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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 21, 2006
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
         
Ohio
(State or other jurisdiction of
incorporation or organization)
  1-8897
(Commission File Number)
  06-1119097
(I.R.S. Employer Identification No.)
300 Phillipi Road, Columbus, Ohio 43228
(Address of principal executive office) (Zip Code)
(614) 278-6800
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement
Item 2.02 Results of Operations and Financial Condition
Item 9.01 Financial Statements and Exhibits
Signature
Exhibit 10.2
Exhibit 10.4
Exhibit 10.5
Exhibit 99.1
Exhibit 99.2


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Item 1.01 Entry into a Material Definitive Agreement.
On February 21, 2005, the Board of Directors (the “Board”) of Big Lots, Inc. (the “Company”), upon the recommendation of the Compensation Committee, took the following actions with respect to executive compensation: (i) approved the fiscal 2006 salaries and bonus opportunities for the Company’s executives, including the executive officers who are expected to be included as the named executive officers (“NEOs”) in the Company’s 2006 proxy statement; (ii) determined that no bonuses would be paid for fiscal 2005 under the Big Lots, Inc. 1998 Key Associate Annual Incentive Compensation Plan, as amended (the “Bonus Plan”); (iii) approved the performance targets devised by the Compensation Committee under the Bonus Plan for fiscal 2006; (iv) approved an amendment to the employment agreement of Steven S. Fishman, the Company’s Chairman, Chief Executive Officer and President; and (v) approved non-qualified stock option awards and restricted stock awards for the Company’s executives, including the NEOs, pursuant to the Big Lots 2005 Long-Term Incentive Plan (the “Equity Plan”). These actions are described in greater detail below and in the applicable exhibits.
Salary
As it does annually, the Compensation Committee reviewed the compensation of the Company’s executives, including the NEOs, in light of its compensation philosophy, policies and procedures. Following its review, the Compensation Committee recommended to the Board, among the other components of executive compensation, the salaries for the Company’s executives for fiscal 2006. The table below sets forth the fiscal 2005 and fiscal 2006 annual salaries for the NEOs. The fiscal 2006 salaries will become effective on March 26, 2006. The actual salary earned in fiscal 2005 will be reflected in the Summary Compensation Table of the Company’s 2006 proxy statement.
                 
Name and Position   Year   Salary ($)
Steven S. Fishman (a)
    2006       960,000  
Chairman, Chief Executive Officer and President
    2005       960,000  
 
               
Brad A. Waite
    2006       520,000  
Executive Vice President, Human Resources, Loss Prevention, Real Estate and Risk Management
    2005       500,000  
 
               
John C. Martin
    2006       475,000  
Executive Vice President, Merchandising
    2005       465,000  
 
               
Lisa M. Bachmann
    2006       400,000  
Senior Vice President, Information Technology / Merchandise Planning and Allocation
    2005       375,000  
 
               
Joe R. Cooper
    2006       375,000  
Senior Vice President and Chief Financial Officer
    2005       350,000  
 
(a)   Mr. Fishman’s employment with the Company commenced on July 11, 2005.
Bonus
Following a review of the Company’s performance in fiscal 2005, the Board and Compensation Committee determined that the performance targets established under the Bonus Plan in February 2005 were not satisfied. Accordingly, no bonuses will be paid under the Bonus Plan for fiscal 2005.
On February 21, 2006, the Board approved the fiscal 2006 performance targets recommended by the Compensation Committee which, if met, will provide a bonus under the Bonus Plan to certain employees, including the NEOs. No right to a minimum bonus exists under the Bonus Plan.
The Compensation Committee derived the performance targets and defined the employees’ bonus goals (e.g., floor, target and stretch) from the Company’s planned earnings for fiscal 2006, as established by the Board. The specific criteria upon which bonuses may be earned during fiscal 2006 is based on the greater of income from continuing operations, income (loss) from continuing operations before extraordinary items and/or the cumulative effective of a change in accounting principle, income before extraordinary items, and net income, with each such measure being adjusted to remove the effect of unusual or non-recurring event items. In making adjustments to remove the effect of unusual or non-recurring event items, the Compensation Committee takes into account: asset

 


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impairments under Statement of Financial Accounting Standards (“SFAS”) No. 144, as amended or superceded; merger integration costs; merger transaction costs; any profit or loss attributable to a reportable segment as described by SFAS No. 131, as amended superseded or an entity or entities acquired during the period of service to which the performance criteria relates; tax settlement charges; the relevant tax effect of new tax legislation enacted after the beginning of fiscal 2006 or other changes in tax law; any extraordinary item, event or transaction as described in Accounting Principles Board (“APB”) Opinion No. 30; any unusual in nature, or infrequent in occurrence items, events or transactions (that are not “extraordinary” items) as described in APB Opinion No. 30, as amended or superseded; any other non-recurring items or other non-GAAP financial measures (not otherwise listed); unrealized gains or losses on investments in debt and equity securities as described in SFAS No. 115, as amended or superseded; and/or any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as described in SFAS No. 133, as amended or superseded. The establishment of the Company’s performance targets remains solely in the Compensation Committee’s discretion. The performance targets adopted for fiscal 2006 are consistent with the Compensation Committee’s philosophy, policies and procedures applicable to the Company’s executive compensation program.
Employees’ bonus goals are determined as a percentage of salary. The baseline percentage of salary for the each NEO has been established by their respective employment agreements. For other employees, the percentage of salary is set by position level and is subjectively determined. Except for Mr. Fishman’s bonus goals, the bonus goals for the NEOs were not modified by the Board or the Compensation Committee. On February 21, 2006, the Board approved an amendment to Mr. Fishman’s employment agreement that increases his target bonus goal from 77.08% to 85.0% of his salary and increases his stretch bonus goal from 165.63% to 170.0% of his salary. This summary is qualified in its entirety by reference to the full text of the amendment to Mr. Fishman’s employment agreement which is filed herewith as Exhibit 10.2.
Equity
On February 21, 2006, the Board also determined, upon the recommendation of the Compensation Committee, the size of equity awards to be granted to the Company’s senior executives, including the NEOs, pursuant to the Equity Plan. While the size of the awards was established on February 21, 2006, the Board did not authorize the granting of these awards until February 24, 2006. The non-qualified stock option awards are evidenced by the Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement, the form of which is filed herewith as Exhibit 10.4. The restricted stock awards are evidenced by the Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement, the form of which is filed herewith as Exhibit 10.5.
The following table sets forth the equity awards granted to each of the NEOs on February 24, 2006.
                 
    Common Shares Underlying   Common Shares Underlying
Name   Stock Option Award   Restricted Stock Award
Mr. Fishman
    200,000       100,000  
 
               
Mr. Waite
    46,500       18,500  
 
               
Mr. Martin
    21,500       8,500  
 
               
Ms. Bachmann
    41,000       16,000  
 
               
Mr. Cooper
    41,000       16,000  
Item 2.02 Results of Operations and Financial Condition.
On February 22, 2006, the Company issued a press release and conducted a conference call, both of which reported the Company’s unaudited fourth quarter and fiscal 2005 results, provided guidance for fiscal 2006, and announced that the Board had authorized the repurchase of up to $150 million of the Company’s common shares. Attached as exhibits to this Form 8-K are copies of the Company’s February 22, 2006 press release (Exhibit 99.1) and the transcript of the Company’s February 22, 2006 conference call (Exhibit 99.2), including information concerning forward-looking statements and factors that may affect the Company’s future results. The information in Exhibits 99.1 and 99.2 is being furnished, not filed, pursuant to Item 2.02 of this Form 8-K. By furnishing the information in this Form 8-K and the attached exhibits, the Company is making no admission as to the materiality of any information in this Form 8-K or the exhibits.

 


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Item 9.01 Financial Statements and Exhibits.
  (c)   Exhibits
Exhibits marked with an asterisk (*) are filed herewith. Exhibits 10.1 through 10.5 are management contracts or compensatory plans or arrangements.
             
    Exhibit No.   Description
 
           
 
  10.1     Employment Agreement with Steven S. Fishman (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated June 6, 2005).
 
           
 
  10.2*     First Amendment to Employment Agreement with Steven S. Fishman.
 
           
 
  10.3     Big Lots 2005 Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 17, 2005).
 
           
 
  10.4*     Form of the Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement.
 
           
 
  10.5*     Form of the Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award Agreement.
 
           
 
  99.1*     Big Lots, Inc. press release dated February 22, 2006.
 
           
 
  99.2*     Transcript of Big Lots, Inc. conference call dated February 22, 2006.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  BIG LOTS, INC.
 
 
Dated: February 27, 2006  By:   /s/ Charles W. Haubiel II    
    Charles W. Haubiel II   
    Senior Vice President, General Counsel
and Corporate Secretary
 
 
 

 

 

Exhibit 10.2
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
BY AND AMONG
BIG LOTS, INC.,
BIG LOTS STORES, INC.
AND
STEVEN S. FISHMAN
This first amendment (“Amendment”) to the employment agreement (“Agreement”) by and among Big Lots, Inc. (“BLI”), Big Lots Stores, Inc. (“Big Lots”) and their affiliates, predecessor, successor, subsidiaries and other related companies (collectively the “Company”) and Steven S. Fishman (“Executive”), collectively, the “Parties,” dated July 6, 2005, is effective as of the date below (“Effective Date”). Capitalized terms used herein but not otherwise defined in this Amendment shall have the meanings set forth in the Agreement.
1.00 Section 3.02. The fourth sentence of Section 3.02 of the Agreement is amended by deleting it in its entirety and replacing it with the following:
The Executive’s Bonus Payout percentage will consist of a Target Bonus of 85 percent of Base Salary and a Stretch Bonus of 170 percent of Base Salary.
2.00 The Agreement. Except as otherwise provided herein, all provisions of the Agreement are and shall remain in full force and effect and are hereby ratified and confirmed in all respects, and the execution, delivery and effectiveness of this Amendment shall not operate as a waiver or amendment of any provision of the Agreement not specifically amended herein. All references to the Agreement shall be deemed to include this Amendment.
     IN WITNESS WHEREOF, the Parties have duly executed and delivered this Amendment as of February 21, 2006.
                 
BIG LOTS, INC.       STEVEN S. FISHMAN    
 
               
By:
  /s/ Brad A. Waite
 
      /s/ Steven S. Fishman
 
   
 
               
BIG LOTS STORES, INC.            
 
