THE TJX COMPANIES The Thirteen Weeks (second quarter) and Twenty-Six Weeks (six months) Ended
July 31, 2021 Compared to
The Thirteen Weeks (second quarter) and Twenty-Six Weeks (six months) Ended
August 1, 2020
OVERVIEW
We are the leading off-price apparel and home fashions retailer in theU.S. and worldwide. Our mission is to deliver great value to our customers every day. We do this by selling a rapidly changing assortment of apparel, home fashions and other merchandise at prices generally 20% to 60% below full-price retailers' (including department, specialty, and major online retailers) regular prices on comparable merchandise, every day through our stores and four distinctive branded e-commerce sites. We operate over 4,600 stores through our four main segments: in theU.S. , Marmaxx (which operates T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) andHomeGoods (which operatesHomeGoods and Homesense); TJXCanada (which operates Winners, HomeSense and Marshalls inCanada ); andTJX International (which operatesT.K. Maxx , Homesense and tkmaxx.com inEurope , andT.K. Maxx inAustralia ). In addition to our four main segments, Sierra operates sierra.com and retail stores in theU.S. The results of Sierra are included in the Marmaxx segment. RESULTS OF OPERATIONS The novel coronavirus disease ("COVID-19") continues to impact our financial results. During the second quarter of fiscal 2022, our stores inthe United States remained open for the entire quarter. However, we had temporary store closures inEurope ,Canada andAustralia during the second quarter of fiscal 2022, and in the beginning of the third quarter of fiscal 2022 continued to have temporary store closures inAustralia , as discussed below. Stores were temporarily closed for approximately 3% of the second quarter and 8% of the first six months of fiscal 2022, due to temporary closures inEurope ,Canada andAustralia , as compared to stores across all geographies being closed for approximately 31% of the second quarter and 41% of the first six months of fiscal 2021. Overall, our second quarter and first six months results for fiscal 2022 were significantly better than our results for the second quarter and first six months of fiscal 2021. In addition to comparing current year results to fiscal 2021, we may, where meaningful, also compare these results to a comparable period in the fiscal year endedFebruary 1, 2020 ("fiscal 2020"), prior to the emergence of the pandemic. Although we are not fully past the negative impacts of the pandemic, we feel this additional comparison provides insight into how we are managing the business and performing as compared to pre-pandemic results. Overview of our financial performance for the quarter endedJuly 31, 2021 includes the following: -Net sales were$12.1 billion ,$6.7 billion and$9.8 billion for the second quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. As ofJuly 31, 2021 , the number of stores in operation (including stores that had been or continue to be temporarily closed due to COVID-19) increased 2% and selling square footage increased 2% compared to the end of the fiscal 2021 second quarter. -Diluted earnings (loss) per share were$0.64 ,$(0.18) and$0.62 for the second quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. -Stores were temporarily closed for approximately 3% and 31% of the second quarter of fiscal 2022 and fiscal 2021, respectively. -Pre-tax margin (the ratio of pre-tax income (loss) to net sales) was 8.7%, (1.4)% and 10.4% for the second quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. -During the second quarter of fiscal 2022, we completed make-whole calls for$2 billion of our debt that was due to mature in 2025 and 2027 and recorded a pre-tax loss on the early extinguishment of these notes of$242 million . This reduced fiscal 2022 pre-tax margin by 2.0 percentage points and reduced earnings per share by$0.15 per share. -Our cost of sales, including buying and occupancy costs, ratio was 70.6%, 77.6% and 71.8% for the second quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. -Our selling, general and administrative ("SG&A") expense ratio was 18.4%, 22.9% and 17.7% for the second quarter of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. 22 -------------------------------------------------------------------------------- -Consolidated merchandise inventories as of the end of the second quarter of fiscal 2022 increased 36% compared to the second quarter of fiscal 2021 and was essentially flat compared to the second quarter of fiscal 2020. On a constant currency basis, consolidated merchandise inventories as of the end of the second quarter of fiscal 2022 increased 33% compared to the second quarter of fiscal 2021 and decreased 3% compared to the second quarter of fiscal 2020. -During the second quarter of fiscal 2022, we returned$614 million to our shareholders through share repurchases and dividends. Operating Results as a Percentage ofNet Sales The following table sets forth certain information about our operating results as a percentage of net sales for the following periods: Thirteen Weeks Ended Twenty-Six Weeks Ended July 31, August 1, August 3, July 31, August 1, August 3, 2021 2020 2019 2021 2020 2019 Net sales 100.0 % 100.0
% 100.0 % 100.0 % 100.0 % 100.0 % Cost of sales, including buying and occupancy costs
70.6 77.6 71.8 71.2 86.6 71.7
Selling, general and administrative expenses 18.4 22.9 17.7 19.4 25.7 18.0
Loss on early extinguishment of debt 2.0 - - 1.1 - -
Interest expense, net 0.2 0.9 - 0.3 0.7 -
Income (loss) before provision for income
taxes* 8.7 % (1.4) % 10.4 % 8.0 % (13.0) % 10.3 %
*Figures may not foot due to rounding.
Recent Events and Trends
COVID-19
COVID-19 was identified in December 2019 before spreading worldwide and being
declared a pandemic by the World Health Organization in March 2020 . In response
to the COVID-19 pandemic, we temporarily closed all of our stores, online
businesses, distribution centers and offices in March 2020 , with Associates
working remotely where possible. When we began to reopen stores and distribution
centers in May 2020 , we implemented new health and safety practices, including
practices related to personal protective equipment, enhanced cleaning and social
distancing protocols (which included occupancy limits and reducing in-store
inventory levels). In response to the pandemic, primarily during the first
quarter of fiscal 2021, we took several steps to strengthen our financial
position and balance sheet and to maintain financial liquidity and flexibility.
In response to increasing cases of COVID-19 and due to government mandates,
hundreds of stores located in Canada , Australia and Europe had additional
temporary closures during fiscal 2022, and many additional stores, while open,
were operating with stringent COVID-19-related occupancy restrictions,
negatively impacting our results during the second quarter and first six months
of fiscal 2022.
