UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 3, 2019May 2, 2020
or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-08897
BIG LOTS INC
(Exact name of registrant as specified in its charter)

Ohio                              06-1119097
(State or Other Jurisdiction of Incorporation or Organization)         (I.R.S. Employer Identification No.)

4900 E. Dublin-Granville Road, Columbus, Ohio                  43081
(Address of Principal Executive Offices)                 (Zip Code)

(614) 278-6800
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common sharesBIGNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o
Smaller reporting company o
Emerging growth company o

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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes Noþ

The number of the registrant’s common shares, $0.01 par value, outstanding as of September 6, 2019,June 5, 2020, was 39,015,647.39,231,076.
 

BIG LOTS, INC. 
FORM 10-Q 
FOR THE FISCAL QUARTER ENDED AUGUST 3, 2019MAY 2, 2020

TABLE OF CONTENTS
 
  Page
   
Item 1.
   
a)
   
b)
   
c)
   
d)
   
e)
   
Item 2. 
   
Item 3.
   
Item 4. 
   
   
Item 1.  
   
Item 1A.  
   
Item 2.  
   
Item 3.  
   
Item 4.  
   
Item 5.  
   
Item 6.  
   
 

Part I. Financial Information


Item 1. Financial Statements

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations and Comprehensive Income (Unaudited)
(In thousands, except per share amounts)
Thirteen Weeks Ended Twenty-Six Weeks EndedThirteen Weeks Ended
August 3, 2019August 4, 2018 August 3, 2019August 4, 2018May 2, 2020May 4, 2019
Net sales$1,252,414
$1,222,169
 $2,548,210
$2,490,152
$1,439,149
$1,295,796
Cost of sales (exclusive of depreciation expense shown separately below)754,184
730,750
 1,530,933
1,486,775
868,393
776,749
Gross margin498,230
491,419
 1,017,277
1,003,377
570,756
519,047
Selling and administrative expenses455,026
426,605
 915,631
864,697
458,631
460,605
Depreciation expense30,023
30,496
 62,820
59,025
37,690
32,797
Operating profit13,181
34,318
 38,826
79,655
74,435
25,645
Interest expense(4,565)(2,407) (8,298)(3,983)(3,322)(3,733)
Other income (expense)(789)149
 121
657
(3,317)910
Income before income taxes7,827
32,060
 30,649
76,329
67,796
22,822
Income tax expense1,649
7,896
 8,931
20,926
18,473
7,282
Net income and comprehensive income$6,178
$24,164
 $21,718
$55,403
$49,323
$15,540
    
Earnings per common share 
 
   
 
Basic$0.16
$0.59
 $0.55
$1.33
$1.26
$0.39
Diluted$0.16
$0.59
 $0.55
$1.33
$1.26
$0.39
      
Weighted-average common shares outstanding 
 
   
 
Basic39,000
41,061
 39,461
41,587
39,129
39,922
Dilutive effect of share-based awards77
220
 83
106
111
80
Diluted39,077
41,281
 39,544
41,693
39,240
40,002
    
Cash dividends declared per common share$0.30
$0.30
 $0.60
$0.60
$0.30
$0.30
 
The accompanying notes are an integral part of these consolidated financial statements.


BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)
(In thousands, except par value)
August 3, 2019 February 2, 2019May 2, 2020 February 1, 2020
ASSETS      
Current assets:      
Cash and cash equivalents$53,705
 $46,034
$311,872
 $52,721
Inventories874,058
 969,561
806,559
 921,266
Other current assets112,675
 112,408
75,978
 89,962
Total current assets1,040,438
 1,128,003
1,194,409
 1,063,949
Operating lease right-of-use assets1,208,349
 
1,206,133
 1,202,252
Property and equipment - net860,648
 822,338
849,857
 849,147
Deferred income taxes16,077
 8,633
6,161
 4,762
Other assets66,783
 64,373
65,226
 69,171
Total assets$3,192,295
 $2,023,347
$3,321,786
 $3,189,281
      
LIABILITIES AND SHAREHOLDERS’ EQUITY 
  
 
  
Current liabilities: 
  
 
  
Accounts payable$345,355
 $396,903
$275,461
 $378,241
Current operating lease liabilities239,592
 
207,899
 212,144
Property, payroll, and other taxes86,177
 75,317
96,248
 82,109
Accrued operating expenses206,733
 99,422
138,212
 118,973
Insurance reserves37,745
 38,883
35,572
 36,131
Accrued salaries and wages35,192
 26,798
34,622
 39,292
Income taxes payable614
 1,237
16,903
 3,930
Total current liabilities951,408
 638,560
804,917
 870,820
Long-term obligations467,800
 374,100
Long-term debt436,684
 279,464
Noncurrent operating lease liabilities1,021,130
 
1,046,711
 1,035,377
Deferred rent
 60,700
Deferred income taxes41,171
 48,610
Insurance reserves52,122
 54,507
56,759
 57,567
Unrecognized tax benefits13,381
 14,189
10,279
 10,722
Synthetic lease obligation
 144,477
Other liabilities41,911
 43,773
41,332
 41,257
Shareholders’ equity: 
  
 
  
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued
 

 
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 39,001 shares and 40,042 shares, respectively1,175
 1,175
Treasury shares - 78,494 shares and 77,453 shares, respectively, at cost(2,547,556) (2,506,086)
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 39,223 shares and 39,037 shares, respectively1,175
 1,175
Treasury shares - 78,272 shares and 78,458 shares, respectively, at cost(2,538,276) (2,546,232)
Additional paid-in capital617,993
 622,685
613,823
 620,728
Retained earnings2,572,931
 2,575,267
2,807,211
 2,769,793
Total shareholders' equity644,543
 693,041
883,933
 845,464
Total liabilities and shareholders' equity$3,192,295
 $2,023,347
$3,321,786
 $3,189,281
 
The accompanying notes are an integral part of these consolidated financial statements.


BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Shareholders’ Equity (Unaudited)
(In thousands)
 CommonTreasury
Additional
Paid-In
Capital
Retained Earnings 
 SharesAmountSharesAmountTotal
Thirteen Weeks Ended August 4, 2018
Balance - May 5, 201842,338
$1,175
75,157
$(2,412,437)$613,621
$2,486,753
$689,112
Comprehensive income




24,164
24,164
Dividends declared ($0.30 per share)




(12,474)(12,474)
Purchases of common shares(2,376)
2,376
(96,148)(3,920)
(100,068)
Exercise of stock options






Restricted shares vested22

(22)718
(718)

Performance shares vested3

(3)84
(84)

Other


(1)(1)
(2)
Share-based employee compensation expense



4,993

4,993
Balance - August 4, 201839,987
1,175
77,508
(2,507,784)613,891
2,498,443
605,725
        
Twenty-Six Weeks Ended August 4, 2018
Balance - February 3, 201841,925
1,175
75,570
(2,422,396)622,550
2,468,258
$669,587
Comprehensive income




55,403
55,403
Dividends declared ($0.60 per share)




(25,218)(25,218)
Purchases of common shares(2,623)
2,623
(107,341)(3,920)
(111,261)
Exercise of stock options1

(1)20


20
Restricted shares vested388

(388)12,454
(12,454)

Performance shares vested296

(296)9,475
(9,475)

Other


4
1

5
Share-based employee compensation expense



17,189

17,189
Balance - August 4, 201839,987
1,175
77,508
(2,507,784)613,891
2,498,443
605,725
        
Thirteen Weeks Ended August 3, 2019
Balance - May 4, 201939,042
1,175
78,453
(2,545,967)614,174
2,578,949
648,331
Comprehensive income




6,178
6,178
Dividends declared ($0.30 per share)




(12,196)(12,196)
Purchases of common shares(53)
53
(1,994)

(1,994)
Exercise of stock options






Restricted shares vested12

(12)406
(406)

Performance shares vested






Other


(1)

(1)
Share-based employee compensation expense



4,225

4,225
Balance - August 3, 201939,001
$1,175
78,494
$(2,547,556)$617,993
$2,572,931
$644,543
        
Twenty-Six Weeks Ended August 3, 2019
Balance - February 2, 201940,042
1,175
77,453
(2,506,086)622,685
2,575,267
693,041
Comprehensive income




21,718
21,718
Dividends declared ($0.60 per share)




(24,402)(24,402)
Adjustment for ASU 2016-02




348
348
Purchases of common shares(1,456)
1,456
(54,919)

(54,919)
Exercise of stock options6

(6)202
(2)
200
Restricted shares vested154

(154)4,995
(4,995)

Performance shares vested255

(255)8,255
(8,255)

Other


(3)

(3)
Share-based employee compensation expense



8,560

8,560
Balance - August 3, 201939,001
$1,175
78,494
$(2,547,556)$617,993
$2,572,931
$644,543
 CommonTreasury
Additional
Paid-In
Capital
Retained Earnings 
 SharesAmountSharesAmountTotal
Thirteen Weeks Ended May 4, 2019
Balance - February 2, 201940,042
$1,175
77,453
$(2,506,086)$622,685
$2,575,267
$693,041
Comprehensive income




15,540
15,540
Dividends declared ($0.30 per share)




(12,206)(12,206)
Adjustment for ASU 2016-02




348
348
Purchases of common shares(1,403)
1,403
(52,925)

(52,925)
Exercise of stock options6

(6)202
(2)
200
Restricted shares vested142

(142)4,589
(4,589)

Performance shares vested255

(255)8,255
(8,255)

Other


(2)

(2)
Share-based employee compensation expense



4,335

4,335
Balance - May 4, 201939,042
$1,175
78,453
$(2,545,967)$614,174
$2,578,949
$648,331
Thirteen Weeks Ended May 2, 2020
Balance - February 1, 202039,037
1,175
78,458
(2,546,232)620,728
2,769,793
845,464
Comprehensive income




49,323
49,323
Dividends declared ($0.30 per share)




(11,905)(11,905)
Purchases of common shares(119)
119
(1,940)

(1,940)
Exercise of stock options






Restricted shares vested240

(240)7,782
(7,782)

Performance shares vested65

(65)2,107
(2,107)

Other


7
(1)
6
Share-based employee compensation expense



2,985

2,985
Balance - May 2, 202039,223
$1,175
78,272
$(2,538,276)$613,823
$2,807,211
$883,933
 
The accompanying notes are an integral part of these consolidated financial statements.

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
Twenty-Six Weeks EndedThirteen Weeks Ended
August 3, 2019August 4, 2018May 2, 2020May 4, 2019
Operating activities:  
Net income$21,718
$55,403
$49,323
$15,540
Adjustments to reconcile net income to net cash provided by operating activities:  
  
Depreciation and amortization expense63,259
53,996
37,819
33,104
Non-cash lease amortization expense114,348

Non-cash lease expense57,766
57,093
Deferred income taxes(7,551)(9,678)(8,838)(6,891)
Non-cash impairment charge2,914

362
234
Loss on disposition of equipment130
287
129
110
Non-cash share-based compensation expense8,560
17,189
2,985
4,335
Unrealized gain on fuel derivatives(152)(562)
Unrealized loss (gain) on fuel derivatives3,144
(971)
Change in assets and liabilities: 
 
 
 
Inventories95,504
18,598
114,707
42,573
Accounts payable(51,548)4,495
(102,779)(82,264)
Operating lease liabilities(93,364)
(54,919)(45,688)
Current income taxes(10,944)(23,990)27,077
13,411
Other current assets(23,597)(24,034)(486)(7,237)
Other current liabilities43,344
12,646
16,315
37,587
Other assets(2,578)(782)4,395
(3,817)
Other liabilities(1,758)6,992
(879)316
Net cash provided by operating activities158,285
110,560
146,121
57,435
Investing activities: 
 
 
 
Capital expenditures(162,840)(89,065)(28,928)(76,834)
Cash proceeds from sale of property and equipment127
210
26
80
Assets acquired under synthetic lease
(82,607)
Other(18)36
(11)(12)
Net cash used in investing activities(162,731)(171,426)(28,913)(76,766)
Financing activities: 
 
 
 
Net proceeds from borrowings under bank credit facility93,700
124,900
Net proceeds from long-term debt157,337
96,300
Payment of finance lease obligations(1,946)(1,597)(982)(967)
Dividends paid(24,915)(26,527)(12,478)(13,197)
Proceeds from the exercise of stock options200
20

200
Payment for treasury shares acquired(54,919)(111,261)(1,940)(45,465)
Proceeds from synthetic lease
82,607
Other(3)5
6
(2)
Net cash provided by financing activities12,117
68,147
141,943
36,869
Increase in cash and cash equivalents7,671
7,281
259,151
17,538
Cash and cash equivalents: 
 
 
 
Beginning of period46,034
51,176
52,721
46,034
End of period$53,705
$58,457
$311,872
$63,572

The accompanying notes are an integral part of these consolidated financial statements.

