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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): January 10, 2022
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||||||
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 7.01 Regulation FD Disclosure.
As previously announced in a press release (the “Presentation Press Release”) issued on January 5, 2022 by Big Lots, Inc. (“we,” “us,” “our” or “Company”), executives of the Company are scheduled to make a presentation at the 2022 ICR Conference on Tuesday, January 11, 2022.
On January 10, 2022, the Company issued a press release (the “Guidance Press Release”) which provided (i) updated guidance for the fourth quarter of fiscal 2021; (ii) a long-range growth and margin outlook; and (iii) an update on the Company’s use of its share repurchase authorization approved by its Board of Directors on December 1, 2021.
Attached as exhibits to this Form 8-K are copies of the Presentation Press Release (Exhibit 99.1), the slides to be used in the presentation (Exhibit 99.2) and the Guidance Press Release (Exhibit 99.3). The information disclosed in this Item 7.01 and included in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 is being furnished, not filed. By furnishing the information disclosed in this Item 7.01 and included in Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, we are making no admission as to the materiality of the information disclosed in this Item 7.01 or included in Exhibit 99.1, Exhibit 99.2 or Exhibit 99.3.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits | ||||||||||||||||
| Exhibit No. | Description | ||||||||||||||||
| Big Lots, Inc. press release on investor presentation. | |||||||||||||||||
| Big Lots, Inc. investor presentation. | |||||||||||||||||
| Big Lots, Inc. press release on guidance. | |||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | ||||||||||||||||
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.
| BIG LOTS, INC. | ||||||||||||||
| Date: January 10, 2022 | By: | /s/ Ronald A. Robins, Jr. | ||||||||||||
| Ronald A. Robins, Jr. | ||||||||||||||
| Executive Vice President, Chief Legal and Governance Officer, General Counsel and Corporate Secretary | ||||||||||||||
Exhibit 99.1
| PRESS RELEASE | ||||||||||||||
| FOR IMMEDIATE RELEASE | Contact: Tom Filandro - ICR, Inc. | |||||||||||||
| Partner | ||||||||||||||
| tom.filandro@icrinc.com | ||||||||||||||
| (646) 277-1235 | ||||||||||||||
COMPANY TO PARTICIPATE IN 2022 ICR CONFERENCE ON TUESDAY JANUARY 11TH
Columbus, Ohio -- January 5, 2022 -- Big Lots announced today that the Company will participate in the 2022 ICR Conference, which will be a virtual event this year. Bruce Thorn, President and CEO of Big Lots, Jonathan Ramsden, Executive Vice President, Chief Financial & Administrative Officer, and Jack Pestello, Executive Vice President, Chief Merchandising Officer, are scheduled to participate in a fireside chat on Tuesday, January 11, 2022, which will be broadcast live beginning at approximately 10:30 AM Eastern Time.
For information regarding registration and participation in the conference, please visit https://icrconference.com. Additionally, an audio only live webcast of the fireside chat will be available through the Investor Relations section of the company’s website at https://www.biglots.com/corporate/investors/.
If you are unable to join the live webcast, an archive will be available at https://www.biglots.com/corporate/investors/ on January 11, and will remain available through midnight, January 21, 2022.
About Big Lots, Inc.
Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is a neighborhood discount retailer and a Fortune 500 company, operating 1,429 stores in 47 states, as well as a best-in-class ecommerce platform with expanded capabilities via BOPIS, curbside pickup, Instacart and same day delivery. The company's product assortment is focused on home essentials: Furniture, Seasonal, Soft Home, Food, Consumables and Hard Home. Ranked one of the fastest-growing eCommerce businesses by Digital Commerce 360 and the recipient of Home Textiles Today’s 2021 Retail Titan Award, Big Lots’ mission is to help people Live BIG and Save Lots. The company strives to be the BIG difference for a better life by delivering exceptional value to customers through the ultimate treasure hunt shopping experience, building a “best places to grow” culture, rewarding shareholders with consistent growth and top-tier returns, and doing good in local communities. For more information about the company, visit biglots.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking
 | Investor Contact | |||||||
| ICR, Inc. | ||||||||
| Tom Filandro, 646-277-1235 | ||||||||
| Tom.Filandro@icrinc.com | ||||||||
statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Although the company believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect business, financial condition, results of operations or liquidity.
