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Delaware
State or other jurisdiction of
incorporation or organization
|
|
45-2936287
(I.R.S. Employer
Identification No.)
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|
|
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25 Research Drive
Westborough, Massachusetts
(Address of principal executive offices)
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01581
(Zip Code)
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Title of each class
|
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Name of each exchange on which registered
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|
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Common Stock, $0.01 par value
|
|
New York Stock Exchange
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Large accelerated filer
|
☐
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Accelerated Filer
|
☐
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Non-accelerated filer
|
☒
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Smaller reporting company
|
☐
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Emerging growth company
|
☐
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Page No
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|
|
|
|
•
|
We periodically identify the four supermarket chains (or banners) most prevalent in our clubs’ primary trade areas (the “Supermarket Competitors”).
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•
|
We create a “basket” of 100 popular manufacturer-branded grocery food and non-food items, each of which was among our top-selling national brand items in its category and was also carried, in varying pack sizes, in supermarkets. We believe this basket is representative of manufacturer-branded grocery items because of their popular appeal and recognition—as evidenced by both presence and sales volume—in our clubs and at the Supermarket Competitors.
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•
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We hire an independent third-party company to visit multiple (a minimum of six) sites for each of the Supermarket Competitors, which are located in the trade areas of one or more of our clubs, no less frequently than once every two weeks. The third-party comparison shoppers record the prices of each item in the basket carried by the Supermarket Competitor, in the closest pack size to the size BJ’s carries, and then they calculate the price on a unit-price basis. We compare unit prices to ensure a common denominator for price comparisons. We direct the measurement company to ignore coupons and exclude items that were on promotion by us or by a Supermarket Competitor, as promotional prices do not represent everyday values in our view.
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•
|
To calculate the Supermarket Competitors’ average price for the items in the basket, we average the measured prices of the items at each Supermarket Competitor store sampled, create an average measured unit price for each item at each Supermarket Competitor, compare those to our chain average unit price, and arrive at a relative percentage difference for each Supermarket Competitor. We then average these percentage differences for the four Supermarket Competitors. The average difference is consistently more than 25%.
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•
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“The Company,” “BJ’s,” “we,” “us” and “our” mean BJ’s Wholesale Club Holdings, Inc. and, unless the context otherwise requires, its consolidated subsidiaries;
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•
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“Sponsors” means investment funds affiliated with or advised by CVC Capital Partners (“CVC”) and Leonard Green & Partners, L.P. (“Leonard Green”);
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•
|
"IPO" means our initial public offering of shares of our common stock completed on July 2, 2018;
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•
|
"2018 Secondary Offering" means the secondary offering of shares of our common stock by certain selling shareholders completed on September 27, 2018; and
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•
|
"March 2019 Secondary Offering" means the secondary offering of shares of our common stock by certain selling shareholders completed on March 11, 2019.
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Market
|
Store Count
|
|
New York
|
44
|
|
Florida
|
31
|
|
Massachusetts
|
25
|
|
New Jersey
|
23
|
|
Pennsylvania
|
17
|
|
Connecticut
|
13
|
|
Virginia
|
13
|
|
Maryland
|
12
|
|
North Carolina
|
10
|
|
New Hampshire
|
6
|
|
Ohio
|
6
|
|
Georgia
|
5
|
|
Delaware
|
4
|
|
Maine
|
3
|
|
Rhode Island
|
3
|
|
South Carolina
|
1
|
|
•
|
Perishables
: consist of our meat, produce, dairy, bakery, deli and frozen products, and constituted approximately 32% of our merchandise sales for fiscal year 2018.
|
•
|
Edible grocery
: consists of packaged foods (including breakfast foods, salty snacks and candy) and beverages (including juices, water, beer, wine and liquor) and constituted approximately 27% of our merchandise sales for fiscal year 2018.
|
•
|
Non-edible grocery
: consists of detergents, disinfectants, paper products, beauty care, adult and baby care and pet foods, and constituted approximately 25% of our merchandise sales for fiscal year 2018.
|
•
|
General merchandise
: consists of small appliances, televisions, electronics, seasonal goods and apparel and constituted approximately 16% of our merchandise sales for fiscal year 2018.
|
•
|
our failure to remain competitive in our pricing relative to our competitors;
|
•
|
our failure to provide the expected quality of merchandise;
|
•
|
our failure to offer the mix of products that our members want;
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•
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events that harm our reputation or the reputation of our private brands;
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•
|
our failure to provide the convenience that our members may expect over time, including with respect to technology, delivery and physical location;
|
•
|
increases to our membership fees; and
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•
|
increased competition from stores, clubs or internet retailers that have a more attractive mix of price, quality and convenience.
|
•
|
uncertainties associated with our website, including changes in required technology interfaces, website downtime and other technical failures, costs and technical issues as we upgrade our website software, inadequate system capacity, computer viruses, human error, security breaches and legal claims related to our website operations and e-commerce fulfillment;
|
•
|
disruptions in telecommunications service or power outages;
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•
|
reliance on third parties for computer hardware and software and delivery of merchandise to our customers;
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•
|
rapid changes in technology;
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•
|
credit or debit card fraud and other payment processing related issues;
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•
|
changes in applicable federal and state regulations;
|
•
|
liability for online content;
|
•
|
cybersecurity and consumer privacy concerns and regulation; and
|
•
|
natural disasters.
|
•
|
making it more difficult for us to satisfy our obligations with respect to our debt, and any failure to comply with the obligations under our debt instruments, including restrictive covenants, could result in an event of default under the agreements governing our indebtedness increasing our vulnerability to general economic and industry conditions;
|
•
|
requiring a substantial portion of our cash flow from operations to be dedicated to the payment of principal and interest on our debt, thereby reducing our ability to use our cash flow to fund our operations, capital expenditures, selling and marketing efforts, product development, future business opportunities and other purposes;
|
•
|
limiting our ability to deduct interest in the taxable period in which it is incurred in light of the TCJA;
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•
|
exposing us to the risk of increased interest rates as substantially all of our borrowings are at variable rates;
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•
|
restricting us from making strategic acquisitions;
|
•
|
limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and
|
•
|
limiting our ability to plan for, or adjust to, changing market conditions and placing us at a competitive disadvantage compared to our competitors who may be less highly leveraged.
|
•
|
incur or guarantee additional indebtedness or issue certain disqualified or preferred stock;
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•
|
pay dividends or make other distributions on, or redeem or purchase, any equity interests or make other restricted payments;
|
•
|
make certain acquisitions or investments;
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•
|
create or incur liens;
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•
|
transfer or sell assets;
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•
|
incur restrictions on the payments of dividends or other distributions from our restricted subsidiaries;
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•
|
alter the business that we conduct;
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•
|
enter into transactions with affiliates; and
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•
|
consummate a merger or consolidation or sell, assign, transfer, lease or otherwise dispose of all or substantially all of our assets.
|
•
|
quarterly variations in our operating results compared to market expectations;
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•
|
changes in the preferences of our customers;
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•
|
low comparable club sales growth compared to market expectations;
|
•
|
delays in the planned openings of new clubs;
|
•
|
the failure of securities analysts to cover the Company or changes in financial estimates by the analysts who cover us, our competitors or the grocery or retail industries in general and the wholesale club segment in particular;
|
•
|
economic, legal and regulatory factors unrelated to our performance;
|
•
|
changes in consumer spending or the housing market;
|
•
|
increased competition or stock price performance of our competitors;
|
•
|
announcements by us or our competitors of new locations, capacity changes, strategic investments or acquisitions;
|
•
|
actual or anticipated variations in our or our competitors’ operating results, and our competitors’ growth rates;
|
•
|
future sales of our common stock or the perception that such sales may occur;
|
•
|
changes in senior management or key personnel;
|
•
|
investor perceptions of us, our competitors and our industry;
|
•
|
general or regional economic conditions;
|
•
|
changes in laws or regulations, or new interpretations or applications of laws and regulations that are applicable to our business; lawsuits, enforcement actions and other claims by third parties or governmental authorities;
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•
|
action by institutional stockholders or other large stockholders;
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•
|
failure to meet any guidance given by us or any change in any guidance given by us, or changes by us in our guidance practices;
|
•
|
speculation in the press or investment community;
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•
|
events beyond our control, such as war, terrorist attacks, transportation and fuel prices, natural disasters, severe weather and widespread illness; and
|
•
|
the other factors listed in this “Risk Factors” section.
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•
|
establishing a classified board of directors such that not all members of the board are elected at one time;
|
•
|
allowing the total number of directors to be determined exclusively (subject to the rights of holders of any series of preferred stock to elect additional directors) by resolution of our board of directors and granting to our board the sole power (subject to the rights of holders of any series of preferred stock or rights granted pursuant to the voting agreement with our Sponsors) to fill any vacancy on the board;
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•
|
limiting the ability of stockholders to remove directors without cause;
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•
|
authorizing the issuance of “blank check” preferred stock by our board of directors, without further stockholder approval, to thwart a takeover attempt;
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•
|
prohibiting stockholder action by written consent (and, thus, requiring that all stockholder actions be taken at a meeting of our stockholders);
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•
|
eliminating the ability of stockholders to call a special meeting of stockholders;
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•
|
establishing advance notice requirements for nominations for election to the board of directors or for proposing matters that can be acted upon at annual stockholder meetings;
|
•
|
requiring the approval of the holders of at least two-thirds of the voting power of all outstanding stock entitled to vote thereon, voting together as a single class, to amend or repeal our certificate of incorporation or bylaws; and
|
•
|
electing not to be governed by Section 203 of the DGCL.
|
|
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
|
|
||||
Plan category:
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by stockholders
|
|
|
|
|
|
|
|
||||
2018 Incentive Award Plan
(1)
|
|
2,512,051
|
|
|
$
|
17.08
|
|
(2)
|
8,572,846
|
|
|
2011 Stock Option Plan
|
|
3,689,546
|
|
|
$
|
5.46
|
|
|
—
|
|
|
2012 Directors Stock Option Plan
|
|
66,504
|
|
|
$
|
4.26
|
|
|
—
|
|
|
ESPP
|
|
—
|
|
|
—
|
|
|
973,014
|
|
|
|
Equity compensation plans not approved by stockholders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
6,268,101
|
|
|
—
|
|
|
9,545,860
|
|
|
(1)
|
In connection with our IPO, we adopted the 2018 Incentive Awards Plan and will not make future grants or awards under the 2011 Stock Option Plan or the 2012 Director Stock Option Plan. The shares available for grant under the 2018 Incentive Award Plan includes 985,369 shares of common stock that, as of June 27, 2018, remained available for issuance, collectively, under the 2011 Stock Option Plan and the 2012 Director Stock Option Plan.
|
(2)
|
The restricted stock units do not have an exercise price.
|
|
|
Fiscal Year Ended
|
||||||||||||||||||
|
|
52 Weeks
February 2,
2019
|
|
53 Weeks
February 3,
2018
|
|
52 Weeks
January 28,
2017
|
|
52 Weeks
January 30,
2016
|
|
52 Weeks
January 31,
2015
|
||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
12,724,454
|
|
|
$
|
12,495,995
|
|
|
$
|
12,095,302
|
|
|
$
|
12,220,215
|
|
|
$
|
12,488,247
|
|
Membership fee income
|
|
282,893
|
|
|
258,594
|
|
|
255,235
|
|
|
247,338
|
|
|
243,023
|
|
|||||
Total revenues
|
|
13,007,347
|
|
|
12,754,589
|
|
|
12,350,537
|
|
|
12,467,553
|
|
|
12,731,270
|
|
|||||
Cost of sales
|
|
10,646,452
|
|
|
10,513,492
|
|
|
10,223,017
|
|
|
10,476,519
|
|
|
10,758,461
|
|
|||||
Selling general and administrative expenses
|
|
2,051,324
|
|
|
2,017,821
|
|
|
1,908,752
|
|
|
1,797,780
|
|
|
1,776,432
|
|
|||||
Preopening expenses
|
|
6,118
|
|
|
3,004
|
|
|
2,749
|
|
|
6,458
|
|
|
12,310
|
|
|||||
Operating income
|
|
303,453
|
|
|
220,272
|
|
|
216,019
|
|
|
186,796
|
|
|
184,067
|
|
|||||
Interest expense, net
|
|
164,535
|
|
|
196,724
|
|
|
143,351
|
|
|
150,093
|
|
|
154,481
|
|
|||||
Income from continuing operations before income taxes
|
|
138,918
|
|
|
23,548
|
|
|
72,668
|
|
|
36,703
|
|
|
29,586
|
|
|||||
Provision (benefit) for income taxes
|
|
11,826
|
|
|
(28,427
|
)
|
|
27,968
|
|
|
12,049
|
|
|
10,277
|
|
|||||
Income from continuing operations
|
|
127,092
|
|
|
51,975
|
|
|
44,700
|
|
|
24,654
|
|
|
19,309
|
|
|||||
Income (loss) from discontinued operations, net of taxes
|
|
169
|
|
|
(1,674
|
)
|
|
(476
|
)
|
|
(550
|
)
|
|
(296
|
)
|
|||||
Net income
|
|
$
|
127,261
|
|
|
$
|
50,301
|
|
|
$
|
44,224
|
|
|
$
|
24,104
|
|
|
$
|
19,013
|
|
Per Share Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations per share attributable to common stockholders - basic
|
|
$
|
1.09
|
|
|
$
|
0.57
|
|
|
$
|
0.50
|
|
|
$
|
0.28
|
|
|
$
|
0.22
|
|
Income from continuing operations per share attributable to common stockholders - diluted
|
|
1.05
|
|
|
0.54
|
|
|
0.48
|
|
|
0.27
|
|
|
0.21
|
|
|||||
Weighted average number of shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
116,599
|
|
|
88,386
|
|
|
88,164
|
|
|
87,869
|
|
|
87,474
|
|
|||||
Diluted
|
|
121,135
|
|
|
92,264
|
|
|
90,736
|
|
|
90,241
|
|
|
90,260
|
|
|||||
Dividends per share
|
|
$
|
—
|
|
|
$
|
8.31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Financial Position
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
3,239,285
|
|
|
$
|
3,273,856
|
|
|
$
|
3,232,219
|
|
|
$
|
3,408,933
|
|
|
$
|
3,528,387
|
|
Outstanding borrowings
|
|
1,800,848
|
|
|
2,748,112
|
|
|
2,056,405
|
|
|
2,229,835
|
|
|
2,289,568
|
|
|||||
Stockholders' equity
|
|
(202,084
|
)
|
|
(1,029,857
|
)
|
|
(347,211
|
)
|
|
(401,073
|
)
|
|
(427,475
|
)
|
|||||
Clubs open at end of year
|
|
216
|
|
|
215
|
|
|
214
|
|
|
213
|
|
|
207
|
|
•
|
costs associated with operating our distribution centers, including payroll, payroll benefits, occupancy costs and depreciation;
|
•
|
freight expenses associated with moving merchandise from vendors to our distribution centers and from our distribution centers to our clubs; and
|
•
|
vendor allowances, rebates and cash discounts.