BIG LOTS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

All references in this report to “we,” “us,” or “our” are to Big Lots, Inc. and its subsidiaries.  We are a discount retailer operating in the United States (“U.S.”).  At August 3, 2019,May 2, 2020, we operated 1,4111,404 stores in 47 states.  We make available, free of charge, through the “Investor Relations” section of our website (www.biglots.com) under the “SEC Filings” caption, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”).  The contents of our websitewebsites are not incorporated into or otherwise part of this report.

The accompanying consolidated financial statements and these notes have been prepared in accordance with the rules and regulations of the SEC for interim financial information. The consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly our financial condition, results of operations, and cash flows for all periods presented. The consolidated financial statements, however, do not include all information necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  Interim results may not necessarily be indicative of results that may be expected for, or actually result during, any other interim period or for the year as a whole.whole, including as a result of the COVID-19 coronavirus pandemic, which has disrupted and may continue to disrupt our business.  We have historically experienced and expect to continue to experience, seasonal fluctuations, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter.  However, due to demand volatility we have experienced during the COVID-19 coronavirus pandemic, the seasonality of our 2020 results may differ from our historical experience. The accompanying consolidated financial statements and these notes should be read in conjunction with the audited consolidated financial statements and notes included in our Annual Report on Form 10-K for the fiscal year ended February 2, 1, 2020 (“2019 (“2018 Form 10-K”).

Fiscal Periods
Our fiscal year ends on the Saturday nearest to January 31, which results in fiscal years consisting of 52 or 53 weeks.  Unless otherwise stated, references to years in this report relate to fiscal years rather than calendar years.  Fiscal year 2020 (“2020”) is comprised of the 52 weeks that began on February 2, 2020 and will end on January 30, 2021.  Fiscal year 2019 (“2019”) iswas comprised of the 52 weeks that began on February 3, 2019 and will endended on February 1, 2020.  Fiscal year 2018 (“2018”) was comprised of the 52 weeks that began on February 4, 2018 and ended on February 2, 2019.  The fiscal quarters ended August 3,May 2, 2020 (“first quarter of 2020”) and May 4, 2019 (“secondfirst quarter of 2019”) and August 4, 2018 (“second quarter of 2018”) were both comprised of 13 weeks. The year-to-date periods ended August 3, 2019 (“year-to-date 2019") and August 4, 2018 (“year-to-date 2018”) were both comprised of 26 weeks.

Selling and Administrative Expenses
Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, accepting credit/debit cards, and overhead.  Our selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs in cost of sales.  Warehousing, distribution, and outbound transportation costs included in selling and administrative expenses were $43.2$52.3 million and $42.6$45.1 million for the secondfirst quarter of 20192020 and the secondfirst quarter of 2018, respectively, and $88.3 million and $85.5 million for the year-to-date 2019, and the year-to-date 2018, respectively.

Advertising Expense
Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, internet and e-mail marketing and advertising, and in-store point-of-purchase signage and presentations.  Advertising expenses are included in selling and administrative expenses.  Advertising expenses were $17.3$23.0 million and $16.4$22.4 million for the secondfirst quarter of 20192020 and the secondfirst quarter of 2018, respectively, and $39.7 million and $38.3 million for the year-to-date 2019, and the year-to-date 2018, respectively.

Derivative Instruments
We use derivative instruments to mitigate the risk of market fluctuations in the price of diesel fuel that we expect to consume to support our outbound transportation of inventory to our stores. We do not enter into derivative instruments for speculative purposes. Our derivative instruments may consist of collar or swap contracts. Our current derivative instruments do not meet the requirements for cash flow hedge accounting. Instead, our derivative instruments are marked-to-market to determine their fair value and any gains or losses are recognized currently in other income (expense) on our consolidated statements of operations and comprehensive income. For further information on our derivative instruments, see note 11.


Supplemental Cash Flow Disclosures
The following table provides supplemental cash flow information for the year-to-date 2019first quarter of 2020 and the year-to-date 2018:first quarter of 2019:
Twenty-Six Weeks EndedThirteen Weeks Ended
(In thousands)August 3, 2019 August 4, 2018May 2, 2020 May 4, 2019
Supplemental disclosure of cash flow information: 
  
 
  
Cash paid for interest, including financing or capital leases$8,662
 $3,642
Cash paid for interest, including finance leases$3,211
 $4,097
Cash paid for income taxes, excluding impact of refunds27,779
 54,979
122
 1,141
Gross proceeds from borrowings under bank credit facility866,500
 923,700
Gross payments of borrowings under bank credit facility772,800
 798,800
Gross proceeds from long-term debt514,500
 470,400
Gross payments of long-term debt357,163
 374,100
Cash paid for operating lease liabilities144,318
 
75,317
 70,947
Non-cash activity: 
  
 
  
Assets acquired under financing or capital leases70,831
 750
Assets acquired under finance leases
 11
Accrued property and equipment44,458
 34,031
27,213
 46,503
Share repurchases payable
 7,460
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$1,383,557
 $
$62,641
 $1,213,777


Property and Equipment - Net
Depreciation and amortization expenseReclassification of property and equipment are recorded on a straight-line basis using estimated service lives. We began a significant capital investment program in our store of the future concept in 2018, which resulted in us reviewing our estimated service lives of our leasehold improvements and fixtures and equipment at both our renovated stores and newly opened stores. During 2019, in connection with analysis of our remaining lease terms under ASC 842, we changed the estimated service lives on leasehold improvements for new stores from 5 years to 10 years and for renovated stores from 5 years to 7 years, both of which more appropriately reflect the remaining lease term on these stores. Additionally, we changed the estimated service lives on fixtures and certain equipment from 5 years to 7 years for both new stores and renovated stores to reflect our revised expectation on our renovation cycle, while taking into consideration our remaining lease term.

Reclassifications
Merchandise Categories
We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Recently Adopted Accounting Standards
In February 2016,August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02,2018-15 Leases (Topic 842)Intangibles - Goodwill and Other - Internal-Use Software. This update evaluates the accounting for costs paid by a customer to implement a cloud computing arrangement. The update requires a lessee to recognize, onnew guidance aligns cloud computing arrangement implementation cost accounting with the balance sheet, a liability to make lease payments and a right-of-use asset representing a right to usecapitalization requirements for internal-use software development, while leaving the underlying assetaccounting for the lease term. Additionally, this guidance expanded related disclosure requirements.service elements unchanged. On February 3, 2019,2, 2020, we adopted the new standard and elected the optional transition method, as allowed by ASU 2018-11, Leases (Topic 842), Targeted Improvements, to apply the new standard as of the effective date. Therefore, we have not applied the new standard to the comparative prior periods presented in the unaudited consolidated financial statements. We elected to apply the following practical expedients and policy elections at adoption:
Practical expedient packageWe have not reassessed whether any expired or existing contracts are, or contain, leases.
We have not reassessed the lease classification for any expired or existing leases.
We have not reassessed initial direct costs for any expired or existing leases.
Hindsight practical expedientWe have not elected the hindsight practical expedient, which permits the use of hindsight when determining lease term and impairment of operating lease assets.
Separation of lease and non-lease componentsWe have elected to establish an accounting policy to account for lease and non-lease components as a single component for our real estate class of assets.
Short-term policyWe have elected to establish a short-term lease exception policy, permitting us to not apply the recognition requirements of the new standard to short-term leases (i.e., leases with terms of 12 months or less).


Adoption of this standard, in the first quarter of 2019, resulted in the recognition of right-of-use assets and lease liabilities for operating leases of $1,110 million and $1,138 million, respectively, with difference in amounts being primarily comprised of pre-existing deferred rent and prepaid rent.2018-15 on a prospective basis. The impact of the adoption was immaterial to the consolidated statements of shareholders' equity. For further discussion on our leases, see note 4.financial statements.


NOTE 2 – DEBT

Bank Credit Facility
On August 31, 2018, we entered into a $700 million five-year unsecured credit facility (“2018 Credit Agreement”) that replaced our prior credit facility entered into in July 2011 and most recently amended in May 2015 (“2011 Credit Agreement”). The 2018 Credit Agreement expires on August 31, 2023. In connection with our entry into the 2018 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $1.5 million, which are being amortized over the term of the 2018 Credit Agreement.

Borrowings under the 2018 Credit Agreement are available for general corporate purposes, working capital, and to repay certain indebtedness.  The 2018 Credit Agreement includes a $30 million swing loan sublimit, a $75 million letter of credit sublimit, a $75 million sublimit for loans to foreign borrowers, and a $200 million optional currency sublimit.  The interest rates, pricing and fees under the 2018 Credit Agreement fluctuate based on our debt rating.  The 2018 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options.  The interest rate options are generally derived from the prime rate or LIBOR.  We may prepay revolving loans made under the 2018 Credit Agreement.  The 2018 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio.  The covenants of the 2018 Credit Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with the synthetic lease for our new distribution center in Apple Valley, California. A violation of any of the covenants could result in a default under the 2018 Credit Agreement that would permit the lenders to restrict our ability to further access the 2018 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2018 Credit Agreement.  At August 3, 2019,May 2, 2020, we had $467.8$390.0 million of borrowings outstanding under the 2018 Credit Agreement, while $16.1$9.5 million was committed to outstanding letters of credit, leaving $216.1$300.5 million available under the 2018 Credit Agreement.

Subsequent Event - Secured Equipment Term Note
On August 7, 2019, we entered into a $70$70.0 million term note agreement (“2019 Term Note”), which is secured by the equipment at our newApple Valley, California distribution center. The initial term of this note will expire2019 Term Note matures on May 7, 2024. We are required to make monthly payments on this amortizing note over itsthe term of the 2019 Term Note and are permitted to prepay, the notesubject to penalties, at any time. The interest rate on the note2019 Term Note is 3.3%. We usedIn connection with our entry into the funds from the secured note to pay down outstanding borrowings under the 2018 Credit Agreement that2019 Term Note, we previously used to fund the purchase and assemblypaid debt issuance costs of the equipment at our new California distribution center.$0.2 million.

Debt was recorded in our consolidated balance sheets as follows:
Instrument (In thousands)
 May 2, 2020 February 1, 2020
2019 Term Note $60,828
 $64,291
2018 Credit Agreement 390,000
 229,200
Total debt $450,828
 $293,491
Less current portion of long-term debt (included in Accrued operating expenses) $(14,144) $(14,027)
Long-term debt $436,684
 $279,464




NOTE 3 – FAIR VALUE MEASUREMENTS

In connection with our nonqualified deferred compensation plan, we had mutual fund investments of $32.6$28.7 million and $31.6$33.7 million at August 3, 2019May 2, 2020 and February 2, 2019,1, 2020, respectively, which were recorded in other assets. These investments were classified as trading securities and were recorded at their fair value. The fair values of mutual fund investments were Level 1 valuations under the fair value hierarchy because each fund’s quoted market value per share was available in an active market.

The fair values of our long-term obligations under the 2018 Credit Agreement are estimated based on the quoted market prices for the same or similar issues and the current interest rates offered for similar instruments. These fair value measurements are classified as Level 2 within the fair value hierarchy. Given the variable rate features and relatively short maturity of the instruments underlying our long-term obligations,the 2018 Credit Agreement, the carrying value of these instruments approximates their fair value.