Forward-looking statements that the company makes herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, developments related to the COVID-19 coronavirus pandemic, current economic and credit conditions, the cost of goods, the inability to successfully execute strategic initiatives, competitive pressures, economic pressures on customers and the company, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of the company’s most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the company makes on related subjects in public announcements and SEC filings.
| Investor Contact | |||||||
| ICR, Inc. | ||||||||
| Tom Filandro, 646-277-1235 | ||||||||
| Tom.Filandro@icrinc.com | ||||||||
INVESTOR PRESENTATION January 2022
FORWARD-LOOKING STATEMENTS Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of our objectives, strategies, plans, goals or targets are also forward-looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance, and are applicable only as of the dates of such statements. Although we believe the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of our knowledge, forward- looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect our business, financial condition, results of operations or liquidity. Forward-looking statements that we make herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, the Covid-19 coronavirus pandemic, current economic and credit crisis, the cost of goods, our inability to successfully execute strategic initiatives, competitive pressures, economic pressures on our customers and us, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of our most recent Annual Report on Form 10-K, and other factors discussed from time to time in our other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings. 2
BIG LOTS IS A COMPELLING INVESTMENT OPPORTUNITY • Tremendous runway for growth through footprint expansion and market-share gain • Clear positioning as a home discount retailer • Unique assortment and rapidly developing omnichannel capabilities • Growing base of loyal customers • Value never goes out of style! 3
ABOUT BIG LOTS OUR COMPETITIVE ADVANTAGE OPERATION NORTH STAR OUR FINANCIAL GOALS 4
WE HAVE A CLEAR PURPOSE & VISION GROUNDED IN OUR VALUES OUR PURPOSE OUR VISION Be the BIG difference for a better life by… OUR VALUES § …delivering unmatched value and surprising products § …building a “best places to grow” culture § …engaging with partners to innovate & execute § …rewarding shareholders with top tier returns § …doing good as we do well § We are customer obsessed! § We play to win! § We are courageous! § We treat all with respect! § We are one team! We help people live BIG and save LOTS 5
RANKED 449TH in the Fortune 500 in 2020 ~22,800 SELLING SQ FT per store 22 MILLION Rewards members 10% CAGR over last 5 years >5% eComm Penetration eComm Sales 4x vs 2019 AT A GLANCE $6.2 BILLION Trailing 12- month sales 1,431 Stores across 47 states WE HAVE NATIONAL SCALE AND A STRONG OMNICHANNEL PRESENCE 6
WE OFFER A BROAD AND WELL-BALANCED MERCHANDISE ASSORTMENT Furniture, 30% Food & Consumables, 26% Hard & Soft Home, 26% The Lot, Apparel, Electronics, etc., 9% Note: Percentages are shares of total company year-to-date sales through Q3 2021.7 Seasonal, 9%
14 15 17 19 21 2210% CAGR Rewards Customers (M) WE HAVE A GROWING BASE OF LOYAL CUSTOMERS 2016 202020192017 2018 20211 1. As of end of Q3 2021. OVER 75% FEMALE SPANS ALL INCOME BRACKETS MAJORITY AGE 40+, SHIFTING YOUNGER LIVES FOR HER HOME & FAMILY ENJOYS HUNTING FOR TREASURES & BARGAINS LOVES TO HOST & ENTERTAIN CROSS-SHOPS WIDE RANGE OF CATEGORIES SHOPS OMNI-CHANNEL SPENDS 38% MORE AS A REWARDS MEMBER 8
WE DO GOOD AS WE DO WELL WE PARTNER WITH NATIONAL NONPROFITS… …AND HAVE A STRONG FOCUS ON ESG CLICK HERE TO FIND OUR BIG CARES REPORT ONLINE! 9
ABOUT BIG LOTS OUR COMPETITIVE ADVANTAGE OPERATION NORTH STAR OUR FINANCIAL GOALS 10
WE ARE A VALUE-OBSESSED HOME DISCOUNT RETAILER SPECIALTY DISCOUNT (Single-category, off-price) GENERAL DISCOUNT (Multi-category, off-price) GENERAL MERCHANTS (Multi-category, EDLP) SPECIALTY MERCHANTS (Single-category, EDLP) LEAST CROWDED SPACE, WITH ROOM TO GROW BROAD AND DIVERSIFIED NOT EASILY REPLICATED AT A NATIONAL SCALE 11
