700,423 | 1,008,979 | 1,483,231 | |||||||||||
Selling, general and administrative expenses | 550,525 | 637,525 | 1,211,070 | 1,219,421 | |||||||||||
Restructuring charges | 67,371 | — | 67,371 | — | |||||||||||
Operating income (loss) | (448,244 | ) | 62,898 | (269,462 | ) | 263,810 | |||||||||
Interest expense | (11,246 | ) | (15,126 | ) | (27,900 | ) | (32,670 | ) | |||||||
Underwriter commission paid on behalf of selling stockholders | — | (24,860 | ) | — | (24,860 | ) | |||||||||
Other income, net | 1,305 | 3,166 | 4,005 | 1,520 | |||||||||||
Income (loss) before income taxes | (458,185 | ) | 26,078 | (293,357 | ) | 207,800 | |||||||||
Income tax (benefit) expense | (94,636 | ) | (2,429 | ) | (82,497 | ) | 32,842 | ||||||||
Net income (loss) | (363,549 | ) | 28,507 | (210,860 | ) | 174,958 | |||||||||
Net income attributable to noncontrolling interest | — | (277 | ) | — | (151 | ) | |||||||||
Net income (loss) attributable to Levi Strauss & Co. | $ | (363,549 | ) | $ | 28,230 | $ | (210,860 | ) | $ | 174,807 | |||||
Earnings (loss) per common share attributable to common stockholders: | |||||||||||||||
Basic | $ | (0.91 | ) | $ | 0.07 | $ | (0.53 | ) | $ | 0.46 | |||||
Diluted | $ | (0.91 | ) | $ | 0.07 | $ | (0.53 | ) | $ | 0.44 | |||||
Weighted-average common shares outstanding: | |||||||||||||||
Basic | 397,484,849 | 389,518,461 | 396,832,024 | 383,278,398 | |||||||||||
Diluted | 397,484,849 | 409,332,997 | 396,832,024 | 401,405,411 | |||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||
(Dollars in thousands) (Unaudited) | |||||||||||||||
Net income (loss) | $ | (363,549 | ) | $ | 28,507 | $ | (210,860 | ) | $ | 174,958 | |||||
Other comprehensive income (loss), before related income taxes: | |||||||||||||||
Pension and postretirement benefits | 6,613 | 3,464 | 10,204 | 6,886 | |||||||||||
Derivative instruments | (2,202 | ) | 12,667 | 13,203 | 14,404 | ||||||||||
Foreign currency translation losses | (30,756 | ) | (8,843 | ) | (38,889 | ) | (4,757 | ) | |||||||
Unrealized (losses) gains on marketable securities | (2,347 | ) | 329 | (791 | ) | 1,219 | |||||||||
Total other comprehensive income (loss), before related income taxes | (28,692 | ) | 7,617 | (16,273 | ) | 17,752 | |||||||||
Income taxes benefit (expense) related to items of other comprehensive income (loss) | 3,730 | (2,432 | ) | (1,993 | ) | (4,173 | ) | ||||||||
Comprehensive income (loss), net of income taxes | (388,511 | ) | 33,692 | (229,126 | ) | 188,537 | |||||||||
Comprehensive income attributable to noncontrolling interest | — | (348 | ) | — | (402 | ) | |||||||||
Comprehensive income (loss) attributable to Levi Strauss & Co. | $ | (388,511 | ) | $ | 33,344 | $ | (229,126 | ) | $ | 188,135 | |||||
Three Months Ended May 24, 2020 | |||||||||||||||||||||||
Levi Strauss & Co. Stockholders | |||||||||||||||||||||||
Class A & Class B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||
(Dollars in thousands) (Unaudited) | |||||||||||||||||||||||
Balance at February 23, 2020 | $ | 399 | $ | 601,976 | $ | 1,445,188 | $ | (452,734 | ) | $ | — | $ | 1,594,829 | ||||||||||
Net loss | — | — | (363,549 | ) | — | — | (363,549 | ) | |||||||||||||||
Other comprehensive loss, net of tax | — | — | — | (24,962 | ) | — | (24,962 | ) | |||||||||||||||