               
By:
  /s/ Charles W. Haubiel II            
 
               

 

Exhibit 10.4
BIG LOTS 2005 LONG-TERM INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
         
Optionee:
       
 
 
 
   
Grant Date:
       
 
       
 
       
Number of Shares:
       
 
       
 
       
Option Price:
       
 
       
In accordance with the terms of the Big Lots 2005 Long-Term Incentive Plan, as may be amended (“Plan”), this Non-Qualified Stock Option Award Agreement (“Agreement”) is entered into as of the Grant Date by and between you, the Optionee, and Big Lots, Inc., an Ohio corporation (“Company”), in connection with the Company’s grant of the right to purchase (“Option”), at the option of the Optionee, an aggregate of the number of shares of common stock (“Number of Shares”), par value $0.01 per share, of the Company. The Option is subject to the terms and conditions of this Agreement and the Plan. To ensure that you fully understand these terms and conditions, you should carefully read the Plan and this Agreement. You also represent and warrant to the Company that you are aware of and agree to be bound by the Company’s trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities.
Nature of Grant
The Option is a Non-Qualified Stock Option (“NQSO”) and, as such, is not an Incentive Stock Option (“ISO”) within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
Exercisability of Option
The Option will become vested in increments according to the vesting schedule. Except as provided in the Plan, the Option, to the extent that it is vested, can be exercised any time from the date it vests through the date that it expires. Vesting is always subject to all other Plan requirements being satisfied.
                         
 
  Shares       Vesting Date       Expiration Date    
 
                       
 
 
 
     
 
     
 
   
 
                       
 
                       
 
                       
 
                       
 
                       
 
                       
 
                       
Acceptance
By accepting the Option, Optionee agrees to all of the terms and provisions of the Plan and this Agreement, and Optionee agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee (as defined by the Plan) upon any questions arising under the Plan.

 

Exhibit 10.5
BIG LOTS 2005 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
     
Grantee:
                                   
 
   
Grant Date:
                                   
 
   
Restricted Stock 1 :
                                   
In accordance with the terms of the Big Lots 2005 Long-Term Incentive Plan, as may be amended (“Plan”), this Restricted Stock Award Agreement (“Agreement”) is entered into as of the Grant Date by and between you, the Grantee, and Big Lots, Inc., an Ohio corporation (“Company”), in connection with the Company’s grant of the Restricted Stock to you. The Restricted Stock is subject to the terms and conditions of this Agreement and the Plan.
This Agreement describes the Restricted Stock you have been granted and the conditions that must be met before you may receive the Restricted Stock. To ensure that you fully understand these terms and conditions, you should carefully read the Plan and this Agreement.
Description of the Restricted Stock
The Restricted Stock is the Company’s common shares that you will own after the Restricted Stock vests (i.e., all restrictions lapse) and you comply with the terms of this Agreement and the Plan. However, you will forfeit any rights to the Restricted Stock (i.e., they will not be transferred to you) to the extent you do not comply with the terms of this Agreement and the Plan.
No portion of the Restricted Stock that has not vested may be sold, transferred, assigned, pledged, encumbered or otherwise disposed of by you in any way (including a transfer by operation of law); and any attempt by you to make any such sale, transfer, assignment, pledge, encumbrance or other disposition shall be null and void and of no effect.
Vesting of the Restricted Stock
If (i) you are continuously employed by the Company from the Grant Date, (ii) the First Trigger, as defined in Exhibit A, is met during your continuous employment, and (iii) one of the events described below occurs after the First Trigger is met and during your continuous employment, then your Restricted Stock will vest and will be transferred to you without restriction to the extent and upon the earlier occurrence of the following:
  A.   If the Second Trigger, as defined in Exhibit A, is met, all of your Restricted Stock will vest on the first day of the Company’s trading window first following the filing of the Company’s Form 10-K with the United States Securities and Exchange Commission (“Form 10-K”) for the fiscal year in which the Second Trigger was met. Note that the First Trigger and Second Trigger may be met in the same fiscal year.
 
  B.   If you die or become disabled, a fraction of your Restricted Stock will vest for each consecutive year of employment that you have completed with the Company, with such service period beginning with the Grant Date. Such fraction shall be the reciprocal of the Outside Date, as defined in Exhibit A (i.e., 1/(Outside Date). Note that if a portion of your Restricted Stock vests upon your death or disability, the later occurrence of any of other event will not cause the vesting of the remaining Restricted Stock.
 
1   Denotes the number of Big Lots, Inc. common shares, par value $0.01 per share, underlying the Restricted Stock Award.

 


 

  C.   If events A or B above do not occur before the Outside Date, all of your Restricted Stock will vest on the first day of the Company’s first trading window following the Outside Date.
Subject to the terms of the Plan, if the First Trigger is not met before the Outside Date occurs, this Agreement will expire and all of your rights in the Restricted Stock will be forfeited.
Notwithstanding anything to the contrary, your Restricted Stock shall not vest before the first anniversary of the Grant Date. If the First Trigger is met and either event A or B above is also met before the first anniversary of the Grant Date, your Restricted Stock will vest on the first anniversary of the Grant Date.
Your Rights in the Restricted Stock
Until the restrictions and conditions described in this Agreement have been met or this Agreement expires, whichever occurs earlier, your Restricted Stock will be held in escrow. The Company will defer distribution of any dividends that are declared on your Restricted Stock until the Restricted Stock vests. These dividends will be distributed at the same time your Restricted Stock vests or will be forfeited if your Restricted Stock does not vest.
You may vote your Restricted Stock before all the terms and conditions described in this Agreement are met or until this Agreement expires, whichever occurs earlier. This is the case even though your Restricted Stock will not be distributed to you until the Restricted Stock vests.
Subject to the Company’s trading policies and applicable laws and regulations, after you become vested in any portion of your Restricted Stock, you shall be free to deal with and dispose of the vested Restricted Stock, and you may request the Company’s transfer agent to issue a certificate for such vested Restricted Stock in your name and free of any restrictions.
Tax Treatment of the Restricted Stock
You should consult with a tax or financial adviser to ensure you fully understand the tax ramifications of your Restricted Stock.
This brief discussion of the federal tax rules that affect your Restricted Stock is provided as general information (not as personal tax advice) and is based on the Company’s understanding of federal tax laws and regulations in effect as of the Grant Date. Section 13.4 of the Plan further describes the manner in which withholding may occur.
You are not required to pay income taxes on your Restricted Stock on the Grant Date. However, you will be required to pay income taxes (at ordinary income tax rates) when, if and to the extent your Restricted Stock vests. The amount of ordinary income you will recognize is the value of your Restricted Stock when it vests. Also, the Company is required to withhold taxes on this same amount. You may elect to allow the Company to withhold, upon the vesting of your Restricted Stock, from the common shares to be issued pursuant to your vested Restricted Stock a number of common shares with an aggregate Fair Market Value, as defined in the Plan, as of the date the withholding is effected, that would satisfy the required statutory minimum (but no more than such required minimum) with respect to the Company’s tax withholding obligation. If you are at the Grant Date, or subsequently become, subject to the Company’s trading windows, you may only make this election during an open trading window. If you wish to make the withholding election permitted by this paragraph, you must give notice to the Company in the manner then prescribed by the Company.
Any appreciation of your Restricted Stock after it vests could be eligible to be taxed at capital gains rates when you sell the common shares. If your Restricted Stock does not vest, your Restricted Stock will expire and no taxes will be due.

2


 

Section 83(b) Election
Subject to Section 13.17 of the Plan, you shall have the right to make an election under Section 83(b) of the Internal Revenue Code with respect to your Restricted Stock.
General Terms and Conditions
Nothing contained in this Agreement obligates the Company or a subsidiary to continue to employ you in any capacity whatsoever or prohibits or restricts the Company or a subsidiary from terminating your employment at any time or for any reason whatsoever; and this Agreement does not in any way affect any employment agreement that you may have with the Company.
This Agreement shall be governed by and construed in accordance with the internal laws, and not the laws of conflicts of laws, of the State of Ohio.
If any provision of this Agreement is adjudged to be unenforceable or invalid, then such unenforceable or invalid provision shall not effect the enforceability or validity of the remaining provisions of this Agreement, and the Company and you agree to replace such unenforceable or invalid provision with an enforceable and valid arrangement which in its economic effect shall be as close as possible to the unenforceable or invalid provision.
You represent and warrant to the Company that you have the full legal power, authority and capacity to enter into this Agreement and to perform your obligations under this Agreement and that this Agreement is a valid and binding obligation, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereinafter in effect relating to creditors’ rights generally and to general principles of equity. You also represent and warrant to the Company that you are aware of and agree to be bound by the Company’s trading policies and the applicable laws and regulations relating to the receipt, ownership and transfer of the Company’s securities. The Company represents and warrants to you that it has the full legal power, authority and capacity to enter into this Agreement and to perform its obligations under this Agreement and that this Agreement is a valid and binding obligation, enforceable in accordance with its terms, except that the enforcement of this Agreement may be subject to bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereinafter in effect relating to creditors’ rights generally and to general principles of equity.
Acceptance
By accepting your Restricted Stock, you agree that your Restricted Stock is granted under and is subject to the terms and conditions described in this Agreement and in the Plan, and you agree to accept as binding, conclusive and final all decisions and interpretations of the Committee upon any questions arising under this Agreement or the Plan.

3


 

EXHIBIT A
As used in this Agreement, the following terms shall have the meanings set forth below:
Applicable Performance Criteria shall mean the greater of the Income Criteria Item or the Net Income Criteria Item; provided, however, that if none of performance criteria (A), (B) or (C) of the Income Criteria Item appear on the consolidated statements of operations included in the Form 10-K for the applicable fiscal year, then the Net Income Criteria Item, as its appears in the Form 10-K for the applicable fiscal year, shall be the Applicable Performance Criteria.
First Trigger shall mean the Company has earned at least           under the Applicable Performance Criteria for any fiscal year during the Restriction Period.
Income Criteria Item shall mean the greater of performance criteria (A), (B), or (C) below, with each adjusted to remove the effect of any Unusual or Non-recurring Event, Transaction, or Accrual Items:
  (A)   Income (loss) per Common Share – diluted from continuing operations;
 
  (B)   Income (loss) per Common Share – diluted from continuing operations before extraordinary item and/or cumulative effect of a change in accounting principle (as the case may be); or
 
  (C)   Income (loss) per Common Share – diluted before extraordinary item and/or cumulative effect of a change in accounting principle (as the case may be).
Net Income Criteria Item shall mean net income (loss) per Common Share – diluted adjusted to remove the effect of any Unusual or Non-recurring Event, Transaction, or Accrual Items.
Outside Date shall mean the           anniversary of the date upon which the Restricted Stock Award was granted to the Participant.
Restriction Period shall mean the period commencing on Grant Date and continuing until the Outside Date.
Second Trigger shall mean the Company has earned at least           under the Applicable Performance Criteria for any fiscal year during the Restriction Period.
Unusual or Non-recurring Event, Transaction or Accrual Items shall mean any of the following items:
  (A)   Asset impairments as described in SFAS No. 144, as amended, revised or superseded;
 
  (B)   Merger integration costs;
 
  (C)   Merger transaction costs;
 
  (D)   Any profit or loss attributable to a reportable segment as described by SFAS No. 131, as amended, revised or superseded or an entity or entities acquired during the period of service to which the performance criteria relates;
 
  (E)   Tax settlements charges;
 
  (F)   Any extraordinary item, event or transaction as described in Accounting Principles Board Opinion (“APB”) No. 30, as amended, revised or superseded;
 
  (G)   Any unusual in nature, or infrequent in occurrence items, events or transactions (that are not “extraordinary” items) as described in APB No. 30, as amended, revised or superseded;
 
  (H)   Any other non-recurring items or other non-GAAP financial measures (not otherwise listed);
 
  (I)   Unrealized gains or losses on investments in debt and equity securities as described in SFAS No. 115, as amended, revised or superseded; or
 
  (J)   Any gain or loss recognized as a result of derivative instrument transactions or other hedging activities as described in SFAS No. 133, as amended, revised or superseded.

