big-20240803

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-08897

BIG LOTS, INC.

(Exact name of registrant as specified in its charter)

Ohio 06-1119097

(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

4900 E. Dublin-Granville Road, Columbus, Ohio 43081

(Address of Principal Executive Offices) (Zip Code)

(614) 278-6800

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	BIG	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o

Smaller reporting company o

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

The number of the registrant’s common shares, $0.01 par value, outstanding as of September 6, 2024, was 29,694,012.


		Page
Part I. Financial Information		2

Item 1.	Financial Statements (Unaudited)	2

a)	Condensed Consolidated Statements of Operations and Comprehensive Loss for the Thirteen and Twenty-six Weeks Ended August 3, 2024 and July 29, 2023	2

b)	Condensed Consolidated Balance Sheets at August 3, 2024 and February 3, 2024	3

c)	Condensed Consolidated Statements of Shareholders’ Equity /(Deficit) for the Thirteen and Twenty-six Weeks Ended August 3, 2024 and July 29, 2023	4

d)	Condensed Consolidated Statements of Cash Flows for the Thirteen and Twenty-six Weeks Ended August 3, 2024 and July 29, 2023	5

e)	Notes to Condensed Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37

Item 4.	Controls and Procedures	37

Part II. Other Information		38

Item 1.	Legal Proceedings	38

Item 1A.	Risk Factors	38

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	43

Item 3.	Defaults Upon Senior Securities	43

Item 4.	Mine Safety Disclosures	43

Item 5.	Other Information	43

Item 6.	Exhibits	44

Signature		45


BIG LOTS, INC. AND SUBSIDIARIES Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) (In thousands, except per share amounts)


	Thirteen Weeks Ended				Twenty-six Weeks Ended
	August 3, 2024		July 29, 2023		August 3, 2024		July 29, 2023
Net sales	$	1,046,552	$	1,139,361	$	2,055,664	$	2,262,938
Cost of sales (exclusive of depreciation expense shown separately below)	681,386		763,477		1,318,799		1,494,585
Gross margin	365,166		375,884		736,865		768,353
Selling and administrative expenses	553,725		460,082		1,086,729		1,080,947
Depreciation expense	33,254		41,282		64,805		77,864
Gain on sale of real estate	—		(3,393)		—		(7,192)
Operating loss	(221,813)		(122,087)		(414,669)		(383,266)
Interest expense	(16,295)		(11,175)		(28,284)		(20,324)
Other income (expense)	2		—		3		5
Loss before income taxes	(238,106)		(133,262)		(442,950)		(403,585)
Income tax expense (benefit)	350		116,575		541		52,325
Net loss and comprehensive loss	$	(238,456)	$	(249,837)	$	(443,491)	$	(455,910)

Earnings (loss) per common share
Basic	$	(8.04)	$	(8.56)	$	(15.04)	$	(15.67)
Diluted	$	(8.04)	$	(8.56)	(15.04)		$	(15.67)

Weighted-average common shares outstanding
Basic	29,642		29,175		29,496		29,096
Dilutive effect of share-based awards	—		—		—		—
Diluted	29,642		29,175		29,496		29,096

Cash dividends declared per common share	$	—	$	—	$	—	$	0.30


	August 3, 2024		February 3, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	53,480	$	46,411
Inventories	837,275		953,302
Other current assets	86,784		86,310
Total current assets	977,539		1,086,023
Operating lease right-of-use assets	1,425,327		1,637,845
Property and equipment - net	472,699		563,185
Deferred income taxes	—		—
Other assets	42,278		38,256
Total assets	$	2,917,843	$	3,325,309

LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Accounts payable	$	271,366	$	320,682
Current operating lease liabilities	243,036		242,384
Property, payroll, and other taxes	73,810		72,517
Accrued operating expenses	113,801		116,900
Current maturities of long-term debt obligations	569,550		—
Insurance reserves	29,849		33,458
Accrued salaries and wages	23,916		43,182
Income taxes payable	1,948		1,896
Total current liabilities	1,327,276		831,019
Long-term debt - net	—		406,271
Noncurrent operating lease liabilities	1,531,621		1,616,634
Deferred income taxes	459		459
Insurance reserves	57,384		57,384
Unrecognized tax benefits	5,510		5,223
Other liabilities	150,194		123,824
Shareholders’ equity/(deficit):
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	—		—
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 29,694 shares and 29,224 shares, respectively	1,175		1,175
Treasury shares - 87,801 shares and 88,271 shares, respectively, at cost	(3,069,326)		(3,092,046)
Additional paid-in capital	606,280		624,618
Retained earnings	2,307,270		2,750,748
Total shareholders’ equity/(deficit)	(154,601)		284,495
Total liabilities and shareholders’ equity/(deficit)	$	2,917,843	$	3,325,309


