MACY'S, INC.

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MACY'S, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations (form 10-Q)

06/07/2022 | 06:02am EDT
For purposes of the following discussion, all references to "first quarter of
2022" and "first quarter of 2021" are to the Company's 13-week fiscal periods
ended April 30, 2022 and May 1, 2021, respectively.

The following discussion should be read in conjunction with the Consolidated
Financial Statements and the related notes included elsewhere in this report, as
well as the financial and other information included in the 2021 10-K. The
following discussion contains forward-looking statements that reflect the
Company's plans, estimates and beliefs. The Company's actual results could
materially differ from those discussed in these forward-looking statements.
Factors that could cause or contribute to those differences include, but are not
limited to, those discussed below and elsewhere in this report (particularly in
"Risk Factors" and in "Forward-Looking Statements") and in the 2021 10-K
(particularly in "Risk Factors" and in "Forward-Looking Statements"). This
discussion includes Non-GAAP financial measures. For information about these
measures, see the disclosure under the caption "Important Information Regarding
Non-GAAP Financial Measures".

Quarterly Overview

The Company delivered solid results in the first quarter of 2022 despite a
challenging operating environment. The profitable first quarter results were
driven by notable shift back to occasion-based apparel, in-store shopping, and
continued strength in sales of luxury goods.

Certain financial highlights are as follows:

• Comparable sales were up 12.8% on an owned basis; and up 12.4% on an owned

plus licensed basis compared to the first quarter of 2021.

• Digital sales increased 2% versus the first quarter of 2021. Digital

      penetration was at 33% of net sales for the first quarter of 2022, a
      4-percentage point decline from the first quarter of 2021.


  • Gross margin was 39.6%, compared to 38.6% in the first quarter of 2021.


   •  Net credit card revenues were $191 million, up $32 million from the first

quarter of 2021.

• Selling, general and administrative ("SG&A") expense was $1.9 billion, up

$131 million from the first quarter of 2021. SG&A expense as a percent of

sales was 35.1%, an improvement of 200 basis points from the first quarter

of 2021.

• Net income was $286 million in the first quarter of 2022, compared $103

million in the first quarter of 2021.

• The first quarter of 2022 had positive earnings before interest, taxes,

depreciation and amortization ("EBITDA") of $676 million compared to EBITDA

of $454 million during the first quarter of 2021. On an adjusted basis,

      EBITDA was $684 million for the first quarter of 2022, compared to $473
      million during the first quarter of 2021.


• Diluted earnings per share and adjusted diluted earnings per share were

$0.98 and $1.08, respectively, during the first quarter of 2022. This

compares to diluted earnings per share and adjusted diluted earnings per

      share of $0.32 and $0.39 for the first quarter of 2021, respectively.


  • Inventory was up 17% from the first quarter of 2021.

• During the first quarter of 2022, the Company took the following actions to

boost its liquidity and financial flexibility as well as return capital to

shareholders:

• On March 8, 2022, the collateral securing the Company's second lien

            notes was automatically released and all of the Company's long-term
            debt is now unsecured.

• Using the proceeds from the issuance of $850 million in new unsecured

            notes along with cash on hand, Macy's Inc. redeemed 

approximately $1.1

            billion of near-term debt that was originally maturing in 2023 and
            2024. The net result


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                                  MACY'S, INC.

            of the issuance and redemptions was an approximately $300 million
            reduction to total long-term debt. As a result, the Company does not
            have any material debt maturities for the next five years.


         •  The Company amended its asset-based credit facility, including
            extending the maturity of the $3 billion facility to March 2027.


         •  The Company repurchased $600 million of shares under its newly
            authorized $2 billion share repurchase program, which does not have an
            expiration date, and paid $45 million in dividends to

shareholders.