4

 

Exhibit 99.1
PRESS RELEASE
     
FOR IMMEDIATE RELEASE
  Contact: Timothy A. Johnson
 
  Vice President, Strategic
 
  Planning and Investor Relations
 
  614-278-6622
BIG LOTS REPORTS FOURTH QUARTER AND FISCAL YEAR RESULTS FOR 2005
COMPANY PROVIDES GUIDANCE FOR 2006
COMPANY ANNOUNCES $150 MILLION SHARE REPURCHASE PROGRAM
Columbus, Ohio – February 22, 2006 – Big Lots, Inc. (NYSE: BLI) today reported fourth quarter fiscal 2005 net income of $14.7 million, or $0.13 per diluted share, compared to net income of $57.2 million, or $0.51 per diluted share for the same period of fiscal 2004. For fiscal year ended January 28, 2006, the Company reported a net loss of $10.1 million, or $0.09 per share, compared to net income of $23.8 million, or $0.21 per diluted share for fiscal year 2004. The results for the fourth quarter and fiscal 2005 include charges related to the incremental store closing of underperforming locations previously announced by the Company on October 6, 2005. The charges to close these incremental stores along with their operating results have been classified as discontinued operations for all periods being presented and are discussed in more detail later in this release.
Excluding the results classified as discontinued operations, fourth quarter fiscal 2005 income from continuing operations was $37.7 million, or $0.33 per diluted share, compared to income from continuing operations of $56.7 million, or $0.50 per diluted share for the fourth quarter of fiscal 2004. For fiscal 2005, the Company reported income from continuing operations of $15.7 million, or $0.14 per diluted share, compared to income from continuing operations of $31.4 million, or $0.27 per diluted share, for the fiscal year ended January 29, 2005.
Net sales for the fourth quarter ended January 28, 2006 were $1,394.9 million, a 6.1% increase compared to net sales of $1,314.1 million for the same period of fiscal 2004. Comparable store sales for stores open at least two years as of the beginning of the fiscal year increased 2.5% for the quarter consisting of a 5.1% increase in the value of the average basket and a 2.6% decrease in customer transactions. Net sales for the fiscal year 2005 increased 6.8% to $4,429.9 million compared to $4,149.3 million in fiscal 2004. Comparable store sales increased 1.8% for the year with the value of the average basket increasing 4.6% and the number of customer transactions decreasing 2.8%.
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

The 2.5% increase in comparable store sales for the fourth quarter of fiscal 2005 was driven by strength in the average basket, which increased 5.1% and experienced growth in both units sold per transaction and average item retail. From a merchandising perspective, home and furniture were the best performing categories. The Company’s home business benefited from an increased level of closeout merchandise during the fourth quarter, while the furniture category was driven by an improving overall assortment and strong performance of advertised items. After a slow start to the fourth quarter in November, seasonal sales trends improved as the Company became more promotional than originally planned. Additionally, clearance markdowns related to the Company’s previously announced merchandising initiatives positively impacted comparable store sales results by approximately 1% for the quarter. Partially offsetting the basket strength was softness in customer traffic, which remains challenging.
For the fourth quarter of fiscal 2005, the Company’s operating profit from continuing operations declined compared to the fourth quarter of fiscal 2004, as softness in gross margin was partially offset by 100 basis points of expense leverage. From a gross margin perspective, the Company experienced a higher markdown rate during the fourth quarter of fiscal 2005 compared to fiscal 2004 due to significant merchandise clearance activity, coupled with continued fuel cost pressures impacting transportation expense and the price of materials in certain merchandise categories. Expenses as a percent of sales for the fourth quarter of fiscal 2005 improved by 100 basis points compared to last year as the Company benefited from increased productivity in its stores and distribution centers while also recognizing certain cost savings as a result of the Company’s previously announced WIN initiatives.
The Company ended the fourth quarter of fiscal 2005 with inventory at $836 million, down 4% on a comparable store basis to the fourth quarter of fiscal 2004, as an increased level of markdowns and higher inventory turnover were partially offset by the planned, early delivery of lawn and garden and summer merchandise to the Company’s warmer weather regions. Bank debt at the end of the fourth quarter of fiscal 2005 was $6 million, down $154 million compared to last year, principally due to reduced inventories consistent with a lower store count and lower levels of capital spending.
Discontinued Operations
On October 6, 2005, as a result of a store-by-store level analytical review of its real estate portfolio, the Company announced its plans to close an incremental 126 stores that were underperforming locations, producing operating losses, and not returning value to shareholders. These 126 stores were incremental to the 40 stores the Company had already anticipated closing in fiscal 2005 as part of the ordinary course of its business. Historically, the Company has closed or relocated approximately 30 to 40 stores per year. Given the significance of the decision to close approximately 8% of its store base, the Company began analyzing certain quantitative and qualitative measures of each store to determine the appropriate financial reporting for this group of stores. Based on this review, the Company concluded that the results specifically identifiable to the incremental store closings, now 130 stores, should be reported as discontinued operations.
For fiscal 2005, the loss from discontinued operations of $25.8 million, or $0.23 per diluted share, was principally related to the full-year operating results of the incremental stores closed coupled with the costs to exit those locations including: (a) the write-down of property, inventory, and deferred rent, (b) severance and benefits, and (c) lease termination costs. For fiscal 2004, the loss from discontinued operations totaled $7.7 million, or $0.06 per diluted share, which included the full-year operating results of the closed stores mentioned above along with certain charges recorded in the third quarter of fiscal 2004 related to KB Toys, a former division of the Company.
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

2006 Outlook
The Company anticipates fiscal 2006 earnings of $0.38 to $0.43 per diluted share compared to income from continuing operations of $0.14 per diluted share for fiscal 2005. The Company’s earnings guidance is based on a comparable store sales increase in the 2% to 3% range with net sales from continuing operations increasing in the 3% to 4% range compared to fiscal 2005. The Company estimates expansion in the gross margin rate and leverage of the expense structure will lead to improvement in the operating results of the business. For fiscal 2006, the gross margin rate increase is anticipated to be the result of improvement in the initial mark-up related to the execution of the merchandising aspects of the Company’s previously disclosed WIN strategy combined with a slight decline in the markdown rate compared to fiscal 2005. Additionally, the Company expects that a comparable store sales increase of approximately 2% is necessary to leverage its expense structure. The Company believes that efficiencies in stores and distribution centers along with its previously announced WIN-related cost reductions will be partially offset by external cost pressures such as transportation expense, cost of fuel and utilities and other inflationary increases. This guidance includes an anticipated positive impact from the Company’s 53-week retail calendar in fiscal 2006, partially offset by the effect of SFAS No. 123(R), “Share-Based Payment” related to the recognition of share-based compensation expense.
The Company expects interest expense for fiscal 2006 to be approximately $6 to $7 million and the income tax rate is estimated to be in the range of 36.0% to 40.0%. Capital expenditures are expected to be in the $50 to $55 million range with depreciation expense estimated at $105 to $110 million. The Company estimates this financial performance combined with an inventory turnover of 3.1 times should result in free cash flow of approximately $120 million, prior to the Company’s $150 million share repurchase program detailed later in this release.
For the first quarter of fiscal 2006, the Company’s plan calls for a 1% to 3% comparable store sales increase. Net sales are estimated in the range of $1,075 million to $1,095 million, an increase of 3% to 5% compared to net sales from continuing operations in the first quarter of fiscal 2005. Based on this level of sales performance, the Company’s earnings are estimated to be in the range of $0.04 to $0.07 per diluted share, compared to income from continuing operations for the first quarter of fiscal 2005 of $0.06 per diluted share.
Effective with the beginning of fiscal 2006, the Company announced that it will begin to report sales on a quarterly basis, rather than on a monthly basis, and expects to report sales for the first quarter of fiscal 2006 on Thursday, May 4, 2006.
$150 Million Share Repurchase Program
The Company also announced today its Board of Directors authorized the repurchase of up to $150 million of the Company’s common shares as it believes that the repurchase plan builds value for shareholders and that the size of the repurchase program approximates the Company’s fiscal 2005 free cash flow and fits well within the Company’s capital structure. The Company said it expects the purchases to be made from time to time in the open market or in privately negotiated transactions with such purchases to be completed within the next twelve months. Common shares acquired through the repurchase program will be available for general corporate purposes.
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

Conference Call/Webcast
Big Lots, Inc. will host a conference call today at 8:30 a.m. Eastern Time to discuss the Company’s fourth quarter and fiscal 2005 financial results, its outlook for fiscal 2006, and provide an update on its WIN strategy. The Company invites you to listen to the live webcast of the conference call. The Company is hosting the live webcast at www.biglots.com .
If you are unable to join the live webcast, an archive of the call will be available at www.biglots.com in the Investor Relations section of our website two hours after the call ends and will remain available through midnight on Wednesday, March 8. A replay of the call will be available beginning February 22 at 12:00 noon (Eastern Time) through March 8 at midnight by dialing: 1.800.207.7077 (United States and Canada) or 1.913.383.5767 (International or metro-Seattle). The PIN number is 4596.
Big Lots, Inc. is the nation’s largest broadline closeout retailer. As of the end of fiscal 2005, the Company operated a total of 1,401 BIG LOTS stores in 47 states. Wholesale operations are conducted through BIG LOTS WHOLESALE, CONSOLIDATED INTERNATIONAL, WISCONSIN TOY and with online sales at www.biglotswholesale.com. The Company’s website is located at www.biglots.com.
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

