|
Delaware
|
|
45-2936287
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
25 Research Drive
Westborough, Massachusetts
|
|
01581
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
Trading symbol(s)
|
Name of each exchange on which registered
|
Common Stock, par value $0.01
|
BJ
|
New York Stock Exchange
|
Large accelerated filer
|
☐
|
|
Accelerated filer
|
☐
|
|
|
|
|
|
Non-accelerated filer
|
☒
|
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
|
|
Emerging growth Company
|
☐
|
|
|
|
|
|
|
Page
|
PART I.
|
||
Item 1.
|
||
|
||
|
||
|
||
|
||
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
PART II.
|
||
Item 1.
|
||
Item 1A.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
Item 5.
|
||
Item 6.
|
||
•
|
“the Company,” “BJ’s,” “we,” “us” and “our” mean BJ’s Wholesale Club Holdings, Inc. and, unless the context otherwise requires, its consolidated subsidiaries;
|
•
|
"fiscal year 2018" means the 52 weeks ended February 2, 2019;
|
•
|
"fiscal year 2019" means the 52 weeks ended February 1, 2020; and
|
•
|
“Sponsors” means investment funds affiliated with or advised by CVC Capital Partners and Leonard Green & Partners, L.P.
|
|
May 4, 2019
|
|
February 2, 2019
|
|
May 5, 2018
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
29,877
|
|
|
$
|
27,146
|
|
|
$
|
30,471
|
|
Accounts receivable, net
|
180,379
|
|
|
194,300
|
|
|
168,719
|
|
|||
Merchandise inventories
|
1,085,565
|
|
|
1,052,306
|
|
|
1,055,234
|
|
|||
Prepaid expenses and other current assets
|
47,403
|
|
|
63,454
|
|
|
83,041
|
|
|||
Total current assets
|
1,343,224
|
|
|
1,337,206
|
|
|
1,337,465
|
|
|||
Operating lease right-of-use assets, net
|
2,055,733
|
|
|
—
|
|
|
—
|
|
|||
Property and equipment:
|
|
|
|
|
|
||||||
Land and buildings
|
381,041
|
|
|
390,243
|
|
|
396,221
|
|
|||
Leasehold costs and improvements
|
204,742
|
|
|
203,394
|
|
|
190,234
|
|
|||
Furniture, fixtures and equipment
|
1,067,448
|
|
|
1,039,360
|
|
|
956,894
|
|
|||
Construction in progress
|
14,427
|
|
|
23,749
|
|
|
13,548
|
|
|||
|
1,667,658
|
|
|
1,656,746
|
|
|
1,556,897
|
|
|||
Less: accumulated depreciation and amortization
|
(938,896
|
)
|
|
(907,968
|
)
|
|
(807,227
|
)
|
|||
Total property and equipment, net
|
728,762
|
|
|
748,778
|
|
|
749,670
|
|
|||
Goodwill
|
924,134
|
|
|
924,134
|
|
|
924,134
|
|
|||
Intangibles, net
|
157,103
|
|
|
200,870
|
|
|
218,645
|
|
|||
Other assets
|
17,760
|
|
|
28,297
|
|
|
31,352
|
|
|||
Total assets
|
$
|
5,226,716
|
|
|
$
|
3,239,285
|
|
|
$
|
3,261,266
|
|
LIABILITIES
|
|
|
|
|
|
||||||
Current liabilities:
|
|
|
|
|
|
||||||
Current portion of long-term debt
|
$
|
246,377
|
|
|
$
|
254,377
|
|
|
$
|
179,250
|
|
Current portion of operating lease liabilities
|
121,878
|
|
|
—
|
|
|
—
|
|
|||
Accounts payable
|
820,489
|
|
|
816,880
|
|
|
799,524
|
|
|||
Accrued expenses and other current liabilities
|
485,168
|
|
|
506,431
|
|
|
461,201
|
|
|||
Total current liabilities
|
1,673,912
|
|
|
1,577,688
|
|
|
1,439,975
|
|
|||
Long-term operating lease liabilities
|
1,966,688
