MACY'S, INC. For purposes of the following discussion, all references to "second quarter of 2022" and "second quarter of 2021" are to the Company's 13-week fiscal periods endedJuly 30, 2022 andJuly 31, 2021 , respectively. References to "2022" and "2021" are to the Company's 26-week fiscal periods endedJuly 30, 2022 andJuly 31, 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
Certain financial highlights are as follows:
• Comparable sales decreased 1.5% on an owned basis; and decreased 1.6% on an
owned plus licensed basis compared to the second quarter of 2021.
• Digital sales decreased 5.4% versus the second quarter of 2021. Digital
penetration was 30.2% of net sales for the second quarter of 2022, a
2-percentage point decline from the second quarter of 2021.
• Gross margin was 38.9%, compared to 40.6% in the second quarter of 2021.
• Net credit card revenues were $204 million , up $7 million from the secondquarter of 2021.
• Selling, general and administrative ("SG&A") expense was
sales was 35.4%, a deterioration of 180 basis points from the second quarter
of 2021.
• Net income was
million in the second quarter of 2021.
• The second quarter of 2022 had positive earnings before interest, taxes,
depreciation and amortization ("EBITDA") of
of
EBITDA was $616 million for the second quarter of 2022, compared to $836
million during the second quarter of 2021.
• Diluted earnings per share and adjusted diluted earnings per share were
$0.99 and $1.00 , respectively, during the second quarter of 2022. This
compares to diluted earnings per share and adjusted diluted earnings per
share of
• Inventory was up 7.3% from the second quarter of 2021.
During the second 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 continued to reach
a broad and diverse range of customers during the second quarter.
Merchandise strengths shifted into occasion-based categories, such as
beauty, dresses, women's shoes, luggage, fragrances and men's tailored.
These categories were also tied to
indicates the Company's position as a gifting destination and style source
for major celebrations. Additionally, the Company saw encouraging results
from its new brand platform launched in the first quarter of 2022, Own Your
Style. The Company also refreshed Icons of Style with new designers and
lines through partnerships with diverse designers and its social purpose
platform launched in the first quarter of 2022, Mission Every One. The
Company is in the early stages of reinventing its private brand portfolio to
be differentiated.
• Deliver Clear Value: The Company is leveraging data analytics and pricing
tools to efficiently plan, place and price inventory, including location
level pricing, competitive pricing and point-of -sale ("POS") pricing work.
Due to competitive pricing, the Company increased its markdowns during the
second quarter of 2022, particularly in pandemic-related
15
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MACY'S, INC. categories, seasonal goods, and private brand merchandise; however, this was
offset by a higher average unit retail primarily driven by higher ticket
prices and favorable category mix. In addition, inventory turn for the
trailing 12 months remained relatively consistent with 2021.
• Excel in Digital Shopping: While the Company experienced a deceleration in
the growth of its digital channel during the second quarter, as consumers
shifted back to in-store shopping, the Company continued to improve its
digital offerings through continued website and app updates. Active app
customers increased 16.5% from the second quarter of 2021 due to app
improvements, like bag and checkout process made to better connect the
Company's omnichannel ecosystem through the app.
in-house media platform that enables business-to-business monetization of
advertising partnerships, continued to grow year-over-year across revenue,
advertiser and campaign count. In addition, in
announced its plan to launch a curated, digital marketplace. The
digital marketplace is expected to launch in the third quarter of 2022.
• Enhance Store Experience: In the second quarter of 2022, consumers continued
to shift shopping channels from digital to stores as comfort levels grew
along with desires 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
convenient and compelling. For example, the Company is advancing its
off-mall, smaller format stores in 2022 by continuing to open additional
locations. Also,
celebration that will run through the holiday season and feature in-store
events, social and digital activations, and luxury designer collaborations.
Finally, the Company announced that by October 15, 2022 , the Toys "R" Us
partnership is expected to expand to every Macy's location.