Cautionary Statement Concerning Forward-Looking Statements for Purposes of “Safe Harbor” Provisions of the Private Securities Litigation Reform Act of 1995
The Private Securities Litigation Reform Act of 1995 (the “Act”) provides a “safe harbor” for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. The Company wishes to take advantage of the “safe harbor” provisions of the Act.
This release, as well as other verbal or written statements or reports made by or on the behalf of the Company, may contain or may incorporate material by reference which includes forward-looking statements within the meaning of the Act. By their nature, all forward-looking statements involve risks and uncertainties. Statements, other than those based on historical facts, which address activities, events, or developments that the Company expects or anticipates will or may occur in the future, including such things as future capital expenditures (including the amount and nature thereof), business strategy, expansion and growth of the Company’s business and operations, future earnings, store openings and new market entries, anticipated inventory turn, and other similar matters, as well as statements expressing optimism or pessimism about future operating results or events, are forward-looking statements, which are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. The words “believe,” “anticipate,” “project,” “plan,” “expect,” “estimate,” “objective,” “forecast,” “goal,” “intend,” and similar expressions generally identify forward-looking statements. The forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although the Company believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of its knowledge of its business, actual events and results may materially differ from anticipated results described in such statements.
The Company’s ability to achieve the results contemplated by forward-looking statements is subject to a number of factors, any one, or a combination, of which could materially affect the Company’s business, financial condition, results of operations, or liquidity. These factors may include, but are not limited to:
    the Company’s ability to source and purchase merchandise on favorable terms;
 
    interruptions and delays in merchandise supply from the Company’s and its vendors’ foreign and domestic sources;
 
    risks associated with purchasing, directly or indirectly, merchandise from foreign sources, including increased import duties and taxes, imposition of more restrictive quotas, loss of “most favored nation” trading status, currency fluctuations, work stoppages, transportation delays, foreign government regulations, political unrest, natural disasters, war, terrorism, and trade restrictions including retaliation by the United States against foreign practices;
 
    the ability to attract new customers and retain existing customers;
 
    the Company’s ability to establish effective advertising, marketing, and promotional programs;
 
    economic and weather conditions which affect buying patterns of the Company’s customers;
 
    changes in consumer spending and consumer debt levels;
 
    the Company’s ability to anticipate buying patterns and implement appropriate inventory strategies;
 
    continued availability of capital and financing on favorable terms;
 
    competitive pressures and pricing pressures, including competition from other retailers;
 
    the Company’s ability to comply with the terms of its credit facilities (or obtain waivers for noncompliance);
 
    significant interest rate fluctuations and changes in the Company’s credit rating;
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

    the creditworthiness of the Company’s former KB Toys business;
 
    the Company’s indemnification and guarantee obligations with respect to approximately 390 KB Toys store leases and other real property leases, some or all of which may have been rejected or materially modified in connection with the KB Toys bankruptcy proceedings, as well as other potential costs arising out of the KB Toys bankruptcy;
 
    litigation risks and changes in laws and regulations, including changes in accounting standards, the interpretation and application of accounting standards, and tax laws;
 
    transportation and distribution delays or interruptions that adversely impact the Company’s ability to receive and/or distribute inventory;
 
    the impact on transportation costs from the driver hours of service regulations adopted by the Federal Motor Carriers Safety Administration that became effective in January 2004;
 
    the effect of fuel price fluctuations on the Company’s transportation costs and customer purchases;
 
    interruptions in suppliers’ businesses;
 
    the Company’s ability to achieve cost efficiencies and other benefits from various operational initiatives and technological enhancements;
 
    the costs, interruptions, and problems associated with the implementation of, or failure to implement, new or upgraded systems and technology;
 
    the effect of international freight rates and domestic transportation costs on the Company’s profitability;
 
    the Company’s ability to secure suitable new store locations under favorable lease terms;
 
    the Company’s ability to successfully enter new markets;
 
    delays associated with constructing, opening, and operating new stores;
 
    the Company’s ability to attract and retain suitable employees; and
 
    other risks described from time to time in the Company’s filings with the SEC, in its press releases, and in other communications.
The foregoing list is not exhaustive. There can be no assurances that the Company has correctly and completely identified, assessed, and accounted for all factors that do or may affect its business, financial condition, results of operations, and liquidity. Additional risks not presently known to the Company or that it believes to be immaterial also may adversely impact the Company. Should any risks or uncertainties develop into actual events, these developments could have material adverse effects on the Company’s business, financial condition, results of operations, and liquidity. Consequently, all of the forward-looking statements are qualified by these cautionary statements, and there can be no assurance that the results or developments anticipated by the Company will be realized or that they will have the expected effects on the Company or its business or operations.
Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Company undertakes no obligation to publicly release any revisions to the forward-looking statements contained in this release, or to update them to reflect events or circumstances occurring after the date of this release, or to reflect the occurrence of unanticipated events. Readers are advised, however, to consult any further disclosures the Company may make on related subjects in its public announcements and SEC filings.
         
(BIG LOTS LOGO)
  Shareholder Relations Department
300 Phillipi Road
Columbus, Ohio 43228-5311
Phone: (614) 278-6622 Fax: (614) 278-6666
E-mail: aschmidt@biglots.com
   

 


 

BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
                 
    JANUARY 28     JANUARY 29  
    2006     2005  
    (Unaudited)     (Audited)  
ASSETS
               
 
               
Current Assets:
               
Cash and cash equivalents
  $ 1,710     $ 2,521  
Inventories
    836,092       895,016  
Deferred income taxes
    78,539       73,845  
Other current assets
    77,413       63,400  
 
           
Total Current Assets
    993,754       1,034,782  
 
           
 
               
Property and equipment — net
    584,083       648,741  
 
               
Deferred income taxes
    18,609       12,820  
Other assets
    29,051       37,241  
 
           
 
  $ 1,625,497     $ 1,733,584  
 
           
 
               
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
 
               
Current Liabilities:
               
Accounts payable
  $ 161,470     $ 149,777  
Property, payroll and other taxes
    106,858       102,118  
Accrued operating expenses
    68,752       58,792  
Insurance reserves
    46,474       45,255  
KB lease obligation
    27,205       32,498  
Accrued salaries and wages
    25,171       20,860  
Other current liabilities
    593       3,213  
 
           
Total Current Liabilities
    436,523       412,513  
 
           
 
               
Long-term obligations
    5,500       159,200  
 
               
Deferred rent
    42,288       39,533  
Insurance reserves
    42,037       35,955  
Other liabilities
    20,425       10,893  
 
               
Shareholders’ equity
    1,078,724       1,075,490  
 
           
 
  $ 1,625,497     $ 1,733,584  
 
           

 


 

BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
                                 
    13 WEEKS ENDED     13 WEEKS ENDED  
    JANUARY 28     JANUARY 29  
    2006     %     2005     %  
    (Unaudited)     (Unaudited)  
Net sales
  $ 1,394,902       100.0     $ 1,314,088       100.0  
 
               
 
                               
Gross margin
    517,023       37.1       529,345       40.3  
 
                               
Selling and administrative expenses
    426,831       30.6       415,324       31.6  
 
                               
Depreciation expense
    27,394       2.0       25,628       2.0  
 
               
 
                               
Operating income
    62,798       4.5       88,393       6.7  
 
                               
Interest expense
    1,424       0.1       1,644       0.1  
 
                               
Interest income
    (282 )     (0.0 )     (123 )     (0.0 )
 
               
 
                               
Income from continuing operations before income taxes
    61,656       4.4       86,872       6.6  
 
                               
Income tax expense
    24,003       1.7       30,170       2.3  
 
               
 
                               
Income from continuing operations
    37,653       2.7       56,702       4.3  
 
                               
(Loss)income from discontinued operations, net of tax benefit(expense) of $14,142 and ($315), respectively
    (23,001 )     (1.6 )     504       0.0  
 
               
 
                               
Net income(loss)
  $ 14,652       1.1     $ 57,206       4.4  
 
               
 
                               
Income(loss) per common share — basic
                               
Income from continuing operations
  $ 0.33             $ 0.50          
Discontinued operations
    (0.20 )             0.01          
 
                           
Net income(loss)
  $ 0.13             $ 0.51          
 
                           
 
                               
Weighted average common shares outstanding
    113,428               112,761          
 
                           
 
                               
Income(loss) per common share — diluted
                               
Income from continuing operations
  $ 0.33             $ 0.50          
Discontinued operations
    (0.20 )             0.01          
 
                           
Net income(loss)
  $ 0.13             $ 0.51          
 
                           
 
                               
Weighted average common and common equivalent shares outstanding
    114,024               112,903          
 
                           
Note 1: For all periods presented, discontinued operations includes the results specifically identifiable to 130 stores closed during fiscal 2005 which meet the criteria of discontinued operations reporting of Statement of Financial Accounting Standards No. 144. In connection with closing the 130 stores, the Company recorded pretax charges, primarily in the fourth quarter of 2005, of $20 million for the non-cash write down of property and equipment, inventory and deferred rent; $3 million for severance and benefits; and $21 million for contract termination costs.

 


 

BIG LOTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
                                 
    52 WEEKS ENDED     52 WEEKS ENDED  
    JANUARY 28     JANUARY 29  
    2006     %     2005     %  
    (Unaudited)                  
Net sales
  $ 4,429,905       100.0     $ 4,149,252       100.0  
 
               
 
                               
Gross margin
    1,731,666       39.1       1,687,138       40.7  
 
                               
Selling and administrative expenses
    1,596,136       36.0       1,518,589       36.6  
 
                               
Depreciation expense
    108,657       2.5       99,362       2.4  
 
               
 
                               
Operating income
    26,873       0.6       69,187       1.7  
 
                               
Interest expense
    6,272       0.1       24,845       0.6  
 
                               
Interest income
    (313 )     (0.0 )     (618 )     (0.0 )
 
               
 
                               
Income from continuing operations before income taxes
    20,914       0.5       44,960       1.1  
 
                               
Income tax expense
    5,189       0.1       13,528       0.3  
 
               
 
                               
Income from continuing operations
    15,725       0.4       31,432       0.8  
 
                               
(Loss)income from discontinued operations, net of tax benefit(expense) of $15,886 and $5,313, respectively
    (25,813 )     (0.6 )     (7,669 )     (0.2 )
 
               
 
                               
Net income(loss)
    ($10,088 )     (0.2 )   $ 23,763       0.6  
 
               
 
                               
Income(loss) per common share — basic
                               
Income from continuing operations
  $ 0.14             $ 0.28          
Discontinued operations
    (0.23 )             (0.07 )        
 
                           
Net income(loss)
    ($0.09 )           $ 0.21          
 
                           
 
                               
Weighted average common shares outstanding
    113,240               114,281          
 
                           
 
                               
Income(loss) per common share — diluted
                               
Income from continuing operations
  $ 0.14             $ 0.27          
Discontinued operations
    (0.23 )             (0.06 )        
 
                           
Net income(loss)
    ($0.09 )           $ 0.21          
 
                           
 
                               
Weighted average common and common equivalent shares outstanding
    113,677               114,801          
 
                           
Note 1: For all periods presented, discontinued operations includes the results specifically identifiable to 130 stores closed during fiscal 2005 which meet the criteria of discontinued operations reporting of Statement of Financial Accounting Standards No. 144. In connection with closing the 130 stores, the Company recorded pretax charges, primarily in the fourth quarter of 2005, of $20 million for the non-cash write down of property and equipment, inventory and deferred rent; $3 million for severance and benefits; and $21 million for contract termination costs.

