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 April ~~30, 2022~~29, 2023

☐ 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 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

☑☐

Accelerated filer

☐☑

Non-accelerated filer ☐

Smaller reporting company

☐

Emerging growth company

☐

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 ~~3, 2022,~~2, 2023, was ~~28,917,471.~~29,177,478.

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BIG LOTS, INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED APRIL ~~30, 2022~~29, 2023

TABLE OF CONTENTS


		Page
Part I. Financial Information		2

Item 1.	Financial Statements	2

a)	Consolidated Statements of Operations and Comprehensive ~~Income~~Loss for the Thirteen Weeks Ended April 30 ~~, 202~~2 29, 2023 (Unaudited) and ~~May~~ 1 ~~, 202~~1 April 30, 2022 (Unaudited)	2

b)	Consolidated Balance Sheets at April ~~30, 2022~~ 29, 2023 (Unaudited) and January 29 ~~, 202~~2 28, 2023 (Unaudited)	3

c)	Consolidated Statements of Shareholders’ Equity for the Thirteen Weeks Ended April 30 ~~, 202~~2 29, 2023 (Unaudited) and ~~May 1, 2021~~April 30, 2022 (Unaudited)	4

d)	Consolidated Statements of Cash Flows for the Thirteen Weeks Ended April 30 ~~, 202~~2 29, 2023 (Unaudited) and ~~May 1, 2021~~April 30, 2022 (Unaudited)	5

e)	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1922

Item 4.	Controls and Procedures	1922

Part II. Other Information		1922

Item 1.	Legal Proceedings	1922

Item 1A.	Risk Factors	1922

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2023

Item 3.	Defaults Upon Senior Securities	2023

Item 4.	Mine Safety Disclosures	2023

Item 5.	Other Information	2023

Item 6.	Exhibits	2124

Signature		2124

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Part I. Financial Information

Item 1. Financial Statements


BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive ~~Income~~Loss (Unaudited) (In thousands, except per share amounts)


		Thirteen Weeks Ended					Thirteen Weeks Ended
		April 30, 2022		May 1, 2021			April 29, 2023		April 30, 2022
Net sales	Net sales	$	1,374,714	$	1,625,552	Net sales	$	1,123,577	$	1,374,714
Cost of sales (exclusive of depreciation expense shown separately below)	Cost of sales (exclusive of depreciation expense shown separately below)	870,120		971,605		Cost of sales (exclusive of depreciation expense shown separately below)	731,108		870,120
Gross margin	Gross margin	504,594		653,947		Gross margin	392,469		504,594
Selling and administrative expenses	Selling and administrative expenses	480,779		497,418		Selling and administrative expenses	617,066		480,779
Depreciation expense	Depreciation expense	37,356		33,977		Depreciation expense	36,582		37,356
Operating (loss) profit		(13,541)		122,552
Operating loss						Operating loss	(261,179)		(13,541)
Interest expense	Interest expense	(2,750)		(2,568)		Interest expense	(9,149)		(2,750)
Other income (expense)	Other income (expense)	1,040		960		Other income (expense)	5		1,040
(Loss) income before income taxes		(15,251)		120,944
Income tax (benefit) expense		(4,169)		26,381
Net (loss) income and comprehensive (loss) income		$	(11,082)	$	94,563
Loss before income taxes						Loss before income taxes	(270,323)		(15,251)
Income tax benefit						Income tax benefit	(64,250)		(4,169)
Net loss and comprehensive loss						Net loss and comprehensive loss	$	(206,073)	$	(11,082)

Earnings (loss) per common share	Earnings (loss) per common share					Earnings (loss) per common share
Basic	Basic	$	(0.39)	$	2.68	Basic	$	(7.10)	$	(0.39)
Diluted	Diluted	$	(0.39)	$	2.62	Diluted	$	(7.10)	$	(0.39)