|
•
|
payroll and payroll benefits for club and corporate employees;
|
•
|
rent, depreciation and other occupancy costs for retail and corporate locations;
|
•
|
advertising expenses;
|
•
|
tender costs, including credit and debit card fees;
|
•
|
amortization of intangible assets; and
|
•
|
consulting, legal, insurance and other professional services expenses.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
127,092
|
|
|
$
|
51,975
|
|
|
$
|
44,700
|
|
Interest expense, net
|
164,535
|
|
|
196,724
|
|
|
143,351
|
|
|||
Provision (benefit) for income taxes
|
11,826
|
|
|
(28,427
|
)
|
|
27,968
|
|
|||
Depreciation and amortization
|
162,223
|
|
|
164,061
|
|
|
178,325
|
|
|||
Compensatory payments related to options
(1)
|
—
|
|
|
77,953
|
|
|
6,143
|
|
|||
Stock-based compensation expense
(2)
|
58,917
|
|
|
9,102
|
|
|
11,828
|
|
|||
Preopening expenses
(3)
|
6,118
|
|
|
3,004
|
|
|
2,749
|
|
|||
Management fees
(4)
|
3,333
|
|
|
8,038
|
|
|
8,053
|
|
|||
Noncash rent
(5)
|
4,864
|
|
|
5,391
|
|
|
7,138
|
|
|||
Strategic consulting
(6)
|
33,486
|
|
|
30,316
|
|
|
26,157
|
|
|||
Severance
(7)
|
960
|
|
|
9,065
|
|
|
2,320
|
|
|||
Offering costs
(8)
|
3,803
|
|
|
—
|
|
|
—
|
|
|||
Other adjustments
(9)
|
1,269
|
|
|
6,305
|
|
|
(1,406
|
)
|
|||
Adjusted EBITDA
|
$
|
578,426
|
|
|
$
|
533,507
|
|
|
$
|
457,326
|
|
Adjusted EBITDA as a percentage of net sales
|
4.5
|
%
|
|
4.3
|
%
|
|
3.8
|
%
|
(1)
|
Represents payments to holders of our stock options made pursuant to antidilutive provisions in connection with dividends paid to our shareholders.
|
(2)
|
Represents total stock-based compensation expense and includes one-time expense related to certain restricted stock and stock option awards issued in connection with the our IPO.
|
(3)
|
Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.
|
(4)
|
Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.
|
(5)
|
Consists of an adjustment to remove the non-cash portion of rent expense, which has been recorded on a straight-line basis in accordance with GAAP.
|
(6)
|
Represents fees paid to external consultants for strategic initiatives of limited duration.
|
(7)
|
Represents termination costs to a former executive and termination costs associated with our voluntary retirement packages issued in January 2018.
|
(8)
|
Represents one-time costs related to our IPO, 2018 secondary offering and other shareholder-related filings.
|
(9)
|
Other non-cash items, including amortization of a deferred gain from sale lease back transactions in 2013, non-cash accretion on asset retirement obligations, obligations associated with our post-retirement medical plan, impairment charges related to a club that was relocated in 2018 and a gain from a third party settlement.
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28,
2017
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Net cash from operating activities
|
$
|
427,103
|
|
|
$
|
210,085
|
|
|
$
|
297,428
|
|
Less: Capital expenditures
|
145,913
|
|
|
137,466
|
|
|
114,756
|
|
|||
Free cash flow
|
$
|
281,190
|
|
|
$
|
72,619
|
|
|
$
|
182,672
|
|
|
Fiscal Year Ended
|
||||||||||
|
February 2, 2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
Statement of Operations Data
(dollars in thousands):
|
|
|
|
|
|
||||||
Net sales
|
$
|
12,724,454
|
|
|
$
|
12,495,995
|
|
|
$
|
12,095,302
|
|
Membership fee income
|
282,893
|
|
|
258,594
|
|
|
255,235
|
|
|||
Total revenues
|
13,007,347
|
|
|
12,754,589
|
|
|
12,350,537
|
|
|||
Cost of sales
|
10,646,452
|
|
|
10,513,492
|
|
|
10,223,017
|
|
|||
Selling, general and administrative expenses
|
2,051,324
|
|
|
2,017,821
|
|
|
1,908,752
|
|
|||
Preopening expense
|
6,118
|
|
|
3,004
|
|
|
2,749
|
|
|||
Operating income
|
303,453
|
|
|
220,272
|
|
|
216,019
|
|
|||
Interest expense, net
|
164,535
|
|
|
196,724
|
|
|
143,351
|
|
|||
Income from continuing operations before income taxes
|
138,918
|
|
|
23,548
|
|
|
72,668
|
|
|||
Provision (benefit) for income taxes
|
11,826
|
|
|
(28,427
|
)
|
|
27,968
|
|
|||
Income from continuing operations
|
127,092
|
|
|
51,975
|
|
|
44,700
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
169
|
|
|
(1,674
|
)
|
|
(476
|
)
|
|||
Net income
|
$
|
127,261
|
|
|
$
|
50,301
|
|
|
$
|
44,224
|
|
Operational Data:
|
|
|
|
|
|
||||||
Total clubs at end of period
|
216
|
|
|
215
|
|
|
214
|
|
|||
Comparable club sales
|
3.7
|
%
|
|
0.8
|
%
|
|
(2.6
|
)%
|
|||
Comparable club sales excluding gasoline sales
|
2.2
|
%
|
|
(0.9
|
)%
|
|
(2.3
|
)%
|
|||
Adjusted EBITDA
|
$
|
578,426
|
|
|
$
|
533,507
|
|
|
$
|
457,326
|
|
Free cash flow
|
281,190
|
|
|
72,619
|
|
|
182,672
|
|
|||
Membership renewal rate
|
87
|
%
|
|
86
|
%
|
|
85
|
%
|
|
Fiscal Year Ended
|
|
|
February 2, 2019
|
|
Comparable club sales
|
3.7
|
%
|
Less: contribution from gasoline sales
|
1.5
|
%
|
Merchandise comparable sales
|
2.2
|
%
|
|
Fiscal Year Ended
|
|
|
February 3, 2018
|
|
Comparable club sales
|
0.8
|
%
|
Less: contribution from gasoline sales
|
1.7
|
%
|
Merchandise comparable sales
|
(0.9
|
)%
|
|
Fiscal Year Ended
|
||||||||||
|
February 2,
2019
|
|
February 3, 2018
|
|
January 28, 2017
|
||||||
(in thousands)
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
427,103
|
|
|
$
|
210,085
|
|
|
$
|
297,428
|
|
Net cash used in investing activities
|
(145,913
|
)
|
|
(137,466
|
)
|
|
(114,756
|
)
|
|||
Net cash used in financing activities
|
(288,998
|
)
|
|
(69,629
|
)
|
|
(188,118
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
(7,808
|
)
|
|
$
|
2,990
|
|
|
$
|
(5,446
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(Dollars in thousands)
|
|
Total
|
|
Less than 1 year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Outstanding borrowings and interest
(1)
|
|
$
|
2,250,486
|
|
|
$
|
349,549
|
|
|
$
|
200,584
|
|
|
$
|
1,700,353
|
|
|
$
|
—
|
|
Operating leases
|
|
3,245,562
|
|
|
309,785
|
|
|
610,366
|
|
|
547,204
|
|
|
1,778,207
|
|
|||||
Capital and financing leases including interest
|
|
58,377
|
|
|
4,510
|
|
|
9,640
|
|
|
9,850
|
|
|
34,377
|
|
|||||
Closed store lease obligations
|
|
3,189
|
|
|
739
|
|
|
1,478
|
|
|
972
|
|
|
—
|
|
|||||
Purchase obligations
(2)
|
|
386,505
|
|
|
349,266
|
|
|
28,115
|
|
|
8,415
|
|
|
709
|
|
|||||
Total
|
|
$
|
5,944,119
|
|
|
$
|
1,013,849
|
|
|
$
|
850,183
|
|
|
$
|
2,266,794
|
|
|
$
|
1,813,293
|
|
(1)
|
Total interest payments associated with these borrowings are included within this amount and are estimated to be $461.8 million based on the LIBOR interest rate of
5.51%
on the First Lien Term Loan and
3.76%
on the ABL Facility.
|
(2)
|
Includes our significant contractual unconditional purchase obligations. For cancellable agreements, any penalty due upon cancellation is included. These commitments do not exceed our projected requirements and are in the normal course of business. Examples include firm commitments for merchandise purchase orders, gasoline and information technology.
|
•
|
Recognition of e-commerce sales when control is transferred to the customer
|
•
|
Recognition of royalty revenue in connection with our co-brand credit card program as variable consideration
|
•
|
Recognition of gift card breakage in proportion to gift card redemptions
|
|
Page
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
27,146
|
|
|
$
|
34,954
|
|
Accounts receivable, net
|
194,300
|
|
|
190,756
|
|
||
Merchandise inventories
|
1,052,306
|
|
|
1,019,138
|
|
||
Prepaid expenses and other current assets
|
63,454
|
|
|
81,972
|
|
||
Prepaid federal and state income taxes
|
—
|
|
|
9,784
|
|
||
Total current assets
|
1,337,206
|
|
|
1,336,604
|
|
||
Property and equipment:
|
|
|
|
|
|
||
Land and buildings
|
390,243
|
|
|
404,400
|
|
||
Leasehold costs and improvements
|
203,394
|
|
|
184,165
|
|
||
Furniture, fixtures and equipment
|
1,039,360
|
|
|
924,616
|
|
||
Construction in progress
|
23,749
|
|
|
20,775
|
|
||
|
1,656,746
|
|
|
1,533,956
|
|
||
Less: accumulated depreciation and amortization
|
(907,968
|
)
|
|
(775,206
|
)
|
||
Total property and equipment, net
|
748,778
|
|
|
758,750
|
|
||
Goodwill
|
924,134
|
|
|
924,134
|
|
||
Intangibles, net
|
200,870
|
|
|
224,876
|
|
||
Other assets
|
28,297
|
|
|
29,492
|
|
||
Total assets
|
$
|
3,239,285
|
|
|
$
|
3,273,856
|
|
LIABILITIES
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
254,377
|
|
|
$
|
219,750
|
|
Accounts payable
|
816,880
|
|
|
751,948
|
|
||
Accrued expenses and other current liabilities
|
504,834
|
|
|
495,767
|
|
||
Closed store obligations due within one year
|
739
|
|
|
2,122
|
|
||
Accrued federal and state income taxes
|
858
|
|
|
—
|
|
||
Total current liabilities
|
1,577,688
|
|
|
1,469,587
|
|
||
Long-term debt
|
1,546,471
|
|
|
2,492,660
|
|
||
Noncurrent closed store obligations
|
2,450
|
|
|
6,561
|
|
||
Deferred income taxes
|
36,937
|
|
|
57,074
|
|
||
Other noncurrent liabilities
|
277,823
|
|
|
267,393
|
|
||
Commitments and contingencies (see Note 8)
|
|
|
|
|
|
||
Contingently redeemable common stock, par value $0.01; no shares issued and outstanding at February 2, 2019 and 1,456 shares issued and outstanding at February 3, 2018
|
—
|
|
|
10,438
|
|
||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Common stock; par value $0.01; 305,000 shares authorized, 138,099 shares issued and 137,317 shares outstanding at February 2, 2019; 305,000 shares authorized, 87,073 shares issued and outstanding at February 3, 2018
|
1,381
|
|
|
871
|
|
||
Additional paid-in capital
|
742,072
|
|
|
2,883
|
|
||
Accumulated deficit
|
(915,113
|
)
|
|
(1,036,012
|
)
|
||
Accumulated other comprehensive income (loss)
|
(11,315
|
)
|
|
2,401
|
|
||
Treasury stock, at cost, 782 shares at February 2, 2019 and no shares at February 3, 2018
|
(19,109
|
)
|
|
—
|
|
||
Total stockholders’ deficit
|
(202,084
|
)
|
|
(1,029,857
|
)
|
||
Total liabilities and stockholders’ deficit
|
$
|
3,239,285
|
|
|
$
|
3,273,856
|
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Net sales
|
$
|
12,724,454
|
|
|
$
|
12,495,995
|
|
|
$
|
12,095,302
|
|
Membership fee income
|
282,893
|
|
|
258,594
|
|
|
255,235
|
|
|||
Total revenues
|
13,007,347
|
|
|
12,754,589
|
|
|
12,350,537
|
|
|||
Cost of sales
|
10,646,452
|
|
|
10,513,492
|
|
|
10,223,017
|
|
|||
Selling, general and administrative expenses
|
2,051,324
|
|
|
2,017,821
|
|
|
1,908,752
|
|
|||
Preopening expense
|
6,118
|
|
|
3,004
|
|
|
2,749
|
|
|||
Operating income
|
303,453
|
|
|
220,272
|
|
|
216,019
|
|
|||
Interest expense, net
|
164,535
|
|
|
196,724
|
|
|
143,351
|
|
|||
Income from continuing operations before income taxes
|
138,918
|
|
|
23,548
|
|
|
72,668
|
|
|||
Provision (benefit) for income taxes
|
11,826
|
|
|
(28,427
|
)
|
|
27,968
|
|
|||
Income from continuing operations
|
127,092
|
|
|
51,975
|
|
|
44,700
|
|
|||
Income (loss) from discontinued operations, net of income taxes
|
169
|
|
|
(1,674
|
)
|
|
(476
|
)
|
|||
Net income
|
$
|
127,261
|
|
|
$
|
50,301
|
|
|
$
|
44,224
|
|
Income per share attributable to common stockholders — basic:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
1.09
|
|
|
$
|
0.59
|
|
|
$
|
0.51
|
|
Loss from discontinued operations
|
—
|
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
Net income
|
$
|
1.09
|
|
|
$
|
0.57
|
|
|
$
|
0.50
|
|
Income per share attributable to common stockholders — diluted:
|
|
|
|
|
|
|
|
|
|||
Income from continuing operations
|
$
|
1.05
|
|
|
$
|
0.56
|
|
|
$
|
0.49
|
|
Loss from discontinued operations
|
—
|
|
|
(0.02
|
)
|
|
(0.01
|
)
|
|||
Net income
|
$
|
1.05
|
|
|
$
|
0.54
|
|
|
$
|
0.48
|
|
Weighted-average number of common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
116,599
|
|
|
88,386
|
|
|
88,164
|
|
|||
Diluted
|
121,135
|
|
|
92,264
|
|
|
90,736
|
|
|||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|||
Postretirement medical plan adjustment, net of income tax of $94, $204 and $744, respectively