The fair value of our long-term obligations under the 2019 Term Note are based on quoted market prices and are classified as Level 2 within the fair value hierarchy. The carrying value of the instrument approximates its fair value.

The carrying value of accounts receivable and accounts payable approximates fair value because of the relatively short maturity of these items.


NOTE 4 – LEASES

We determine if an arrangement contains a lease at inception of the agreement. Our leased property consists of our retail stores, our corporate office, and certain information technology, store security, and other office equipment. Certain of our store leases have rent escalations and/or have tenant allowances or other lease incentives, which are fixed in nature and included in our calculation of right-of-use assets. Certain of our store leases provide for contingent rents, which are recorded as variable costs and not included in our calculation of right-of-use assets. Many of our store leases obligate us to pay for our applicable portion of real estate taxes, CAM, and property insurance, which are recorded as variable costs and not included in our calculation of right-of-use assets, except for certain fixed CAM charges that are not variable. Many of our leases contain provisions for options to renew, extend the original term for additional periods, or terminate the lease if certain sales thresholds are not attained. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. Our lease agreements do not contain material residual value guarantees (excluding the synthetic lease arrangement discussed below), restrictions, or covenants.

In November 2017, we entered into a synthetic lease arrangement for a new distribution center in California. The term of this lease commenced in the second quarter of 2019 and will expire after five years. Under the prior accounting standard, this lease was accounted for as a capital lease due to certain construction period considerations; therefore, it was reflected in both our balance sheet and our future minimum lease obligations disclosure. As the lease commenced in the second quarter of 2019, we assessed the lease classification of the agreement and determined it was an operating lease under ASC 842; therefore, the lease is included in our operating lease right-of-use assets and operating lease liabilities in the below table as of August 3, 2019. The annual lease payments are approximately $7 million for the duration of the term. Additionally, this arrangement includes a residual value guarantee.

Leases were recorded in our consolidated balance sheets as follows:
LeasesBalance Sheet LocationAugust 3, 2019
Assets (In thousands)
OperatingOperating lease right-of-use assets$1,208,349
FinanceProperty and equipment - net80,578
Total right-of-use assets $1,288,927
Liabilities  
Current  
OperatingCurrent operating lease liabilities$239,592
FinanceAccrued operating expenses75,211
Noncurrent  
OperatingNoncurrent operating lease liabilities1,021,130
FinanceOther liabilities6,631
Total lease liabilities$1,342,564


The components of lease costs were as follows:
 Statements of Operations and Comprehensive Income LocationSecond Quarter Year-to-date
Lease cost2019 2019
  (In thousands)
Operating lease costSelling and administrative expenses$73,863
 $143,049
Finance lease cost    
Amortization of leased assetsDepreciation988
 1,976
Interest on lease liabilitiesInterest expense120
 252
Short-term lease costSelling and administrative expenses1,505
 3,083
Variable lease costSelling and administrative expenses87
 219
Total lease cost$76,563
 $148,579



Maturity of our lease liabilities at August 3, 2019, was as follows:
Fiscal YearOperating Leases Finance Leases
2019 (excluding the first and second quarters of 2019)$146,028
 $5,436
2020274,928
 74,713
2021239,318
 3,338
2022200,988
 610
2023166,300
 117
Thereafter415,526
 71
  Total lease payments$1,443,088
 $84,285
  Less amount to discount to present value$(182,366) $(2,443)
Present value of lease liabilities$1,260,722
 $81,842


During the second quarter of 2019, we exercised our option to initiate the purchase of our corporate headquarters property, which we are currently leasing. This contract modification required us to reassess our lease classification, and the reassessment resulted in a determination that the lease classification changed from an operating lease to a financing lease, which drove the significant increase in our total finance lease payment in the table above. We are committed to completing the purchase of the property by the beginning of the second quarter of 2020. Additionally, we have begun marketing for sale our currently operating California distribution center, which is being replaced by our newly leased California distribution center. We anticipate a significant amount of proceeds from the sale of our currently operating California distribution center.

Lease term and discount rate, for our operating leases, at August 3, 2019 were as follows:
August 3, 2019
Weighted average remaining lease term (years)6.8
Weighted average discount rate4.3%


Our weighted average discount rate represents our estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of either adoption of the standard or the period in which the lease term expectation was modified. Our finance leases, and the associated remaining lease term and discount rate, are insignificant, excluding our corporate headquarters property discussed above.

Disclosures Related to Periods Prior to Adoption of ASC 842, Leases
Under ASC 840, Leases, future minimum rental commitments for leases, excluding closed store leases, real estate taxes, CAM, and property insurance, and scheduled payments for all capital leases at February 2, 2019, were as follows:
Fiscal YearOperating Leases Capital Leases
2019 (full 12 months)$279,844
 $9,050
2020244,978
 10,815
2021204,362
 9,725
2022159,479
 6,992
2023120,023
 6,512
Thereafter310,474
 127,864
  Total lease payments$1,319,160
 $170,958
  Less amount to discount to present value  $(14,758)
Present value of lease liabilities  $156,200



NOTE 54 – SHAREHOLDERS’ EQUITY

Earnings per Share
There were no adjustments required to be made to the weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share. At August 3,May 2, 2020 and May 4, 2019, we excluded from securities outstanding for the computation of earnings per share, antidilutive stock options, restricted stock units, and performance share units, for which the minimum applicable performance conditions had not been attained as of August 3,May 2, 2020 and May 4, 2019, and antidilutiverespectively. For the first quarter of 2020, it was determined that an immaterial amount of stock options and restricted stock units. At August 4, 2018, thereoutstanding were no securities outstanding which were excluded from the computation of earnings per share other than antidilutive stock options, restricted stock units, and performance share units. For the second quarter of 2019 and 2018, there were 0.2 million and 0.1 million stock options, respectively, outstanding that were antidilutive, as determined under the treasury stock method, and excluded from the computation of diluted earnings. Thereearnings, and for the first quarter of 2019, there were 0.20.1 million stock options outstanding for the year-to-date 2019 that were antidilutive, and for the year-to-date 2018, antidilutive options outstanding were determined to be immaterial.antidilutive. Antidilutive stock options generally consist of outstanding stock options where the exercise price per share is greater than the weighted-average market price per share for our common shares for each period. Antidilutive stock options, restricted stock units and performance share units are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. The restricted stock units and performance share units that were antidilutive, as determined under the treasury stock method, were 0.5 million and 0.20.3 million for the secondfirst quarter of 20192020 and 2018, respectively. The restricted stock units and performance share units that were antidilutive, as determined under the treasury stock method, were 0.4 million and 0.1 million for the year-to-date 2019 and 2018, respectively.

Share Repurchase Programs
On March 6, 2019, our Board of Directors (“Board”) authorized a share repurchase program providing for the repurchase of $50 million of our common shares (“2019 Repurchase Program”). The 2019 Repurchase Program was exhausted during the secondfirst quarter of 2019.

During the second quarter of 2019, we acquired approximately 0.1 million of our outstanding common shares for $2.0 million under the 2019 Repurchase Program. During the year-to-date 2019, we acquired approximately 1.3 million of our outstanding common shares for $50.0 million under the 2019 Repurchase Program.

Dividends
The CompanyWe declared and paid cash dividends per common share during the quarterly periods presentedfirst quarter of 2020 as follows:
Dividends
Per Share
 Amount Declared Amount PaidDividends
Per Share
 Amount Declared Amount Paid
2019:  (In thousands) (In thousands)
2020:  (In thousands) (In thousands)
First quarter$0.30
 $12,206
 $13,197
$0.30
 $11,905
 $12,478
Second quarter$0.30
 $12,196
 $11,718
Total$0.60
 $24,402
 $24,915
$0.30
 $11,905
 $12,478
          


The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of restricted stock awards, restricted stock units and performance share units. The payment of future dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board.Board of Directors.


NOTE 65 – SHARE-BASED PLANS

We have issued nonqualified stock options, restricted stock awards, restricted stock units, and performance share units under our shareholder-approved equity compensation plans.  At May 2, 2020, the number of nonqualified stock options outstanding was immaterial. Our restricted stock units and performance share units, as described below, are expensed and reported as non-vested shares. We recognized share-based compensation expense of $4.2$3.0 million and $5.0$4.3 million in the secondfirst quarter of 2020 and the first quarter of 2019, and the second quarter of 2018, respectively, and $8.6 million and $17.2 million for the year-to-date 2019 and the year-to-date 2018, respectively.


Non-vested Restricted Stock Units
The following table summarizes the non-vested restricted stock units activity for the year-to-date 2019:first quarter of 2020:

Number of SharesWeighted Average Grant-Date Fair Value Per ShareNumber of SharesWeighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock units at February 2, 2019483,182
$46.50
Outstanding non-vested restricted stock units at February 1, 2020648,510
$38.52
Granted333,222
36.45
921,309
15.82
Vested(141,820)47.72
(239,856)43.07
Forfeited(20,418)42.73
(1,511)38.60
Outstanding non-vested restricted stock units at May 4, 2019654,166
$41.25
Granted46,487
27.86
Vested(12,509)40.74
Forfeited(9,110)40.43
Outstanding non-vested restricted stock units at August 3, 2019679,034
$40.35
Outstanding non-vested restricted stock units at May 2, 20201,328,452
$21.95


The non-vested restricted stock units granted in the year-to-date 2019first quarter of 2020 generally vest and are expensed on a ratable basis over three years from the grant date of the award, if certaina threshold financial performance objectives areobjective is achieved and the grantee remains employed by us through the vesting dates.

Non-vested Stock Units Granted to Non-Employee Directors
In the second quarter of 2019, 11,632 common shares underlying the restricted stock units granted in 2018 to the non-employee members of our Board vested on the trading day immediately preceding our 2019 Annual Meeting of Shareholders (“2019 Annual Meeting”). These units were part of the annual compensation to the non-employee members of the Board. Additionally, in the second quarter of 2019, the chairman of our Board received an annual restricted stock unit grant having a grant date fair value of approximately $210,000. The remaining non-employees elected to our Board at our 2019 Annual Meeting each received an annual restricted stock unit grant having a grant date fair value of approximately $145,000. The 2019 restricted stock units will vest on the earlier of (1) the trading day immediately preceding our 2020 Annual Meeting of Shareholders, or (2) the non-employee director’s death or disability.  However, the restricted stock units will not vest if the non-employee director ceases to serve on our Board before either vesting event occurs.

Performance Share Units
In the year-to-date 2019,first quarter of 2020, we awarded performance share units (“RPSUs”) to certain members of senior management, which vest based on the achievement of share price performance goals and a minimum service requirement of one year. The RPSUs have a contractual term of three years. We use a Monte Carlo simulation to estimate the fair value of the RPSUs on the grant date and recognize expense over the derived service period. If the share price performance goals applicable to the RPSUs are not achieved prior to expiration, the unvested portion of the awards will be forfeited. Shares issued in connection with vested RPSUs are generally restricted from sale, transfer, or other disposition prior to the third anniversary of the grant date except under certain circumstances, such as death, disability, or change in control.

Prior to 2020, we issued performance share units (“PSUs”) to certain members of management, which will vest if certain financial performance objectives are achieved over a three-year performance period and the grantee remains employed by us during the performance period. TheTypically, the financial performance objectives for each fiscal year within the three-year performance period will beare approved by the Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year. For the first quarter of 2020, due to the lack of business visibility resulting from the COVID-19 pandemic, the Compensation Committee chose to defer establishment of the 2020 performance objectives until later in the fiscal year.

As a result of the process used to establish the financial performance objectives, we will only meet the requirements for establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period.

As a result of the Compensation Committee’s decision to defer establishment of the 2020 performance objectives for PSUs, the financial performance objectives for the third fiscal year of the PSUs issued in 2018 were not established in the first quarter of 2020 and the grant date for the 2018 PSUs has not been established. We expect the grant date for the 2018 PSUs to be established when the Compensation Committee establishes the 2020 PSU performance objectives.