 

 

Exhibit 99.2
Final Transcript
(THOMSON STREETEVENTS LOGO)
Conference Call Transcript
BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Event Date/Time: Feb. 22. 2006 / 8:30AM ET
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
CORPORATE PARTICIPANTS
Tim Johnson
Big Lots., Inc. — VP, Strategic Planning & Investor Relations
Joe Cooper
Big Lots., Inc. — SVP & CFO
Steve Fishman
Big Lots., Inc. — Chairman & CEO
CONFERENCE CALL PARTICIPANTS
David Mann
Johnson Rice — Analyst
Jeff Stein
Key Banc — Analyst
PRESENTATION
Operator
Welcome to the Big Lots fourth quarter 2005 teleconference. (OPERATOR INSTRUCTIONS). At this time, I would like to introduce today’s first speaker, Vice President of Strategic Planning and Investor Relations, Tim Johnson.
Tim Johnson - Big Lots., Inc. — VP, Strategic Planning & Investor Relations
Thanks Marie, and thank you everyone for joining us for our fourth quarter conference call. With me here today in Columbus is Steve Fishman, our Chairman and CEO; Joe Cooper, Senior Vice President and Chief Financial Officer and Chuck Haubiel, Senior Vice President and General Counsel.
Before we get started, I would like to remind you that any forward-looking statements we make on today’s call involve risks and uncertainties and are subject to our Safe Harbor provisions as stated in our press release and our SEC filings and that actual results can differ materially from those described in our forward-looking statements.
Just to set our agenda for this morning, first Joe is going to cover for you our financial results for the quarter and some key metrics for the year; Steve will share his point of view on how we ended 2005 and comment on progress made by the business towards our WIN strategy; and then Joe will wrap up with our expectations about 2006 and we will open it up for your questions. With that, I will turn it over to Joe.
Joe Cooper - Big Lots., Inc. — SVP & CFO
Good morning everyone. As discussed in detail in this morning’s press release, our results include both continuing and discontinued operations. First, I want to take a couple of minutes to explain the discontinued operations component so we can move on and get to continuing operations.
In our September sales release issued on October 6, we announced that we were going to be making some changes to our real estate strategy and would be closing some additional stores by the end of fiscal 2005. We indicated to you that we would be closing an estimated 126 incremental stores in fiscal 2005, an estimate that actualized at 130 incremental stores. This was on top of our plan for the year for what we would normally close on an annual basis, which has historically been approximately 30 to 40 stores per year. After evaluating certain quantitative and qualitative measures, we determined that the closing costs and operating results of these incremental stores should be classified as discontinued operations for financial reporting purposes, in accordance with SFAS No. 144. As a result, the operations of these 130 stores are reflected as income or loss from discontinued operations in our statements of operations for all periods presented.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Originally, we estimated that the total pretax cost of closing the incremental 126 stores would be approximately $60 million. During the fourth quarter, we actually closed 130 incremental stores at a total pretax cost of approximately $44 million, or $16 million below our original estimates. This favorability resulted principally because our recorded rental obligation totaled approximately $19 million, or $9 million below our original estimate, principally due to negotiated lease buyouts and subtenant income. From an inventory perspective, our cost of inventory liquidation markdowns of $13 million were approximately $8 million below our original estimates as we were able to sell more merchandise at the initial markdown level than originally estimated. And asset write-offs and store severance costs were $12 million versus our original estimate of $11 million.
We were very pleased to execute these store closings so effectively and timely by mid-January. Now let’s turn to continuing operations and focus on the approximately 1400 stores that we began 2006 with.
For the fourth quarter, we reported income from continuing operations of $37.7 million, or $0.33 per share, compared to income from continuing operations of $56.7 million, or $0.50 per share a year ago. Comparable store sales increased for the quarter by 2.5%, driven by an increase of 5.1% in the value of the average basket, partially offset by a decline in customer transactions of 2.6%. Basket growth remained balanced with a nice mix of higher units sold per transaction and slightly higher average item retail.
From a merchandising perspective, furniture and home continued to be the best performing categories. Our furniture business continues to trend well and posted double-digit comps for the second consecutive quarter. Sales trends actually accelerated from Q3 to Q4 behind an improving assortment and particularly strong customer response to our ad circular items over the Thanksgiving weekend and throughout the holiday season. Our home business, which for us includes domestics, home decor, tabletop, food prep and stationary, was also strong in Q4. Comps were up in the mid-single digits, benefiting from an increased level of closeout merchandise, particularly in domestics and scrapbooking. Comps in the consumables and hardlines categories were essentially flat to a year ago, and after a slow start in November, sales in the seasonal and toys areas improved in December and January to end the quarter only slightly down to last year.
Our gross margin rate for the quarter was 37.1%, down 320 basis points to last year, principally due to clearance-related markdowns, along with higher inbound freight costs and certain IMU-related cost pressures. Approximately one-half of the variance in the gross margin rate to last year was markdown related. Specifically, as part of our merchandising initiatives, we had informed you back in October that we would be taking up to $28 million of markdowns at cost over and above our plan. Steve initiated this action early on when he arrived to move through slower selling items or classifications. The clearance activity achieved this objective and our inventories ended Q4 in very good shape, and the clearance activity actually benefited the comp in Q4 by approximately 1%. In addition to the markdowns, inbound freight costs as a percent of receipts peaked in Q4. Aside from the higher fuel costs, which have impacted our freight costs all year long, rates in Q4 were pressured further by premiums passed on by carriers due to the availability of drivers and capacity constraints in the industry, especially in the Western and Midwest regions. So, gross margin was definitely challenged in Q4 and in a few minutes, Steve will discuss how we believe we can make some progress on the gross margin rate in 2006.
This quarter’s SG&A rate of 32.6% was 100 basis points better than last year. Leverage was achieved primarily through increased productivity in our stores and distribution centers. In stores, we are improving our productivity per hour, and the inventory flow of cartons from our merchandising team was better managed than a year ago, which was critical as our volume does ramp up in Q4. DC throughput improved, particularly in our newest DC in Durant, Oklahoma, and our re-engineered DC here in Columbus. In only its second year, our Durant DC is now challenging Tremont as the most efficient location in our network. Partially offsetting these cost savings were the continued pressure of higher fuel costs and utility rates, along with a shift of approximately $3 million in advertising expenses from Q3 to the peak holiday shopping season in Q4.
Net interest expense was $1.1 million for the quarter; that’s $0.4 million lower than last year due to lower average borrowings.
The effective income tax rate for the quarter was 38.9%.
Turning to the balance sheet, our total inventory ended at $836 million, down $59 million, principally due to a lower store count. On a comparable store basis, inventory declined 4% per store versus the fourth quarter of fiscal 2004 as an increased level of markdowns on slower-selling merchandise and improving inventory turnover was partially offset by the planned early receipt of lawn and garden merchandise to support our clustering strategy for warm weather stores. For the year, inventory turnover matched the Company’s record high at 3.0 times.
Bank debt at the end of the fourth quarter was $6 million, that’s down $154 million to last year, principally due to reduced inventories consistent with a lower store count and lower levels of capital spending.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Capital expenditures were $10.1 million for the quarter, down $17.1 million to the fourth quarter of last year. For the 2005 fiscal year, CapEx was $68.5 million, down $66.8 million to last year. The decreased level of capital spending related to fewer new store openings this year versus last year, and no investment and store remodel activity this year, compared to 66 stores a year ago. Additionally, we experienced a lower level of capital spending in our distribution centers in 2005 as last year’s capital included the Columbus DC re-engineering initiative. Depreciation expense for the fourth quarter was $27.4 million. For the 2005 fiscal year, depreciation expense was $108.7 million, up $9.3 million compared to last year.
At the end of the fiscal year, total selling square footage was 29.9 million. We began the year at 1,502 stores, opened 73 new stores and closed 174 stores, including the 130 store closings reported as discontinued operations, and 44 stores closed in the normal course of business. At the end of the fiscal years, we were operating 1,401 stores. For comparison and modeling purposes, we began the year with 1,372 stores, if you exclude the 130 stores we closed in 2005 classified as discontinued operations. Also at the end of the fiscal year, furniture as a department was in approximately 1,300 stores, or 94% of the fleet. Steve.
Steve Fishman - Big Lots., Inc. — Chairman & CEO
Thanks Joe, and good morning everyone. Before I share with you an update on our WIN strategy and thoughts about 2006, I want to comment briefly on the fourth quarter. As I’ve told our team here at Big Lots from the day I walked in, I’m going to tell you some things that you like and some things that you don’t like. But I will always be honest with you and provide you with the best information possible to understand how we are progressing and how we’ve been successful in improving our business.
From strictly a financial earnings point of view, $38 million worth of net income or $0.33 a share on a 2.5% comp that was highly promotionally driven is not where we want to be longer-term. The potential for this business is much greater than that. So if you’re focused on Q4, you’re probably disappointed.
But I’m not focused on the last quarter, and neither is our team. We’re focused on rebuilding a business here, generating cash and driving sustainable growth well into the future. From that longer-term perspective, Q4 was a very successful quarter when you think about all that the team has accomplished in terms of developing the WIN strategy, closing the underperforming stores, taking some markdowns to clean up our inventories heading into 2006, reducing the overall cost structure of the business through some very difficult decisions, and continuing to improve the percent of closeouts available for sale.
Also, before I move on to WIN, the business generated $154 million of cash in 2005 by making some of these difficult decisions. We announced today that our Board of Directors approved a share repurchase program of $150 million to be completed within the next 12 months. This represents the largest share repurchase in the Company’s history, but ultimately the amount of shares and at what price will be determined in part by the markets.
So let’s talk about one of my favorite subjects, and that’s our WIN strategy. I told you back in August that there would be three phases to the WIN strategy — discovery, testing and execution. During the last six months, we’ve been in the discovery phase and we’ve learned a great deal about the business. We believe that the strategy is pretty much set and now, in 2006, will be significant testing in many areas of the business. Remember, three focused components — real estate, operating expense structure, and merchandising.
Let me touch briefly on the real estate first. After a tremendous amount of store-level analysis, we’ve gained an understanding of what works and what doesn’t. Based on these learnings, we told you back in October we were going to close about 8% of our store base because they were underperforming locations and would cost us up to $60 million. During the fourth quarter, we closed 130 incremental stores and did so for about $44 million; a lot of money, but less costly than if we allowed these stores to continue to weigh on the business’ performance. We also told you that we were going to be slowing new store growth until our business begins to improve. Joe is going to give you more details on that in a moment, but we will open a minimal number of stores in 2006, in the area of 15 or so. Our new store strategy is very market-specific, and not all over the country. The market focus of our new stores will be in states like California, Arizona, Washington, New York, and New Jersey; areas of the country where we have been most successful recently. Again, these are not easy decisions because some of the people see this as slowing growth, which from our perspective, it is the fiscally responsible thing to do until our operating margins begin to improve. We believe that we can drive more growth and generate more cash in the near-term by improving our productivity to the existing fleet of 1,400 stores. And finally, we’ve proven to the landlord community that we will walk away from locations. If the deal is not the best deal for Big Lots, then we will walk away. This also means that we are taking an aggressive approach on renewals and attempting to renegotiate some of our existing leases as well. I feel very good about our progress in the last six months in real estate.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