The below table represents total store days closed due to the COVID-19 pandemic
as a percentage of potential total store days open in the second quarter and
first six months of fiscal 2022 and fiscal 2021 by segment.
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 31, August 1, July 31, August 1,
2021 2020 2021 2020
Marmaxx - % 31 % - % 40 %
HomeGoods - % 31 % - % 40 %
TJX Canada 22 % 29 % 24 % 41 %
TJX International 3 % 35 % 37 % 42 %
TJX Consolidated 3 % 31 % 8 % 41 %
As of August 20, 2021 , we had approximately 40 stores located in Australia that
were temporarily closed due to government mandates in response to the COVID-19
pandemic. All of our e-commerce businesses remained open throughout the first
six months of fiscal 2022. We continue to monitor developments, including
government requirements and recommendations at the national, state, and local
level that could result in possible additional impacts to our operations.
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Impact of Brexit
On December 24, 2020 the U.K. and EU agreed upon the terms of their future
trading relationship. As expected, the movement of goods between the U.K. and EU
is subject to additional regulatory and compliance requirements, which has had,
and is expected to continue to have, a negative impact on our ability to
efficiently move merchandise in the region. We have realigned our European
division's supply chain to reduce the volume of merchandise flowing between the
U.K. and the EU and have established resources and systems to support this plan.
The new trade deal provides for zero customs duties and zero quotas on trade
between the U.K. and the EU in goods that are produced in each of the U.K. and
the EU. However, a portion of the merchandise we source in the U.K. and the EU
is produced somewhere else in the world, and therefore is subject to additional
customs duty costs under the new trade deal. These additional customs duties and
the related operational costs have started to impact the profitability of our
European division, and may continue to do so, at least in the short term.
New immigration requirements between the U.K. and EU countries may also have a
negative impact on our ability to recruit and retain current and future talent
in the region. We continue to communicate with our Associates about the new
immigration requirements.
In addition to these operational impacts, factors including changes in
legislation, consumer confidence and behavior, economic conditions, interest
rates and foreign currency exchange rates could result in a significant
financial impact to our European operations, particularly in the short term.
These impacts may not be known until we are fully operational after the COVID-19
restrictions are lifted, as the COVID-19 pandemic has led to modifications of
our operations in fiscal 2021 and continuing into fiscal 2022.
Net Sales
Net sales totaled $12.1 billion , $6.7 billion and $9.8 billion for the second
quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net sales
from our e-commerce businesses combined amounted to less than 3% of total sales
for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020.
Net sales totaled $22.2 billion , $11.1 billion and $19.1 billion for the first
six months of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net sales
from our e-commerce businesses combined amounted to less than 3% of total sales
for the first six months of fiscal 2022, fiscal 2021 and fiscal 2020.
As a result of the extensive temporary store closures during fiscal 2021 due to
the COVID-19 pandemic and our policy relating to the treatment of extended
temporary store closures when calculating comp store sales, we had no stores
classified as comp stores at the end of the second quarters of fiscal 2022 and
fiscal 2021. Our historical definition of comp store sales is presented below
for reference.
Open-Only Comp Store Sales
In order to provide a performance indicator for our stores as they reopened,
since the second quarter of fiscal 2021, we have been temporarily reporting a
new sales measure, open-only comp store sales. Open-only comp store sales
includes stores initially classified as comp stores at the beginning of fiscal
2021 that had to temporarily close due to the COVID-19 pandemic. For the second
quarter and first half of fiscal 2022, this measure reports the sales increase
or decrease of these stores for the days the stores were open in the current
period against sales for the same days in fiscal 2020, prior to the pandemic.
Open-only comp store sales of our foreign segments are calculated by translating
the current year using the second quarter and the first half of fiscal 2020's
exchange rates.
We define customer traffic to be the number of transactions in stores and
average ticket to be the average retail price of the units sold. We define
average transaction or average basket to be the average dollar value of
transactions.
Fiscal 2022 vs Fiscal 2021
Net sales increased 81% in the second quarter of fiscal 2022 compared to the
second quarter of fiscal 2021. Net sales increased 100% for the first six months
of fiscal 2022 compared to the first six months of fiscal 2021. The increases
for these periods are primarily due to the temporary closures of all stores and
online businesses during portions of the second quarter and first six months of
fiscal 2021 as a result of the COVID-19 pandemic. Stores were closed for
approximately 3% of the second quarter and 8% of the first six months of fiscal
2022, due to temporary closures in Europe , Canada and Australia , as compared to
stores across all geographies being temporarily closed for approximately 31% of
the second quarter and 41% of the first six months of fiscal 2021.
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Fiscal 2022 vs Fiscal 2020
Net sales increased 23% and open-only comp store sales were up 20% for the
second quarter of fiscal 2022 compared to the second quarter of fiscal 2020. Net
sales increased 16% and open-only comp store sales were up 18% for the first six
months fiscal 2022 compared to the first six months of fiscal 2020. These
reflect an increase in average basket across all divisions, partially offset by
a reduction in customer traffic for both periods. Customer traffic was up in the
U.S. , where stores were open for the entire second quarter and the first six
months of fiscal 2022, and was down in geographies where we had temporary store
closures or stores operating under COVID-19-related occupancy restrictions.
While our open-only comp store sales in home fashions continued to exceed those
of apparel, we had strong improvement in our open-only comp store sales in
apparel during the quarter and first six months of fiscal 2022.
Historical Definition of Comp Store Sales
We are temporarily reporting a new sales measure, open-only comp store sales, as
described above. The following reflects the way that we have historically
classified and reported comp sales results.
Historically, we defined comparable store sales, or comp sales, to be sales of
stores that have been in operation for all or a portion of two consecutive
fiscal years, or in other words, stores that are starting their third fiscal
year of operation. We calculated comp sales on a 52-week basis by comparing the
current and prior year weekly periods that are most closely aligned. Relocated
stores and stores that have changed in size are generally classified in the same
way as the original store, and we believe that the impact of these stores on the
consolidated comp percentage is immaterial.