During the first quarter of 2022, the Company continued to execute its Polaris strategy and these actions impacted its operating results for the period, notably:

• Win With Fashion and Style: By offering a wide assortment of categories,

products and brands from off-price to luxury, the Company was able to reach

a broad and diverse range of customers during the first quarter. In

merchandise, strengths shifted away from pandemic-driven products such as

casual, activewear, and soft home, and into occasion-based categories, such

as dresses, women's shoes, accessories and men's tailored. This shift

contributed to an increase in store foot-traffic and the Company's balanced

assortment allowed it to meet demand and capture sales. Additionally, during

the first quarter of 2022, the Company launched Own Your Style, a new

multiyear creative brand platform and tagline celebrating individuality and

placing customers at the center of communication and Mission Every One, a

social purpose platform in which Macy's invests in its people, partners,

products and programs to create a more equitable and sustainable future.

Finally, the Company is in the early stages of reinventing its private brand

      portfolio.


• Deliver Clear Value: The Company is leveraging data analytics and pricing

tools to efficiently plan, place and price inventory, including location

level pricing and point-of -sale ("POS") pricing work. The Company's POS

pricing optimization contributed to lower promotional markdowns on regular

priced goods which contributed to higher average unit retail and improved

gross margin performance during the first quarter. Additionally, higher

ticket prices and category mix benefited average unit retail during the

quarter. These collective activities have resulted in higher average unit

retail prices and gross margin performance. In addition, inventory turn for

      the trailing 12 months has improved by 9% over 2021.


• Excel in Digital Shopping: While the Company experienced a deceleration in

the growth of its digital channel during the first quarter, as consumers

shifted back to in-store shopping, the Company continued to improve its

digital offerings through continued website and app updates. Digital

conversion for the quarter was 3.8%. Macy's Media Network, an in-house media

platform that enables business-to-business monetization of advertising

partnerships, generated $26 million of net revenue during the first quarter

of 2022, nearly double that of the first quarter of 2021. In addition, in

November 2021, the Company announced its plan to launch a curated, digital

      marketplace. The Macy's digital marketplace is expected to launch in the
      third quarter of 2022.


• Enhance Store Experience: During the first quarter of 2022, the consumer

shifted shopping channels from digital to stores as consumer comfort levels

grew along with their desire to return to in-store shopping. The Company

continues to invest in physical stores to support its digitally-led

omnichannel business model and build new capabilities to help make the

shopping experience as convenient and compelling as possible. For example,

the Company invested in its customer service experience by enhancing At Your

Service centers. The Company is in the process of adding 37 new Macy's

Backstage locations nationwide as well as 5 to 10 off-mall, smaller format

stores in 2022, a mix of Market by Macy's, Freestanding Backstage, Bloomie's

      and Bloomingdale's the Outlet.


• Modernize Supply Chain: The Company has continued to update its supply chain

infrastructure and network, while leveraging improved data and analytics

capabilities in fulfillment strategies to meet customers' desire for speed

and convenience and improving inventory placement. The Company is navigating

supply chain disruptions by adjusting freight strategies, diversifying ports

and working closely with international carriers and brand partners to

prioritize product. The Company is expanding and relocating distribution

centers to support business growth and serve the growing customer base. This

includes plans to open a modern, new facility in Texas in mid-2023 which

will continue to support stores in the region as well as provide online

fulfillment. In addition, the Company plans to open a new 1.4

million-square-foot fulfillment center in North Carolina in 2024. The

facility will be equipped with new automation technology to increase

capacity and productivity to help drive profitable digital sales growth and

      will employ nearly 2,800 workers when fully operational.


• Enable Transformation: The Company has continued to modernize its technology

foundations to increase agility in reacting to customers and the market

regardless of the channel in which customers interact. These activities are

coupled with others to build out data science and analytics capabilities

with a focus on areas to provide competitive differentiation. The Company

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                                  MACY'S, INC.

      has focused on personalization as an important growth engine and will
      continue to enhance its capabilities to increase engagement across all

segments. As part of the Company's ongoing initiatives to attract and retain

talent, in May 2022, the Company raised its minimum pay rate to $15 per hour

and began providing a debt-free education benefit program through which

U.S.-based, regular, salaried and hourly colleagues are able to pursue a

range of education programs with 100% of tuition, books and fees covered.