WHY SHE SHOPS US… THE BARGAIN HUNT Big Buys and closeouts THE TREASURE HUNT Unique seasonal and trend items SHIFTING OUR ASSORTMENT TO TWO THIRDS IN & OUT, FROM LESS THAN HALF TODAY THE CONVENIENCE TRIP Reliable assortment of simple to shop essentials 12
EXCEPTIONAL VALUE Limited time deals, off-price closeouts, Broyhill® & Real Living brands SURPRISING PRODUCTS Unique, quirky items, seasonal trends, nostalgic finds EASY SHOPPING True-omni channel offering, easy to navigate store/website, take home today, multiple payment types DELIGHTFUL EXPERIENCE Fun, colorful store, friendly associates, neighborhood feel WHY SHE LOVES US… 13
BUILDING A COMPELLING VALUE PROPOSITION WHO WE ARE… HOME DISCOUNT RETAILER WHY SHE SHOPS US… Exceptional value Surprising products Delightful experience Easy shopping WHY SHE LOVES US… Only multi-category in-and-out merchant with true national scale Unique, emotionally connected brand experience Unmatched omnichannel business in discount HOW WE WIN… Bargain Hunt Treasure Hunt Convenience 14
ABOUT BIG LOTS OUR COMPETITIVE ADVANTAGE OPERATION NORTH STAR OUR FINANCIAL GOALS 15
OPERATION NORTH STAR IS OUR MULTI-YEAR TRANSFORMATIONAL GROWTH AND VALUE- CREATION PLAN LAUNCHED IN 2019 FUND ENABLE GROW Store count growth Sales productivity eCommerce acceleration Brand activation and customer growth Pricing and COGS program Promos and markdowns Shrink and loss reduction Structural expense reduction and leverage Supply chain investment Customer experience (stores & online) Talent and capabilities Data and technology G RO W FU N D EN A BL E 16
OUR VALUE-CREATION OPPORTUNITY IS UNDERPINNED BY... • A Long Runway for Growth • Significant Margin Opportunity • Consistent Cash Flow Generation & Capital Return And We Are Already Realizing Many Quick Wins… 17
OUR RUNWAY FOR GROWTH… 500+ Potential new store locations $1.5-$2B Opportunity through new store growth $1B+ Opportunity to improve productivity 15%+ Increase in sales productivity potential 10%-15% eCommerce penetration $0.5-$1B+ Opportunity in eCommerce sales growth Note: eCommerce sales are not fully incremental since partially fulfilled through stores. 18
GROWING OUR STORE FOOTPRINT § Returning to growth after decade of flat store count § 500+ opportunities across established market fill-ins, rural/small town markets, and under-penetrated geographies § Adding 50+ net new stores in 2022 and accelerating after 2022 to 80+ per year § New stores delivering accretive economics with EBITDA margins >10% and IRRs >20% § Store intervention program successfully reducing closures 19
SALES PRODUCTIVITY DRIVERS § Optimizing assortments, through category discipline and space planning § Rolling out our Next Gen Furniture Sales model to 500+ stores § Growing Furniture with Broyhill®, modern assortments, and expanded distribution § Winning Seasonal year-round § Expanding our rapidly-growing Apparel offering § Growing our Owned Brands § Driving innovation pipeline with the Lot & Queue, Lots Under $5, “Big Buys” and more 20
DRIVING eCOMM ACCELERATION § Removing friction points with enhanced search, easy checkout and financing options § Increasing website personalization, including product best sellers and new arrivals § Accelerating supplier direct fulfillment and extending our aisle and assortment § Growing site traffic through targeted marketing and increased national presence § Providing nationwide same-day and 2-day delivery options 21
ACTIVATING OUR BRAND § Creating a community of bargain hunters and treasure seekers § Driving incremental visits from new and existing customers § Increasing brand awareness, consideration, and purchasers § Driving personalized marketing based on our customer data platform Continuing the breakthrough “Be A BIGionaire” ad campaign featuring new celebrity BIGionaires Retta (Parks & Recreation) Eric Stonestreet (Modern Family) Molly Shannon (Saturday Night Live) 22
SIGNIFICANT MARGIN OPPORTUNITY Managed Rate Optimization Accretive Strategic Growth 100-200 bps Gross Margin expansion through: • Pricing and promotion optimization • Space planning and per-store allocation • Mix benefits • Shrink and loss reduction • COGS productivity • Supply chain normalization Low threshold for expense leverage: • Variable expense flex only 5% to 8% of sales increase • Ongoing structural SG&A savings opportunity Accretive online growth through store fulfillment: • BOPIS sales very profitable Accretive new store economics: • EBITDA margins >10% and ROIC >20% • New stores on average achieve chain productivity within two years 23
