KOHLS Corp false 0000885639 0000885639 2024-08-28 2024-08-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2024

 

 

KOHL’S CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Wisconsin   001-11084   39-1630919
(State or Other Jurisdiction
of Incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)
N56 W17000 Ridgewood Drive  
Menomonee Falls, Wisconsin     53051
(Address of Principal Executive Offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: 262 703-7000

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 


Title of each class

 

Trading
Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.01 par value   KSS   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 28, 2024, Kohl’s Corporation (the “Company”) issued a press release reporting its earnings for the quarter ended August 3, 2024 and provided updated earnings guidance for fiscal 2024. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein. A copy of the presentation materials for the August 28, 2024 quarterly earnings conference call is attached as Exhibit 99.2 and incorporated by reference herein.

 

Item 7.01

Regulation FD Disclosure.

See Item 2.02.

The information in Items 2.02 and 7.01, including the exhibits attached hereto, is furnished solely pursuant to Items 2.02 and 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in Items 2.02 and 7.01, including the exhibits, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

 

Item 8.01

Other Events.

As previously announced, on August 13, 2024, the Board of Directors of the Company declared a quarterly cash dividend of $0.50 per share. The dividend will be paid on September 25, 2024, to all shareholders of record at the close of business on September 11, 2024.

Cautionary Statement Regarding Forward-Looking Information and Non-GAAP Measures

This current report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “intends,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include the information under “Updated 2024 Financial and Capital Allocation Outlook.” Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which is expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.

In the attached presentation materials, the Company provides information regarding adjusted free cash flow, which is not a recognized term under U.S. generally accepted accounting principles (“GAAP”) and does not purport to be an alternative to net income as a measure of operating performance. A reconciliation of adjusted free cash flow is provided in the presentation materials attached hereto as Exhibit 99.2. The Company believes that the use of this non-GAAP financial measure provides investors with enhanced visibility into its results with respect to the impact of certain costs. Because not all companies use identical calculations, this presentation may not be comparable to other similarly titled measures of other companies.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
No.

  

Description

99.1    Press Release dated August 28, 2024
99.2    Presentation Materials for August 28, 2024 Quarterly Earnings Conference Call
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      KOHL’S CORPORATION
Date: August 28, 2024     By:  

/s/ Jennifer Kent

      Jennifer Kent
Senior Executive Vice President,
Chief Legal Officer and Corporate Secretary

Exhibit 99.1

Kohl’s Reports Second Quarter Fiscal 2024 Financial Results

MENOMONEE FALLS, Wis.—(BUSINESS WIRE)—August 28, 2024— Kohl’s Corporation (NYSE:KSS) today reported results for the second quarter ended August 3, 2024.

 

   

Net sales decreased 4.2% and comparable sales decreased 5.1%

 

   

Gross margin increased 59 basis points

 

   

Diluted earnings per share of $0.59 versus $0.52 in the prior year

 

   

Inventory declined 9%

 

   

Updates full year 2024 financial outlook

 

   

Committed to returning capital to shareholders through the dividend and further strengthening balance sheet

Tom Kingsbury, Kohl’s chief executive officer, said “We have taken significant action to reposition Kohl’s for future growth. However, our efforts have yet to fully yield the intended outcome due in part to a continued challenging consumer environment and softness in our core business. During the second quarter, our customers exhibited more discretion in their spending, which pressured our sales even as customers transacted more frequently. This overshadowed strong performance in our key growth areas, including Sephora, home decor, gifting, and impulse. In spite of this, we continued to execute well operationally, enabling us to deliver a 13% increase in earnings driven by gross margin expansion and strong inventory and expense management.”

“Looking ahead, we are focused on ensuring that the substantial work that we’ve done across product, value, and experience is fully recognized by both new and existing customers. We will also capitalize on new opportunities such as our partnership with Babies “R” Us and expect to continue to benefit from our key growth areas. Our conviction in our strategy remains strong and our operating discipline, solid cash flow generation, and healthy balance sheet will continue to support us as we work to return Kohl’s to growth,” Kingsbury continued.