Stock-based compensation and dividends, net | — | 8,090 | (27 | ) | — | — | 8,063 | ||||||||||||||||
Employee stock purchase plan | — | 2,252 | — | — | — | 2,252 | |||||||||||||||||
Repurchase of common stock | (3 | ) | — | (19,169 | ) | — | — | (19,172 | ) | ||||||||||||||
Shares surrendered for tax withholdings on equity awards | — | (325 | ) | — | — | — | (325 | ) | |||||||||||||||
Changes in ownership of noncontrolling interest | — | — | (137 | ) | — | — | (137 | ) | |||||||||||||||
Cumulative effect of adoption of new accounting standards | — | — | (84 | ) | — | — | (84 | ) | |||||||||||||||
Cash dividends declared ($0.08 per share) | — | — | (31,709 | ) | — | — | (31,709 | ) | |||||||||||||||
Balance at May 24, 2020 | $ | 396 | $ | 611,993 | $ | 1,030,513 | $ | (477,696 | ) | $ | — | $ | 1,165,206 | ||||||||||
Six Months Ended May 24, 2020 | |||||||||||||||||||||||
Levi Strauss & Co. Stockholders | |||||||||||||||||||||||
Class A & Class B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||
(Dollars in thousands) (Unaudited) | |||||||||||||||||||||||
Balance at November 24, 2019 | $ | 394 | $ | 657,659 | $ | 1,310,464 | $ | (404,986 | ) | $ | 8,026 | $ | 1,571,557 | ||||||||||
Net loss | — | — | (210,860 | ) | — | — | (210,860 | ) | |||||||||||||||
Other comprehensive loss, net of tax | — | — | — | (18,266 | ) | — | (18,266 | ) | |||||||||||||||
Stock-based compensation and dividends, net | 5 | 25,620 | (27 | ) | — | — | 25,598 | ||||||||||||||||
Employee stock purchase plan | — | 4,282 | — | — | — | 4,282 | |||||||||||||||||
Repurchase of common stock | (3 | ) | — | (56,240 | ) | — | — | (56,243 | ) | ||||||||||||||
Shares surrendered for tax withholdings on equity awards | — | (75,568 | ) | — | — | — | (75,568 | ) | |||||||||||||||
Changes in ownership of noncontrolling interest | — | — | (8,809 | ) | — | (8,026 | ) | (16,835 | ) | ||||||||||||||
Cumulative effect of adoption of new accounting standards | — | — | 59,624 | (54,444 | ) | — | 5,180 | ||||||||||||||||
Cash dividends declared ($0.16 per share) | — | — | (63,639 | ) | — | — | (63,639 | ) | |||||||||||||||
Balance at May 24, 2020 | $ | 396 | $ | 611,993 | $ | 1,030,513 | $ | (477,696 | ) | $ | — | $ | 1,165,206 | ||||||||||
Three Months Ended May 26, 2019 | |||||||||||||||||||||||
Levi Strauss & Co. Stockholders | |||||||||||||||||||||||
Class A & Class B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||
(Dollars in thousands) (Unaudited) | |||||||||||||||||||||||
Balance at February 24, 2019 | $ | 376 | $ | — | $ | 1,094,636 | $ | (416,370 | ) | $ | 7,400 | $ | 686,042 | ||||||||||
Net income | — | — | 28,230 | — | 277 | 28,507 | |||||||||||||||||
Other comprehensive income, net of tax | — | — | — | 5,114 | 71 | 5,185 | |||||||||||||||||
Stock-based compensation and dividends, net | 2 | 12,515 | — | — | — | 12,517 | |||||||||||||||||
Shares surrendered for tax withholdings on equity awards | — | (24,696 | ) | — | — | — | (24,696 | ) | |||||||||||||||
Reclassification from temporary equity in connection with initial public offering (Note 1) | — | 351,185 | (28,200 | ) | — | — | 322,985 | ||||||||||||||||
