|
Ohio
|
|
06-1119097
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
300 Phillipi Road, P.O. Box 28512, Columbus, Ohio
|
|
43228-5311
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
|
(614) 278-6800
|
||
(Registrant’s telephone number, including area code)
|
||
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Shares $0.01 par value
|
|
New York Stock Exchange
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
|
|
Part I
|
Page
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
|
|
|
|
Part II
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
|
|
|
Part III
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
|
|
|
Part IV
|
|
Item 15.
|
||
Item 16.
|
||
|
Fiscal Year
|
|
Number of Weeks
|
|
Year Begin Date
|
|
Year End Date
|
2017
|
|
53
|
|
January 29, 2017
|
|
February 3, 2018
|
2016
|
|
52
|
|
January 31, 2016
|
|
January 28, 2017
|
2015
|
|
52
|
|
February 1, 2015
|
|
January 30, 2016
|
2014
|
|
52
|
|
February 2, 2014
|
|
January 31, 2015
|
2013
|
|
52
|
|
February 3, 2013
|
|
February 1, 2014
|
2012
|
|
53
|
|
January 29, 2012
|
|
February 2, 2013
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|||||
Stores open at the beginning of the year
|
1,449
|
|
|
1,460
|
|
|
1,493
|
|
|
1,495
|
|
|
1,451
|
|
Stores opened during the year
|
9
|
|
|
9
|
|
|
24
|
|
|
55
|
|
|
87
|
|
Stores closed during the year
|
(26
|
)
|
|
(20
|
)
|
|
(57
|
)
|
|
(57
|
)
|
|
(43
|
)
|
Stores open at the end of the year
|
1,432
|
|
|
1,449
|
|
|
1,460
|
|
|
1,493
|
|
|
1,495
|
|
Alabama
|
29
|
|
|
Maine
|
6
|
|
|
Ohio
|
96
|
|
Arizona
|
38
|
|
|
Maryland
|
26
|
|
|
Oklahoma
|
18
|
|
Arkansas
|
11
|
|
|
Massachusetts
|
21
|
|
|
Oregon
|
15
|
|
California
|
155
|
|
|
Michigan
|
45
|
|
|
Pennsylvania
|
69
|
|
Colorado
|
18
|
|
|
Minnesota
|
7
|
|
|
Rhode Island
|
1
|
|
Connecticut
|
13
|
|
|
Mississippi
|
14
|
|
|
South Carolina
|
33
|
|
Delaware
|
5
|
|
|
Missouri
|
25
|
|
|
Tennessee
|
47
|
|
Florida
|
103
|
|
|
Montana
|
3
|
|
|
Texas
|
114
|
|
Georgia
|
53
|
|
|
Nebraska
|
3
|
|
|
Utah
|
9
|
|
Idaho
|
6
|
|
|
Nevada
|
13
|
|
|
Vermont
|
4
|
|
Illinois
|
34
|
|
|
New Hampshire
|
7
|
|
|
Virginia
|
39
|
|
Indiana
|
44
|
|
|
New Jersey
|
27
|
|
|
Washington
|
26
|
|
Iowa
|
3
|
|
|
New Mexico
|
12
|
|
|
West Virginia
|
17
|
|
Kansas
|
8
|
|
|
New York
|
63
|
|
|
Wisconsin
|
11
|
|
Kentucky
|
40
|
|
|
North Carolina
|
74
|
|
|
Wyoming
|
2
|
|
Louisiana
|
23
|
|
|
North Dakota
|
1
|
|
|
District of Columbia
|
1
|
|
|
|
|
|
|
|
Total stores
|
1,432
|
|
||
|
|
|
|
|
|
Number of states
|
47
|
|
|
First
|
Second
|
Third
|
Fourth
|
||||
Fiscal Year 2016
|
|
|
|
|
||||
Net sales as a percentage of full year
|
25.2
|
%
|
23.1
|
%
|
21.3
|
%
|
30.4
|
%
|
Operating profit as a percentage of full year
|
25.2
|
|
15.7
|
|
0.8
|
|
58.3
|
|
Fiscal Year 2015
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.7
|
%
|
23.3
|
%
|
21.5
|
%
|
30.5
|
%
|
Operating profit as a percentage of full year
|
22.3
|
|
12.9
|
|
(0.9
|
)
|
65.7
|
|
Fiscal Year 2014
|
|
|
|
|
||||
Net sales as a percentage of full year
|
24.7
|
%
|
23.1
|
%
|
21.4
|
%
|
30.8
|
%
|
Operating profit as a percentage of full year
|
21.0
|
|
12.4
|
|
(1.7
|
)
|
68.3
|
|
•
|
Fluctuating commodity prices, including but not limited to diesel fuel and other fuels used by utilities to generate power, may affect our gross profit and operating profit margins;
|
•
|
Changes in governmental laws and regulations, including matters related to taxation. In particular, income tax reform in which the marginal tax rates are significantly reduced or future deductibility is disallowed could adversely impact the value of our net deferred tax assets. Additionally, the deductibility of interest expense could be impacted;
|
•
|
A downgrade in our credit rating could negatively affect our ability to access capital or could increase our borrowing costs;
|
•
|
Events or circumstances could occur which could create bad publicity for us or for types of merchandise offered in our stores which may negatively impact our business results including our sales;
|
•
|
Infringement of our intellectual property, including the Big Lots trademarks, could dilute their value; and
|
•
|
Other risks described from time to time in our filings with the SEC.
|
State
|
Stores Owned
|
|
Arizona
|
2
|
|
California
|
38
|
|
Colorado
|
3
|
|
Florida
|
3
|
|
Louisiana
|
1
|
|
Michigan
|
1
|
|
New Mexico
|
2
|
|
Ohio
|
1
|
|
Texas
|
3
|
|
Total
|
54
|
|
Location
|
Year Opened
|
Total Square Footage
|
Number of Stores Served
|
|
|
(Square footage in thousands)
|
|
Rancho Cucamonga, CA
|
1984
|
1,423
|
262
|
Columbus, OH
|
1989
|
3,559
|
326
|
Montgomery, AL
|
1996
|
1,411
|
302
|
Tremont, PA
|
2000
|
1,295
|
333
|
Durant, OK
|
2004
|
1,297
|
209
|
Total
|
|
8,985
|
1,432
|
Name
|
Age
|
Offices Held
|
Officer Since
|
David J. Campisi
|
61
|
Chief Executive Officer and President
|
2013
|
Lisa M. Bachmann
|
55
|
Executive Vice President, Chief Merchandising and Operating Officer
|
2002
|
Timothy A. Johnson
|
49
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
2004
|
Michael A. Schlonsky
|
50
|
Executive Vice President, Human Resources and Store Operations
|
2000
|
Ronald A. Robins, Jr.
|
53
|
Senior Vice President, General Counsel and Corporate Secretary
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
High
|
|
Low
|
|
High
|
|
Low
|
||||||||
First Quarter
|
$
|
47.95
|
|
|
$
|
35.86
|
|
|
$
|
51.11
|
|
|
$
|
44.45
|
|
Second Quarter
|
53.95
|
|
|
41.61
|
|
|
48.53
|
|
|
41.37
|
|
||||
Third Quarter
|
56.30
|
|
|
42.40
|
|
|
50.15
|
|
|
39.77
|
|
||||
Fourth Quarter
|
$
|
56.54
|
|
|
$
|
42.58
|
|
|
$
|
48.14
|
|
|
$
|
33.78
|
|
|
2016
|
|
2015
|
||||
First Quarter
|
$
|
0.21
|
|
|
$
|
0.19
|
|
Second Quarter
|
0.21
|
|
|
0.19
|
|
||
Third Quarter
|
0.21
|
|
|
0.19
|
|
||
Fourth Quarter
|
0.21
|
|
|
0.19
|
|
||
Total
|
$
|
0.84
|
|
|
$
|
0.76
|
|
(1)
|
In November 2016, December 2016, and January 2017, in connection with the vesting of certain outstanding restricted stock awards and restricted stock units, we acquired 45, 143, and 94 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.
|
|
Indexed Returns
|
|||||||||||||||||
|
Years Ended
|
|||||||||||||||||
|
Base Period
|
|
|
|
|
|
||||||||||||
|
January
|
January
|
January
|
January
|
January
|
January
|
||||||||||||
Company / Index
|
2012
|
2013
|
2014
|
2015
|
2016
|
2017
|
||||||||||||
Big Lots, Inc.