The next component of WIN is operating expenses. Back in November, we indicated that approximately $30 to $35 million of annual cost reductions had been identified. A portion of those, approximately $5 million, was realized in 2005, leaving $25 to $30 million of incremental reductions included in our 2006 plan and guidance.
We made some headcount-related changes, and I would estimate those reductions were a little less than half of the total annual cost savings. These actions were taken in the general office here in Columbus, organizational changes were made in our distribution facilities, and most recently in January, we restructured our field operations team. We realigned their responsibilities based on the store closings and lower expected store growth in the near-term. Additionally, we eliminated some redundancies in the organization between the closeout and furniture operations. These changes are behind us, and we’re moving forward as a more efficient, focused organization. In terms of headcount reduction and initiatives, this is what we had planned, and we are not currently planning any significant changes in the foreseeable future.
The remaining cost reductions will occur in our stores, but as a result of cross-functional alignment across the entire organization. Or in simple terms, all areas of our business can and will help our stores team become more efficient. We need to become a selling organization as a company, not just take the approach that if we buy it, they will come. What I mean by a selling organization starts at the merchandise buy — how it will be priced? We need to simplify our pricing strategy, and probably move to fewer price points, which should make it easier for the customer to understand and our stores to execute. Are the items pre-ticketed? How will the merchandise arrive at our stores, case packs, pallets, PDQs. All of these decisions impact how productive our store associates can be. Additionally, the level of cash-related work we were asking of our stores was way too extensive and inefficient. I have said this on many occasions — I want our stores’ team focused on getting the merchandise out to the selling floor, keeping a clean store, and servicing the customer. That’s it, it’s just that simple. We are in the closeout business, and merchandising at unbelievable values needs to take over from there.
So that’s how we will get the cost savings in 2006, but we are not finished there. I committed to you on our last call that we’re going to be looking at our long-term expenses as well — distribution and transportation, stores, rent and occupancy, advertising, all areas of the business.
First, transportation and distribution. We’ve brought in some outside expertise to help us evaluate our processes and begin to test merchandise flow-through, hopefully later this year.
Next, stores. I have approved about $5 million worth of capital to begin to test a new point of sale register system in 2006. We believe there is an opportunity not only in the store efficiencies and processes, but also in improving our markdown processes.
Rent and occupancy. I believe our real estate strategy and more frugal capital spending has us headed in the right direction here.
So we are not resting on 2006 savings, because in my view, we still have an opportunity to lower the SG&A rate of the business and not just through higher sales. We’re moving forward in thinking about the cost structure for 2007 and future years.
Marketing is another area of the business that has a pretty significant SG&A budget. We have new leadership in marketing, and along with new leadership comes new ways of thinking about our business. We will begin testing a number of different areas during the first half of 2006. The ultimate goal in testing here is to drive sales and profits and to learn more about what our optimal advertising spending dollar spend, or mix of spend, should be. We will be doing a significant amount of advertising testing in 2006; in fact, I think the number was around 20 or so different variables that we want to learn about — levels of television coverage, types of ad circulars, presentation, radio coverage, and also,, in-store presentation. I can tell you that we have a new approach to television, which begins the first week of March. So over the next several months, we will learn a great deal in marketing to better understand what is the best way to communicate to our customers, and also, are there efficiencies or cost savings available in this area?
The real estate and operating expense work has and will continue to positively impact our results by lowering our SG&A rate, and ultimately the comp leverage point. I’m very excited about the testing planned for marketing and what we will learn about our potential in that area of the business. But at the end of the day, we are a merchandising company.
In our view, the long-term prospects of this company rest on improving the sales productivity of our store. At $145 to $150 per square foot, we are underperforming to the competition. We have portions of our store achieving much higher productivity and some lower. The point is, we are too inconsistent across categories and we need to address it.
Second, we must stabilize and start to work on improving the gross margin rate of the business. Every tenth of gross margin rate declines cost us about $4.5 million pretax, or $0.02 EPS. Significant numbers.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
So how do we work on the sales per foot and stabilizing the gross margin rate of the business at the same time? It’s with a detailed, specific merchandising strategy. Know what your customer wants and what they’re willing to pay for it. It’s through building better vendor partnerships, getting the best deals and the best price on the cost side. It’s getting the merchandise here, where you want it, packaged the way our stores can handle it, and putting it in the right stores to maximize sales and markdowns.
Let’s review briefly what’s already been done. Three decisions, already actioned that will help in improving sales and margin. We exited the stand-alone furniture stores. We were not making money and the stand-alone concept was not a focus. Don’t misunderstand, we love the furniture business. Last year alone, we did over $650 million in furniture sales, one of the top furniture retailers in the country. I know furniture causes anxiety in the market, given the failures of others in this category, but we have to listen to our customers, and they have voted with their dollars. Joe mentioned earlier double-digit comps in the last two quarters and an accelerating trend in the holiday season. Additionally, as we’ve moved into the tax refund selling season, we continue to see strength in this category.
Second, we have completely exited the frozen food category. Not a good business for us. We have a better use for this space. Generally in most stores, we replaced frozen by expanding our pet category, which has been a strong category for us and a lot of retailers. For us, pet is a heavily closeout category, with more top brands being added soon. Better margins and easier execution in our stores.
Finally, and this one was tough in the near-term, but we told you we would be taking up to $28 million of unplanned markdowns in Q4 to move through slower selling items during the peak holiday traffic periods. A tough call, a lot of money, but it was executed well and within our estimates that we gave you in October. We’ve entered 2006 with very clean inventories and ready for business. Going forward, I’ve committed to our merchants that we will take markdowns timely, and we will keep inventory moving, making room for the next big deal. But large, unplanned, “Big Clearance” markdown initiatives such as the one we have just executed, cannot and will not be tolerated again.
These are actions taken, so now what about the strategy going forward? We’ve completed an extensive amount of customer research and learned a great deal about what is most important, which is brands, treasure hunt, price, value, and savings. I shared a lot of this information with you back in November, but maybe the single biggest takeaway was the fact that the majority of our customers consider themselves to be treasure hunters and come to our store without a specific item in mind to purchase. What an amazing opportunity for our business when we execute. They want brand names at great value and savings. So brands and great prices will be a critical part of the strategy, but we knew that. How do we think out of the box on how to deliver that treasure to our customer?
One the most critical components is going to be do we have enough top brands in each category, and good and collaborative relationships with those manufacturers? At the end of January, we hosted our first-ever business summit here in our home in Columbus, with over 100 key executives from the nation’s leading companies in attendance. For some of those companies in attendance, we were already a large customer. But there were many of those in attendance who we currently do no business with. I personally walked them through our merchandising strategies and challenges and demonstrated how we may be able to partner together to make each one of them, and us, more successful.
I shared with them that we think of the assortment in our stores as having three components. Closeouts, which is our focus and the majority of our assortment. Always the preference and biggest source of value to our customer. Next, engineered closeouts — items that we often develop along with our vendor partners, preferably a top brand, but definitively and definitely easily recognizable as a great deal by the customer. The visual and value characteristics should be similar to a closeout. A very good example is a branded manufacturer that’s made a toy for other in-line retailers. They already have an investment in making the mold, or establishing a line. So for them, a few thousand extra units in different packaging is not a big deal. With this excess capacity, they can make a little extra money on their investment and sell the units to Big Lots at a reduced price. Brand names, and to the customer it feels like a true closeout because of the value savings. Or a famous name apparel manufacturer who has the ability under a brand name to manufacture us jeans or shorts around back-to-school, or spring break, or for warm weather stores. Incremental business, easy to handle in our stores, we can control the quantity and quality, and the distribution. Thinking differently. Just a couple of examples of how we have to think outside the box in merchandising to drive sales and margin dollars.
And then, the third source of supply is consistency product, or items that the customer expects you to have, like shaving cream, bottled water, things like that. We would see ourselves addressing these customer demands through a captive brand or a private-label, preferably captive brand. As an example, in the past several weeks we started carrying Rival dog food. Rival is a brand name that we now control. Consistency product under a brand name for the customer. But this program should not be your typical private-label program, we’re Big Lots. Our items need to be unique in size, quantities, and features.
I tried to stress to our guests at the business summit that they could potentially satisfy any one or all three of these different types of supply. We’re not boxed into a specific type of sourcing with them, and these can be collaborative and can change. I said at this meeting and many of the guests in attendance agreed with me after the meeting. If we’re one of the largest retailers in the country and they are some of the largest manufacturers,
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
then we should be doing significant business, or something is not right, and I firmly believe that. I’m positive that these business leaders from some of the top brands in the country walked away thinking that things are different and buzzing at Big Lots. Partnering with the top manufacturers and being associated with the top brands in each of our major categories will be incredibly important to satisfy the treasure hunter as we move forward.
Another source of supply that does not necessarily apply to all types of merchandise category is refurbished products. My definition of a refurbished product for our stores would be to have good quality, a desired brand name and an excellent source of value to the customer with an appropriate warranty or guarantee of quality. There is not a significant retailer that I’m aware of that owns this business in a major way. We already do a fair amount of business in refurbished items in certain areas, such as electronics, home maintenance and small appliances. But we’re looking at this as an opportunity for us in the future.
So taking into account all that we’ve learned from our customers and all that we’re doing on the vendor side, each merchant now has been given a very specific roadmap for their category which details for them, by class or category, what is their sales potential and what category should it come from? How much of the business should be closeout, engineered closeout, or how much of the business should be expected under a captive or private-label? Next, the roadmap targets the top two branded vendors in each classification. It identifies quality standard or benchmark for the category whether it’s in a big box retailer or a specialty retailer, in the case of a seasonal or home category. It importantly defines the pricing strategy. Is it simple and easy to understand? Can it be easily executed in the store, and are you getting the best price on the buy side and on the sales side in terms of average item retail from the customer? Do we have an exit strategy? Markdowns to keep the category turning, and ever-changing for the customer.