From a nameplate perspective, Macy's brand comparable sales were up 10.7% on an
owned basis and up 10.1% on an owned-plus-licensed basis compared to the first
quarter of 2021. Bloomingdale's comparable sales on an owned basis were up 28.1%
and on an owned-plus-licensed basis were up 26.9% compared to the first quarter
of 2021. Bluemercury comparable sales were up 25.2% on an owned and owned-plus
licensed basis compared to the first quarter of 2021.

Results of Operations

                                                   First Quarter of 2022              First Quarter of 2021
                                                                   % to Net                           % to Net
                                                  Amount            Sales            Amount            Sales
                                                       (dollars in millions, except per share figures)
Net sales                                      $      5,348                 

$ 4,706

  Increase in comparable sales                         12.8 %                             62.5 %
Credit card revenues, net                               191              3.6 %             159              3.4 %
Cost of sales                                        (3,231 )          (60.4 )%         (2,889 )          (61.4 )%
Selling, general and administrative expenses         (1,879 )          (35.1 )%         (1,748 )          (37.1 )%
Gains on sale of real estate                             42              0.8 %               6              0.1 %
Impairment, restructuring and other costs                (8 )           (0.1 )%            (19 )           (0.4 )%
Operating income                                        463              8.7 %             216              4.6 %

Diluted earnings per share                     $       0.98                       $       0.32

Supplemental Financial Measures
Gross margin (a)                               $      2,117             39.6 %    $      1,817             38.6 %
Digital sales as a percentage of net sales               33 %                               37 %

Supplemental Non-GAAP Financial Measures
Increase in comparable sales on an
  owned plus licensed basis                            12.4 %                             63.9 %
Adjusted diluted earnings per share            $       1.08                       $       0.39
EBITDA                                         $        676                       $        454
Adjusted EBITDA                                $        684                       $        473


(a) Gross margin is defined as net sales less cost of sales.



See pages 22 to 23 for reconciliations of the supplemental non-GAAP financial
measures to their most comparable GAAP financial measure and for other important
information.

Comparison of the First Quarter of 2022 and the First Quarter of 2021

                                                         First Quarter       First Quarter
                                                            of 2022             of 2021
Net sales                                               $         5,348     $         4,706
Increase in comparable sales                                       12.8 %              62.5 %
Increase in comparable sales on an owned plus
licensed basis                                                     12.4 %              63.9 %
Digital sales as a percent of net sales                              33 %                37 %


Net sales for the first quarter of 2022 improved across all three brands -
Macy's, Bloomingdale's and bluemercury. During the quarter, consumer shopping
behavior shifted more towards occasion-based apparel, with strength in dresses,
women's and men's shoes, accessories, men's tailored and luggage. Categories
such as casual, activewear and soft home, including textiles and housewares,
underperformed the prior year as a result of the shift in consumer behavior.



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                                  MACY'S, INC.


                                                        First Quarter of     First Quarter of
                                                              2022                 2021
Credit card revenues, net                               $            191     $            159
Proprietary credit card sales penetration                           43.1 %               42.0 %


The increase in net credit card revenues was driven by the continuation of the
strong credit health of the credit card portfolio's customers leading to lower
levels of bad debt, higher credit sales and higher spending on the co-brand
credit card.


                            First Quarter of 2022      First Quarter of 2021
Cost of sales               $               (3,231 )   $               (2,889 )
As a percent to net sales                     60.4 %                     61.4 %
Gross margin                $                2,117     $                1,817
As a percent to net sales                     39.6 %                     38.6 %


The increase in the gross margin rate was primarily driven by higher average
unit retail driven by effective POS pricing optimization efforts driving lower
promotions particularly on regular priced merchandise, higher ticket prices and
category mix. Inventory was up 17% year-over-year, impacted by the downshift in
consumer demand from active/casual and soft home categories to accelerated
demand at occasion-based apparel, coupled with the loosening in supply chain
constraints resulting in a higher percentage of receipts than expected.


