|
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)
|
Large accelerated filer
þ
|
Accelerated filer
o
|
Non-accelerated filer
o
|
Smaller reporting company
o
|
Emerging growth company
o
|
|
|
|
Page
|
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|
|
Item 1.
|
||
|
|
|
a)
|
||
|
|
|
b)
|
||
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|
|
c)
|
||
|
|
|
d)
|
||
|
|
|
e)
|
||
|
|
|
f)
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
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|
|
Item 4.
|
||
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
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|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations (Unaudited) (In thousands, except per share amounts) |
|
Thirteen Weeks Ended
|
|||||
|
April 29, 2017
|
April 30, 2016
|
||||
Net sales
|
$
|
1,296,787
|
|
$
|
1,312,575
|
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
772,512
|
|
794,894
|
|
||
Gross margin
|
524,275
|
|
517,681
|
|
||
Selling and administrative expenses
|
415,972
|
|
425,403
|
|
||
Depreciation expense
|
28,595
|
|
29,719
|
|
||
Operating profit
|
79,708
|
|
62,559
|
|
||
Interest expense
|
(1,009
|
)
|
(634
|
)
|
||
Other income (expense)
|
(517
|
)
|
764
|
|
||
Income before income taxes
|
78,182
|
|
62,689
|
|
||
Income tax expense
|
26,670
|
|
24,030
|
|
||
Net income
|
$
|
51,512
|
|
$
|
38,659
|
|
|
|
|
||||
Earnings per common share
|
|
|
|
|
||
Basic
|
$
|
1.16
|
|
$
|
0.80
|
|
Diluted
|
$
|
1.15
|
|
$
|
0.79
|
|
|
|
|
||||
Weighted-average common shares outstanding
|
|
|
|
|
||
Basic
|
44,361
|
|
48,466
|
|
||
Dilutive effect of share-based awards
|
367
|
|
422
|
|
||
Diluted
|
44,728
|
|
48,888
|
|
||
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.25
|
|
$
|
0.21
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Unaudited) (In thousands) |
|
Thirteen Weeks Ended
|
|||||
|
April 29, 2017
|
April 30, 2016
|
||||
Net income
|
$
|
51,512
|
|
$
|
38,659
|
|
Other comprehensive income:
|
|
|
||||
Amortization of pension, net of tax expense of $0 and $(245), respectively
|
—
|
|
375
|
|
||
Valuation adjustment of pension, net of tax expense of $0 and $(551), respectively
|
—
|
|
841
|
|
||
Total other comprehensive income
|
—
|
|
1,216
|
|
||
Comprehensive income
|
$
|
51,512
|
|
$
|
39,875
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(In thousands, except par value)
|
|
(Unaudited)
|
|
(Unaudited)
|
||||
|
April 29, 2017
|
|
January 28, 2017
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
65,731
|
|
|
$
|
51,164
|
|
Inventories
|
836,121
|
|
|
858,689
|
|
||
Other current assets
|
88,283
|
|
|
84,526
|
|
||
Total current assets
|
990,135
|
|
|
994,379
|
|
||
Property and equipment - net
|
518,820
|
|
|
525,851
|
|
||
Deferred income taxes
|
45,020
|
|
|
46,469
|
|
||
Other assets
|
45,740
|
|
|
41,008
|
|
||
Total assets
|
$
|
1,599,715
|
|
|
$
|
1,607,707
|
|
|
|
|
|
||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
369,135
|
|
|
$
|
400,495
|
|
Property, payroll, and other taxes
|
85,843
|
|
|
81,306