	Common			Treasury			Additional Paid-In Capital		Retained Earnings
	Shares	Amount		Shares	Amount						Total
Thirteen Weeks Ended July 29, 2023
Balance - April 29, 2023	29,139	$	1,175	88,356	$	(3,095,791)	$	620,971	$	3,025,004	$	551,359
Comprehensive loss	—	—		—	—		—		(249,837)		(249,837)
Dividends declared ($0.00 per share)	—	—		—	—		—		119		119
Purchases of common shares	(6)	—		6	(49)		—		—		(49)
Restricted shares vested	59	—		(59)	2,061		(2,061)		—		—

Share-based compensation expense	—	—		—	—		4,437		—		4,437
Balance - July 29, 2023	29,192	$	1,175	88,303	$	(3,093,779)	$	623,347	$	2,775,286	$	306,029

Twenty-six Weeks Ended July 29, 2023
Balance - January 28, 2023	28,959	$	1,175	88,536	$	(3,105,175)	$	627,714	$	3,240,193	$	763,907
Comprehensive loss	—	—		—	—		—		(455,910)		(455,910)
Dividends declared ($0.30 per share)	—	—		—	—		—		(8,997)		(8,997)
Purchases of common shares	(134)	—		134	(1,466)		—		—		(1,466)
Restricted shares vested	367	—		(367)	12,862		(12,862)		—		—
Share-based compensation expense	—	—		—	—		8,495		—		8,495
Balance - July 29, 2023	29,192	$	1,175	88,303	$	(3,093,779)	$	623,347	$	2,775,286	$	306,029

Thirteen Weeks Ended August 3, 2024
Balance - May 4, 2024	29,515	$	1,175	87,980	$	(3,075,788)	$	610,330	$	2,545,724	$	81,441
Comprehensive loss	—	—		—	—		—		(238,456)		(238,456)
Dividends declared ($0.00 per share)	—	—		—	—		—		2		2
Purchases of common shares	(6)	—		6	(14)		—		—		(14)
Restricted shares vested	185	—		(185)	6,476		(6,476)		—		—


Share-based compensation expense	—	—		—	—		2,426		—		2,426
Balance - August 3, 2024	29,694	$	1,175	87,801	$	(3,069,326)	$	606,280	$	2,307,270	$	(154,601)

Twenty-six Weeks Ended August 3, 2024
Balance - February 3, 2024	29,224	$	1,175	88,271	$	(3,092,046)	$	624,618	$	2,750,748	$	284,495
Comprehensive loss	—	—		—	—		—		(443,491)		(443,491)
Dividends declared ($0.00 per share)	—	—		—	—		—		13		13
Purchases of common shares	(201)	—		201	(761)		—		—		(761)
Restricted shares vested	671	—		(671)	23,481		(23,481)		—		—
Share-based compensation expense	—	—		—	—		5,143		—		5,143
Balance - August 3, 2024	29,694	$	1,175	87,801	$	(3,069,326)	$	606,280	$	2,307,270	$	(154,601)


BIG LOTS, INC. AND SUBSIDIARIES Notes to Condensed Consolidated Financial Statements (Unaudited)


	Twenty-six Weeks Ended
(In thousands)	August 3, 2024		July 29, 2023
Supplemental disclosure of cash flow information:
Cash paid for interest	$	27,208	$	17,992
Cash paid for income taxes, excluding impact of refunds	675		570
Gross proceeds from the 2022 Credit Agreement	762,000		910,500
Gross proceeds from the 2024 Term Loan, excluding debt issuance costs	115,000		—
Gross payments of debt under 2022 Credit Agreement	708,800		718,700



Cash paid for operating lease liabilities	184,987		241,652
Non-cash activity:
Assets acquired under finance lease	—		6,680
Accrued property and equipment	10,188		8,653
Deemed acquisition in “failed sale-leaseback transaction”	—		100,000
Operating lease assets obtained in exchange for operating lease liabilities	34,552		112,743
Valuation allowance on deferred tax assets	—		147,850


Instrument (In thousands)	August 3, 2024		February 3, 2024
2022 Credit Agreement	$	459,300	$	406,100
2024 Term Loan	115,000		—
2024 Term Notes	7,574		—
2023 Term Notes	361		3,021
Total debt	582,235		409,121
Less: Unamortized debt issuance costs related to the 2024 Term Loan	(4,468)		—
Less: Current portion of long-term maturities	(577,767)		(2,850)
Total Long-term debt - net	—		$	406,271


	Dividends Per Share		Amount Declared		Amount Paid
2024:			(In thousands)		(In thousands)
First quarter	$	—	$	(11)	$	159
Second quarter	$	—	$	(2)	$	54
Total	$	—	$	(13)	$	213


	Number of Shares	Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested RSUs at February 3, 2024	1,910,203	$	12.54
Granted	987,147	3.90
Vested	(485,611)	18.12
Forfeited	(126,110)	11.83

SEC Form 10-Q filed by Big Lots Inc.