|
$
|
240
|
|
|
$
|
(312
|
)
|
|
$
|
(1,086
|
)
|
Unrealized gain (loss) on cash flow hedge, net of income tax of $5,454, $0 and $25, respectively
|
(13,956
|
)
|
|
—
|
|
|
38
|
|
|||
Total other comprehensive income
|
$
|
(13,716
|
)
|
|
$
|
(312
|
)
|
|
$
|
(1,048
|
)
|
Total comprehensive income
|
$
|
113,545
|
|
|
$
|
49,989
|
|
|
$
|
43,176
|
|
|
Contingently
Redeemable
Common Stock |
|
Common Stock
|
|
Additional
Paid-in Capital |
|
Accumulated
Deficit |
|
Accumulated
Other Comprehensive Income |
|
Treasury Stock
|
Total
Stockholders’ Deficit |
||||||||||||||||||||||||
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, January 30, 2016
|
945
|
|
|
$
|
7,951
|
|
|
87,073
|
|
|
$
|
871
|
|
|
$
|
(4,289
|
)
|
|
$
|
(400,984
|
)
|
|
$
|
3,329
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(401,073
|
)
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,224
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44,224
|
|
|||||||
Postretirement medical plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|
—
|
|
|
—
|
|
|
(1,086
|
)
|
|||||||
Unrealized gain on cash flow hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,828
|
|
|||||||
Option exercises
|
217
|
|
|
1,038
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(661
|
)
|
|||||||
Call of shares
|
(119)
|
|
|
(844
|
)
|
|
—
|
|
|
—
|
|
|
(583
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(583
|
)
|
|||||||
Other equity transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127
|
|
|||||||
Balance, January 28, 2017
|
1,043
|
|
|
$
|
8,145
|
|
|
87,073
|
|
|
$
|
871
|
|
|
$
|
6,397
|
|
|
$
|
(356,760
|
)
|
|
$
|
2,281
|
|
|
—
|
|
|
—
|
|
|
$
|
(347,211
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,301
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
50,301
|
|
|||||||
Postretirement medical plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
|
—
|
|
|
(312
|
)
|
|||||||
Dividends paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,397
|
)
|
|
(729,121
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(735,518
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,102
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,102
|
|
|||||||
Option exercises
|
616
|
|
|
3,708
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,850
|
)
|
|||||||
Call of shares
|
(203)
|
|
|
(1,415
|
)
|
|
—
|
|
|
—
|
|
|
(554
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(554
|
)
|
|||||||
Other equity transactions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,815
|
)
|
|
(432
|
)
|
|
432
|
|
|
—
|
|
|
—
|
|
|
(2,815
|
)
|
|||||||
Balance, February 3, 2018
|
1,456
|
|
|
$
|
10,438
|
|
|
87,073
|
|
|
$
|
871
|
|
|
$
|
2,883
|
|
|
$
|
(1,036,012
|
)
|
|
$
|
2,401
|
|
|
—
|
|
|
—
|
|
|
$
|
(1,029,857
|
)
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,261
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
127,261
|
|
|||||||
Postretirement medical plan adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|
—
|
|
|
—
|
|
|
240
|
|
|||||||
Unrealized loss on cash flow hedge, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,956
|
)
|
|
—
|
|
|
—
|
|
|
(13,956
|
)
|
|||||||
Dividend paid
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||||||
Common stock issued for public offering, net of related fees
|
—
|
|
|
—
|
|
|
43,125
|
|
|
431
|
|
|
685,458
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
685,889
|
|
|||||||
Common stock issued under stock incentive plans
|
—
|
|
|
—
|
|
|
4,875
|
|
|
49
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock reclassification as a result of public offering
|
(1,736
|
)
|
|
(13,202
|
)
|
|
1,736
|
|
|
17
|
|
|
13,185
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
13,202
|
|
|||||||
Common stock issued related to follow-on offering
|
—
|
|
|
—
|
|
|
1,290
|
|
|
13
|
|
|
(13
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Common stock repurchased upon vesting of stock awards
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
|
(19,109
|
)
|
|
(19,109
|
)
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,677
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
57,677
|
|
|||||||
Options exercised prior to public offering
|
280
|
|
|
2,792
|
|
|
—
|
|
|
—
|
|
|
(2,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,210
|
)
|
|||||||
Call of shares prior to public offering
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Net shares used to pay tax withholdings upon option exercise
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,883
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(22,883
|
)
|
|||||||
Net cash received on option exercises
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,061
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,061
|
|
|||||||
Cumulative effect of change in Accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,362
|
)
|
|||||||
Balance, February 2, 2019
|
—
|
|
|
$
|
—
|
|
|
138,099
|
|
|
$
|
1,381
|
|
|
$
|
742,072
|
|
|
$
|
(915,113
|
)
|
|
$
|
(11,315
|
)
|
|
(782
|
)
|
|
$
|
(19,109
|
)
|
|
$
|
(202,084
|
)
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net income
|
$
|
127,261
|
|
|
$
|
50,301
|
|
|
$
|
44,224
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Charges for discontinued operations
|
(235
|
)
|
|
2,766
|
|
|
802
|
|
|||
Depreciation and amortization
|
162,223
|
|
|
164,061
|
|
|
178,325
|
|
|||
Amortization of debt issuance costs and accretion of original issues discount
|
6,556
|
|
|
8,463
|
|
|
17,091
|
|
|||
Debt extinguishment and refinancing charges
|
23,602
|
|
|
9,788
|
|
|
—
|
|
|||
Impairment charges for assets held for sale
|
3,962
|
|
|
—
|
|
|
—
|
|
|||
Other non-cash items, net
|
2,362
|
|
|
3,892
|
|
|
32
|
|
|||
Stock-based compensation expense
|
57,677
|
|
|
9,102
|
|
|
11,828
|
|
|||
Deferred income tax provision
|
(12,314
|
)
|
|
(35,623
|
)
|
|
(23,530
|
)
|
|||
Increase (decrease) in cash due to changes in:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(3,976
|
)
|
|
(24,507
|
)
|
|
26,533
|
|
|||
Merchandise inventories
|
(33,168
|
)
|
|
12,706
|
|
|
30,010
|
|
|||
Prepaid expenses and other current assets
|
26,338
|
|
|
(47,867
|
)
|
|
16,184
|
|
|||
Other assets
|
874
|
|
|
967
|
|
|
2,034
|
|
|||
Accounts payable
|
68,884
|
|
|
36,081
|
|
|
(29,277
|
)
|
|||
Change in book overdrafts
|
(19,770
|
)
|
|
7,523
|
|
|
(42,781
|
)
|
|||
Accrued expenses
|
13,738
|
|
|
23,241
|
|
|
49,441
|
|
|||
Accrued income taxes
|
10,642
|
|
|
(12,651
|
)
|
|
6,343
|
|
|||
Closed store obligations
|
(5,259
|
)
|
|
(2,354
|
)
|
|
(1,942
|
)
|
|||
Other noncurrent liabilities
|
(2,294
|
)
|
|
4,196
|
|
|
12,111
|
|
|||
Net cash provided by operating activities
|
427,103
|
|
|
210,085
|
|
|
297,428
|
|
|||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Additions to property and equipment, net of disposals
|
(145,913
|
)
|
|
(137,466
|
)
|
|
(114,756
|
)
|
|||
Net cash used in investing activities
|
(145,913
|
)
|
|
(137,466
|
)
|
|
(114,756
|
)
|
|||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|||
Proceeds from long term debt
|
—
|
|
|
547,544
|
|
|
—
|
|
|||
Payments on long term debt
|
(36,167
|
)
|
|
(14,437
|
)
|
|
(65,161
|
)
|
|||
Paydown of the First Lien Term Loan and extinguishment of Second Lien Term Loan
|
(975,633
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from ABL facility
|
1,587,000
|
|
|
1,645,000
|
|
|
1,166,000
|
|
|||
Payments on ABL facility
|
(1,515,000
|
)
|
|
(1,483,000
|
)
|
|
(1,287,000
|
)
|
|||
Debt issuance costs paid
|
(982
|
)
|
|
(24,635
|
)
|
|
(754
|
)
|
|||
Dividends paid
|
(25
|
)
|
|
(735,518
|
)
|
|
(25
|
)
|
|||
Capital lease and financing obligations payments
|
(691
|
)
|
|
(657
|
)
|
|
(535
|
)
|
|||
Net cash received (paid) from stock option exercises
|
(14,240
|
)
|
|
858
|
|
|
377
|
|
|||
Cash paid for share repurchases
|
—
|
|
|
(1,969
|
)
|
|
(1,427
|
)
|
|||
Acquisition of treasury stock
|
(19,109
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Initial Public Offering, net of underwriters discount and commission
|
690,970
|
|
|
—
|
|
|
—
|
|
|||
Payment of Initial Public Offering costs
|
(5,081
|
)
|
|
—
|
|
|
—
|
|
|||
Other financing activities
|
(40
|
)
|
|
(2,815
|
)
|
|
407
|
|
|||
Net cash used in financing activities
|
(288,998
|
)
|
|
(69,629
|
)
|
|
(188,118
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(7,808
|
)
|
|
2,990
|
|
|
(5,446
|
)
|
|||
Cash and cash equivalents at beginning of period
|
34,954
|
|
|
31,964
|
|
|
37,410
|
|
|||
Cash and cash equivalents at end of period
|
$
|
27,146
|
|
|
$
|
34,954
|
|
|
$
|
31,964
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|||
Interest paid, net of capitalized interest
|
$
|
152,882
|
|
|
$
|
152,178
|
|
|
$
|
126,919
|
|
Income taxes paid
|
15,845
|
|
|
14,820
|
|
|
45,746
|
|
|||
Non-cash financing and investing activities:
|
|
|
|
|
|
|
|
|
|||
Conversion of contingently redeemable common stock into common stock
|
13,202
|
|
|
—
|
|
|
—
|
|
|||
Property additions included in accrued expenses
|
13,849
|
|
|
19,405
|
|
|
16,915
|
|
|||
Property acquired through financing obligations
|
—
|
|
|
—
|
|
|
6,500
|
|
1.
|
Description of Business
|
2.
|
Summary of Significant Accounting Policies
|
|
Fiscal Year
|
|||||||
|
2018 % of Total
|
|
2017 % of Total
|
|
2016 % of Total
|
|||
Edible Grocery
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
Perishables
|
28
|
%
|
|
29
|
%
|
|
29
|
%
|
Non-Edible Grocery
|
21
|
%
|
|
21
|
%
|
|
22
|
%
|
General Merchandise
|
14
|
%
|
|
14
|
%
|
|
14
|
%
|
Gasoline & Other Ancillary Services
|
13
|
%
|
|
12
|
%
|
|
10
|
%
|
•
|
Level 1, quoted market prices in active markets for identical assets or liabilities.
|
•
|
Level 2, observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.
|
•
|
Level 3, unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
|
|
|
Balance
as of
February 3,
2018
|
|
Adjustment
for new
Standard
|
|
Balance
as of
February 4,
2018
|
||||||
Prepaid expenses and other current assets
|
|
$
|
81,972
|
|
|
$
|
7,820
|
|
|
$
|
89,792
|
|
Accrued expenses and other current liabilities
|
|
495,767
|
|
|
16,645
|
|
|
512,412
|
|
|||
Deferred income taxes
|
|
57,074
|
|
|
(2,463
|
)
|
|
54,611
|
|
|||
Accumulated deficit
|
|
(1,036,012
|
)
|
|
(6,362
|
)
|
|
(1,042,374
|
)
|
|
|
As
Reported
|
|
Balance
without
adoption
|
|
Effect of
change
|
||||||
Prepaid expenses and other current assets
|
|
$
|
63,454
|
|
|
$
|
57,785
|
|
|
$
|
5,669
|
|
Accrued expenses and other current liabilities
|
|
504,834
|
|
|
489,492
|
|
|
15,342
|
|
|||
Deferred income taxes
|
|
36,937
|
|
|
39,636
|
|
|
(2,699
|
)
|
|||
Accumulated deficit
|
|
(915,113
|
)
|
|
(908,139
|
)
|
|
(6,974
|
)
|
3.
|
Related Party Transactions
|
•
|
Refinanced and upsized the senior secured first lien term loan facility (the "First Lien Term Loan") to
$1,925.0 million
, subject to an original issue discount (“OID”) of
$4.8 million
.
|
•
|
Refinanced and upsized the existing senior secured second lien term loan facility (the "Second Lien Term Loan") to
$625.0 million
, subject to an OID of
$6.2 million
.
|
•
|
Amended and restated the senior secured asset based revolving credit and term facility (the "ABL Facility") and borrowed
$340.0 million
.
|
5.
|
Debt and Credit Arrangements
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
ABL Facility
|
$
|
289,000
|
|
|
$
|
217,000
|
|
First Lien Term Loan
|
1,530,045
|
|
|
1,910,563
|
|
||
Second Lien Term Loan
|
—
|
|
|
625,000
|
|
||
Unamortized debt discount and debt issuance costs
|
(18,197
|
)
|
|
(40,153
|
)
|
||
Less: current portion
|
(254,377
|
)
|
|
(219,750
|
)
|
||
Long-term debt
|
$
|
1,546,471
|
|
|
$
|
2,492,660
|
|
Fiscal Year:
|
Dollars in
thousands |
||
2019
|
$
|
254,377
|
|
2020
|
15,377
|
|
|
2021
|
15,377
|
|
|
2022
|
15,377
|
|
|
2023
|
1,518,537
|
|
|
Thereafter
|
—
|
|
|
Total
|
$
|
1,819,045
|
|
6.