Weighted-average common shares outstanding	Weighted-average common shares outstanding					Weighted-average common shares outstanding
Basic	Basic	28,621		35,349		Basic	29,018		28,621
Dilutive effect of share-based awards	Dilutive effect of share-based awards	—		693		Dilutive effect of share-based awards	—		—
Diluted	Diluted	28,621		36,042		Diluted	29,018		28,621

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

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

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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (Unaudited) (In thousands, except par value)


		April 30, 2022		January 29, 2022			April 29, 2023		January 28, 2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	61,707	$	53,722	Cash and cash equivalents	$	51,320	$	44,730
Inventories	Inventories	1,338,737		1,237,797		Inventories	1,087,656		1,147,949
Other current assets	Other current assets	125,362		119,449		Other current assets	88,887		92,635
Total current assets	Total current assets	1,525,806		1,410,968		Total current assets	1,227,863		1,285,314
Operating lease right-of-use assets	Operating lease right-of-use assets	1,729,053		1,731,995		Operating lease right-of-use assets	1,522,917		1,619,756
Property and equipment - net	Property and equipment - net	749,416		735,826		Property and equipment - net	745,232		691,111
Deferred income taxes	Deferred income taxes	10,199		10,973		Deferred income taxes	121,926		56,301
Other assets	Other assets	37,283		37,491		Other assets	39,797		38,449
Total assets	Total assets	$	4,051,757	$	3,927,253	Total assets	$	3,657,735	$	3,690,931

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	488,524	$	587,496	Accounts payable	$	316,900	$	421,680
Current operating lease liabilities	Current operating lease liabilities	233,683		242,275		Current operating lease liabilities	250,204		252,320
Property, payroll, and other taxes	Property, payroll, and other taxes	95,920		90,728		Property, payroll, and other taxes	72,805		71,274
Accrued operating expenses	Accrued operating expenses	121,977		120,684		Accrued operating expenses	133,750		111,752
Insurance reserves	Insurance reserves	36,227		36,748		Insurance reserves	35,321		35,871
Accrued salaries and wages	Accrued salaries and wages	24,745		45,762		Accrued salaries and wages	26,100		26,112
Income taxes payable	Income taxes payable	1,325		894		Income taxes payable	918		845
Total current liabilities	Total current liabilities	1,002,401		1,124,587		Total current liabilities	835,998		919,854
Long-term debt	Long-term debt	270,800		3,500		Long-term debt	501,600		301,400
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	1,577,932		1,569,713		Noncurrent operating lease liabilities	1,483,394		1,514,009
Deferred income taxes		22,854		21,413
Insurance reserves	Insurance reserves	59,847		62,591		Insurance reserves	58,224		58,613
Unrecognized tax benefits	Unrecognized tax benefits	10,623		10,557		Unrecognized tax benefits	8,372		8,091
Other liabilities	Other liabilities	126,972		127,529		Other liabilities	218,788		125,057
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	Preferred shares - authorized 2,000 shares; $0.01 par value; none issued	—		—		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 28,893 shares and 28,476, respectively		1,175		1,175
Treasury shares - 88,602 shares and 89,019 shares, respectively, at cost		(3,107,806)		(3,121,602)
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 29,139 shares and 28,959, respectively						Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 29,139 shares and 28,959, respectively	1,175		1,175
Treasury shares - 88,356 shares and 88,536 shares, respectively, at cost						Treasury shares - 88,356 shares and 88,536 shares, respectively, at cost	(3,095,791)		(3,105,175)
Additional paid-in capital	Additional paid-in capital	619,754		640,522		Additional paid-in capital	620,971		627,714
Retained earnings	Retained earnings	3,467,205		3,487,268		Retained earnings	3,025,004		3,240,193
Total shareholders’ equity	Total shareholders’ equity	980,328		1,007,363		Total shareholders’ equity	551,359		763,907
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	4,051,757	$	3,927,253	Total liabilities and shareholders’ equity	$	3,657,735	$	3,690,931