Issuance of Class A common stock in connection with initial public offering | 14 | 234,569 | — | — | — | 234,583 | |||||||||||||||||
Cancel liability-settled awards and replace with equity-settled awards in connection with initial public offering | — | 56,130 | — | — | — | 56,130 | |||||||||||||||||
Balance at May 26, 2019 | $ | 392 | $ | 629,703 | $ | 1,094,666 | $ | (411,256 | ) | $ | 7,748 | $ | 1,321,253 | ||||||||||
Six Months Ended May 26, 2019 | |||||||||||||||||||||||
Levi Strauss & Co. Stockholders | |||||||||||||||||||||||
Class A & Class B Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (Loss)/Income | Noncontrolling Interest | Total Stockholders' Equity | ||||||||||||||||||
(Dollars in thousands) (Unaudited) | |||||||||||||||||||||||
Balance at November 25, 2018 | $ | 376 | $ | — | $ | 1,084,321 | $ | (424,584 | ) | $ | 7,346 | $ | 667,459 | ||||||||||
Net income | — | — | 174,807 | — | 151 | 174,958 | |||||||||||||||||
Other comprehensive income, net of tax | — | — | — | 13,328 | 251 | 13,579 | |||||||||||||||||
Stock-based compensation and dividends, net | 2 | 14,012 | — | — | — | 14,014 | |||||||||||||||||
Reclassification to temporary equity | — | (506 | ) | (23,339 | ) | — | — | (23,845 | ) | ||||||||||||||
Repurchase of common stock | — | (165 | ) | (2,923 | ) | — | — | (3,088 | ) | ||||||||||||||
Shares surrendered for tax withholdings on equity awards | — | (25,522 | ) | — | — | — | (25,522 | ) | |||||||||||||||
Reclassification from temporary equity in connection with initial public offering | — | 351,185 | (28,200 | ) | — | — | 322,985 | ||||||||||||||||
Issuance of Class A common stock in connection with initial public offering | 14 | 234,569 | — | — | — | 234,583 | |||||||||||||||||
Cancel liability-settled awards and replace with equity-settled awards in connection with initial public offering | — | 56,130 | — | — | — | 56,130 | |||||||||||||||||
Cash dividends declared ($0.29 per share) | — | — | (110,000 | ) | — | — | (110,000 | ) | |||||||||||||||
Balance at May 26, 2019 | $ | 392 | $ | 629,703 | $ | 1,094,666 | $ | (411,256 | ) | $ | 7,748 | $ | 1,321,253 | ||||||||||
Six Months Ended | |||||||
May 24, 2020 | May 26, 2019 | ||||||
(Dollars in thousands) (Unaudited) | |||||||
Cash Flows from Operating Activities: | |||||||
Net income (loss) | $ | (210,860 | ) | $ | 174,958 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | |||||||
Depreciation and amortization | 71,005 | 58,745 | |||||
Property, plant, equipment, and right-of-use asset impairments | 61,157 | 556 | |||||
Unrealized foreign exchange losses | 3,146 | 14,899 | |||||
Realized gains on settlement of forward foreign exchange contracts not designated for hedge accounting | (15,271 | ) | (7,134 | ) | |||
Employee benefit plans’ amortization from accumulated other comprehensive loss and curtailment loss | 10,204 | 6,886 | |||||
Stock-based compensation | 25,598 | 14,014 | |||||
Allowance for doubtful accounts | 20,935 | 790 | |||||
Other, net | 3,870 | 467 | |||||
Benefit from deferred income taxes | (100,977 | ) | (19,937 | ) | |||
Change in operating assets and liabilities, net of effect of acquisition: | |||||||
Trade receivables | 408,053 | 119,916 | |||||
Inventories | (109,486 | ) | (32,628 | ) | |||