Sales excluded from comp sales ("non-comp sales") consist of sales from:
-New stores - stores that have not yet met the comp sales criteria, which
represents a substantial majority of non-comp sales
-Stores that are closed permanently or for an extended period of time
-Sales from our e-commerce sites, meaning sierra.com, tjmaxx.com, marshalls.com
and tkmaxx.com
We determine which stores are included in the comp sales calculation at the
beginning of a fiscal year and the classification remains constant throughout
that year unless a store is closed permanently or for an extended period during
that fiscal year. Beginning in fiscal 2020, Sierra stores that fit the comp
store definition were included in comp stores in our Marmaxx segment.
Comp sales of our foreign segments are calculated by translating the current
year's comp sales using the prior year's exchange rates. This removes the effect
of changes in currency exchange rates, which we believe is a more accurate
measure of segment operating performance.
Comp sales may be referred to as "same store" sales by other retail companies.
The method for calculating comp sales varies across the retail industry,
therefore our measure of comp sales may not be comparable to that of other
retail companies.
Impact of Foreign Currency Exchange Rates
Our operating results are affected by foreign currency exchange rates as a
result of changes in the value of the U.S. dollar or a division's local currency
in relation to other currencies. We specifically refer to "foreign currency" as
the impact of translational foreign currency exchange and mark-to-market of
inventory derivatives, as described in detail below. This does not include the
impact foreign currency exchange rates can have on various transactions that are
denominated in a currency other than an operating division's local currency
referred to as "transactional foreign exchange," also described below.
Translation Foreign Exchange
In our financial statements, we translate the operations of TJX Canada and TJX
International from local currencies into U.S. dollars using currency rates in
effect at different points in time. Significant changes in foreign exchange
rates between comparable prior periods can result in meaningful variations in
net sales, net income (loss) and earnings (loss) per share growth as well as the
net sales and operating results of these segments. Currency translation
generally does not affect operating margins, or affects them only slightly, as
sales and expenses of the foreign operations are translated at approximately the
same rates within a given period.
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Mark-to-Market Inventory Derivatives
We routinely enter into inventory-related hedging instruments to mitigate the
impact on earnings of changes in foreign currency exchange rates on merchandise
purchases denominated in currencies other than the local currencies of our
divisions, principally TJX Canada and TJX International . As we have not elected
"hedge accounting" for these instruments, as defined by U.S. generally accepted
accounting principles ("GAAP"), we record a mark-to-market gain or loss on the
derivative instruments in our results of operations at the end of each reporting
period. In subsequent periods, the income (loss) statement impact of the
mark-to-market adjustment is effectively offset when the inventory being hedged
is received and paid for. While these effects occur every reporting period, they
are of much greater magnitude when there are sudden and significant changes in
currency exchange rates during a short period of time. The mark-to-market
adjustment on these derivatives does not affect net sales, but it does affect
the cost of sales, operating margins and earnings we report.
Transactional Foreign Exchange
When discussing the impact on our results of the effect of foreign currency
exchange rates on certain transactions, we refer to it as "transactional foreign
exchange". This primarily includes the impact that foreign currency exchange
rates may have on the year-over-year comparison of merchandise margin as well as
"foreign currency gains and losses" on transactions that are denominated in a
currency other than the operating division's local currency. These two items can
impact segment margin comparison of our foreign divisions and we have
highlighted them when they are meaningful to understanding operating trends.
Cost of Sales, Including Buying and Occupancy Costs
Cost of sales, including buying and occupancy costs, was $8.5 billion , or 70.6%
of net sales, $5.2 billion , or 77.6% of net sales and $7.0 billion , or 71.8% of
net sales for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020,
respectively.
Cost of sales, including buying and occupancy costs, was $15.8 billion or 71.2%
of net sales, $9.6 billion , or 86.6% of net sales and $13.7 billion , or 71.7% of
net sales for the first six months of fiscal 2022, fiscal 2021 and fiscal 2020,
respectively.
Fiscal 2022 vs Fiscal 2021
The increases in the total cost of sales, including buying and occupancy costs,
were mainly attributable to the additional cost of merchandise sold due to a
higher level of sales in both the second quarter and the first six months of
fiscal 2022 compared to fiscal 2021. In fiscal 2021, our stores were temporarily
closed in the aggregate for approximately 31% of the second quarter and
approximately 41% of the first six months of fiscal 2021. The cost of
merchandise sold during the second quarter of fiscal 2022 includes higher
freight costs. Merchandise margin significantly improved during the first six
months of fiscal 2022, primarily driven by favorable markdowns, which were
partially offset by increased freight costs. The second quarter and first six
months of fiscal 2022 reflect higher supply chain costs.
Cost of sales, including buying and occupancy costs, was favorably impacted by
approximately $3 million and $28 million of government programs for the second
quarters of fiscal 2022 and fiscal 2021, respectively, as well as $24 million
and $63 million of government programs for the first six months of fiscal 2022
and fiscal 2021, respectively, in regions where we had temporary store closures.
Fiscal 2022 vs Fiscal 2020
The expense ratios decreased 1.2% for the second quarter of fiscal 2022 and 0.5%
for the first six months of fiscal 2022 compared to the same periods of fiscal
2020. The decreases reflect the leverage on our occupancy costs due to the
strong open-only comp store sales growth as well as improved merchandise margin.
Within merchandise margin, strong markon and lower markdowns collectively more
than offset incremental freight costs. In addition, the expense ratio decreases
were partially offset by higher supply chain costs primarily due to additional
distribution capacity and higher wages.
Selling, General and Administrative Expenses
SG&A expenses were $2.2 billion , or 18.4% of net sales, $1.5 billion , or 22.9%
of net sales and $1.7 billion , or 17.7% of net sales for the second quarters of
fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
SG&A expenses were $4.3 billion , or 19.4% of net sales, $2.8 billion , or 25.7%
of net sales and $3.4 billion , or 18.0% of net sales for the first six months of
fiscal 2022, fiscal 2021 and fiscal 2020, respectively.
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Fiscal 2022 vs Fiscal 2021
The increases in SG&A expenses for both the second quarter and the first six
months of fiscal 2022 compared to the same periods of fiscal 2021 were driven by
higher store payroll costs primarily due to increased store operating days in
fiscal 2022. In addition to these costs, incentive compensation costs and other
variable store costs, such as advertising spend and credit processing fees, were
up in fiscal 2022 as compared to the second quarter and the first six months of
fiscal 2021 as a result of increased store operating days.