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt
|
1,543,537
|
|
|
1,546,471
|
|
|
2,507,960
|
|
|||
Deferred income taxes
|
44,934
|
|
|
36,937
|
|
|
52,531
|
|
|||
Other noncurrent liabilities
|
145,954
|
|
|
280,273
|
|
|
272,203
|
|
|||
Commitments and Contingencies (see Note 8)
|
|
|
|
|
|
||||||
Contingently redeemable common stock, par value $0.01; no shares issued and outstanding at May 4, 2019 or February 2, 2019; 1,736 shares issued and outstanding at May 5, 2018
|
—
|
|
|
—
|
|
|
13,202
|
|
|||
STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
||||||
Common stock, par value $0.01; 305,000 shares authorized, 139,836 shares issued and 139,054 outstanding at May 4, 2019; 138,099 shares issued and 137,317 outstanding at February 2, 2019; and 87,073 shares issued and outstanding at May 5, 2018
|
1,398
|
|
|
1,381
|
|
|
871
|
|
|||
Additional paid-in capital
|
752,218
|
|
|
742,072
|
|
|
360
|
|
|||
Accumulated deficit
|
(867,746
|
)
|
|
(915,113
|
)
|
|
(1,028,237
|
)
|
|||
Accumulated other comprehensive income (loss)
|
(15,070
|
)
|
|
(11,315
|
)
|
|
2,401
|
|
|||
Treasury stock, at cost, 782 shares at May 4, 2019 and February 2, 2019 and no shares at May 5, 2018
|
(19,109
|
)
|
|
(19,109
|
)
|
|
—
|
|
|||
Total stockholders’ deficit
|
(148,309
|
)
|
|
(202,084
|
)
|
|
(1,024,605
|
)
|
|||
Total liabilities and stockholders’ deficit
|
$
|
5,226,716
|
|
|
$
|
3,239,285
|
|
|
$
|
3,261,266
|
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
Net sales
|
$
|
3,069,763
|
|
|
$
|
2,993,742
|
|
Membership fee income
|
73,373
|
|
|
67,955
|
|
||
Total revenues
|
3,143,136
|
|
|
3,061,697
|
|
||
Cost of sales
|
2,568,977
|
|
|
2,510,338
|
|
||
Selling, general and administrative expenses
|
501,181
|
|
|
485,572
|
|
||
Preopening expense
|
2,296
|
|
|
1,217
|
|
||
Operating income
|
70,682
|
|
|
64,570
|
|
||
Interest expense, net
|
27,789
|
|
|
45,203
|
|
||
Income from continuing operations before income taxes
|
42,893
|
|
|
19,367
|
|
||
Provision for income taxes
|
6,808
|
|
|
5,066
|
|
||
Income from continuing operations
|
36,085
|
|
|
14,301
|
|
||
Loss from discontinued operations, net of income taxes
|
(287
|
)
|
|
(164
|
)
|
||
Net income
|
$
|
35,798
|
|
|
$
|
14,137
|
|
Income per share attributable to common stockholders—basic:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.26
|
|
|
$
|
0.16
|
|
Loss from discontinued operations
|
—
|
|
|
—
|
|
||
Net income
|
$
|
0.26
|
|
|
$
|
0.16
|
|
Income per share attributable to common stockholders—diluted:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.26
|
|
|
$
|
0.15
|
|
Loss from discontinued operations
|
(0.01
|
)
|
|
—
|
|
||
Net income
|
$
|
0.25
|
|
|
$
|
0.15
|
|
Weighted average number of common shares outstanding:
|
|
|
|
||||
Basic
|
136,810
|
|
|
88,553
|
|
||
Diluted
|
140,463
|
|
|
93,292
|
|
||
Other comprehensive income:
|
|
|
|
||||
Unrealized loss on cash flow hedge, net of income tax of $1,460 and $0, respectively
|
$
|
(3,755
|
)
|
|
$
|
—
|
|
Total other comprehensive loss
|
$
|
(3,755
|
)
|
|
$
|
—
|
|
