Ohio
|
06-1119097
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification
No.)
|
300 Phillipi Road, P.O. Box 28512,
Columbus, Ohio
|
43228-5311
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Large
accelerated filer
þ
|
Accelerated
filer
o
|
Non-accelerated
filer
o
|
Smaller
reporting company
o
|
Page
|
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2
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2
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a)
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2
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b)
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3
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c)
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4
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d)
|
5
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||||
e)
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6
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12
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17
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17
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18
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18
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18
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18
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18
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18
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19
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19
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19
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Thirteen
Weeks Ended
|
||||||||
May
3, 2008
|
May
5, 2007
|
|||||||
Net
sales
|
$ | 1,151,589 | $ | 1,128,399 | ||||
Cost
of sales
|
687,798 | 681,486 | ||||||
Gross
margin
|
463,791 | 446,913 | ||||||
Selling
and administrative expenses
|
386,856 | 382,686 | ||||||
Depreciation
expense
|
18,778 | 21,764 | ||||||
Operating
profit
|
58,157 | 42,463 | ||||||
Interest
expense
|
(1,412 | ) | (92 | ) | ||||
Interest
and investment income
|
12 | 3,010 | ||||||
Income
from continuing operations before income taxes
|
56,757 | 45,381 | ||||||
Income
tax expense
|
22,271 | 16,357 | ||||||
Income
from continuing operations
|
34,486 | 29,024 | ||||||
Income
(loss) from discontinued operations, net of tax expense (benefit) of $14
and $(166), respectively
|
23 | (260 | ) | |||||
Net
income
|
$ | 34,509 | $ | 28,764 | ||||
Earnings
per common share - basic
|
||||||||
Continuing
operations
|
$ | 0.43 | $ | 0.26 | ||||
Discontinued
operations
|
- | - | ||||||
$ | 0.43 | $ | 0.26 | |||||
Earnings
per common share - diluted
|
||||||||
Continuing
operations
|
$ | 0.42 | $ | 0.26 | ||||
Discontinued
operations
|
- | - | ||||||
$ | 0.42 | $ | 0.26 | |||||
Weighted-average
common shares outstanding:
|
||||||||
Basic
|
80,918 | 109,919 | ||||||
Dilutive
effect of share-based awards
|
798 | 1,765 | ||||||
Diluted
|
81,716 | 111,684 |
(Unaudited)
May
3, 2008
|
February
2,
2008
|
|||||||
ASSETS
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 43,186 | $ | 37,131 | ||||
Inventories
|
724,629 | 747,942 | ||||||
Deferred
income taxes
|
54,259 | 53,178 | ||||||
Other
current assets
|
51,798 | 52,859 | ||||||
Total
current assets
|
873,872 | 891,110 | ||||||
Property
and equipment - net
|
478,947 | 481,366 | ||||||
Deferred
income taxes
|
50,510 | 51,524 | ||||||
Other
assets
|