|
|
||
Accrued operating expenses
|
75,525
|
|
|
71,251
|
|
||
Insurance reserves
|
39,893
|
|
|
40,269
|
|
||
Accrued salaries and wages
|
26,856
|
|
|
54,009
|
|
||
Income taxes payable
|
55,059
|
|
|
31,265
|
|
||
Total current liabilities
|
652,311
|
|
|
678,595
|
|
||
Long-term obligations
|
115,700
|
|
|
106,400
|
|
||
Deferred rent
|
56,444
|
|
|
56,035
|
|
||
Insurance reserves
|
57,303
|
|
|
56,593
|
|
||
Unrecognized tax benefits
|
17,423
|
|
|
15,853
|
|
||
Other liabilities
|
46,629
|
|
|
43,601
|
|
||
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 44,114 shares and 44,259 shares, respectively
|
1,175
|
|
|
1,175
|
|
||
Treasury shares - 73,381 shares and 73,236 shares, respectively, at cost
|
(2,313,335
|
)
|
|
(2,291,379
|
)
|
||
Additional paid-in capital
|
602,928
|
|
|
617,516
|
|
||
Retained earnings
|
2,363,137
|
|
|
2,323,318
|
|
||
Accumulated other comprehensive loss
|
—
|
|
|
—
|
|
||
Total shareholders' equity
|
653,905
|
|
|
650,630
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,599,715
|
|
|
$
|
1,607,707
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (Unaudited) (In thousands) |
|
Common
|
Treasury
|
Additional
Paid-In
Capital
|
Retained Earnings
|
Accumulated Other Comprehensive Loss
|
|
||||||||||||||||
|
Shares
|
Amount
|
Shares
|
Amount
|
Total
|
|||||||||||||||||
Balance - January 30, 2016
|
49,101
|
|
$
|
1,175
|
|
68,394
|
|
$
|
(2,063,091
|
)
|
$
|
588,124
|
|
$
|
2,210,239
|
|
$
|
(15,977
|
)
|
$
|
720,470
|
|
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
38,659
|
|
1,216
|
|
39,875
|
|
||||||
Dividends declared ($0.21 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(10,616
|
)
|
—
|
|
(10,616
|
)
|
||||||
Purchases of common shares
|
(3,130
|
)
|
—
|
|
3,130
|
|
(141,441
|
)
|
—
|
|
—
|
|
—
|
|
(141,441
|
)
|
||||||
Exercise of stock options
|
79
|
|
—
|
|
(79
|
)
|
2,381
|
|
351
|
|
—
|
|
—
|
|
2,732
|
|
||||||
Restricted shares vested
|
216
|
|
—
|
|
(216
|
)
|
6,505
|
|
(6,505
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
338
|
|
—
|
|
—
|
|
338
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
3
|
|
9
|
|
—
|
|
—
|
|
12
|
|
||||||
Other
|
4
|
|
—
|
|
(4
|
)
|
136
|
|
68
|
|
—
|
|
—
|
|
204
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
8,500
|
|
—
|
|
—
|
|
8,500
|
|
||||||
Balance - April 30, 2016
|
46,270
|
|
1,175
|
|
71,225
|
|
(2,195,507
|
)
|
590,885
|
|
2,238,282
|
|
(14,761
|
)
|
620,074
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
114,169
|
|
14,761
|
|
128,930
|
|
||||||
Dividends declared ($0.63 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(29,133
|
)
|
—
|
|
(29,133
|
)
|
||||||
Purchases of common shares
|
(2,555
|
)
|
—
|
|
2,555
|
|
(112,863
|
)
|
—
|
|
—
|
|
—
|
|
(112,863
|
)
|
||||||
Exercise of stock options
|
494
|
|
—
|
|
(494
|
)
|
15,453
|
|
3,471
|
|
—
|
|
—
|
|
18,924
|
|
||||||
Restricted shares vested
|
36
|
|
—
|
|
(36
|
)
|
1,144
|
|
(1,144
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
13
|
|
—
|
|
(13
|
)
|
394
|
|
(394