SG&A expenses were favorably impacted by $85 million and $196 million from
government programs for the second quarter of fiscal 2022 and fiscal 2021,
respectively, as well as $206 million and $348 million from government programs
for the first six months of fiscal 2022 and fiscal 2021, respectively, in
regions where we had temporary store closures.
Fiscal 2022 vs Fiscal 2020
The expense ratios increased 0.7% for the second quarter of fiscal 2022 and 1.4%
for the first six months of fiscal 2022 compared to the same periods of fiscal
2020. The increases were driven by higher store payroll and store supply costs
primarily due to incremental COVID-19 expenses and higher share-based and
incentive compensation costs. These costs were partially offset by credits
received from government programs in fiscal 2022.
Loss On Early Extinguishment of Debt
On June 4, 2021 , we completed make-whole calls for our $1.25 billion aggregate
principal amount of 3.50% Notes maturing in 2025 and our $750 million aggregate
principal amount of 3.75% Notes maturing in 2027. As a result of these
redemptions prior to their scheduled maturities, we recorded a pre-tax debt
extinguishment charge of $242 million in the second quarter of fiscal 2022. For
additional information on the debt transactions, see Note I-Long-Term Debt and
Credit Lines of Notes to Consolidated Financial Statements.
Interest Expense, net
The components of interest expense, net are summarized below:
Twenty-Six Weeks
Thirteen Weeks Ended Ended
July 31, August 1, July 31, August 1,In millions 2021 2020 2021 2020 Interest expense$ 30.4 $ 60.2 $ 77.4 $ 92.8 Capitalized interest (0.7) (1.2) (1.8) (2.2) Interest (income) (1.1) (1.7) (2.3) (9.9) Interest expense, net$ 28.6 $ 57.3 $ 73.3 $ 80.7 Net interest expense decreased for both the second quarter of fiscal 2022 and the six months endedJuly 31, 2021 compared to the same periods in fiscal 2021, primarily due to the prior year's refinancing of certain notes inDecember 2020 as well as the$2.75 billion pay down of outstanding debt during the first six months of fiscal 2022. Provision for Income Taxes The effective income tax rate was 25.5%, (132.8)% and 25.7% for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. The effective income tax rate was 25.7%, 23.2% and 25.5% for the first six months of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. The increase in the second quarter and the first six months effective income tax rate of fiscal 2022 was primarily due to the decrease of anticipated benefit from the Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") enacted onMarch 27, 2020 in the second quarter of fiscal 2021. Net Income / (Loss) and Diluted Earnings (Loss) Per Share Net income (loss) was$786 million ,$(214) million and$759 million for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net income (loss) was$1.3 billion ,$(1.1) billion and$1.5 billion for the first six months of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net income (loss) per diluted share was$0.64 ,$(0.18) and$0.62 for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. Net income (loss) per diluted share was$1.08 ,$(0.92) and$1.19 for the first six months of fiscal 2022, fiscal 2021 and fiscal 2020, respectively. 27 -------------------------------------------------------------------------------- Segment Information We operate four main business segments. Our Marmaxx segment (T.J. Maxx, Marshalls, tjmaxx.com and marshalls.com) and ourHomeGoods segment (HomeGoods and Homesense) both operate inthe United States . Our TJX Canada segment operates Winners, HomeSense and Marshalls inCanada , and ourTJX International segment operatesT.K. Maxx , Homesense and tkmaxx.com inEurope andT.K. Maxx inAustralia . In addition to our four main segments, Sierra operates sierra.com and retail stores in theU.S. The results of Sierra are included in the Marmaxx segment. We evaluate the performance of our segments based on "segment profit or loss," which we define as pre-tax income or loss before general corporate expense and interest expense, net, and certain separately disclosed unusual or infrequent items. "Segment profit or loss," as we define the term, may not be comparable to similarly titled measures used by other entities. The terms "segment margin" or "segment profit margin" are used to describe segment profit or loss as a percentage of net sales. These measures of performance should not be considered an alternative to net income or cash flows from operating activities as an indicator of our performance or as a measure of liquidity. Due to the temporary closing of stores as a result of the COVID-19 pandemic, our historical definition of comp store sales is not applicable for the reported periods. In order to provide a performance indicator for our stores as they reopen, we have been temporarily reporting a new sales measure, open-only comp store sales. Open-only comp store sales includes stores initially classified as comp stores at the beginning of fiscal 2021 that had to temporarily close due to the COVID-19 pandemic. This measure reports the sales increase or decrease of these stores for the days the stores were open in the second quarter and first half of fiscal 2022 against sales for the same days in fiscal 2020, prior to the emergence of the pandemic. When discussing current year segment results, in addition to comparing to fiscal 2021, we may, where meaningful, also compare these results to a comparable period in fiscal 2020, prior to the emergence of the pandemic. Presented below is selected financial information related to our business segments. 28 --------------------------------------------------------------------------------
U.S. SEGMENTS Marmaxx Thirteen Weeks Ended Twenty-Six Weeks Ended July 31, August 1, August 3, July 31, August 1, August 3, U.S. dollars in millions 2021 2020 2019 2021 2020 2019 Net sales$ 7,349 $ 3,959 $ 6,107 $ 13,989 $ 6,657 $ 11,908 Segment profit (loss)$ 1,014 $ 101 $ 855 $ 1,839 $ (609) $ 1,651 Segment margin 13.8 % 2.5 % 14.0 %
13.1 % (9.2) % 13.9 %