• 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 efforts made to date
resulted in receipts flowing earlier than the Company anticipated in the
second quarter of 2022. 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
expected to continue to support stores in the region. In addition, the
Company plans to open a new fulfillment center in
The facility will be equipped with new automation technology to increase
capacity and productivity to help drive profitable digital sales growth and
is expected to 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. As a result,
the Company is expected to launch Marketplace in the third quarter of 2022,
which includes a wide range of categories such as pets, home, kids, baby and
maternity, beauty and health, toys and electronics.
From a nameplate perspective,Macy's brand comparable sales decreased 2.9% on an owned basis and 2.8% on an owned-plus-licensed basis compared to the second quarter of 2021.Bloomingdale's comparable sales on an owned basis were up 8.8% and on an owned-plus-licensed basis were up 5.8% compared to the second quarter of 2021.Bluemercury comparable sales were up 7.6% on an owned and owned-plus licensed basis compared to the second quarter of 2021. 16 --------------------------------------------------------------------------------MACY'S , INC. Results of Operations Second Quarter of 2022 Second Quarter of 2021 % to Net % to Net Amount Sales Amount Sales (dollars in millions, except per share figures) Net sales$ 5,600
Increase (decrease) in comparable sales (1.5 )% 61.2 % Credit card revenues, net 204 3.6 % 197 3.5 % Cost of sales (3,422 ) (61.1 )% (3,353 ) (59.4 )% Selling, general and administrative expenses (1,981 ) (35.4 )% (1,898 ) (33.6 )% Gains on sale of real estate - - 6 0.1 % Impairment, restructuring and other costs (2 ) - (2 ) 0.0 % Operating income 399 7.1 % 597 10.6 % Diluted earnings per share$ 0.99 $ 1.08 Supplemental Financial Measure Gross margin (a)$ 2,178 38.9 %$ 2,294 40.6 % Digital sales as a percentage of net sales 30 % 32 % Supplemental Non-GAAP Financial Measure Increase (decrease) in comparable sales on an owned plus licensed basis (1.6 )% 62.2 % Adjusted diluted earnings per share$ 1.00 $ 1.29 EBITDA$ 614 $ 753 Adjusted EBITDA$ 616 $ 836
(a) Gross margin is defined as net sales less cost of sales.
See pages 24 to 26 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.
Comparison of the Second Quarter of 2022 and the Second Quarter of 2021
Second Quarter of Second Quarter of
2022 2021
Net sales $ 5,600 $ 5,647
Increase (decrease) in comparable sales (1.5 )% 61.2 %
Increase (decrease) in comparable sales on an
owned plus licensed basis (1.6 )% 62.2 %
Digital sales as a percent of net sales 30 % 32 %
Net sales for the second quarter of 2022 decreased for Macy's but improved for
Bloomingdale's and bluemercury. During the quarter, consumer shopping behavior
continued to shift more towards occasion-based apparel, with strength in
dresses, women's and men's shoes, men's tailored, luggage and fragrances.
Pandemic-driven categories such as casual, activewear, sleepwear and soft home,
underperformed the prior year and digital sales decreased 5% compared to the
second quarter of 2021 as a result of the shift in consumer behavior.
Second Quarter of Second Quarter of
2022 2021
Credit card revenues, net $ 204 $ 197
Proprietary credit card sales penetration 43.1 % 41.4 %
The increase in net credit card revenues was driven by similar factors to the
first quarter of 2022: 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.