We have begun or expect to begin recognizing expense related to PSUs and RPSUs as follows:
Issue YearOutstanding PSUs at August 3, 2019Actual Grant DateExpected Valuation (Grant) DateActual or Expected Expense PeriodOutstanding PSUs and RPSUs at May 2, 2020Actual Grant DateExpected Valuation (Grant) DateActual or Expected Expense Period
20166,775
March 2018 Fiscal 2018
2017205,420
March 2019 Fiscal 2019
2018219,378
 March 2020Fiscal 2020191,020

August 2020Fiscal 2020
2019317,832
 March 2021Fiscal 2021338,528
 March 2021Fiscal 2021
2020408,340
April 2020
Fiscal 2020 - 2021
Total749,405
 937,888
 



The number of shares to be distributed upon vesting of the PSUs depends on the average performance attained during the three-year performance period compared to the performance targets established by the Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of PSUs granted, as defined in the award agreement. At August 3, 2019, we estimateDuring the attainmentfirst quarter of an average performance that is lower than the targets established for2020, the PSUs issued in 2017 but abovevested with an average performance attainment lower than the minimum attainment for vesting. Wetargets established. During the first quarters of 2020 and 2019, we recognized $1.0$0.4 million and $2.6$1.2 million in the second quarter of 2019 and 2018, respectively, and $2.2 million and $11.2 million in the year-to-date 2019 and 2018, respectively, of share-based compensation expense related to PSUs.PSUs, respectively.

The following table summarizes the activity related to PSUs and RPSUs for the year-to-date 2019:first quarter of 2020:
Number of UnitsWeighted Average Grant-Date Fair Value Per ShareNumber of UnitsWeighted Average Grant-Date Fair Value Per Share
Outstanding PSUs at February 2, 2019282,083
$55.67
Outstanding PSUs and RPSUs at February 1, 2020181,922
$31.89
Granted217,518
31.89
408,340
11.70
Vested(275,308)55.67
(181,062)31.89
Forfeited(8,144)31.89
(860)31.89
Outstanding PSUs at May 4, 2019216,149
$32.51
Granted

Vested

Forfeited(3,954)31.89
Outstanding PSUs at August 3, 2019212,195
$32.52
Outstanding PSUs and RPSUs at May 2, 2020408,340
$11.70


Stock Options
The following table summarizes stock option activity for the year-to-date 2019:

Number of OptionsWeighted Average Exercise Price Per ShareWeighted Average Remaining Contractual Term (years)Aggregate Intrinsic Value (000's)
Outstanding stock options at February 2, 2019237,501
$38.30
  
Exercised(6,250)32.04
  
Forfeited(77,500)43.85
  
Outstanding stock options at May 4, 2019153,751
$35.76
0.9$288
Exercised

  
Forfeited

  
Outstanding stock options at August 3, 2019153,751
$35.76
0.6$
Vested or expected to vest at August 3, 2019153,751
$35.76
0.6$
Exercisable at August 3, 2019153,751
$35.76
0.6$


The stock options granted in prior years vest in equal amounts on the first four anniversaries of the grant date and have a contractual term of seven years.

The following activity occurred under our share-based plans during the respective periods shown:
Second Quarter Year-to-DateFirst Quarter
(In thousands)20192018 201920182020 2019
Total intrinsic value of stock options exercised$
$
 $42
$8
$
 $42
Total fair value of restricted stock vested341
943
 5,383
18,188
4,040
 5,042
Total fair value of performance shares vested$
$109
 $9,706
$12,792
$924
 $9,706



The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2018 and 2019, at August 3, 2019May 2, 2020 was approximately $20.9$29.6 million.  This compensation cost is expected to be recognized through March 2022April 2023 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 2.02.2 years from August 3, 2019.May 2, 2020.

NOTE 76 – INCOME TAXES

We have estimated the reasonably possible expected net change in unrecognized tax benefits through May 2, 2020, based on (1) expected cash and noncash settlements or payments of uncertain tax positions, and (2) lapses of the applicable statutes of limitations for unrecognized tax benefits.  The estimated net decrease in unrecognized tax benefits for the next 12 months is approximately $5.0$4.0 million.  Actual results may differ materially from this estimate.


NOTE 87 – CONTINGENCIES

California Wage and Hour Matters
We currently are defending fournumerous purported wage and hour class actions and several individual representative actions in California, the vast majority of which have been brought since January 2018.California. The cases were brought by various current and/or former California associates alleging various violations of California wage and hour laws. Upon furtherDuring the first quarter of 2019, upon consideration of these matters, including outcomes of cases against other retailers, during the first quarter of 2019, we determined a loss from these matters was probable and we increased our accrual for litigation by recording a $7.3 million charge as our best estimate for these matters in aggregate. Since the end of the first quarter of 2019, we reached tentative settlements in each of the class actions, subjectWe intend to final documentation and court approval. We intendcontinue to defend ourselves vigorously against the allegations levied in the remainingthese lawsuits. We believe the existing accrual for litigation remains appropriate.

Other Matters
We are involved in other legal actions and claims arising in the ordinary course of business. We currently believe that each such action and claim will be resolved without a material effect on our financial condition, results of operations, or liquidity. However, litigation involves an element of uncertainty. Future developments could cause these actions or claims to have a material effect on our financial condition, results of operations, and liquidity.

NOTE 9 – RESTRUCTURING COSTS

In March 2019, we announced a transformational restructuring initiative to both drive growth in our net sales and reduce costs within our business. We expect to generate costs savings from this initiative through improved markdown and merchandise management, reduced management layers, optimization of store labor, improved efficiencies in our supply chain, and reduced centralized costs. As we implement this initiative, we have incurred upfront costs, including employee severance costs and consultancy fees, and made payments to execute the initiative.

We incurred $15.3 million in costs associated with our transformational restructuring initiative during the first quarter of 2019, which were recorded in selling and administrative expenses. We incurred an additional $19.5 million in costs associated with our transformational restructuring initiative during the second quarter of 2019. We estimate that we will incur an additional $1 million to $5 million in costs during the remainder of 2019 related to our transformational restructuring initiative, which will principally be focused on consultancy fees.

The changes in our liabilities associated with severance and postemployment benefits, which are recorded in accrued operating expenses, during the year-to-date 2019 were as follows (in thousands):
Balance at February 2, 2019 $
Charges 7,253
Payments (803)
Other 
Balance at May 4, 2019 $6,450
Charges 7,344
Payments (1,882)
Other (1,182)
Balance at August 3, 2019 $10,730



NOTE 108 – BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which matchare consistent with our internal management and reporting of merchandise net sales: Food, Consumables, Soft Home, Hard Home, Furniture, Seasonal, and Electronics, Toys, & Accessories. The Food category includes our beverage & grocery, candy & snacks, and specialty foods departments. The Consumables category includes our health, beauty and cosmetics, plastics, paper, chemical, and pet departments. The Soft Home category includes the home décor, frames, fashion bedding, utility bedding, bath, window, decorative textile, home organization and area rugs departments. The Hard Home category includes our small appliances, table top, food preparation, stationery, greeting cards, and home maintenance departments. The Furniture category includes our upholstery, mattress, ready-to-assemble, and case goods departments. The Seasonal category includes our lawn & garden, summer, Christmas, and other holiday departments. The Electronics, Toys, & Accessories category includes our electronics, jewelry, hosiery, apparel, and toys departments.

We periodically assess, and makepotentially enact minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

The following table presents net sales data by merchandise category:
  Second Quarter Year-to-Date
(In thousands) 2019 2018 2019 2018
Furniture $303,358
 $271,172
 $687,255
 $627,573
Seasonal 246,106
 241,972
 429,597
 417,573
Consumables 196,955
 192,701
 383,457
 378,735
Soft Home 190,767
 182,796
 399,904
 382,522
Food 169,157
 174,511
 350,282
 363,935
Hard Home 81,891
 91,955
 163,751
 179,641
Electronics, Toys, & Accessories 64,180
 67,062
 133,964
 140,173
  Net sales $1,252,414
 $1,222,169
 $2,548,210
 $2,490,152


NOTE 11 – DERIVATIVE INSTRUMENTS

We enter into derivative instruments, particularly collar contracts designed to mitigate our risk associated with market fluctuations in diesel fuel prices. These contracts are used strictly to limit our risk exposure and not as speculative transactions. Our derivative instruments associated with diesel fuel do not meet the requirements for cash flow hedge accounting. Therefore, our derivative instruments associated with diesel fuel will be marked-to-market to determine their fair value and the associated gains and losses will be recognized currently in other income (expense) on our consolidated statements of operations and comprehensive income.

Our outstanding derivative instrument contracts were comprised of the following:
(In thousands)August 3, 2019 February 2, 2019
Diesel fuel collars (in gallons)5,400
 7,200


The fair value of our outstanding derivative instrument contracts was as follows:
(In thousands) Assets (Liabilities)
Derivative InstrumentBalance Sheet LocationAugust 3, 2019 February 2, 2019
Diesel fuel collarsOther current assets$308
 $523
 Other assets455
 203
 Accrued operating expenses(475) (586)
 Other liabilities(821) (825)
Total derivative instruments$(533) $(685)
  First Quarter
(In thousands) 2020 2019
Furniture $415,700
 $383,897
Consumables 237,241
 186,502
Soft Home 229,823
 209,138
Food 203,819
 181,125
Seasonal 196,321
 183,491
Hard Home 81,167
 81,860
Electronics, Toys, & Accessories 75,078
 69,783
Net sales $1,439,149
 $1,295,796



The effect of derivative instruments on the consolidated statements of operations and comprehensive income was as follows:
  Amount of Gain (Loss)
(In thousands) Second Quarter Year-to-Date
Derivative InstrumentStatements of Operations and Comprehensive Income Location2019 2018 2019 2018
Diesel fuel collars        
RealizedOther income (expense)$22
 $118
 $(25) $125
UnrealizedOther income (expense)(819) 33
 153
 562
Total derivative instruments$(797) $151
 $128
 $687


The fair values of our derivative instruments are determined using observable inputs from commonly quoted markets. These fair value measurements are classified as Level 2 within the fair value hierarchy.


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

The Private Securities Litigation Reform Act of 1995 (“Act”) provides a safe harbor for forward-looking statements to encourage companies to provide prospective information, so long as those statements are identified as forward-looking and are accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those discussed in the statements. We wish to take advantage of the “safe harbor” provisions of the Act.

Certain statements in this report are forward-looking statements within the meaning of the Act, 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, developments related to the COVID-19 coronavirus pandemic, the current economic and credit conditions, 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 report 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.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements whether as a result of new information, future events or otherwise. Readers are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.


OVERVIEW

The discussion and analysis presented below should be read in conjunction with the accompanying consolidated financial statements and related notes.  Each term defined in the notes has the same meaning in this item and the balance of this report.

The following are the results from the secondfirst quarter of 20192020 that we believe are key indicators of our operating performance when compared to our operating performance from the secondfirst quarter of 2018:2019:

Net sales increased $30.2$143.4 million, or 2.5%11.1%.
Comparable store sales, forincluding stores open at least fifteen months includingand e-commerce, increased $14.4$126.3 million, or 1.2%10.3%.
Gross margin dollars increased $6.8$51.8 million, while gross margin rate declined 40 basis points to 39.8%39.7% of net sales.
Selling and administrative expenses increased $28.4decreased $2.0 million.  As a percentage of net sales, selling and administrative expenses increased 140decreased 360 basis points to 36.3%31.9% of net sales.
Operating profit rate decreased 170increased 320 basis points to 1.1%5.2%.
Diluted earnings per share decreasedincreased to $0.16$1.26 per share from $0.59$0.39 per share.
Inventory increaseddecreased by 2.3%,13.0% or $19.9$120.4 million to $874.1$806.6 million from the secondfirst quarter of 2018.2019.
We declared and paid a quarterly cash dividend in the amount of $0.30 per common share in the secondfirst quarter of 20192020, which was consistent with the quarterly cash dividend of $0.30 per common share paid in the secondfirst quarter of 2018.2019.

