UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM~~ ~~10-Q~~

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

For the quarterly period ended May ~~2, 2020~~1, 2021

☐ 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~~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~~ (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 class	Trading Symbol(s)	Name of each exchange on which registered
Common shares	BIG	New 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 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 companyo

☐

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 June ~~5, 2020,~~4, 2021, was ~~39,231,076.~~

34,639,480.

Table of Contents

BIG LOTS, INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED MAY ~~2, 2020~~1, 2021

TABLE OF CONTENTS



		Page
Part I. Financial Information		2

Item 1.	Financial Statements	2

a)	Consolidated Statements of Operations and Comprehensive Income for the Thirteen Weeks Ended May ~~2, 2020~~1 , 202 1 (Unaudited) and May ~~4, 2019~~2 , 20 20 (Unaudited)	2

b)	Consolidated Balance Sheets at May ~~2, 2020~~1 , 202 1 (Unaudited) and ~~February~~ January 30 , 202 1 ~~2020~~ (Unaudited)	3

c)	Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks Ended May ~~2, 2020~~1 , 202 1 (Unaudited) and May ~~4, 2019~~2 , 20 20 (Unaudited)	4

d)	Consolidated Statements of Cash Flows for the Thirteen Weeks Ended May ~~2, 2020~~1 , 202 1 (Unaudited) and May ~~4, 2019~~2 , 20 20 (Unaudited)	5

e)	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 4.	Controls and Procedures	20

Part II. Other Information		20

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21

Item 3.	Defaults Upon Senior Securities	21

Item 4.	Mine Safety Disclosures	21

Item 5.	Other Information	21

Item 6.	Exhibits	22

Signature		22

Table of Contents

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							Thirteen Weeks Ended
	May 2, 2020			May 4, 2019				May 1, 2021		May 2, 2020
Net sales	$	1,439,149		$	1,295,796		Net sales	$	1,625,552	$	1,439,149
Cost of sales (exclusive of depreciation expense shown separately below)	868,393			776,749			Cost of sales (exclusive of depreciation expense shown separately below)	971,605		868,393
Gross margin	570,756			519,047			Gross margin	653,947		570,756
Selling and administrative expenses	458,631			460,605			Selling and administrative expenses	497,418		458,631
Depreciation expense	37,690			32,797			Depreciation expense	33,977		37,690
Operating profit	74,435			25,645			Operating profit	122,552		74,435
Interest expense	(3,322		)	(3,733		)	Interest expense	(2,568)		(3,322)
Other income (expense)	(3,317		)	910			Other income (expense)	960		(3,317)
Income before income taxes	67,796			22,822			Income before income taxes	120,944		67,796
Income tax expense	18,473			7,282			Income tax expense	26,381		18,473
Net income and comprehensive income	$	49,323		$	15,540		Net income and comprehensive income	$	94,563	$	49,323

Earnings per common share							Earnings per common share
Basic	$	1.26		$	0.39		Basic	$	2.68	$	1.26
Diluted	$	1.26		$	0.39		Diluted	$	2.62	$	1.26

Weighted-average common shares outstanding							Weighted-average common shares outstanding
Basic	39,129			39,922			Basic	35,349		39,129
Dilutive effect of share-based awards	111			80			Dilutive effect of share-based awards	693		111
Diluted	39,240			40,002			Diluted	36,042		39,240

Cash dividends declared per common share	$	0.30		$	0.30		Cash dividends declared per common share	$	0.30	$	0.30

BIG LOTS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets (Unaudited)

(In thousands, except par value)


	Thirteen Weeks Ended
	May 1, 2021		May 2, 2020
Operating activities:
Net income	$	94,563	$	49,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	34,116		37,819
Non-cash lease expense	64,457		57,766
Deferred income taxes	(5,369)		(8,838)
Non-cash impairment charge	194		362
Loss on disposition of equipment	780		129
Non-cash share-based compensation expense	11,907		2,985
Unrealized (gain) loss on fuel derivatives	(1,005)		3,144
Change in assets and liabilities:
Inventories	38,813		114,707
Accounts payable	(17,492)		(102,779)
Operating lease liabilities	(53,511)		(54,919)
Current income taxes	29,435		27,077
Other current assets	1,294		(486)
Other current liabilities	2,703		16,315
Other assets	389		4,395
Other liabilities	3,019		(879)
Net cash provided by operating activities	204,293		146,121
Investing activities:
Capital expenditures	(32,160)		(28,928)
Cash proceeds from sale of property and equipment	7		26
Other	(17)		(11)
Net cash used in investing activities	(32,170)		(28,913)
Financing activities:
Net (repayments of) proceeds from long-term debt	(3,580)		157,337
Payment of finance lease obligations	(1,293)		(982)
Dividends paid	(12,460)		(12,478)
Payment for treasury shares acquired	(101,016)		(1,940)
Other	(1)		6
Net cash (used in) provided by financing activities	(118,350)		141,943
Increase in cash and cash equivalents	53,773		259,151
Cash and cash equivalents:
Beginning of period	559,556		52,721
End of period	$	613,329	$	311,872

Thirteen Weeks Ended
May 2, 2020 May 4, 2019
Operating activities:
Net income $ 49,323
$ 15,540
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense 37,819
33,104
Non-cash lease expense 57,766
57,093
Deferred income taxes (8,838 ) (6,891 )
Non-cash impairment charge 362
234
Loss on disposition of equipment 129
110
Non-cash share-based compensation expense 2,985
4,335
Unrealized loss (gain) on fuel derivatives 3,144
(971 )
Change in assets and liabilities:

