Item 2.02 Results of Operations and Financial Condition.
OnDecember 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
Fiscal 2020 Third Item Quarter Year-to-Date Fiscal 2020 Full Year After-tax adjustment for gain on sale of distribution centers X of$341.9 million , or$8.66 per diluted share After-tax adjustment for gain on sale of distribution centers X
of
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 ourDecember 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.
OnDecember 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 onDecember 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. OnDecember 3, 2021 , the Company issued a press release announcing that our Board of Directors declared a quarterly cash dividend onDecember 1, 2021 for the fourth quarter of fiscal 2021 of$0.30 per common share payable onDecember 29, 2021 to shareholders of record as of the close of business onDecember 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.
(d) Exhibits Exhibit No. Description 99.1Big Lots, Inc. press release on
operating results, share repurchase
authorization, and guidance dated
99.2Big Lots, Inc. conference call
transcript dated
99.3Big Lots, Inc. investor
presentation on our results for the third quarter
of fiscal 2021 datedDecember 3 ,
2021.
99.4Big Lots, Inc. press release on
dividend declaration dated
2021. 104 Cover Page Interactive Data File
(formatted as Inline XBRL).
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