19,542 | 19,815 | ||||||
Total
assets
|
$ | 1,422,871 | $ | 1,443,815 | ||||
LIABILITIES
AND SHAREHOLDERS’ EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts
payable
|
$ | 257,531 | $ | 260,272 | ||||
Property,
payroll, and other taxes
|
71,453 | 65,260 | ||||||
Accrued
operating expenses
|
61,533 | 62,978 | ||||||
Insurance
reserves
|
36,244 | 37,762 | ||||||
Accrued
salaries and wages
|
27,961 | 37,531 | ||||||
Income
taxes payable
|
21,550 | 36,541 | ||||||
Total
current liabilities
|
476,272 | 500,344 | ||||||
Long-term
obligations
|
165,400 | 163,700 | ||||||
Deferred
rent
|
34,120 | 35,955 | ||||||
Insurance
reserves
|
44,342 | 45,092 | ||||||
Unrecognized
tax benefits
|
26,827 | 25,353 | ||||||
Other
liabilities
|
35,646 | 34,885 | ||||||
Shareholders’
equity:
|
||||||||
Preferred
shares - authorized 2,000 shares; $0.01 par value; none
issued
|
- | - | ||||||
Common
shares - authorized 298,000 shares; $0.01 par value; issued
117,495 shares; outstanding 80,608 shares and 82,682 shares,
respectively
|
1,175 | 1,175 | ||||||
Treasury
shares - 36,887 shares and 34,813 shares, respectively, at
cost
|
(820,212 | ) | (784,718 | ) | ||||
Additional
paid-in capital
|
493,697 | 490,959 | ||||||
Retained
earnings
|
971,946 | 937,571 | ||||||
Accumulated
other comprehensive income (loss)
|
(6,342 | ) | (6,501 | ) | ||||
Total
shareholders' equity
|
640,264 | 638,486 | ||||||
Total
liabilities and shareholders' equity
|
$ | 1,422,871 | $ | 1,443,815 |
Common
|
Treasury
|
Additional
Paid-In
|
Retained
|
Accumulated
Other Comprehensive
|
||||||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Earnings
|
Income
(Loss)
|
Total
|
|||||||||||||||||||||||||
Balance
- February 3, 2007
|
109,633 | $ | 1,175 | 7,862 | $ | (124,182 | ) | $ | 477,318 | $ | 781,325 | $ | (5,933 | ) | $ | 1,129,703 | ||||||||||||||||
Net
income
|
- | - | - | - | - | 28,764 | - | 28,764 | ||||||||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||||||||||
Amortization
of pension, net of tax of $(89)
|
- | - | - | - | - | - | 122 | 122 | ||||||||||||||||||||||||
Comprehensive
income
|
- | - | - | - | - | - | - | 28,886 | ||||||||||||||||||||||||
Adoption
of FIN No. 48
|
- | - | - | - | - | (2,215 | ) | - | (2,215 | ) | ||||||||||||||||||||||
Purchases
of common shares
|
(3,241 | ) | - | 3,241 | (113,732 | ) | - | - | - | (113,732 | ) | |||||||||||||||||||||
Exercise
of stock options
|
2,318 | - | (2,318 | ) | 36,143 | (6,029 | ) | - | - | 30,114 | ||||||||||||||||||||||
Tax
benefit from share-based awards
|
- | - | - | - | 14,998 | - | - | 14,998 | ||||||||||||||||||||||||
Sale
of treasury shares used for deferred compensation plan
|
57 | - | (57 | ) | 618 | 1,037 | - | - | 1,655 | |||||||||||||||||||||||
Share-based
employee compensation expense
|
- | - | - | - | 2,310 | - | - | 2,310 | ||||||||||||||||||||||||
Balance
- May 5, 2007
|
108,767 | 1,175 | 8,728 | (201,153 | ) | 489,634 | 807,874 | (5,811 | ) | 1,091,719 | ||||||||||||||||||||||
Net
income
|
- | - | - | - | - | 129,697 | 129,697 | |||||||||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||||||||||
Amortization
of pension, net of tax of $(766)
|
- | - | - | - | - | - | 1,124 | 1,124 | ||||||||||||||||||||||||
Valuation
adjustment of pension, net of tax of $1,245
|
- | - | - | - | - | - | (1,814 | ) | (1,814 | ) | ||||||||||||||||||||||
Comprehensive
income
|
- | - | - | - | - | - | - | 129,007 | ||||||||||||||||||||||||
Purchases
of common shares
|