Accounts payable, accrued liabilities, and operating leases, net of right-of-use assets | (34,287 | ) | (47,263 | ) | |||
Restructuring liabilities | 65,793 | — | |||||
Income tax liabilities | 15,382 | 20,675 | |||||
Accrued salaries, wages and employee benefits and long-term employee related benefits | (100,567 | ) | (115,443 | ) | |||
Other operating assets and liabilities, net | (72,331 | ) | (27,688 | ) | |||
Net cash provided by operating activities | 41,364 | 161,813 | |||||
Cash Flows from Investing Activities: | |||||||
Purchases of property, plant and equipment | (75,210 | ) | (76,961 | ) | |||
Payments for business acquisition | (52,201 | ) | — | ||||
Proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting | 15,114 | 13,125 | |||||
Payments to acquire short-term investments | (44,847 | ) | (84,829 | ) | |||
Proceeds from sale, maturity and collection of short-term investments | 49,586 | 5,481 | |||||
Net cash used for investing activities | (107,558 | ) | (143,184 | ) | |||
Cash Flows from Financing Activities: | |||||||
Proceeds from issuance of long-term debt | 502,500 | — | |||||
Proceeds from senior revolving credit facility | 300,000 | — | |||||
Proceeds from short-term credit facilities | 6,003 | 17,929 | |||||
Repayments of short-term credit facilities | (5,193 | ) | (27,866 | ) | |||
Other short-term borrowings, net | — | (9,422 | ) | ||||
Payment of debt issuance costs | (6,459 | ) | — | ||||
Proceeds from issuance of Class A common stock | — | 254,329 | |||||
Payments for underwriter commission and other offering costs | — | (19,746 | ) | ||||
Proceeds from employee stock purchase plan | 4,283 | — | |||||
Repurchase of common stock | (56,243 | ) | (3,088 | ) | |||
Repurchase of shares surrendered for tax withholdings on equity awards | (75,568 | ) | (25,522 | ) | |||
Payments to noncontrolling interests | (16,090 | ) | — | ||||
Dividend to stockholders | (63,639 | ) | (55,000 | ) | |||
Other financing, net | (3 | ) | (565 | ) | |||
Net cash provided by financing activities | 589,591 | 131,049 | |||||
Effect of exchange rate changes on cash and cash equivalents and restricted cash | (9,113 | ) | (1,913 | ) | |||
Net increase in cash and cash equivalents and restricted cash | 514,284 | 147,765 | |||||
Beginning cash and cash equivalents, and restricted cash | 934,753 | 713,698 | |||||
Ending cash and cash equivalents, and restricted cash | 1,449,037 | 861,463 | |||||
Less: Ending restricted cash | (802 | ) | (530 | ) | |||
Ending cash and cash equivalents | $ | 1,448,235 | $ | 860,933 | |||
Noncash Investing and Financing Activity: | |||||||
Property, plant and equipment acquired and not yet paid at end of period | $ | 21,462 | $ | 14,775 | |||
Property, plant and equipment additions due to build-to-suit lease transactions | — | 10,861 | |||||
Realized (gain) loss on foreign currency contracts not yet settled at end of period | — | 5,990 | |||||
Supplemental disclosure of cash flow information: | |||||||
Cash paid for interest during the period | $ | 36,856 | $ | 26,849 | |||
Cash paid for income taxes during the period, net of refunds | 53,594 | 52,800 | |||||
Three Months Ended | Six Months Ended | ||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||
(Dollars in millions) | |||||||||||||||