17
--------------------------------------------------------------------------------MACY'S , INC. Second Quarter of 2022 Second Quarter of 2021 Cost of sales $ (3,422 ) $ (3,353 ) As a percent to net sales 61.1 % 59.4 % Gross margin $ 2,178 $ 2,294 As a percent to net sales 38.9 % 40.6 % The decrease in the gross margin rate was primarily driven by an increase in clearance markdowns in pandemic-related categories and seasonal merchandise and an increase in promotional markdowns as a result of the increasingly competitive pricing environment. This was partially offset by higher average unit retail driven by higher ticket prices and favorable category mix particularly within occasion-based categories. Inventory was up 7% year-over-year, impacted by the downshift in consumer demand from active/casual and soft home categories to accelerated demand for occasion-based apparel, coupled with the loosening in supply chain constraints resulting in a higher percentage of receipts than expected. Second Quarter of 2022 Second Quarter of 2021 SG&A expenses $ (1,981 ) $ (1,898 ) As a percent to net sales 35.4 % 33.6 % SG&A expenses increased in 2022 both in dollars and as a percent to net sales. The increase in SG&A expense dollars and as a percent to net sales corresponds with the Company lapping a significant number of open positions in the prior year as well as the increase in the Company's minimum wage to$15 /hour beginningMay 1, 2022 . Second Quarter of 2022 Second Quarter of 2021 Net interest expense $ (42 ) $ (80 ) 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$1.3 billion aggregate principal amount of 8.375% Senior Secured Notes due 2025 inAugust 2021 , as well as the financing activities completed in the first quarter of 2022. Second Quarter of 2022 Second Quarter of 2021 Effective tax rate 24.4 % 23.3 % Federal income statutory rate 21 %
21 %
The Company's effective tax rate varies from the federal income tax statutory
rate of 21% in both periods, primarily driven by the impact of state and local
taxes.
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MACY'S , INC. 2022 2021 % to Net % to Net Amount Sales Amount Sales (dollars in millions, except per share figures) Net sales$ 10,948
Increase in comparable sales 5.1 % 61.8 % Credit card revenues, net 395 3.6 % 356 3.4 % Cost of sales (6,652 ) (60.8 )% (6,242 ) (60.3 )% Selling, general and administrative expenses (3,861 ) (35.3 )% (3,646 ) (35.2 )% Gains on sale of real estate 42 0.4 % 12 0.1 % Impairment, restructuring and other costs (10 ) (0.1 )% (21 ) (0.2 )% Operating income 862 7.9 % 812 7.8 % Diluted earnings per share$ 1.97 $ 1.41 Supplemental Financial Measures Gross margin (a)$ 4,296 39.2 %$ 4,111 39.7 % Digital sales as a percentage of net sales 32 % 34 % Supplemental Non-GAAP Financial Measures Increase in comparable sales on an owned plus licensed basis 4.9 % 63.0 % Adjusted diluted earnings per share$ 2.08 $ 1.68 EBITDA$ 1,289 $ 1,207 Adjusted EBITDA$ 1,299 $ 1,309
(b) Gross margin is defined as net sales less cost of sales.
See pages 24 to 26 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.
Comparison of the 26 Weeks Ended
2022 2021
Net sales $ 10,948 $ 10,353
Increase in comparable sales 5.1 % 61.8 %
Increase in comparable sales on an owned plus licensed basis 4.9 % 63.0 %
Digital sales as a percent of net sales 32 % 34 %
Net sales for the second half of 2022 decreased forMacy's but improved forBloomingdale's and bluemercury. During the first half of the year, consumer shopping behavior continued to shift more towards occasion-based apparel, with strength in dresses, women's and men's shoes, men's tailored, luggage and fragrances. Pandemic-driven categories such as casual, activewear, sleepwear and soft home, underperformed the prior year and digital sales decreased 2% compared to the second half of 2021 as a result of the shift in consumer behavior. 2022 2021 Credit card revenues, net$ 395 $ 356
Proprietary credit card sales penetration 43.1 % 41.7 %
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.
2022 2021
Cost of sales $ (6,652 ) $ (6,242 ) As a percent to net sales 60.8 % 60.3 % Gross margin
$ 4,296 $ 4,111
As a percent to net sales 39.2 % 39.7 %
19
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MACY'S , INC.
The decrease in the gross margin rate was primarily driven by an increase in
clearance markdowns in pandemic-related categories and seasonal merchandise and
an increase in promotional markdowns as a result of the increasingly competitive
pricing environment. This was partially offset by higher average unit retail
driven by higher ticket prices and favorable category mix particularly within
occasion-based categories. Inventory was up 7% year-over-year, impacted by the
downshift in consumer demand from active/casual and soft home categories to
accelerated demand for occasion-based apparel, coupled with the loosening in
supply chain constraints resulting in a higher percentage of receipts than
expected.