CONSISTENT CASH FLOW GENERATION AND CAPITAL RETURNS • History of strong free cash flow • Over $1 billion returned to shareholders since 2016 • Capex spend achieving ROIC well in excess of weighted-average cost of capital • Strong capital allocation discipline • Excellent liquidity access and debt-free balance sheet $38 $45 $51 $48 $47 $33 $250 $150 $100 $50 $173 $327 $(20) $30 $80 $130 $180 $230 $280 $330 $380 2016 2017 2018 2019 2020 Through Q3 2021 DIVIDENDS | SHARE REPURCHASES 24
BUILDING A SUPPLY CHAIN TO SUPPORT OUR GROWTH • Expanding Forward DC network to support bulk product and increase speed to store • Modernizing supply chain technology through investing in Transportation Management, End-to-End Supply Chain Visibility, and Order Management System • Enhancing eCommerce fulfillment: expanding final mile carrier capabilities and ship from store network • Deploying 3PL “pop-up” bypass DCs: creating flexible capacity Regional DCs SUPPLY CHAIN NETWORK eCommerce DC Forward DCs Temporary Seasonal Bypass DCs Ship from Store Locations 25
IMPROVING OUR CUSTOMER EXPERIENCE § Over 37,000 associates that Bring their BIG! everyday, with top quartile NPS § Customer-centric focus that provides a friendly, delightful shopping experience § Updating 800 stores through Project Refresh to deliver a consistent and upgraded brand experience § Upgrading signage, vestibules, flooring, wall graphics, painting, remodeling bathrooms § 250 stores to be refreshed by mid-2022 26
Nick Padovano Store Operations Prior Experience: Lowe’s, Hudson Bay Company Joined Big Lots: 2014 Andrej Mueller Strategy Prior Experience: Boston Consulting Group Joined Big Lots: 2019 Shannon Letts Real Estate Prior Experience: Walton Enterprises, Walmart Joined Big Lots: 2021 Mike Schlonsky Human Resources Prior Experience: Schottenstein Zox and Dunn Joined Big Lots: 1993 Bruce Thorn President & CEO Prior Experience: Tailored Brands, PetSmart, GAP Inc. Joined Big Lots: 2018 Eddie Burt Supply Chain Prior Experience: GNC, Home Depot, PetSmart, Target Joined Big Lots: 2019 WE HAVE A SEASONED AND AMBITIOUS MANAGEMENT TEAM BRINGING THIS ALL TOGETHER 27
Jonathan Ramsden Finance Prior Experience: Abercrombie & Fitch, Omnicom Group Inc. Joined Big Lots: 2019 WE HAVE A SEASONED AND AMBITIOUS MANAGEMENT TEAM BRINGING THIS ALL TOGETHER Gurmeet Singh Technology Prior Experience: Al-Futtaim Group, Boston Consulting Group, 7-Eleven Joined Big Lots: 2021 Rocky Robins Legal Prior Experience: Vorys, Sater, Seymour and Pease LLP, Abercrombie & Fitch Joined Big Lots: 2015 Joice Wirkus Marketing Prior Experience: PetSmart Joined Big Lots: 2019 Erica Fortune eCommerce Prior Experience: Express, The Limited, Bath & Body Works, Abercrombie & Fitch Joined Big Lots: 2014 Jack Pestello Merchandising Prior Experience: Walmart, Woolworths, Daymon Worldwide Joined Big Lots: 2020 28
ABOUT BIG LOTS OUR COMPETITIVE ADVANTAGE OPERATION NORTH STAR OUR FINANCIAL GOALS 29
SALES $8-$10B WE HAVE AMBITIOUS LONG-TERM FINANCIAL TARGETS OPERATING MARGIN 6%-8% ROIC1 20%-25% Defined growth drivers Gross margin expansion and disciplined expense management Accretive investments and ongoing return of capital 1 ROIC defined as adjusted (non-GAAP) trailing 12-month net operating profit after tax divided by average invested capital (long-term debt and shareholders’ equity) over the same time period.30
SALES GROWTH FUNDAMENTALS FOR ACHIEVING OUR LONG-TERM GOALS CAPITAL ALLOCATION DISCIPLINE OPERATING MARGIN IMPROVEMENT • Consistent low-single digit comparable sales growth • Opening 80+ net new stores per year • Growing eCommerce to over $1 billion channel • Driving gross margin expansion vs. 2021 through pricing and promotion optimization, new tools, COGS productivity, shrink, mix • Expense leverage from growth and structural savings, net of additional growth investments • Capital investment scaling to ~$250 million per year • Improving inventory efficiency • Maintaining our dividend with annual reviews • Continuing share repurchases to augment returns 31