(Unaudited) | |||||||||||||||
Most comparable GAAP measure: | |||||||||||||||
Gross profit | $ | 169.7 | $ | 700.4 | $ | 1,009.0 | $ | 1,483.2 | |||||||
Non-GAAP measure: | |||||||||||||||
Gross profit | $ | 169.7 | $ | 700.4 | $ | 1,009.0 | $ | 1,483.2 | |||||||
COVID-19 related inventory costs (1) | 86.6 | — | 86.6 | — | |||||||||||
Adjusted gross profit | $ | 256.3 | $ | 700.4 | $ | 1,095.6 | $ | 1,483.2 | |||||||
Adjusted gross margin | 51.5 | % | 53.3 | % | 54.7 | % | 54.0 | % | |||||||
(1) | Represents costs incurred in connection with COVID-19, including $49.9 million of incremental inventory reserves and the recognition of adverse fabric purchase commitments of $35.9 million. |
Three Months Ended | Six Months Ended | ||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||
(Dollars in millions) | |||||||||||||||
(Unaudited) | |||||||||||||||
Most comparable GAAP measure: | |||||||||||||||
Selling, general and administrative expenses | $ | 550.6 | $ | 637.5 | $ | 1,211.1 | $ | 1,219.4 | |||||||
Non-GAAP measure: | |||||||||||||||
Selling, general and administrative expenses | $ | 550.6 | $ | 637.5 | $ | 1,211.1 | $ | 1,219.4 | |||||||
Impact of changes in fair value on cash-settled stock-based compensation(1) | 0.7 | (15.0 | ) | (4.2 | ) | (20.3 | ) | ||||||||
COVID-19 related charges(2) | (88.0 | ) | — | (88.0 | ) | — | |||||||||
Restructuring related charges, severance and other, net(3) | (1.1 | ) | (3.7 | ) | (6.7 | ) | (3.8 | ) | |||||||
Adjusted SG&A | $ | 462.2 | $ | 618.8 | $ | 1,112.2 | $ | 1,195.3 | |||||||
(1) | Includes the impact of changes in fair value of Class B common stock following the grant date on awards that were granted as cash-settled and subsequently replaced with stock-settled awards concurrent with the IPO. |
(2) | Represents costs incurred in connection with the COVID-19 pandemic, primarily consisting of $43.0 million in impairment of certain operating lease right-of-use assets and $17.4 million in impairment of property and equipment related to certain retail locations and other corporate assets, and $27.6 million of charges related to customer receivables. |
(3) | Restructuring related charges, severance and other, net include transaction and deal related costs, including IPO-related, initial acquisition and integration costs and amortization of acquired intangible assets. |
Three Months Ended | Six Months Ended | Twelve Months Ended | |||||||||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||||||||
(Dollars in millions) | |||||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||||
Most comparable GAAP measure: | |||||||||||||||||||||||
Net income (loss) | $ | (363.6 | ) | $ | 28.5 | $ | (210.9 | ) | $ | 175.0 | $ | 9.1 | $ | 401.9 | |||||||||
Non-GAAP measure: | |||||||||||||||||||||||
Net income (loss) | $ | (363.6 | ) | $ | 28.5 | $ | (210.9 | ) | $ | 175.0 | $ | 9.1 | $ | 401.9 | |||||||||
Income tax (benefit) expense | (94.6 | ) | (2.5 | ) | (82.5 | ) | 32.8 | (32.7 | ) | 81.3 | |||||||||||||
Interest expense | 11.2 | 15.2 | 27.9 | 32.7 | 61.4 | 58.0 | |||||||||||||||||
Other (income) expense, net | (1.3 | ) | (3.2 | ) | (4.0 | ) | (1.6 | ) | (4.4 | ) | (14.0 | ) | |||||||||||