Within each category buyers are thinking about, “buzz builders, basket builders and must haves.” “Buzz builders” are the WOW items that create excitement in a store and customers love to brag about to their friends, like famous maker jeans for $12. “Basket builders” are impulse items that can increase the average basket, like snacks, seasonal items or grabbing a Coke, and “must haves” are frequently purchased items, such as batteries, bottled water, and bleach. These items can be satisfied by closeout product, engineered product, or captive label. This is different than the standard never-out program we had previously been touting in our stores.
A lot of people are focused on customer traffic and asking me what we’re doing to drive more customer transactions in their store. I told you earlier there’s a significant amount of testing and marketing ideas that will hopefully give us an answer or a series of potential ideas to get new customers into our stores. But my focus in the near term is on how do we capitalize on and earn more of our loyal customers’ current spend? How do we “raise the ring”? I believe the answer is better merchandising, more consistent merchandising execution across all categories in the store, and that’s what our merchants are focused on. All of our strategies are designed to get more dollars from our existing loyal customer base, a strategy we’re calling, “raise the ring”. Item selection, thinking outside the box, and pricing will be critical. Who would’ve thought that Big Lots could sell a $300 vacuum cleaner, but we did. Earlier this month, we had a Dyson vacuum cleaner in our weekly circular, and sold almost 3,000 units in a week. That’s thinking outside the box, that’s raising the ring. This past week we offered a $598 generator in our southern stores. That’s raising the ring. We’re going to hit some home runs with this approach, and we will also make some mistakes. Mistakes during this testing phase are okay if we learn something along the way. But when mistakes occur, and they will, our markdown plans give us the flexibility to take markdowns and fix the mistakes. I want to encourage our merchants to try different things. We have to think differently, we’re Big Lots and that’s what our customer expects and demands from us.
Now don’t misunderstand me, raise the ring is not all about higher prices. It’s about how do you build a higher customer basket of great values each time they shop our stores? It could be basket builders or units sold per transaction, or in my earlier examples, it could be a higher price point item that represents significant dollar savings to the customer.
So the merchandising strategy is evolving, and I can tell you that each merchant has a very clear view of what success will look like in 2006. And as the CEO and a merchant, I can guarantee you that they will be held accountable for that strategy.
Joe is going to give you details in a moment on 2006, but let me try to give you my thoughts briefly at a higher level. Sales at a 2 to 3% comp is sort of the price of admission in retail, what you need to cover inflationary cost increases. The last couple of years, we’ve not achieved that, but I can assure you we’re running fast and the team is very energized about driving sales.
Gross margin rate improvement is critical. We need to buy it smarter, price it better, put it in the right stores and drive turnover. Our markdowns have been high in recent years, and we can do better. It’s important that you understand, though, that I will take markdowns to stay fresh, drive the business and turn the goods. We will make mistakes, merchants always do. Especially this year as we test ideas, there will be winners and there will be losers. We will celebrate the winners and address the losers with timely markdowns and move on. We will learn a tremendous
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
amount about our business in 2006 with all of the testing that’s scheduled. Testing in areas of merchandising, raising the ring, marketing, merchandise flow-through, POS register systems. We’re focused on growing the operating margin of this business and generating cash.
Our team enters 2006 with incredible momentum and energy. There is a buzz in the building here in Columbus and our field operations team across the country has embraced the changes we’re making. Business is everything but usual, and we’re thinking differently. We’re making decisions about merchandise we want to carry, how we want to buy it, price it, market it and distribute it to our stores. We’re focused on becoming a selling organization, and we do not see any one factor that’s inherent in our business that would keep us from accomplishing our goals. There will always be external challenges or pressures that can impact our results like fuel costs, weather, the economy or competition, but I firmly believe in this business and the potential of this operating model. And how we execute to our plan, manage our business, work together as a team and communicate to the customer are powerful opportunities that will determine how successful we will be in 2006 and in the future.
Joe Cooper - Big Lots., Inc. — SVP & CFO
I want to touch on some of the details of our 2006 guidance. Hopefully then Q&A can be less about financial modeling questions and more about strategy and where Steve intends to take the business.
Overall, we’re planning 2006 earnings to be in the range of $0.38 to $0.43 per diluted share, up from 2005 income from continuing operations of $0.14 per diluted share. This guidance includes the positive impact from a 53 week retail calendar in fiscal 2006 of approximately $0.05 per share, partially offset by a $0.02 per share impact from SFAS 123(R) related to the recognition of stock-based compensation expense.
Our 2006 sales plan calls for total sales growth in the 3 to 4% range, which is based on a 2 to 3% comp. During 2006, we anticipate opening approximately 15 new stores and closing about 40 stores. We will have fewer openings in 2006 compared to past years as we move from an opportunistic real estate strategy to a market-focused strategy targeting desired trade areas in our strongest markets. The closings will come principally from underperforming stores, up for renewal in ‘06, where we anticipate that the landlord will not be able to reduce occupancy costs enough to help us satisfy our required rate of return. The overall decline of 25 stores in fiscal 2006 is expected to occur primarily in the fourth quarter. In terms of the furniture business, we estimate that approximately 1,350 stores, or approximately 98% of the chain, will have some form of a furniture offering at the end of this year.
As Steve covered earlier, we’re expecting gross margin rate improvement in 2006 through a combination of improvement on the cost and sourcing side, along with the “raise the ring” strategy. Additionally, we believe that through improving inventory turns and better systems and processes, we should be able to make some progress on lowering our markdown rate compared to the last two years.
The SG&A rate is expected to improve with an estimated leverage point at a 2% comp. The leverage obtained from WIN-related cost reductions and a 2% to 3% comp are expected to be partially offset by bonus expense, along with external cost pressures, such as fuel and utilities.
Net interest expense should be in the $6 to $7 million range.
The effective income tax rate is planned to be in the range of 36 to 40% versus the 2005 effective income tax rate of 24.8%. The expected variance is due to the expiration of the work opportunity and welfare-to-work federal income tax credit as of December 31, 2005, and no comparable anticipated write-down of the deferred tax asset due to enacted law changes that occurred in 2005, as well as, settlement activity isolated to 2005, and finally, the jurisdictional mix and magnitude of earnings expected in 2006 versus 2005.
For the year, capital expenditures are expected to be in the $50 to $55 million range. That’s our lowest level in the last 10 years. Maintenance capital is estimated at $30 to $35 million, real estate capital principally in new stores is estimated at approximately $10 million, and IT-related capital of approximately $10 million is planned related principally to the Next Generation store systems Steve mentioned earlier.
Depreciation expense is estimated to be $105 to $110 million.
Our planned performance, combined with an inventory turn of 3.1 times, should generate free cash flow in the $120 million range. That’s prior to the $150 million share repurchase that we announced earlier today.
In the first quarter, comp sales are planned up in the 1% to 3% range. Total sales are estimated in the range of $1.075 billion to $1.095 billion. That’s an increase of 3% to 5% to last year. Q1 earnings are estimated to be in the range of $0.04 to $0.07 per diluted share compared to $0.06 last year.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Finally, as we announced this morning in our press release, we will begin to report sales on a quarterly basis in fiscal 2006, rather than a monthly basis. As many of you know who have followed the Company for any length of time, monthly fluctuations due to special merchandise deals, advertising shifts, holiday shifts or even weather are not unusual for our business. We would expect that monthly fluctuations and sales trends would normalize during a given quarter. We believe quarterly comps are a better, longer-term measurement and similar to many other large retailers, we believe a longer-term view is a better evaluation of business performance and how well our strategies are working. We expect to report sales for the first quarter on Thursday, May 4.
Tim Johnson - Big Lots., Inc. — VP, Strategic Planning & Investor Relations
We would like to go ahead and open the lines for Q&A, Marie.
QUESTION AND ANSWER
Operator
(OPERATOR INSTRUCTIONS). David Mann, Johnson Rice.
David Mann - Johnson Rice — Analyst
Good morning, thank you. I guess the first question I have is about the operating margin potential that you might see for these core group of about 1,400 stores. In terms of the guidance, it looks like you’re guiding to the 2% or a little below that. Where do you think the operating margin potentially could go as you effect some of the strategies?
Joe Cooper - Big Lots., Inc. — SVP & CFO
We’re not putting out a long-term model for the business at this time, and I guess we could just leave that up to you. You’re clearly very familiar with the business and would model that out.
David Mann - Johnson Rice — Analyst
In terms of the other question I might have, you’ve talked a lot about some of these strategies to increase the average ticket. Can you give a sense on sort of the traffic trend in terms of when you might expect that to start to sort of moderate, the decline you’ve seen over the last year or so?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
I think that’s a difficult one, David. I don’t think we’re any different than most of the retailers, at least that I’ve seen, who’ve talked about it. Traffic is not robust and increasing in most retailers. I don’t think we have seen it — I think the last quarter was about consistent with the last few quarters. I think January clearly was better because of the topline sales, and you saw that. And initially, we’re seeing the same kind of performance as we go into the spring. But the reality is, we’re focused on our existing customer base.
I think you might be interested when you start seeing some of the media that breaks at end of this month, actually really this weekend, first of March or so. That we are — we’ve decided not only to address the existing customer base, but some new customers. And I hope over time we’re going to eventually squelch the declining traffic customer issue, customer transactions. It’s not count, its customer transactions in the store. But it certainly is not quite as bad as it was when I first entered the Company, and hopefully it will continue to get better.
I think the second quarter we have a better opportunity than the first, and I think you’ll see our business get better and better as it goes forward towards the end of the year. I think it takes an amount of time for the strategies that we’ve put into place to really take effect. So it’s not just the customer count, but it’s almost addressing everything that you or anybody else might ask me, which is, the business itself. We anticipate the
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
strategy taking hold in the first quarter, but better in the second than the first. Clearly, better by back-to-school and by Christmas, really starting to move.
David Mann - Johnson Rice — Analyst
If I could just follow up one last question on that. In terms of the success I guess you’re indicating on sort of the higher price point on the branded vacuum and in the current ad, you have some really high-quality branded patio furniture. Do you feel like you’re starting to perhaps attract a slightly more affluent customer that may be returning back to the store being some of that?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