Stores in operation at end of period: T.J. Maxx 1,283 1,271 1,260 Marshalls 1,145 1,134 1,107 Sierra 52 46 39 Total 2,480 2,451 2,406 Selling square footage at end of period (in thousands): T.J. Maxx 27,887 27,732 27,577 Marshalls 26,144 25,977 25,534 Sierra 847 766 654 Total 54,878 54,475 53,765 Net Sales Net sales for Marmaxx were$7.3 billion for the second quarter of fiscal 2022, an increase of 86% compared to$4.0 billion for the second quarter of fiscal 2021. Net sales were$14.0 billion for the first six months of fiscal 2022, an increase of 110% compared to$6.7 billion for the first six months of fiscal 2021. Both increases reflect significant temporary store closings in the second quarter and the first six months of fiscal 2021. Stores were closed for approximately 31% of the second quarter and 40% of the first six months of fiscal 2021, respectively, as a result of the COVID-19 pandemic. Net sales increased 20% compared to$6.1 billion for the second quarter of fiscal 2020 and increased 17% compared to$11.9 billion for the first six months of fiscal 2020. Open-only comp store sales were up 18% for the second quarter of fiscal 2022 and 15% for the first six months of fiscal 2022 compared to the same periods of fiscal 2020. The increases in open-only comp store sales were primarily driven by an increase in average basket as well as an increase in customer traffic. While our open-only comp store sales in home fashions continued to exceed those of apparel, we had strong improvement in our open-only comp store sales in apparel during the quarter and first six months of fiscal 2022. Segment Profit / (Loss) Fiscal 2022 vs Fiscal 2021 Segment profit was$1.0 billion for the second quarter of fiscal 2022, an increase of$913 million , compared to a segment profit of$101 million for the second quarter of fiscal 2021. Segment profit was$1.8 billion for the first six months of fiscal 2022, an increase of$2.4 billion , compared to a segment loss of$(609) million for the first six months of fiscal 2021. The increases for both periods were primarily driven by increased sales due to the temporary store closures in the second quarter and first six months of fiscal 2021. In addition, the second quarter and first six months of fiscal 2021 reflect$83 million and$171 million from government programs, respectively. Fiscal 2022 vs Fiscal 2020 Segment profit increased by$159 million compared to a segment profit of$855 million for the second quarter of fiscal 2020. Segment profit margin decreased to 13.8% for the second quarter of fiscal 2022 compared to 14.0% for the second quarter of fiscal 2020. Segment profit increased by$188 million compared to a segment profit of$1.7 billion for the first six months of fiscal 2020. Segment profit margin decreased to 13.1% for the first six months of fiscal 2022 compared to 13.9% for the first six months of fiscal 2020. The decreases in segment profit margin for both periods were primarily driven by incremental COVID-19 store payroll costs and higher supply chain costs. The higher supply chain costs were driven by expenses related to the additional distribution capacity and higher wages. These decreases in segment profit margin were partially offset by improved merchandise margin and the expense leverage on our occupancy costs due to the strong open-only comp store sales growth. Within merchandise margin, strong markon and lower markdowns collectively more than offset incremental freight costs. OurU.S. e-commerce businesses, which represented less than 5% of Marmaxx's net sales for each of the second quarters and the first six months of fiscal 2022, fiscal 2021 and fiscal 2020, respectively, did not have a significant impact on year-over-year segment margin comparisons for the second quarter and the first six months of fiscal 2022. 29 --------------------------------------------------------------------------------
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 31, August 1, August 3, July 31, August 1, August 3,
U.S. dollars in millions 2021 2020 2019 2021 2020 2019
Net sales $ 2,083 $ 1,236 $ 1,425 $ 4,225 $ 1,996 $ 2,822
Segment profit (loss) $ 182 $ 98 $ 129 $ 434 $ (56) $ 266
Segment margin 8.8 % 7.9 % 9.0 % 10.3 % (2.8) % 9.4 %
Stores in operation at end of period:
HomeGoods 846 818 783
Homesense 39 34 23
Total 885 852 806
Selling square footage at end of period (in thousands):
HomeGoods 15,475 14,986 14,383
Homesense 837 733 492
Total 16,312 15,719 14,875
Net Sales
Net sales for HomeGoods were $2.1 billion for the second quarter of fiscal 2022,
an increase of 69%, compared to $1.2 billion for the second quarter of fiscal
2021. Net sales were $4.2 billion for the first six months of fiscal 2022, an
increase of 112%, compared to $2.0 billion for the first six months of fiscal
2021. Both increases reflect significant temporary store closings in both the
second quarter and the first six months of fiscal 2021. Stores were temporarily
closed for approximately 31% of the second quarter and 40% of the first six
months of fiscal 2021, respectively, as a result of the COVID-19 pandemic.
Net sales increased 46% compared to $1.4 billion for the second quarter of
fiscal 2020 and increased 50% compared to $2.8 billion for the first six months
of fiscal 2020. Open-only comp store sales were up 36% for the second quarter of
fiscal 2022 and 38% for the first six months of fiscal 2022 compared to the same
periods of fiscal 2020. The increases in open-only comp store sales for both
periods were driven by an increase in customer traffic and average basket.
Segment Profit / (Loss)
Fiscal 2022 vs Fiscal 2021
Segment profit was $182 million for the second quarter of fiscal 2022, an
increase of $84 million compared to a segment profit of $98 million for the
second quarter of fiscal 2021. Segment profit was $434 million for the first six
months of fiscal 2022, an increase of $490 million compared to a segment loss of
$(56) million for the first six months of fiscal 2021.The increases for both the
second quarter and first six months of fiscal 2022 were primarily driven by
increased sales due to the temporary store closures in the second quarter and
first six months of fiscal 2021. The second quarter and first six months of
fiscal 2021 also reflect $24 million and $46 million of government programs,
respectively.
Fiscal 2022 vs Fiscal 2020
Segment profit increased by $53 million compared to a segment profit of $129
million for the second quarter of fiscal 2020. Segment profit margin decreased
to 8.8% for the second quarter of fiscal 2022 compared to 9.0% for the second
quarter of fiscal 2020. The decrease in segment profit margin was primarily
driven by higher supply chain costs and store payroll costs as a result of
incremental COVID-19 costs and higher wages as well as lower merchandise margin.
Within merchandise margin, incremental freight costs more than offset strong
markon and lower markdowns. This decrease in segment profit margin was partially
offset by the expense leverage on our occupancy and administrative costs due to
the strong open-only comp store sales growth.