APPENDICES 32
HISTORIC FINANCIALS ($ in millions except EPS) $3.64 $4.45 $4.04 $3.67 $7.35 2016 2017 2018 2019 2020 ADJUSTED EARNINGS PER SHARE(1) (1) See slides 37-41 for the reconciliation of GAAP to non-GAAP Adjusted Gross Margin, Adjusted Operating Margin and Adjusted Earnings per Share. 40.4% 40.7% 40.5% 39.8% 40.3% 2016 2017 2018 2019 2020 ADJUSTED GROSS MARGIN(1) $5,194 $5,264 $5,238 $5,323 $6,199 0.9% 0.4% 1.2% 0.3% 16.1% 2016 2017 2018 2019 2020 TOTAL SALES | COMPS 5.2% 5.7% 4.4% 3.9% 6.4% 2016 2017 2018 2019 2020 ADJUSTED OPERATING MARGIN(1) 33
HISTORIC CAPITAL ALLOCATION ($ in millions) (1) ROIC defined as adjusted (non-GAAP) trailing 12-month net operating profit after tax divided by average invested capital (long-term debt and shareholders’ equity) over the same time period. See slides 37-41 for the reconciliation of GAAP to Non-GAAP net income. $38 $45 $51 $48 $47 $250 $150 $100 $50 $173 2016 2017 2018 2019 2020 DIVIDENDS | SHARE REPURCHASES $90 $143 $232 $265 $135 2016 2017 2018 2019 2020 CAPITAL EXPENDITURES 21.2% 23.7% 18.1% 13.8% 22.8% 2016 2017 2018 2019 2020 RETURN ON INVESTED CAPITAL(1) 34
HISTORIC STORE INFORMATION 1,432 1,416 1,401 1,404 1,408 2016 2017 2018 2019 2020 STORE COUNT 31.5 31.4 31.2 31.7 32.0 2016 2017 2018 2019 2020 SQUARE FOOTAGE (IN MILLIONS) $164 $168 $168 $168 $194 2016 2017 2018 2019 2020 SALES PER SELLING SQUARE FOOT 35
In thousands, except earnings per share 2016 2017(3) 2018 2019 2020 Net Sales $ 5,193,995 $ 5,264,362 $ 5,238,105 $ 5,323,180 $ 6,199,186 Adjusted Gross Margin(1) $ 2,099,419 $ 2,142,442 $ 2,121,895 $ 2,120,732 $ 2,497,386 Adjusted Gross Margin Rate(1) 40.4% 40.7% 40.5% 39.8% 40.3% Adjusted Operating Expenses(1)(2) $ 1,827,473 $ 1,844,089 $ 1,892,868 $ 1,912,802 $ 2,099,935 Adjusted Operating Expense Rate(1)(2) 35.2% 35.0% 36.1% 35.9% 33.9% Adjusted Operating Profit(1) $ 271,946 $ 298,353 $ 229,027 $ 207,930 $ 397,451 Adjusted Operating Profit Rate(1) 5.2% 5.7% 4.4% 3.9% 6.4% Adjusted Diluted Earnings per Share(1) $ 3.64 $ 4.45 $ 4.04 $ 3.67 $ 7.35 Diluted Weighted Average Shares 45,974 43,300 40,962 39,351 39,067 (1)Adjusted 2016 through 2020 results are non-GAAP financial measures. See slides 37-41 for a reconciliation of the reported GAAP results to the adjusted non-GAAP results. (2)Operating Expenses are comprised of adjusted Selling and Administrative Expenses, Depreciation Expense, and Adjusted Gain on Sales of Distribution Centers (3)Fiscal 2017 was comprised of 53 weeks SUMMARY FINANCIAL HISTORY (NON-GAAP) 36
FISCAL 2016 GAAP TO NON-GAAP RECONCILIATION As Reported Adjustment to exclude pension costs Gain on sale of real estate As Adjusted (non-GAAP) Selling and administrative expenses $ 1,730,956 $ (27,766) $ 3,823 $ 1,707,013 Selling and administrative expense rate 33.3% (0.5%) 0.1% 32.8% Operating profit 248,003 27,766 (3,823) 271,946 Operating profit rate 4.8% 0.5% (0.1%) 5.2% Income tax expense 91,471 10,976 (1,412) 101,035 Effective income tax rate 37.4% 0.3% (0.0%) 37.7% Net income 152,828 16,790 (2,411) 167,207 Diluted earnings per share $ 3.32 $ 0.37 $ (0.05) $ 3.64 The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, adjusted diluted earnings per share, and adjusted diluted earnings per share are “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). These 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”): (1) all costs associated with the Company’s pension plans, as the Company completed termination and distribution proceedings in 2016, which totaled $27,766 ($16,790, net of tax); (2) a pretax adjustment for a gain on the sale of real estate of $3,823 ($2,411, net of tax). The pension costs encompass all items associated with net periodic benefit costs, including curtailment and settlement charges, and professional fees associated with the plan and plan termination proceedings. Our management believes that the disclosure of these 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, that management believes is more indicative of our on-going operating results and financial conditions. Our management uses these non-GAAP financial measures, along with the most directly comparable GAAP financial measures, in evaluating our operating performance. 37