Inventories 114,707
42,573
Accounts payable (102,779 ) (82,264 )
Operating lease liabilities (54,919 ) (45,688 )
Current income taxes 27,077
13,411
Other current assets (486 ) (7,237 )
Other current liabilities 16,315
37,587
Other assets 4,395
(3,817 )
Other liabilities (879 ) 316
Net cash provided by operating activities 146,121
57,435
Investing activities:

Capital expenditures (28,928 ) (76,834 )
Cash proceeds from sale of property and equipment 26
80
Other (11 ) (12 )
Net cash used in investing activities (28,913 ) (76,766 )
Financing activities:

Net proceeds from long-term debt 157,337
96,300
Payment of finance lease obligations (982 ) (967 )
Dividends paid (12,478 ) (13,197 )
Proceeds from the exercise of stock options —
200
Payment for treasury shares acquired (1,940 ) (45,465 )
Other 6
(2 )
Net cash provided by financing activities 141,943
36,869
Increase in cash and cash equivalents 259,151
17,538
Cash and cash equivalents:

Beginning of period 52,721
46,034
End of period $ 311,872
$ 63,572

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 neighborhood discount retailer operating in the United States (“U.S.”). At May ~~2, 2020,~~1, 2021, we operated ~~1,404~~1,413 stores in 47 ~~states.~~states and an e-commerce platform. 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 websites are not part of this report.

Selling and Administrative Expenses

~~Derivative Instruments~~

~~We use derivative instruments to mitigate the risk~~

Table 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.Contents

Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for the first quarter of ~~2020~~2021 and the first quarter of ~~2019:~~2020:


	Thirteen Weeks Ended
(In thousands)	May 1, 2021		May 2, 2020
Supplemental disclosure of cash flow information:
Cash paid for interest	$	468	$	3,211
Cash paid for income taxes, excluding impact of refunds	2,303		122
Gross proceeds from long-term debt	0		514,500
Gross payments of long-term debt	3,580		357,163
Cash paid for operating lease liabilities	76,727		75,317
Non-cash activity:
Share repurchases payable	3,476		0
Accrued property and equipment	26,306		27,213
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	47,661		62,641

Thirteen Weeks Ended
(In thousands) May 2, 2020 May 4, 2019
Supplemental disclosure of cash flow information:

Cash paid for interest, including finance leases $ 3,211
$ 4,097
Cash paid for income taxes, excluding impact of refunds 122
1,141
Gross proceeds from long-term debt 514,500
470,400
Gross payments of long-term debt 357,163
374,100
Cash paid for operating lease liabilities 75,317
70,947
Non-cash activity:

Assets acquired under finance leases —
11
Accrued property and equipment 27,213
46,503
Share repurchases payable —
7,460
Operating lease right-of-use assets obtained in exchange for operating lease liabilities $ 62,641
$ 1,213,777

~~We periodically assess,~~2021, we realigned select merchandise categories to be consistent with the initial realignment of our merchandising team and ~~make minor adjustments~~changes to our ~~product hierarchy, which can impact the roll-up~~management reporting. We eliminated our Electronics, Toys, & Accessories category by absorbing its former merchandise departments into three of our existing merchandise categories. We moved our apparel, jewelry, and hosiery departments into our Soft Home merchandise category, our toys department into our Seasonal merchandise category, and our electronics department into our Hard Home merchandise category.

Recent Accounting Pronouncements

~~Recently Adopted Accounting Standards~~us.

~~In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-15~~

~~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 new guidance aligns cloud computing arrangement implementation cost accounting with the capitalization requirements for internal-use software development, while leaving the accounting for service elements unchanged. On February 2, 2020, we adopted ASU 2018-15 on a prospective basis. The impactTable of ~~the adoption was immaterial to the consolidated financial statements.~~Contents

NOTE 2 – DEBT

Bank Credit Facility

On August 31, 2018, we entered into a $700 million ~~five-year~~five-year unsecured credit facility (“~~2018~~ 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 distribution center in Apple Valley, ~~California.~~CA. 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 May ~~2, 2020,~~1, 2021, we had ~~$390.0 million of~~0 borrowings outstanding under the ~~2018~~ Credit Agreement, while ~~$9.5~~$5.8 million was committed to outstanding letters of credit, leaving ~~$300.5~~$694.2 million available under the ~~2018~~ Credit Agreement.

Secured Equipment Term Note

On August 7, 2019, we entered into a $70.0 million term note agreement (“2019 Term Note”), which is secured by the equipment at our Apple Valley, ~~California~~CA 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, subject to penalties, at any time. The interest rate on the 2019 Term Note is 3.3%. In connection with our entry into the 2019 Term Note, we paid debt issuance costs of $0.2 million. In light of our strong liquidity and current market conditions, on June 7, 2021, we prepaid the remaining $44.3 million principal balance under the 2019 Term Note. In connection with the prepayment, we incurred a $0.4 million prepayment fee and recognized a $0.5 million loss on debt extinguishment in the second quarter of 2021. The interest rate on the 2019 Term Note was 3.3%.