Total comprehensive income
|
$
|
32,043
|
|
|
$
|
14,137
|
|
|
|
|
|
|
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, February 2, 2019
|
—
|
|
|
$
|
—
|
|
|
|
138,099
|
|
|
$
|
1,381
|
|
|
$
|
742,072
|
|
|
$
|
(915,113
|
)
|
|
$
|
(11,315
|
)
|
|
(782
|
)
|
|
$
|
(19,109
|
)
|
|
$
|
(202,084
|
)
|
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,798
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,798
|
|
|||||||
Unrealized loss on cash flow hedge, net of tax
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,755
|
)
|
|
—
|
|
|
—
|
|
|
(3,755
|
)
|
|||||||
Common stock issued under stock incentive plans
|
—
|
|
|
—
|
|
|
|
1,737
|
|
|
17
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3,844
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,844
|
|
|||||||
Net cash received on option exercises
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,319
|
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,569
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,569
|
|
|||||||
Balance, May 4, 2019
|
—
|
|
|
$
|
—
|
|
|
|
139,836
|
|
|
$
|
1,398
|
|
|
$
|
752,218
|
|
|
$
|
(867,746
|
)
|
|
$
|
(15,070
|
)
|
|
(782
|
)
|
|
$
|
(19,109
|
)
|
|
$
|
(148,309
|
)
|
|
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, February 3, 2018
|
1,456
|
|
|
$
|
10,438
|
|
|
|
87,073
|
|
|
$
|
871
|
|
|
$
|
2,883
|
|
|
$
|
(1,036,012
|
)
|
|
$
|
2,401
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,029,857
|
)
|
Net income
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,137
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,137
|
|
|||||||
Stock compensation expense
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
970
|
|
|||||||
Options exercised
|
280
|
|
|
2,792
|
|
|
|
—
|
|
|
—
|
|
|
(2,210
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,210
|
)
|
|||||||
Call of shares
|
—
|
|
|
(28
|
)
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Other equity transactions
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(1,271
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,271
|
)
|
|||||||
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,362
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,362
|
)
|
|||||||
Balance, May 5, 2018
|
1,736
|
|
|
$
|
13,202
|
|
|
|
87,073
|
|
|
$
|
871
|
|
|
$
|
360
|
|
|
$
|
(1,028,237
|
)
|
|
$
|
2,401
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,024,605
|
)
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
||||
Net income
|
$
|
35,798
|
|
|
$
|
14,137
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
38,670
|
|
|
41,422
|
|
||
Amortization of debt issuance costs and accretion of original issue discount
|
1,323
|
|
|
2,116
|
|
||
Impairment charge for asset held for sale
|
—
|
|
|
3,000
|
|
||
Other non-cash items, net
|
287
|
|
|
1,292
|
|
||
Stock-based compensation expense
|
3,844
|
|
|
970
|
|
||
Deferred income tax provision
|
4,501
|
|
|
(2,007
|
)
|
||
Increase (decrease) in cash due to changes in:
|
|
|
|
||||
Accounts receivable
|
13,921
|
|
|
22,037
|
|
||
Merchandise inventories