|
$
|
100.00
|
|
$
|
80.85
|
|
$
|
66.98
|
|
$
|
116.12
|
|
$
|
99.75
|
|
$
|
127.31
|
|
S&P 500 Index
|
100.00
|
|
117.60
|
|
141.66
|
|
161.82
|
|
160.74
|
|
194.28
|
|
||||||
S&P 500 Retailing Index
|
$
|
100.00
|
|
$
|
127.09
|
|
$
|
159.31
|
|
$
|
191.32
|
|
$
|
223.45
|
|
$
|
264.90
|
|
|
Fiscal Year
|
||||||||||||||
(In thousands, except per share amounts and store counts)
|
2016
(a)
|
2015
(a)
|
2014
(a)
|
2013
(a)
|
2012
(b)
|
||||||||||
Net sales
|
$
|
5,200,439
|
|
$
|
5,190,582
|
|
$
|
5,177,078
|
|
$
|
5,124,755
|
|
$
|
5,212,318
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,101,020
|
|
3,123,396
|
|
3,133,124
|
|
3,117,386
|
|
3,157,632
|
|
|||||
Gross margin
|
2,099,419
|
|
2,067,186
|
|
2,043,954
|
|
2,007,369
|
|
2,054,686
|
|
|||||
Selling and administrative expenses
|
1,731,006
|
|
1,708,717
|
|
1,699,764
|
|
1,664,031
|
|
1,639,770
|
|
|||||
Depreciation expense
|
120,440
|
|
122,737
|
|
119,702
|
|
113,228
|
|
103,146
|
|
|||||
Operating profit
|
247,973
|
|
235,732
|
|
224,488
|
|
230,110
|
|
311,770
|
|
|||||
Interest expense
|
(5,091
|
)
|
(3,683
|
)
|
(2,588
|
)
|
(3,293
|
)
|
(4,184
|
)
|
|||||
Other income (expense)
|
1,359
|
|
(5,199
|
)
|
—
|
|
(12
|
)
|
2
|
|
|||||
Income from continuing operations before income taxes
|
244,241
|
|
226,850
|
|
221,900
|
|
226,805
|
|
307,588
|
|
|||||
Income tax expense
|
91,458
|
|
83,842
|
|
85,239
|
|
85,515
|
|
117,071
|
|
|||||
Income from continuing operations
|
152,783
|
|
143,008
|
|
136,661
|
|
141,290
|
|
190,517
|
|
|||||
Income (loss) from discontinued operations, net of tax
|
45
|
|
(135
|
)
|
(22,385
|
)
|
(15,995
|
)
|
(13,396
|
)
|
|||||
Net income
|
$
|
152,828
|
|
$
|
142,873
|
|
$
|
114,276
|
|
$
|
125,295
|
|
$
|
177,121
|
|
Earnings per common share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.49
|
|
$
|
2.46
|
|
$
|
3.18
|
|
Discontinued operations
|
—
|
|
—
|
|
(0.41
|
)
|
(0.28
|
)
|
(0.22
|
)
|
|||||
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.08
|
|
$
|
2.18
|
|
$
|
2.96
|
|
Earnings per common share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.32
|
|
$
|
2.81
|
|
$
|
2.46
|
|
$
|
2.44
|
|
$
|
3.15
|
|
Discontinued operations
|
—
|
|
—
|
|
(0.40
|
)
|
(0.28
|
)
|
(0.22
|
)
|
|||||
|
$
|
3.32
|
|
$
|
2.80
|
|
$
|
2.06
|
|
$
|
2.16
|
|
$
|
2.93
|
|
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||||||
Basic
|
45,316
|
|
50,517
|
|
54,935
|
|
57,415
|
|
59,852
|
|
|||||
Diluted
|
45,974
|
|
50,964
|
|
55,552
|
|
57,958
|
|
60,476
|
|
|||||
Cash dividends declared per common share
|
$
|
0.84
|
|
$
|
0.76
|
|
$
|
0.51
|
|
$
|
—
|
|
$
|
—
|
|
Balance sheet data:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,607,707
|
|
$
|
1,640,370
|
|
$
|
1,635,891
|
|
$
|
1,739,599
|
|
$
|
1,753,626
|
|
Working capital
|
315,784
|
|
315,984
|
|
411,446
|
|
483,833
|
|
423,300
|
|
|||||
Cash and cash equivalents
|
51,164
|
|
54,144
|
|
52,261
|
|
68,629
|
|
60,581
|
|
|||||
Long-term obligations under bank credit facility
|
106,400
|
|
62,300
|
|
62,100
|
|
77,000
|
|
171,200
|
|
|||||
Shareholders’ equity
|
$
|
650,630
|
|
$
|
720,470
|
|
$
|
789,550
|
|
$
|
901,427
|
|
$
|
758,142
|
|
Cash flow data:
|
|
|
|
|
|
||||||||||
Cash provided by operating activities
|
$
|
311,925
|
|
$
|
342,352
|
|
$
|
318,562
|
|
$
|
198,334
|
|
$
|
281,133
|
|
Cash used in investing activities
|
$
|
(84,701
|
)
|
$
|
(113,193
|
)
|
$
|
(90,749
|
)
|
$
|
(97,495
|
)
|
$
|
(130,357
|
)
|
Store data:
|
|
|
|
|
|
||||||||||
Total gross square footage
|
44,570
|
|
44,914
|
|
45,134
|
|
45,708
|
|
45,505
|
|
|||||
Total selling square footage
|
31,519
|
|
31,775
|
|
32,006
|
|
32,732
|
|
32,623
|
|
|||||
Stores open at end of the fiscal year
|
1,432
|
|
1,449
|
|
1,460
|
|
1,493
|
|
1,495
|
|
(a)
|
The period presented is comprised of 52 weeks.
|
(b)
|
The period presented is comprised of 53 weeks.
|
•
|
Net sales increased $9.9 million, or 0.2%.
|
•
|
Comparable store sales for stores open at least fifteen months, including e-commerce, increased $45.8 million, or 0.9%.
|
•
|
Gross margin dollars increased $32.2 million with a 60 basis point increase in gross margin rate to 40.4% of sales.
|
•
|
Selling and administrative expenses increased $22.3 million. As a percentage of net sales, selling and administrative expenses increased 40 basis points to 33.3% of net sales.
|
•
|
Operating profit rate increased 30 basis points to 4.8%.
|
•
|
Diluted earnings per share from continuing operations increased 18.2% to $3.32 per share, compared to $2.81 per share in 2015.
|
•
|
Our return on invested capital increased to 19.0% from 16.6%.
|
•
|
Inventory of $858.7 million represented an $8.7 million increase, or 1.0%, from
2015
.
|
•
|
We acquired approximately 5.6 million of our outstanding common shares for $250.0 million, under our 2016 Repurchase Program (as defined below in “Capital Resources and Liquidity”), at a weighted average price of $44.72 per share.
|
•
|
We declared and paid four quarterly cash dividends in the amount of $0.21 per common share, for a total paid amount of approximately $38.5 million.
|
|
2016
|
2015
|
2014
|
|||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
59.6
|
|
60.2
|
|
60.5
|
|
Gross margin
|
40.4
|
|
39.8
|
|
39.5
|
|
Selling and administrative expenses
|
33.3
|
|
32.9
|
|
32.8
|
|
Depreciation expense
|
2.3
|
|
2.4
|
|
2.3
|
|
Operating profit
|
4.8
|
|
4.5
|
|
4.3
|
|
Interest expense
|
(0.1
|
)
|
(0.1
|
)
|
(0.0
|
)
|
Other income (expense)
|
0.0
|
|
(0.1
|
)
|
0.0
|
|
Income from continuing operations before income taxes
|
4.7
|
|
4.4
|
|
4.3
|
|
Income tax expense
|
1.8
|
|
1.6
|
|
1.6
|
|
Income from continuing operations
|
2.9
|
|
2.8
|
|
2.6
|
|
Loss from discontinued operations, net of tax
|
0.0
|
|
(0.0
|
)
|
(0.4
|
)
|
Net income
|
2.9
|
%
|
2.8
|
%
|
2.2
|
%
|
•
|
Earnings per diluted share from continuing operations to be $3.95 to $4.10.
|
•
|
Comparable store sales increase 1% to 2%.
|
•
|
Opening 20 new stores and closing 40 stores.
|
•
|
Cash flow (operating activities less investing activities) of approximately $180 to $190 million.
|
•
|
Cash returned to shareholders of approximately $195 million, through our quarterly dividend program and the 2017 Repurchase Program.
|
•
|
Our Furniture category primarily focuses on our core customer’s home furnishing needs, such as upholstery, mattresses, ready-to-assemble, and case goods. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, everyday value offerings, and our in-store availability. A significant majority of our offerings in this category consists of replenishable products sourced either from recognized brand-name manufacturers or sold under our own brands. Our long-standing relationships with certain brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with them to create product offerings specifically for our stores, which enables us to provide a high-quality product at a competitive price. Additionally, we believe our ability to carry in-stock inventory of our core furniture offerings that is available to take home at the end of our customer’s shopping experience positively differentiates us from our competition.
|
•
|
Our Food and Consumables categories focus primarily on catering to our core customer’s daily essentials, or “need, use, buy most” items, by providing significant value and consistency of product offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, marketing or packaging changes, or a new product launch that has underperformed. We believe our vendor relationships along with our size and financial strength afford us these opportunities. We have expanded and improved the consistency of our offerings in these categories to supplement our closeout strategy.
|
•
|
Our Soft Home and Hard Home categories address our core customer’s cooking and living essentials, such as tabletop, bedding, and bath, as well as their home-related discretionary items, such as small appliances, home fashion, and accents. We believe that our competitive advantage in the Soft Home and Hard Home categories is based on the quality, brand, fashion, and value of our merchandise offerings, with a particular focus on value and savings. In these categories, our merchandise mix is comprised of replenishable products or assortments we develop with our vendors. Our closeout penetration in these categories is significantly lower than in our Food and Consumables categories. Over the past few years, we have amplified our assortment in Soft Home by allocating more selling space to the category to support a wider range of fashion-based products that our core customer uses to decorate her home.
|
•
|
Our Seasonal and Electronics, Toys, & Accessories categories focus on our core customer’s discretionary purchases, such as patio furniture, summer outdoor décor, and Christmas trim. We generally work with vendors to develop product offerings for our stores based on our market evaluations, as closeouts are not always practicable from an availability or timing perspective. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. During the past few years, we have amplified our assortment of our Seasonal offerings, particularly patio furniture and summer outdoor décor, while we have “edited” our assortment of offerings in our Electronics, Toys, & Accessories categories in response to reduced customer demand for our selection.
|
•
|
Redefining roles and responsibilities of our store associates by delineating our team into two primary areas - customer service and replenishment - which narrows the responsibilities of, and provides greater focus to, our team members.
|
•
|
Implementing a new scheduling system focused on ensuring adequate staffing levels during Jennifer’s core shopping windows.
|
•
|
Standardizing our training program for our furniture sales managers to improve the consistency of the Furniture category shopping experience in our stores.
|
•
|
Expanding the size of our Furniture departments in many stores to enable Jennifer to navigate our furniture department more freely.
|
•
|
Refining our product adjacencies to provide a more cohesive shopping experience with our complementary Soft Home and Hard Home product offerings.
|
•
|
Completing full chain roll outs of private label credit card and furniture coverage / warranty programs, which provide access to revolving credit, through a third party, for use on both larger ticket items and daily purchases and a method for obtaining multi-year warranty coverage for furniture purchases.
|
•
|
Promoting our Easy Leasing lease-to-own program, which provides a single use opportunity for access to third-party financing.