See the discussion and analysis below for additional details regarding our operating results.

STORES

The following table presents stores opened and closed during the year-to-date 2019first quarter of 2020 and the year-to-date 2018:first quarter of 2019:
 20192018 20202019
Stores open at the beginning of the fiscal yearStores open at the beginning of the fiscal year1,401
1,416
Stores open at the beginning of the fiscal year1,404
1,401
Stores opened during the periodStores opened during the period29
5
Stores opened during the period6
9
Stores closed during the periodStores closed during the period(19)(6)Stores closed during the period(6)(6)

Stores open at the end of the period1,411
1,415
Stores open at the end of the period1,404
1,404

We expect our store count at the end of 2020 to open approximately 52 stores and close approximately 47 stores duringbe consistent with our store count at the end of 2019.

RESULTS OF OPERATIONS

The following table compares components of our consolidated statements of operations and comprehensive income as a percentage of net sales at the end of each period:
Second QuarterYear-to-DateFirst Quarter
201920182019201820202019
Net sales100.0 %100.0 %100.0 %100.0 %100.0 %100.0 %
Cost of sales (exclusive of depreciation expense shown separately below)60.2
59.8
60.1
59.7
60.3
59.9
Gross margin39.8
40.2
39.9
40.3
39.7
40.1
Selling and administrative expenses36.3
34.9
35.9
34.7
31.9
35.5
Depreciation expense2.4
2.5
2.5
2.4
2.6
2.5
Operating profit1.1
2.8
1.5
3.2
5.2
2.0
Interest expense(0.4)(0.2)(0.3)(0.2)(0.2)(0.3)
Other income (expense)(0.1)0.0
0.0
0.0
(0.2)0.1
Income before income taxes0.6
2.6
1.2
3.1
4.7
1.8
Income tax expense0.1
0.6
0.4
0.8
1.3
0.6
Net income0.5 %2.0 %0.9 %2.2 %3.4 %1.2 %


SECONDFIRST QUARTER OF 20192020 COMPARED TO SECONDFIRST QUARTER OF 20182019

Net Sales
Net sales by merchandise category (in dollars and as a percentage of total net sales), net sales change (in dollars and percentage), and comparable store sales (“comp” or “comps”) in the secondfirst quarter of 20192020 compared to the secondfirst quarter of 20182019 were as follows:
Second Quarter
First QuarterFirst Quarter  
($ in thousands)2019 2018 Change Comps2020 2019 Change Comps
Furniture$303,358
24.2% $271,172
22.2% $32,186
11.9 % 9.1 %$415,700
28.9% $383,897
29.6% $31,803
8.3 % 6.2 %
Seasonal246,106
19.7
 241,972
19.8
 4,134
1.7
 0.8
Consumables196,955
15.7
 192,701
15.8
 4,254
2.2
 1.9
237,241
16.5
 186,502
14.4
 50,739
27.2
 27.3
Soft Home190,767
15.2
 182,796
14.9
 7,971
4.4
 2.9
229,823
16.0
 209,138
16.1
 20,685
9.9
 9.1
Food169,157
13.6
 174,511
14.3
 (5,354)(3.1) (3.3)203,819
14.2
 181,125
14.0
 22,694
12.5
 12.4
Seasonal196,321
13.6
 183,491
14.2
 12,830
7.0
 6.4
Hard Home81,891
6.5
 91,955
7.5
 (10,064)(10.9) (11.6)81,167
5.6
 81,860
6.3
 (693)(0.8) (1.0)
Electronics, Toys, & Accessories64,180
5.1
 67,062
5.5
 (2,882)(4.3) (6.4)75,078
5.2
 69,783
5.4
 5,295
7.6
 9.0
Net sales$1,252,414
100.0% $1,222,169
100.0% $30,245
2.5 % 1.2 %$1,439,149
100.0% $1,295,796
100.0% $143,353
11.1 % 10.3 %
 
We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.

Net sales increased $30.2$143.4 million, or 2.5%11.1%, to $1,252.4$1,439.1 million in the secondfirst quarter of 2019,2020, compared to $1,222.2$1,295.8 million in the secondfirst quarter of 2018.2019.  The increase in net sales was partlyprimarily driven by a 1.2%10.3% increase in our comps, which increased net sales by $14.4$126.3 million. Additionally, our non-comparable store sales increased net sales by $15.8 million. While we experienced a net decrease of four stores at the end of the second quarter of 2019 compared to the number of stores open at the end of the second quarter of 2018, the productivity$17.1 million, driven by increased sales of our new and relocated stores has significantly outperformed the productivity of the stores we closed.compared to closed stores. Our comps are calculated based on the results of all stores that were open at least fifteen months plus the results of our e-commerce net sales.

OurOverall, we experienced a favorable impact to net sales during the first quarter of 2020 due to our position as an “essential retailer” during the COVID-19 coronavirus pandemic. The first quarter of 2020 began with a slow start as net sales for February 2020 were below the prior year and we believe that much of that decrease was attributable to the timing of tax refunds. However, in March 2020, we experienced a significant increase in demand for “Essential Products,” which we define as food, consumables, health products, and pet supplies, with the primary impact in our Food and Consumables merchandise categories, as concern over the COVID-19 coronavirus grew and customers began stocking up on Essential Products. Net sales in early April 2020 decreased compared to early April 2019 as a result of our decision to cancel a Friends and Family promotion and close our stores for the Easter holiday in response to the COVID-19 coronavirus pandemic. From the middle of April 2020 through the end of the first quarter of 2020, we experienced a surge in demand for products in our Furniture, Seasonal, and Soft Home merchandise categories, which corresponded with the release of government stimulus and unemployment funds under the Coronavirus Aid, Relief, and Economic Security (CARES) Act of 2020, in addition to continued demand for Essential Products. Additionally, we believe our net sales in the first quarter of 2020 were favorably impacted by a decrease in competition compared to the first quarter of 2019, as certain of our competitors were closed due to the COVID-19 coronavirus pandemic.

Throughout the COVID-19 coronavirus pandemic, our stores have remained open and operating, with the exception of a small number of temporary closures for cleaning. At May 2, 2020, approximately 171 of our stores were operating with shortened store hours due to local curfews, safety concerns, and/or adjusted shopping center hours. Additionally, at May 2, 2020, approximately 26 of our stores were subject to government-mandated selling restrictions that limit our sales to Essential Products. We believe the impact of shortened operating hours and selling restrictions was immaterial to our results for the first quarter of 2020 and that the impact of shortened operating hours and selling restrictions will be immaterial to the remainder of 2020.


The Furniture, Consumables, Soft Home, Food, Seasonal, and Electronics, Toys, & Accessories merchandise categories generated increased net sales and positive comps in the secondfirst quarter of 20192020 compared to the secondfirst quarter of 2018:2019:

OurThe Furniture category experienced increases in net sales and comps during the second quarter of 2019, primarily driven by the upholstery, case goods, and mattresses departments. The newness in the upholstery and case goods departments continue to appeal to Jennifer, our core customer.
Our Seasonal category experienced increased net sales and comps during the first quarter of 2020, driven by a surge in demand following the summerrelease of government stimulus and lawn & garden departments, resulting from enhanced qualityunemployment funds in mid-April 2020. Additionally, our customers have continued to respond positively to our new brand-name mattress assortment launched in the third quarter of 2019 and our new Broyhill® furniture assortment, range, as well as pricing and promotional changes that were implemented due to challenging weather duringwhich we soft launched in the early portion of the secondfourth quarter of 2019.
The increased comps and net sales and comps in our Soft Homethe categoryConsumables and Food categories were primarily attributable todriven by high demand for Essential Products during the home décor, home organization, and flooring departments, as we gradually expand our space allocation in this category through our store of the future conversions.COVID-19 coronavirus pandemic.
OurThe ConsumablesSoft Home category experienced increases in bothincreased net sales and comps during the first quarter of 2020, driven by housekeeping, paper, pet,an increase in demand following the mid-April 2020 release of government stimulus and unemployment funds. Additionally, our health, beauty,Soft Home category benefited from a favorable response to our new Broyhill® assortment.
The Seasonal category experienced increased net sales and cosmeticscomps during the first quarter of 2020, primarily driven by our summer and lawn & garden departments as the release of government stimulus and unemployment funds in mid-April 2020 fueled sales of high-ticket items such as patio furniture. Additionally, our lawn & garden department benefited from our new Broyhill® patio assortment introduced in the first quarter of 2020.
The increased net sales and positive comps in Electronics, Toys, & Accessories was primarily driven by our apparel and toys departments. The housekeeping department increase was heavily impactedincreased sales and comps in apparel were driven by a new everyday assortmentgraphic tees, which were introduced to our stores late in the fourth quarter of 2019. The increased sales and branded products.comps in toys were primarily driven by promotional activity during the first quarter of 2020.

The increase in net sales and positive comps in our Furniture, Seasonal,Consumables, Soft Home, Food, Seasonal, and ConsumablesElectronics, Toys, & Accessories merchandise categories were partiallyslightly offset by negative net sales and comps in our Food, Hard Home Electronics, Toys & Accessories merchandise categories:
Our Food category experienced decreases in comps and net sales primarily driven by competitive pressures on our staple food offerings. Though our comp in Food was negative in the second quarter of 2019, it did improve compared to the first quarter of 2019 as we gradually started to experience the impact of our merchandise category reset that occurred prior to the beginning of the second quarter of 2019.


Our Hard Home and Electronics, Toys, & Accessoriescategories experienced decreases in net sales and negative comps primarily due to intentionally narrowed assortments, as we gradually reduce our space allocation from these categories through our store of the future conversions. Additionally, Hard Home was impacted by the liquidation of our greetingscategory. Hard Home experienced decreased net sales and negative comps as a result of space reductions and an intentionally narrowed assortment, and the exit from our greeting card offering during the second quarter of 2019.

Gross Margin
Gross margin dollars increased $6.8$51.8 million, or 1.4%10.0%, to $498.2$570.8 million for the secondfirst quarter of 2019,2020, compared to $491.4$519.0 million for the secondfirst quarter of 2018.2019. The increase in gross margin dollars was primarily due to an increase in net sales, which increased gross margin dollars by $12.2$57.4 million. Gross margin as a percentage of net sales decreased 40 basis points to 39.8%39.7% in the secondfirst quarter of 20192020 as compared to 40.2%40.1% in the secondfirst quarter of 2018.2019. The gross margin rate decrease was primarily due to product mix resulting from increased sales of Essential Products, which have a lower average gross margin rate, and a higher markdownshrink rate from promotional selling, which wasduring the first quarter of 2020, partially offset by the absence of a higher initial mark-up compared to$6.0 million impairment of inventory in our greeting cards department recorded in the secondfirst quarter of 2018.2019.