|
(33,259
|
)
|
|
(36,096
|
)
|
||
Prepaid expenses and other current assets
|
20,913
|
|
|
9,778
|
|
||
Other assets
|
(436
|
)
|
|
(2,384
|
)
|
||
Accounts payable
|
8,496
|
|
|
58,324
|
|
||
Change in book overdrafts
|
(9,012
|
)
|
|
(32,802
|
)
|
||
Accrued expenses
|
(41,801
|
)
|
|
(13,449
|
)
|
||
Other noncurrent liabilities
|
1,691
|
|
|
(981
|
)
|
||
Net cash provided by operating activities
|
44,936
|
|
|
65,357
|
|
||
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
||||
Additions to property and equipment, net of disposals
|
(36,534
|
)
|
|
(42,145
|
)
|
||
Net cash used in investing activities
|
(36,534
|
)
|
|
(42,145
|
)
|
||
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
||||
Payments on long term debt
|
(3,844
|
)
|
|
(19,793
|
)
|
||
Proceeds from ABL Facility
|
245,000
|
|
|
396,000
|
|
||
Payments on ABL Facility
|
(253,000
|
)
|
|
(403,000
|
)
|
||
Net cash received from stock option exercises
|
6,319
|
|
|
582
|
|
||
Other financing activities
|
(146
|
)
|
|
(1,484
|
)
|
||
Net cash used in financing activities
|
(5,671
|
)
|
|
(27,695
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
2,731
|
|
|
(4,483
|
)
|
||
Cash and cash equivalents at beginning of period
|
27,146
|
|
|
34,954
|
|
||
Cash and cash equivalents at end of period
|
$
|
29,877
|
|
|
$
|
30,471
|
|
Supplemental cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
25,081
|
|
|
$
|
54,947
|
|
Income taxes paid
|
2,965
|
|
|
1,545
|
|
||
Noncash financing and investing activities:
|
|
|
|
||||
Deferred offering costs included in accrued expenses
|
—
|
|
|
2,875
|
|
||
Property additions included in accrued expenses
|
26,284
|
|
|
13,795
|
|
|
Thirteen Weeks Ended
|
|
|
May 4, 2019
|
May 5, 2018
|
Edible Grocery
|
24%
|
24%
|
Perishables
|
28%
|
29%
|
Non-Edible Grocery
|
22%
|
22%
|
General Merchandise
|
13%
|
12%
|
Gasoline and Other Ancillary Services
|
13%
|
13%
|
Operating lease cost
|
|
$
|
78,434
|
|
Finance lease cost:
|
|
|
||
Amortization of lease assets
|
|
282
|
|
|
Interest on lease liabilities
|
|
631
|
|
|
Total finance lease costs
|
|
913
|
|
|
Variable lease costs
|
|
93
|
|
|
Total lease costs
|
|
$
|
79,440
|
|
|
Operating Leases
|
|
Finance Leases
|
||
Weighted average remaining lease term in years
|
9.2
|
|
|
10.1
|
|
Weighted average discount rate percentage
|
8.3
|
%
|
|
8.3
|
%
|
Operating cash flows paid for operating leases
|
|
$
|
77,802
|
|
Operating cash flows paid for interest portion of finance leases
|
|
631
|
|
|
Financing cash flows paid for principal portion of finance leases
|
|
147
|
|
Fiscal year
|
Operating Leases
|
|
Finance Leases
|
||||
2019 (a)
|
$
|
207,601
|
|
|
$
|
2,077
|
|
2020
|
309,055
|
|
|
3,412
|
|
||
2021
|
301,594
|
|
|
3,439
|
|
||
2022
|
286,136
|
|
|
3,439
|
|
||
2023
|
267,813
|
|
|
3,439
|
|
||
Thereafter
|
1,799,551
|
|
|
20,280
|
|
||
Total future minimum operating lease payments
|
3,171,750
|
|
|
36,086
|
|
||
Less: imputed interest
|
1,083,184
|
|
|
19,406
|
|
||
Present value of operating lease liabilities
|
$
|
2,088,566
|