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Tax benefit from share-based awards
|
—
|
|
—
|
|
—
|
|
—
|
|
172
|
|
—
|
|
—
|
|
172
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
—
|
|
(3
|
)
|
||||||
Other
|
1
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
24,529
|
|
—
|
|
—
|
|
24,529
|
|
||||||
Balance - January 28, 2017
|
44,259
|
|
1,175
|
|
73,236
|
|
(2,291,379
|
)
|
617,516
|
|
2,323,318
|
|
—
|
|
650,630
|
|
||||||
Comprehensive income
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
51,512
|
|
—
|
|
51,512
|
|
||||||
Dividends declared ($0.25 per share)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(11,547
|
)
|
—
|
|
(11,547
|
)
|
||||||
Adjustment for ASU 2016-09
|
—
|
|
—
|
|
—
|
|
—
|
|
241
|
|
(146
|
)
|
—
|
|
95
|
|
||||||
Purchases of common shares
|
(992
|
)
|
—
|
|
992
|
|
(48,508
|
)
|
—
|
|
—
|
|
—
|
|
(48,508
|
)
|
||||||
Exercise of stock options
|
105
|
|
—
|
|
(105
|
)
|
3,289
|
|
583
|
|
—
|
|
—
|
|
3,872
|
|
||||||
Restricted shares vested
|
311
|
|
—
|
|
(311
|
)
|
9,741
|
|
(9,741
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Performance shares vested
|
431
|
|
—
|
|
(431
|
)
|
13,523
|
|
(13,523
|
)
|
—
|
|
—
|
|
—
|
|
||||||
Share activity related to deferred compensation plan
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
||||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Share-based employee compensation expense
|
—
|
|
—
|
|
—
|
|
—
|
|
7,852
|
|
—
|
|
—
|
|
7,852
|
|
||||||
Balance - April 29, 2017
|
44,114
|
|
$
|
1,175
|
|
73,381
|
|
$
|
(2,313,335
|
)
|
$
|
602,928
|
|
$
|
2,363,137
|
|
$
|
—
|
|
$
|
653,905
|
|
BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited) (In thousands) |
|
Thirteen Weeks Ended
|
|||||
|
April 29, 2017
|
April 30, 2016
|
||||
Operating activities:
|
|
|
||||
Net income
|
$
|
51,512
|
|
$
|
38,659
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|||
Depreciation and amortization expense
|
26,030
|
|
26,791
|
|
||
Deferred income taxes
|
1,544
|
|
(7,982
|
)
|
||
Loss (gain) on disposition of equipment
|
4
|
|
(44
|
)
|
||
Non-cash share-based compensation expense
|
7,852
|
|
8,500
|
|
||
Excess tax benefit from share-based awards
|
—
|
|
(546
|
)
|
||
Unrealized loss (gain) on fuel derivatives
|
221
|
|
(1,480
|
)
|
||
Pension expense, net of contributions
|
—
|
|
1,393
|
|
||
Change in assets and liabilities, excluding effect of foreign currency adjustments:
|
|
|
|
|
||
Inventories
|
22,569
|
|
42,924
|
|
||
Accounts payable
|
(31,359
|
)
|
(18,805
|
)
|
||
Current income taxes
|
24,848
|
|
5,471
|
|
||
Other current assets
|
(4,816
|
)
|
(1,617
|
)
|
||
Other current liabilities
|
(16,093
|
)
|
(15,077
|
)
|
||
Other assets
|
(4,504
|
)
|
(5,160
|
)
|
||
Other liabilities
|
7,646
|
|
5,584
|
|
||
Net cash provided by operating activities
|
85,454
|
|
78,611
|
|
||
Investing activities:
|
|
|
|
|
||
Capital expenditures
|
(22,125
|
)
|
(18,825
|
)
|
||
Cash proceeds from sale of property and equipment
|
115
|
|
72
|
|
||
Other
|
—
|
|
1
|
|
||
Net cash used in investing activities
|
(22,010
|
)
|