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

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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders’ Equity (Unaudited) (In thousands)


		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 1, 2021
Balance - January 30, 2021		35,535	$	1,175	81,960	$	(2,709,259)	$	634,813	$	3,351,002	$	1,277,731
Comprehensive income		—	—		—	—		—		94,563		94,563
Dividends declared ($0.30 per share)		—	—		—	—		—		(11,206)		(11,206)
Purchases of common shares		(1,538)	—		1,538	(104,491)		—		—		(104,491)
Restricted shares vested		390	—		(390)	12,995		(12,995)		—		—
Performance shares vested		533	—		(533)	17,770		(17,770)		—		—
Other		—	—		—	(2)		—		—		(2)
Share-based employee compensation expense		—	—		—	—		11,907		—		11,907
Balance - May 1, 2021		34,920	$	1,175	82,575	$	(2,782,987)	$	615,955	$	3,434,359	$	1,268,502
Thirteen Weeks Ended April 30, 2022	Thirteen Weeks Ended April 30, 2022													Thirteen Weeks Ended April 30, 2022
Balance - January 29, 2022	Balance - January 29, 2022	28,476	1,175		89,019	(3,121,602)		640,522		3,487,268		1,007,363		Balance - January 29, 2022	28,476	$	1,175	89,019	$	(3,121,602)	$	640,522	$	3,487,268	$	1,007,363
Comprehensive income		—	—		—	—		—		(11,082)		(11,082)
Comprehensive loss														Comprehensive loss	—	—		—	—		—		(11,082)		(11,082)
Dividends declared ($0.30 per share)	Dividends declared ($0.30 per share)	—	—		—	—		—		(8,981)		(8,981)		Dividends declared ($0.30 per share)	—	—		—	—		—		(8,981)		(8,981)
Purchases of common shares	Purchases of common shares	(280)	—		281	(10,639)		—		—		(10,639)		Purchases of common shares	(280)	—		281	(10,639)		—		—		(10,639)
Restricted shares vested	Restricted shares vested	356	—		(356)	12,483		(12,483)		—		—		Restricted shares vested	356	—		(356)	12,483		(12,483)		—		—
Performance shares vested	Performance shares vested	341	—		(342)	11,952		(11,952)		—		—		Performance shares vested	341	—		(342)	11,952		(11,952)		—		—
Share-based employee compensation expense	Share-based employee compensation expense	—	—		—	—		3,667		—		3,667		Share-based employee compensation expense	—	—		—	—		3,667		—		3,667
Balance - April 30, 2022	Balance - April 30, 2022	28,893	1,175		88,602	(3,107,806)		619,754		3,467,205		980,328		Balance - April 30, 2022	28,893	$	1,175	88,602	$	(3,107,806)	$	619,754	$	3,467,205	$	980,328
Thirteen Weeks Ended April 29, 2023														Thirteen Weeks Ended April 29, 2023
Balance - January 28, 2023														Balance - January 28, 2023	28,959	1,175		88,536	(3,105,175)		627,714		3,240,193		763,907
Comprehensive loss														Comprehensive loss	—	—		—	—		—		(206,073)		(206,073)
Dividends declared ($0.30 per share)														Dividends declared ($0.30 per share)	—	—		—	—		—		(9,116)		(9,116)
Purchases of common shares														Purchases of common shares	(128)	—		128	(1,417)		—		—		(1,417)
Restricted shares vested														Restricted shares vested	308	—		(308)	10,801		(10,801)		—		—
Performance shares vested														Performance shares vested	—	—		—	—		—		—		—
Share-based employee compensation expense														Share-based employee compensation expense	—	—		—	—		4,058		—		4,058
Balance - April 29, 2023														Balance - April 29, 2023	29,139	1,175		88,356	(3,095,791)		620,971		3,025,004		551,359

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

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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (Unaudited) (In thousands)