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,195,365
|
|
23.0
|
%
|
|
$
|
1,135,757
|
|
21.9
|
%
|
|
$
|
59,608
|
|
5.2
|
%
|
|
5.7
|
%
|
Food
|
830,508
|
|
16.0
|
|
|
845,541
|
|
16.3
|
|
|
(15,033
|
)
|
(1.8
|
)
|
|
(1.0
|
)
|
|||
Consumables
|
823,482
|
|
15.8
|
|
|
832,345
|
|
16.0
|
|
|
(8,863
|
)
|
(1.1
|
)
|
|
(0.2
|
)
|
|||
Soft Home
|
743,359
|
|
14.3
|
|
|
710,821
|
|
13.7
|
|
|
32,538
|
|
4.6
|
|
|
5.4
|
|
|||
Seasonal
|
739,106
|
|
14.2
|
|
|
725,238
|
|
14.0
|
|
|
13,868
|
|
1.9
|
|
|
2.6
|
|
|||
Hard Home
|
437,575
|
|
8.4
|
|
|
477,451
|
|
9.2
|
|
|
(39,876
|
)
|
(8.4
|
)
|
|
(7.5
|
)
|
|||
Electronics, Toys, & Accessories
|
431,044
|
|
8.3
|
|
|
463,429
|
|
8.9
|
|
|
(32,385
|
)
|
(7.0
|
)
|
|
(6.5
|
)
|
|||
Net sales
|
$
|
5,200,439
|
|
100.0
|
%
|
|
$
|
5,190,582
|
|
100.0
|
%
|
|
$
|
9,857
|
|
0.2
|
%
|
|
0.9
|
%
|
(In thousands)
|
2015
|
|
2014
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
1,135,757
|
|
21.9
|
%
|
|
$
|
1,051,165
|
|
20.3
|
%
|
|
$
|
84,592
|
|
8.0
|
%
|
|
8.8
|
%
|
Food
|
845,541
|
|
16.3
|
|
|
821,915
|
|
15.9
|
|
|
23,626
|
|
2.9
|
|
|
4.6
|
|
|||
Consumables
|
832,345
|
|
16.0
|
|
|
839,310
|
|
16.2
|
|
|
(6,965
|
)
|
(0.8
|
)
|
|
1.1
|
|
|||
Seasonal
|
725,238
|
|
14.0
|
|
|
732,323
|
|
14.1
|
|
|
(7,085
|
)
|
(1.0
|
)
|
|
0.6
|
|
|||
Soft Home
|
710,821
|
|
13.7
|
|
|
683,448
|
|
13.2
|
|
|
27,373
|
|
4.0
|
|
|
5.8
|
|
|||
Hard Home
|
477,451
|
|
9.2
|
|
|
510,095
|
|
9.9
|
|
|
(32,644
|
)
|
(6.4
|
)
|
|
(4.5
|
)
|
|||
Electronics, Toys, & Accessories
|
463,429
|
|
8.9
|
|
|
538,822
|
|
10.4
|
|
|
(75,393
|
)
|
(14.0
|
)
|
|
(12.5
|
)
|
|||
Net sales
|
$
|
5,190,582
|
|
100.0
|
%
|
|
$
|
5,177,078
|
|
100.0
|
%
|
|
$
|
13,504
|
|
0.3
|
%
|
|
1.8
|
%
|
(In thousands)
|
2016
|
|
2015
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
311,925
|
|
|
$
|
342,352
|
|
|
$
|
(30,427
|
)
|
Net cash used in investing activities
|
(84,701
|
)
|
|
(113,193
|
)
|
|
28,492
|
|
|||
Net cash used in financing activities
|
$
|
(230,204
|
)
|
|
$
|
(227,276
|
)
|
|
$
|
(2,928
|
)
|
|
Payments Due by Period
(1)
|
||||||||||||||
|
|
Less than
|
|
|
More than
|
||||||||||
(In thousands)
|
Total
|
1 year
|
1 to 3 years
|
3 to 5 years
|
5 years
|
||||||||||
Obligations under bank credit facility
(2)
|
$
|
106,545
|
|
$
|
145
|
|
$
|
—
|
|
$
|
106,400
|
|
$
|
—
|
|
Operating lease obligations
(3) (4)
|
1,383,629
|
|
329,701
|
|
526,329
|
|
303,396
|
|
224,203
|
|
|||||
Capital lease obligations
(4)
|
22,613
|
|
5,481
|
|
8,846
|
|
7,781
|
|
505
|
|
|||||
Purchase obligations
(4) (5)
|
649,905
|
|
562,451
|
|
77,526
|
|
8,966
|
|
962
|
|
|||||
Other long-term liabilities
(6)
|
69,230
|
|
10,422
|
|
12,537
|
|
12,537
|
|
33,734
|
|
|||||
Total contractual obligations
|
$
|
2,231,922
|
|
$
|
908,200
|
|
$
|
625,238
|
|
$
|
439,080
|
|
$
|
259,404
|
|
(1)
|
The disclosure of contractual obligations in this table is based on assumptions and estimates that we believe to be reasonable as of the date of this report. Those assumptions and estimates may prove to be inaccurate; consequently, the amounts provided in the table may differ materially from those amounts that we ultimately incur. Variables that may cause the stated amounts to vary from the amounts actually incurred include, but are not limited to: the termination of a contractual obligation prior to its stated or anticipated expiration; fees or damages incurred as a result of the premature termination or breach of a contractual obligation; the acquisition of more or less services or goods under a contractual obligation than are anticipated by us as of the date of this report; fluctuations in third party fees, governmental charges, or market rates that we are obligated to pay under contracts we have with certain vendors; and the exercise of renewal options under, or the automatic renewal of, contracts that provide for the same.
|
(2)
|
Obligations under the bank credit facility consist of the borrowings outstanding under the 2011 Credit Agreement, and the associated accrued interest of $0.1 million. In addition, we had outstanding letters of credit totaling
$61.6 million
at
January 28, 2017
. The outstanding letters of credit represent stand-by letters of credit and we do not expect to meet the conditions requiring significant cash payments on these letters of credit; accordingly, they have been excluded from this table. For a further discussion, see note 3 to the accompanying consolidated financial statements.
|
(3)
|
Operating lease obligations include, among other items, leases for retail stores, offices, and certain computer and other business equipment. The future minimum commitments for retail store and office operating leases are
$1,082.5 million
. For a further discussion of leases, see note 5 to the accompanying consolidated financial statements. Many of the store lease obligations require us to pay for our applicable portion of CAM, real estate taxes, and property insurance. In connection with our store lease obligations, we estimated that future obligations for CAM, real estate taxes, and property insurance were $300.9 million at
January 28, 2017
. We have made certain assumptions and estimates in order to account for our contractual obligations relative to CAM, real estate taxes, and property insurance. Those assumptions and estimates include, but are not limited to: use of historical data to estimate our future obligations; calculation of our obligations based on comparable store averages where no historical data is available for a particular leasehold; and assumptions related to average expected increases over historical data.
|
(4)
|
For purposes of the lease and purchase obligation disclosures, we have assumed that we will make all payments scheduled or reasonably estimated to be made under those obligations that have a determinable expiration date, and we disregarded the possibility that such obligations may be prematurely terminated or extended, whether automatically by the terms of the obligation or by agreement between us and the counterparty, due to the speculative nature of premature termination or extension. Where an operating lease or purchase obligation is subject to a month-to-month term or another automatically renewing term, we included in the table our minimum commitment under such obligation, such as one month in the case of a month-to-month obligation and the then-current term in the case of another automatically renewing term, due to the uncertainty of future decisions to exercise options to extend or terminate any existing leases.
|
(5)
|
Purchase obligations include outstanding purchase orders for merchandise issued in the ordinary course of our business that are valued at
$416.5 million
, the entirety of which represents obligations due within one year of
January 28, 2017
. In addition, we have purchase commitments for future inventory purchases totaling
$26.6 million
at
January 28, 2017
. While we are not required to meet any periodic minimum purchase requirements under this commitment, we have included, for purposes of this tabular disclosure, the value of the purchases that we anticipate making during each of the reported periods as purchases that will count toward our fulfillment of the aggregate obligation. The remaining
$206.8 million
of purchase obligations is primarily related to distribution and transportation, information technology, print advertising, energy procurement, and other store security, supply, and maintenance commitments.
|
(6)
|
Other long-term liabilities include $24.4 million for obligations related to our nonqualified deferred compensation plan and $4.2 million for unrecognized tax benefits. We have estimated the payments due by period for the nonqualified deferred compensation plan based on an average of historical distributions. We have included unrecognized tax benefits of $3.6 million for payments expected in 2017 and $0.6 million of timing-related income tax uncertainties anticipated to reverse in 2018. Unrecognized tax benefits in the amount of $15.3 million have been excluded from the table because we are unable to make a reasonably reliable estimate of the timing of future payments.