Selling and Administrative Expenses
Selling and administrative expenses were $455.0$458.6 million for the secondfirst quarter of 2019,2020, compared to $426.6$460.6 million for the secondfirst quarter of 2018.2019.  The increasedecrease of $28.4$2.0 million in selling and administrative expenses was driven by $19.5the absence of $15.3 million in costs incurred for our transformational restructuring initiative in the first quarter of 2019 and the absence of a $7.3 million loss contingency recorded in the first quarter of 2019 associated with wage and hour claims in the State of California, partially offset by an increase of $7.2 million in distribution and transportation costs, store-related payroll of $4.0 million, store occupancy costs of $4.0 million, employee retirement and separation costs of $3.9 million, and proxy contest related costs of $3.7 million in the first quarter of 2020. The costs associated with our transformational restructuring initiative announced in the first quarter of 2019, store-related occupancy costs of $8.5 million, and $4.1 million in accrued bonus expense, partially offset by a decrease in self-insurance costs of $2.4 million and store-related payroll of $1.5 million. The costs associated with our transformational restructuring consisted of consulting expenses and employee separation costs focused in our store organization, incurred during the secondfirst quarter of 2019. In the first quarter of 2019, we accrued estimated legal loss contingencies associated with employee class actions in the state of California of $7.3 million. The increase in distribution and transportation expenses were primarily due to the transition from our Rancho Cucamonga, California distribution center to our new Apple Valley, California distribution center, which was completed during early 2020. Additionally, implementation of a $2 per hour wage increase for most of our non-exempt workforce during the COVID-19 coronavirus pandemic increased distribution and transportation expenses and store-related payroll in the first quarter of 2020. Store-related occupancy costs increased indue to new stores opened since the secondfirst quarter of 2019, primarily due towhich have higher rents than the impact of the adoption of a new lease accounting standard,stores closed, and normal rent increases for stores that we renewed in late 2018, and the impact of a few early store closings.resulting from lease renewals. The increase in accrued bonus expenseemployee retirement and separation costs was primarily driven by stronger performancethe retirement and separation of senior executives. The proxy contest related costs were comprised of legal, public relations, and advisory fees, and settlement costs incurred to resolve a proxy contest in the secondfirst quarter of 2019 relative to our quarterly and annual operating plans as compared to our performance in the second quarter of 2018 relative to our quarterly and annual operating plans. Self-insurance costs decreased in the second quarter of 2019 primarily as a result of lower workers' compensation and general liability claims. The decrease in store-related payroll in the second quarter of 2019 is primarily due to a reduction in the volume of inventory receipts at our stores, along with a net decrease of 4 stores since the end of the second quarter of 2018.2020.

As a percentage of net sales, selling and administrative expenses increased 140decreased 360 basis points to 36.3%31.9% for the secondfirst quarter of 20192020 compared to 34.9%35.5% for the secondfirst quarter of 2018.2019.


Depreciation Expense
Depreciation expense decreased $0.5increased $4.9 million to $30.0$37.7 million in the secondfirst quarter of 2019,2020, compared to $30.5$32.8 million for the secondfirst quarter of 2018.2019. Depreciation expense as a percentage of sales decreasedincreased 10 basis points compared to the secondfirst quarter of 2018.2019. The decreaseincrease was driven primarily by a changeinvestments in our accounting estimate onApple Valley, California distribution center, new store build-outs, and Store of the useful livesFuture remodels, and the acquisition of our leasehold improvements, fixtures, and equipment. We extended our estimated useful lives on stores that we have converted to our store of the future concept to more accurately reflect our expected usage period and average remaining lease term. The decrease in expense was partially offset by our continued investment in our store of the future concept, through both remodels and new stores.corporate headquarters.

Interest Expense
Interest expense was $4.6$3.3 million in the secondfirst quarter of 2019,2020, compared to $2.4$3.7 million in the secondfirst quarter of 2018.2019. The increasedecrease in interest expense was driven by botha lower average interest rate on our revolving debt under the 2018 Credit Agreement, partially offset by higher total average borrowings (including finance leases). The average interest rate on our revolving debt, which is variable based on LIBOR and an increaseour credit rating, decreased due to a significant decline in interest ratesthe LIBOR rate in the first quarter of 2020 as a result of the COVID-19 coronavirus pandemic, partially offset by the impact of a decrease in our credit rating during the past 12 months.first quarter of 2020. We had total average borrowings (including financing and capitalfinance leases) of $482.1$452.8 million in the secondfirst quarter of 20192020 compared to total average borrowings of $291.6$428.8 million in the secondfirst quarter of 2018.2019. The increase in total average borrowings (including finance leases) was driven by an increaseour decision in the first quarter of $195.32020 to draw approximately $200 million in our average revolving debt balanceof additional borrowings under the 2018 Credit Agreement as a safeguard due to uncertainty caused by the COVID-19 coronavirus pandemic, which was driven by beginningwere held in Cash and Cash Equivalents at May 2, 2020. Additionally, our entry into the 2019 with a debt balance that was $174.3 million higher than the beginning of 2018. TheTerm Note increased debt balance was principally driven by elevated capital expenditures during the past twelve months. Theour total average interest rate on our revolving debt was impacted by increasesborrowings (including finance leases) in the LIBOR rate, as our 2011 Credit Agreement was and our 2018 Credit Agreement is, variable based on LIBOR, and a lowering of our credit rating in the fourthfirst quarter of 2018.2020 by $62.0 million.

Other Income (Expense)
Other income (expense) was $(0.8)$(3.3) million of expense in the secondfirst quarter of 2019,2020, compared to $0.1$0.9 million of income in the secondfirst quarter of 2018.2019. The change was primarily driven by unrealized losses on our diesel fuel hedging contracts, as we recognized unrealized losses in the second quarter of 2019,derivatives due to a decreasesharp decline in current and forward diesel fuel prices.prices in the first quarter of 2020 as a result of the COVID-19 coronavirus pandemic.


Income Taxes
The effective income tax rate for the secondfirst quarter of 2020 and the first quarter of 2019 was 27.2% and the second quarter of 2018 was 21.1% and 24.6%31.9%, respectively. The decrease in the effective income tax rate was primarily attributable to an increase in favorable state tax settlement activities partially offset by an increase in nondeductible expenses. Additionally, the effective income tax rate in the second quarter of 2019 was impacted by the lower overall income before income taxes as compared to the second quarter of 2018.

YEAR-TO-DATE 2019 COMPARED TO YEAR-TO-DATE 2018

Net Sales
Net sales by merchandise category (in dollars and as a percentage of total net sales) in the year-to-date 2019 and the year-to-date 2018, and the change in net sales (in dollars and percentage) and the change in comps (in percentage) from the year-to-date 2019 compared to the year-to-date 2018 were as follows:
Year-to-Date
($ in thousands)2019 2018 Change Comps
Furniture$687,255
27.0% $627,573
25.2% $59,682
9.5 % 7.3 %
Seasonal429,597
16.9
 417,573
16.8
 12,024
2.9
 2.1
Soft Home399,904
15.7
 382,522
15.4
 17,382
4.5
 3.4
Consumables383,457
15.0
 378,735
15.2
 4,722
1.2
 1.2
Food350,282
13.7
 363,935
14.6
 (13,653)(3.8) (3.7)
Hard Home163,751
6.4
 179,641
7.2
 (15,890)(8.8) (9.3)
Electronics, Toys, & Accessories133,964
5.3
 140,173
5.6
 (6,209)(4.4) (6.2)
  Net sales$2,548,210
100.0% $2,490,152
100.0% $58,058
2.3 % 1.4 %

Net sales increased $58.1 million, or 2.3%, to $2,548.2 million in the year-to-date 2019, compared to $2,490.2 million in the year-to-date 2018.  The increase in net sales was principally due to a 1.4% increase in comps, which increased net sales by $32.6 million. In addition, the productivity of our new and relocated stores, notwithstanding the net decrease of four stores since the end of the second quarter of 2018, increased net sales by $25.5 million.

Our Furniture, Seasonal, Soft Home, and Consumables merchandise categories generated increased net sales and positive comps in the year-to-date 2019 compared to the year-to-date 2018:
Our Furniture category experienced increases in net sales and comps during the year-to-date 2019, primarily driven by the case goods, upholstery, and mattresses departments. Our core customer, Jennifer, continued to respond to our newness of trend-right products, particularly in upholstery and case goods. Additionally, we continue to experience growth and acceptance of our lease-to-own finance offering.
Our Seasonal category experienced increased net sales and comps, specifically in the summer and lawn & garden departments, despite weather challenges during the early portion of the second quarter of 2019. These increases were attributable to improved quality and expansion of assortment along with more aggressive promotional activity.
The increased net sales and comps in our Soft Home category were primarily attributable to the home décor, flooring, bath, and home organization departments, reflecting continued improvement in quality, assortment, and value, captured in the expanded space allocation in our store of the future conversions.
Consumables had slight increases in both net sales and comps, mainly driven by housekeeping and the health, beauty, and cosmetics departments. The housekeeping department increase was heavily impacted by a new branded everyday assortment.

The increase in net sales and positive comps in our Furniture, Seasonal, Soft Home, and Consumables merchandise categories were partially offset by negative net sales and comps in our Food, Hard Home, and Electronics, Toys, & Accessories merchandise categories:
Food experienced decreases in comps and net sales primarily driven by competitive pressures on our staple food offerings. We performed a category reset at the end of the first quarter of 2019 looking to generate a trend change during the balance of the year, and our comp slightly improved from the first quarter of 2019 to the second quarter of 2019.
The negative comps and decreased net sales in Hard Home was due to gradual space reduction as we convert stores to our store of the future concept and the liquidation of our greeting card offering during the second quarter of 2019, partially offset by positive comps in our tabletop department.

Our Electronics, Toys, & Accessories category has experienced reduced net sales due to an intentionally narrowed assortment, particularly in our electronics department.

For the third quarter of 2019, we expect comparable store sales to be approximately flat, while we expect net sales to increase as we expect to continue to experience higher productivity from our new and relocated stores.

Gross Margin
Gross margin dollars increased $13.9 million, or 1.4%, to $1,017.3 million for the year-to-date 2019, compared to $1,003.4 million for the year-to-date 2018.  The increase in gross margin dollars was principally due to an increase in net sales, which increased gross margin dollars by $23.4 million. Gross margin as a percentage of net sales decreased 40 basis points to 39.9% in the year-to-date 2019, compared to 40.3% in the year-to-date 2018. The gross margin rate decrease was primarily the result of a $6.0 million impairment of inventory in our greeting cards department, which we chose to exit, in the first quarter of 2019, and a higher markdown rate from increased promotional activities in the second quarter of 2019. The decrease in gross margin rate was partially offset by a higher initial mark-up compared to the year-to-date 2018.

For the third quarter of 2019, we anticipate our gross margin rate will be slightly lower than the third quarter of 2018 principally due to both higher expected markdowns, associated with the slightly elevated summer and lawn & garden inventory position with which we entered the third quarter of 2019 compared to the third quarter of 2018, and therelative impact of tariffs on our cost of merchandise.

Selling and Administrative Expenses
Selling and administrative expenses were $915.6 million for the year-to-date 2019, compared to $864.7 million for the year-to-date 2018. The increase of $50.9 million in selling and administrative expenses was attributable to $34.8 million in costs associated with our transformational restructuring initiative announced in March 2019, store-related occupancy costs of $14.1 million, $12.1 million in accrued bonus expense, and $7.3 million in estimated costs associated with employee wage and hour claims brought against us in the state of California, partially offset by a decrease in self-insurance costs of $7.3 million, as well as the impact during the year-to-date 2018 of both the retirement of our former chief executive officer of $7.0 million and the $3.5 million in charges we incurred related to the settlement of shareholder and derivative litigation matters filed in 2012. The costs associated with our transformational restructuring consisted of consulting expenses and employee separation costs, relating to our corporate headquarters and our store organization incurred during the first and second quarters of 2019, respectively. The increase in accrued bonus expense was driven by stronger performance in the year-to-date 2019 relative to our quarterly and annual operating plans as compared to our performance in the year-to-date 2018 relative to our quarterly and annual operating plans. Store-related occupancy costs increased in the year-to-date 2019 primarily due to the impact of the adoption of a new lease accounting standard, the impact of rent associated with leases acquired through bankruptcy proceedings in locations that generated rent expense beginning in the first quarter of 2019, but did not open until the second quarter of 2019 or will open during the third quarter of 2019, normal rent increases for stores that we renewed in late 2018, and the impact of a few early store closings. The decrease in our self-insurance costs resulted from a decrease of workers' compensation and medical claims in year-to-date 2019 compared to year-to-date 2018.

As a percentage of net sales, selling and administrative expenses increased 120 basis points to 35.9% for the year-to-date 2019 compared to 34.7% for the year-to-date 2018.

During the third quarter of 2019, we anticipate that our selling and administrative expenses as a percentage of net sales will be lower in comparison to the third quarter of 2018, principally due to cost savings from our transformational restructuring activities.

