BIG LOTS, INC. (NYSE:BIG) Files An 8-K Results of Operations and Financial Condition
Item 2.02 Results of Operations and Financial Condition.
On May 26, 2017, Big Lots, Inc. (we, us or our) issued a press
release and conducted a conference call, both of which: (i)
reported our first quarter fiscal 2017 unaudited results; (ii)
provided an update on the status of our previously announced $150
million share repurchase program; (iii) provided initial guidance
for the second quarter of fiscal 2017; and (iv) updated guidance
for fiscal 2017.
release and conducted a conference call, both of which: (i)
reported our first quarter fiscal 2017 unaudited results; (ii)
provided an update on the status of our previously announced $150
million share repurchase program; (iii) provided initial guidance
for the second quarter of fiscal 2017; and (iv) updated guidance
for fiscal 2017.
The Earnings Press Release and conference call both 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 operating profit; (iv) adjusted operating profit
rate; (v) adjusted income tax expense; (vi) adjusted effective
income tax rate; (vii) adjusted net income; and (viii) adjusted
diluted earnings per share.
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 operating profit; (iv) adjusted operating profit
rate; (v) adjusted income tax expense; (vi) adjusted effective
income tax rate; (vii) adjusted net income; and (viii) 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:
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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Item
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Fiscal 2016 First Quarter
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Fiscal 2016 Second Quarter
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Fiscal 2016
Full Year
|
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After-tax adjustment associated with pension costs of
$1.3 million, or $0.03 per diluted share |
X
|
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After-tax adjustment associated with pension costs of
$0.6 million, or $0.01 per diluted share |
X
|
||
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After-tax adjustment associated with pension costs of
$16.8 million, or $0.37 per diluted share |
X
|
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After-tax adjustment associated with gain on sale of
real estate of $2.4 million, or $0.05 per diluted share |
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.
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.
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.
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 our May 26,
2017 press release (Exhibit 99.1) and the transcript of our May
26, 2017 conference call (Exhibit 99.2), including information
concerning forward-looking statements and factors that may affect
our future results. The information in Exhibits 99.1 and 99.2 is
being furnished, not filed, 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.
2017 press release (Exhibit 99.1) and the transcript of our May
26, 2017 conference call (Exhibit 99.2), including information
concerning forward-looking statements and factors that may affect
our future results. The information in Exhibits 99.1 and 99.2 is
being furnished, not filed, 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 5.07 Submission of Matters to a Vote of Security Holders.
At our Annual Meeting of Shareholders held on May 25, 2017
(Annual Meeting), our shareholders voted on the following
proposals, with 1,794,698 broker non-votes for Proposal One,
Proposal Two, Proposal Three and Proposal Four and the remaining
votes cast as follows:
(Annual Meeting), our shareholders voted on the following
proposals, with 1,794,698 broker non-votes for Proposal One,
Proposal Two, Proposal Three and Proposal Four and the remaining
votes cast as follows:
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Proposal One. To elect nine directors to our Board of
Directors: |
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Director
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For
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Withheld
|
||
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Jeffrey P. Berger
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37,373,990
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899,509
|
||
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David J. Campisi
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37,925,450
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348,049
|
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James R. Chambers
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37,613,071
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660,428
|
||
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Marla C. Gottschalk
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37,808,097
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465,402
|
||
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Cynthia T. Jamison
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37,986,535
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286,964
|
||
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Philip E. Mallott
|
36,490,743
|
1,782,756
|
||
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Nancy A. Reardon
|
37,611,875
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661,624
|
||
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Wendy L. Schoppert
|
38,111,106
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162,393
|
||
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Russell E. Solt
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36,804,567
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1,468,932
|
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Proposal Two. To consider and vote upon a proposal to
approve the Big Lots 2017 Long-Term Incentive Plan: |
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For
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34,721,778
|
|
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Against
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3,411,777
|
|
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Abstain
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139,944
|
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Proposal Three. To approve, on an advisory basis, the
compensation of our named executive officers, as disclosed in our 2017 Proxy Statement: |
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For
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36,448,813
|
|
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Against
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1,680,900
|
|
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Abstain
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143,786
|
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Proposal Four. To vote, on an advisory basis, on the
frequency of our future votes on the compensation of our named executive officers: |
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1 Year
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34,056,045
|
|
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2 Years
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15,174
|
|
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3 Years
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4,101,312
|
|
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Abstain
|
100,968
|
|
Proposal Five. To ratify the appointment of Deloitte Touche
LLP as our independent registered public accounting firm for fiscal 2017: |
|
For
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38,246,044
|
|
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Against
|
1,803,524
|
|
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Abstain
|
18,629
|
Based on the voting results above, with respect to the advisory
vote on the frequency of future votes on the compensation of our
named executive officers, the Company has determined to submit an
advisory vote to shareholders on an annual basis to approve the
compensation of our named executive officers as set forth in our
proxy statement for the year.
vote on the frequency of future votes on the compensation of our
named executive officers, the Company has determined to submit an
advisory vote to shareholders on an annual basis to approve the
compensation of our named executive officers as set forth in our
proxy statement for the year.