|
Calendar Year of Maturity
|
|
Diesel Fuel Derivatives
|
|
Fair Value
|
||||||
|
Puts
|
|
Calls
|
|
Asset (Liability)
|
|||||
|
|
(Gallons, in thousands)
|
|
(In thousands)
|
||||||
2017
|
|
3,225
|
|
|
3,225
|
|
|
$
|
(853
|
)
|
2018
|
|
1,200
|
|
|
1,200
|
|
|
(155
|
)
|
|
2019
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
4,425
|
|
|
4,425
|
|
|
$
|
(1,008
|
)
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (In thousands, except per share amounts) |
|
2016
|
2015
|
2014
|
||||||
Net sales
|
$
|
5,200,439
|
|
$
|
5,190,582
|
|
$
|
5,177,078
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
3,101,020
|
|
3,123,396
|
|
3,133,124
|
|
|||
Gross margin
|
2,099,419
|
|
2,067,186
|
|
2,043,954
|
|
|||
Selling and administrative expenses
|
1,731,006
|
|
1,708,717
|
|
1,699,764
|
|
|||
Depreciation expense
|
120,440
|
|
122,737
|
|
119,702
|
|
|||
Operating profit
|
247,973
|
|
235,732
|
|
224,488
|
|
|||
Interest expense
|
(5,091
|
)
|
(3,683
|
)
|
(2,588
|
)
|
|||
Other income (expense)
|
1,359
|
|
(5,199
|
)
|
—
|
|
|||
Income from continuing operations before income taxes
|
244,241
|
|
226,850
|
|
221,900
|
|
|||
Income tax expense
|
91,458
|
|
83,842
|
|
85,239
|
|
|||
Income from continuing operations
|
152,783
|
|
143,008
|
|
136,661
|
|
|||
Income (loss) from discontinued operations, net of tax (expense) benefit of $(14), $(135), and $13,852, respectively
|
45
|
|
(135
|
)
|
(22,385
|
)
|
|||
Net income
|
$
|
152,828
|
|
$
|
142,873
|
|
$
|
114,276
|
|
|
|
|
|
||||||
Earnings per common share - basic
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.49
|
|
Discontinued operations
|
—
|
|
—
|
|
(0.41
|
)
|
|||
|
$
|
3.37
|
|
$
|
2.83
|
|
$
|
2.08
|
|
|
|
|
|
||||||
Earnings per common share - diluted
|
|
|
|
|
|
|
|||
Continuing operations
|
$
|
3.32
|
|
$
|
2.81
|
|
$
|
2.46
|
|
Discontinued operations
|
—
|
|
—
|
|
(0.40
|
)
|
|||
|
$
|
3.32
|
|
$
|
2.80
|
|
$
|
2.06
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.84
|
|
$
|
0.76
|
|
$
|
0.51
|
|
|
|
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (In thousands) |
|
2016
|
2015
|
2014
|
||||||
Net income
|
$
|
152,828
|
|
$
|
142,873
|
|
$
|
114,276
|
|
Other comprehensive income (loss):
|
|
|
|
||||||
Foreign currency translation
|
—
|
|
—
|
|
5,022
|
|
|||
Amortization of pension, net of tax benefit of $(886), $(702), and $(579), respectively
|
1,355
|
|
1,119
|
|
884
|
|
|||
Valuation adjustment of pension, net of tax (benefit) expense of $(9,556), $1,530, and $4,613, respectively
|
14,622
|
|
(2,440
|
)
|
(7,051
|
)
|
|||
Total other comprehensive income (loss)
|
15,977
|
|
(1,321
|
)
|
(1,145
|
)
|
|||
Comprehensive income
|
$
|
168,805
|
|
$
|
141,552
|
|
$
|
113,131
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
|
|
January 28, 2017
|
|
January 30, 2016
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
51,164
|
|
|
$
|
54,144
|
|
Inventories
|
858,689
|
|
|
849,982
|
|
||
Other current assets
|
84,526
|
|
|
90,306
|
|
||
Total current assets
|
994,379
|
|
|
994,432
|
|
||
Property and equipment - net
|
525,851
|
|
|
559,924
|
|
||
Deferred income taxes
|
46,469
|
|
|
47,739
|
|
||
Other assets
|
41,008
|
|
|
38,275
|
|
||
Total assets
|
$
|
1,607,707
|
|
|
$
|
1,640,370
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
400,495
|
|
|
$
|
382,277
|
|
Property, payroll, and other taxes
|
81,306
|
|
|
76,568
|
|
||
Accrued operating expenses
|
71,251
|
|
|
81,756
|
|
||
Insurance reserves
|
40,269
|
|
|
40,661
|
|
||
Accrued salaries and wages
|
54,009
|
|
|
72,250
|
|
||
Income taxes payable
|
31,265
|
|
|
24,936
|
|
||
Total current liabilities
|
678,595
|
|
|
678,448
|
|
||
Long-term obligations
|
106,400
|
|
|
62,300
|
|
||
Deferred rent
|
56,035
|
|
|
59,454
|
|
||
Insurance reserves
|
56,593
|
|
|
58,359
|
|
||
Unrecognized tax benefits
|
15,853
|
|
|
17,789
|
|
||
Other liabilities
|
43,601
|
|
|
43,550
|
|
||
Shareholders’ equity:
|
|
|
|
|
|
||
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued
|
—
|
|
|
—
|
|
||
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 44,259 shares and 49,101 shares, respectively
|
1,175
|
|
|
1,175
|
|
||
Treasury shares - 73,236 shares and 68,394 shares, respectively, at cost
|
(2,291,379
|
)
|
|
(2,063,091
|
)
|
||
Additional paid-in capital
|
617,516
|
|
|
588,124
|
|
||
Retained earnings
|
2,323,318
|
|
|
2,210,239
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
(15,977
|
)
|
||
Total shareholders’ equity
|
650,630
|
|
|
720,470
|
|
||
Total liabilities and shareholders’ equity
|
$
|
1,607,707
|
|
|
$
|
1,640,370
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (In thousands) |
|
Common
|
Treasury
|
Additional
Paid-In
Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance - February 1, 2014
|
57,548
|
|
$
|
1,175
|
|
59,947
|
|
$
|
(1,670,041
|
)
|
$
|
562,447
|
|
$
|
2,021,357
|
|
$
|
(13,511
|
)
|
$
|
901,427
|
|
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
114,276
|
|
(1,145
|
)
|
113,131
|
|
||||||
Dividends declared ($0.51 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(28,533
|
)
|
—
|
|
(28,533
|
)
|
||||||
Purchases of common shares
|
(6,122
|
)
|
—
|
|
6,122
|
|
(250,671
|
)
|
—
|
|
—
|
|
—
|
|
(250,671
|
)
|
||||||
Exercise of stock options
|
1,389
|
|
—
|
|
(1,389
|
)
|
39,440
|
|
3,166
|
|
—
|
|
—
|
|
42,606
|
|
||||||
Restricted shares vested
|
70
|
|
—
|
|
(70
|
)
|
1,995
|
|
(1,995
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
25
|
|
—
|
|
(25
|
)
|
716
|
|
(716
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
994
|
|
—
|
|
—
|
|
994
|
|
||||||
Share activity related to deferred compensation plan
|
2
|
|
—
|
|
(2
|
)
|
38
|
|
24
|
|
—
|
|
—
|
|
62
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
10,534
|
|
—
|
|
—
|
|
10,534
|
|
||||||
Balance - January 31, 2015
|
52,912
|
|
1,175
|
|
64,583
|
|
(1,878,523
|
)
|
574,454
|
|
2,107,100
|
|
(14,656
|
)
|
789,550
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
142,873
|
|
(1,321
|
)
|
141,552
|
|
||||||
Dividends declared ($0.76 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,734
|
)
|
—
|
|
(39,734
|
)
|
||||||
Purchases of common shares
|
(4,403
|
)
|
—
|
|
4,403
|
|
(201,867
|
)
|
—
|
|
—
|
|
—
|
|
(201,867
|
)
|
||||||
Exercise of stock options
|
450
|
|
—
|
|
(450
|
)
|
13,149
|
|
3,134
|
|
—
|
|
—
|
|
16,283
|
|
||||||
Restricted shares vested
|
128
|
|
—
|
|
(128
|
)
|
3,747
|
|
(3,747
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
687
|
|
—
|
|
—
|
|
687
|
|
||||||
Share activity related to deferred compensation plan
|
1
|
|
—
|
|
(1
|
)
|
19
|
|
4
|
|
—
|
|
—
|
|
23
|
|
||||||
Other
|
13
|
|
—
|
|
(13
|
)
|
384
|
|
113
|
|
—
|
|
—
|
|
497
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
13,479
|
|
—
|
|
—
|
|
13,479
|
|
||||||
Balance - January 30, 2016
|
49,101
|
|
1,175
|
|
68,394
|
|
(2,063,091
|
)
|
588,124
|
|
2,210,239
|
|
(15,977
|
)
|
720,470
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
152,828
|
|
15,977
|
|
168,805
|
|
||||||
Dividends declared ($0.84 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(39,749
|
)
|
—
|
|
(39,749
|
)
|
||||||
Purchases of common shares
|
(5,685
|
)
|
—
|
|
5,685
|
|
(254,304
|
)
|
—
|
|
—
|
|
—
|
|
(254,304
|
)
|
||||||
Exercise of stock options
|
573
|
|
—
|
|
(573
|
)
|
17,834
|
|
3,822
|
|
—
|
|
—
|
|
21,656
|
|
||||||
Restricted shares vested
|
252
|
|
—
|
|
(252
|
)
|
7,649
|
|
(7,649
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
13
|
|
—
|
|
(13
|
)
|
394
|
|
(394
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
510
|
|
—
|
|
—
|
|
510
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
3
|
|
6
|
|
—
|
|
—
|
|
9
|
|
||||||
Other
|
5
|
|
—
|
|
(5
|
)
|
136
|
|
68
|
|
—
|
|
—
|
|
204
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
33,029
|
|
—
|
|
—
|
|
33,029
|
|
||||||
Balance - January 28, 2017
|
44,259
|
|
$
|
1,175
|
|
73,236
|
|
$
|
(2,291,379
|
)
|
$
|
617,516
|
|
$
|
2,323,318
|
|
$
|
—
|
|
$
|
650,630
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (In thousands) |
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
152,828
|
|
|
$
|
142,873
|
|
|
$
|
114,276