Debt was recorded in our consolidated balance sheets as follows:


Instrument (In thousands)	May 1, 2021		January 30, 2021
2019 Term Note	$	46,684	$	50,264
Credit Agreement	0		0
Total debt	$	46,684	$	50,264
Less current portion of long-term debt (included in Accrued operating expenses)	$	(14,621)	$	(14,500)
Long-term debt	$	32,063	$	35,764

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 thousands)	Balance Sheet Location	May 1, 2021		Level 1
Assets:
Money market funds	Cash and cash equivalents	$	175,135	$	175,135
Mutual funds - deferred compensation plan	Other current assets	$	29,988	$	29,988


(In thousands)	Balance Sheet Location	January 30, 2021		Level 1
Assets:
Money market funds	Cash and cash equivalents	$	175,113	$	175,113
Mutual funds - deferred compensation plan	Other assets	$	32,484	$	32,484

NOTE 4 – SHAREHOLDERS’ EQUITY

Share Repurchase Programs

Dividends
Per Share Amount Declared Amount Paid
2020: (In thousands) (In thousands)
First quarter $ 0.30
$ 11,905
$ 12,478
Total $ 0.30
$ 11,905
$ 12,478

NOTE 5 – SHARE-BASED PLANS

Non-vested Restricted Stock Units

Number of Shares Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock units at February 1, 2020 648,510
$ 38.52
Granted 921,309
15.82
Vested (239,856 ) 43.07
Forfeited (1,511 ) 38.60
Outstanding non-vested restricted stock units at May 2, 2020 1,328,452
$ 21.95

Performance Share Units

Prior to 2020 and in the first quarter of 2021, we issued ~~performance share units (“PSUs”)~~PSUs to certain members of management, which will vest if certain financial performance objectives are achieved over a ~~three-year~~three-year performance period and the grantee remains employed by us during the performance period. ~~Typically, the~~The financial performance objectives for each fiscal year within the three-year performance period ~~are~~will be 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 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.

Issue Year Outstanding PSUs and RPSUs at May 2, 2020 Actual Grant Date Expected Valuation (Grant) Date Actual or Expected Expense Period
2018 191,020

August 2020 Fiscal 2020
2019 338,528
March 2021 Fiscal 2021
2020 408,340
April 2020
Fiscal 2020 - 2021
Total 937,888

Number of Units Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and RPSUs at February 1, 2020 181,922
$ 31.89
Granted 408,340
11.70
Vested (181,062 ) 31.89
Forfeited (860 ) 31.89
Outstanding PSUs and RPSUs at May 2, 2020 408,340
$ 11.70

First Quarter
(In thousands) 2020 2019
Total intrinsic value of stock options exercised $ —
$ 42
Total fair value of restricted stock vested 4,040
5,042
Total fair value of performance shares vested $ 924
$ 9,706

NOTE 6 – INCOME TAXES

NOTE 7 – CONTINGENCIES

~~California Wage and Hour Matters~~

~~Other Matters~~Legal Proceedings

NOTE 8 – BUSINESS SEGMENT DATA

In the first quarter of 2021, we realigned our merchandise categories and eliminated our Electronics, Toys, & Accessories ~~category includes our electronics, jewelry, hosiery, apparel, and toys departments.~~

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

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

•Net sales increased ~~$143.4~~$186.4 million, or ~~11.1%~~13.0%.

•Comparable sales ~~including~~for stores open at least fifteen months, ~~and~~plus our e-commerce operations, increased ~~$126.3~~$159.3 million, or ~~10.3%~~11.3%.

•Gross margin dollars increased ~~$51.8~~$83.2 million, while gross margin rate ~~declined 40~~increased 50 basis points to ~~39.7%~~40.2% of sales.

•Selling and administrative expenses ~~decreased $2.0~~increased $38.8 million. As a percentage of net sales, selling and administrative expenses decreased ~~360~~130 basis points to ~~31.9%~~30.6% of net sales.

•Operating profit rate increased ~~320~~230 basis points to ~~5.2%~~7.5%.

•Diluted earnings per share increased to ~~$1.26~~$2.62 per share from ~~$0.39~~$1.26 per share.

~~Inventory decreased~~•Cash and cash equivalents increased by ~~13.0% or $120.4~~$301.5 million to ~~$806.6~~$613.3 million from the first quarter of ~~2019.~~2020.

•Inventory increased by 11.8% or $94.9 million to $901.5 million from the first quarter of 2020.

•We declared and paid a quarterly cash dividend in the amount of $0.30 per common share in the first quarter of ~~2020,~~2021, which was consistent with the quarterly cash dividend of $0.30 per common share paid in the first quarter of ~~2019.~~2020.

•We acquired 1.1 million of our outstanding common shares for $77.5 million under the 2020 Repurchase Authorization (as defined below).

2020 2019
Stores open at the beginning of the fiscal year 1,404
1,401
Stores opened during the period 6
9
Stores closed during the period (6 ) (6 )

Stores open at the end of the period 1,404
1,404

RESULTS OF OPERATIONS

FIRST QUARTER OF ~~2020~~2021 COMPARED TO FIRST QUARTER OF ~~2019~~2020

discretionary funds in their home as ~~an “essential retailer” during~~a byproduct of the COVID-19 ~~coronavirus~~ pandemic. ~~The~~In the first quarter of ~~2020 began~~2021, nesting trends shifted toward patio furniture and other outdoor products, which drove the increased net sales and comps in our Seasonal merchandise category compared to the first quarter of 2020. While our business in the first quarter of 2021 benefited from COVID-19-related factors, such as government stimulus, we believe the strength of our trend-right home offerings provided a strong foundation for net sales growth compared to the first quarter of 2020. Additionally, we believe that our strategic initiatives - including The Lot, Queue Line, Broyhill®, and Pantry Optimization - continued to contribute to our increased net sales in the first quarter of 2021. The Lot is a cross-category presentation solution with a ~~slow start~~curated assortment to promote life’s occasions. Queue Line offers our customers a streamlined checkout experience with a new and expanded convenience assortment and a smaller footprint. The Broyhill® brand, which we launched in 2019, continues to grow as ~~net sales for February 2020 were below the prior year~~we have expanded our assortment. Pantry Optimization reallocated square footage from our Food category to Consumables category. Our customers have responded positively to each of these strategic initiatives and we believe that ~~much~~our product assortment is aligned with customer demand. At the end of ~~that~~the first quarter of 2021, The Lot and Queue Line have been rolled out to approximately 1,050 and 1,200 stores, respectively.