Give me time. I think we said before, and if we haven’t, we have all types of customers. We know from all of the information that we got that we have three levels of customers. If I haven’t shared this, I will share with all of you now. We have a challenged economic customer base, we have a mid-line economic customer base, which is basically the model of the average American, which is predominantly what are customer is, in the $42,000 income range. Young, married, early 30s with a family. And then we have a customer clustering of $75,000 to $150,000 income customers. And I’d love to tell you that they are responding to some of the things that we’ve done. We clearly saw in some of the locations, because the ad you’re speaking to specifically was a market-specific clustering strategy. I talked about our clustering strategy. We were very focused. That actual Brown Jordan promotion ran in Miami, Florida, southern locations, and San Diego, if I’m not mistaken, and we had store locations that clearly individually sold a tremendous amount of it, and I’m sure it was to a better quality customer. The first week of the month, you mentioned that tab, I don’t know if you caught that, we had some unbelievable name-brand values of high-end televisions, and we did quite well. Our last two promotions that we have had this month, we’re really pleased with. The look of the print is new also. I really didn’t address it, but I tried to give the perspective that everything that we’re doing in marketing is changing. And the two promotions we ran so far in February, we were very pleased with.
David Mann - Johnson Rice — Analyst
Steve, thank you.
Operator
Jeff Stein, Key Banc.
Jeff Stein - Key Banc — Analyst
Steve, a question with regard to engineered closeouts. I’m wondering if you might address the issue in terms of where you want to take that piece of your merchandising strategy this year, and what implications are for gross margins. In other words, can you earn as high a gross margin on a deal that you’re striking directly with the vendor to produce goods for you, as you could buying it on the closeout market, where basically they may be under considerably more pressure?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
That’s a good call and a good catch. Let me answer what I thought was two separate questions. First off, we’re very encouraged by our ability to do some things with existing vendors and new vendors from an engineered closeout standpoint. The intention would be that we have gross margin responsibilities in each and every department, but I must tell you, we’re focused on gross margin dollars and that’s going to be the key to the strategy. And there will be engineered closeouts that we will make margin numbers that are very similar to closeout businesses, and there will be conscious decisions to make — where we might not make the norm of a real closeout, but it makes sense in its incremental volume over and above the existing plan and we’re willing to accept that because it’s going to generate traffic. And more importantly, it puts us instead of second or third on the pecking order, at the top of the list with the existing vendor when closeouts become available.
So really, it’s a really full-circle complete strategy, Jeff. One, to have somebody who’s willing to let us tag along at end of a production run, or in the box change or a UPC code change or the fact that it doesn’t cost them anymore because they’re running the mills, running the machines, have
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
the molds or whatever the case may be. In some of the cases, we’re making exactly the same amount as we’re making in the closeout business. And in some cases, there will be slightly less. But those will be major opportunities that are incremental volume over and above the existing plan, and we’re very conscious of that.
Jeff Stein - Key Banc — Analyst
Any ideas, Steve, in terms of what percent of your buys this year might fall into that category?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
The answer is no. But just because everybody will shake their head at the end and say that we can’t give you that, but let me be realistic. We know a number of different elements about our business. The actual closeout business is critical to us. Every roadmap that every one of our merchants has outlines what percentage of business should be closeout, and what percentage of the business can be engineered closeout and what percentage of the business can be must-haves. That’s what we’re calling it — must-haves. And we’ve seen an increase in our closeout business. We’ve never separated the difference between what today we’re going to start calling an engineered closeout business and a closeout business. We still want to drive our business through actual branded closeouts. But it was a nice increase in the fourth quarter in almost every aspect of business. In fact, the one business that really has been no closeouts, which is the furniture business, had probably one of the biggest lifts in closeouts because we addressed the ability to buy closeouts in the furniture business more than we’ve had since we’ve been in the furniture business, and interestingly enough, the largest rises that we saw in increase of closeout business in the fourth quarter were our businesses that were the largest comp increases that we had for the fourth quarter — the home businesses and the furniture business.
Jeff Stein - Key Banc — Analyst
One last question. Ad spending — wondering if you could address your anticipated level of ad spending as a percentage of sales, and how you might be planning to change the mix between print and TV?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
I’ll address that, and I will give you what we’re planning on right now. But Jeff, I want to be very cautious — we really have a huge amount of testing. Advertising spend-through runs about 2.3% of total, which by the way, even we’ve been criticized as a number that has dropped as a percentage to total, no matter what has happened to the SG&A of this company’s business every year and will drop as a percentage of total this year also. So it’s a little over $100 million in round numbers.
Right now, the print part of the business is about 60% of the investment, the media part of the business in round numbers is 40% of the business. But Rob Claxton has got a huge variable testing program going on between now and June, that if we see many, many issues that say we need to shift to more media, we need to shift to more print, we’re going to be doing some radio, which we’ve really never done before because radio offers us a great promotional opportunity, and Rob also has, which has been asked of me before and we will address, money budgeted in that budget to take a look at the Internet because it’s time for us take a step back and take a look at how we’re handling the Web, and what our options are there. We have no idea, I don’t want anybody to jump to conclusions there, but we do have money in the budget, which is an ample amount within that funding level to take a good, hard look at what should we be doing with the Internet. So we clearly have more than enough money to do everything we want to do.
Jeff Stein - Key Banc — Analyst
When you say the Internet, are you talking about Internet advertising, or selling product over the Internet?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
I don’t know, but we’re sure going to find out.
Jeff Stein - Key Banc — Analyst
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Thank you.
Operator
(OPERATOR INSTRUCTIONS). David Mann, Johnson Rice.
David Mann - Johnson Rice — Analyst
Thank you. Can you clarify, Joe, in the guidance, does the 2006 guidance include the effect for the buyback?
Joe Cooper - Big Lots., Inc. — SVP & CFO
Yes it does.
David Mann - Johnson Rice — Analyst
Should we assume current prices in terms of the number of shares, or how would you factor that in?
Joe Cooper - Big Lots., Inc. — SVP & CFO
I won’t be that specific on that, David.
David Mann - Johnson Rice — Analyst
One other question in terms of the seasonal business. Steve, it seems like every year, the company is sort of taking a new stance or a tack or a level of conservatism towards the seasonal business, as for Christmas. Can you give a sense on how you are looking at Christmas 2006 in terms of the seasonal differences?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
Actually I will. Some of you who know me know that just as a merchant, I do have a background in merchandising hardlines and seasonal is one of those businesses I’ve been involved with. So I understand it. I like it. It doesn’t offer us the closeout branded opportunity that every one of our other businesses offer us. So I don’t want to send a signal there, but I can tell you this. We have made changes in our seasonal organization, probably more significant changes from an overall management perspective than I have in any one of the other businesses I’ve touched on since I started with the Company. That’s number one.
Number two, I was very specific to our new trim-a-tree buyer who joined us, spent about a week with us, then went overseas about how to aggressively pursue, and he so far — and it’s real early, as you well know, David — has found some great opportunities. Because of the challenges some of the trim-a-tree manufacturers have had in the past, we’ve made some really good buys for the Christmas season already. But we will have an extremely conservative Christmas seasonal plan. I instructed him that we are not reaching in that business until we understand how we really want to run it, because I don’t want to come back to you and tell you we had another bad seasonal season, to be quite honest. So it will be very conservative, single digit plan.
David Mann - Johnson Rice — Analyst
Very good, thank you.
Operator
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Jeffrey Stein, KeyBanc.
Jeff Stein - Key Banc — Analyst
Just a follow-up question for Joe. Wondering, Joe, how much of the store closing costs charge you took with cash, and will there be any residual cash charge taken in 2006?
Joe Cooper - Big Lots., Inc. — SVP & CFO
There will be residual cash charges, to the extent principally related to the lease obligations, Jeff.
Jeff Stein - Key Banc — Analyst
Any thoughts in terms of what that might be?
Joe Cooper - Big Lots., Inc. — SVP & CFO
Just a second.
Steve Fishman - Big Lots., Inc. — Chairman & CEO
Do you have another question while we’re scrambling?
Jeff Stein - Key Banc — Analyst
Yes. I’m wondering, are we going to get restated first through third quarters from last year, to account for the discontinued operations?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
Yes, that will be in the 10-K.
Jeff Stein - Key Banc — Analyst
That’s all I had.
Steve Fishman - Big Lots., Inc. — Chairman & CEO
We’re trying to find that other answer, Jeff, but if we don’t get it to you, we will get it to everyone. Do you have it?
Jeff Stein - Key Banc — Analyst
Steve, I have one more question, if you’re going to cut back your seasonal programs, let’s say your holiday trim program for 2006, any thoughts in terms of how that selling space might be used?
Steve Fishman - Big Lots., Inc. — Chairman & CEO
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
You termed it cutting it back. I’m not cutting it back. I’m just not going to have this aggressive growth plan so we that don’t get ourselves into trouble.
Jeff Stein - Key Banc — Analyst
Got it.
Steve Fishman - Big Lots., Inc. — Chairman & CEO
We actually, from a store repositioning standpoint, we’re not changing the floor space on any of those seasonal businesses, other than maybe going forward in prototypical stores — the positioning of the seasonal business. I know the Company in the past has worked very, very hard and talked a lot before I got here about the new prototype and retrofitting the stores, and if you walked into one of our stores, Jeff, and anybody else there, in a traditional store, you’d see seasonal in the middle of the store, and the fluctuations and stuff like that.
We’re also working on our own new variation of a new store prototype. It’s strictly a test, it’s a laboratory, I don’t want anybody to get all excited about Steve’s going to retrofit 1,400 stores, because I have no intention of doing that at any point. But I am working on something that is what I consider to be more customer-friendly, next generation that we have finished, and now we’re playing with at this particular point and frankly going to open a number of the new stores in a different format, and since you mentioned it, seasonal will not be in the center court of the store.
Jeff Stein - Key Banc — Analyst
Got it.
Joe Cooper - Big Lots., Inc. — SVP & CFO
Jeff, here’s the — we mentioned about $44 million. About $10 million is future rent, the balance was paid — we had inventory liquidation charges, that was actually cash positive because we had already invested in the inventory. And then the balance was principally write-off of assets and stores, which was non-cash.
Jeff Stein - Key Banc — Analyst
Joe, finally, when you look at your $120 million of free cash flow, approximately how much of that might be working capital?
Joe Cooper - Big Lots., Inc. — SVP & CFO
For this year?
Jeff Stein - Key Banc — Analyst
Yes, for this coming year. In other words, will working capital drop in 2006?
Joe Cooper - Big Lots., Inc. — SVP & CFO
We have a positive impact to the extent of the turn. And that’s — I’ll let you model that through, but go ahead and model through — the turn is expected go from 3.0 to 3.1. No real increase in AP leverage. So principally, the balance is operations.
Jeff Stein - Key Banc — Analyst
Thank you.
                 
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Final Transcript
Feb. 22. 2006 / 8:30AM, BLI — Q4 2005 Big Lots, Inc. Earnings Conference Call
Operator
(OPERATOR INSTRUCTIONS). At this time, we have no further questions.
Tim Johnson - Big Lots., Inc. — VP, Strategic Planning & Investor Relations
Thank you, Marie and thank you everyone for joining us. We look forward to talking to you soon.
Operator
Ladies and gentlemen, a replay of his call will be available to you within the hour. You can access the replay by dialing 1-800-207-7077 and entering PIN number 4596. Again, that phone number is 1-800-207-7077 and the PIN number, 4596. Ladies and gentlemen, this concludes today’s presentation. Thank you for your participation, you may now disconnect.
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