                            First Quarter of 2022      First Quarter of 2021
SG&A expenses               $               (1,879 )   $               (1,748 )
As a percent to net sales                     35.1 %                     

37.1 %



SG&A expenses increased in the first quarter of 2022 but decreased as a percent
to net sales. The increase in SG&A expense dollars corresponds with higher net
sales as well as the Company lapping a significant number of open positions in
the prior year. However, the improvement in the SG&A expense rate benefited from
expense leverage in conjunction with growing sales driven by disciplined expense
management.


                               First Quarter of 2022       First Quarter of 2021
Gains on sale of real estate   $                   42     $                     6


The first quarter of 2022 asset sale gains mainly consist of gains from the sale
of three properties.


                                                                                   First Quarter of
                                                        First Quarter of 2022            2021
Impairment, restructuring and other costs               $                   (8 )   $             (19 )


Impairment, restructuring and other costs in the first quarter of 2021 primarily related to the write-off of investment assets.


                                                        First Quarter of      First Quarter of
                                                              2022                  2021
Losses on early retirement of debt                      $             (31 )   $             (11 )


In the first quarter of 2022, losses on early retirement of debt were recognized
due to the early payment of $1.1 billion senior notes and debentures. In the
first quarter of 2021, losses on early retirement of debt were recognized due to
the $500 million tender offer.


                        First Quarter of 2022       First Quarter of 2021
Net interest expense   $                   (47 )   $                   (79 )


The decrease in net interest expense, excluding losses on early retirement of
debt, was primarily driven by interest savings associated with the redemption of
the Company's $1.3 billion aggregate principal amount of 8.375% Senior Secured
Notes due 2025 in August 2021.


                                 First Quarter of 2022       First Quarter of 2021
Effective tax rate                                 27.1 %                      26.3 %
Federal income statutory rate                        21 %                   

21 %



The Company's effective tax rate varies from the federal income tax statutory
rate of 21% in both periods, primarily driven by the impact of state and local
taxes and the realization of deferred tax assets associated with the vesting and
cancellation of certain stock-based compensation awards.

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                                  MACY'S, INC.

Liquidity and Capital Resources


The Company's principal sources of liquidity are cash from operations, cash on
hand and the asset-based credit facility described below. Material contractual
obligations arising in the normal course of business primarily consist of
long-term debt and related interest payments, lease obligations, merchandise
purchase obligations, retirement plan benefits, and self-insurance reserves.

Merchandise purchase obligations represent future merchandise payables for inventory purchased from various suppliers through contractual arrangements and are expected to be funded through cash from operations.

Capital Allocation


The Company's capital allocation goals include maintaining a healthy balance
sheet and investment-grade credit metrics, followed by investing in growth
initiatives and returning capital to shareholders through modest yet predictable
dividends and meaningful share repurchases.

The Company ended the first quarter of 2022 with a cash and cash equivalents
balance of $672 million, a decrease from $1,798 million at the end of the first
quarter of 2021. The Company is party to the New ABL Credit Facility with
certain financial institutions providing for a $3 billion asset-based credit
facility.


                                              2022            2021

Net cash provided by operating activities $ 248 $ 494 Net cash used by investing activities

           (194 )          (74 )

Net cash used by financing activities (1,094 ) (300 )

Operating Activities

The decrease in net cash provided by operating activities was driven by the decrease in accounts payable and accrued liabilities due to the timing of payments and a lower net inflow from the increase in merchandise accounts payable and merchandise inventories.

Investing Activities

The Company's first quarter of 2022 capital expenditures were $171 million, mainly driven by investments in its department stores as well as its technology-based initiatives, including those that support the digital business, data science initiatives and the simplification of its technology structure.