FISCAL 2017 GAAP TO NON-GAAP RECONCILIATION As Reported Adjustment to exclude gain on insurance recoveries Impact on deferred taxes resulting from U.S. tax reform As Adjusted (non-GAAP) Selling and administrative expenses $ 1,723,996 $ 3,000 $ - $ 1,726,996 Selling and administrative expense rate 32.7% 0.1% - 32.8% Operating profit 301,353 (3,000) - 298,353 Operating profit rate 5.7% (0.1%) - 5.7% Income tax expense 105,522 (1,149) (4,517) 99,856 Effective income tax rate 35.7% (0.0%) (1.5%) 34.2% Net income 189,832 (1,851) 4,517 192,498 Diluted earnings per share $ 4.38 $ (0.04) $ 0.10 $ 4.45 The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “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). These non- GAAP financial measures exclude from the most directly comparable financial measures calculated and presented in accordance with GAAP (1) a pretax gain on insurance recoveries associated with merchandise-related legal matters of $3,000 ($1,851, net of tax); and (2) the impact to deferred taxes resulting from the U.S. Tax Cuts and Jobs Act of 2017 of $4,517. 38
FISCAL 2018 GAAP TO NON-GAAP RECONCILIATION As Reported Adjustment to exclude CEO retirement costs Adjustment to exclude shareholder litigation matter As Adjusted (non-GAAP) Selling and administrative expenses $ 1,778,416 $ (7,018) $ (3,500) $ 1,767,898 Selling and administrative expense rate 34.0% (0.1%) (0.1%) 33.8% Operating profit 218,509 7,018 3,500 229,027 Operating profit rate 4.2% 0.1% 0.1% 4.4% Income tax expense 50,719 895 879 52,493 Effective income tax rate 24.4% (0.4%) (0.0%) 24.1% Net income 156,894 6,123 2,621 165,638 Diluted earnings per share $ 3.83 $ 0.15 $ 0.06 $ 4.04 The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “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). These 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”) (1) the costs associated with the retirement of our former CEO of $7,018 ($6,123, net of tax); and (2) a pretax charge related to the settlement in principle of shareholder litigation matters of $3,500 ($2,621, net of tax). 39
FISCAL 2019 GAAP TO NON-GAAP RECONCILIATION As Reported Impact to exclude department exit inventory impairment Impact to exclude transformational restructuring costs Adjustment to exclude legal settlement loss contingencies Adjustment to exclude gain on sale of distribution center As Adjusted (non- GAAP) Gross margin $ 2,114,682 $ 6,050 $ - $ - $ - $ 2,120,732 Gross margin rate 39.7% 0.1% - - - 39.8% Selling and administrative expenses 1,823,409 - (38,338) (7,250) - 1,777,821 Selling and administrative expense rate 34.3% - (0.7%) (0.1%) - 33.4% Gain on sale of distribution center (178,534) - - - 178,534 - Gain on sale of distribution center rate (3.4%) - - - 3.4% - Operating profit 334,826 6,050 38,338 7,250 (178,534) 207,930 Operating profit rate 6.3% 0.1% 0.7% 0.1% (3.4%) 3.9% Income tax expense 75,084 1,553 9,836 1,696 (41,930) 46,239 Effective income tax rate 23.6% 0.0% 0.1% (0.0%) 0.6% 24.3% Net income 242,464 4,497 28,502 5,554 (136,604) 144,413 Diluted earnings per share $ 6.16 $ 0.11 $ 0.72 $ 0.14 $ (3.47) $ 3.67 The above adjusted gross margin, adjusted gross margin rate, adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted gain on sale of distribution center, adjusted gain on sale of distribution center rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “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). These 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”) (1) an inventory impairment amount of $6,050 ($4,497, net of tax) as a result of a merchandise department exit; (2) the costs associated with a transformational restructuring initiative of $38,338 ($28,502, net of tax); (3) a pretax charge related to estimated legal settlement of employee class actions of $7,250 ($5,554, net of tax); and (4) a gain resulting from the sale of our Rancho Cucamonga, California distribution center of $178,534 ($136,604, net of tax). 40