The increase in net sales and positive comps in our Furniture, Consumables, Soft Home, Food, Seasonal, and Electronics, Toys, & Accessories merchandise categories were slightly offset by negative net sales and comps in our Hard Home merchandise category.
~~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.

Selling and Administrative Expenses

Table of ~~2019.~~Contents

Depreciation Expense

Depreciation expense ~~increased $4.9~~decreased $3.7 million to ~~$37.7~~$34.0 million in the first quarter of ~~2020,~~2021, compared to ~~$32.8~~$37.7 million for the first quarter of ~~2019.~~2020. Depreciation expense as a percentage of sales ~~increased 10~~decreased 50 basis points compared to the first quarter of ~~2019.~~2020. The ~~increase~~decrease was driven ~~primarily~~ by ~~investments~~the sale of four distribution centers in ~~our Apple Valley, California distribution center, new store build-outs, and Store~~second quarter of ~~the Future remodels,~~2020 and the ~~acquisition~~disposition of ~~our new corporate headquarters.~~other store assets since the first quarter of 2020.

Interest Expense

Interest expense was $2.6 million in the first quarter of 2021, compared to $3.3 million in the first quarter of ~~2020, compared to $3.7 million in the first quarter of 2019.~~2020. The decrease in interest expense was driven by a ~~lower average interest rate on our revolving debt under the 2018 Credit Agreement, partially offset by higher~~decrease in total average borrowings (including finance leases). The average interest rate on our revolving debt, which is variable based on LIBOR and our credit rating, decreased due to a significant decline in the 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 first quarter of 2020.borrowings. We had total average borrowings (including finance ~~leases)~~leases and the financing liability related to the sale and leaseback transactions for four of our distribution centers in the second quarter of 2020) of $180.7 million in the first quarter of 2021 compared to total average borrowings of $452.8 million in the first quarter of ~~2020 compared to total average borrowings of $428.8 million in the first quarter of 2019.~~2020. The ~~increase~~decrease in total average borrowings ~~(including finance leases)~~ was driven by our ~~decision in the first quarter~~repayment of ~~2020 to draw approximately $200 million of additional~~all outstanding borrowings under the ~~2018~~ Credit Agreement as a ~~safeguard due to uncertainty caused~~condition of the closing of the sale and leaseback transactions in the second quarter of 2020, partially offset by the ~~COVID-19 coronavirus pandemic, which were held~~establishment of the financing liability in ~~Cash~~connection with the sale and ~~Cash Equivalents at May 2, 2020. Additionally, our entry into the 2019 Term Note increased our~~leaseback transactions. The decrease in total average borrowings ~~(including finance leases) in~~was partially offset by a higher average interest rate on the ~~first quarter of 2020 by $62.0 million.~~sale and leaseback financing liability.

Other Income (Expense)

Other income (expense) was $1.0 million of income in the first quarter of 2021, compared to $(3.3) million of expense in the first quarter of ~~2020, compared to $0.9 million of income in the first quarter of 2019.~~2020. The change was primarily driven by unrealized ~~losses~~gains on our diesel fuel derivatives due to ~~a sharp decline~~an increase in current and forward diesel fuel prices in the first quarter of ~~2020~~2021 as compared to a ~~result~~sharp decline in prices in the first quarter of ~~the COVID-19 coronavirus pandemic.~~2020.

Income Taxes

The effective income tax rate for the first quarter of ~~2020~~2021 and the first quarter of ~~2019~~2020 was ~~27.2%~~21.8% and ~~31.9%~~27.2%, respectively. The decrease in the effective income tax rate was primarily attributable to the ~~relative impact of~~ net tax benefit ~~deficiencies~~ associated with settlement of share-based payment ~~awards. The amount of net tax benefit deficiencies recorded in~~awards during the first quarter of 2020 was consistent with the first quarter of 2019, but the impact on a rate basis was noticeably diminished as a result of the substantially higher overall income before income taxes in the first quarter of 2020 compared to the first quarter of 2019.2021.

~~2020~~2021 Guidance

In March 2020, the World Health Organization declared ~~the~~ COVID-19 ~~coronavirus~~ a pandemic. The ~~rapid spread~~effects of the

~~disease throughout~~ virus, the ~~U.S. has negatively~~related government response, and the impact on consumer spending behaviors have significantly impacted ~~the U.S. economy, which has caused significant volatility in~~ our business and reduced our visibility to future 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~~provide full year ~~guidance.~~guidance for 2021.

WeAs of May 28, 2021, and excluding consideration of potential share repurchase activity, we expect ~~net sales to increase~~the following in the second quarter of ~~2020~~2021:

•Comparable sales decrease in the low double digits as ~~compared to the 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~~benefited significantly from a government sponsored relief package;

•Gross margin rate below last year in consideration of ~~the second quarter of 2020 due to a number of factors, including competitors~~macro-economic headwinds in freight cost;

•Selling and ~~other retailers re-opening, the planned cancellation of a Friends~~administrative expenses slightly below last year; 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~~•Diluted earnings per share in the range of ~~$0.65~~$1.00 to ~~$0.80. This estimate incorporates anticipated pre-tax expenses related to COVID-19~~$1.15.