Financing Activities

Dividends

The Company paid dividends totaling $45 million in the first quarter of 2022.
The Board of Directors declared regular quarterly dividend of 15.75 cents per
share on the Company's common stock, which was paid on April 1, 2022, to Macy's
shareholders of record at the close of business on March 15, 2022.

On May 20, 2022, the Company's Board of Directors declared a regular quarterly
dividend of 15.75 cents per share on its common stock, payable July 1, 2022, to
shareholders of record at the close of business on June 15, 2022. Subsequent
dividends will be subject to approval of the Board of Directors, which will
depend on market and other conditions.

Stock Repurchases


On February 22, 2022, the Company's announced that its Board of Directors
authorized a new $2.0 billion share repurchase program, which does not have an
expiration date. During the first quarter of 2022, the Company repurchased
approximately 24.0 million shares of its common stock at an average cost of
$24.98 per share. As of April 30, 2022, $1.4 billion of shares remained
available for repurchase. Repurchases may be made from time to time in the open
market or through privately negotiated transactions in accordance with
applicable securities laws, including Rule 10b-18 under the Securities Exchange
Act of 1934, on terms determined by the Company.

Debt Transactions


On March 3, 2022, Macy's Inventory Funding LLC (the "ABL Borrower"), an indirect
subsidiary of the Company, and Macy's Inventory Holdings LLC (the "ABL Parent"),
a direct subsidiary of Macy's and the direct parent of the ABL Borrower, entered
into an amendment (the "Amendment") to the credit agreement governing the
existing $2.941 billion asset-based credit facility (the "Existing ABL Credit
Facility"), which was set to expire in May 2024. The Amendment provides for a
new revolving credit facility of $3.0 billion, including a swingline
sub-facility and a letter of credit sub-facility (the "New ABL Credit
Facility"). The ABL Borrower may

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                                  MACY'S, INC.

request increases in the size of the New ABL Credit Facility up to an additional
aggregate principal amount of $750 million. The New ABL Credit Facility replaces
the Existing ABL Credit Facility, with similar collateral support, but reduced
interest and unused facility fees. The New ABL Credit Facility matures in March
2027.
The New ABL Credit Facility is secured on a first priority basis (subject to
customary exceptions) by (i) all assets of the ABL Borrower including all such
inventory and the proceeds thereof and (ii) the equity of the ABL Borrower. The
ABL Parent guarantees the ABL Borrower's obligations under the New ABL Credit
Facility.
The New ABL Credit Facility contains customary borrowing conditions including a
borrowing base equal to the sum of (i) 90% of the net orderly liquidation
percentage of eligible inventory, minus (ii) customary reserves. Amounts
borrowed under the New ABL Credit Facility are subject to interest at a rate per
annum equal to, at the ABL Borrower's option, either (i) adjusted SOFR
(calculated to include a 0.10% credit adjustment spread) plus a margin of 1.25%
to 1.50% or (ii) a base rate plus a margin of 0.25% to 0.50%, in each case
depending on revolving line utilization. The New ABL Credit Facility also
contains customary covenants that provide for, among other things, limitations
on indebtedness, liens, fundamental changes, restricted payments, cash hoarding,
and prepayment of certain indebtedness as well as customary representations and
warranties and events of default typical for credit facilities of this type.
The New ABL Credit Facility also requires the Company and its restricted
subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00
as of the end of any fiscal quarter if (i) certain events of default have
occurred and are continuing or (ii) Availability plus Suppressed Availability
(each as defined in the New ABL Credit Facility) is less than the greater of (a)
10% of the Loan Cap (as defined in the New ABL Credit Facility) and (b) $250
million, in each case, as of the end of such fiscal quarter.
As of April 30, 2022, the Company had $65 million of standby letters of credit
outstanding under the ABL Credit Facility, which reduced the available borrowing
capacity to $2,935 million. The Company had no outstanding borrowings under the
ABL Credit Facility as of April 30, 2022 and May 1, 2021.