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
||||
Depreciation and amortization expense
|
108,315
|
|
|
108,054
|
|
|
105,849
|
|
|||
Deferred income taxes
|
(9,171
|
)
|
|
(617
|
)
|
|
22,628
|
|
|||
Non-cash share-based compensation expense
|
33,029
|
|
|
13,479
|
|
|
10,534
|
|
|||
Excess tax benefit from share-based awards
|
(1,111
|
)
|
|
(1,330
|
)
|
|
(3,776
|
)
|
|||
Non-cash impairment charge
|
100
|
|
|
386
|
|
|
3,532
|
|
|||
(Gain) loss on disposition of property and equipment
|
(2,899
|
)
|
|
1,464
|
|
|
2,759
|
|
|||
Unrealized (gain) loss on fuel derivatives
|
(3,657
|
)
|
|
4,665
|
|
|
—
|
|
|||
Pension expense, net of contributions
|
6,644
|
|
|
(5,312
|
)
|
|
4,190
|
|
|||
Change in assets and liabilities, excluding effects of foreign currency adjustments:
|
|
|
|
|
|
|
|
||||
Inventories
|
(8,707
|
)
|
|
1,687
|
|
|
63,336
|
|
|||
Accounts payable
|
18,217
|
|
|
23,345
|
|
|
(6,864
|
)
|
|||
Current income taxes
|
12,391
|
|
|
29,305
|
|
|
(21,549
|
)
|
|||
Other current assets
|
34
|
|
|
(12,189
|
)
|
|
3,181
|
|
|||
Other current liabilities
|
(4,789
|
)
|
|
22,282
|
|
|
20,718
|
|
|||
Other assets
|
(3,976
|
)
|
|
3,806
|
|
|
3,206
|
|
|||
Other liabilities
|
14,677
|
|
|
10,454
|
|
|
(3,458
|
)
|
|||
Net cash provided by operating activities
|
311,925
|
|
|
342,352
|
|
|
318,562
|
|
|||
Investing activities:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(89,782
|
)
|
|
(125,989
|
)
|
|
(93,460
|
)
|
|||
Cash proceeds from sale of property and equipment
|
5,061
|
|
|
12,773
|
|
|
2,783
|
|
|||
Other
|
20
|
|
|
23
|
|
|
(72
|
)
|
|||
Net cash used in investing activities
|
(84,701
|
)
|
|
(113,193
|
)
|
|
(90,749
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
|
|
|||
Net proceeds from (repayments of) borrowings under bank credit facility
|
44,100
|
|
|
200
|
|
|
(14,900
|
)
|
|||
Payment of capital lease obligations
|
(4,514
|
)
|
|
(4,433
|
)
|
|
(2,365
|
)
|
|||
Dividends paid
|
(38,466
|
)
|
|
(38,530
|
)
|
|
(27,828
|
)
|
|||
Proceeds from the exercise of stock options
|
21,656
|
|
|
16,283
|
|
|
42,606
|
|
|||
Excess tax benefit from share-based awards
|
1,111
|
|
|
1,330
|
|
|
3,776
|
|
|||
Payment for treasury shares acquired
|
(254,304
|
)
|
|
(201,867
|
)
|
|
(250,671
|
)
|
|||
Deferred bank credit facility fees paid
|
—
|
|
|
(779
|
)
|
|
—
|
|
|||
Other
|
213
|
|
|
520
|
|
|
62
|
|
|||
Net cash used in financing activities
|
(230,204
|
)
|
|
(227,276
|
)
|
|
(249,320
|
)
|
|||
Impact of foreign currency on cash
|
—
|
|
|
—
|
|
|
5,139
|
|
|||
(Decrease) increase in cash and cash equivalents
|
(2,980
|
)
|
|
1,883
|
|
|
(16,368
|
)
|
|||
Cash and cash equivalents:
|
|
|
|
|
|
|
|
|
|||
Beginning of year
|
54,144
|
|
|
52,261
|
|
|
68,629
|
|
|||
End of year
|
$
|
51,164
|
|
|
$
|
54,144
|
|
|
$
|
52,261
|
|
Land improvements
|
15 years
|
Buildings
|
40 years
|
Leasehold improvements
|
5 years
|
Store fixtures and equipment
|
5 - 7 years
|
Distribution and transportation fixtures and equipment
|
5 - 15 years
|
Office and computer equipment
|
5 years
|
Computer software costs
|
5 - 8 years
|
Company vehicles
|
3 years
|
(In thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|||
Cash paid for interest, including capital leases
|
$
|
4,486
|
|
|
$
|
3,204
|
|
|
$
|
1,921
|
|
Cash paid for income taxes, excluding impact of refunds
|
$
|
103,323
|
|
|
$
|
56,158
|
|
|
$
|
69,919
|
|
Gross proceeds from borrowings under the bank credit facility
|
$
|
1,673,700
|
|
|
$
|
1,588,200
|
|
|
$
|
1,550,900
|
|
Gross payments of borrowings under the bank credit facility
|
$
|
1,629,600
|
|
|
$
|
1,588,000
|
|
|
$
|
1,565,800
|
|
Non-cash activity:
|
|
|
|
|
|
|
|
|
|||
Assets acquired under capital leases
|
$
|
286
|
|
|
$
|
10,180
|
|
|
$
|
20,982
|
|
Accrued property and equipment
|
$
|
9,295
|
|
|
$
|
9,808
|
|
|
$
|
10,974
|
|
Cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Net cash used in operating activities, discontinued operations
|
$
|
(448
|
)
|
|
$
|
(2,846
|
)
|
|
$
|
(48,339
|
)
|
Net cash provided by investing activities, discontinued operations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
522
|
|
(In thousands)
|
January 28, 2017
|
January 30, 2016
|
||||
Land and land improvements
|
$
|
50,906
|
|
$
|
51,523
|
|
Buildings and leasehold improvements
|
853,324
|
|
840,931
|
|
||
Fixtures and equipment
|
743,212
|
|
737,169
|
|
||
Computer software costs
|
165,209
|
|
132,101
|
|
||
Construction-in-progress
|
18,653
|
|
30,974
|
|
||
Property and equipment - cost
|
1,831,304
|
|
1,792,698
|
|
||
Less accumulated depreciation and amortization
|
1,305,453
|
|
1,232,774
|
|
||
Property and equipment - net
|
$
|
525,851
|
|
$
|
559,924
|
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Minimum rents
|
$
|
321,248
|
|
$
|
314,605
|
|
$
|
314,276
|
|
Contingent rents
|
607
|
|
637
|
|
312
|
|
|||
Total rent expense
|
$
|
321,855
|
|
$
|
315,242
|
|
$
|
314,588
|
|
Fiscal Year
|
(In thousands)
|
|
|
2017
|
$
|
256,400
|
|
2018
|
223,827
|
|
|
2019
|
182,186
|
|
|
2020
|
138,449
|
|
|
2021
|
93,174
|
|
|
Thereafter
|
188,496
|
|
|
Total leases
|
$
|
1,082,532
|
|
Fiscal Year
|
(In thousands)
|
|
|
2017
|
$
|
5,481
|
|
2018
|
4,423
|
|
|
2019
|
4,423
|
|
|
2020
|
4,423
|
|
|
2021
|
3,358
|
|
|
Thereafter
|
505
|
|
|
Total lease payments
|
$
|
22,613
|
|
Less amount to discount to present value
|
(2,368
|
)
|
|
Capital lease obligation per balance sheet
|
$
|
20,245
|
|
(In millions)
|
2016
|
2015
|
2014
|
|||
Antidilutive stock options excluded from dilutive share calculation
|
—
|
|
0.1
|
|
1.1
|
|
|
Dividends
Per Share |
|
Amount Declared
|
|
Amount Paid
|
||||||
2015:
|
|
|
(In thousands)
|
|
(In thousands)
|
||||||
First quarter
|
$
|
0.19
|
|
|
$
|
10,479
|
|
|
$
|
10,197
|
|
Second quarter
|
0.19
|
|
|
10,069
|
|
|
9,734
|
|
|||
Third quarter
|
0.19
|
|
|
9,549
|
|
|
9,267
|
|
|||
Fourth quarter
|
0.19
|
|
|
9,637
|
|
|
9,332
|
|
|||
Total
|
$
|
0.76
|
|
|
$
|
39,734
|
|
|
$
|
38,530
|
|
2016:
|
|
|
(In thousands)
|
|
(In thousands)
|
||||||
First quarter
|
$
|
0.21
|
|
|
$
|
10,616
|
|
|
$
|
10,597
|
|
Second quarter
|
0.21
|
|
|
9,674
|
|
|
9,282
|
|
|||
Third quarter
|
0.21
|
|
|
9,699
|
|
|
9,290
|
|
|||
Fourth quarter
|
0.21
|
|
|
9,760
|
|
|
9,297
|
|
|||
Total
|
$
|
0.84
|
|
|
$
|
39,749
|
|
|
$
|
38,466
|
|
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding non-vested restricted stock at February 1, 2014
|
664,101
|
|
$
|
38.34
|
|
Granted
|
317,641
|
|
37.81
|
|
|
Vested
|
(70,155
|
)
|
34.54
|
|
|
Forfeited
|
(166,782
|
)
|
39.87
|
|
|
Outstanding non-vested restricted stock at January 31, 2015
|
744,805
|
|
$
|
38.13
|
|
Granted
|
217,767
|
|
49.00
|
|
|
Vested
|
(128,140
|
)
|
38.42
|
|
|
Forfeited
|
(49,283
|
)
|
40.28
|
|
|
Outstanding non-vested restricted stock at January 30, 2016
|
785,149
|
|
$
|
40.96
|
|
Granted
|
261,792
|
|
45.62
|
|
|
Vested
|
(252,156
|
)
|
42.03
|
|
|
Forfeited
|
(23,264
|
)
|
43.63
|
|
|
Outstanding non-vested restricted stock at January 28, 2017
|
771,521
|
|
$
|
42.12
|
|
Issue Year
|
Outstanding PSUs at
January 28, 2017 |
Actual Grant Date
|
Expected Valuation (Grant) Date
|
Actual or Expected Expense Period
|
|
2014
|
360,357
|
|
March 2016
|
|
Fiscal 2016
|
2015
|
259,042
|
|
|
March 2017
|
Fiscal 2017
|
2016
|
352,196
|
|
|
March 2018
|
Fiscal 2018
|
Total
|
971,595
|
|
|
|
|
|
PSUs, excluding 2013 CEO PSUs
|
||||
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding PSUs at January 30, 2016
|
—
|
|
$
|
—
|
|
Granted
|
379,794
|
|
41.04
|
|
|
Vested
|
—
|
|
—
|
|
|
Forfeited
|
(19,437
|
)
|
41.04
|
|
|
Outstanding PSUs at January 28, 2017
|
360,357
|
|
$
|
41.04
|
|
Range of Prices
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
Greater Than
|
|
Less Than or Equal to
|
|
Options Outstanding
|
|
Weighted-Average Remaining Life (Years)
|
Weighted-Average Exercise Price
|
|
Options Exercisable
|
Weighted-Average Exercise Price
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
$
|
20.01
|
|
|
$
|
30.00
|
|
|
10,000
|
|
|
0.7
|
$
|
28.22
|
|
|
10,000
|
|
$
|
28.22
|
|
30.01
|
|
|
40.00
|
|
|
313,125
|
|
|
3.1
|
35.67
|
|
|
141,186
|
|
35.37
|
|
||||
$
|