Second Quarter 2024 Results

Comparisons refer to the 13-week period ended August 3, 2024 versus the 13-week period ended July 29, 2023

 

   

Net sales decreased 4.2% year-over-year, to $3.5 billion, with comparable sales down 5.1%.

 

   

Gross margin as a percentage of net sales was 39.6%, an increase of 59 basis points.

 

   

Selling, general & administrative (SG&A) expenses decreased 4.2% year-over-year, to $1.2 billion. As a percentage of total revenue, SG&A expenses were 33.5%, a decrease of 1 basis point year-over-year.

 

   

Operating income was $166 million compared to $163 million in the prior year. As a percentage of total revenue, operating income was 4.4%, an increase of 26 basis points year-over-year.

 

   

Net income was $66 million, or $0.59 per diluted share. This compares to net income of $58 million, or $0.52 per diluted share in the prior year.

 

   

Inventory was $3.2 billion, a decrease of 9% year-over-year.

 

   

Operating cash flow was $254 million as compared to $430 million in the prior year.

 

   

Long-term debt was reduced by $113 million through the redemption of the remaining 9.50% notes due May 15, 2025.

Six Months Fiscal Year 2024 Results

Comparisons refer to the 26-week period ended August 3, 2024 versus the 26-week period ended July 29, 2023

 

   

Net sales decreased 4.7% year-over-year, to $6.7 billion, with comparable sales down 4.8%.

 

   

Gross margin as a percentage of net sales was 39.6%, an increase of 54 basis points.

 

   

Selling, general & administrative (SG&A) expenses decreased 2.5% year-over-year, to $2.5 billion. As a percentage of total revenue, SG&A expenses were 34.8%, an increase of 78 basis points year-over-year.

 

   

Operating income was $209 million compared to $261 million in the prior year. As a percentage of total revenue, operating income was 2.9%, a decrease of 56 basis points year-over-year.

 

   

Net income was $39 million, or $0.35 per diluted share. This compares to net income of $72 million, or $0.65 per diluted share in the prior year.

 

   

Operating cash flow was $247 million as compared to $228 million in the prior year.

 

   

Long-term debt was reduced by $113 million through the redemption of the remaining 9.50% notes due May 15, 2025.


Updated 2024 Financial and Capital Allocation Outlook

For the full year 2024, which has 52 weeks compared to 53 weeks in full year 2023, the Company’s guidance excludes the potential impact from credit card late fee regulatory changes. The Company currently expects the following:

 

   

Net sales: A decrease of (4%) to a decrease of (6%)

 

   

Comparable sales: A decrease of (3%) to a decrease of (5%)

 

   

Operating margin: In the range of 3.4% to 3.8%

 

   

Diluted EPS: In the range of $1.75 to $2.25

 

   

Capital Expenditures: Approximately $500 million, including expansion of Sephora partnership and other store-related investments

 

   

Dividend: On August 13, 2024, Kohl’s Board of Directors declared a quarterly cash dividend on the Company’s common stock of $0.50 per share. The dividend is payable September 25, 2024 to shareholders of record at the close of business on September 11, 2024.

Second Quarter 2024 Earnings Conference Call

Kohl’s will host its quarterly earnings conference call at 9:00 am ET on August 28, 2024. A webcast of the conference call and the related presentation materials will be available via the Company’s web site at investors.kohls.com, both live and after the call.

Cautionary Statement Regarding Forward-Looking Information

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “anticipates,” “plans,” or similar expressions to identify forward-looking statements. Forward-looking statements include the information under “Updated 2024 Financial and Capital Allocation Outlook.” Such statements are subject to certain risks and uncertainties, which could cause the Company’s actual results to differ materially from those anticipated by the forward-looking statements. These risks and uncertainties include, but are not limited to, risks described more fully in Item 1A in the Company’s Annual Report on Form 10-K, which are expressly incorporated herein by reference, and other factors as may periodically be described in the Company’s filings with the SEC. Forward-looking statements relate to the date initially made, and the Company undertakes no obligation to update them.