Table 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.Contents

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. The ~~2018~~ Credit Agreement expires on August 31, 2023. 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 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 distribution center in Apple Valley, ~~California.~~CA. 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 May ~~2, 2020,~~1, 2021, we were in compliance with the covenants of the ~~2018~~ Credit Agreement. At May 1, 2021, we had no borrowings under the Credit Agreement, and the borrowings available under the Credit Agreement were $694.2 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $5.8 million.

On August 7, 2019, we entered into the 2019 Term Note, a $70 million term note agreement, which iswas 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~~note was fixed at 3.3%. ~~We utilized~~In light of our strong liquidity and current market conditions, on June 7, 2021, we prepaid the ~~proceeds from~~remaining $44.3 million principal balance under the 2019 Term ~~Note to pay down outstanding borrowings under~~Note. In connection with the ~~2018 Credit Agreement.~~prepayment, we incurred a $0.4 million prepayment fee and recognized a $0.5 million loss on debt extinguishment in the second quarter of 2021.

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,We have historically funded 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 May 2, 2020, we had $390.0 million of borrowings under the 2018 Credit Agreement,~~However, based on our current cash and the borrowings available under the 2018 Credit Agreement were $300.5 million, after taking into account the reduction in availability resulting from outstanding letters of credit totaling $9.5 million. We believe that cash on hand, cash equivalents position and projected cash ~~available~~flows from ~~future~~ operations, ~~and our 2018 Credit Agreement will provide us with sufficient liquidity~~we intend to fund our ~~operations~~working capital requirements, along with capital expenditures, share repurchases, and other contractual commitments, for ~~at least~~ the ~~next twelve months.~~upcoming quarter without borrowing under the Credit Agreement. Cash requirements include among other things, capital expenditures, working capital needs, interest payments, and other contractual commitments.

In August 2020, our Board of Directors authorized the repurchase of up to $500 million of our common shares (“2020 Repurchase Authorization”). Pursuant to the 2020 Repurchase Authorization, we are authorized to repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. Common shares acquired through the 2020 Repurchase Authorization will be available to meet obligations under our equity compensation plans and for general corporate purposes. The 2020 Repurchase Authorization has no scheduled termination date and we intend to fund repurchases under the authorization with cash and cash equivalents on hand and cash generated from operations going forward. During the first quarter of ~~2020,~~2021, we ~~chose to draw approximately $200~~purchased 1.1 million of ~~additional debt~~our common shares for $77.5 million under the ~~2018 Credit Agreement as a safeguard due to uncertainty 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 Columbus, Ohio, Durant, Oklahoma, Montgomery, Alabama, and Tremont, Pennsylvania forRepurchase Authorization, at an ~~aggregate selling~~average price of ~~$725 million. We expect~~$67.45. At May 1, 2021, we had $249.6 million available for future repurchases under the ~~sale and leaseback transactions to close in June~~ 2020 ~~and we estimate net proceeds after tax and transaction-related costs will be approximately $550 million.~~Repurchase Authorization.

In February ~~2020,~~2021, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on April ~~3, 2020~~2, 2021 to shareholders of record as of the close of business on March ~~20, 2020.~~19, 2021. The cash dividend of $0.30 per common share is consistent with our quarterly dividends declared in ~~2019.~~2020. In the first quarter of ~~2020,~~2021, we paid approximately $12.5 million in dividends, ~~compared to $13.2~~consistent with the dividends paid of $12.5 million in the first quarter of ~~2019.~~2020.

In May ~~2020,~~2021, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on June ~~26, 2020~~25, 2021 to shareholders of record as of the close of business on June ~~12, 2020.~~11, 2021.

Table of Contents

The following table compares the primary components of our cash flows from the first quarter ~~2020~~2021 compared to the first quarter ~~2019:~~2020:


(In thousands)	2021		2020		Change
Net cash provided by operating activities	$	204,293	$	146,121	$	58,172
Net cash used in investing activities	(32,170)		(28,913)		(3,257)
Net cash (used in) provided by financing activities	$	(118,350)	$	141,943	$	(260,293)

(In thousands) 2020 2019 Change
Net cash provided by operating activities $ 146,121
$ 57,435
$ 88,686
Net cash used in investing activities (28,913 ) (76,766 ) 47,853
Net cash provided by financing activities $ 141,943
$ 36,869
$ 105,074

Cash provided by operating activities increased by ~~$88.7~~$58.2 million to $204.3 million in the first quarter of 2021 compared to $146.1 million in the first quarter of ~~2020 compared~~2020. The increase was principally driven by our higher net income after adjusting for non-cash activities such as non-cash share-based compensation expense and non-cash lease expense.

Cash used in investing activities increased by $3.3 million to ~~$57.4~~$32.2 million in the first quarter of 2019. The primary drivers of the increase were a $72.1 million increase in cash inflows from inventories and an increase of $33.8 million in net income, partially offset by a $21.3 million decrease in the change in other current liabilities and a $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 20202021 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 inventory receipts later in 2018 to mitigate tariff concerns resulting in high inventory receipt activity in the first quarter of 2019. The decrease in the change in other current liabilities was driven by corporate bonuses, as we paid a corporate bonus following 2019 results, but did not pay a corporate bonus following 2018 results, and accruals for unsettled share repurchases, legal matters, and employee retirements and separations.