|
Interest Expense, net
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Interest on debt
|
$
|
128,643
|
|
|
$
|
163,210
|
|
|
$
|
122,193
|
|
Interest on capital lease and financing obligations
|
4,119
|
|
|
4,205
|
|
|
4,244
|
|
|||
Debt issuance costs amortization
|
3,322
|
|
|
4,060
|
|
|
7,693
|
|
|||
Original issue discount amortization
|
3,233
|
|
|
4,403
|
|
|
9,398
|
|
|||
Charges related to debt refinancing
|
25,405
|
|
|
21,061
|
|
|
—
|
|
|||
Capitalized interest
|
(187
|
)
|
|
(215
|
)
|
|
(68
|
)
|
|||
Unrealized loss on interest rate caps
|
—
|
|
|
—
|
|
|
73
|
|
|||
Other interest income
|
—
|
|
|
—
|
|
|
(182
|
)
|
|||
Interest expense, net
|
$
|
164,535
|
|
|
$
|
196,724
|
|
|
$
|
143,351
|
|
7.
|
Intangible Assets and Liabilities
|
|
February 2, 2019
|
||||||||||
|
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Amount
|
||||||
Goodwill
|
$
|
924,134
|
|
|
$
|
—
|
|
|
$
|
924,134
|
|
|
|
|
|
|
|
||||||
Intangible Assets Not Subject to Amortization:
|
|
|
|
|
|
||||||
BJ’s trade name
|
$
|
90,500
|
|
|
$
|
—
|
|
|
$
|
90,500
|
|
|
|
|
|
|
|
||||||
Intangible Assets Subject to Amortization:
|
|
|
|
|
|
|
|
||||
Member relationships
|
245,000
|
|
|
(178,330
|
)
|
|
66,670
|
|
|||
Private label brands
|
8,500
|
|
|
(5,194
|
)
|
|
3,306
|
|
|||
Below market leases
|
120,182
|
|
|
(79,788
|
)
|
|
40,394
|
|
|||
Total intangible assets
|
$
|
464,182
|
|
|
$
|
(263,312
|
)
|
|
$
|
200,870
|
|
|
|
|
|
|
|
||||||
Intangible Liabilities Subject to Amortization:
|
|
|
|
|
|
||||||
Above market leases
|
$
|
(30,515
|
)
|
|
$
|
16,872
|
|
|
$
|
(13,643
|
)
|
|
February 3, 2018
|
||||||||||
Gross Carrying
Amount |
|
Accumulated
Amortization |
|
Net Amount
|
|||||||
Goodwill
|
$
|
924,134
|
|
|
$
|
—
|
|
|
$
|
924,134
|
|
|
|
|
|
|
|
||||||
Intangible Assets Not Subject to Amortization:
|
|
|
|
|
|
||||||
BJ’s trade name
|
$
|
90,500
|
|
|
$
|
—
|
|
|
$
|
90,500
|
|
|
|
|
|
|
|
||||||
Intangible Assets Subject to Amortization:
|
|
|
|
|
|
||||||
Member relationships
|
245,000
|
|
|
(163,668
|
)
|
|
81,332
|
|
|||
Private label brands
|
8,500
|
|
|
(4,486
|
)
|
|
4,014
|
|
|||
Below market leases
|
120,182
|
|
|
(71,152
|
)
|
|
49,030
|
|
|||
Total intangible assets
|
$
|
464,182
|
|
|
$
|
(239,306
|
)
|
|
$
|
224,876
|
|
|
|
|
|
|
|
||||||
Intangible Liabilities Subject to Amortization:
|
|
|
|
|
|
||||||
Above market leases
|
$
|
(30,515
|
)
|
|
$
|
14,709
|
|
|
$
|
(15,806
|
)
|
|
Below Market Leases
|
|
Above Market Leases
|
|
Other Intangibles
|
|
Total
|
||||||||
2019
|
$
|
7,633
|
|
|
$
|
(2,077
|
)
|
|
$
|
13,491
|
|
|
$
|
19,047
|
|
2020
|
7,117
|
|
|
(1,846
|
)
|
|
11,862
|
|
|
17,133
|
|
||||
2021
|
6,153
|
|
|
(1,581
|
)
|
|
10,483
|
|
|
15,055
|
|
||||
2022
|
4,507
|
|
|
(1,526
|
)
|
|
9,230
|
|
|
12,211
|
|
||||
2023
|
3,743
|
|
|
(1,374
|
)
|
|
7,866
|
|
|
10,235
|
|
8.
|
Commitment and Contingencies
|
Fiscal Year
|
Future minimum payments
|
||
2019
|
$
|
309,785
|
|
2020
|
310,956
|
|
|
2021
|
299,410
|
|
|
2022
|
282,841
|
|
|
2023
|
264,363
|
|
|
Thereafter
|
1,778,207
|
|
|
Total
|
$
|
3,245,562
|
|
Fiscal Year
|
Future minimum
payments |
||
2018
|
$
|
4,510
|
|
2019
|
4,807
|
|
|
2020
|
4,833
|
|
|
2021
|
4,894
|
|
|
2022
|
4,956
|
|
|
Thereafter
|
34,377
|
|
|
Total Minimum payments
|
58,377
|
|
|
Less: amount representing interest
|
(37,855
|
)
|
|
Total
|
$
|
20,522
|
|
9.
|
Discontinued Operations
|
|
Discontinued Operations 2018
|
||||||||||||||||||
|
Liabilities
February 3, 2018 |
|
Charges
|
|
Payments/
Increase |
|
Liabilities
February 2, 2019 |
|
Cumulative
Charges to Date, Net |
||||||||||
BJ’s clubs
|
$
|
8,683
|
|
|
$
|
(235
|
)
|
|
$
|
(5,259
|
)
|
|
$
|
3,189
|
|
|
$
|
59,364
|
|
Current portion
|
$
|
2,122
|
|
|
|
|
|
|
$
|
739
|
|
|
|
||||||
Long-term portion
|
6,561
|
|
|
|
|
|
|
2,450
|
|
|
|
||||||||
Total
|
$
|
8,683
|
|
|
|
|
|
|
$
|
3,189
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
||||||||||||||||||
|
Discontinued Operations 2017
|
||||||||||||||||||
|
Liabilities
January 28, 2017 |
|
Charges
|
|
Payments/
Increase |
|
Liabilities
February 3, 2018 |
|
Cumulative
Charges to Date, Net |
||||||||||
BJ’s clubs
|
$
|
8,271
|
|
|
$
|
2,766
|
|
|
$
|
(2,354
|
)
|
|
$
|
8,683
|
|
|
$
|
59,599
|
|
Current portion
|
$
|
2,013
|
|
|
|
|
|
|
$
|
2,122
|
|
|
|
||||||
Long-term portion
|
6,258
|
|
|
|
|
|
|
6,561
|
|
|
|
||||||||
Total
|
$
|
8,271
|
|
|
|
|
|
|
$
|
8,683
|
|
|
|
10.
|
Contingently Redeemable Common Stock
|
11.
|
Stock Incentive Plans
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
Risk-free interest rate range
|
2.56% - 2.73%
|
|
1.40% - 1.40%
|
|
1.35% - 1.98%
|
Expected volatility factor
|
26.9%
|
|
35.0%
|
|
35.0%
|
Weighted-average expected option life (yrs.)
|
5.9
|
|
5.7
|
|
6.0
|
Weighted-average grant-date fair value
|
$5.16
|
|
$2.51
|
|
$4.40
|
(options in thousands)
|
Number of
securities to be issued upon exercise of outstanding options |
|
Weighted-
average exercise price |
|
Weighted-average
remaining contractual life (in years) |
|||
Outstanding, beginning of period
|
8,981
|
|
|
$
|
4.00
|
|
|
|
Granted
|
2,791
|
|
|
16.39
|
|
|
|
|
Forfeited
|
(409
|
)
|
|
6.88
|
|
|
|
|
Exercised
|
(5,111
|
)
|
|
3.09
|
|
|
|
|
Outstanding, end of period
|
6,252
|
|
|
10.09
|
|
|
7.7
|
|
Vested and expected to vest, end of period
|
6,252
|
|
|
10.09
|
|
|
7.7
|
|
Exercisable, end of period
|
3,480
|
|
|
$
|
5.31
|
|
|
6.4
|
|
|
Restricted Stock
|
|
Restricted Stock Units
|
||||||||
(shares in thousands)
|
|
Shares
|
Weighted-Average Grant-Date Fair Value
|
|
Shares
|
Weighted-Average Grant-Date Fair Value
|
||||||
Unvested at beginning of year
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Granted
|
|
2,960
|
|
22.04
|
|
|
16
|
|
27.59
|
|
||
Forfeited
|
|
(33
|
)
|
22.00
|
|
|
—
|
|
—
|
|
||
Vested
|
|
(1,954
|
)
|
22.00
|
|
|
—
|
|
—
|
|
||
Outstanding, February 2, 2019
|
|
973
|
|
$
|
22.14
|
|
|
16
|
|
$
|
27.59
|
|
12.
|
Income Taxes
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Federal:
|
|
|
|
|
|
||||||
Current
|
$
|
14,641
|
|
|
$
|
1,976
|
|
|
$
|
42,268
|
|
Deferred
|
(9,563
|
)
|
|
(33,219
|
)
|
|
(19,457
|
)
|
|||
State:
|
|
|
|
|
|
||||||
Current
|
11,877
|
|
|
5,220
|
|
|
9,230
|
|
|||
Deferred
|
(5,129
|
)
|
|
(2,404
|
)
|
|
(4,073
|
)
|
|||
Total income tax provision (benefit)
|
$
|
11,826
|
|
|
$
|
(28,427
|
)
|
|
$
|
27,968
|
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
|||
Statutory federal income tax rates
|
21.0
|
%
|
|
33.7
|
%
|
|
35.0
|
%
|
State income taxes, net of federal tax benefit
|
3.8
|
|
|
7.5
|
|
|
4.5
|
|
Effect of federal rate change
|
(1.8
|
)
|
|
(136.2
|
)
|
|
—
|
|
Work opportunity and solar tax credit
|
(1.3
|
)
|
|
(17.9
|
)
|
|
(1.6
|
)
|
Charitable contributions
|
(0.5
|
)
|
|
(1.0
|
)
|
|
(0.3
|
)
|
Prior year adjustments
|
0.1
|
|
|
(3.2
|
)
|
|
—
|
|
Stock options
|
(10.8
|
)
|
|
(4.8
|
)
|
|
—
|
|
Other
|
(2.0
|
)
|
|
1.2
|
|
|
0.9
|
|
Effective income tax rate
|
8.5
|
%
|
|
(120.7
|
)%
|
|
38.5
|
%
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Deferred tax assets:
|
|
|
|
||||
Self-insurance reserves
|
$
|
29,288
|
|
|
$
|
27,595
|
|
Rental step liabilities
|
23,194
|
|
|
21,336
|
|
||
Compensation and benefits
|
13,823
|
|
|
15,975
|
|
||
Interest
|
12,354
|
|
|
—
|
|
||
Capital lease and financing obligations
|
5,826
|
|
|
7,542
|
|
||
Interest rate swap
|
5,454
|
|
|
—
|
|
||
Deferred gain amortization
|
4,956
|
|
|
5,279
|
|
||
Intangible liabilities
|
3,834
|
|
|
4,408
|
|
||
Environment clean up reserve
|
3,664
|
|
|
3,312
|
|
||
Startup costs
|
3,276
|
|
|
3,675
|
|
||
Lease incentive gain
|
2,963
|
|
|
3,029
|
|
||
Closed store obligations
|
896
|
|
|
2,421
|
|
||
Other
|
16,926
|
|
|
13,677
|
|
||
Total deferred tax assets
|
$
|
126,454
|
|
|
$
|
108,249
|
|
Deferred tax liabilities:
|
|
|
|
||||
Fixed assets
|
$
|
87,413
|
|
|
$
|
79,388
|
|
Intangible assets
|
56,444
|
|
|
62,716
|
|
||
Debt costs
|
5,152
|
|
|
7,728
|
|
||
Capital lease and financings obligations
|
5,079
|
|
|
7,014
|
|
||
Other
|
9,303
|
|
|
8,477
|
|
||
Total deferred tax liabilities
|
163,391
|
|
|
165,323
|
|
||
Net deferred tax liabilities
|
$
|
(36,937
|
)
|
|
$
|
(57,074
|
)
|
|
Fiscal year Ended
February 2, 2019 |
|
Fiscal year Ended
February 3, 2018 |
||||
Balance at the beginning of the period
|
$
|
4,357
|
|
|
$
|
4,199
|
|
Additions (reductions) for tax positions taken during prior years
|
(142
|
)
|
|
607
|
|
||
Additions for tax positions taken during the current year
|
960
|
|
|
43
|
|
||
Settlements
|
(125
|
)
|
|
(260
|
)
|
||
Lapses in statute of limitations
|
(2,526
|
)
|
|
(232
|
)
|
||
Balance at the end of the period
|
$
|
2,524
|
|
|
$
|
4,357
|
|
13.
|
Retirement Plans
|
14.
|
Postretirement Medical Benefits
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
||||
Change in Obligation
|
|
|
|
||||
Projected benefit obligation at beginning of period
|
$
|
5,360
|
|
|
$
|
5,927
|
|
Company service cost
|
143
|
|
|
182
|
|
||
Interest cost
|
150
|
|
|
147
|
|
||
Plan participants’ contributions
|
270
|
|
|
316
|
|
||
Net actuarial loss
|
(1,336
|
)
|
|
(392
|
)
|
||
Benefit payments made directly by the Company
|
(413
|
)
|
|
(820
|
)
|
||
Projected benefit obligation at end of period
|
$
|
4,174
|
|
|
$
|
5,360
|
|
Change in Plan Assets
|
|
|
|
|
|
||
Fair value of plan assets at beginning of period
|
$
|
—
|
|
|
$
|
—
|
|
Company contributions
|
143
|
|
|
504
|
|
||
Plan participants’ contributions
|
270
|
|
|
316
|
|
||
Benefit payments made directly by the Company
|
(413
|
)
|
|
(820
|
)
|
||
Fair value of plan assets at end of period
|
—
|
|
|
—
|
|
||
Funded status at end of year
|
$
|
(4,174
|
)
|
|
$
|
(5,360
|
)
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Company service cost
|
$
|
143
|
|
|
$
|
182
|
|
|
$
|
204
|
|
Interest cost
|
150
|
|
|
147
|
|
|
142
|
|
|||
Net prior service credit amortization
|
(693
|
)
|
|
(693
|
)
|
|
(693
|
)
|
|||
Amortization of unrecognized gain
|
(316
|
)
|
|
(250
|
)
|
|
(510
|
)
|
|||
Net periodic postretirement benefit cost
|
$
|
(716
|
)
|
|
$
|
(614
|
)
|
|
$
|
(857
|
)
|
Discount rate used to determine cost
|
3.00
|
%
|
|
2.63
|
%
|
|
2.45
|
%
|
|||
Health care cost trend rates
|
6.50
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
||||
AOCI at the beginning of period
|
$
|
(3,331
|
)
|
|
$
|
(3,882
|
)
|
Net prior service credit amortization
|
693
|
|
|
693
|
|
||
Amortization of net actuarial gain
|
316
|
|
|
250
|
|
||
Net actuarial loss for the period
|
(1,336
|
)
|
|
(392)
|
|
||
AOCI at the end of the period
|
$
|
(3,658
|
)
|
|
$
|
(3,331
|
)
|
|
February 2, 2019
|
|
February 3, 2018
|
||
Discount rate
|
3.04
|
%
|
|
3.00
|
%
|
Health care cost trend rate assumed for next year
|
6.50
|
%
|
|
6.50
|
%
|
Ultimate trend rate
|
5.00
|
%
|
|
5.00
|
%
|
Year that the rate reaches the ultimate trend rate
|
2024
|
|
|
2024
|
|
Effect of 1% Increase in Medical Trend Rates
|
|
||
Postretirement benefit obligation increases by
|
$
|
124
|
|
Total of service and interest cost increases by
|
16
|
|
|
Effect of 1% Decrease in Medical Trend Rates
|
|
||
Postretirement benefit obligation decreases by
|
$
|
120
|
|
Total of service and interest cost decreases by
|
15
|
|
Fiscal Year
|
Future
minimum payments |
||
2019
|
$
|
774
|
|
2020
|
707
|
|
|
2021
|
692
|
|
|
2022
|
706
|
|
|
2023
|
640
|
|
|
2024 to 2028
|
1,357
|
|
|
Total
|
4,876
|
|
15.