(26,818 | ) | - | 26,818 | (601,179 | ) | - | - | (601,179 | ) | ||||||||||||||||||||||
Exercise
of stock options
|
424 | - | (424 | ) | 10,803 | (4,994 | ) | - | - | 5,809 | ||||||||||||||||||||||
Restricted
shares awarded
|
286 | - | (286 | ) | 6,662 | (6,662 | ) | - | - | - | ||||||||||||||||||||||
Tax
benefit from share-based awards
|
- | - | - | - | 4,823 | - | - | 4,823 | ||||||||||||||||||||||||
Sale
of treasury shares used for deferred compensation plan
|
23 | - | (23 | ) | 149 | 561 | - | - | 710 | |||||||||||||||||||||||
Share-based
employee compensation expense
|
- | - | - | - | 7,597 | - | 7,597 | |||||||||||||||||||||||||
Balance
- February 2, 2008
|
82,682 | 1,175 | 34,813 | (784,718 | ) | 490,959 | 937,571 | (6,501 | ) | 638,486 | ||||||||||||||||||||||
Net
income
|
- | - | - | - | - | 34,509 | - | 34,509 | ||||||||||||||||||||||||
Other
comprehensive income
|
||||||||||||||||||||||||||||||||
Amortization
of pension, net of tax of $(81)
|
- | - | - | - | - | - | 119 | 119 | ||||||||||||||||||||||||
Comprehensive
income
|
- | - | - | - | - | - | - | 34,628 | ||||||||||||||||||||||||
Adoption
of SFAS No. 158 - measurement date
|
- | - | - | - | - | (134 | ) | 40 | (94 | ) | ||||||||||||||||||||||
Purchases
of common shares
|
(2,170 | ) | - | 2,170 | (37,508 | ) | - | - | - | (37,508 | ) | |||||||||||||||||||||
Exercise
of stock options
|
86 | - | (86 | ) | 1,910 | (778 | ) | - | - | 1,132 | ||||||||||||||||||||||
Restricted
shares awarded
|
2 | - | (2 | ) | 40 | (40 | ) | - | - | - | ||||||||||||||||||||||
Tax
benefit from share-based awards
|
- | - | - | - | 219 | - | - | 219 | ||||||||||||||||||||||||
Sale
of treasury shares used for deferred compensation plan
|
8 | - | (8 | ) | 64 | 138 | - | - | 202 | |||||||||||||||||||||||
Share-based
employee compensation expense
|
- | - | - | - | 3,199 | - | - | 3,199 | ||||||||||||||||||||||||
Balance
- May 3, 2008
|
80,608 | $ | 1,175 | 36,887 | $ | (820,212 | ) | $ | 493,697 | $ | 971,946 | $ | (6,342 | ) | $ | 640,264 |
Thirteen
Weeks Ended
|
||||||||
May
3, 2008
|
May
5, 2007
|
|||||||
Operating
activities:
|
||||||||
Net
income
|
$ | 34,509 | $ | 28,764 | ||||
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
||||||||
Depreciation
and amortization expense
|
17,730 | 20,474 | ||||||
Deferred
income taxes
|
(87 | ) | (5,906 | ) | ||||
Loss
on disposition of equipment
|
536 | 85 | ||||||
Non-cash
share-based compensation expense
|
3,199 | 2,310 | ||||||
Pension
|
(87 | ) | 372 | |||||
Change
in assets and liabilities:
|
||||||||
Inventories
|
23,313 | (39,315 | ) | |||||
Accounts
payable
|
(2,741 | ) | 28,310 | |||||
Current
income taxes
|
(14,426 | ) | (21,882 | ) | ||||
Other
current assets
|
1,308 | (3,158 | ) | |||||
Other
current liabilities
|
(4,755 | ) | (8,819 | ) | ||||
Other
assets
|
162 | (1,607 | ) | |||||
Other
liabilities
|
(24 | ) | (301 | ) | ||||
Net
cash provided by (used in) operating activities
|
58,637 | (673 | ) | |||||
Investing
activities:
|
||||||||
Capital
expenditures
|
(18,278 | ) | (7,995 | ) | ||||
Purchase
of short-term investments
|
- | (385,025 | ) | |||||
Redemption
of short-term investments
|
- | 385,025 | ||||||
Cash
proceeds from sale of equipment
|
183 | 114 | ||||||
Other
|
(1 | ) | (11 | ) | ||||
Net
cash used in investing activities
|
(18,096 | ) | (7,892 | ) | ||||
Financing
activities:
|
||||||||
Proceeds
from long-term obligations
|
527,900 | - | ||||||
Payment
of long-term obligations