		Thirteen Weeks Ended					Thirteen Weeks Ended
		April 30, 2022		May 1, 2021			April 29, 2023		April 30, 2022
Operating activities:	Operating activities:					Operating activities:
Net (loss) income		$	(11,082)	$	94,563
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Net loss						Net loss	$	(206,073)	$	(11,082)
Adjustments to reconcile net loss to net cash used in operating activities:						Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	Depreciation and amortization expense	37,631		34,116		Depreciation and amortization expense	37,196		37,631
Non-cash lease expense	Non-cash lease expense	68,473		64,457		Non-cash lease expense	118,921		68,473
Deferred income taxes	Deferred income taxes	2,215		(5,369)		Deferred income taxes	(65,624)		2,215
Non-cash impairment charge	Non-cash impairment charge	222		194		Non-cash impairment charge	84,449		222
(Gain) loss on disposition of property and equipment		(1,568)		780
Gain on disposition of property and equipment						Gain on disposition of property and equipment	(3,419)		(1,568)
Non-cash share-based compensation expense	Non-cash share-based compensation expense	3,667		11,907		Non-cash share-based compensation expense	4,058		3,667
Unrealized gain on fuel derivatives	Unrealized gain on fuel derivatives	(699)		(1,005)		Unrealized gain on fuel derivatives	—		(699)
Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:
Inventories	Inventories	(100,940)		38,813		Inventories	60,294		(100,940)
Accounts payable	Accounts payable	(98,972)		(17,492)		Accounts payable	(104,780)		(98,972)
Operating lease liabilities	Operating lease liabilities	(66,127)		(53,511)		Operating lease liabilities	(117,874)		(66,127)
Current income taxes	Current income taxes	(8,856)		29,435		Current income taxes	7,050		(8,856)
Other current assets	Other current assets	3,908		1,294		Other current assets	(3,985)		3,908
Other current liabilities	Other current liabilities	(20,432)		2,703		Other current liabilities	23,262		(20,432)
Other assets	Other assets	107		389		Other assets	(1,583)		107
Other liabilities	Other liabilities	(3,780)		3,019		Other liabilities	(830)		(3,780)
Net cash (used in) provided by operating activities		(196,233)		204,293
Net cash used in operating activities						Net cash used in operating activities	(168,938)		(196,233)
Investing activities:	Investing activities:					Investing activities:
Capital expenditures	Capital expenditures	(43,741)		(32,160)		Capital expenditures	(16,861)		(43,741)
Cash proceeds from sale of property and equipment	Cash proceeds from sale of property and equipment	2,505		7		Cash proceeds from sale of property and equipment	4,386		2,505
Other	Other	(5)		(17)		Other	(6)		(5)
Net cash used in investing activities	Net cash used in investing activities	(41,241)		(32,170)		Net cash used in investing activities	(12,481)		(41,241)
Financing activities:	Financing activities:					Financing activities:
Net proceeds from (repayments of) long-term debt		267,300		(3,580)
Net proceeds from long-term debt						Net proceeds from long-term debt	200,200		267,300
Net repayments of sale and leaseback financing						Net repayments of sale and leaseback financing	(743)		—
Payment of finance lease obligations	Payment of finance lease obligations	(497)		(1,293)		Payment of finance lease obligations	(444)		(497)
Dividends paid	Dividends paid	(10,705)		(12,460)		Dividends paid	(9,587)		(10,705)
Payment for treasury shares acquired	Payment for treasury shares acquired	(10,639)		(101,016)		Payment for treasury shares acquired	(1,417)		(10,639)
Other		—		(1)
Net cash provided by (used in) financing activities		245,459		(118,350)
Net cash provided by financing activities						Net cash provided by financing activities	188,009		245,459
Increase in cash and cash equivalents	Increase in cash and cash equivalents	7,985		53,773		Increase in cash and cash equivalents	6,590		7,985
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Beginning of period	Beginning of period	53,722		559,556		Beginning of period	44,730		53,722
End of period	End of period	$	61,707	$	613,329	End of period	$	51,320	$	61,707

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

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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 home discount retailer in the United States (“U.S.”). At April ~~30, 2022,~~29, 2023, we operated ~~1,434~~1,427 stores in 4748 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.