~~Cash used in investing activities decreased by $47.9 million~~ to $28.9 million in the first quarter of ~~2020 compared~~2020. The increase was principally due to ~~$76.8~~an increase in capital expenditures.

Cash (used in) provided by financing activities increased by $260.3 million to cash used in financing activities of $118.4 million in the first quarter of ~~2019. The decrease was principally due~~2021 compared to a decrease of $47.9 million in capital expenditures. The decrease in capital expenditures was driven by our decisions to reduce our investments in our Store of the Future concept during 2020, and new stores to preserve liquidity during the COVID-19 coronavirus pandemic, and a decrease in investments in our Apple Valley, California distribution center to which we began transitioning our operations from our Rancho Cucamonga, California distribution center in the fourth quarter of 2019.

~~Cash~~cash provided by financing activities ~~increased by $105.1 million to~~of $141.9 million in the first quarter of 2020 compared to $36.9 million used in the first quarter of 2019. The primary driver of the increase in cash provided by financing activities was an increase in net proceeds from long-term debt of $61.0 million and a decrease of $43.6 million in repurchases of common shares.2020. The increase ~~in net proceeds from long-term debt~~ was primarily driven by borrowings under the ~~result of our decision~~Credit Agreement in the first quarter of 2020, which was due to ~~draw~~our borrowing 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 first quarter of 2020 ~~compared to~~as a liquidity safeguard at the outset of the COVID-19 pandemic and an increase in payment for treasury shares acquired in the first quarter of ~~2019.~~2021 primarily due to shares repurchased under the 2020 Repurchase Authorization. In the first quarter of 2020, we had no active share repurchase program in place.

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 ~~2019~~2020 Form 10-K for additional information about our accounting policies.

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 ~~2019~~2020 Form 10-K. Had we used estimates, judgments, and assumptions different from any of those discussed in our ~~2019~~2020 Form 10-K, our financial condition, results of operations, and liquidity for the current period could have been materially different from those presented.

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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 no borrowings ~~of $390.0 million~~ under the ~~2018~~ Credit Agreement at May ~~2, 2020.~~1, 2021. An increase of 1% in our variable interest rate on our expected future borrowings ~~could~~would not currently materially affect our financial condition, results of operations, or ~~liquidity through higher interest expense by approximately $3.8 million.~~liquidity.

We are subject to market risk from exposure to changes in our derivative instruments associated with diesel fuel. At May ~~2, 2020,~~1, 2021, we had outstanding derivative instruments, in the form of collars, covering ~~6.5~~3.0 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
	Puts	Calls	Asset (Liability)
	(Gallons, in thousands)		(In thousands)
2021	1,800	1,800	$	84
2022	1,200	1,200	183
Total	3,000	3,000	$	267

Calendar Year of Maturity Diesel Fuel Derivatives Fair Value
Puts Calls Asset (Liability)
(Gallons, in thousands) (In thousands)
2020 2,880
2,880
$ (2,206 )
2021 2,400
2,400
(1,344 )
2022 1,200
1,200
(625 )
Total 6,480
6,480
$ (4,175 )

Additionally, at May ~~2, 2020,~~1, 2021, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately ~~$1.7~~$1.0 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 information regarding certain legal proceedings to which we have been named a ~~discussion of certain litigated matters,~~party or are subject, see note 7 to the accompanying consolidated financial statements.

Item 1A. Risk Factors

During the first quarter of ~~2020,~~2021, there were no material changes to the risk factors previously disclosed in our ~~2019~~2020 Form 10-K.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds


(In thousands, except price per share data)							(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		Period	(a) Total Number of Shares Purchased (1)(2)	(b) Average Price Paid per Share (1)(2)		(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
February 2, 2020 - February 29, 2020	—	$	29.20	—	$	—
March 1, 2020 - March 28, 2020	81	17.24		—	—
March 29, 2020 - May 2, 2020	38	14.32		—	—
January 31, 2021 - February 27, 2021							January 31, 2021 - February 27, 2021	41	$	55.25	39	$	325,000
February 28, 2021 - March 27, 2021							February 28, 2021 - March 27, 2021	543	67.85		500	290,948
March 28, 2021 - May 1, 2021							March 28, 2021 - May 1, 2021	954	68.56		610	249,634
Total	119	$	16.31	—	$	—	Total	1,538	$	67.96	1,149	$	249,634

~~(1)~~

~~In February, March, and April 2020, in connection with the vesting of certain outstanding restricted stock units and performance share units, we acquired 121, 80,526 and 38,298~~

(1) In February, March, and April 2021, in connection with the vesting of certain outstanding restricted stock units, PSUs, and PRSUs, we acquired 946, 42,930 and 344,189 of our common shares, respectively, which were withheld to satisfy ~~minimum statutory~~ income tax withholdings.