|
(526,431 | ) | (17 | ) | ||||
Proceeds
from the exercise of stock options
|
1,132 | 30,114 | ||||||
Excess
tax benefit from share-based awards
|
219 | 14,998 | ||||||
Payment
for treasury shares acquired
|
(37,508 | ) | (109,720 | ) | ||||
Treasury
shares sold for deferred compensation plan
|
202 | 1,655 | ||||||
Net
cash used in financing activities
|
(34,486 | ) | (62,970 | ) | ||||
Increase
(decrease) in cash and cash equivalents
|
6,055 | (71,535 | ) | |||||
Cash
and cash equivalents:
|
||||||||
Beginning
of period
|
37,131 | 281,657 | ||||||
End
of period
|
$ | 43,186 | $ | 210,122 | ||||
Supplemental
disclosure of cash flow information:
|
||||||||
Cash
paid for interest, including capital leases
|
$ | 1,445 | $ | 2 | ||||
Cash
paid for income taxes (excluding impact of refunds)
|
$ | 36,546 | $ | 28,542 | ||||
Non-cash
activity:
|
||||||||
Assets
acquired under capital leases
|
$ | - | $ | 799 | ||||
Treasury
shares acquired, but not settled
|
$ | - | $ | 4,012 | ||||
Accrued
property and equipment
|
$ | 6,707 | $ | 4,164 |
First
Quarter
|
||||||||
2008
|
2007
|
|||||||
Weighted-average
fair value of stock options granted
|
$ | 8.57 | $ | 11.54 | ||||
Risk-free
interest rate
|
2.2 | % | 4.4 | % | ||||
Expected
life (years)
|
4.3 | 4.4 | ||||||
Expected
volatility
|
48.7 | % | 42.5 | % | ||||
Expected
annual forfeiture rate
|
3.0 | % | 3.0 | % |
Number
of Options
|
Weighted
Average Exercise Price
|
Weighted
Average Remaining Contractual Term (years)
|
Aggregate
Intrinsic Value (000's)
|
|||||||||||||
Outstanding
stock options at February 2, 2008
|
4,124,470 | $ | 19.20 | |||||||||||||
Granted
|
930,000 | 21.06 | ||||||||||||||
Exercised
|
(85,795 | ) | 13.20 | |||||||||||||
Forfeited
|
(301,540 | ) | 36.18 | |||||||||||||
Outstanding
stock options at May 3, 2008
|
4,667,135 | $ | 18.58 | 5.6 | $ | 46,074 | ||||||||||
Vested
and expected to vest at May 3, 2008
|
4,445,354 | $ | 18.49 | 5.6 | $ | 44,299 | ||||||||||
Exercisable
at May 3, 2008
|
2,014,235 | $ | 15.69 | 5.0 | $ | 25,762 |
Number
of Shares
|
Weighted
Average Grant-Date Fair Value
|
|||||||
Restricted
stock awards at February 2, 2008
|
320,900 | $ | 28.72 | |||||
Granted
|
370,000 | 21.06 | ||||||
Vested
|
(1,800 | ) | 26.43 | |||||
Forfeited
|
(7,500 | ) | 28.73 | |||||
Restricted
stock awards at May 3, 2008
|
681,600 | $ | 24.57 |
First
Quarter
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Total
intrinsic value of stock options exercised
|
$ | 854 | $ | 38,881 | ||||
Total
fair value of restricted stock vested
|
37 | 1,999 |
First
Quarter
|
||||||||
2008
|
2007
|
|||||||
Discount
rate
|
6.5 | % | 5.9 | % | ||||
Rate
of increase in compensation levels
|
3.5 | % | 3.5 | % | ||||
Expected
long-term rate of return
|
8.5 | % | 8.5 | % | ||||
Measurement
date for plan assets and benefit obligations
|
12/31/07
|
12/31/06
|
First
Quarter
|
||||||||
2008
|
2007
|
|||||||
(In
thousands)
|
||||||||
Service
cost - benefits earned in the period
|
$ | 610 | $ | 658 | ||||
Interest
cost on projected benefit obligation
|
833 | 787 | ||||||
Expected
investment return on plan assets
|
(977 | ) | (1,072 | ) | ||||
Amortization
of actuarial loss
|
206 | 174 | ||||||
Amortization
of prior service cost
|
(9 | ) | 34 | |||||
Amortization
of transition obligation
|
3 | 3 | ||||||
Net
periodic pension cost
|
$ | 666 | $ | 584 |
|
·
|
Comparable
store sales for stores open at least two years at the beginning of 2008
increased 3.4%.