|
Asset Retirement Obligations
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Balance, beginning of period
|
$
|
12,998
|
|
|
$
|
11,846
|
|
|
$
|
10,714
|
|
Accretion expense
|
1,031
|
|
|
959
|
|
|
895
|
|
|||
Liabilities incurred during the year
|
1,219
|
|
|
193
|
|
|
237
|
|
|||
Balance, end of period
|
$
|
15,248
|
|
|
$
|
12,998
|
|
|
$
|
11,846
|
|
16.
|
Accrued Expenses and Other Current Liabilities
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Deferred membership fee income
|
$
|
134,415
|
|
|
$
|
126,216
|
|
Employee compensation
|
77,663
|
|
|
83,921
|
|
||
Outstanding checks and payables
|
58,840
|
|
|
34,002
|
|
||
Insurance reserves
|
47,813
|
|
|
40,620
|
|
||
BJ’s Perks rewards
|
34,083
|
|
|
22,736
|
|
||
Sales, property, use and other taxes
|
29,050
|
|
|
33,031
|
|
||
Deferred revenues
|
26,800
|
|
|
16,977
|
|
||
Fixed asset accruals
|
13,849
|
|
|
19,405
|
|
||
Professional services
|
20,197
|
|
|
7,998
|
|
||
Utilities, advertising and accrued interest
|
16,177
|
|
|
41,709
|
|
||
MFI Sales and legal reserves
|
12,744
|
|
|
6,652
|
|
||
Repairs and maintenance
|
11,808
|
|
|
17,734
|
|
||
Other
|
21,395
|
|
|
44,766
|
|
||
Total
|
$
|
504,834
|
|
|
$
|
495,767
|
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
||||
Deferred MFI, beginning of period
|
$
|
126,216
|
|
|
$
|
116,483
|
|
Cash received from members
|
291,092
|
|
|
268,327
|
|
||
Revenue recognized in earnings
|
(282,893
|
)
|
|
(258,594
|
)
|
||
Deferred MFI, end of period
|
$
|
134,415
|
|
|
$
|
126,216
|
|
17.
|
Other Noncurrent Liabilities
|
|
February 2, 2019
|
|
February 3, 2018
|
||||
Rent escalation liability
|
$
|
82,907
|
|
|
$
|
76,867
|
|
Workers’ compensation and general liability
|
70,585
|
|
|
72,317
|
|
||
Capital leases and financing obligations
|
28,824
|
|
|
35,147
|
|
||
Interest rate swap liability
|
19,410
|
|
|
—
|
|
||
Postretirement medical benefit and other
|
16,938
|
|
|
21,634
|
|
||
Deferred gain on sale leasebacks
|
16,348
|
|
|
17,639
|
|
||
Asset retirement obligations
|
15,248
|
|
|
12,998
|
|
||
Lease incentives
|
13,920
|
|
|
14,985
|
|
||
Above market leases
|
13,643
|
|
|
15,806
|
|
||
Total noncurrent liabilities
|
$
|
277,823
|
|
|
$
|
267,393
|
|
18.
|
Book Overdrafts
|
19.
|
Derivative Financial Instruments
|
20.
|
Fair Value Measurements
|
|
Carrying
Amount |
|
Fair Value
|
||||
First Lien Term Loan
|
$
|
1,530,045
|
|
|
$
|
1,516,872
|
|
ABL Facility
|
289,000
|
|
|
289,000
|
|
||
Total Debt
|
$
|
1,819,045
|
|
|
$
|
1,805,872
|
|
|
Carrying
Amount |
|
Fair Value
|
||||
First Lien Term Loan
|
$
|
1,910,563
|
|
|
$
|
1,908,174
|
|
Second Lien Term Loan
|
625,000
|
|
|
625,000
|
|
||
ABL Facility
|
217,000
|
|
|
217,000
|
|
||
Total Debt
|
$
|
2,752,563
|
|
|
$
|
2,750,174
|
|
21.
|
Earnings Per Share
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
|||
Weighted-average common shares outstanding, used for basic computation
|
116,599,102
|
|
|
88,385,864
|
|
|
88,163,992
|
|
Plus: Incremental shares of potentially dilutive securities
|
|
|
|
|
|
|||
Stock incentive awards
|
4,535,748
|
|
|
3,877,713
|
|
|
2,572,087
|
|
Weighted-average number of common and dilutive potential common shares outstanding
|
121,134,850
|
|
|
92,263,577
|
|
|
90,736,079
|
|
22.
|
Condensed Financial Information of Registrant (Parent Company Only)
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
||||
ASSETS
|
|
|
|
||||
Investment in subsidiaries
|
$
|
(202,084
|
)
|
|
$
|
(1,019,419
|
)
|
|
|
|
|
||||
Contingently redeemable common stock, par value $0.01; 0 shares issued and outstanding at February 2, 2019 and 1,456 shares issued and outstanding at February 3, 2018:
|
—
|
|
|
10,438
|
|
||
|
|
|
|
||||
STOCKHOLDERS’ DEFICIT
|
|
|
|
||||
Common stock, par value $0.01; 305,000 shares authorized; 138,099 shares issued and 137,317 shares outstanding at February 2, 2019; 87,073 shares issued and outstanding at February 3, 2018
|
1,381
|
|
|
871
|
|
||
Additional paid-in capital
|
730,757
|
|
|
4,537
|
|
||
Accumulated deficit
|
(915,113
|
)
|
|
(1,035,265
|
)
|
||
Treasury stock, at cost, 782 shares and no shares outstanding at February 2, 2019 and February 3, 2018, respectively.
|
(19,109
|
)
|
|
—
|
|
||
Total contingently redeemable common stock and stockholders’ deficit
|
$
|
(202,084
|
)
|
|
$
|
(1,019,419
|
)
|
|
Fiscal Year Ended
February 2, 2019 |
|
Fiscal Year Ended
February 3, 2018 |
|
Fiscal Year Ended
January 28, 2017 |
||||||
Equity in net income of subsidiaries
|
$
|
127,261
|
|
|
$
|
50,301
|
|
|
$
|
44,224
|
|
Net income
|
127,261
|
|
|
50,301
|
|
|
44,224
|
|
|||
Net income per share attributable to common stockholders’:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.09
|
|
|
$
|
0.57
|
|
|
$
|
0.50
|
|
Diluted
|
1.05
|
|
|
0.54
|
|
|
0.48
|
|
|||
Weighted average number of common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
116,599
|
|
|
88,386
|
|
|
88,164
|
|
|||
Diluted
|
121,135
|
|
|
92,264
|
|
|
90,736
|
|
23.
|
Selected Quarterly Financial Data (Unaudited)
|
(in thousands, except per share amounts)
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Fiscal Year Ended February 2, 2019 (52 weeks)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
$
|
2,993,742
|
|
|
$
|
3,236,664
|
|
|
$
|
3,150,234
|
|
|
$
|
3,343,814
|
|
Total revenue
|
|
3,061,697
|
|
|
3,307,105
|
|
|
3,221,663
|
|
|
3,416,882
|
|
||||
Gross profit
|
|
551,359
|
|
|
588,503
|
|
|
592,088
|
|
|
628,945
|
|
||||
Net income (loss)
|
|
14,137
|
|
|
(5,614
|
)
|
|
54,431
|
|
|
64,307
|
|
||||
Basic earnings (loss) per share
|
|
0.16
|
|
|
(0.05
|
)
|
|
0.40
|
|
|
0.47
|
|
||||
Diluted earnings (loss) per share
|
|
0.15
|
|
|
(0.05
|
)
|
|
0.39
|
|
|
0.46
|
|
||||
Fiscal Year Ended February 3, 2018 (53 weeks)
|
|
|
|
|
|
|
|
|
||||||||
Net sales
|
|
2,883,298
|
|
|
3,103,335
|
|
|
3,019,389
|
|
|
3,489,973
|
|
||||
Total revenue
|
|
2,946,828
|
|
|
3,167,527
|
|
|
3,084,245
|
|
|
3,555,989
|
|
||||
Gross profit
|
|
505,523
|
|
|
553,340
|
|
|
560,948
|
|
|
621,286
|
|
||||
Net income (loss)
|
|
(58,894
|
)
|
|
19,712
|
|
|
22,775
|
|
|
66,708
|
|
||||
Basic earnings (loss) per share
|
|
(0.67
|
)
|
|
0.22
|
|
|
0.26
|
|
|
0.75
|
|
||||
Diluted earnings (loss) per share
|
|
(0.67
|
)
|
|
0.22
|
|
|
0.25
|
|
|
0.71
|
|
Name
|
|
Age
|
|
Position
|
|
Executive Officers
|
|
|
|
|
|
Christopher J. Baldwin
|
|
56
|
|
|
Chairman, President & Chief Executive Officer, Director
|
Lee Delaney
|
|
47
|
|
|
Executive Vice President, Chief Commercial Officer
|
Jeff Desroches
|
|
42
|
|
|
Executive Vice President, Club Operations Officer
|
Robert W. Eddy
|
|
46
|
|
|
Executive Vice President, Chief Financial and Administrative Officer
|
Scott Kessler
|
|
52
|
|
|
Executive Vice President, Chief Information Officer
|
Brian Poulliot
|
|
44
|
|
|
Executive Vice President, Chief Membership Officer
|
Laura L. Felice
|
|
37
|
|
|
Senior Vice President, Controller
|
Caroline Glynn
|
|
50
|
|
|
Senior Vice President, Internal Audit and Asset Protection
|
Graham Luce
|
|
49
|
|
|
Senior Vice President, General Counsel and Secretary
|
Rafeh Masood
|
|
40
|
|
|
Senior Vice President, Chief Digital Officer
|
Kirk Saville
|
|
56
|
|
|
Senior Vice President, Corporate Communications
|
Kristyn M. Sugrue
|
|
50
|
|
|
Senior Vice President, Treasurer
|
William C. Werner
|
|
41
|
|
|
Senior Vice President, Strategic Planning and Investor Relations
|
Directors
|
|
|
|
|
|
Cameron Breitner
|
|
44
|
|
|
Director
|
Nishad Chande
|
|
43
|
|
|
Director
|
J. Kristofer Galashan
|
|
41
|
|
|
Director
|
Lars Haegg
|
|
53
|
|
|
Director
|
Ken Parent
|
|
60
|
|
|
Director
|
Christopher H. Peterson
|
|
52
|
|
|
Director
|
Jonathan A. Seiffer
|
|
47
|
|
|
Director
|
Robert Steele
|
|
63
|
|
|
Director
|
Judith L. Werthauser
|
|
53
|
|
|
Director
|
•
|
so long as CVC owns, in the aggregate, (i) at least 70% of the total outstanding shares of our common stock owned by it immediately following the IPO, CVC Beacon LP is entitled to nominate three directors, (ii) less than 70%, but at least 40% of the total outstanding shares of our common stock owned by it immediately following the IPO, it is entitled to nominate two directors, (iii) less than 40% but at least 10% of the total outstanding shares of our common stock owned by it immediately following the IPO, it is entitled to nominate one director and (iv) less than 10% of the total outstanding shares of our common stock owned by it immediately following the IPO, it will not be entitled to nominate a director; and
|
•
|
so long as Leonard Green owns, in the aggregate, (i) at least 70% of the total outstanding shares of our common stock owned by it immediately following the IPO, Leonard Green is entitled to nominate three directors, (ii) less than 70%, but at least 40% of the total outstanding shares of our common stock owned by it immediately following the IPO, it is entitled to nominate two directors, (iii) less than 40% but at least 10% of the total outstanding shares of our common stock owned by it immediately following the IPO, it is entitled to nominate one director and (iv) less than 10% of the total outstanding shares of our common stock owned by it immediately following the IPO, will not be not entitled to nominate a director.
|
•
|
Christopher J. Baldwin, who serves as Chairman, President and Chief Executive Officer (“CEO”) and is our principal executive officer;
|
•
|
Robert W. Eddy, who serves as Executive Vice President and Chief Financial and Administrative Officer and is our principal financial officer;
|
•
|
attract, engage and retain to work for us the best executives, with experience and managerial talent enabling us to be an employer of choice in highly-competitive and dynamic industries;
|
•
|
align compensation with our corporate strategies, business and financial objectives and the long-term interests of our stockholders;
|
•
|
motivate and reward executives whose knowledge, skills and performance ensure our continued success; and
|
•
|
ensure that our total compensation is fair, reasonable and competitive.
|
•
|
our evaluation of the competitive market based on the experience of the members of the Compensation Committee with other companies and market information we may receive from executive search firms retained by us;
|
•
|
Increased the NEO base salaries as further described in “Base Salaries”;
|
•
|
Increased the NEO target percentage payout under our annual incentive plan as further described in “Annual Incentive Plan”; and
|
•
|
Awarded equity in the form of non-qualified stock options and restricted stock awards, each as further described in "Long-Term Equity Incentives".