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. We have historically experienced seasonal fluctuations, with a larger percentage of our net sales and operating profit realized in our fourth fiscal quarter. 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 January ~~29,~~ 28, 2023 (“2022 ~~(“2021~~ 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 2023 (“2023”) is comprised of the 53 weeks that began on January 29, 2023 and will end on February 3, 2024. Fiscal year 2022 (“2022”) iswas comprised of the 52 weeks that began on January 30, 2022 and ~~will end~~ended on January 28, 2023. ~~Fiscal year 2021 (“2021”) was comprised of the 52 weeks that began on January 31, 2021 and ended on January 29, 2022.~~ The fiscal quarters ended April 29, 2023 (“first quarter of 2023”) and April 30, 2022 (“first quarter of 2022”) ~~and May 1, 2021 (“first quarter of 2021”)~~ were both comprised of 13 weeks.

Long-Lived Assets

As a result of the significant decline in net sales and an increase in operating loss during the first quarter of 2023, we performed impairment analyses at the store level. Our long-lived assets primarily consist of property and equipment - net and operating lease right-of-use assets. If the net book value of a store’s long-lived assets is not recoverable by the expected undiscounted future cash flows of the store, we estimate the fair value of the store’s assets and recognize an impairment charge for the excess net book value of the store’s long-lived assets over its fair value (categorized as Level 3 under the fair value hierarchy). Fair value at the store level is typically based on projected discounted cash flows over the remaining lease term.

During the first quarter of 2023, the Company recorded aggregate asset impairment charges of $83.8 million related to 237 underperforming store locations, which were comprised of $62.1 million of operating lease right-of-use assets, $22.4 million of property and equipment - net, and partially offset by a gain on extinguishment of a lease liability resulting from a lease cancellation from a previous impaired store of $0.7 million. The impairment charges were recorded in selling and administrative expenses in our accompanying consolidated statements of operations and comprehensive loss.

In the first quarter of 2023, the Company completed the sale of one owned store location that was held for sale at the end of fiscal 2022 with an aggregate net book value of $0.7 million. The net cash proceeds on the sale of real estate were $4.4 million and resulted in a gain after related expenses of $3.8 million.

Selling and Administrative Expenses

Selling and administrative expenses include impairment charges, 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 to stores in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were ~~$82.0~~$140.2 million and ~~$66.2~~$82.0 million for the first quarter of ~~2022~~2023 and the first quarter of ~~2021,~~2022, respectively. Included in our distribution and outbound transportation costs for the first quarter of 2023 were $8.6 million of closing costs associated with the planned closure of our forward distribution

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centers (“FDCs”), which we expect to fully wind down by the end of the second quarter of 2023, and $53.6 million of expense associated with the exit of the former synthetic lease on our Apple Valley, CA distribution center that was refinanced in the first quarter of 2023.

Advertising Expense

Advertising costs, which are expensed as incurred, consist primarily of television and print advertising, digital, social media, internet and e-mail marketing and advertising, payment card-linked marketing and in-store point-of-purchase signage and presentations. Advertising expenses are included in selling and administrative expenses. Advertising expenses were ~~$21.4~~$24.8 million and ~~$21.8~~$21.4 million for the first quarter of ~~2022~~2023 and the first quarter of ~~2021,~~2022, respectively.