|
|
·
|
Gross
margin dollars increased $16.9
million.
|
|
·
|
Selling
and administrative expenses as a percent of sales decreased 30 basis
points to 33.6% of sales versus 33.9% of sales. In the first
quarter of 2007, selling and administrative expenses included the
favorable impact of the receipt of $3.9 million (40 basis points) of
insurance recoveries related to the 2005
hurricanes.
|
|
·
|
Depreciation
expense as a percent of sales decreased 30 basis points to 1.6% of sales
versus 1.9% of sales.
|
|
·
|
Interest
expense increased to $1.4 million from $0.1 million. Interest
and investment income decreased to less than $0.1 million from $3.0
million. We ended the first quarter of 2008 with debt of $165.4
million, which was directly attributable to $750 million of share
repurchase activity during the March 2007 through February 2008
timeframe.
|
|
·
|
Diluted
earnings per share from continuing operations improved to $0.42 per share
compared to $0.26 per share. This increase was driven by higher
income from continuing operations and approximately 30.0 million fewer
outstanding weighted-average diluted shares due to share repurchases under
the repurchase programs authorized by our Board of Directors in
2007.
|
|
·
|
Net
cash provided by operating activities was $58.6 million compared to net
cash used in operating activities of $0.7 million, primarily due to lower
receipts of merchandise inventory in the first quarter of
2008.
|
|
·
|
Average
inventory levels were lower throughout the first quarter of 2008 compared
to the first quarter of 2007 and, combined with the 3.4% increase in
comparable store sales, resulted in a higher inventory turnover rate in
the first quarter of 2008 than the first quarter of
2007.
|
|
·
|
We
acquired 2.2 million of our common shares for approximately $37.5 million,
which completed the $150.0 million November 2007 Repurchase
Program.
|
2008
|
2007
|
|||||||
Stores
open at the beginning of the fiscal year
|
1,353 | 1,375 | ||||||
Stores
opened during the period
|
2 | 2 | ||||||
Stores
closed during the period
|
(1 | ) | (1 | ) | ||||
Stores
open at the end of the period
|
1,354 | 1,376 |
First
Quarter
|
||||||||
2008
|
2007
|
|||||||
Net
sales
|
100.0 | % | 100.0 | % | ||||
Cost
of sales
|
59.7 | 60.4 | ||||||
Gross
margin
|
40.3 | 39.6 | ||||||
Selling
and administrative expenses
|
33.6 | 33.9 | ||||||
Depreciation
expense
|
1.6 | 1.9 | ||||||
Operating
profit
|
5.1 | 3.8 | ||||||
Interest
expense
|
(0.1 | ) | 0.0 | |||||
Interest
income
|
0.0 | 0.3 | ||||||
Income
from continuing operations before income taxes
|
4.9 | 4.0 | ||||||
Income
tax expense
|
1.9 | 1.4 | ||||||
Income
from continuing operations
|
3.0 | 2.6 | ||||||
Discontinued
operations
|
0.0 | 0.0 | ||||||
Net
income
|
3.0 | % | 2.5 | % |
First
Quarter
|
||||||||||||||||||||||||
2008
|
2007
|
Change
|
||||||||||||||||||||||
($
in thousands)
|
||||||||||||||||||||||||
Consumables
|
$ | 338,163 | 29.4 | % | $ | 317,201 | 28.1 | % | $ | 20,962 | 6.6 | % | ||||||||||||
Home | 170,277 | 14.8 | 187,183 | 16.6 | (16,906 | ) | (9.0 | ) | ||||||||||||||||
Furniture | 202,257 | 17.6 | 188,679 | 16.7 | 13,578 | 7.2 | ||||||||||||||||||
Hardlines | 136,169 | 11.8 | 144,667 | 12.8 | (8,498 | ) | (5.9 | ) | ||||||||||||||||
Seasonal
|
169,554 | 14.7 | 170,201 | 15.1 | (647 | ) | (0.4 | ) | ||||||||||||||||
Other
|
135,169 | 11.7 | 120,468 | 10.7 | 14,701 | 12.2 | ||||||||||||||||||
Net
sales
|
$ | 1,151,589 | 100.0 | % | $ | 1,128,399 | 100.0 | % | $ | 23,190 | 2.1 | % |
(In
thousands, except price per share data)
|
||||||||||||||||
Period
|
(a) Total Number of Shares
Purchased
(1)
|
(b) Average Price Paid per
Share
(2)
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
(d)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the
Plans or Programs
|
||||||||||||
February
3, 2008 - March 1, 2008
|
2,170 | $ | 17.28 | 2,170 | $ | - | ||||||||||
March
2, 2008 - March 29, 2008
|
- | - | - | - | ||||||||||||
March
30, 2008 - May 3, 2008
|
- | - | - | - | ||||||||||||
Total
|
2,170 | $ | 17.28 | 2,170 | $ | - |
|
(1)
|
In
the first quarter of 2008, we purchased through open market transactions
approximately 2.2 million of our outstanding common share for $37.5
million, which completed the November 2007 Repurchase
Program. We recorded the shares acquired in the first quarter
of 2008 as treasury shares, at cost, and these shares are available to
meet obligations under equity compensation plans and for general corporate
purposes.