About Kohl’s

Kohl’s (NYSE: KSS) is a leading omnichannel retailer built on a foundation that combines great brands, incredible value and convenience for our customers. Kohl’s is uniquely positioned to deliver against its long-term strategy and its purpose to take care of families’ realest moments. Kohl’s serves millions of families in its more than 1,100 stores in 49 states, online at Kohls.com, and through the Kohl’s App. With a large national footprint, Kohl’s is committed to making a positive impact in the communities it serves. For a list of store locations or to shop online, visit Kohls.com. For more information about Kohl’s impact in the community or how to join our winning team, visit Corporate.Kohls.com.

Contacts

Investor Relations:

Mark Rupe, (262) 703-1266, mark.rupe@kohls.com

Media:

Jen Johnson, (262) 703-5241, jen.johnson@kohls.com


KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

     Three Months Ended     Six Months Ended  

(Dollars in Millions, Except per Share Data)

   August 3,
2024
    July 29,
2023
    August 3,
2024
    July 29,
2023
 

Net sales

   $  3,525     $  3,678     $  6,703     $  7,033  

Other revenue

     207       217       411       433  

Total revenue

     3,732       3,895       7,114       7,466  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of merchandise sold

     2,128       2,242       4,051       4,289  

Gross margin rate

     39.6 %      39.0     39.6 %      39.0

Operating expenses:

        

Selling, general, and administrative

     1,250       1,304       2,478       2,542  

As a percent of total revenue

     33.5 %      33.5     34.8 %      34.1

Depreciation and amortization

     188       186       376       374  

Operating income

     166       163       209       261  

Interest expense, net

     86       89       169       173  

Income before income taxes

     80       74       40       88  

Provision for income taxes

     14       16       1       16  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 66     $ 58     $ 39     $ 72  
  

 

 

   

 

 

   

 

 

   

 

 

 

Average number of shares:

        

Basic

     111       110       111       110  

Diluted

     112       111       112       111  

Earnings per share:

        

Basic

   $ 0.59     $ 0.52     $ 0.35     $ 0.65  

Diluted

   $ 0.59     $ 0.52     $ 0.35     $ 0.65  


KOHL’S CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

(Dollars in Millions)

   August 3, 2024      July 29, 2023  

Assets

     

Current assets:

     

Cash and cash equivalents

   $ 231      $ 204  

Merchandise inventories

     3,151        3,474  

Other

     331        296  
  

 

 

    

 

 

 

Total current assets

     3,713        3,974  

Property and equipment, net

     7,502        7,945  

Operating leases

     2,507        2,493  

Other assets

     458        382  
  

 

 

    

 

 

 

Total assets

   $  14,180      $  14,794  
  

 

 

    

 

 

 

Liabilities and Shareholders’ Equity

     

Current liabilities:

     

Accounts payable

   $ 1,317      $ 1,376  

Accrued liabilities

     1,185        1,246  

Borrowings under revolving credit facility

     410        560  

Current portion of:

     

Long-term debt

     353        111  

Finance leases and financing obligations

     81        84  

Operating leases

     92        93  
  

 

 

    

 

 

 

Total current liabilities

     3,438        3,470  
  

 

 

    

 

 

 

Long-term debt

     1,173        1,637  

Finance leases and financing obligations

     2,574        2,730  

Operating leases

     2,795        2,777  

Deferred income taxes

     95        121  

Other long-term liabilities

     275        324  

Shareholders’ equity:

     3,830        3,735  
  

 

 

    

 

 

 

Total liabilities and shareholders’ equity

   $ 14,180      $ 14,794  
  

 

 

    

 

 

 


KOHL’S CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

     Six Months Ended  

(Dollars in Millions)

   August 3, 2024     July 29, 2023  

Operating activities

    

Net income

   $ 39     $ 72  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     376       374  

Share-based compensation

     16       20  

Deferred income taxes

     (15     (7

Non-cash lease expense

     44       48  

Other non-cash items

     11       (2

Changes in operating assets and liabilities:

    

Merchandise inventories

     (269     (283

Other current and long-term assets

     (59     61  

Accounts payable

     183       46  

Accrued and other long-term liabilities

     (25     (52

Operating lease liabilities

     (54     (49
  

 