Depreciation Expense
Depreciation expense increased $3.8 million to $62.8 million in the year-to-date 2019, compared to $59.0 million for the year-to-date 2018. The increase was driven by our store of the future project and our investment in furniture, fixtures, and equipment for our new headquarters. The increase was partially offset by a change in our accounting estimate on the useful service lives of our leasehold improvements, fixtures, and equipment. We extended our estimated service lives on stores that we have converted to our store of the future concept to more accurately reflect our expected usage period and their average remaining lease term. Depreciation expense as a percentage of sales increased by 10 basis points compared to the year-to-date 2018.

We expect that our depreciation expense for the third and fourth quarters of 2019 will be higher in comparison to the third and fourth quarters of 2018, principally due to our continued investment in our store of the future concept, partially offset by the impact of the change in the estimated service lives of our leasehold improvements, fixtures, and equipment on our store of the future concept stores, which is estimated at $3 million to $4 million per quarter.

Interest Expense
Interest expense was $8.3 million in the year-to-date 2019, compared to $4.0 million in the year-to-date 2018. The increase in interest expense was driven by increases in both our average interest rate and our average borrowings on our revolving debt in the year-to-date 2019 compared to the year-to-date 2018. We had total average borrowings (including financing and capital leases) of $455.5 million in the year-to-date 2019 compared to total average borrowings of $253.4 million in the year-to-date 2018. The increase in total average borrowings (including capital leases) was driven by an increase of $206.4 million to our average revolving debt balance in 2019 as compared to 2018, which was driven by elevated capital expenditures to support our store of the future concept and the equipment purchases for our new California distribution center during the past twelve months. The average interest rate on our revolving debt was impacted by increases in the LIBOR rate, as our 2011 Credit Agreement was and our 2018 Credit Agreement is variable based on LIBOR, and a lowering of our credit rating in the fourth quarter of 2018.

We expect that our interest expense for the third quarter of 2019 will be higher in comparison to the third quarter of 2018, due to both an increase in estimated average borrowings and an increase in average borrowing rates since the end of the second quarter of 2018.

Other Income (Expense)
Other income (expense) was $0.1 million in the year-to-date 2019, compared to $0.7 million in the year-to-date 2018. The change was driven by a change in diesel fuel pricing trends.

Income Taxes
The effective income tax rate for the year-to-date 2019 and the year-to-date 2018 was 29.1% and 27.4%, respectively. The increase in the effective income tax rate was primarily attributable to an increase in the net tax benefit deficiencies associated with settlement of share-based payment awards, particularlyawards. The amount of net tax benefit deficiencies recorded in the first quarter of 2019 as compared2020 was consistent with the first quarter of 2018, and an increase in nondeductible expenses, partially offset by an increase in favorable state tax settlement activities. Additionally,2019, but the effective income taximpact on a rate inbasis was noticeably diminished as a result of the year-to-date 2019 was impacted by the lowersubstantially higher overall income before income taxes in the first quarter of 2020 compared to the first quarter of 2019.

2020 Guidance
In March 2020, the World Health Organization declared the COVID-19 coronavirus a pandemic. The rapid spread of the
disease throughout the U.S. has negatively impacted the U.S. economy, which has caused significant volatility in our financial results. Therefore, in March 2020, the Company withdrew its full year guidance for 2020. At this time, the Company still does not believe it has sufficient visibility to reinstate full year guidance.

We expect net sales to increase in the second quarter of 2020 as compared to the year-to-date 2018.second quarter of 2019. During the early part of the second quarter of 2020, we have experienced strong, positive comp trends; however, we expect our comps to moderate over the balance of the second quarter of 2020 due to a number of factors, including competitors and other retailers re-opening, the planned cancellation of a Friends and Family promotion in July 2020, potential inventory constraints in certain merchandise categories, and the abatement of stimulus-driven demand.

Assuming comparable sales for the second quarter of 2020 are in-line with the first quarter of 2020, we would expect diluted earnings per share in the range of $0.65 to $0.80. This estimate incorporates anticipated pre-tax expenses related to COVID-19 of approximately $18 million. Additionally, this estimate incorporates approximately $7 million of additional expenses from the closing, and related occupancy costs, of the sale leaseback transaction for our four owned distribution centers, but excludes the expected gain on sale from the transaction. Based on our comp trends during the early part of the second quarter of 2020, we believe the foregoing comp assumption in the diluted earnings per share guidance is conservative.


Capital Resources and Liquidity
On August 31, 2018, we entered into the 2018 Credit Agreement, which provides for a $700 million five-year unsecured credit facility and replaced the 2011 Credit Agreement.facility. The 2018 Credit Agreement expires on August 31, 2023.  Borrowings under the 2018 Credit Agreement are available for general corporate purposes, working capital, and the repayment ofto repay certain indebtedness. The 2018 Credit Agreement includes a $30 million swing loan sublimit, a $75 million letter of credit sublimit, a $75 million sublimit for loans to foreign borrowers, and a $200 million optional currency sublimit.  The interest rates, pricing and fees under the 2018 Credit Agreement fluctuate based on our debt rating.  The 2018 Credit Agreement allows us to select our interest rate for each borrowing from multiple interest rate options.  The interest rate options are generally derived from the prime rate or LIBOR. We may prepay revolving loans made under the 2018 Credit Agreement without penalty.  The 2018 Credit Agreement contains financial and other covenants, including, but not limited to, limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and a fixed charge coverage ratio.  The covenants of the 2018 Credit Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with the synthetic lease for our new distribution center in Apple Valley, California.  A violation of any of the covenants could result in a default under the 2018 Credit Agreement that would permit the lenders to restrict our ability to further access the 2018 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2018 Credit Agreement.  At August 3, 2019,May 2, 2020, we were in compliance with the covenants of the 2018 Credit Agreement.

On August 7, 2019, we entered into the 2019 Term Note, a $70 million term note agreement, which is secured by the equipment at our new California distribution center. The 2019 Term Note matures on May 7, 2024. We are required to make monthly payments over the term of the 2019 Term Note and are permitted to prepay the note, subject to penalties, at any time. The interest rate on the 2019 Term Note is fixed at 3.3%. We utilized the proceeds from the 2019 Term Note to pay down outstanding borrowings under the 2018 Credit Agreement.

The primary source of our liquidity is cash flows from operations and, as necessary, borrowings under the 2018 Credit Agreement.  Our net income and, consequently, our cash provided by operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins.  Our net sales are typically highest during the nine-week Christmas selling season in our fourth fiscal quarter.  Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter.  We have typically funded those requirements with borrowings under our credit facility.  At August 3, 2019,May 2, 2020, we had $467.8$390.0 million of borrowings under the 2018 Credit Agreement, and the borrowings available under the 2018 Credit Agreement were $216.1$300.5 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $16.1$9.5 million. We believe that cash on hand, cash equivalents, cash available from future operations, and our 2018 Credit Agreement will provide us with sufficient liquidity to fund our operations for at least the next twelve months. Cash requirements include among other things, capital expenditures, working capital needs, interest payments, and other contractual commitments.


In March 2019, our Board authorized usthe first quarter of 2020, we chose to repurchase up to $50.0draw approximately $200 million of our outstanding common shares (“2019 Repurchase Program”). During the year-to-date 2019, we purchased approximately 1.3 million of our common shares for $50.0 millionadditional debt under the 2019 Repurchase Program and exhausted the 2019 Repurchase Program. We utilized proceeds from the 2018 Credit Agreement as a safeguard due to assistuncertainty caused by the COVID-19 coronavirus pandemic. As a result of this decision and our strong cash flow from operations during the first quarter of 2020, our cash and cash equivalents increased $248.3 million to $311.9 million from the first quarter of 2019.

As a measure to secure additional liquidity during a period of economic uncertainty, on April 6, 2020, we entered into purchase and sale agreements for the sale and leaseback of our distribution centers located in funding these purchases. Common shares acquired throughColumbus, Ohio, Durant, Oklahoma, Montgomery, Alabama, and Tremont, Pennsylvania for an aggregate selling price of $725 million. We expect the 2019 Repurchase Programsale and leaseback transactions to close in June 2020 and we estimate net proceeds after tax and transaction-related costs will be available to meet obligations under equity compensation plans and for general corporate purposes.approximately $550 million.

In August 2019,February 2020, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on September 27, 2019April 3, 2020 to shareholders of record as of the close of business on September 13, 2019.March 20, 2020. The cash dividend of $0.30 per common share is consistent with our quarterly dividends declared in 2018.2019. In the year-to-date 2019,first quarter of 2020, we paid approximately $24.9$12.5 million in dividends compared to $26.5$13.2 million in the year-to-date 2018.first quarter of 2019.

On August 7, 2019, we entered intoIn May 2020, our Board of Directors declared a $70 million term note agreement, which is secured by the equipment at our new California distribution center. The initial termquarterly cash dividend of this note will expire$0.30 per common share payable on May 7, 2024. We are requiredJune 26, 2020 to make monthly payments on this amortizing note over the durationshareholders of its term and are permitted to prepay the note at any time. The interest rate on the note is fixed at 3.3%. We used the funds from the secured note to pay down outstanding borrowings under the 2018 Credit Agreement that we had previously used to fund the purchase and assemblyrecord as of the equipment at our new California distribution center.close of business on June 12, 2020.


The following table compares the primary components of our cash flows from the year-to-date 2019first quarter 2020 compared to the year-to-date 2018:first quarter 2019:
(In thousands)2019 2018 Change2020 2019 Change
Net cash provided by operating activities$158,285
 $110,560
 $47,725
$146,121
 $57,435
 $88,686
Net cash used in investing activities(162,731) (171,426) 8,695
(28,913) (76,766) 47,853
Net cash provided by financing activities$12,117
 $68,147
 $(56,030)$141,943
 $36,869
 $105,074

Cash provided by operating activities increased by $47.7$88.7 million to $158.3$146.1 million in the year-to-date 2019first quarter of 2020 compared to $110.6$57.4 million in the year-to-date 2018.first quarter of 2019. The primary drivers of the increase was primarily due towere a $76.9$72.1 million increase in cash inflows from inventories and an increase of $33.8 million in net income, partially offset by a $30.7$21.3 million increasedecrease in the change in other current liabilities partially offset by $56.0 million in decreased cash outflows for accounts payable and a decrease of net income of $33.7 million.$20.5 million increase in the change in accounts payable. The increase in cash inflows from inventories was primarily driven by a $143.4 million increase in net sales during the first quarter of 2020, which outpaced our inventory receipts during the first quarter of 2020, which were intentionally reduced in the first quarter of 2020 compared to high inventory receipt activity in the first quarter of 2019 to mitigate the cost of tariffs. Similarly, the increase in net income was principally due to the increase in net sales in the first quarter of 2020 compared to the first quarter of 2019. The increase in the change in accounts payable was primarily the result of the absence of a book overdraft at the end of the first quarter of 2020, which increased the change in accounts payable by approximately $60 million, partially offset by a shift in the timing of payment for inventory receipts due to our decision to accelerate the receipt of inventory latereceipts later in 2018 to mitigate tariff concerns which increased ourresulting in high inventory position atreceipt activity in the end of 2018. As of the end of the secondfirst quarter of 2019, we have normalized our inventory position as we decreased our receipt of inventory, which has generated an increase2019. The decrease in cash inflows from inventory sales. The increasethe change in other current liabilities was driven by an increase in accruedcorporate bonuses, as we paid a corporate bonus expense. The cash outflows related to accounts payable were directly related to our inventory levelsfollowing 2019 results, but did not pay a corporate bonus following 2018 results, and the timing of receipts. The net income decrease was primarily associated with our transformational restructuring initiative announced in March 2019.accruals for unsettled share repurchases, legal matters, and employee retirements and separations.

Cash used in investing activities decreased by $8.7$47.9 million to $162.7$28.9 million in the year-to-date 2019first quarter of 2020 compared to $171.4$76.8 million in the year-to-date 2018.first quarter of 2019.  The decrease was primarily driven byprincipally due to a decrease in assets acquired under synthetic lease of $82.6$47.9 million for our new California distribution center, partially offset by a $73.8 million increase in capital expenditures. The decrease in assets acquired under the synthetic lease was driven by the impact of the adoption of a new lease accounting standard. The increase in capital expenditures was driven by continuedour decisions to reduce our investments in our Store of the Future concept during 2020, and new stores growth,to preserve liquidity during the COVID-19 coronavirus pandemic, and a decrease in investments in our store of the future remodel initiative, and equipment for our newApple Valley, California distribution center.center to which we began transitioning our operations from our Rancho Cucamonga, California distribution center in the fourth quarter of 2019.