|
|
(2)
|
The
average price paid per share includes a per share commission paid to the
executing broker/dealer.
|
Exhibit No
.
|
Document
|
|
10.1
|
Big Lots 2005 Long-Term Incentive
Plan, as amended and restated effective May 29, 2008 (incorporated herein
by reference to Exhibit 10.1 to our Form 8-K dated May 29,
2008).
|
|
10.2
|
Form of Big Lots 2005 Long-Term
Incentive Plan Restricted Stock Award Agreement for Outside Directors
(incorporated herein by reference to Exhibit 10.3 to our Form 8-K dated
May 29, 2008).
|
|
10.3
|
Big Lots, Inc. Non-Employee
Director Compensation Package effective May 2008 (incorporated herein by
reference to Exhibit 10.2 to our Form 8-K dated May 29,
2008).
|
|
Amendment to the Big Lots, Inc.
1996 Performance Incentive Plan, effective March 4,
2008.
|
||
Amendment to the Big Lots, Inc.
Amended and Restated Director Stock Option Plan, effective March 5,
2008.
|
||
Certification of Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
||
Certification of Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
|
||
Certification of Chief Executive
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
||
Certification of Chief Financial
Officer pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
BIG
LOTS, INC.
|
|
By:
/s/ Joe
R. Cooper
|
|
Joe
R. Cooper
|
|
Senior
Vice President and
|
|
Chief
Financial Officer
|
|
(Principal
Financial Officer, Principal Accounting Officer and Duly Authorized
Officer)
|
1.
|
Defined
Terms; References
.
Capitalized
terms used but not otherwise defined in this Amendment shall have the
respective meanings ascribed to them in the Plan. Each
reference to “hereof,” “hereunder,” “herein,” “hereby,” and similar
references contained in the Plan, and each reference to “the Plan” and
similar references contained in the Plan, shall refer to the Plan as and
to the extent amended hereby.
|
2.
|
Amendment
of Plan.
|
|
a.
|
The
second paragraph of Section 4 of the Plan is hereby deleted in its
entirety and restated as follows:
|
|
b.
|
The
second and third paragraphs of Section 12 of the Plan are hereby deleted
in their entirety and restated as
follows:
|
|
c.
|
Section
14 of the Plan is hereby deleted in its
entirety.
|
|
d.
|
The
following Sections 23.9 and 23.10 are hereby added to the
Plan:
|
3.
|
Effectiveness
of Amendment
.
This
Amendment shall become effective as of the Effective Date. Upon
and to the extent of the effectiveness hereof, the Plan shall be amended
hereby in accordance with the terms hereof, and this Amendment and the
Plan shall hereafter be one agreement and any reference to the Plan in any
document, instrument, or agreement shall hereafter mean and include the
Plan as amended hereby. In the event of irreconcilable
inconsistency between the terms or provisions hereof and the terms or
provisions of the Plan, the terms and provisions hereof shall
control. Except as specifically amended by the provisions
hereof, the Plan shall remain in full force and
effect.
|
COMPENSATION
COMMITTEE
|
||
OF
THE BOARD OF DIRECTORS OF
|
||
BIG
LOTS, INC.
|
||
By:
|
/s/ Dennis B. Tishkoff
|
|
Name:
|
Dennis B. Tishkoff
|
|
Title:
|
Chairman
|
1.
|
Defined
Terms; References
.