 

   

 

 

 

Net cash provided by operating activities

     247       228  
  

 

 

   

 

 

 

Investing activities

    

Acquisition of property and equipment

     (239     (338

Proceeds from sale of real estate

     —        4  

Other

     2       (1
  

 

 

   

 

 

 

Net cash used in investing activities

     (237     (335
  

 

 

   

 

 

 

Financing activities

    

Net borrowings under revolving credit facility

     318       475  

Shares withheld for taxes on vested restricted shares

     (9     (13

Dividends paid

     (111     (110

Repayment of long-term borrowings

     (113     (164

Premium paid on redemption of debt

     (5     —   

Finance lease and financing obligation payments

     (42     (47

Proceeds from financing obligations

     —        17  
  

 

 

   

 

 

 

Net cash provided by financing activities

     38       158  
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     48       51  

Cash and cash equivalents at beginning of period

     183       153  
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 231     $ 204  
  

 

 

   

 

 

 

Exhibit 99.2




“We have taken significant action to reposition Kohl’s for future growth. And while we are making progress against our strategic priorities, our efforts have yet to fully yield the intended outcome due in part to a continued challenging consumer environment. During the second quarter, our customers exhibited more discretion in their spending, which pressured our sales even as customers transacted more frequently. This overshadowed strong performance in our key growth areas, including Sephora, home decor, gifting, and impulse. In spite of this, we continued to execute well operationally, enabling us to deliver a 13% increase in earnings driven by gross margin expansion and strong inventory and expense management.” However, “We have taken significant action to reposition Kohl’s for future growth. And while we are making progress against our strategic priorities, our efforts have yet to fully yield the intended outcome due in part to a continued challenging consumer environment and softness in some of our core businesses. During the second quarter, our customers exhibited more discretion in their spending, which pressured our sales even as customers transacted more frequently. This overshadowed strong performance in our key growth areas, including Sephora, home decor, gifting, and impulse. In spite of this, we continued to execute well operationally, enabling us to deliver a 13% increase in earnings driven by gross margin expansion and strong inventory and expense management.” “Looking ahead, we are focused on ensuring that the substantial work that we’ve done across product, value, and experience is fully recognized by both new and existing customers. We will also capitalize on new opportunities such as our partnership with Babies “R” Us and continue to benefit from our key growth areas. Our conviction in our strategy remains strong and our operating discipline, solid cash flow generation, and healthy balance sheet will continue to support us as we work to return Kohl’s to growth.”


Pls add FLX logo






Building Increasing relevancy of apparel & footwear offerings in 2024 Repositioning Juniors offering next to Sephora in stores to better capitalize on cross shopping opportunities in 2024 Q1 2024 with positive sales growth Women’s ● Strengthening young men’s ● Driving infant and category through newborn apparel the introduction of sales through new brands ● Continuing to Babies “R” Us including amplify polished cross shopping Aeropostale and casual through Quiksilver private and market brands



(4%) to (6%) vs. 2023 (3%) to (5%) vs. 2023 3.4% to 3.8% $1.75 to $2.25







fewer




● Executing a make-whole-call on May 2025 bonds in Q2 2024 to reduce long-term debt by $113M (1) Coupon reflects incremental 125 bp step ups on May 2025 and May 2031 bonds



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Document and Entity Information
Aug. 28, 2024
Cover [Abstract]  
Entity Registrant Name KOHLS Corp
Amendment Flag false
Entity Central Index Key 0000885639
Document Type 8-K
Document Period End Date Aug. 28, 2024
Entity Incorporation State Country Code WI
Entity File Number 001-11084
Entity Tax Identification Number 39-1630919
Entity Address, Address Line One N56 W17000 Ridgewood Drive
Entity Address, City or Town Menomonee Falls
Entity Address, State or Province WI
Entity Address, Postal Zip Code 53051
City Area Code 262
Local Phone Number 703-7000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, $.01 par value
Trading Symbol KSS
Security Exchange Name NYSE
Entity Emerging Growth Company false

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