(18,752
|
)
|
||
Financing activities:
|
|
|
|
|
||
Net proceeds from borrowings under bank credit facility
|
9,300
|
|
91,500
|
|
||
Payment of capital lease obligations
|
(857
|
)
|
(1,115
|
)
|
||
Dividends paid
|
(12,683
|
)
|
(10,597
|
)
|
||
Proceeds from the exercise of stock options
|
3,872
|
|
2,732
|
|
||
Excess tax benefit from share-based awards
|
—
|
|
546
|
|
||
Payment for treasury shares acquired
|
(48,508
|
)
|
(132,895
|
)
|
||
Other
|
(1
|
)
|
216
|
|
||
Net cash used in financing activities
|
(48,877
|
)
|
(49,613
|
)
|
||
Increase in cash and cash equivalents
|
14,567
|
|
10,246
|
|
||
Cash and cash equivalents:
|
|
|
|
|
||
Beginning of period
|
51,164
|
|
54,144
|
|
||
End of period
|
$
|
65,731
|
|
$
|
64,390
|
|
|
Thirteen Weeks Ended
|
||||||
(In thousands)
|
April 29, 2017
|
|
April 30, 2016
|
||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||
Cash paid for interest, including capital leases
|
$
|
822
|
|
|
$
|
425
|
|
Cash paid for income taxes, excluding impact of refunds
|
$
|
609
|
|
|
$
|
34,578
|
|
Gross proceeds from borrowings under bank credit facility
|
$
|
365,100
|
|
|
$
|
411,300
|
|
Gross payments of borrowings under bank credit facility
|
$
|
355,800
|
|
|
$
|
319,800
|
|
Non-cash activity:
|
|
|
|
|
|
||
Assets acquired under capital leases
|
$
|
18
|
|
|
$
|
38
|
|
Accrued property and equipment
|
$
|
8,835
|
|
|
$
|
13,057
|
|
Share repurchases payable
|
$
|
—
|
|
|
$
|
8,546
|
|
|
Dividends
Per Share |
|
Amount Declared
|
|
Amount Paid
|
||||||
2017:
|
|
|
(In thousands)
|
|
(In thousands)
|
||||||
First quarter
|
$
|
0.25
|
|
|
$
|
11,547
|
|
|
$
|
12,683
|
|
Total
|
$
|
0.25
|
|
|
$
|
11,547
|
|
|
$
|
12,683
|
|
|
|
|
|
|
|
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding non-vested restricted stock at January 28, 2017
|
771,521
|
|
$
|
42.12
|
|
Granted
|
180,196
|
|
51.49
|
|
|
Vested
|
(311,180
|
)
|
43.27
|
|
|
Forfeited
|
(9,893
|
)
|
42.71
|
|
|
Outstanding non-vested restricted stock at April 29, 2017
|
630,644
|
|
$
|
44.22
|
|
Issue Year
|
Outstanding PSUs at April 29, 2017
|
Actual Grant Date
|
Expected Valuation (Grant) Date
|
Actual or Expected Expense Period
|
|
2015
|
251,312
|
|
March 2017
|
|
Fiscal 2017
|
2016
|
342,150
|
|
|
March 2018
|
Fiscal 2018
|
2017
|
270,427
|
|
|
March 2019
|
Fiscal 2019
|
Total
|
863,889
|
|
|
|
|
|
Number of Shares
|
Weighted Average Grant-Date Fair Value Per Share
|
|||
Outstanding performance share units at January 28, 2017
|
360,357
|
|
$
|
41.04
|
|
Granted
|
259,042
|
|
51.49
|
|
|
Vested
|
(360,357
|
)
|
41.04
|
|
|
Forfeited
|
(7,730
|
)
|
51.49
|
|
|
Outstanding performance share units at April 29, 2017
|
251,312
|
|
$
|
51.49
|
|
|
Number of Options
|
Weighted Average Exercise Price Per Share
|
Weighted Average Remaining Contractual Term (years)
|
Aggregate Intrinsic Value (000's)
|
|||||
Outstanding stock options at January 28, 2017
|
589,675
|
|
$
|
38.75
|
|
|
|
||
Exercised
|
(104,987
|
)
|
36.88
|
|
|
|
|||
Forfeited
|
(5,000
|
)
|
36.93
|
|
|
|
|||
Outstanding stock options at April 29, 2017