40.01
|
|
|
$
|
50.00
|
|
|
266,550
|
|
|
1.7
|
42.77
|
|
|
266,550
|
|
42.77
|
|
||
|
|
|
|
589,675
|
|
|
2.5
|
$
|
38.75
|
|
|
417,736
|
|
$
|
39.92
|
|
|
Number of Options
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value (000's)
|
|||||
Outstanding stock options at February 1, 2014
|
3,377,303
|
|
$
|
34.88
|
|
|
|
||
Exercised
|
(1,389,040
|
)
|
30.67
|
|
|
|
|||
Forfeited
|
(285,050
|
)
|
39.19
|
|
|
|
|||
Outstanding stock options at January 31, 2015
|
1,703,213
|
|
$
|
37.59
|
|
|
|
||
Exercised
|
(450,136
|
)
|
36.17
|
|
|
|
|||
Forfeited
|
(78,175
|
)
|
35.84
|
|
|
|
|||
Outstanding stock options at January 30, 2016
|
1,174,902
|
|
$
|
38.26
|
|
|
|
||
Exercised
|
(572,727
|
)
|
37.81
|
|
|
|
|||
Forfeited
|
(12,500
|
)
|
35.83
|
|
|
|
|||
Outstanding stock options at January 28, 2017
|
589,675
|
|
$
|
38.75
|
|
2.5
|
$
|
5,846
|
|
Vested or expected to vest at January 28, 2017
|
588,733
|
|
$
|
38.76
|
|
2.5
|
$
|
5,835
|
|
Exercisable at January 28, 2017
|
417,736
|
|
$
|
39.92
|
|
2.1
|
$
|
3,655
|
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Total intrinsic value of stock options exercised
|
$
|
7,392
|
|
$
|
5,980
|
|
$
|
18,614
|
|
Total fair value of restricted stock vested
|
$
|
11,510
|
|
$
|
6,259
|
|
$
|
2,825
|
|
Total fair value of performance shares vested
|
$
|
621
|
|
$
|
—
|
|
$
|
1,143
|
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Service cost - benefits earned in the period
|
$
|
—
|
|
$
|
1,923
|
|
$
|
1,951
|
|
Interest cost on projected benefit obligation
|
879
|
|
2,444
|
|
3,218
|
|
|||
Expected investment return on plan assets
|
(1,536
|
)
|
(2,628
|
)
|
(3,219
|
)
|
|||
Amortization of prior service cost
|
—
|
|
4
|
|
(34
|
)
|
|||
Amortization of actuarial loss
|
2,241
|
|
1,817
|
|
1,497
|
|
|||
Curtailment loss
|
—
|
|
191
|
|
—
|
|
|||
Settlement loss
|
24,483
|
|
1,912
|
|
1,868
|
|
|||
Net periodic pension cost
|
$
|
26,067
|
|
$
|
5,663
|
|
$
|
5,281
|
|
|
2016
|
2015
|
2014
|
|||
Discount rate
|
1.2
|
%
|
3.3
|
%
|
5.0
|
%
|
Rate of increase in compensation levels
|
—
|
%
|
2.8
|
%
|
3.0
|
%
|
Expected long-term rate of return
|
2.8
|
%
|
5.2
|
%
|
6.0
|
%
|
|
|
2015
|
|
Discount rate
|
|
1.2
|
%
|
(In thousands)
|
January 28, 2017
|
January 30, 2016
|
||||
Change in projected benefit obligation:
|
|
|
||||
Projected benefit obligation at beginning of year
|
$
|
75,411
|
|
$
|
78,187
|
|
Service cost
|
—
|
|
1,923
|
|
||
Interest cost
|
879
|
|
2,444
|
|
||
Plan curtailments
|
—
|
|
(7,291
|
)
|
||
Benefits and settlements paid
|
(77,264
|
)
|
(7,564
|
)
|
||
Actuarial loss
|
974
|
|
7,712
|
|
||
Projected benefit obligation at end of year
|
$
|
—
|
|
$
|
75,411
|
|
|
|
|
||||
Change in plan assets:
|
|
|
||||
Fair market value at beginning of year
|
$
|
55,636
|
|
$
|
55,292
|
|
Actual return on plan assets
|
2,393
|
|
(3,025
|
)
|
||
Employer contributions
|
19,235
|
|
10,933
|
|
||
Benefits and settlements paid
|
(77,264
|
)
|
(7,564
|
)
|
||
Fair market value at end of year
|
$
|
—
|
|
$
|
55,636
|
|
|
|
|
||||
Under funded and net amount recognized
|
$
|
—
|
|
$
|
(19,774
|
)
|
|
|
|
||||
Amounts recognized in the consolidated balance sheets consist of:
|
|
|
||||
Current liabilities
|
$
|
—
|
|
$
|
(19,774
|
)
|
Net amount recognized
|
$
|
—
|
|
$
|
(19,774
|
)
|
(In thousands)
|
2016
|
2015
|
||||
Unrecognized actuarial loss
|
$
|
—
|
|
$
|
(26,418
|
)
|
Accumulated other comprehensive loss, pretax
|
$
|
—
|
|
$
|
(26,418
|
)
|
|
Pension Plan
|
|
Supplemental Pension Plan
|
||||||||||
(In thousands)
|
January 28, 2017
|
January 30, 2016
|
|
January 28, 2017
|
January 30, 2016
|
||||||||
Projected benefit obligation
|
$
|
—
|
|
$
|
70,046
|
|
|
$
|
—
|
|
$
|
5,365
|
|
Accumulated benefit obligation
|
—
|
|
70,046
|
|
|
—
|
|
5,365
|
|
||||
Fair market value of plan assets
|
$
|
—
|
|
$
|
55,636
|
|
|
$
|
—
|
|
$
|
—
|
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Current:
|
|
|
|
||||||
U.S. Federal
|
$
|
87,522
|
|
$
|
73,421
|
|
$
|
74,235
|
|
U.S. State and local
|
13,124
|
|
10,660
|
|
12,840
|
|
|||
Total current tax expense
|
100,646
|
|
84,081
|
|
87,075
|
|
|||
Deferred:
|
|
|
|
||||||
U.S. Federal
|
(7,979
|
)
|
56
|
|
(2,022
|
)
|
|||
U.S. State and local
|
(1,209
|
)
|
(295
|
)
|
186
|
|
|||
Total deferred tax expense
|
(9,188
|
)
|
(239
|
)
|
(1,836
|
)
|
|||
Income tax provision
|
$
|
91,458
|
|
$
|
83,842
|
|
$
|
85,239
|
|
|
2016
|
2015
|
2014
|
|||
Statutory federal income tax rate
|
35.0
|
%
|
35.0
|
%
|
35.0
|
%
|
Effect of:
|
|
|
|
|||
State and local income taxes, net of federal tax benefit
|
3.2
|
|
3.0
|
|
3.8
|
|
Work opportunity tax and other employment tax credits
|
(1.1
|
)
|
(1.1
|
)
|
(0.7
|
)
|
Valuation allowance
|
—
|
|
—
|
|
—
|
|
Other, net
|
0.4
|
|
0.1
|
|
0.3
|
|
Effective income tax rate
|
37.5
|
%
|
37.0
|
%
|
38.4
|
%
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Income taxes paid
|
$
|
103,323
|
|
$
|
56,158
|
|
$
|
69,919
|
|
Income taxes refunded
|
(16,187
|
)
|
(818
|
)
|
(135
|
)
|
|||
Net income taxes paid
|
$
|
87,136
|
|
$
|
55,340
|
|
$
|
69,784
|
|
(In thousands)
|
January 28, 2017
|
January 30, 2016
|
||||
Deferred tax assets:
|
|
|
||||
Compensation related
|
$
|
39,616
|
|
$
|
31,478
|
|
Workers’ compensation and other insurance reserves
|
32,194
|
|
33,531
|
|
||
Accrued rent
|
22,259
|
|
23,540
|
|
||
Uniform inventory capitalization
|
18,648
|
|
18,488
|
|
||
Depreciation and fixed asset basis differences
|
10,095
|
|
10,523
|
|
||
Accrued state taxes
|
7,157
|
|
7,119
|
|
||
State tax credits, net of federal tax benefit
|
3,844
|
|
4,253
|
|
||
Accrued operating liabilities
|
2,056
|
|
2,189
|
|
||
Pension plans
|
—
|
|
7,815
|
|
||
Other
|
17,138
|
|
19,775
|
|
||
Valuation allowances
|
(2,087
|
)
|
(2,419
|
)
|
||
Total deferred tax assets
|
150,920
|
|
156,292
|
|
||
Deferred tax liabilities:
|
|
|
||||
Accelerated depreciation and fixed asset basis differences
|
71,155
|
|
70,698
|
|
||
Lease construction reimbursements
|
15,682
|
|
15,602
|
|
||
Prepaid expenses
|
6,553
|
|
6,625
|
|
||
Workers’ compensation and other insurance reserves
|
3,482
|
|
4,329
|
|
||
Other
|
7,579
|
|
11,299
|
|
||
Total deferred tax liabilities
|
104,451
|
|
108,553
|
|
||
Net deferred tax assets
|
$
|
46,469
|
|
$
|
47,739
|
|
(In thousands)
|
2016
|
2015
|
2014
|
||||||
Unrecognized tax benefits - beginning of year
|
$
|
13,772
|
|
$
|
14,922
|
|
$
|
16,650
|
|
Gross increases - tax positions in current year
|
822
|
|
939
|
|
898
|
|
|||
Gross increases - tax positions in prior period
|
171
|
|
872
|
|
820
|
|
|||
Gross decreases - tax positions in prior period
|
(80
|
)
|
(430
|
)
|
(2,418
|
)
|
|||
Settlements
|
(236
|
)
|
(732
|
)
|
(488
|
)
|
|||
Lapse of statute of limitations
|
(1,328
|
)
|
(1,799
|
)
|
(566
|
)
|
|||
Foreign currency translation
|
—
|
|
—
|
|
26
|
|
|||
Unrecognized tax benefits - end of year
|
$
|
13,121
|
|
$
|
13,772
|
|
$
|
14,922
|
|
(In thousands)
|
January 28, 2017
|
January 30, 2016
|
Diesel fuel collars (in gallons)
|
4,425
|
8,175
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Canadian operations
|
|
$
|
91
|
|
|
$
|
165
|
|
|
$
|
(35,998
|
)
|
Other
|
|
(32
|
)
|
|
(165
|
)
|
|
(239
|
)
|
|||
Total income (loss) from discontinued operations, pretax
|
|
$
|
59
|
|
|
$
|
—
|
|
|
$
|
(36,237
|
)
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,040
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
|
—
|
|
|
3
|
|
|
3,356
|
|
|||
Gross margin
|
|
—
|
|
|
(3
|
)
|
|
2,684
|
|
|||
Selling and administrative expenses
|
|
(62
|
)
|
|
(224
|
)
|
|
33,419
|
|
|||
Depreciation expense
|
|
—
|
|
|
—
|
|
|
2
|
|
|||
Operating profit (loss)
|
|
62
|
|
|
221
|
|
|
(30,737
|
)
|
|||
Interest expense
|
|
—
|
|
|
—
|
|
|
(18
|
)
|
|||
Other income (expense)
|
|
29
|
|
|
(56
|
)
|
|
(5,243
|
)
|
|||
Income (loss) from discontinued operations before income taxes
|
|
91
|
|
|
165
|
|
|
(35,998
|
)
|
|||
Income tax expense (benefit)
|
|
14
|
|
|
206
|
|
|
(13,771
|
)
|
|||
Income (loss) from discontinued operations
|
|
$
|
77
|
|
|
$
|
(41
|
)
|
|
$
|
(22,227
|
)
|
(In thousands)
|
Foreign currency translation
