Current Report Filing (8-k)
06 Dezembro 2021 - 06:02PM
Edgar (US Regulatory)
0000768835false00007688352021-12-012021-12-01
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported):
December 1, 2021
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
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Ohio |
001-08897 |
06-1119097 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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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)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see
General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
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Common shares |
BIG |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2 of this
chapter).
Emerging
growth company ☐
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.
☐
Item 2.02 Results
of Operations and Financial Condition.
On December 3, 2021, Big Lots, Inc. (“we,” “us,” “our” or
“Company”) issued a press release (the “Earnings Press Release”)
and conducted a conference call, both of which: (i) reported our
unaudited results for the third quarter of fiscal 2021; (ii)
provided guidance for the fourth quarter of fiscal 2021; (iii)
provided guidance for fiscal 2021; (iv) directed listeners to an
investor presentation published on our website; (v) provided an
update on the status of our quarterly cash dividend program; and
(vi) announced a new share repurchase authorization.
The conference call included “non-GAAP financial measures,” as that
term is defined by Rule 101 of Regulation G (17 CFR Part 244) and
Item 10 of Regulation S-K (17 CFR Part 229). Specifically, the
following non-GAAP financial measures were included: (i) adjusted
selling and administrative expenses; (ii) adjusted selling and
administrative expense rate; (iii) adjusted gain on sale of
distribution centers; (iv) adjusted gain on sale of distribution
centers rate; (v) adjusted operating profit; (vi) adjusted
operating profit rate; (vii) adjusted income tax expense; (viii)
adjusted effective income tax rate; (ix) adjusted net income; and
(x) adjusted diluted earnings per share.
The non-GAAP financial measures exclude from the most directly
comparable financial measures calculated and presented in
accordance with accounting principles generally accepted in the
United States of America (“GAAP”)) the following items for the
periods noted:
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Fiscal 2020 Third Quarter Year-to-Date |
Fiscal 2020 Full Year |
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After-tax adjustment for gain on sale of distribution centers of
$341.9 million, or $8.66 per diluted share |
X |
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After-tax adjustment for gain on sale of distribution centers of
$341.9 million, or $8.75 per diluted share
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X |
The Earnings Press Release posted in the Investor Relations section
of our website contains a presentation of the most directly
comparable financial measure calculated and presented in accordance
with GAAP and a reconciliation of the difference between the
non-GAAP financial measures and the most directly comparable
financial measures calculated and presented in accordance with
GAAP.
Our management believes that disclosure of the non-GAAP financial
measures provides useful information to investors because the
non-GAAP financial measures present an alternative and more
relevant method for measuring our operating performance, excluding
special items included in the most directly comparable GAAP
financial measures, which our management believes are more
indicative of our ongoing operating results and financial
condition. These non-GAAP financial measures, along with the most
directly comparable GAAP financial measures, are used by our
management to evaluate our operating performance.
Non-GAAP financial measures should not be considered in isolation
from, or as a substitute for, financial information presented in
accordance with GAAP. Non-GAAP financial measures as reported by us
may not be comparable to similarly titled items reported by other
companies.
Attached as exhibits to this Form 8-K are copies of the Earnings
Press Release (Exhibit 99.1), the transcript of our December 3,
2021 conference call (Exhibit 99.2), and an investor presentation
on our results for the third quarter of fiscal 2021 (Exhibit 99.3),
including information concerning forward-looking statements and
factors that may affect our future results. The information in
Exhibits 99.1, 99.2 and 99.3 is being furnished, not filed,
pursuant to Item 2.02 of this Form 8-K. By furnishing the
information in this Form 8-K and the attached exhibits, we are
making no admission as to the materiality of any information in
this Form 8-K or the exhibits.
Item 8.01 Other
Events.
On December 3, 2021, the Company announced that our Board of
Directors authorized the repurchase of up to $250 million of our
common shares. The repurchase authorization commences on December
8, 2021 and has no scheduled termination date. We expect the
purchases to be made from time to time in the open market and/or in
privately negotiated transactions at our discretion, subject to
market conditions and other factors. On December 3, 2021, the
Company issued a press release announcing that our Board of
Directors declared a quarterly cash dividend on December 1, 2021
for the fourth quarter of fiscal 2021 of $0.30 per common share
payable on December 29, 2021 to shareholders of record as of the
close of business on December 15, 2021. This press release is filed
herewith as Exhibit 99.4 hereto and incorporated by reference
herein.
Item 9.01 Financial
Statements and Exhibits.
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(d) |
Exhibits |
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Exhibit No. |
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Description |
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Big Lots, Inc. press release on operating results, share repurchase
authorization, and guidance dated December 3, 2021.
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Big Lots, Inc. conference call transcript dated December 3,
2021. |
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Big Lots, Inc. investor presentation on our results for the third
quarter of fiscal 2021 dated December 3, 2021.
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Big Lots, Inc. press release on dividend declaration dated December
3, 2021. |
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104 |
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Cover Page Interactive Data File (formatted as Inline
XBRL). |
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Signature
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
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BIG LOTS, INC. |
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Date: December 6, 2021 |
By: |
/s/ Ronald A. Robins, Jr. |
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Ronald A. Robins, Jr. |
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Executive Vice President, Chief Legal and Governance Officer,
General Counsel and Corporate Secretary |
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