FISCAL 2020 GAAP TO NON-GAAP RECONCILIATION As Reported Adjustment to exclude gain on sale of distribution centers and related expenses As Adjusted (non-GAAP) Selling and administrative expenses $ 1,965,555 $ (3,956) $ 1,961,599 Selling and administrative expense rate 31.7% (0.1%) 31.6% Gain on sale of distribution centers (463,053) 463,053 - Gain on sale of distribution centers rate (7.5%) 7.5% - Operating profit 856,548 (459,097) 397,451 Operating profit rate 13.8% (7.4%) 6.4% Income tax expense 215,415 (117,194) 98,221 Effective income tax rate 25.5% (0.0%) 25.5% Net income 629,191 (341,903) 287,288 Diluted earnings per share $ 16.11 $ (8.75) $ 7.35 The above adjusted selling and administrative expenses, adjusted selling and administrative expense rate, adjusted gain on sale of distribution centers, adjusted gain on sale of distribution centers rate, adjusted operating profit, adjusted operating profit rate, adjusted income tax expense, adjusted effective income tax rate, adjusted net income, and adjusted diluted earnings per share are “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). These 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”) a gain resulting from the sale of our Columbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA distribution centers and the related expenses of $459,097 ($341,903, net of tax). 41
Exhibit 99.3
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| FOR IMMEDIATE RELEASE | Contact: Tom Filandro - ICR, Inc. | |||||||||||||
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BIG LOTS PROVIDES LONG-TERM GROWTH AND MARGIN OUTLOOK AND Q4 BUSINESS UPDATE
COMPANY ANNOUNCES COMPLETION OF APPROXIMATELY $70 MILLION OF SHARE REPURCHASES QUARTER-TO-DATE
COMPANY PROVIDES UPDATED INVESTOR PRESENTATION IN CONNECTION WITH ITS PARTICIPATION IN THE ICR CONFERENCE ON TUESDAY JANUARY 11TH
FOR INVESTOR PRESENTATION, PLEASE VISIT: https://www.biglots.com/corporate/investors
Columbus, Ohio -- January 10, 2022 -- Big Lots, Inc. (NYSE: BIG) today provided a long-range growth and margin outlook detailing a significant value-creation opportunity over the coming years. Details of the company’s long-term outlook are available in an updated investor presentation available through the company’s website and include:
•A sales goal of $8 to $10 billion driven by approximately 500 net store openings, merchandise sales productivity initiatives, and continued ecommerce growth
•An operating margin goal of 6% to 8% driven by gross margin improvement and expense leverage
•A Return on Invested Capital goal of 20% to 25%
Commenting on the company’s long-term goals, Bruce Thorn, President and CEO of Big Lots stated, “We are highly confident that Operation North Star has put us on track to create tremendous long-term value for shareholders, and that we now have the visibility to provide a long-term financial outlook. We see a clear and long runway for growth ahead of us, coupled with the opportunity to drive returns through margin expansion and judicious capital allocation. We have all of the foundations in place to accomplish this, including a seasoned and ambitious team, new tools and technologies, and a proven pipeline of innovation. We will do all of this by accomplishing our mission to help our customer Live BIG and Save Lots!”
The company also provided an update on results for the fourth quarter of fiscal 2021. Through the end of fiscal December, the company’s performance was at the upper end of its expectations. On a quarter-to-date basis through the end of fiscal December, the company achieved a two-year comparable sales increase of approximately 9%.
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Since early January, the company has seen a softening of traffic and sales trends which it believes, in addition to adverse weather conditions, has been significantly driven by the rapid spread of the Omicron strain of Covid-19 and its impact on consumer behavior. Based on a continuation of current trends, the company would expect to achieve a flat to low-single-digit percentage two-year comparable sales increase for fiscal January, below prior expectations, and resulting in diluted EPS for the quarter in the range of $1.80 to $1.95.
The company also announced that, for the quarter-to-date, it has repurchased approximately 1.6 million shares for an aggregate amount of approximately $70 million. The company has approximately $180 million remaining available under a $250 million share repurchase authorization approved by its Board of Directors on December 1,
2021.