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Supplemental Cash Flow Disclosures

The following table provides supplemental cash flow information for the first quarter of ~~2022~~2023 and the first quarter of ~~2021:~~2022:


		Thirteen Weeks Ended					Thirteen Weeks Ended
(In thousands)	(In thousands)	April 30, 2022		May 1, 2021		(In thousands)	April 29, 2023		April 30, 2022
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Cash paid for interest	Cash paid for interest	$	3,326	$	468	Cash paid for interest	$	7,945	$	3,326
Cash paid for income taxes, excluding impact of refunds	Cash paid for income taxes, excluding impact of refunds	2,933		2,303		Cash paid for income taxes, excluding impact of refunds	267		2,933
Gross proceeds from long-term debt	Gross proceeds from long-term debt	648,200		—		Gross proceeds from long-term debt	533,100		648,200
Gross payments of long-term debt	Gross payments of long-term debt	380,900		3,580		Gross payments of long-term debt	332,900		380,900
Cash paid for operating lease liabilities	Cash paid for operating lease liabilities	90,725		76,727		Cash paid for operating lease liabilities	149,007		90,725
Non-cash activity:	Non-cash activity:					Non-cash activity:
Share repurchases payable		—		3,476
Assets acquired under finance leases	Assets acquired under finance leases	1,377		—		Assets acquired under finance leases	38		1,377
Accrued property and equipment	Accrued property and equipment	26,073		26,306		Accrued property and equipment	9,919		26,073
Deemed acquisition in “failed sale-leaseback transaction”						Deemed acquisition in “failed sale-leaseback transaction”	100,000		—
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	Operating lease right-of-use assets obtained in exchange for operating lease liabilities	65,753		47,661		Operating lease right-of-use assets obtained in exchange for operating lease liabilities	85,933		65,753

Reclassifications

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.

Recent Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2022-04, Enhanced Disclosures about the Supplier Finance Programs. ASU 2022-04 requires buyers in supplier finance programs to disclose qualitative and quantitative information about their supplier finance programs. Interim and annual requirements include disclosure of outstanding amounts under the obligations as of the end of the reporting period, and annual requirements include a rollforward of those obligations for the annual reporting period, as well as a description of payment and other key terms of the programs. The Company adopted this ASU in fiscal year 2023, except for the disclosure of rollforward activity, which is effective on a prospective basis beginning in fiscal year 2024. See Note 9, Supplier Financing for disclosure related to the Company’s supplier financing program obligations.

There are currently no additional new accounting pronouncements with a future effective date that are of significance, or potential significance, to us.

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NOTE 2 – DEBT

Bank Credit Facility

On September ~~22, 2021,~~21, 2022, we entered into a ~~$600 million~~ five-year ~~unsecured~~asset-based revolving credit facility (“2022 Credit Agreement”) in an aggregate committed amount of up to $900 million (the “Commitments”) that expires on September ~~22, 2026.~~21, 2027. In connection with our entry into the 2022 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of ~~$1.2~~$3.4 million, which are being amortized over the term of the 2022 Credit Agreement.

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Revolving loans under the 2022 Credit Agreement are available in an aggregate amount equal to the lesser of (1) the aggregate Commitments and (2) a borrowing base consisting of eligible credit card receivables and eligible inventory (including in-transit inventory), subject to customary exceptions and reserves. Under the 2022 Credit Agreement, we may obtain additional Commitments on no more than five occasions in an aggregate amount of up to $300 million, subject to agreement by the lenders to increase their respective Commitments and certain other conditions. The 2022 Credit Agreement includes a swing loan sublimit of 10% of the then applicable aggregate Commitments and a $90 million letter of credit sublimit. Loans made under the 2022 Credit Agreement may be prepaid without penalty. Borrowings under the 2022 Credit Agreement are available for general corporate purposes, working capital and to repay certain of our indebtedness. ~~The~~Our obligations under the 2022 Credit Agreement ~~includes a $50 million swing loan sublimit, a $75 million letter of~~are secured by our working capital assets (including inventory, credit ~~sublimit, a $75 million sublimit for loans~~card receivables and other accounts receivable, deposit accounts, and cash), subject to ~~foreign borrowers,~~customary exceptions. The pricing and ~~a $200 million optional currency sublimit. The~~certain fees under the 2022 Credit Agreement fluctuate based on our availability under the 2022 Credit Agreement. The 2022 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 one, three or six month adjusted Term SOFR. We will also pay an unused commitment fee of 0.20% per annum on the unused Commitments. The 2022 Credit Agreement contains an environmental, social and governance (“ESG”) provision, which may provide favorable pricing and fee adjustments if we meet ESG performance criteria to be established by a future amendment to the 2022 Credit Agreement. Under the Credit Agreement, we have the option to establish incremental term loans and/or increases in the revolving credit limits in an aggregate amount of up to $300 million, subject to the lenders agreeing to increase their commitments. Additionally, the Credit Agreement includes two options to extend the maturity date of the Credit Agreement by one year each, subject to each lender agreeing to extend the maturity date of its respective loans.