Segment profit increased by $168 million compared to a segment profit of $266
million for the first six months of fiscal 2020. Segment profit margin increased
to 10.3% for the first six months of fiscal 2022 compared to 9.4% for the first
six months of fiscal 2020. The increase in segment profit margin was primarily
driven by the expense leverage on our occupancy and administrative costs due to
the strong open-only comp store sales growth. This increase was partially offset
by lower merchandise margin, store payroll costs as a result of incremental
COVID-19 costs and higher wages as well as higher supply chain costs. Within
merchandise margin, incremental freight costs more than offset strong markon and
lower markdowns.
We plan to make online shopping available on www.homegoods.com in the third
quarter of fiscal 2022.
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FOREIGN SEGMENTS
TJX Canada
Thirteen Weeks Ended Twenty-Six Weeks Ended
July 31, August 1, August 3, July 31, August 1, August 3,
U.S. dollars in millions 2021 2020 2019 2021 2020 2019
Net sales $ 1,022 $ 592 $ 967 $ 1,787 $ 972 $ 1,815
Segment profit (loss) $ 118 $ 22 $ 118 $ 190 $ (75) $ 215
Segment margin 11.6 % 3.7 % 12.2 % 10.6 % (7.7) % 11.9 %
Stores in operation at end of period:
Winners 290 279 274
HomeSense 147 141 132
Marshalls 105 102 91
Total 542 522 497
Selling square footage at end of period (in thousands):
Winners 6,241 6,009 5,882
HomeSense 2,733 2,585 2,425
Marshalls 2,201 2,141 1,929
Total 11,175 10,735 10,236
Net Sales
Net sales for TJX Canada were $1.0 billion for the second quarter of fiscal
2022, an increase of 73% compared to $592 million for the second quarter of
fiscal 2021. Net sales were $1.8 billion for the first six months of fiscal
2022, an increase of 84% compared to $972 million for the first six months of
fiscal 2021. Both increases reflect temporary store closings which were
approximately 22% of the second quarter and 24% of the first six months of
fiscal 2022, and approximately 29% of the second quarter and 41% of the first
six months of fiscal 2021 as a result of the COVID-19 pandemic.
Net sales for TJX Canada increased 6% compared to $967 million for the second
quarter of fiscal 2020 and decreased 2% compared to $1.8 billion for the first
six months of fiscal 2020. On a constant currency basis, net sales decreased 2%
for the second quarter and 8% for the first six months of fiscal 2022,
respectively. Open-only comp store sales were up 18% for the second quarter of
fiscal 2022 and up 14% for the first six months of fiscal 2022 compared to the
same periods of fiscal 2020. The increases in open-only comp store sales were
driven by an increase in average basket, partially offset by reduced customer
traffic due to the temporary store closures or stores operating under
COVID-19-related occupancy restrictions.
Segment Profit / (Loss)
Fiscal 2022 vs Fiscal 2021
Segment profit was $118 million for the second quarter of fiscal 2022, an
increase of $96 million compared to a segment profit of $22 million for the
second quarter of fiscal 2021. Segment profit was $190 million for the first six
months of fiscal 2022, an increase of $265 million compared to a segment loss of
$(75) million for the first six months of fiscal 2021. The increases for both
periods were primarily driven by increased sales due to having fewer temporary
store closures in fiscal 2022 compared to the same periods in fiscal 2021. The
second quarter and the first six months of fiscal 2022 also reflect $15 million
and $73 million , respectively, of government programs compared to $73 million
for the second quarter and $104 million for the first six months of fiscal 2021.
Fiscal 2022 vs Fiscal 2020
Segment profit was flat compared to the second quarter of fiscal 2020. Segment
profit margin decreased to 11.6% for the second quarter of fiscal 2022 compared
to 12.2% for the second quarter of fiscal 2020. The decrease in segment profit
margin was primarily driven by higher supply chain costs, incremental COVID-19
costs, net of government programs as well as higher incentive compensation
costs. This was partially offset by improved merchandise margin and the
favorable impact of the mark-to-market of the inventory derivatives. Within
merchandise margin, strong markon and lower markdowns collectively more than
offset incremental freight costs.
Segment profit decreased $25 million compared to a segment profit of $215
million for the first six months of fiscal 2020. Segment profit margin decreased
to 10.6% for the first six months of fiscal 2022 compared to 11.9% for the same
period of fiscal 2020. The decrease in segment profit margin was primarily
driven by higher supply chain costs and the expense deleverage on our occupancy
costs due to the reduction in sales as a result of the temporary store closures
in fiscal 2022. The decline in segment profit margin also reflects incremental
COVID-19 costs, net of government programs, and higher incentive compensation
costs. This was partially offset by improved merchandise margin which reflected
strong markon and lower markdowns that collectively offset incremental freight
costs.
31
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Thirteen Weeks Ended Twenty-Six Weeks Ended
July 31, August 1, August 3, July 31, August 1, August 3,
U.S. dollars in millions 2021 2020 2019 2021 2020 2019
Net sales $ 1,623 $ 880 $ 1,283 $ 2,162 $ 1,452 $ 2,514
Segment profit (loss) $ 174 $ (131) $ 50 $ (48) $ (390) $ 79
Segment margin 10.7 % (14.9) % 3.9 % (2.2) % (26.9) % 3.1 %
Stores in operation at end of period:
T.K. Maxx 616 597 580
Homesense 78 78 72
T.K. Maxx Australia 64 57 51
Total 758 732 703
Selling square footage at end of period (in thousands):
T.K. Maxx 12,373 12,027 11,849
Homesense 1,142 1,142 1,074
T.K. Maxx Australia 1,143 1,035 937
Total 14,658 14,204 13,860
Net Sales
Net sales for TJX International were $1.6 billion for the second quarter of
fiscal 2022, an increase of 84% compared to $0.9 billion for the second quarter
of fiscal 2021. Net sales were $2.2 billion for the first six months of fiscal
2022, an increase of 49% compared to $1.5 billion for the first six months of
fiscal 2021. These increases reflect temporary store closings, which were
approximately 3% of the second quarter and 37% of the first six months of fiscal
2022 and approximately 35% of the second quarter and 42% of the first six months
of fiscal 2021 as a result of the COVID-19 pandemic.