|
Compensation Element
|
|
Form
|
|
Objectives
|
Base Salary
(Fixed, short-term)
|
|
Cash
|
|
Attract and retain high-quality executives to drive our success
Align with external competitive level and maintain internal parity based on role, responsibility and experience
|
Annual Incentive Plan
(At-risk, short-term)
|
|
Cash
|
|
Drive Company and business unit results
Align actual pay-out based on achievement of Company financial performance goals
|
Long-term Incentive Awards
(At-risk, medium to long-term)
|
|
Equity:
Restricted Stock Awards and Non-qualified Stock Options
|
|
Drive Company performance; align interest of executives with those of stockholders; retain executives through vesting over multi-year periods
Vest RSAs ratably over three years
Vest non-qualified stock options ratably over three years, with a 10-year expiration from the date of grant
|
IPO Awards
(At-risk, medium)
|
|
Equity:
Restricted Stock Awards and Non-qualified Stock Options
|
|
Reward executives for Company performance leading up to the IPO
Vest RSAs 30 days from grant date, subject to non-compete restrictions
Vest non-qualified stock options over two years, front loaded (2/3 year one, 1/3 year two)
|
Named Executive Officer
|
Annual Incentive
Plan Target Bonus
(as a % of base salary)
(1)
|
Christopher J. Baldwin
|
150%
|
Robert W. Eddy
|
100%
|
Lee Delaney
|
100%
|
Scott Kessler
|
70%
|
Brian Poulliot
|
70%
|
(1)
|
Fiscal year 2018 was 52 weeks long. Each executive’s target bonus was a percentage of their base salary as of February 2, 2019.
|
IPO Equity Awards
|
|||
Name
|
|
Restricted Stock Awards (# of shares)
|
Stock Option Awards
(# of shares)
|
Christopher J. Baldwin
|
|
1,416,450
|
—
|
Robert W. Eddy
|
|
87,500
|
262,500
|
Lee Delaney
|
|
93,751
|
281,253
|
Scott Kessler
|
|
65,625
|
65,625
|
Brian Poulliot
|
|
65,625
|
65,625
|
Name and Principal Position
|
Fiscal Year
|
Salary
(1)
|
Bonus
(2)
|
Stock
Awards
(3)
|
Option
Awards
(3)
|
Non-Equity
Incentive Plan
Compensation
(4)(5)
|
All Other
Compensation
(6)
|
Total
|
||||||||||||||
Christopher J. Baldwin
|
2018
|
$
|
1,230,769
|
|
$
|
—
|
|
$
|
35,458,808
|
|
$
|
3,134,752
|
|
$
|
2,203,500
|
|
$
|
28,935
|
|
$
|
42,056,764
|
|
Chairman, President & Chief Executive Officer
|
2017
|
1,019,231
|
|
—
|
|
—
|
|
—
|
|
1,129,308
|
|
9,266,311
|
|
11,414,850
|
|
|||||||
Robert W. Eddy
|
2018
|
686,923
|
|
—
|
|
3,850,000
|
|
2,774,625
|
|
819,250
|
|
100,996
|
|
8,231,794
|
|
|||||||
Executive Vice President and Chief Financial and Administrative Officer
|
2017
|
566,443
|
|
303,160
|
|
—
|
|
—
|
|
376,571
|
|
7,255,519
|
|
8,501,693
|
|
|||||||
Lee Delaney
|
2018
|
722,308
|
|
—
|
|
3,093,706
|
|
2,220,474
|
|
847,500
|
|
13,492
|
|
6,897,480
|
|
|||||||
Executive Vice President, Chief Commercial Officer
|
2017
|
636,923
|
|
340,881
|
|
—
|
|
—
|
|
423,427
|
|
4,697,957
|
|
6,099,188
|
|
|||||||
Scott Kessler
|
2018
|
490,385
|
|
—
|
|
2,887,500
|
|
693,656
|
|
395,500
|
|
3,746
|
|
4,470,787
|
|
|||||||
Executive Vice President, Chief Information Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Brian Poulliot
|
2018
|
436,154
|
|
—
|
|
2,887,500
|
|
693,656
|
|
355,950
|
|
65,055
|
|
4,438,315
|
|
|||||||
Executive Vice President, Chief Membership Officer
|
2017
|
394,904
|
|
211,353
|
|
—
|
|
—
|
|
262,532
|
|
3,212,737
|
|
4,081,526
|
|
(1)
|
This amount reflects salary earned during the fiscal year, including any salary adjustments made during the fiscal year.
|
(2)
|
This amount reflects one-time discretionary cash bonuses paid for extraordinary service in fiscal year 2017.
|
(3)
|
Amounts set forth in the Stock Awards and Option Awards columns represent the aggregate grant date fair value of awards granted in fiscal year 2018 computed in accordance with ASC Topic 718. Please see “Accounting for Stock-Based Compensation” for further information.
|
(4)
|
This amount reflects payments pursuant to our Annual Incentive Plan. Please see “Annual Company Performance-Based Cash Bonuses and One-Time Cash Bonuses” for further information on these bonuses.
|
(5)
|
The amounts to be paid pursuant to our Annual Incentive Plan with respect to fiscal year 2018 were determined in March 2019 and will be paid on March 22, 2019.
|
(6)
|
All Other Compensation for fiscal year 2018 includes:
|
Name
|
Executive
Retirement
Plan
Company
Contributions
(a)
|
Tax
Gross
Ups
(b)
|
Car
Allowance
|
Employer
401(k)
Matching
Contributions
(c)
|
Financial
Planning
|
Other
(d)
|
Total
|
||||||||||||||
Christopher J. Baldwin
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9,250
|
|
$
|
3,875
|
|
$
|
15,810
|
|
$
|
28,935
|
|
Robert W. Eddy
|
35,408
|
|
26,712
|
|
15,374
|
|
9,250
|
|
10,000
|
|
4,252
|
|
100,996
|
|
|||||||
Lee Delaney
|
—
|
|
—
|
|
—
|
|
8,250
|
|
3,000
|
|
2,242
|
|
13,492
|
|
|||||||
Scott Kessler
|
—
|
|
—
|
|
—
|
|
236
|
|
1,245
|
|
2,265
|
|
3,746
|
|
|||||||
Brian Poulliot
|
22,482
|
|
16,960
|
|
15,374
|
|
8,250
|
|
—
|
|
1,989
|
|
65,055
|
|
(a)
|
We contribute to the Executive Retirement Plan for certain of our NEOs. This amount reflects the company contributions to the Executive Retirement Plan. Under this plan, we fund annual retirement contributions of a certain percentage of the designated participant’s base salary into contribution accounts, in which participants become vested after four fiscal years of service.
|
(b)
|
Amounts reflect tax gross-ups provided under our Executive Retirement Plan.
|
(c)
|
Our 401(k) plan provides for Company matching contributions of 50% of the first 6% of an employee’s covered compensation. Company matching contributions vest ratably over an employee’s first four years of employment.
|
(d)
|
Amount includes (i) executive life insurance contributions of $7,369 for Mr. Baldwin, $4,102 for Mr. Eddy, $2,092 for Mr. Delaney, $2,116 for Mr. Kessler, and $1,838 for Mr. Poulliot, and (ii) legal services in an amount equal to $8,292 for Mr. Baldwin.
|
|
|
Estimated future payouts under
non-equity incentive plan awards
|
All other
stock
awards:
Number of
shares of
stock or
units
|
|
All other
option
awards:
Number of
securities
underlying
options
(2)
|
|
Exercise
or base
price of
option
awards
($/SH)
|
Grant date
fair value of
stock and
option
awards
(3)
|
|||||||||||||
Name
|
Grant date
|
Threshold
|
Target
|
Maximum
|
|||||||||||||||||
Christopher J. Baldwin
|
|
$
|
—
|
|
$
|
1,950,000
|
|
$
|
3,900,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/28/2018
|
|
|
|
|
|
|
1,416,450
|
|
(1)
|
|
|
|
|
|
$
|
31,161,900
|
|
|||
|
6/28/2018
|
|
|
|
|
|
|
195,314
|
|
|
|
|
|
|
|
4,296,908
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
585,935
|
|
|
17.00
|
|
3,134,752
|
|
||||
Robert W. Eddy
|
|
—
|
|
725,000
|
|
1,450,000
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
87,500
|
|
(1)
|
|
|
|
|
|
1,925,000
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
87,500
|
|
|
|
|
|
|
|
1,925,000
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
262,500
|
|
(2)
|
17.00
|
|
1,370,250
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
262,500
|
|
|
17.00
|
|
1,404,375
|
|
||||
Lee Delaney
|
|
—
|
|
750,000
|
|
1,500,000
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
93,751
|
|
(1)
|
|
|
|
|
|
2,062,522
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
46,872
|
|
|
|
|
|
|
|
1,031,184
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
281,253
|
|
(2)
|
17.00
|
|
1,468,141
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
140,623
|
|
|
17.00
|
|
752,333
|
|
||||
Scott Kessler
|
|
—
|
|
350,000
|
|
700,000
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
65,625
|
|
(1)
|
|
|
|
|
|
1,443,750
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
65,625
|
|
|
|
|
|
|
|
1,443,750
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
65,625
|
|
(2)
|
17.00
|
|
342,563
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
65,625
|
|
|
17.00
|
|
351,094
|
|
||||
Brian Poulliot
|
|
—
|
|
315,000
|
|
630,000
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
65,625
|
|
(1)
|
|
|
|
|
|
1,443,750
|
|
||||
|
6/28/2018
|
|
|
|
|
|
|
65,625
|
|
|
|
|
|
|
|
1,443,750
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
65,625
|
|
(2)
|
17.00
|
|
342,563
|
|
||||
|
6/27/2018
|
|
|
|
|
|
|
|
|
|
65,625
|
|
|
17.00
|
|
351,094
|
|
(1)
|
Represents restricted stock awards granted in connection with the IPO. See 2018 Equity Compensation Awards tables above.
|
(2)
|
Represents stock option awards granted in connection with the IPO. See 2018 Equity Compensation Awards tables above.
|
(3)
|
Amounts represent the grant date fair value of each award granted in fiscal year 2018 computed in accordance with ASC Topic 718. Please see “Accounting for Stock-Based Compensation” for further information.
|
|
Options Awards
|
|
Stock Awards
|
|||||||||||||
Name
|
Grant Date
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
|
Equity
Incentive
Plan
Awards:
Number
of
Securities
Underlying
Unearned
Options
|
Option
Exercise
Price
|
Option
Expiration
Date
|
|
Grant Date
|
Number
of
Shares or
Units of
Stock That
Have Not
Vested
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(9)
|
||||||
Christopher J. Baldwin
|
09/08/2015
(1)
|
157,500
|
|
—
|
|
—
|
|
$5.72
|
|
09/08/2025
|
|
06/28/2018
(7)
|
195,314
|
$
|
5,169,962
|
|
|
03/24/2016
(2)
|
504,250
|
|
—
|
|
163,338
|
|
5.72
|
|
03/24/2026
|
|
|
|
|
|
|
|
06/27/2018
(7)
|
—
|
|
585,935
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
Robert W. Eddy
|
09/30/2011
(3)
|
261,367
|
|
—
|
|
—
|
|
1.79
|
|
09/30/2021
|
|
06/28/2018
(7)
|
87,500
|
$
|
2,316,125
|
|
|
09/20/2016
(4)
|
224,000
|
|
—
|
|
56,000
|
|
5.72
|
|
09/20/2026
|
|
|
|
|
|
|
|
06/27/2018
(7)
|
—
|
|
262,500
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
|
06/27/2018
(8)
|
262,500
|
|
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
Lee Delaney
|
05/09/2016
(5)
|
171,502
|
|
105,000
|
|
70,000
|
|
5.72
|
|
05/09/2026
|
|
06/28/2018
(7)
|
46,872
|
$
|
1,240,702
|
|
|
09/20/2016
(4)
|
112,000
|
|
—
|
|
28,000
|
|
5.72
|
|
09/20/2026
|
|
|
|
|
|
|
|
06/27/2018
(7)
|
—
|
|
140,623
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
|
06/27/2018
(8)
|
281,253
|
|
—
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
Scott Kessler
|
06/05/2017
(6)
|
113,314
|
|
—
|
|
|
|
7.00
|
|
06/05/2027
|
|
06/28/2018
(7)
|
65,625
|
$
|
1,737,094
|
|
|
06/27/2018
(7)
|
—
|
|
65,625
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
|
06/27/2018
(8)
|
65,625
|
|
—
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
Brian Poulliot
|
09/26/2012
(3)
|
98,275
|
|
—
|
|
|
|
4.26
|
|
09/26/2022
|
|
06/28/2018
(7)
|
65,625
|
$
|
1,737,094
|
|
|
09/20/2016
(4)
|
65,800
|
|
—
|
|
16,450
|
|
5.72
|
|
09/20/2026
|
|
|
|
|
|
|
|
12/05/2016
(4)
|
128,000
|
|
—
|
|
42,000
|
|
7.00
|
|
12/05/2026
|
|
|
|
|
|
|
|
06/27/2018
(7)
|
—
|
|
65,625
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
|
|
06/27/2018
(8)
|
65,625
|
|
—
|
|
—
|
|
17.00
|
|
06/27/2028
|
|
|
|
|
|
(1)
|
10% of the option vested on December 31, 2015, 30% of the option vested on December 31, 2016, 30% of the option vested on December 31, 2017 and the remaining portion of the option vested on December 31, 2018. Such option is now fully vested.
|
(2)
|
30% of the option is time-vesting and the remaining 70% of the option is performance-vesting. The time-vesting portion of the option vests as follows: 1/7
th
of the time-vesting option vested on July 1, 2016 and the remaining 6/7
ths
of the time-vesting option vested in equal ratable installments on the last calendar day of each month from July 2016 to December 2018. The performance-vesting portion of the option vests in three equal ratable installments upon the determination of EBITDA for fiscal year 2016, 2017 and 2018, respectively based on achievement of specified EBITDA targets. The fiscal year 2016 installment vested, the fiscal year 2017 installment vested and, following the end of fiscal year 2018, the fiscal year 2018 installment vested.
|
(3)
|
60% of the option vested in five equal installments on each of the first five anniversaries of September 30, 2011, subject to the executive’s continued employment by us. The remaining 40% of the option was scheduled to vest on or within 120 days following January 31 of each fiscal year 2012 through 2016, if the EBITDA as of such January 31 equaled or exceeded a specified EBITDA target. Such option is now fully vested.
|
(4)
|
60% of the option is time-vesting and the remaining 40% of the option is performance-vesting. 30% of the option vested on September 30, 2017 (December 5, 2017 for Mr. Poulliot’s December 2016 grant), and 30% of the option vested on September 30, 2018 (December 5, 2018 for Mr. Poulliot’s December 2016 grant). 20% of the option vested following the end of the 2017 fiscal year because of the Company’s achievement of its EBITDA target for fiscal year 2017. The remaining 20% of the option vested upon the achievement of a specified EBITDA target for fiscal year 2018. Please see “Long-Term Equity Incentives” for further information on acceleration provisions for these option grants.
|
(5)
|
60% of the option is time-vesting and the remaining 40% of the option is performance-vesting. One-third of the time-vesting portion of the option vests on May 9
th
of each year from 2017 through 2019, subject to the executive’s continued employment by us. Two-thirds of the time-vesting portion of the option has now vested. One-third of the performance-vesting portion of the option vests on or within 120 days following the last day of each of the fiscal years 2016 through 2018 if the EBITDA for such fiscal year equals or exceeds the EBITDA target for such year.