(2) The 2020 Repurchase Authorization is comprised of an August 27, 2020 authorization by our Board of Directors for the repurchase of up to $500.0 million of our common shares. During the first quarter of 2021, we purchased approximately 1.1 million of our common shares for approximately $77.5 million under the 2020 Repurchase Authorization. The 2020 Repurchase Authorization has no scheduled termination date.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

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



	Exhibit No.	Document
	10.1	Form of Big Lots ~~2017~~2020 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)~~March 9, 2021).
	10.2	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).
10.3*	Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement ~~for Non-Employee Directors~~(incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated March 9, 2021).
	10.431.1	~~Form of Big Lots 2020 Long-Term Incentive Plan Restricted Stock Units Award Agreement~~
10.5*	~~Form of Big Lots 2020 Long-Term Incentive Plan Deferral Election Form and Deferred Stock Unit Award Agreement for Non-Employee Directors~~
10.6*	~~Form of Big Lots 2020 Long-Term Incentive Plan Restricted Performance Share Units Award Agreement~~
10.7*	~~Form of Big Lots 2020 Long-Term Incentive Plan Performance Share Units Award Agreement~~
31.1*	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	31.2*	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1*	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	32.2*	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
	101.Def*	XBRL Taxonomy Definition Linkbase Document
	101.Pre*	XBRL Taxonomy Presentation Linkbase Document
	101.Lab*	XBRL Taxonomy Labels Linkbase Document
	101.Cal*	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
	104	Cover 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: June ~~10, 2020~~

9, 2021



			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)


	May 2, 2020			February 1, 2020				May 1, 2021		January 30, 2021
ASSETS							ASSETS
Current assets:							Current assets:
Cash and cash equivalents	$	311,872		$	52,721		Cash and cash equivalents	$	613,329	$	559,556
Inventories	806,559			921,266			Inventories	901,482		940,294
Other current assets	75,978			89,962			Other current assets	114,001		85,939
Total current assets	1,194,409			1,063,949			Total current assets	1,628,812		1,585,789
Operating lease right-of-use assets	1,206,133			1,202,252			Operating lease right-of-use assets	1,631,817		1,649,009
Property and equipment - net	849,857			849,147			Property and equipment - net	723,158		717,216
Deferred income taxes	6,161			4,762			Deferred income taxes	17,741		16,329
Other assets	65,226			69,171			Other assets	36,008		68,914
Total assets	$	3,321,786		$	3,189,281		Total assets	$	4,037,536	$	4,037,257

LIABILITIES AND SHAREHOLDERS’ EQUITY							LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:							Current liabilities:
Accounts payable	$	275,461		$	378,241		Accounts payable	$	380,942	$	398,433
Current operating lease liabilities	207,899			212,144			Current operating lease liabilities	219,367		226,075
Property, payroll, and other taxes	96,248			82,109			Property, payroll, and other taxes	112,532		109,694
Accrued operating expenses	138,212			118,973			Accrued operating expenses	158,136		138,331
Insurance reserves	35,572			36,131			Insurance reserves	34,803		34,660
Accrued salaries and wages	34,622			39,292			Accrued salaries and wages	73,799		49,830
Income taxes payable	16,903			3,930			Income taxes payable	70,340		43,601
Total current liabilities	804,917			870,820			Total current liabilities	1,049,919		1,000,624
Long-term debt	436,684			279,464			Long-term debt	32,063		35,764
Noncurrent operating lease liabilities	1,046,711			1,035,377			Noncurrent operating lease liabilities	1,466,090		1,465,433
Deferred income taxes	41,171			48,610			Deferred income taxes	3,805		7,762
Insurance reserves	56,759			57,567			Insurance reserves	59,379		57,452
Unrecognized tax benefits	10,279			10,722			Unrecognized tax benefits	10,601		11,304
Other liabilities	41,332			41,257			Other liabilities	147,177		181,187
Shareholders’ equity:							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 39,223 shares and 39,037 shares, respectively	1,175			1,175
Treasury shares - 78,272 shares and 78,458 shares, respectively, at cost	(2,538,276		)	(2,546,232		)
Preferred shares - authorized 2,000 shares; $0.01 par value; NaN issued							Preferred shares - authorized 2,000 shares; $0.01 par value; NaN issued	0		0
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 34,920 shares and 35,535, respectively							Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 34,920 shares and 35,535, respectively	1,175		1,175
Treasury shares - 82,575 shares and 81,960 shares, respectively, at cost							Treasury shares - 82,575 shares and 81,960 shares, respectively, at cost	(2,782,987)		(2,709,259)
Additional paid-in capital	613,823			620,728			Additional paid-in capital	615,955		634,813
Retained earnings	2,807,211			2,769,793			Retained earnings	3,434,359		3,351,002
Total shareholders' equity	883,933			845,464
Total liabilities and shareholders' equity	$	3,321,786		$	3,189,281
Total shareholders’ equity							Total shareholders’ equity	1,268,502		1,277,731
Total liabilities and shareholders’ equity							Total liabilities and shareholders’ equity	$	4,037,536	$	4,037,257