On March 8, 2022, Macy's Retail Holdings, LLC ("MRH"), a direct, wholly owned
subsidiary of Macy's, Inc., completed a tender offer and purchased approximately
$8 million in aggregate principal amount of certain senior secured debentures
(collectively, the "Second Lien Notes"). The purchased Second Lien Notes
included $2 million of 6.65% Senior Secured Debentures due 2024, $1 million of
6.7% Senior Secured Debentures due 2028, $10,000 of 7.875% Senior Secured
Debentures due 2030, $4 million of 6.9% Senior Secured Debentures due 2032, and
$2 million of 6.7% Senior Secured Debentures due 2034. The total cash cost for
the tender offer was approximately $8 million. Pursuant to the indenture
governing the Second Lien Notes, the liens upon the collateral securing the
Second Lien Notes that remained outstanding after the tender offer were
automatically released on March 8, 2022. As of such date, such collateral no
longer secures such Second Lien Notes or any obligations under the indenture
with respect to such Second Lien Notes, and the right of the holders of the
Second Lien Notes and such obligations to the benefits and proceeds of any such
liens on the collateral terminated and were discharged automatically and
unconditionally with respect to such Second Lien Notes.

On March 10, 2022, MRH issued $850 million in aggregate principal amount of
senior notes in two separate tranches, one representing $425 million in
aggregate principal amount of 5.875% senior notes due March 15, 2030 (the "2030
Notes") and the other representing $425 million in aggregate principal amount
of 6.125% senior notes due March 15, 2032 (the "2032 Notes"), in a private
offering. Each of the 2030 Notes and 2032 Notes are senior unsecured obligations
of MRH and are unconditionally guaranteed on an unsecured basis by Macy's, Inc.
Proceeds from the issuance, together with cash on hand, were used to redeem
certain of MRH's outstanding senior notes and pay fees and expenses therewith
and in connection with the offering. The Company recognized $31 million of
losses related to the early retirement of debt on the Consolidated Statements of
Income during the first quarter of 2022.

Contractual Obligations


As of April 30, 2022, other than the financing transactions discussed above and
in Note 4 to the accompanying Consolidated Financial Statements, there were no
material changes to our contractual obligations and commitments outside the
ordinary course of business since January 29, 2022, as reported in the Company's
2021 Form 10-K.

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                                  MACY'S, INC.

Guarantor Summarized Financial Information


The Company had $3,007 million and $2,935 million aggregate principal amount of
senior unsecured notes and senior unsecured debentures (collectively the
"Unsecured Notes") outstanding as of April 30, 2022 and January 29, 2022,
respectively, with maturities ranging from 2023 to 2043. The Unsecured Notes
constitute debt obligations of MRH ("Subsidiary Issuer"), a 100%-owned
subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer,"
the "Obligor Group"), and are fully and unconditionally guaranteed on a senior
unsecured basis by Parent. The Unsecured Notes rank equally in right of payment
with all of the Company's existing and future senior unsecured obligations,
senior to any of the Company's future subordinated indebtedness, and are
structurally subordinated to all existing and future obligations of each of the
Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the
Company's secured indebtedness, including the Notes and any borrowings under the
ABL Credit Facility, will have a priority claim on the assets that secure such
secured indebtedness; therefore, the Unsecured Notes and the related guarantee
are effectively subordinated to all of the Subsidiary Issuer's and Parent and
their subsidiaries' existing and future secured indebtedness to the extent of
the value of the collateral securing such indebtedness.

The following tables include combined financial information of the Obligor
Group. Investments in subsidiaries of $8,263 million and $7,975 million as of
April 30, 2022 and January 29, 2022, respectively, have been excluded from the
Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of
$504 million for the 13-weeks ended April 30, 2022 have been excluded from the
Summarized Statement of Operations. The combined financial information of the
Obligor Group is presented on a combined basis with intercompany balances and
transactions within the Obligor Group eliminated.

© Edgar Online, source Glimpses

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