|
479,688
|
|
$
|
39.18
|
|
2.2
|
$
|
5,424
|
|
Vested or expected to vest at April 29, 2017
|
479,688
|
|
$
|
39.18
|
|
2.2
|
$
|
5,424
|
|
Exercisable at April 29, 2017
|
425,999
|
|
$
|
39.55
|
|
2.1
|
$
|
4,660
|
|
|
First Quarter
|
||||||
(In thousands)
|
2017
|
|
2016
|
||||
Total intrinsic value of stock options exercised
|
$
|
1,538
|
|
|
$
|
800
|
|
Total fair value of restricted stock vested
|
16,200
|
|
|
9,783
|
|
||
Total fair value of performance shares vested
|
21,026
|
|
|
—
|
|
|
2016
|
|
Discount rate
|
1.2
|
%
|
Expected long-term rate of return
|
2.8
|
%
|
(In thousands)
|
2016
|
||
Interest cost on projected benefit obligation
|
$
|
229
|
|
Expected investment return on plan assets
|
(384
|
)
|
|
Amortization of actuarial loss
|
620
|
|
|
Settlement loss
|
1,116
|
|
|
Net periodic pension cost
|
$
|
1,581
|
|
|
|
First Quarter
|
||||||
(In thousands)
|
|
2017
|
|
2016
|
||||
Furniture
|
|
$
|
362,939
|
|
|
$
|
357,057
|
|
Food
|
|
196,952
|
|
|
202,480
|
|
||
Consumables
|
|
189,793
|
|
|
194,561
|
|
||
Soft Home
|
|
188,074
|
|
|
186,157
|
|
||
Seasonal
|
|
183,751
|
|
|
184,636
|
|
||
Hard Home
|
|
90,519
|
|
|
99,958
|
|
||
Electronics, Toys, & Accessories
|
|
84,759
|
|
|
87,726
|
|
||
Net sales
|
|
$
|
1,296,787
|
|
|
$
|
1,312,575
|
|
|
First Quarter
|
||
(In thousands)
|
2016
|
||
Beginning of period
|
$
|
(15,977
|
)
|
Other comprehensive income before reclassifications
|
167
|
|
|
Amounts reclassified from accumulated other comprehensive loss
|
1,049
|
|
|
Net period change
|
1,216
|
|
|
End of period
|
$
|
(14,761
|
)
|
(In thousands)
|
April 29, 2017
|
|
January 28, 2017
|
||
Diesel Fuel Collars
|
5,900
|
|
|
4,425
|
|
|
|
Amount of Gain (Loss)
|
||||||
(In thousands)
|
|
First Quarter
|
||||||
Derivative Instrument
|
Statements of Operations Location
|
2017
|
|
2016
|
||||
Diesel fuel collars
|
|
|
|
|
||||
Realized
|
Other income (expense)
|
$
|
(285
|
)
|
|
$
|
(510
|
)
|
Unrealized
|
Other income (expense)
|
(221
|
)
|
|
1,480
|
|
||
Total derivative instruments
|
|
$
|
(506
|
)
|
|
$
|
970
|
|
•
|
Net sales decreased $15.8 million, or 1.2%.
|
•
|
Comparable store sales for stores open at least fifteen months, including e-commerce, decreased $11.3 million, or 0.9%.
|
•
|
Gross margin dollars increased $6.6 million with a 100 basis point increase in gross margin rate to 40.4% of sales.
|
•
|
Selling and administrative expenses decreased $9.4 million. As a percentage of net sales, selling and administrative expenses decreased 30 basis points to 32.1% of net sales.
|
•
|
Operating profit rate increased 130 basis points to 6.1%.
|
•
|
Diluted earnings per share increased to $1.15 per share from $0.79 per share.
|
•
|
Inventory increased by 3.6% or $29.1 million to $836.1 million from the first quarter of
2016
.
|
•
|
We acquired 0.7 million of our outstanding common shares for $33.6 million under our 2017 Repurchase Program.
|
•
|
We declared and paid a quarterly cash dividend in the amount of $0.25 per common share in the first quarter of 2017.