|
|
$
|
16,680
|
|
Fiscal Year
|
|
Operating Leases
|
|
Finance Leases
|
||||
2019
|
|
$
|
309,785
|
|
|
$
|
4,510
|
|
2020
|
|
310,956
|
|
|
4,807
|
|
||
2021
|
|
299,410
|
|
|
4,833
|
|
||
2022
|
|
282,841
|
|
|
4,894
|
|
||
2023
|
|
264,363
|
|
|
4,956
|
|
||
Thereafter
|
|
1,778,207
|
|
|
34,377
|
|
||
Total
|
|
$
|
3,245,562
|
|
|
$
|
58,377
|
|
|
May 4,
2019 |
|
February 2,
2019 |
|
May 5,
2018 |
||||||
ABL Facility
|
$
|
281,000
|
|
|
$
|
289,000
|
|
|
$
|
210,000
|
|
First Lien Term Loan
|
1,526,201
|
|
|
1,530,045
|
|
|
1,892,546
|
|
|||
Second Lien Term Loan
|
—
|
|
|
—
|
|
|
623,224
|
|
|||
Unamortized debt discount and debt issuance cost
|
(17,287
|
)
|
|
(18,197
|
)
|
|
(38,560
|
)
|
|||
Less: current portion
|
(246,377
|
)
|
|
(254,377
|
)
|
|
(179,250
|
)
|
|||
Long-term debt
|
$
|
1,543,537
|
|
|
$
|
1,546,471
|
|
|
$
|
2,507,960
|
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
Interest on debt
|
$
|
25,851
|
|
|
$
|
42,129
|
|
Interest on capital lease and financing obligations
|
631
|
|
|
1,044
|
|
||
Debt issuance costs amortization
|
696
|
|
|
1,015
|
|
||
Original issue discount amortization
|
627
|
|
|
1,101
|
|
||
Capitalized interest
|
(16
|
)
|
|
(86
|
)
|
||
Interest expense, net
|
$
|
27,789
|
|
|
$
|
45,203
|
|
|
Stock Options
|
|
Restricted Stock
|
|
Restricted Stock
Units
|
|||||||||||||||
|
Shares
|
|
Weighted
Average
Exercise
Price
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Shares
|
|
Weighted
Average
Grant
Date Fair
Value
|
|||||||||
Outstanding, February 2, 2019
|
6,252
|
|
|
$
|
10.09
|
|
|
973
|
|
|
$
|
22.14
|
|
|
16
|
|
|
$
|
27.59
|
|
Granted
|
725
|
|
|
27.59
|
|
|
796
|
|
|
27.59
|
|
|
—
|
|
|
—
|
|
|||
Exercised/vested
|
(941
|
)
|
|
5.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Forfeited/canceled
|
(1
|
)
|
|
5.72
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Outstanding, May 4, 2019
|
6,035
|
|
|
$
|
12.96
|
|
|
1,769
|
|
|
$
|
24.59
|
|
|
16
|
|
|
$
|
27.59
|
|
|
Thirteen Weeks Ended
|
||||
|
May 4, 2019
|
|
May 5, 2018
|
||
Weighted-average common shares outstanding, used for basic computation
|
136,810,084
|
|
|
88,553,297
|
|
Plus: Incremental shares of potentially dilutive securities
|
3,652,488
|
|
|
4,738,965
|
|
Weighted-average number of common and dilutive potential common shares outstanding
|
140,462,572
|
|
|
93,292,262
|
|
|
|
|
|
|
|
|
Fair Value at
|
|||||||||
Accounting for cash flow hedges
|
Notional Amount
|
|
Fixed Rate
|
|
Balance Sheet Classification
|
|
May 4, 2019
|
|
February 2, 2019
|
|||||||
Interest rate swap
|
$
|
600,000
|
|
|
3.00
|
%
|
|
Other noncurrent liabilities
|
|
$
|
(12,336
|
)
|
|
$
|
(9,730
|
)
|
Interest rate swap
|
360,000
|
|
|
3.00
|
%
|
|
Other noncurrent liabilities
|
|
(7,370
|
)
|
|
(5,804
|
)
|
|||
Interest rate swap
|
240,000
|
|
|
3.00
|
%
|
|
Other noncurrent liabilities
|
|
(4,920
|
)
|
|
(3,876
|
)
|
|||
Net carrying amount
|
$
|
1,200,000
|
|
|
|
|
Total liabilities
|
|
$
|
(24,626
|
)
|
|
$
|
(19,410
|
)
|
•
|
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.
