BIG LOTS, INC.

BIG
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BIG LOTS INC : Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits (form 8-K)

12/06/2021 | 04:04pm

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:



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 $341.9 million, or $8.75 per diluted share






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.



(d) Exhibits

Exhibit No. Description

99.1 Big Lots, Inc. press release on



operating results, share repurchase



authorization, and guidance dated


December 3, 2021.




99.2 Big Lots, Inc. conference call


transcript dated December 3, 2021.




99.3 Big Lots, Inc. investor


presentation on our results for the third quarter



of fiscal 2021 dated December 3,


2021.




99.4 Big Lots, Inc. press release on


dividend declaration dated December 3,



2021.

104 Cover Page Interactive Data File


(formatted as Inline XBRL).

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