Cash provided by financing activities decreasedincreased by $56.0$105.1 million to $12.1$141.9 million in the year-to-date 2019first quarter of 2020 compared to $68.1$36.9 million used in the year-to-date 2018.first quarter of 2019.  The primary driver of the decreaseincrease in cash provided by financing activities was an increase in net proceeds from long-term debt of $61.0 million and a decrease of $82.6$43.6 million in proceeds from the synthetic lease for our California distribution center, along with a $31.2 million decreaserepurchases of common shares. The increase in net proceeds from long-term debt was primarily the result of our decision in the first quarter of 2020 to draw approximately $200 million of additional debt under the 2018 Credit Agreement as a safeguard due to uncertainty caused by the COVID-19 coronavirus pandemic. The decrease in repurchases of common shares was due to the absence of a share repurchase program in the year-to-date 2019first quarter of 2020 compared to the year-to-date 2018. Partially offsetting the decrease in cash provided by financing activities was a reductionfirst quarter of $50.0 million in cash used to repurchase common shares under our share repurchase programs.2019.

We now expect cash provided by operating activities less capital expenditures to be approximately $75 million for 2019, which reflects the expected impact of cash outflows for the transformational restructuring initiatives.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements.  On an ongoing basis, management evaluates its estimates, judgments, and assumptions, and bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that are believed to be reasonable under the circumstances.  Actual results may differ from these estimates.  See note 1 to our consolidated financial statements included in our 20182019 Form 10-K for additional information about our accounting policies. During the first quarter of 2019, we adopted ASU 2016-02, Leases (Topic 842), and elected the optional transition method that allowed for a cumulative-effect adjustment in the period of adoption and did not restate prior periods. We revised our accounting policy on leases in conjunction with the adoption of ASU 2016-02.

The estimates, judgments, and assumptions that have a higher degree of inherent uncertainty and require the most significant judgments are outlined in Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our 20182019 Form 10-K.  Had we used estimates, judgments, and assumptions different from any of those discussed in our 20182019 Form 10-K, our financial condition, results of operations, and liquidity for the current period could have been materially different from those presented.


Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are subject to market risk from exposure to changes in interest rates on investments that we make from time to time and on borrowings under the 2018 Credit Agreement. We had borrowings of $467.8$390.0 million under the 2018 Credit Agreement at August 3, 2019.May 2, 2020. An increase of 1% in our variable interest rate on our expected future borrowings could affect our financial condition, results of operations, or liquidity through higher interest expense by approximately $4.6$3.8 million. Additionally, we are subject to cross-default provisions associated with the Synthetic Lease for our new distribution center in California. An increase of 1% in this leasing instrument could affect our financial condition, results of operations, or liquidity through higher rent expense by approximately $1.5 million

We are subject to market risk from exposure to changes in our derivative instruments associated with diesel fuel. At August 3, 2019,May 2, 2020, we had outstanding derivative instruments, in the form of collars, covering 5.46.5 million gallons of diesel fuel. The below table provides further detail related to our current derivative instruments, associated with diesel fuel.
Calendar Year of Maturity Diesel Fuel Derivatives Fair Value Diesel Fuel Derivatives Fair Value
Puts Calls Asset (Liability) Puts Calls Asset (Liability)
 (Gallons, in thousands) (In thousands) (Gallons, in thousands) (In thousands)
2019 1,800
 1,800
 $56
2020 2,400
 2,400
 (403) 2,880
 2,880
 $(2,206)
2021 1,200
 1,200
 (186) 2,400
 2,400
 (1,344)
2022 1,200
 1,200
 (625)
Total 5,400
 5,400
 $(533) 6,480
 6,480
 $(4,175)

Additionally, at August 3, 2019,May 2, 2020, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately $1.6$1.7 million.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report.  Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have each concluded that such disclosure controls and procedures were effective as of the end of the period covered by this report.
 
Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as that term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Part II. Other Information


Item 1. Legal Proceedings

No response is required under Item 103 of Regulation S-K. For a discussion of certain litigated matters, see note 87 to the accompanying consolidated financial statements.

Item 1A. Risk Factors

Except as set forth below,During the first quarter of 2020, there have beenwere no material changes to the risk factors previously disclosed in our 20182019 Form 10-K.

We rely on manufacturers located in foreign countries, including China, for significant amounts of merchandise, including a significant amount of our domestically-purchased merchandise. Our business may be materially adversely affected by risks associated with international trade, including the impact of tariffs recently imposed by the U.S. with respect to certain consumer goods imported from China.

Global sourcing of many of the products we sell is an important factor in driving higher operating profit. During 2018, we purchased approximately 25% of our products directly from overseas vendors, including 21% from vendors located in China. Additionally, a significant amount of our domestically-purchased merchandise is manufactured abroad. Our ability to identify qualified vendors and to access products in a timely and efficient manner is a significant challenge, especially with respect to goods sourced outside of the U.S. Global sourcing and foreign trade involve numerous risks and uncertainties beyond our control, including increased shipping costs, increased import duties, more restrictive quotas, loss of most favored nation trading status, currency and exchange rate fluctuations, work stoppages, transportation delays, economic uncertainties such as inflation, foreign government regulations, political unrest, natural disasters, war, terrorism, trade restrictions and tariffs (including retaliation by the U.S. against foreign practices or by foreign countries against U.S. practices), the financial stability of vendors, or merchandise quality issues. U.S. policy on trade restrictions is ever-changing and may result in new laws, regulations or treaties that increase the costs of importing goods and/or limit the scope of available foreign vendors. These and other issues affecting our international vendors could materially adversely affect our business and financial performance.

On March 22, 2018, President Trump, pursuant to Section 301 of the Trade Act of 1974, directed the U.S. Trade Representative (“USTR”) to impose tariffs on $50 billion worth of imports from China. On June 15, 2018, the USTR announced its intention to impose an incremental tariff of 25% on $50 billion worth of imports from China comprised of (1) 818 product lines valued at $34 billion (“List 1”) and (2) 284 additional product lines valued at $16 billion (“List 2”). The List 1 tariffs went into effect on July 6, 2018 and the List 2 tariffs went into effect on August 23, 2018 (with respect to 279 of the 284 originally targeted product lines). On July 10, 2018, the USTR announced its intention to impose an incremental tariff of 10% on another $200 billion worth of imports from China comprised of 6,031 additional product lines (“List 3”) following the completion of a public notice and comment period. On August 1, 2018, President Trump instructed the USTR to consider increasing the tariff on the List 3 products from 10% to 25%. On September 17, 2018, the USTR released the final List 3 covering 5,745 full or partial lines of the 6,031 originally targeted product lines and announced that the List 3 tariffs will be implemented in two phases. On September 24, 2018, a 10% incremental tariff went into effect with respect to the List 3 products. The List 3 tariff was scheduled to increase to 25% on January 1, 2019. However, on December 1, 2018, the White House delayed implementation of the List 3 tariff increase until March 1, 2019, to allow Chinese and U.S. leaders to begin negotiations on various policy issues. On March 5, 2019, the USTR further delayed the implementation of List 3 tariff increase until further notice. On May 10, 2019, the USTR announced that the List 3 tariffs would increase to 25% for all List 3 goods, exempting goods imported prior to May 10 that enter the U.S. before June 1, 2019. On May 13, 2019, the USTR announced its intention to impose an incremental tariff of 25% on another $300 billion worth of imports from China comprised effectively of nearly all remaining imports from China (“List 4”) following the completion of a public notice and comment period. On August 20, 2019, the USTR published the List 4 tariffs, specifying that 10% duties would be imposed in two stages, with List 4A effective on September 1, 2019 (representing goods worth approximately $110 billion), and List 4B effective on December 15, 2019 (representing goods worth approximately $155 billion). On August 30, 2019, the USTR published an amended official notice regarding the List 4 tariff rate, to be imposed at a rate of 15% instead of 10%, but under the same tiered effective dates. On September 3, 2019, the USTR published notice of its intention to increase the incremental tariffs for Lists 1-3 from 25% to 30% on October 1, 2019, following the completion of a public notice and comment period.


The majority of our products and components of our products that are imported from China are currently included in the product lines subject to the effective and proposed tariffs. As a result, we are continually evaluating the potential impact of the effective and proposed tariffs on our supply chain, costs, sales and profitability and are considering strategies to mitigate such impact, including reviewing sourcing options, filing requests for exclusion from the tariffs with the USTR for certain product lines and working with our vendors and merchants. Given the volatility and uncertainty regarding the scope and duration of the effective and proposed tariffs, as well as the potential for additional trade actions by the U.S. or other countries, the impact on our operations and results is uncertain and could be significant. We can provide no assurance that any strategies we implement to mitigate the impact of such tariffs or other trade actions will be successful. To the extent that our supply chain, costs, sales or profitability are negatively affected by the tariffs or other trade actions, our business, financial condition and results of operations may be materially adversely affected.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(In thousands, except price per share data)        
Period
(a) Total Number of Shares Purchased (1)
(b) Average Price Paid per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
(a) Total Number of Shares Purchased (1)
(b) Average Price Paid per Share(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
May 5, 2019 - June 1, 201953
$37.54
53
$
June 2, 2019 - June 29, 2019



June 30, 2019 - August 3, 2019



February 2, 2020 - February 29, 2020
$29.20

$
March 1, 2020 - March 28, 202081
17.24


March 29, 2020 - May 2, 202038
14.32


Total53
$37.54
53
$
119
$16.31

$
 
(1)The 2019 Repurchase Program is comprisedIn February, March, and April 2020, in connection with the vesting of a March 6, 2019 authorization by our Board for the repurchase of up to $50.0 million of our common shares. During the second quarter of 2019,certain outstanding restricted stock units and performance share units, we purchased approximately 0.1 millionacquired 121, 80,526 and 38,298 of our common shares, for approximately $2.0 million,respectively, which exhausted the 2019 Repurchase Program.were withheld to satisfy minimum statutory income tax withholdings.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.


Item 6. Exhibits

Exhibits marked with an asterisk (*) are filed herewith.

 Exhibit No. Document
  Form of Big Lots 2017 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 3, 2020).
Settlement Agreement dated April 22, 2020, by and among Big Lots, Inc., Ancora Advisors, LLC, Ancora Merlin Institutional, LP, Ancora Merlin, LP, Ancora Catalyst Institutional, LP, Ancora Catalyst, LP, Ancora Catalyst SPV I LP, Ancora Catalyst SPV I SPC Ltd. - Segregated Portfolio C, Macellum Advisors GP, LLC, Macellum Management, LP, and Macellum Opportunity Fund LP (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated April 22, 2020).
Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement for Non-Employee Directors
Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement
Form of Big Lots 2020 Long-Term Incentive Plan Deferral Election Form and Deferred Stock Unit Award Agreement for Non-Employee Directors
Form of Big Lots 2020 Long-Term Incentive Plan Restricted Performance Share Units Award Agreement
Form of Big Lots 2020 Long-Term Incentive Plan Performance Share Units Award Agreement
  Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  XBRL Taxonomy Definition Linkbase Document
  XBRL Taxonomy Presentation Linkbase Document
  XBRL Taxonomy Labels Linkbase Document
  XBRL Taxonomy Calculation Linkbase Document
 101.Sch XBRL Taxonomy Schema Linkbase Document
 101.Ins XBRL Taxonomy Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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 thereunto duly authorized.

Dated: September 11, 2019June 10, 2020
 BIG LOTS, INC.
  
 
By: /s/ Jonathan E. Ramsden
  
 Jonathan E. Ramsden
 Executive Vice President, Chief Financial and Administrative Officer
 (Principal Financial Officer, Principal Accounting Officer and Duly Authorized Officer)


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