Net sales for TJX International increased 27% compared to $1.3 billion for the
second quarter of fiscal 2020 and decreased 14% compared to $2.5 billion for the
first six months of fiscal 2020. Open-only comp store sales were up 12% for both
the second quarter of fiscal 2022 and for the first six months of fiscal 2022
compared to the same periods of fiscal 2020. The increases in open-only comp
store sales were driven by an increase in average basket, partially offset by
reduced customer traffic due to the temporary store closures or stores operating
under COVID-19-related occupancy restrictions.
E-commerce sales were approximately 5%, 4% and 3% of TJX International's net
sales for the second quarters of fiscal 2022, fiscal 2021 and fiscal 2020, and
7%, 4% and 3% for the first six months of the same periods. Along with our
stores, we temporarily closed all of our online business during the first
quarter of fiscal 2021. Since reopening in the second quarter of fiscal 2021,
our online businesses have remained open through the second quarter of fiscal
2022.
Segment Profit / (Loss)
Fiscal 2022 vs Fiscal 2021
Segment profit was $174 million for the second quarter of fiscal 2022, an
improvement of $305 million compared to a segment loss of $(131) million for the
second quarter of fiscal 2021. Segment loss was $(48) million for the first six
months of fiscal 2022, an improvement of $342 million compared to a segment loss
of $(390) million for the first six months of fiscal 2021. The improvements in
segment profit (loss) for both periods were primarily driven by increased sales
due to the reduction in temporary store closures compared to the same periods in
fiscal 2021. The second quarter and the first six months of fiscal 2022 reflect
$73 million and $157 million , respectively, of government programs compared to
$40 million for the second quarter and $86 million for the six months of fiscal
2021.
Fiscal 2022 vs Fiscal 2020
Segment profit increased $124 million compared to a segment profit of $50
million for the second quarter of fiscal 2020. The improvement in segment profit
was primarily driven by increased sales as well as improved merchandise margin.
Within merchandise margin, lower markdowns were partially offset by incremental
freight costs and unfavorable markon in the second quarter of fiscal 2020. These
increases were partially offset by incremental COVID-19 related costs and higher
supply chain costs. Segment profit was favorably impacted by the government
programs received in the second quarter of fiscal 2022.
Segment profit decreased $127 million compared to a segment profit of $79
million for the first six months of fiscal 2020. The decrease in segment profit
was primarily driven by a reduction in sales due to the temporary store closures
for the first six months of fiscal 2022. Segment profit was favorably impacted
by the government programs received in the first six months of fiscal 2022.
32
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GENERAL CORPORATE EXPENSE
Twenty-Six Weeks
Thirteen Weeks Ended Ended
July 31, August 1, July 31, August 1,
In millions 2021 2020 2021 2020
General corporate expense $ 164 $ 123 General corporate expense for segment reporting purposes represents those costs not specifically related to the operations of our business segments. General corporate expenses are primarily included in SG&A expenses. The mark-to-market adjustment of our fuel hedges is included in cost of sales, including buying and occupancy costs. The increase in general corporate expense for the second quarter and the first six months of fiscal 2022 was primarily driven by higher share-based and incentive compensation costs. In addition, the increase for the second quarter of fiscal 2022 reflects an unfavorable mark-to-market adjustment on the fuel hedges. ANALYSIS OF FINANCIAL CONDITION Liquidity and Capital Resources OnJune 4, 2021 , we completed make-whole calls for our$1.25 billion principal outstanding, 3.50% Notes dueApril 15, 2025 , and our$750 million principal outstanding, 3.75% Notes dueApril 15, 2027 , both of which series of notes were issued in the first quarter of fiscal 2021 in response to the COVID-19 pandemic. As a result of these redemptions prior to their scheduled maturities, we recorded a pre-tax debt extinguishment charge of$242 million in the second quarter of fiscal 2022. Additionally, in the first quarter of fiscal 2022, we redeemed$750 million principal outstanding, 2.75% Notes dueJune 15, 2021 . The result of these debt redemptions resulted in a$2.75 billion reduction of outstanding debt since the beginning of fiscal 2022 and will result in more than$90 million of annualized interest expense savings. For additional information on these transactions, see Note I-Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements. In response to the pandemic, primarily during the first quarter of fiscal 2021, we took several steps to strengthen our financial position and balance sheet and to maintain financial liquidity and flexibility. The challenges posed by the COVID-19 pandemic on our business continue to evolve and the severity and duration of the pandemic is still unknown. Consequently, we will continue to evaluate our financial position in light of future developments. We believe our existing cash and cash equivalents, internally generated funds and our credit facilities, under which facilities we have$1.5 billion available, as described in Note I-Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements, are adequate to meet our operating needs over the next twelve months. Our liquidity requirements have traditionally been funded through cash generated from operations, supplemented, as needed, by bank borrowings and the issuance of commercial paper. As ofJuly 31, 2021 , there were no short-term bank borrowings or commercial paper outstanding. We monitor debt financing markets on an ongoing basis and from time to time may incur additional long-term indebtedness depending on prevailing market conditions, liquidity requirements, existing economic conditions and other factors. In the first six months of fiscal 2022 we have used, and in the future we may use, operating cash flow and cash on hand to repay portions of our indebtedness, depending on prevailing market conditions, liquidity requirements, existing economic conditions, contractual restrictions and other factors. As such, we may, from time to time, seek to retire, redeem, prepay or purchase our outstanding debt through redemptions, cash purchases, prepayments, refinancings and/or exchanges, in open market purchases, privately negotiated transactions, by tender offer or otherwise. If we use our operating cash flow and/or cash on hand to repay our debt, it will reduce the amount of cash available for additional capital expenditures. As ofJuly 31, 2021 , we held$7.1 billion in cash. Approximately$1.5 billion of our cash was held by our foreign subsidiaries with$0.8 billion held in countries where we provisionally intend to indefinitely reinvest any undistributed earnings. TJX provided for all applicable state and foreign withholding taxes on all undistributed earnings of our foreign subsidiaries inCanada ,Puerto Rico ,Italy ,India ,Hong Kong andVietnam throughJuly 31, 2021 . If we repatriate cash from such subsidiaries, we should not incur additional tax expense and our cash would be reduced by the amount of withholding taxes paid. Operating Activities Operating activities resulted in net cash inflows of$0.9 billion for the six months endedJuly 31, 2021 and$0.2 billion for the six months endedAugust 1, 2020 . Our fiscal 2022 operating cash flows improved significantly compared to fiscal 2021, which was primarily attributable to additional stores being open in fiscal 2022 after the temporary closures of all our stores for approximately 41% of the first six months of fiscal 2021. The fiscal 2021 loss of sales as a result of the temporarily closures resulted in a net loss of$1.1 billion in the first six months of fiscal 2021 compared to net income of$1.3 billion for the first six months of fiscal 2022. This increase in operating cash flows was partially offset by the$2.0 billion change in merchandise inventories, net of accounts payable, driven by higher inventory levels in fiscal 2022. In addition, operating cash flows were negatively impacted by the$0.3 billion decrease in net operating lease liabilities due to the repayment of many of the rent deferrals negotiated in fiscal 2021. 