|
|
|
2017
|
2016
|
||
Stores open at the beginning of the fiscal year
|
1,432
|
|
1,449
|
|
|
Stores opened during the period
|
2
|
|
1
|
|
|
Stores closed during the period
|
—
|
|
(2
|
)
|
|
|
Stores open at the end of the period
|
1,434
|
|
1,448
|
|
|
First Quarter
|
|||
|
2017
|
2016
|
||
Net sales
|
100.0
|
%
|
100.0
|
%
|
Cost of sales (exclusive of depreciation expense shown separately below)
|
59.6
|
|
60.6
|
|
Gross margin
|
40.4
|
|
39.4
|
|
Selling and administrative expenses
|
32.1
|
|
32.4
|
|
Depreciation expense
|
2.2
|
|
2.3
|
|
Operating profit
|
6.1
|
|
4.8
|
|
Interest expense
|
(0.1
|
)
|
(0.0
|
)
|
Other income (expense)
|
(0.0
|
)
|
0.1
|
|
Income before income taxes
|
6.0
|
|
4.8
|
|
Income tax expense
|
2.1
|
|
1.8
|
|
Net income
|
4.0
|
%
|
2.9
|
%
|
First Quarter
|
|
|
||||||||||||||||||
($ in thousands)
|
2017
|
|
2016
|
|
Change
|
|
Comps
|
|||||||||||||
Furniture
|
$
|
362,939
|
|
28.0
|
%
|
|
$
|
357,057
|
|
27.2
|
%
|
|
$
|
5,882
|
|
1.6
|
%
|
|
1.5
|
%
|
Food
|
196,952
|
|
15.2
|
|
|
202,480
|
|
15.4
|
|
|
(5,528
|
)
|
(2.7
|
)
|
|
(2.0
|
)
|
|||
Consumables
|
189,793
|
|
14.6
|
|
|
194,561
|
|
14.8
|
|
|
(4,768
|
)
|
(2.5
|
)
|
|
(1.5
|
)
|
|||
Soft Home
|
188,074
|
|
14.5
|
|
|
186,157
|
|
14.2
|
|
|
1,917
|
|
1.0
|
|
|
1.8
|
|
|||
Seasonal
|
183,751
|
|
14.2
|
|
|
184,636
|
|
14.1
|
|
|
(885
|
)
|
(0.5
|
)
|
|
0.3
|
|
|||
Hard Home
|
90,519
|
|
7.0
|
|
|
99,958
|
|
7.6
|
|
|
(9,439
|
)
|
(9.4
|
)
|
|
(8.6
|
)
|
|||
Electronics, Toys, & Accessories
|
84,759
|
|
6.5
|
|
|
87,726
|
|
6.7
|
|
|
(2,967
|
)
|
(3.4
|
)
|
|
(5.7
|
)
|
|||
Net sales
|
$
|
1,296,787
|
|
100.0
|
%
|
|
$
|
1,312,575
|
|
100.0
|
%
|
|
$
|
(15,788
|
)
|
(1.2
|
)%
|
|
(0.9
|
)%
|
•
|
Soft Home
experienced increases in net sales and comps which were primarily driven by continued improvement in the product assortment, quality, and perceived value by our customers.
|
•
|
The
Furniture
category experienced increased net sales and comps during the first quarter of 2017, primarily driven by strength in our upholstery department and the positive impact of our Easy Leasing lease-to-own program and our third party, private label credit card offering. The Furniture category's growth was partially tempered by a delay in the timing of tax refund payments until after our February promotional mattress event.
|
•
|
The positive comps in our
Seasonal
category were primarily the result of strength in our summer and spring holiday departments, which was partially offset by unfavorable weather trends in the first quarter of 2017 that impacted our lawn & garden department compared to the favorable weather trends in the first quarter of 2016.
|
•
|
Consumables
experienced a decrease in net sales and comps in numerous departments due to the timing of closeout inventory purchases, which was partially offset by positive comps in our health, beauty, and cosmetics department due to the introduction of an everyday, branded product program.
|
•
|
The
Food
category experienced negative net sales and comps due to merchandising execution, such as product mix imbalances. During the first quarter of 2017, we invested in growing our Food inventory position to address these imbalances in the coming periods.
|
•
|
The negative comps in
Electronics, Toys, & Accessories
were a result of a reduced product offering from our “edit” activities in the electronics department, as we continue to refine our understanding of where we can be successful in this category.
|
•
|
Hard Home
also experienced negative comps as a result of an intentionally narrowed assortment.