No other matters were submitted to a vote of our shareholders at
the Annual Meeting.
the Annual Meeting.
Item 7.01 Regulation FD Disclosure.
Entry into 10b5-1 Plans by our CEO and CFO
On May 31, 2017, David J. Campisi, our President and Chief
Executive Officer established a 10b5-1 Plan providing for a
third-party broker to exercise certain employee stock options
held by Mr. Campisi and sell the shares of Company common stock
acquired upon exercise. Exercises and sales under the plan are
scheduled to begin on July 1, 2017, and the plan is scheduled to
terminate no later than December 31, 2017. Mr. Campisi
established his 10b5-1 Plan for tax and financial planning
purposes.
Executive Officer established a 10b5-1 Plan providing for a
third-party broker to exercise certain employee stock options
held by Mr. Campisi and sell the shares of Company common stock
acquired upon exercise. Exercises and sales under the plan are
scheduled to begin on July 1, 2017, and the plan is scheduled to
terminate no later than December 31, 2017. Mr. Campisi
established his 10b5-1 Plan for tax and financial planning
purposes.
On May 31, 2017, Timothy A. Johnson, our Executive Vice
President, Chief Administrative Officer and Chief Financial
Officer, entered into a 10b5-1 Plan providing for a third-party
broker to sell common shares of the Company that Mr. Johnson may
acquire upon the vesting of restricted stock awarded to Mr.
Johnson in August of 2012, which is anticipated to occur in
August of 2017. Mr. Johnson established his 10b5-1 plan for tax
and financial planning purposes.
President, Chief Administrative Officer and Chief Financial
Officer, entered into a 10b5-1 Plan providing for a third-party
broker to sell common shares of the Company that Mr. Johnson may
acquire upon the vesting of restricted stock awarded to Mr.
Johnson in August of 2012, which is anticipated to occur in
August of 2017. Mr. Johnson established his 10b5-1 plan for tax
and financial planning purposes.
Each of the above-described 10b5-1 Plans was adopted during an
authorized trading period and when the officer adopting the plan
was not in possession of material non-public information.
Transactions under these 10b5-1 Plans will be reported through
Form 144 and Form 4 filings made with the Securities and Exchange
Commission, as appropriate.
authorized trading period and when the officer adopting the plan
was not in possession of material non-public information.
Transactions under these 10b5-1 Plans will be reported through
Form 144 and Form 4 filings made with the Securities and Exchange
Commission, as appropriate.
The information disclosed in this Item 7.01 is being furnished,
not filed. By furnishing the information in this Item 7.01, the
Company is making no admission as to the materiality of such
information.
not filed. By furnishing the information in this Item 7.01, the
Company is making no admission as to the materiality of such
information.
Item 8.01 Other Events.
On May 26, 2017, the Company issued a press release announcing
that, on May 25, 2017, its Board of Directors declared a
quarterly cash dividend of $0.25 per common share payable on June
23, 2017 to shareholders of record as of the close of business on
June 9, 2017. This press release is filed herewith as Exhibit
99.3 hereto and incorporated by reference herein.
that, on May 25, 2017, its Board of Directors declared a
quarterly cash dividend of $0.25 per common share payable on June
23, 2017 to shareholders of record as of the close of business on
June 9, 2017. This press release is filed herewith as Exhibit
99.3 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit No.
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Description
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99.1
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Big Lots, Inc. press release on operating results and
guidance dated May 26, 2017. |
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99.2
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Big Lots, Inc. conference call transcript dated May 26,
2017. |
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99.3
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Big Lots, Inc. press release on dividend declaration
dated May 26, 2017. |
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About BIG LOTS, INC. (NYSE:BIG)
Big Lots, Inc. is a non-traditional, discount retailer operating in the United States. The Company operates through the discount retailing segment. The Company’s merchandise categories include Food, which includes its beverage and grocery, candy and snacks, and specialty foods departments; Consumables, which includes its health and beauty, plastics, paper, chemical and pet departments; Soft Home, which includes the home decor, frames, fashion bedding, utility bedding, bath, window, decorative textile and area rugs departments; Hard Home, which includes its small appliances, table top, food preparation, stationery, greeting cards and home maintenance departments; Furniture, which includes upholstery, mattress, ready-to-assemble and case goods departments; Seasonal, which includes its lawn and garden, summer, Christmas, toys and other holiday departments, and Electronics and Accessories, which includes the electronics, jewelry, hosiery and infant accessories departments. BIG LOTS, INC. (NYSE:BIG) Recent Trading Information
BIG LOTS, INC. (NYSE:BIG) closed its last trading session down -1.06 at 48.83 with 1,701,376 shares trading hands.