33 -------------------------------------------------------------------------------- Investing Activities Investing activities resulted in net cash outflows of$0.4 billion for the six months endedJuly 31, 2021 and$0.3 billion for the six months endedAugust 1, 2020 . The cash outflows for both periods were driven by capital expenditures. Investing activities in the first six months of fiscal 2022 primarily reflected property additions for new stores, store improvements and renovations as well as investments in our distribution centers and offices, including buying and merchandising systems and other information systems. Our expected fiscal 2022 capital investments total$1.2 billion to$1.4 billion . We plan to fund these expenditures through cash flows from operations. Financing Activities Financing activities resulted in net cash outflows of$3.9 billion for the first six months of fiscal 2022 and net cash inflows of$3.5 billion for the six months endedAugust 1, 2020 . Debt The cash outflows in the first six months of fiscal 2022 were due to the completion of make-whole calls and the redemption at par of certain of our notes during the first six months of fiscal 2022. The cash inflows in the first six months of fiscal 2021 were a result of completing the issuance and sale of$4 billion aggregate principal amount of notes. See Note I-Long-Term Debt and Credit Lines of Notes to Consolidated Financial Statements for additional information. Equity The cash outflows in the first six months of fiscal 2022 and the first six months of fiscal 2021 were primarily driven by equity repurchases and dividend payments. InMarch 2020 , in connection with the actions taken related to the COVID-19 pandemic, we suspended our share repurchase program. During the second quarter of fiscal 2022, we lifted the temporary suspension of our repurchase program and announced plans to repurchase approximately$1.25 billion to$1.5 billion of stock in fiscal 2022 under our previously authorized stock repurchase programs. Under our stock repurchase programs, we paid$0.3 billion to repurchase and retire 4.6 million shares of our stock on a settlement basis in the first six months of fiscal 2022. Prior to the temporary suspension of our share repurchase program related to the COVID-19 pandemic, we paid$0.2 billion to repurchase and retire 3.4 million shares on a settlement basis in the first six months of fiscal 2021. These outflows were partially offset by proceeds from the exercise of employee stock options, net of shares withheld for taxes in the first six months of fiscal 2021. As ofJuly 31, 2021 , approximately$2.7 billion remained available under our existing stock repurchase programs. For further information regarding equity repurchases, see Note D - Capital Stock and Earnings Per Share of Notes to Consolidated Financial Statements. Dividends We declared quarterly dividends on our common stock which totaled$0.26 per share in the first six months of fiscal 2022 and expect to declare a similar dividend in the third quarter of fiscal 2022, subject to approval by the Board of Directors. As a result of the uncertainty surrounding the COVID-19 pandemic, no dividends were declared in the first half of fiscal 2021. Cash payments for dividends on our common stock totaled$0.6 billion for the first half of fiscal 2022 and$0.3 billion for the first half of fiscal 2021. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS For a discussion of accounting standards, see Note A-Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements included in TJX's Annual Report on Form 10-K for the fiscal year endedJanuary 30, 2021 and Note A-Basis of Presentation and Summary of Significant Accounting Policies of Notes to Consolidated Financial Statements in this Quarterly Report on Form 10-Q. 34 -------------------------------------------------------------------------------- FORWARD-LOOKING STATEMENTS Various statements made in this Quarterly Report on Form 10-Q are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements: the ongoing COVID-19 pandemic and associated containment and remediation efforts; execution of buying strategy and inventory management; various marketing efforts; customer trends and preferences; competition; operational and business expansion; management of large size and scale; merchandise sourcing and transport; labor costs and workforce challenges; personnel recruitment, training and retention; data security and maintenance and development of information technology systems; corporate and retail banner reputation; cash flow; expanding international operations; fluctuations in quarterly operating results and market expectations; mergers, acquisitions, or business investments and divestitures, closings or business consolidations; real estate activities; inventory or asset loss; economic conditions and consumer spending; market instability; serious disruptions or catastrophic events; disproportionate impact of disruptions in the second half of the fiscal year; commodity availability and pricing; adverse or unseasonable weather; fluctuations in currency exchange rates; compliance with laws, regulations and orders and changes in laws, regulations and applicable accounting standards; outcomes of litigation, legal proceedings and other legal or regulatory matters; quality, safety and other issues with our merchandise; tax matters; and other factors that may be described in our filings with theSecurities and Exchange Commission , including our most recent Annual Report on Form 10-K filed with theSecurities and Exchange Commission . We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized. Item 3. Quantitative and Qualitative Disclosures about Market Risk There have been no material changes in our primary risk exposures or management of market risks from those disclosed in our Annual Report on Form 10-K for the fiscal year endedJanuary 30, 2021 . Item 4. Controls and Procedures We have carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as ofJuly 31, 2021 pursuant to Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the "Act"). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level in ensuring that information required to be disclosed by us in the reports that we file or submit under the Act is (i) recorded, processed, summarized and reported, within the time periods specified in theSecurities and Exchange Commission's rules and forms; and (ii) accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of implementing controls and procedures. There were no changes in the Company's internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter endedJuly 31, 2021 identified in connection with the evaluation by our management, including our Chief Executive Officer and Chief Financial Officer, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 35
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