|
(In thousands)
|
2017
|
|
2016
|
|
Change
|
||||||
Net cash provided by operating activities
|
$
|
85,454
|
|
|
$
|
78,611
|
|
|
$
|
6,843
|
|
Net cash used in investing activities
|
(22,010
|
)
|
|
(18,752
|
)
|
|
(3,258
|
)
|
|||
Net cash used in financing activities
|
$
|
(48,877
|
)
|
|
$
|
(49,613
|
)
|
|
$
|
736
|
|
Calendar Year of Maturity
|
|
Diesel Fuel Derivatives
|
|
Fair Value
|
||||||
|
Puts
|
|
Calls
|
|
Asset (Liability)
|
|||||
|
|
(Gallons, in thousands)
|
|
(In thousands)
|
||||||
2017
|
|
2,300
|
|
|
2,300
|
|
|
$
|
(760
|
)
|
2018
|
|
2,400
|
|
|
2,400
|
|
|
(365
|
)
|
|
2019
|
|
1,200
|
|
|
1,200
|
|
|
(104
|
)
|
|
Total
|
|
5,900
|
|
|
5,900
|
|
|
$
|
(1,229
|
)
|
(In thousands, except price per share data)
|
|
|
|
|
||||||
Period
|
(a) Total Number of Shares Purchased
(1)(2)
|
(b) Average Price Paid per Share
|
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
January 29, 2017 - February 25, 2017
|
—
|
|
$
|
—
|
|
—
|
|
$
|
—
|
|
February 26, 2017 - March 25, 2017
|
116
|
|
52.11
|
|
—
|
|
—
|
|
||
March 26, 2017 - April 29, 2017
|
876
|
|
48.46
|
|
695
|
|
116,367
|
|
||
Total
|
992
|
|
$
|
48.90
|
|
695
|
|
$
|
116,367
|
|
(1)
|
The 2017 Repurchase Program is comprised of a February 28, 2017 authorization by our Board of Directors for the repurchase of up to $150.0 million of our common shares. During the first quarter of 2017, we purchased approximately 0.7 million of our common shares for approximately $33.6 million under the 2017 Repurchase Program.
|
(2)
|
In March and April 2017, in connection with the vesting of certain outstanding restricted stock awards, restricted stock units and performance share units, we acquired 116,346 and 180,936 of our common shares, respectively, which were withheld to satisfy minimum statutory income tax withholdings.
|
|
Exhibit No.
|
|
Document
|
|
|
|
|
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Restricted Stock Units Award Agreement.
|
|
|
|
|
|
|
|
Form of Big Lots 2017 Long-Term Incentive Plan Performance Share Units Award Agreement.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
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/ Timothy A. Johnson
|
|
|
|
Timothy A. Johnson
|
|
Executive Vice President, Chief Administrative Officer and Chief Financial Officer
|
|
(Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)
|
Grantee:
|
_______________________
|
Grant Date:
|
_______________________
|
Number of RSUs:
|
_______________________
|
B.
|
If the Performance Trigger was not satisfied based on the Company’s performance in the fiscal year immediately preceding the first anniversary of the Grant Date, but is satisfied based on the Company’s performance in the fiscal year immediately preceding the second anniversary of the Grant Date and the Compensation Committee has certified attainment of the Performance Trigger, then: (i) two-thirds of the RSUs shall vest on the later of the second anniversary of the Grant Date and the second trading day after the Company files a Form 8-K reporting measures reflecting the attainment of the Performance Trigger; and (ii) the remainder of the RSUs shall vest on the later of the third anniversary of the Grant Date and the second trading day after the Company files a Form 8-K reporting its results from the most recently completed fiscal year.
|
C.
|
If the Performance Trigger was not satisfied based on the Company’s performance in the two fiscal years immediately preceding either the first anniversary or second anniversary of the Grant Date, but is satisfied based on the Company’s performance in the fiscal year immediately preceding the third anniversary of the Grant Date and the Compensation Committee has certified attainment of the Performance Trigger, then all of the RSUs shall vest on the later of the third anniversary of the Grant Date and the second trading day after the Company files a Form 8-K reporting measures reflecting the attainment of the Performance Trigger.
|
D.
|
If you die or become Disabled before the Outside Date, a fraction of your RSUs shall vest upon your death or Disability based on the following formula: (i) the total number of RSUs granted herein; multiplied by (ii) a fraction, the numerator of which is the number of days of employment or service that you have completed with the Company or its Affiliates between the Grant Date and the date of your death or Disability and the denominator of which is 1,095; and (iii) reducing that product (such product to be rounded down to the nearest whole unit) by the number of RSUs that had vested prior to the date of your death or Disability.
|
E.
|
If your Retirement occurs and the Performance Trigger is satisfied before the Outside Date (and the certification and reporting events occur as described in sections A, B or C above, as applicable), a fraction of your RSUs shall vest upon your Retirement based on the following formula: (i) the total number of RSUs granted herein; multiplied by (ii) a fraction, the numerator of which is the number of days of employment or service that you have completed with the Company or its Affiliates between the Grant Date and the date of your Retirement and the denominator of which is 1,095; and (iii) reducing that product (such product to be rounded down to the nearest whole unit) by the number of RSUs that had vested prior to the date of your Retirement.