Capitalized
terms used but not otherwise defined in this Amendment shall have the
respective meanings ascribed to them in the Plan. Each
reference to “hereof,” “hereunder,” “herein,” “hereby,” and similar
references contained in the Plan, and each reference to “the Plan” and
similar references contained in the Plan, shall refer to the Plan as and
to the extent amended hereby.
|
2.
|
Amendment
of Plan.
|
|
a.
|
The
third and fourth paragraphs of Section 9 of the Plan are hereby deleted in
their entirety and restated as
follows:
|
|
If
a participant to whom an Option has been granted shall die or become
permanently and totally disabled (within the meaning of Section 22(e)(3)
of the Code) while serving as an Outside Director or otherwise cease to be
an Outside Director, such Option may be exercised by the participant or
the participant’s personal representative only within one (1) year after
the date the participant died, became permanently and totally disabled or
otherwise ceased to be an Outside Director (but no later than the end of
the fixed term of the Option) and only for the number of shares of Common
Stock for which the Option could have been exercised at the time the
participant died, became permanently and totally disabled or otherwise
ceased to be an Outside Director.
|
3.
|
Effectiveness
of Amendment
.
This
Amendment shall become effective as of the Effective Date. Upon
and to the extent of the effectiveness hereof, the Plan shall be amended
hereby in accordance with the terms hereof, and this Amendment and the
Plan shall hereafter be one agreement and any reference to the Plan in any
document, instrument, or agreement shall hereafter mean and include the
Plan as amended hereby. In the event of irreconcilable
inconsistency between the terms or provisions hereof and the terms or
provisions of the Plan, the terms and provisions hereof shall
control. Except as specifically amended by the provisions
hereof, the Plan shall remain in full force and
effect.
|
BOARD
OF DIRECTORS OF
|
||
BIG
LOTS, INC.
|
||
By:
|
/s/ Steven S. Fishman
|
|
Name:
|
Steven S. Fishman
|
|
Title:
|
Chairman, CEO and
President
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Big Lots,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))
for the registrant and
have:
|
|
a)
|
designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being
prepared;
|
|
b)
|
designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting
principles;
|
|
c
)
|
evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; and
|
|
d)
|
disclosed in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
|
a)
|
all significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
|
|
b)
|
any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.
|
By:
/s/
Steven S. Fishman
|
|
Steven S.
Fishman
|
|
Chairman of the Board, Chief
Executive Officer and
President
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Big Lots,
Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f))
for the registrant and
have:
|
|
a)
|
designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information
relating to the registrant, including its consolidated subsidiaries, is
made known to us by others within those entities, particularly during the
period in which this report is being
prepared;
|
|
b)
|
designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance
with generally accepted accounting
principles;
|
|
c)
|
evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based
on such evaluation; and
|
|
d)
|
disclosed in this report any
change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual report) that
has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting;
and
|
5.
|
The
registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors (or persons performing the equivalent
functions):
|
|
a)
|
all significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
|
|
b)
|
any fraud, whether or not
material, that involves management or other employees who have a
significant role in the registrant's internal control over financial
reporting.
|
By:
/s/
Joe R. Cooper
|
|
Joe R.
Cooper
|
|
Senior Vice President
and
|
|
Chief Financial
Officer
|
(i)
|
the
Report fully complies with the requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
|
(ii)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
By:
/s/
Steven S. Fishman
|
|
Steven S.
Fishman
|
|
Chairman of the Board, Chief
Executive Officer and
President
|
(i)
|
the
Report fully complies with the requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d));
and
|
(ii)
|
the
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
By:
/s/
Joe R. Cooper
|
|
Joe R.
Cooper
|
|
Senior Vice President and Chief
Financial Officer
|