2022 2021
SG&A expenses $ (3,861 ) $ (3,646 ) As a percent to net sales 35.3 % 35.2 %
SG&A expenses increased in 2022 but the rate as a percent to net sales remained flat. The increase in SG&A expense dollars corresponds with higher net sales as well as the Company's investments in its colleagues, lapping a significant number of open positions in the prior year and increasing the Company's minimum wage to$15 /hour startingMay 1, 2022 . 2022 2021
Gains on sale of real estate
The 2022 asset sale gains mainly consisted of gains from the sale of three properties.
2022 2021
Impairment, restructuring and other costs
Impairment, restructuring and other costs in 2022 and 2021 primarily related to
the write-off of investment assets and the write-off of capitalized software
assets, respectively.
2022 2021
Losses on early retirement of debt
In 2022, losses on early retirement of debt were recognized due to the early payment of$1.1 billion senior notes and debentures. In 2021, losses on early retirement of debt were recognized due to the$500 million tender offer. 2022 2021 Net interest expense$ (89 ) $ (159 ) 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 inAugust 2021 , as well as the financing activities completed in the first quarter of 2022. 2022 2021 Effective tax rate 25.8 % 24.1 %
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.
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
20
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MACY'S, INC.
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 second quarter of 2022 with a cash and cash equivalents
balance of $300 million , a decrease from $2,137 million at the end of the second
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
(515 ) (144 )
Net cash used by financing activities (1,200 ) (360 )
Operating Activities
The decrease in net cash provided by operating activities was primarily driven by the decrease in accounts payable and accrued liabilities due to a reduction in the Company's gift card reserve and timing of bonus and other payments, and a lower net inflow from the increase in merchandise accounts payable due to timing of inventory receipts and payments.
Investing Activities
The Company's 2022 capital expenditures were$582 million compared to$230 million through the second quarter of 2021. The increase is mainly driven by investments in its stores and distribution centers 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$87 million in 2022. The Board of Directors declared regular quarterly dividends of15.75 cents per share on the Company's common stock, which was paid onApril 1, 2022 andJuly 1, 2022 , toMacy's shareholders of record at the close of business onMarch 15, 2022 andJune 15, 2022 , respectively.
On
Stock Repurchases
OnFebruary 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 2022, the Company repurchased approximately 24.0 million shares of its common stock at an average cost of$24.98 per share. As ofJuly 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 OnMarch 3, 2022 ,Macy's Inventory Funding LLC (the "ABL Borrower"), an indirect subsidiary of the Company, andMacy's Inventory Holdings LLC (the "ABL Parent"), a direct subsidiary ofMacy'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 inMay 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 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 inMarch 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 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. 21 --------------------------------------------------------------------------------MACY'S, INC. 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 ofJuly 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 ofJuly 30, 2022 andJuly 31, 2021 . OnMarch 8, 2022 ,Macy's Retail Holdings, LLC ("MRH"), a direct, wholly owned subsidiary ofMacy'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 onMarch 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. OnMarch 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 dueMarch 15, 2030 (the "2030 Notes") and the other representing$425 million in aggregate principal amount of 6.125% senior notes dueMarch 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 byMacy'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 ofJuly 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 sinceJanuary 29, 2022 , as reported in the Company's 2021 Form 10-K. 22 --------------------------------------------------------------------------------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 ofJuly 30, 2022 andJanuary 29, 2022 , respectively, with maturities ranging from 2023 to 2043. The Unsecured Notes constitute debt obligations of MRH ("Subsidiary Issuer"), a 100%-owned subsidiary ofMacy'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 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 theObligor Group . Investments in subsidiaries of$8,653 million and$7,975 million as ofJuly 30, 2022 andJanuary 29, 2022 , respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of$574 million and$1,081 million for the 13 and 26 weeks endedJuly 30, 2022 , respectively, have been excluded from the Summarized Statement of Operations. The combined financial information of theObligor Group is presented on a combined basis with intercompany balances and transactions within theObligor Group eliminated.
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