|
|
Pension Plan
|
|
Total accumulated other comprehensive loss
|
||||||
Balance at February 1, 2014
|
$
|
(5,022
|
)
|
|
$
|
(8,489
|
)
|
|
$
|
(13,511
|
)
|
Other comprehensive income (loss) before reclassifications
|
(39
|
)
|
|
(8,180
|
)
|
|
(8,219
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
5,061
|
|
|
2,013
|
|
|
7,074
|
|
|||
Period change
|
5,022
|
|
|
(6,167
|
)
|
|
(1,145
|
)
|
|||
Balance at January 31, 2015
|
—
|
|
|
(14,656
|
)
|
|
(14,656
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(3,730
|
)
|
|
(3,730
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
2,409
|
|
|
2,409
|
|
|||
Period change
|
—
|
|
|
(1,321
|
)
|
|
(1,321
|
)
|
|||
Balance at January 30, 2016
|
—
|
|
|
(15,977
|
)
|
|
(15,977
|
)
|
|||
Other comprehensive income (loss) before reclassifications
|
—
|
|
|
(185
|
)
|
|
(185
|
)
|
|||
Amounts reclassified from accumulated other comprehensive loss
|
—
|
|
|
16,162
|
|
|
16,162
|
|
|||
Period change
|
—
|
|
|
15,977
|
|
|
15,977
|
|
|||
Balance at January 28, 2017
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
(In thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Furniture
|
|
$
|
1,195,365
|
|
|
$
|
1,135,757
|
|
|
$
|
1,051,165
|
|
Food
|
|
830,508
|
|
|
845,541
|
|
|
821,915
|
|
|||
Consumables
|
|
823,482
|
|
|
832,345
|
|
|
839,310
|
|
|||
Soft Home
|
|
743,359
|
|
|
710,821
|
|
|
683,448
|
|
|||
Seasonal
|
|
739,106
|
|
|
725,238
|
|
|
732,323
|
|
|||
Hard Home
|
|
437,575
|
|
|
477,451
|
|
|
510,095
|
|
|||
Electronics, Toys, & Accessories
|
|
431,044
|
|
|
463,429
|
|
|
538,822
|
|
|||
Net sales
|
|
$
|
5,200,439
|
|
|
$
|
5,190,582
|
|
|
$
|
5,177,078
|
|
Fiscal Year 2016
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,312,575
|
|
$
|
1,203,155
|
|
$
|
1,105,498
|
|
$
|
1,579,211
|
|
$
|
5,200,439
|
|
Gross margin
|
517,681
|
|
486,423
|
|
441,992
|
|
653,323
|
|
2,099,419
|
|
|||||
Income (loss) from continuing operations
|
38,613
|
|
22,737
|
|
1,356
|
|
90,077
|
|
152,783
|
|
|||||
Income (loss) from discontinued operations
|
46
|
|
(22
|
)
|
20
|
|
1
|
|
45
|
|
|||||
Net income (loss)
|
38,659
|
|
22,715
|
|
1,376
|
|
90,078
|
|
152,828
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.80
|
|
$
|
0.51
|
|
$
|
0.03
|
|
$
|
2.04
|
|
$
|
3.37
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.80
|
|
$
|
0.51
|
|
$
|
0.03
|
|
$
|
2.04
|
|
$
|
3.37
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.79
|
|
$
|
0.51
|
|
$
|
0.03
|
|
$
|
1.99
|
|
$
|
3.32
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.79
|
|
$
|
0.50
|
|
$
|
0.03
|
|
$
|
1.99
|
|
$
|
3.32
|
|
|
|
|
|
|
|
||||||||||
Fiscal Year 2015
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands, except per share amounts) (a)
|
|
|
|
|
|||||||||||
Net sales
|
$
|
1,280,455
|
|
$
|
1,209,686
|
|
$
|
1,116,474
|
|
$
|
1,583,967
|
|
$
|
5,190,582
|
|
Gross margin
|
504,116
|
|
475,834
|
|
440,007
|
|
647,229
|
|
2,067,186
|
|
|||||
Income (loss) from continuing operations
|
32,308
|
|
17,711
|
|
(1,703
|
)
|
94,692
|
|
143,008
|
|
|||||
(Loss) income from discontinued operations
|
(95
|
)
|
(75
|
)
|
195
|
|
(160
|
)
|
(135
|
)
|
|||||
Net income (loss)
|
32,213
|
|
17,636
|
|
(1,508
|
)
|
94,532
|
|
142,873
|
|
|||||
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - basic:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.61
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.93
|
|
$
|
2.83
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.61
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.93
|
|
$
|
2.83
|
|
|
|
|
|
|
|
||||||||||
Earnings (loss) per share - diluted:
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
0.60
|
|
$
|
0.35
|
|
$
|
(0.03
|
)
|
$
|
1.91
|
|
$
|
2.81
|
|
Discontinued operations
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
|
$
|
0.60
|
|
$
|
0.34
|
|
$
|
(0.03
|
)
|
$
|
1.91
|
|
$
|
2.80
|
|
(a)
|
Earnings per share calculations for each fiscal quarter are based on the applicable weighted-average shares outstanding for each period and the sum of the earnings per share for the four fiscal quarters may not necessarily be equal to the full year earnings per share amount.
|
Fiscal Year 2016
|
First
|
Second
|
Third
|
Fourth
|
Year
|
||||||||||
(In thousands)
|
|
|
|
|
|
||||||||||
Furniture
|
$
|
357,057
|
|
$
|
249,276
|
|
$
|
272,639
|
|
$
|
316,393
|
|
$
|
1,195,365
|
|
Food
|
202,480
|
|
189,199
|
|
199,063
|
|
239,766
|
|
830,508
|
|
|||||
Consumables
|
196,301
|
|
203,096
|
|
198,907
|
|
225,178
|
|
823,482
|
|
|||||
Soft Home
|
183,925
|
|
166,566
|
|
178,632
|
|
214,236
|
|
743,359
|
|
|||||
Seasonal
|
184,636
|
|
216,493
|
|
77,183
|
|
260,794
|
|
739,106
|
|
|||||
Hard Home
|
99,958
|
|
101,251
|
|
98,140
|
|
138,226
|
|
437,575
|
|
|||||
Electronics, Toys, & Accessories
|
88,218
|
|
77,274
|
|
80,934
|
|
184,618
|
|
431,044
|
|
|||||
Net Sales
|
$
|
1,312,575
|
|
$
|
1,203,155
|
|
$
|
1,105,498
|
|
$
|
1,579,211
|
|
$
|
5,200,439
|
|
Reports of Independent Registered Public Accounting Firm
|
|
Consolidated Statements of Operations
|
|
Consolidated Statements of Comprehensive Income
|
|
Consolidated Balance Sheets
|
|
Consolidated Statements of Shareholders' Equity
|
|
Consolidated Statements of Cash Flows
|
|
Notes to Consolidated Financial Statements
|
Exhibit No.
|
Document
|
2
|
Agreement of Merger (incorporated herein by reference to Exhibit 2 to our Form 10-Q for the quarter ended May 5, 2001).
|
3.1
|
Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3(a) to our Form 10-Q for the quarter ended May 5, 2001).
|
3.2
|
Amendment to the Amended Articles of Incorporation of Big Lots, Inc. (incorporated herein by reference to Exhibit 3.1 to our Form 8-K dated May 27, 2010).
|
3.3
|
Code of Regulations (incorporated herein by reference to Exhibit 3(b) to our Form 10-Q for the quarter ended May 5, 2001).
|
4
|
Specimen Common Share Certificate (incorporated herein by reference to Exhibit 4(a) to our Form 10-K for the year ended February 2, 2002).
|
10.1
|
Big Lots 2005 Long-Term Incentive Plan, as amended and restated effective May 27, 2010 (incorporated herein by reference to Exhibit 4.4 to our Form S-8 dated March 3, 2011).
|
10.2
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated February 21, 2006).
|
10.3
|
Form of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated March 4, 2009).
|
10.4
|
Form of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 4, 2009).
|
10.5
|
Big Lots 2012 Long-Term Incentive Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 29, 2014).
|
10.6
|
Form of Big Lots 2012 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 23, 2012).
|
10.7
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated May 23, 2012).
|
10.8
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Retention Award Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-K for the year ended February 2, 2013).
|
10.9
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Award Agreement for Nonemployee Directors (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated May 23, 2012).
|
10.10
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.9 to our Form 8-K dated April 29, 2013).
|
10.11
|
Form of Big Lots 2012 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 4, 2015).
|
10.12
|
Form of Big Lots 2012 Long-Term Incentive Plan Restricted Stock Units Award Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 4, 2015).
|
10.13*
|
Form of Big Lots 2012 Long-Term Incentive Plan Deferral Election Form and Deferred Stock Units Award Agreement for Non-Employee Directors.
|
10.14
|
Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10 to our Post-Effective Amendment No. 1 to Form S-8).
|
10.15
|
Form of Option Award Agreement under the Big Lots, Inc. Amended and Restated Director Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated September 9, 2004).
|
10.16
|
Big Lots 2006 Bonus Plan, as amended and restated effective May 29, 2014 (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated May 29, 2014).
|
10.17
|
Big Lots Savings Plan (incorporated herein by reference to Exhibit 10.8 to our Form 10-K for the year ended January 29, 2005).