Underwriter commission paid on behalf of selling stockholders | — | 24.9 | — | 24.9 | — | 24.9 | |||||||||||||||||
Impact of changes in fair value on cash-settled stock-based compensation(1) | (0.7 | ) | 15.0 | 4.2 | 20.3 | 18.0 | 52.1 | ||||||||||||||||
COVID-19 related inventory costs and other charges (2) | 174.6 | — | 174.6 | — | 174.6 | — | |||||||||||||||||
Restructuring and restructuring related charges, severance and other, net(3) | 68.5 | 3.7 | 74.1 | 3.8 | 80.1 | 7.9 | |||||||||||||||||
Adjusted EBIT | $ | (205.9 | ) | $ | 81.6 | $ | (16.6 | ) | $ | 287.9 | $ | 306.1 | $ | 612.1 | |||||||||
Adjusted EBIT margin | (41.4 | )% | 6.2 | % | (0.8 | )% | 10.5 | % | |||||||||||||||
Depreciation and amortization(4) | 33.7 | 30.1 | 68.4 | 58.7 | 133.6 | 114.2 | |||||||||||||||||
Adjusted EBITDA | $ | (172.2 | ) | $ | 111.7 | $ | 51.8 | $ | 346.6 | $ | 439.7 | $ | 726.3 | ||||||||||
(1) | Includes the impact of changes in fair value of Class B common stock following the grant date on awards that were granted as cash-settled and subsequently replaced with stock-settled awards concurrent with the IPO. |
(2) | Represents inventory costs and other charges incurred in connection with the COVID-19 pandemic, primarily consisting $49.9 million of incremental inventory reserves, $35.9 million of adverse fabric purchase commitments, $43.0 million and $17.4 million in impairment of operating lease right-of-use assets and property and equipment related, respectively, and $27.6 million of charges related to customer receivables. |
(3) | Other charges included in restructuring and restructuring related charges, severance and other, net include transaction and deal related costs, including IPO-related, initial acquisition and integration costs and amortization of acquired intangible assets. |
(4) | Depreciation and amortization amount net of amortization of acquired intangible assets included in Restructuring and related charges, severance and other, net. |
Three Months Ended | Six Months Ended | ||||||||||||||
May 24, 2020 | May 26, 2019 | May 24, 2020 | May 26, 2019 | ||||||||||||
(Dollars in millions, except per share amounts) | |||||||||||||||
(Unaudited) | |||||||||||||||
Most comparable GAAP measure: | |||||||||||||||
Net income (loss) | $ | (363.6 | ) | $ | 28.5 | $ | (210.9 | ) | $ | 175.0 | |||||
Non-GAAP measure: | |||||||||||||||
Net income (loss) | $ | (363.6 | ) | $ | 28.5 | $ | (210.9 | ) | $ | 175.0 | |||||
Underwriter commission paid on behalf of selling stockholders | — | 24.9 | — | 24.9 | |||||||||||
Impact of changes in fair value on cash-settled stock-based compensation(1) | (0.7 | ) | 15.0 | 4.2 | 20.3 | ||||||||||
COVID-19 related inventory costs and other charges(2) | 174.6 | — | 174.6 | — | |||||||||||
Restructuring and restructuring related charges, severance and other, net(3) | 68.5 | 3.7 | 74.1 | 3.8 | |||||||||||
Tax impact of adjustments | (70.3 | ) | (2.8 | ) | (71.1 | ) | (3.8 | ) | |||||||
Adjusted net income (loss) | $ | (191.5 | ) | $ | 69.3 | $ | (29.1 | ) | $ | 220.2 | |||||
Adjusted net income (loss) margin | (38.5 | )% | 5.3 | % | (1.5 | )% | 8.0 | % | |||||||
Weighted-average common shares outstanding - diluted | 397.5 | 409.3 | 396.8 | 401.4 | |||||||||||
Adjusted diluted earnings (loss) per share | $ | (0.48 | ) | $ | 0.17 | $ | (0.07 | ) | $ | 0.55 | |||||