																				Common			Treasury			Additional Paid-In Capital		Retained Earnings
	Common				Treasury					Additional Paid-In Capital			Retained Earnings							Shares	Amount		Shares	Amount						Total
	Shares		Amount		Shares		Amount									Total
Thirteen Weeks Ended May 4, 2019
Balance - February 2, 2019	40,042		$	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 options	6		—		(6	)	202			(2		)	—			200
Restricted shares vested	142		—		(142	)	4,589			(4,589		)	—			—
Performance shares vested	255		—		(255	)	8,255			(8,255		)	—			—
Other	—		—		—		(2		)	—			—			(2		)
Share-based employee compensation expense	—		—		—		—			4,335			—			4,335
Balance - May 4, 2019	39,042		$	1,175	78,453		$	(2,545,967	)	$	614,174		$	2,578,949		$	648,331
Thirteen Weeks Ended May 2, 2020	Thirteen Weeks Ended May 2, 2020																		Thirteen Weeks Ended May 2, 2020
Balance - February 1, 2020	39,037		1,175		78,458		(2,546,232		)	620,728			2,769,793			845,464			Balance - February 1, 2020	39,037	$	1,175	78,458	$	(2,546,232)	$	620,728	$	2,769,793	$	845,464
Comprehensive income	—		—		—		—			—			49,323			49,323			Comprehensive income	—	0		—	0		0		49,323		49,323
Dividends declared ($0.30 per share)	—		—		—		—			—			(11,905		)	(11,905		)	Dividends declared ($0.30 per share)	—	0		—	0		0		(11,905)		(11,905)
Purchases of common shares	(119	)	—		119		(1,940		)	—			—			(1,940		)	Purchases of common shares	(119)	0		119	(1,940)		0		0		(1,940)
Exercise of stock options	—		—		—		—			—			—			—
Restricted shares vested	240		—		(240	)	7,782			(7,782		)	—			—			Restricted shares vested	240	0		(240)	7,782		(7,782)		0		0
Performance shares vested	65		—		(65	)	2,107			(2,107		)	—			—			Performance shares vested	65	0		(65)	2,107		(2,107)		0		0
Other	—		—		—		7			(1		)	—			6			Other	0	0		0	7		(1)		0		6
Share-based employee compensation expense	—		—		—		—			2,985			—			2,985			Share-based employee compensation expense	—	0		—	0		2,985		0		2,985
Balance - May 2, 2020	39,223		$	1,175	78,272		$	(2,538,276	)	$	613,823		$	2,807,211		$	883,933		Balance - May 2, 2020	39,223	$	1,175	78,272	$	(2,538,276)	$	613,823	$	2,807,211	$	883,933
Thirteen Weeks Ended May 1, 2021																			Thirteen Weeks Ended May 1, 2021
Balance - January 30, 2021																			Balance - January 30, 2021	35,535	1,175		81,960	(2,709,259)		634,813		3,351,002		1,277,731
Comprehensive income																			Comprehensive income	—	0		—	0		0		94,563		94,563
Dividends declared ($0.30 per share)																			Dividends declared ($0.30 per share)	—	0		—	0		0		(11,206)		(11,206)
Purchases of common shares																			Purchases of common shares	(1,538)	0		1,538	(104,491)		0		0		(104,491)
Restricted shares vested																			Restricted shares vested	390	0		(390)	12,995		(12,995)		0		0
Performance shares vested																			Performance shares vested	533	0		(533)	17,770		(17,770)		0		0
Other																			Other	0	0		0	(2)		0		0		(2)
Share-based employee compensation expense																			Share-based employee compensation expense	—	0		—	0		11,907		0		11,907
Balance - May 1, 2021																			Balance - May 1, 2021	34,920	1,175		82,575	(2,782,987)		615,955		3,434,359		1,268,502


	Number of Shares	Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested restricted stock units at January 30, 2021	1,214,212	$	22.71
Granted	206,685	70.77
Vested	(390,116)	22.74
Forfeited	(31,181)	25.26
Outstanding non-vested restricted stock units at May 1, 2021	999,600	$	32.56


	Number of Units	Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and PRSUs at January 30, 2021	474,031	$	24.31
Granted	263,787	70.24
Vested	(470,808)	24.27
Forfeited	(8,300)	70.24
Outstanding PSUs and PRSUs at May 1, 2021	258,710	$	69.74


First Quarter
($ in thousands)	2021				2020				Change				Comps
Furniture	$	481,431	29.6	%	$	415,700	28.9	%	$	65,731	15.8	%	13.7	%
Seasonal	328,794		20.2		215,302		15.0		113,492		52.7		51.0
Soft Home	303,981		18.7		248,743		17.2		55,238		22.2		20.6
Consumables	204,015		12.6		237,241		16.5		(33,226)		(14.0)		(14.7)
Food	175,131		10.8		203,819		14.2		(28,688)		(14.1)		(15.1)
Hard Home	132,200		8.1		118,344		8.2		13,856		11.7		9.3
Net sales	$	1,625,552	100.0	%	$	1,439,149	100.0	%	$	186,403	13.0	%	11.3	%



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


	Dividends Per Share		Amount Declared		Amount Paid
2021:			(In thousands)		(In thousands)
First quarter	$	0.30	$	11,206	$	12,460
Total	$	0.30	$	11,206	$	12,460



Issue Year	Outstanding PSUs and RPSUs at May 2, 2020	Actual Grant Date	Expected Valuation (Grant) Date	Actual or Expected Expense Period
2018	191,020		August 2020	Fiscal 2020
2019	338,528		March 2021	Fiscal 2021
2020	408,340	April 2020		Fiscal 2020 - 2021
Total	937,888



	Number of Units		Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and RPSUs at February 1, 2020	181,922		$	31.89
Granted	408,340		11.70
Vested	(181,062	)	31.89
Forfeited	(860	)	31.89
Outstanding PSUs and RPSUs at May 2, 2020	408,340		$	11.70


		2021	2020
Stores open at the beginning of the fiscal year		1,408	1,404
Stores opened during the period		13	6
Stores closed during the period		(8)	(6)
	Stores open at the end of the period	1,413	1,404


•	~~The increased comps and net sales in theConsumables~~ ~~and~~ ~~Food~~ ~~categories were driven by high demand for Essential Products during the COVID-19 coronavirus pandemic.~~


•	~~The~~ ~~Soft Home~~ category experienced increased net sales and comps during the first quarter of 2020, driven by an increase in demand following the mid-April 2020 release of government stimulus and unemployment funds. Additionally, our Soft Home category benefited from a favorable response to our new Broyhill^®~~assortment.~~