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
(dollars in thousands)
|
|
|
|
||||
Income from continuing operations
|
$
|
36,085
|
|
|
$
|
14,301
|
|
Interest expense, net
|
27,789
|
|
|
45,203
|
|
||
Provision for income taxes
|
6,808
|
|
|
5,066
|
|
||
Depreciation and amortization
|
38,670
|
|
|
41,422
|
|
||
Stock-based compensation expense
(1)
|
3,844
|
|
|
970
|
|
||
Preopening expenses
(2)
|
2,296
|
|
|
1,217
|
|
||
Management fees
(3)
|
—
|
|
|
2,000
|
|
||
Noncash rent
(4)
|
754
|
|
|
1,223
|
|
||
Strategic consulting
(5)
|
6,739
|
|
|
6,949
|
|
||
Offering Costs
(6)
|
1,222
|
|
|
—
|
|
||
Other adjustments
(7)
|
(131
|
)
|
|
3,206
|
|
||
Adjusted EBITDA
|
$
|
124,076
|
|
|
$
|
121,557
|
|
Adjusted EBITDA as a percentage of net sales
|
4.0
|
%
|
|
4.1
|
%
|
(1)
|
Represents total stock-based compensation expense.
|
(2)
|
Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.
|
(3)
|
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.
|
(4)
|
Consists of an adjustment to remove the non-cash portion of rent expense.
|
(5)
|
Represents fees paid to external consultants for strategic initiatives of limited duration.
|
(6)
|
Represents costs related to equity offerings as our Sponsors exit.
|
(7)
|
Other non-cash items, including non-cash accretion on asset retirement obligations and obligations associated with our post-retirement medical plan. Fiscal year 2018 also includes amortization of a deferred gain from sale leaseback transactions in 2013, and impairment charges related to a club that was relocated in fiscal year 2018.
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
(in thousands)
|
|
|
|
||||
Net cash from operating activities
|
$
|
44,936
|
|
|
$
|
65,357
|
|
Less: Capital expenditures
|
(36,534
|
)
|
|
(42,145
|
)
|
||
Free cash flow
|
$
|
8,402
|
|
|
$
|
23,212
|
|
Statement of Operations Data
|
Thirteen Weeks Ended
|
||||||
(dollars in thousands)
|
May 4, 2019
|
|
May 5, 2018
|
||||
Net sales
|
$
|
3,069,763
|
|
|
$
|
2,993,742
|
|
Membership fee income
|
73,373
|
|
|
67,955
|
|
||
Total revenues
|
3,143,136
|
|
|
3,061,697
|
|
||
Cost of sales
|
2,568,977
|
|
|
2,510,338
|
|
||
Selling, general and administrative expenses
|
501,181
|
|
|
485,572
|
|
||
Preopening expenses
|
2,296
|
|
|
1,217
|
|
||
Operating income
|
70,682
|
|
|
64,570
|
|
||
Interest expense, net
|
27,789
|
|
|
45,203
|
|
||
Income from continuing operations
before income taxes
|
42,893
|
|
|
19,367
|
|
||
Provision for income taxes
|
6,808
|
|
|
5,066
|
|
||
Income from continuing operations
|
36,085
|
|
|
14,301
|
|
||
Loss from discontinued operations, net of
income taxes
|
(287
|
)
|
|
(164
|
)
|
||
Net income
|
$
|
35,798
|
|
|
$
|
14,137
|
|
Operational Data:
|
|
|
|
||||
Total clubs at end of period
|
217
|
|
|
215
|
|
||
Comparable club sales
|
2.0
|
%
|
|
3.5
|
%
|
||
Merchandise comparable club sales
|
1.9
|
%
|
|
2.0
|
%
|
||
Adjusted EBITDA
|
$
|
124,076
|
|
|
$
|
121,557
|
|
Free cash flow
|
8,402
|
|
|
23,212
|
|
|
Thirteen Weeks Ended
|
|
|
May 4, 2019
|
|
Comparable club sales
|
2.0
|
%
|
Less: contribution from gasoline sales
|
0.1
|
%
|
Merchandise comparable club sales
|
1.9
|
%
|
|
Thirteen Weeks Ended
|
||||||
|
May 4, 2019
|
|
May 5, 2018
|
||||
(in thousands)
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
44,936
|
|
|
$
|
65,357
|
|
Net cash used in investing activities
|
(36,534
|
)
|
|
(42,145
|
)
|
||
Net cash used in financing activities
|
(5,671
|
)
|
|
(27,695
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
2,731
|
|
|
$
|
(4,483
|
)
|
|
|
|
|
Incorporated by Reference
|
|
|
|||||||
Exhibit
Number
|
|
Exhibit Description
|
|
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
Filed
Herewith
|
|
|
|
8-K
|
|
001-38559
|
|
3.1
|
|
|
July 2, 2018
|
|
|
||
|
|
8-K
|
|
001-38559
|
|
3.2
|
|
|
July 2, 2018
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|||
|
|
|
|
|
|
|
|
|
|
X
|
|||
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BJ’S WHOLESALE CLUB HOLDINGS, INC.