(1) | Includes the impact of changes in fair value of Class B common stock following the grant date on awards that were granted as cash-settled and subsequently replaced with stock-settled awards concurrent with the IPO. |
(2) | Represents inventory costs and other charges incurred in connection with the COVID-19 pandemic, primarily consisting $49.9 million of incremental inventory reserves, $35.9 million of adverse fabric purchase commitments, $43.0 million and $17.4 million in impairment of operating lease right-of-use assets and property and equipment related, respectively, and $27.6 million of charges related to customer receivables. |
(3) | Other charges included in restructuring and restructuring related charges, severance and other, net include transaction and deal related costs, including IPO-related, initial acquisition and integration costs and amortization of acquired intangible assets. |
May 24, 2020 | November 24, 2019 | ||||||
(Dollars in millions) | |||||||
(Unaudited) | |||||||
Most comparable GAAP measure: | |||||||
Total debt, excluding capital leases | $ | 1,806.9 | $ | 1,014.4 | |||
Non-GAAP measure: | |||||||
Total debt, excluding capital leases | $ | 1,806.9 | $ | 1,014.4 | |||
Cash and cash equivalents | (1,448.2 | ) | (934.2 | ) | |||
Short-term investments in marketable securities | (76.1 | ) | (80.7 | ) | |||
Net debt | $ | 282.6 | $ | (0.5 | ) | ||
May 24, 2020 | May 26, 2019 | ||||||
(Dollars in millions) | |||||||
(Unaudited) | |||||||
Total debt, excluding capital leases | $ | 1,806.9 | $ | 1,022.6 | |||
Last Twelve Months Adjusted EBITDA(1) | $ | 439.7 | $ | 726.3 | |||
Leverage ratio | 4.1 | 1.4 | |||||
(1) | Last Twelve Months Adjusted EBITDA is reconciled from net income (loss) which is the most comparable GAAP measure. Refer to Adjusted EBIT and Adjusted EBITDA table for more information. |
Six Months Ended | |||||||
May 24, 2020 | May 26, 2019 | ||||||
(Dollars in millions) | |||||||
(Unaudited) | |||||||
Most comparable GAAP measure: | |||||||
Net cash provided by operating activities | $ | 41.4 | $ | 161.8 | |||
Non-GAAP measure: | |||||||
Net cash provided by operating activities | $ | 41.4 | $ | 161.8 | |||
Underwriter commission paid on behalf of selling stockholders | — | 24.9 | |||||
Purchases of property, plant and equipment | (75.2 | ) | (77.0 | ) | |||
Proceeds on settlement of forward foreign exchange contracts not designated for hedge accounting | 15.1 | 13.1 | |||||
Repurchase of common stock | (56.2 | ) | (3.1 | ) | |||
Repurchase of shares surrendered for tax withholdings on equity awards | (75.6 | ) | (25.5 | ) | |||
Dividend to stockholders | (63.6 | ) | (55.0 | ) | |||
Adjusted free cash flow | $ | (214.1 | ) | $ | 39.2 | ||
Three Months Ended | Six Months Ended | ||||||||||||||||||||
May 24, 2020 | May 26, 2019 | % Increase (Decrease) | May 24, 2020 | May 26, 2019 | % Increase (Decrease) | ||||||||||||||||
(Dollars in millions) | |||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||
Total revenues | |||||||||||||||||||||
As reported | $ | 497.6 | $ | 1,312.9 | (62.1 | )% | $ | 2,003.7 | $ | 2,747.4 | (27.1 | )% | |||||||||