Commenting on the fourth quarter, Bruce Thorn added, “We are pleased with our holiday performance, with two-year comps for fiscal November and December running up 9%. Our outstanding team has worked tirelessly to offset headwinds from the global supply chain to ensure our customer would find what she wanted in our stores and online. While the Omicron variant creates some near-term challenges, we look forward to rounding out another very successful year for the company. Meanwhile, we are pleased to have continued to return capital to shareholders through share repurchases.”
As previously announced, the company will be participating in the 2022 ICR Conference, which will be a virtual event this year. Bruce Thorn, President and CEO of Big Lots, Jonathan Ramsden, Executive Vice President, Chief Financial & Administrative Officer, and Jack Pestello, Executive Vice President, Chief Merchandising Officer, are scheduled to participate in a fireside chat on Tuesday, January 11, 2022, which will be broadcast live beginning at approximately 10:30 AM Eastern Time. Related to its participation in the conference, the company has posted an updated Investor Presentation to its corporate website: https://www.biglots.com/corporate/investors.
For information regarding registration and participation in the conference, please visit https://icrconference.com. Additionally, an audio only live webcast of the fireside chat will be available through the Investor Relations section of the company’s website at https://www.biglots.com/corporate/investors/.
If you are unable to join the live webcast, an archive will be available at https://www.biglots.com/corporate/investors/ on January 11, at and will remain available through midnight, January 21, 2022.
About Big Lots, Inc.
Headquartered in Columbus, Ohio, Big Lots, Inc. (NYSE: BIG) is a neighborhood discount retailer and a Fortune 500 company, operating 1,431 stores in 47 states, as well as a best-in-class ecommerce platform with expanded capabilities via BOPIS, curbside pickup, Instacart and same day delivery. The company's product assortment is focused on home essentials: Furniture, Seasonal, Soft Home, Food, Consumables and Hard Home. Ranked one of the fastest-growing eCommerce businesses by Digital Commerce 360 and the recipient of Home Textiles Today’s 2021 Retail Titan Award, Big Lots’ mission is to help people Live BIG and Save Lots. The company strives to be the BIG difference for a better life by delivering exceptional value to customers through the ultimate treasure hunt shopping experience, building a “best places to grow” culture, rewarding shareholders with consistent growth and top-tier returns, and doing good in local communities. For more information about the company, visit biglots.com.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, and such statements are intended to qualify for the protection of the safe harbor provided by the Act. The words “anticipate,” “estimate,” “expect,” “objective,” “goal,” “project,” “intend,” “plan,” “believe,” “will,” “should,” “may,” “target,” “forecast,” “guidance,” “outlook” and similar expressions generally identify forward-looking statements. Similarly, descriptions of objectives, strategies, plans, goals or targets are also forward-
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looking statements. Forward-looking statements relate to the expectations of management as to future occurrences and trends, including statements expressing optimism or pessimism about future operating results or events and projected sales, earnings, capital expenditures and business strategy. Forward-looking statements are based upon a number of assumptions concerning future conditions that may ultimately prove to be inaccurate. Forward-looking statements are and will be based upon management’s then-current views and assumptions regarding future events and operating performance and are applicable only as of the dates of such statements. Although the company believes the expectations expressed in forward-looking statements are based on reasonable assumptions within the bounds of knowledge, forward-looking statements, by their nature, involve risks, uncertainties and other factors, any one or a combination of which could materially affect business, financial condition, results of operations or liquidity.
Forward-looking statements that the company makes herein and in other reports and releases are not guarantees of future performance and actual results may differ materially from those discussed in such forward-looking statements as a result of various factors, including, but not limited to, developments related to the COVID-19 coronavirus pandemic, current economic and credit conditions, the cost of goods, the inability to successfully execute strategic initiatives, competitive pressures, economic pressures on customers and the company, the availability of brand name closeout merchandise, trade restrictions, freight costs, the risks discussed in the Risk Factors section of the company’s most recent Annual Report on Form 10-K, and other factors discussed from time to time in other filings with the SEC, including Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. This release should be read in conjunction with such filings, and you should consider all of these risks, uncertainties and other factors carefully in evaluating forward-looking statements.
You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The company undertakes no obligation to publicly update forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any further disclosures the company makes on related subjects in public announcements and SEC filings.
| Investor Contact | |||||||
| ICR, Inc. | ||||||||
| Tom Filandro, 646-277-1235 | ||||||||
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