|
F.
|
If your employment is terminated under circumstances making you eligible for benefits under the Big Lots Executive Severance Plan and the Performance Trigger is satisfied before the Outside Date (and the certification and reporting events occur as described in sections A, B or C above, as applicable), a fraction of your RSUs shall vest upon your termination of employment based on the following formula: (i) the total number of RSUs granted herein; multiplied by (ii) a fraction, the numerator of which is the number of days of employment or service that you have completed with the Company or its Affiliates between the Grant Date and the date of your termination of employment and the denominator of which is 1,095; and (iii) reducing that product (such product to be rounded down to the nearest whole unit) by the number of RSUs that had vested prior to the date of your termination of employment.
|
G.
|
If a Change in Control occurs before the Outside Date, then any RSUs subject to this Award Agreement that have not vested prior to the date of the Change in Control shall vest upon the date of such Change in Control.
|
H.
|
If the Performance Trigger is not met before the Outside Date occurs or the events described in sections D, E, F or G above do not occur before the Outside Date, this Agreement will expire and all of your rights in the RSUs will be forfeited.
|
|
|
|
|
|
|
|
|
Date:
|
|
Chair, Compensation Committee
|
|
|
|
|
Grantee:
|
_______________________
|
|
|
Grant Date:
|
_______________________
|
|
|
Target Number of PSUs:
|
_______________________
|
|
|
Performance Period
|
_______________________
|
B.
|
If you die or become Disabled before the end of the Performance Period, a fraction of your PSUs shall vest based on the following formula: (i) the total number of PSUs that would have vested (if any, based on actual performance as certified, reported and calculated in accordance with section A above) if you had remained employed for the full Performance Period (or the number of PSUs determined in accordance with section D below if a Change in Control occurs after your death or Disability but before the end of the Performance Period); multiplied by (ii) a fraction, the numerator of which is the number of days of service or employment that you have completed with the Company or its Affiliates since the beginning of the Performance Period as of the date of your death or Disability and the denominator of which is 1095 (such product to be rounded down to the nearest whole unit).
|
C.
|
If your Retirement occurs before the end of the Performance Period, a fraction of your PSUs shall vest based on the following formula: (i) the total number of PSUs that would have vested (if any, based on actual performance as certified, reported and calculated in accordance with section A above) if you had remained employed for the full Performance Period (or the number of PSUs determined in accordance with Section D below if a Change in Control occurs after your Retirement but before the end of the Performance Period); multiplied by (ii) a fraction, the numerator of which is the number of days of service or employment that you have completed with the Company or its Affiliates since the beginning of the Performance Period as of the date of your Retirement and the denominator of which is 1095 (such product to be rounded down to the nearest whole unit).
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D.
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If a Change in Control occurs before the end of the Performance Period, then your PSUs shall vest on the date of the Change in Control in an amount equal to the greater of (i) the target number of PSUs or (ii) the Average Performance Earned PSUs.
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E.
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If threshold performance is not achieved during the Performance Period (unless a Change in Control occurs before the end of the Performance Period), then this Agreement will expire and all of your rights in the PSUs will be forfeited.
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F.
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If your employment or service terminates before the end of the Performance Period (other than as described in sections B, C or D above), then this Agreement will expire and all of your rights in the PSUs will be forfeited.
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Date:
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Chair, Compensation Committee
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EPS Performance Level
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Average EPS Attainment
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EPS Vesting Factor
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Threshold
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%
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%
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Target
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%
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%
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Maximum
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%
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%
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ROIC Performance Level
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Average ROIC Attainment
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ROIC Vesting Factor
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Threshold
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%
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%
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Target
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%
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%
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Maximum
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%
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%
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1.
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I have reviewed this quarterly report on Form 10-Q of Big Lots, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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
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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.
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By: /s/ David J. Campisi
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David J. Campisi
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Chief Executive Officer and President
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1.
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I have reviewed this quarterly report on Form 10-Q 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
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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
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and Chief Financial Officer
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