Impact of foreign currency exchange rates | — | (40.6 | ) | * | — | (51.5 | ) | * | |||||||||||||
Constant-currency net revenues | $ | 497.6 | $ | 1,272.3 | (60.9 | )% | $ | 2,003.7 | $ | 2,695.9 | (25.7 | )% | |||||||||
Americas | |||||||||||||||||||||
As reported | $ | 282.7 | $ | 692.7 | (59.2 | )% | $ | 1,028.3 | $ | 1,410.0 | (27.1 | )% | |||||||||
Impact of foreign currency exchange rates | — | (18.3 | ) | * | — | (16.8 | ) | * | |||||||||||||
Constant-currency net revenues - Americas | $ | 282.7 | $ | 674.4 | (58.1 | )% | $ | 1,028.3 | $ | 1,393.2 | (26.2 | )% | |||||||||
Europe | |||||||||||||||||||||
As reported | $ | 129.1 | $ | 398.3 | (67.6 | )% | $ | 642.0 | $ | 863.0 | (25.6 | )% | |||||||||
Impact of foreign currency exchange rates | — | (13.9 | ) | * | — | (24.3 | ) | * | |||||||||||||
Constant-currency net revenues - Europe | $ | 129.1 | $ | 384.4 | (66.4 | )% | $ | 642.0 | $ | 838.7 | (23.5 | )% | |||||||||
Asia | |||||||||||||||||||||
As reported | $ | 85.8 | $ | 221.9 | (61.3 | )% | $ | 333.4 | $ | 474.4 | (29.7 | )% | |||||||||
Impact of foreign currency exchange rates | — | (8.4 | ) | * | — | (10.4 | ) | * | |||||||||||||
Constant-currency net revenues - Asia | $ | 85.8 | $ | 213.5 | (59.8 | )% | $ | 333.4 | $ | 464.0 | (28.1 | )% | |||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||||||
May 24, 2020 | May 26, 2019 | % Increase (Decrease) | May 24, 2020 | May 26, 2019 | % Increase (Decrease) | ||||||||||||||||
(Dollars in millions) | |||||||||||||||||||||
(Unaudited) | |||||||||||||||||||||
Adjusted EBIT(1) | $ | (205.9 | ) | $ | 81.6 | (352.3 | )% | $ | (16.6 | ) | $ | 287.9 | (105.8 | )% | |||||||
Impact of foreign currency exchange rates | — | (5.9 | ) | * | — | (8.7 | ) | * | |||||||||||||
Constant-currency Adjusted EBIT | $ | (205.9 | ) | $ | 75.7 | (372.0 | )% | $ | (16.6 | ) | $ | 279.2 | (105.9 | )% | |||||||
Constant-currency Adjusted EBIT margin(2) | (41.4 | )% | 5.9 | % | (0.8 | )% | 10.4 | % | |||||||||||||
(1) | Adjusted EBIT is reconciled from net income (loss) which is the most comparable GAAP measure. Refer to Adjusted EBIT and Adjusted EBITDA table for more information. |
Three Months Ended | Six Months Ended | ||||||||||||||||||||
May 24, 2020 | May 26, 2019 | % Increase (Decrease) | May 24, 2020 | May 26, 2019 | % Increase (Decrease) | ||||||||||||||||
(Dollars in millions, except per share amounts) (Unaudited) | |||||||||||||||||||||
Adjusted net income (loss) (1) | $ | (191.5 | ) | $ | 69.3 | (376.3 | )% | $ | (29.1 | ) | $ | 220.2 | (113.2 | )% | |||||||
Impact of foreign currency exchange rates | — | (4.5 | ) | * | — | (7.1 | ) | * | |||||||||||||
Constant-currency Adjusted net income (loss) | $ | (191.5 | ) | $ | 64.8 | (395.5 | )% | $ | (29.1 | ) | $ | 213.1 | (113.7 | )% | |||||||
Constant-currency Adjusted net income (loss) margin(2) | (38.5 | )% | 5.1 | % | (1.5 | )% | 7.9 | % | |||||||||||||
Adjusted diluted earnings (loss) per share | $ | (0.48 | ) | $ | 0.17 | (382.4 | )% | $ | (0.07 | ) | $ | 0.55 | (112.7 | )% | |||||||
Impact of foreign currency exchange rates | — | (0.01 | ) | * | — | (0.02 | ) | * | |||||||||||||
Constant-currency Adjusted diluted earnings (loss) per share | $ | (0.48 | ) | $ | 0.16 | (400.0 | )% | $ | (0.07 | ) | $ | 0.53 | (113.2 | )% | |||||||