|
||
|
|
|
|
|||||
Date: June 4, 2019
|
|
|
|
By:
|
|
/s/ Robert W. Eddy
|
||
|
|
|
|
|
|
|
|
Robert W. Eddy
|
|
|
|
|
|
|
|
|
Executive Vice President, Chief Financial & Administrative Officer
(Principal Financial Officer)
|
Eligibility Requirements:
|
Eligible Employees shall be eligible to participate, provided they meet the eligibility requirements set forth in the Plan. Notwithstanding the forgoing, an Eligible Employee (i) who is subject to the disclosure requirements of Section 16(a) of the Exchange Act, (ii) who has not completed three months of service to the Company or (iii) whose customary employment is for twenty hours or less per week, is not eligible to participate.
|
Offering Periods to Commence on Each:
|
On each July 1 and January 1 following the Effective Date.
|
Purchase Dates:
|
The Purchase Date with respect to each Offering Period shall occur on the last Trading Day in such Offering Period, which dates are expected to be December 31 and June 30 (unless such dates are not trading days).
|
Purchase Price:
|
On each Purchase Date, the purchase price for a share of Common Stock will be 85% of the Fair Market Value of a share of Common Stock on the Enrollment Date or on the Purchase Date, whichever is lower;
provided
,
however
, that the Purchase Price may be adjusted by the Administrator pursuant to Article VIII of the Plan;
provided
,
further
, that the Purchase Price shall not be less than the par value of a share of Common Stock.
|
Contributions:
|
A Participant may elect to have up to 15% of his or her Compensation deducted on each payday on an after-tax basis for use in purchasing Common Stock pursuant to the Plan.
|
Enrollment:
|
Eligible Employees must enroll in an Offering Period by delivering a subscription agreement to the Company prior to June 15, for an Offering Period beginning on July 1 and prior to December 15, for an Offering Period beginning on January 1.
|
Changes in Contribution Rates:
|
Participants may increase, decrease or suspend their rate of contributions once during an Offering Period. Any such change or suspension of contributions shall be effective with the first full payroll period following five business days after the Company’s receipt of a new subscription agreement.
|
Withdrawals:
|
An Eligible Employee must withdraw from an Offering Period at least fifteen days prior to the end of the Offering Period.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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 most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer 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):
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a.
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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By:
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/s/ Christopher J. Baldwin
|
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Christopher J. Baldwin
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of BJ’s Wholesale Club Holdings, Inc.;
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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;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer 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;
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b.
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[Intentionally omitted];
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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
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d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
By:
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/s/ Robert W. Eddy
|
|
|
Executive Vice President, Chief Financial and
Administrative Officer
(Principal Financial Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
|
By:
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/s/ Christopher J. Baldwin
|
|
|
Christopher J. Baldwin
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
|
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By:
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/s/ Robert W. Eddy
|
|
|
Robert W. Eddy
Executive Vice President, Chief Financial and Administrative Officer
(Principal Financial Officer)
|