|
10.18
|
Big Lots Supplemental Savings Plan, as amended and restated effective December 31, 2015.
|
10.19
|
Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10(m) to our Form 10-K for the year ended January 31, 2004).
|
10.20
|
First Amendment to Big Lots Executive Benefit Plan (incorporated herein by reference to Exhibit 10.11 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.21
|
Executive Employment Agreement with David J. Campisi (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated March 17, 2015).
|
10.22
|
Second Amended and Restated Employment Agreement with Lisa M. Bachmann (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated April 29, 2013).
|
10.23
|
Form of Indemnification Agreement (incorporated herein by reference to Exhibit 10.12 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.24
|
Form of Executive Severance Agreement (incorporated herein by reference to Exhibit 10.13 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.25
|
Form of Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.14 to our Form 10-Q for the quarter ended November 1, 2008).
|
10.26
|
Big Lots Executive Severance Plan (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated August 28, 2014).
|
10.27
|
Form of Big Lots Executive Severance Plan Acknowledgement and Agreement (incorporated by reference to Exhibit 10.2 to our Form 8-K dated August 28, 2014).
|
10.28
|
Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated July 22, 2011).
|
10.29
|
First Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc. and Big Lots Canada, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 30, 2013).
|
10.30
|
Second Amendment to Credit Agreement among Big Lots, Inc., Big Lots Stores, Inc., as borrowers, the Guarantors named therein, and the Banks named therein (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 28, 2015).
|
10.31
|
Security Agreement between Big Lots Stores, Inc. and Big Lots Capital, Inc. (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated October 29, 2004).
|
10.32
|
Stock Purchase Agreement between KB Acquisition Corporation and Consolidated Stores Corporation (incorporated herein by reference to Exhibit 2(a) to our Form 10-Q for the quarter ended October 28, 2000).
|
10.33
|
Acquisition Agreement between Big Lots, Inc. and Liquidation World Inc. (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated May 26, 2011).
|
10.34
|
Big Lots, Inc. Non-Employee Director Compensation Package and Share Ownership Requirements.
|
21*
|
Subsidiaries.
|
23*
|
Consent of Deloitte & Touche LLP.
|
24*
|
Power of Attorney for Jeffrey P. Berger, James R. Chambers, Marla C. Gottschalk, Cynthia T. Jamison, Philip E. Mallott, Nancy A. Reardon, Wendy L. Schoppert, and Russell E. Solt.
|
31.1*
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2*
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101**
|
XBRL Instance Document.
|
|
BIG LOTS, INC.
|
|
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
By: /s/ David J. Campisi
|
|
/s/ Timothy A. Johnson
|
David J. Campisi
|
|
Timothy A. Johnson
|
Chief Executive Officer and President
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
(Principal Executive Officer)
|
|
(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
|
|
|
|
/s/ Jeffrey P. Berger *
|
|
/s/ Philip E. Mallott *
|
Jeffrey P. Berger
|
|
Philip E. Mallott
|
Director
|
|
Director
|
|
|
|
/s/ James R. Chambers *
|
|
/s/ Nancy A. Reardon *
|
James R. Chambers
|
|
Nancy A. Reardon
|
Director
|
|
Director
|
|
|
|
/s/ Marla C. Gottschalk *
|
|
/s/ Wendy L. Schoppert *
|
Marla C. Gottschalk
|
|
Wendy L. Schoppert
|
Director
|
|
Director
|
|
|
|
/s/ Cynthia T. Jamison *
|
|
/s/ Russell E. Solt *
|
Cynthia T. Jamison
|
|
Russell E. Solt
|
Director
|
|
Director
|
*
|
The above named Directors of the Registrant execute this report by Ronald A. Robins, Jr., their attorney-in-fact, pursuant to the power of attorney executed by the above-named Directors all in the capacities indicated and on the 8
th
day of March 2017, and filed herewith.
|
By: /s/ Ronald A. Robins, Jr.
|
|
Ronald A. Robins, Jr.
|
|
Attorney-in-Fact
|
|
I.
|
Deferral Election Form.
|
A.
|
Participant Information.
|
|
|
Name
(please print)
|
|
|
|
Current Address
|
|
B.
|
Deferral Election.
Please complete this section if you desire to defer all or a portion of any restricted stock you would have been granted by the Company or an Affiliate under the Plan after the Effective Date of this Agreement. This Deferral Election Form must be completed: (i) no later than December 31
st
of the calendar year immediately preceding the Plan Year to which the restricted stock would have been granted; or (ii) in the case of a newly elected Director, within thirty (30) days of the date you first become eligible to participate in the Plan or similar plans of the Company or an Affiliate.
|
C.
|
Time and Form of Distribution.
The election as to the time of distribution will apply only to the DSUs deferred under the Plan for the Plan Year specified in this Deferral Election Form.
|
II.
|
Deferred Stock Unit Agreement
|
A.
|
Definitions
|
B.
|
Description of the DSUs
|
C.
|
Vesting and Settlement of the DSUs
|
D.
|
Your Rights in the DSUs
|
E.
|
Tax Treatment of the DSUs
|
F.
|
No Section 83(b) Election
|
G.
|
General Terms and Conditions
|
Accepted as of
|
|
, 20
|
|
|
BIG LOTS, INC.
|
||
"Participant"
|
|
|
|
|
|
|
|
|
|
|
|
By:
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Name
|
|
Jurisdiction
|
Big Lots Capital, Inc.
|
|
OH
|
Big Lots F&S, Inc.
|
|
OH
|
Big Lots Online LLC
|
|
OH
|
Big Lots Stores, Inc.
|
|
OH
|
BLSI Property, LLC
|
|
DE
|
Capital Retail Systems, Inc.
|
|
OH
|
Closeout Distribution, Inc.
|
|
PA
|
Consolidated Property Holdings, Inc.
|
|
NV
|
CSC Distribution, Inc.
|
|
AL
|
C.S. Ross Company
|
|
OH
|
Durant DC, LLC
|
|
OH
|
Great Basin LLC
|
|
DE
|
Industrial Products of New England, Inc.
|
|
ME
|
Mac Frugal's Bargains Close‑outs Inc.
|
|
DE
|
Midwestern Home Products, Inc.
|
|
DE
|
PNS Stores, Inc.
|
|
CA
|
Sahara LLC
|
|
DE
|
Sonoran LLC
|
|
DE
|
Tool and Supply Company of New England, Inc.
|
|
DE
|
West Coast Liquidators, Inc.
|
|
CA
|
Barn Acquisition Corporation
|
|
DE
|
Fashion Barn, Inc.
|
|
NY
|
Fashion Barn of Oklahoma, Inc.
|
|
OK
|
Fashion Bonanza, Inc.
|
|
NY
|
Midwestern Home Products Company, Ltd.
|
|
OH
|
Rogers Fashion Industries, Inc.
|
|
NY
|
SS Investments Corporation
|
|
DE
|
BLC LLC
|
|
DE
|
Liquidation Services, Inc.
|
|
DE
|
Liquidation World U.S.A. Holding Corp.
|
|
DE
|
Liquidation World U.S.A Inc.
|
|
DE
|
LQW Traders Inc.
|
|
DE
|
North American Solutions, Inc.
|
|
DE
|
Talon Wholesale, Inc.
|
|
DE
|
Big Lots eCommerce LLC
|
|
OH
|
AVDC, Inc.
|
|
IL
|
1)
|
Post-Effective Amendment No. 1 to Registration Statement No. 33-42502 on Form S-8 pertaining to Big Lots, Inc. Director Stock Option Plan;
|
2)
|
Post-Effective Amendment No. 1 to Registration Statement No. 33-42692 on Form S-8 pertaining to Big Lots, Inc. Supplemental Savings Plan;
|
3)
|
Post-Effective Amendment No. 2 to Registration Statement No. 33-19309 on Form S-8 pertaining to Big Lots, Inc. Savings Plan;
|
4)
|
Post-Effective Amendment No. 1 to Registration Statement No. 333-32063 on Form S-8 pertaining to Big Lots, Inc. 1996 Performance Incentive Plan;
|
5)
|
Registration Statement No. 333-140181 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
6)
|
Registration Statement No. 333-152481 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
7)
|
Registration Statement No. 333-172592 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan;
|
8)
|
Registration Statement No. 333-179836 on Form S-8 pertaining to the Big Lots 2005 Long-Term Incentive Plan; and
|
9)
|
Registration Statement No. 333-181619 on Form S-8 pertaining to the Big Lots 2012 Long-Term Incentive Plan.
|
/s/ DELOITTE & TOUCHE LLP
|
|
|
|
Dayton, Ohio
|
|
March 28, 2017
|
|
Signature
|
|
Title
|
|
|
|
/s/ Jeffrey P. Berger
|
|
Director
|
Jeffrey P. Berger
|
|
|
|
|
|
/s/ James R. Chambers
|
|
Director
|
James R. Chambers
|
|
|
|
|
|
/s/ Marla C. Gottschalk
|
|
Director
|
Marla C. Gottschalk
|
|
|
|
|
|
/s/ Cynthia T. Jamison
|
|
Director
|
Cynthia T. Jamison
|
|
|
|
|
|
/s/ Philip E. Mallott
|
|
Director
|
Philip E. Mallott
|
|
|
|
|
|
/s/ Nancy A. Reardon
|
|
Director
|
Nancy A. Reardon
|
|
|
|
|
|
/s/ Wendy L. Schoppert
|
|
Director
|
Wendy L. Schoppert
|
|
|
|
|
|
/s/ Russell E. Solt
|
|
Director
|
Russell E. Solt
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Big Lots, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
|
|
1.
|
I have reviewed this annual report on Form 10-K of Big Lots, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
|
By: /s/ Timothy A. Johnson
|
|
Timothy A. Johnson
|
|
Executive Vice President, Chief Administrative Officer
|
|
and Chief Financial Officer
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
By: /s/ David J. Campisi
|
|
David J. Campisi
|
|
Chief Executive Officer and President
|
|
|
(i)
|
the Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
|
(ii)
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
By: /s/ Timothy A. Johnson
|
|
Timothy A. Johnson
|
|
Executive Vice President, Chief Administrative Officer
|
|
and Chief Financial Officer
|