The fiscal year 2016 installment vested and following the end of fiscal year 2017, the fiscal year 2017 installment vested. Upon a termination of employment by the Company
|
(6)
|
The option vested in monthly installments from June 2017 to May 2018 and is now fully vested.
|
(7)
|
The option and restricted stock grants vest in three equal ratable installments on each of the first three anniversaries of the grant date, subject to the executive’s continued employment with us.
|
(8)
|
The option vested on July 27, 2018 but is subject to transferability restrictions that lapse as follows: two-thirds on the first anniversary of the grant and one third on the second anniversary of the grant.
|
(9)
|
Market values reflect the closing price of our common stock on the NYSE on February 1, 2019 (the last business day of fiscal year 2018), which was $26.47.
|
|
Option Awards
|
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise
|
Value Realized on Exercise
(1)
|
|
Number of Shares Acquired on Vesting
(2)
|
Value Realized on Vesting
|
||||||
Christopher J. Baldwin
|
399,912
|
|
$
|
7,836,266
|
|
|
1,416,450
|
|
$
|
31,161,900
|
|
Robert W. Eddy
|
286,943
|
|
6,731,991
|
|
|
87,500
|
|
1,925,000
|
|
||
Lee Delaney
|
178,498
|
|
3,457,506
|
|
|
93,751
|
|
2,062,522
|
|
||
Scott Kessler
|
61,686
|
|
1,115,900
|
|
|
65,625
|
|
1,443,750
|
|
||
Brian Poulliot
|
150,605
|
|
3,088,426
|
|
|
65,625
|
|
1,443,750
|
|
(1)
|
Represents the difference between the closing stock price on the NYSE on the day preceding the exercise date and the option exercise price multiplied by the number of shares acquired on exercise.
|
(2)
|
Includes shares withheld to pay taxes on the restricted stock grant.
|
Name
|
Executive contributions in the last fiscal year
|
Company contributions in last fiscal year
(1)
|
|
Aggregate earnings in last fiscal year
|
Aggregate withdrawals/distributions
|
Aggregate balance at last fiscal year end
|
||||||||||
Christopher J. Baldwin
|
$
|
—
|
|
$
|
63,442
|
|
(2)
|
$
|
(816
|
)
|
$
|
—
|
|
$
|
118,510
|
|
Robert W. Eddy
|
—
|
|
35,408
|
|
|
1,835
|
|
—
|
|
355,065
|
|
|||||
Lee Delaney
|
—
|
|
37,23
|
|
(2)
|
(518
|
)
|
—
|
|
54,334
|
|
|||||
Scott Kessler
|
—
|
|
25,278
|
|
(2)
|
(621
|
)
|
—
|
|
15,310
|
|
|||||
Brian Poulliot
|
—
|
|
22,482
|
|
|
(549
|
)
|
—
|
|
129,697
|
|
(1)
|
Company contributions in the last fiscal year are also reflected in the Summary Compensation Table.
|
(2)
|
Messrs. Baldwin, Delaney and Kessler have not yet accrued four years of credited service. However, we have elected to make Annual Retirement Contributions on behalf of Messrs. Baldwin, Delaney and Kessler. If Messrs. Baldwin, Delaney and Kessler terminate employment prior to achieving four years of credited service, such officer will forfeit all Company contributions previously made on his behalf under the plan. Because these amounts have not yet vested and are subject to forfeiture if employment for any one of Messrs. Baldwin, Delaney and Kessler is terminated prior to achieving four years of credited service, the amounts have not been included as compensation in our current Summary Compensation Table. We expect that in the year Messrs. Baldwin, Delaney and Kessler, as applicable, achieves four years of credited service, all Company contributions to date under the Executive Retirement Plan and all related tax gross-ups will be included in the Summary Compensation Table for such year. For further information, please see “Non-Qualified Executive Retirement Plan.”
|
Name
|
Benefit
|
Termination without Cause
|
Termination due to death or Disability
|
Change in Control
|
Qualifying Termination without cause in connection with a Change in Control
|
||||||||
Christopher J. Baldwin
|
Severance Benefit
(1)
|
$
|
3,250,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,600,000
|
|
|
Continuation of Health Benefits
(2)
|
35,451
|
|
—
|
|
—
|
|
35,451
|
|
||||
|
Value of Accelerated Stock Options
(3)
|
—
|
|
—
|
|
3,389,264
|
|
14,108,030
|
|
||||
|
Annual Bonus
(4)
|
—
|
|
1,950,000
|
|
—
|
|
—
|
|
||||
|
Other
(7)
|
—
|
|
—
|
|
—
|
|
364,213
|
|
||||
Robert W. Eddy
|
Severance Benefit
(5)
|
1,450,000
|
|
—
|
|
—
|
|
1,450,000
|
|
||||
|
Continuation of Health Benefits
(6)
|
35,451
|
|
—
|
|
—
|
|
35,451
|
|
||||
|
Value of Accelerated Stock Options
(3)
|
—
|
|
—
|
|
1,162,000
|
|
5,964,000
|
|
||||
|
Annual Bonus
(4)
|
725,000
|
|
725,000
|
|
—
|
|
—
|
|
||||
|
Other
(7)
|
—
|
|
—
|
|
—
|
|
65,563
|
|
||||
Lee Delaney
|
Severance Benefit
(5)
|
1,500,000
|
|
—
|
|
—
|
|
1,500,000
|
|
||||
|
Continuation of Health Benefits
(6)
|
33,103
|
|
—
|
|
—
|
|
33,103
|
|
||||
|
Value of Accelerated Stock Options
(3)
|
—
|
|
—
|
|
4,212,250
|
|
6,784,652
|
|
||||
|
Annual Bonus
(4)
|
750,000
|
|
750,000
|
|
—
|
|
—
|
|
||||
|
Other
(7)
|
—
|
|
—
|
|
—
|
|
191,720
|
|
||||
Scott Kessler
|
Severance Benefit
(5)
|
1,000,000
|
|
—
|
|
—
|
|
1,000,000
|
|
||||
|
Continuation of Health Benefits
(6)
|
34,302
|
|
—
|
|
—
|
|
34,302
|
|
||||
|
Value of Accelerated Stock Options
(3)
|
—
|
|
—
|
|
—
|
|
2,358,563
|
|
||||
|
Annual Bonus
(4)
|
350,000
|
|
350,000
|
|
—
|
|
—
|
|
||||
|
Other
(7)
|
—
|
|
—
|
|
—
|
|
95,955
|
|
||||
Brian Poulliot
|
Severance Benefit
(5)
|
900,000
|
|
—
|
|
—
|
|
900,000
|
|
||||
|
Continuation of Health Benefits
(6)
|
35,451
|
|
—
|
|
—
|
|
35,451
|
|
||||
|
Value of Accelerated Stock Options
(3)
|
—
|
|
—
|
|
1,159,078
|
|
3,517,640
|
|
||||
|
Annual Bonus
(4)
|
315,000
|
|
315,000
|
|
—
|
|
—
|
|
||||
|
Other
(7)
|
—
|
|
—
|
|
—
|
|
40,695
|
|
(1)
|
Such amount includes twelve months’ base salary and the executive’s target annual cash bonus, payable in substantially equal installments for twelve months after termination and in a single lump sum in respect of a qualifying termination occurring on or following a change in control. This amount is also payable upon a termination by Mr. Baldwin for Good Reason.
|
(2)
|
Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the Company’s applicable health plans for twelve months. This amount is also payable upon a termination by Mr. Baldwin for Good Reason.
|
(3)
|
Includes options and shares of restricted stock. The value of unvested options was calculated by multiplying the number of shares underlying unvested options by $26.47, the closing price of our common stock on the NYSE on February 1, 2019 (the last trading day prior to February 2, 2019), and then deducting the aggregate exercise price for the options. The value of unvested shares of restricted stock was calculated by multiplying the number of shares of unvested restricted stock by $26.47. Please see “Long-Term Equity Incentives” for further information on the accelerated vesting provisions of our option grants.
|
(4)
|
This amount reflects a pro rata portion of the annual cash bonus to which the executive would have been entitled had he remained employed by the Company until the end of the fiscal year. This amount is also payable upon a termination of Mr. Baldwin for Good Reason.
|
(5)
|
Such amount includes 24 months’ base salary, payable in substantially equal installments for 24 months after termination.
|
(6)
|
Such amount includes the difference between the executive’s actual COBRA premium costs and the amount the executive would have paid had he continued coverage as an employee under the Company’s applicable health plans for twenty-four months.
|
(7)
|
This amount reflects the value of the Annual Retirement Contribution under the executive retirement plan for each of the NEOs except for Messrs. Baldwin, Delaney and Kessler. For Mr. Baldwin the amount reflects the value of the Annual Retirement Contribution and accelerated vesting under the executive retirement plan ($359,711) and the value of accelerated vesting under the 401(k) plan ($4,502). For Mr. Delaney the amount reflects the value of the Annual Retirement Contribution and the accelerated vesting under the executive retirement plan ($187,794) and the value of accelerated vesting under the 401(k) plan ($3,927). For Mr. Kessler the amount reflects the value of the Annual Retirement Contribution and accelerated vesting under the executive retirement plan ($95,784) and the value of accelerated vesting under the 401(k) plan ($171). Please see “Non-Qualified Executive Retirement Plan” for further information on the Annual Retirement Contributions.
|
Name
|
Fees
Earned or
Paid in
Cash
(1)
|
Stock
Awards
(2)(6)
|
Total
|
||||||
Cameron Breitner
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Nishad Chande
|
—
|
|
—
|
|
—
|
|
|||
J. Kristopher Galashan
|
—
|
|
—
|
|
—
|
|
|||
Lars Haegg
|
—
|
|
—
|
|
—
|
|
|||
Ken Parent
|
86,042
|
|
139,986
|
|
226,028
|
|
|||
Christopher H. Peterson
|
9,167
|
|
72,484
|
|
81,651
|
|
|||
Jonathan A. Seiffer
|
—
|
|
—
|
|
—
|
|
|||
Laura Sen
(3)
|
—
|
|
—
|
|
—
|
|
|||
Christopher J. Stadler
(4)
|
—
|
|
—
|
|
—
|
|
|||
Robert Steele
|
91,875
|
|
139,986
|
|
231,861
|
|
|||
Judith L. Werthauser
|
21,250
|
|
91,268
|
|
112,518
|
|
|||
Tommy Yin
(5)
|
—
|
|
—
|
|
—
|
|
(1)
|
Mr. Baldwin serves as our President and Chief Executive Officer and as Chairman of our board of directors. His compensation is fully reflected in the Summary Compensation Table, and, therefore, he is not included in the Director Compensation table.
|
(2)
|
Amounts set forth represent the aggregate grant date fair value of awards granted in fiscal year 2018 computed in accordance with ASC Topic 718. Please see “Accounting for Stock-Based Compensation” for further information.
|
(3)
|
Ms. Sen resigned as a member of our board of directors on March 29, 2018.
|
(4)
|
Mr. Stadler resigned as a member of our board of directors on October 31, 2018.
|
(5)
|
Mr. Yin resigned as a member of our board of directors on December 18, 2018.
|
(6)
|
As of the end of fiscal year 2018, Mr. Parent and Mr. Steele held 35,004 and 18,900 outstanding options in the company, respectively.
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
|
|
|||
Equity compensation plans approved by stockholders
|
5,862,877
|
|
(1)
|
10.78
|
|
(2)
|
8,572,846
|
|
(3)
|
Equity compensation plans not approved by stockholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
5,862,877
|
|
|
—
|
|
|
8,572,846
|
|
|
(1)
|
Consists of 5,846,794 options granted under the 2011 Plan, 2012 Director Plan and 2018 Plan and 16,083 restricted stock units granted under the 2018 Plan to non-employee members of our board of directors.
|
(2)
|
The restricted stock units do not have an exercise price.
|
(3)
|
Remaining shares available for issuance under the 2018 Plan.
|
•
|
each person or entity who is known by us to beneficially own more than 5% of our common stock;
|
•
|
each of our directors and named executive officers; and
|
•
|
all of our directors and executive officers as a group.
|
Name of Beneficial Owner
|
|
Number of Shares Beneficially Owned
|
|
Percentage of Shares Beneficially Owned
|
||
5% Stockholders
|
|
|
|
|
||
CVC Beacon LP
(1)
|
|
18,727,024
|
|
|
13.6
|
%
|
Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P.
