Document
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): August 24, 2017
BIG LOTS, INC.
(Exact name of registrant as specified in its charter)
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Ohio | 1-8897 | 06-1119097 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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300 Phillipi Road, Columbus, Ohio 43228
(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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On August 25, 2017, Big Lots, Inc. (“we,” “us” or “our”) issued a press release and conducted a conference call, both of which: (i) reported our second 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 third 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.
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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Item | Fiscal 2016 Second Quarter | Fiscal 2016 Year-to-date | Fiscal 2016 Third Quarter | Fiscal 2016 Fourth Quarter | Fiscal 2016 Full Year |
After-tax adjustment associated with pension costs of $0.6 million, or $0.01 per diluted share | X | | | | |
After-tax adjustment associated with pension costs of $1.9 million, or $0.04 per diluted share | | X | | | |
After-tax adjustment associated with pension costs of $0.5 million, or $0.01 per diluted share | | | X | | |
After-tax adjustment associated with pension costs of $14.3 million, or $0.32 per diluted share | | | | X | |
After-tax adjustment associated with gain on sale of real estate of $2.4 million, or $0.05 per diluted share | | | | X | X |
After-tax adjustment associated with pension costs of $16.8 million, or $0.37 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.
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 our August 25, 2017 press release (Exhibit 99.1) and the transcript of our August 25, 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, 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 August 25, 2017, the Company issued a press release announcing that, on August 24, 2017, its Board of Directors declared a quarterly cash dividend of $0.25 per common share payable on September 22, 2017 to shareholders of record as of the close of business on September 8, 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) | Exhibits | | | |
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| | Exhibit No. | | Description | |
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| | | | Big Lots, Inc. press release on operating results and guidance dated August 25, 2017. |
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| | | | Big Lots, Inc. conference call transcript dated August 25, 2017. |
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| | | | Big Lots, Inc. press release on dividend declaration dated August 25, 2017. |
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: August 29, 2017 | By: | /s/ Ronald A. Robins, Jr. |
| | | Ronald A. Robins, Jr. |
| | | Senior Vice President, General Counsel |
| | | and Corporate Secretary |