(2)
|
|
18,727,024
|
|
|
13.6
|
%
|
FMR, LLC
(3)
|
|
13,905,704
|
|
|
10.1
|
%
|
The Vanguard Group
(4)
|
|
7,748,903
|
|
|
5.6
|
%
|
Directors and Named Executive Officers
|
|
|
|
|
||
Christopher J. Baldwin
(5)
|
|
1,992,213
|
|
|
1.4
|
%
|
Robert W. Eddy
(6)
|
|
972,180
|
|
|
*
|
|
Lee Delaney
(7)
|
|
870,866
|
|
|
*
|
|
Scott Kessler
(8)
|
|
263,931
|
|
|
*
|
|
Brian Poulliot
(9)
|
|
461,142
|
|
|
*
|
|
Cameron Breitner
|
|
—
|
|
|
*
|
|
Nishad Chande
|
|
—
|
|
|
*
|
|
J. Kristofer Galashan
|
|
18,727,024
|
|
|
13.6
|
%
|
Lars Haegg
|
|
—
|
|
|
*
|
|
Ken Parent
(10)
|
|
35,004
|
|
|
*
|
|
Christopher H. Peterson
|
|
—
|
|
|
*
|
|
Jonathan A. Seiffer
|
|
18,727,024
|
|
|
13.6
|
%
|
Robert Steele
(11)
|
|
18,900
|
|
|
*
|
|
Judith L. Werthauser
|
|
—
|
|
|
*
|
|
All other Executive Officers and Directors
|
|
|
|
|
||
Jeff Desroches
|
|
311,810
|
|
|
*
|
|
Laura L. Felice
|
|
176,548
|
|
|
*
|
|
Caroline Glynn
|
|
80,598
|
|
|
*
|
|
Graham Luce
|
|
49,577
|
|
|
*
|
|
Rafeh Masood
|
|
127,931
|
|
|
*
|
|
Kirk Saville
|
|
37,436
|
|
|
*
|
|
Kristyn M, Sugrue
|
|
86,019
|
|
|
*
|
|
William C. Werner
|
|
209,896
|
|
|
*
|
|
All executive officers and directors as a group (22 persons)
(12)
|
|
24,421,075
|
|
|
17.7
|
%
|
*
|
Represents beneficial ownership of less than 1% of our outstanding common stock.
|
(1)
|
The shares are held of record by CVC Beacon LP. CVC Beacon GP LLC is the general partner of CVC Beacon LP. CVC European Equity V Limited is the managing member of CVC Beacon GP LLC. Investment and voting power with regard to shares held of record by CVC Beacon LP rests with the Board of Directors of CVC European Equity V Limited, which consists of James Culshaw, Carl Hansen and Fred Watt, with address c/o CVC European Equity V Limited, 1 Waverley Place, Union Street, St Helier, Jersey JE1 1SG. As such, each of these entities and individuals may be deemed to share beneficial ownership of the shares held of record by CVC Beacon LP. Each of Messrs, Culshaw, Hansen and Watt disclaim beneficial ownership of the securities held of record by CVC Beacon LP.
|
(2)
|
Voting and investment power with respect to the shares of our common stock held by Green Equity Investors V, L.P. and Green Equity Investors Side V, L.P. (collectively, “Green V”) is shared. Voting and investment power may also be deemed to be shared with certain affiliated entities and investors (collectively comprising less than 1.5% of our outstanding common stock) whose holdings are included in the above amount. Messrs. Seiffer and Galashan may also be deemed to share voting and investment power with respect to such shares due to their positions with affiliates of Green V, and each disclaims beneficial ownership of such shares. Each of the foregoing individuals’ address is c/o Leonard Green & Partners, L.P., 11111 Santa Monica Boulevard, Suite 2000, Los Angeles, California 90025.
|
(3)
|
FMR LLC reports sole voting power with respect to 555,462 shares and sole dispositive power with respect to 20,525,494 shares. Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders' voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders' voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act ("Fidelity Funds") advised by Fidelity Management & Research Company ("FMR Co"), a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds' Boards of Trustees. FMR Co carries out the voting of the shares under written guidelines established by the Fidelity Funds' Boards of Trustees. The address for FMR LLC is 245 Summer Street, Boston, Massachusetts 02210. The number of shares we have reported as beneficially owned by FMR LLC and its affiliates (and the other information in this footnote) is based on a Schedule 13G/A filed by FMR LLC with the SEC on February 13, 2019 reporting beneficial ownership as of December 31, 2018.
|
(4)
|
The Vanguard Group Inc. or Vanguard, has sole voting power with respect to 116,832 shares and shared voting power with respect to 11,435 shares. Vanguard has sole dispositive power with respect to 7,628,566 shares and shared dispositive power with respect to 120,337 shares. Vanguard Fiduciary Trust Company and Vanguard Investments Australia, Ltd., which are each wholly-owned subsidiaries of Vanguard, are the beneficial owners of 108,902 and 19,365 shares, respectively. The principal business address of Vanguard and its related entities is 100 Vanguard Blvd., Malvern, PA 19355. The number of shares we have reported as beneficially owned by Vanguard (and the other information in this footnote) is based on Schedule 13G filed by Vanguard with the SEC on February 11, 2019 reporting beneficial ownership as of December 31, 2018.
|
(5)
|
Consists of (a) 170,737 shares of common stock held by the Christopher J. Baldwin Irrevocable Trust dated September 26, 2016, of which Mr. Baldwin’s spouse, Linda B. Baldwin, is trustee, (b) 849,696 shares of common stock held by The Christopher J. Baldwin Grantor Retained Annuity Trust and (c) an aggregate of 971,780 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(6)
|
Consists of (a) 2,000 shares of common stock held by his minor children, (b) 86,324 shares of common stock held by the Robert W. Eddy November 2018 GRAT, (c) 52,489 shares of common stock held by Robert W. Eddy November 2018 GRAT II and (d) an aggregate of 831,367 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(7)
|
Consists of (a) 56,239 shares of common stock and (b) 814,627 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(8)
|
Consists of (a) 39,367 shares of common stock and (b) 224,564 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(9)
|
Consists of (a) 39,367 shares of common stock and (b) 421,775 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(10)
|
Includes shares of common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(11)
|
Includes shares of common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
(12)
|
Consists of (a) 20,162,497 shares of common stock and (b) 4,258,578 shares of (i) unvested restricted stock (which may be forfeited based on satisfaction of the applicable vesting conditions) and (ii) common stock issuable upon the exercise of outstanding options or options that will become exercisable within 60 days of the date of this table.
|
|
|
2018
|
2017
|
||||
Audit Fees
(1)
|
|
$
|
4,466,438
|
|
$
|
1,419,394
|
|
Audit-Related Fees
(2)
|
|
—
|
|
—
|
|
||
Tax Fees
(3)
|
|
285,420
|
|
149,369
|
|
||
All other fees
(4)
|
|
—
|
|
190,000
|
|
||
Total Fees
|
|
$
|
4,751,858
|
|
$
|
1,758,763
|
|
(1)
|
Audit Fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review of the interim consolidated financial statements included in quarterly reports and services that are normally provided by the Independent Registered Public Accounting Firm in connection with statutory and regulatory filings or engagements. In 2017, the fees consist of procedures performed in preparation for the Company's IPO, and mentioning leasing implementation, IPO and second/third transaction fees included in the 2018 audit fees.
|
(2)
|
Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees”.
|
(3)
|
Tax Fees consist of fees billed for professional services rendered for tax compliance, tax advice and tax planning (domestic and international). These services include assistance regarding federal and state tax compliance; tax planning and compliance work.
|
(4)
|
All fees paid that are appropriately not included in the Audit, Audit Related, and Tax categories.
|
Exhibit Number
|
|
Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
|
S-1
|
333-296593
|
3.1
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
3.2
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.1
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.1(a)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.1(b)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.2
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.3
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
4.4
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.1
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.1(a)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.2
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.2(a)
|
February 11, 2019
|
|
|
S-1
|
333-296593
|
10.3
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.3(a)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.3(b)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.4
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.4(a)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.5
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.5(a)
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.6
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.7
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.8
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.9
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.10
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.11
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.12
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.12(a)
|
February 11, 2019
|
|
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S-1
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333-296593
|
10.13
|
February 11, 2019
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||
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S-1
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333-296593
|
10.14
|
February 11, 2019
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||
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S-1
|
333-296593
|
10.14(a)
|
February 11, 2019
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||
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S-1
|
333-296593
|
10.15
|
February 11, 2019
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|
||
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S-1
|
333-296593
|
10.16
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.17
|
February 11, 2019
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|
||
|
S-1
|
333-296593
|
10.18
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.19
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.20
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.21
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.22
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.23
|
February 11, 2019
|
|
|
S-1
|
333-296593
|
10.24
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.25
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.26
|
February 11, 2019
|
|
||
|
S-1
|
333-296593
|
10.27
|
February 11, 2019
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|
||
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|
|
|
|
X
|
||
|
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|
21.1
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|
X
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||
|
|
|
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|
X
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||
|
|
|
|
|
X
|
||
|
|
|
|
|
X
|
||
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|
|
|
|
X
|
||
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||
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|
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||
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|
|
BJ’S WHOLESALE CLUB HOLDINGS, INC.
|
|
|
|
/s/ Christopher J. Baldwin
|
|
|
|
Christopher J. Baldwin
|
|
|
|
Chairman, President & Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
|
Dated : March 25, 2019
|
|
|
|
/s/ Christopher J. Baldwin
|
|
|
Christopher J. Baldwin
Chairman, President & Chief Executive Officer
(Principal Executive Officer)
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Robert W. Eddy
|
|
|
Robert W. Eddy
Executive Vice President, Chief Financial and Administrative Officer (Principal Financial Officer)
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Laura L. Felice
|
|
|
Laura L. Felice
Senior Vice President, Controller
(Principal Accounting Officer)
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Cameron Breitner
|
|
|
Cameron Breitner
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Nishad Chande
|
|
|
Nishad Chande
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ J. Kristofer Galashan
|
|
|
J. Kristofer Galashan
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Lars Haegg
|
|
|
Lars Haegg
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Ken Parent
|
|
|
Ken Parent
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Christopher H. Peterson
|
|
|
Christopher H. Peterson
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Jonathan A. Seiffer
|
|
|
Jonathan A. Seiffer
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Robert Steele
|
|
|
Robert Steele
Director
|
|
|
Date: March 25, 2019
|
|
|
|
|
|
/s/ Judith L. Werthauser
|
|
|
Judith L. Werthauser
Director
|
|
|
Date: March 25, 2019
|
|
|
•
|
Honest and ethical conduct, including fair dealing and the ethical handling of actual or apparent conflicts of interest;
|
•
|
Full, fair, accurate, timely and understandable disclosures;
|
•
|
Compliance with applicable laws and governmental rules and regulations;
|
•
|
Prompt internal reporting of any violations of law or the Code;
|
•
|
Accountability for adherence to the Code, including fair process by which to determine violations;
|
•
|
The protection of the Company’s legitimate business interests, including its assets and corporate opportunities; and
|
•
|
Confidentiality of information entrusted to directors, officers and employees by the Company and its customers.
|
•
|
You are unsure about the proper course of action and need advice.
|
•
|
You believe that someone acting on behalf of BJ’s is doing - or may be about to do - something that violates the law or BJ’s policies.
|
•
|
You have personally engaged in misconduct.
|
•
|
Outside Employment with a Vendor or Competitor
: You or a person related to you performs services for a company that does business with, wants to do business with or competes with BJ’s, if you have authority to purchase goods or services or are in a position to influence decisions with respect to Company purchases.
|
•
|
Financial or Other Material Interests
: You or an immediate family member of yours is an executive officer, a major shareholder or has a substantial financial or other material interest in a company that does business with, wants to do business with or competes with BJ’s. You may not take up any management or other employment position with, or have any material interest in, any firm or company that is a material competitor with the Company.
|
•
|
Certain Relationships
: You may find yourself in a situation where your immediate family member or someone else with whom you have a close relationship is a vendor, customer, competitor or Covered Party of BJ’s. Such situations are not necessarily prohibited, but they call for extra sensitivity to security, confidentiality and conflicts of interest. Such a situation, however harmless it may appear, could raise suspicions among associates that might affect working relationships.
|
•
|
Compensation for Company Services
: You may not accept compensation, in any form, for services performed for BJ’s from any source other than the Company.
|
•
|
Conduct Inconsistent with the Company’s Best Interests
. You may not engage in any conduct or activities inconsistent with BJ’s best interests or that disrupt or impair the Company’s relationship with which it has or proposes to enter into a business or contractual relationship.
|
•
|
Maintain Records as Required by Law
: Some laws have specific record-keeping requirements. Each department must manage and maintain all records as required by law.
|
•
|
Understand and Follow BJ
’
s Records Management Policy
: BJ’s has a
Records Retention Disposal and Destruction Policy
which explains our orderly process for retaining, storing, and disposing of hard copy and electronic documents and other records. Please consult the policy, your supervisor, or the Office of the General Counsel for additional guidance.
|
•
|
Be Alert to the Need for Accuracy
: Covered Parties should always maintain accurate records. Providing false or misleading records, or altering them, is wrong under any circumstances and could constitute a serious violation of law.
|
•
|
Retain Any Records Related to Litigation or an Investigation
: If an investigation or litigation is pending or even anticipated, relevant records - including emails, voicemails and internal computer disk drives - must be retained and preserved until BJ’s General Counsel gives additional advice on how to proceed. Destruction of relevant records, even if inadvertent, could seriously hurt the Company. If you have any questions regarding whether a particular record may be relevant to an investigation or litigation, you should preserve the record in question and ask BJ’s General Counsel for advice.
|
Signature
|
|
|
Printed Name
|
|
|
Printed Name
|
|
|
Title
|
Legal Name
|
|
State or Other Jurisdiction of Incorporation or Organization
|
BJ's Wholesale Club, Inc.
|
|
Delaware
|
BJME Operating Corp.
|
|
Massachusetts
|
BJNH Operating Co. Inc.
|
|
Delaware
|
Natick Realty, Inc.
|
|
Maryland
|
Natick Fifth Realty Corp.
|
|
Maryland
|
Natick NH Hooksett Realty Corp.
|
|
New Hampshire
|
Natick NJ 1993 Realty Corp.
|
|
New Jersey
|
Natick NJ Flemington Realty Corp.
|
|
New Jersey
|
Natick NJ Manahawkin Realty Corp.
|
|
New Jersey
|
Natick NJ Realty Corp.
|
|
New Jersey
|
CWC Beverages Corp.
|
|
Connecticut
|
JWC Beverages Corp.
|
|
New Jersey
|
Mormax Beverages Corp.
|
|
Delaware
|
Mormax Corporation
|
|
Massachusetts
|
Natick GA Beverages Corp.
|
|
Georgia
|
YWC Beverages Corp
|
|
New York
|
1.
|
I have reviewed this Annual Report on Form 10-K of BJ's Wholesale Club Holdings, 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 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)) 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.
|
[Intentionally omitted];
|
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 fourth fiscal quarter 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 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.
|
Dated : March 25, 2019
|
|
|
By: /s/ Christopher J. Baldwin
|
Christopher J. Baldwin
|
Chairman, President & Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this Annual Report on Form 10-K of BJ's Wholesale Club Holdings, 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)) 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.
|
[Intentionally omitted];
|
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 fourth fiscal quarter 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 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.
|
Dated : March 25, 2019
|
|
|
By: /s/ Robert W. Eddy
|
Robert W. Eddy
|
Executive Vice President, Chief Financial and Administrative Officer
(Principal Financial Officer)
|
|
|
/s/ Christopher J. Baldwin
|
Christopher J. Baldwin
|
Chairman, President & Chief Executive Officer
|
March 25, 2019
|
|
|
/s/ Robert W. Eddy
|
Robert W. Eddy
|
Executive Vice President, Chief Financial and Administrative Officer
|
March 25, 2019
|