The interest rates, pricing and fees under the Credit Agreement fluctuate based on our debt rating or leverage ratio, whichever results in more favorable pricing to us. The 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. The Credit Agreement updated the LIBOR fallback language to implement fallback provisions, pursuant to which the interest rate on the loans will transition to an alternative rate upon the occurrence of certain LIBOR cessation events. Loans made under the Credit Agreement may be prepaid without penalty. The2022 Credit Agreement contains ~~financial~~customary affirmative and negative covenants (including, where applicable, restrictions on our ability to, among other things, incur additional indebtedness, pay dividends, redeem or repurchase stock, prepay certain indebtedness, make certain loans and investments, dispose of assets, enter into restrictive agreements, engage in transactions with affiliates, modify organizational documents, incur liens and consummate mergers and other ~~covenants, including, but not limited~~fundamental changes) and events of default. In addition, the 2022 Credit Agreement requires us to ~~limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and~~maintain a fixed charge coverage ~~ratio. The covenants~~ratio of not less than 1.0 if (1) certain events of default occur and continue or (2) borrowing availability under the 2022 Credit Agreement is less than the greater of (a) 10% of the Maximum Credit ~~Agreement do not restrict our ability to pay dividends. Additionally, we are subject to cross-default provisions associated with~~Amount (as defined in the ~~synthetic lease for our distribution center in Apple Valley, CA, which was amended concurrent with our entry into the~~2022 Credit ~~Agreement to conform with the covenants of the Credit Agreement.~~Agreement) or (b) $67.5 million. A violation of ~~any of the~~these covenants could result in a default under the 2022 Credit Agreement ~~that would~~which could permit the lenders to restrict our ability to further access the 2022 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2022 Credit Agreement.

As of April 29, 2023, we had a Borrowing Base (as defined under the 2022 Credit Agreement) of $900.0 million under the 2022 Credit Agreement. At April ~~30, 2022,~~29, 2023, we had ~~$270.8~~$501.6 million in borrowings outstanding ~~borrowings~~ under the 2022 Credit Agreement and ~~$5.0~~$31.7 million committed to outstanding letters of credit, leaving ~~$324.2~~$366.7 million available under the 2022 Credit ~~Agreement.~~Agreement, subject to the borrowing base limitations as discussed above. At April 29, 2023, we had $276.7 million available under the 2022 Credit Agreement, net of the borrowing base limitations discussed above.

The fair ~~value~~values of our long-term ~~debt is~~obligations under the 2022 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 debt, the~~The carrying value of ~~these instruments approximates their~~our debt is a reasonable estimate for fair value.

NOTE 3 – SYNTHETIC LEASE

Synthetic Lease

On March 15, 2023, the Company, Bankers Commercial Corporation (“Lessor”), the rent assignees parties thereto (“Rent Assignees” and, together with Lessor, “Participants”), MUFG Bank, Ltd., as collateral agent for the Rent Assignees (in such capacity, “Collateral Agent”), and MUFG Bank, Ltd., as administrative agent for the Participants, entered into a Participation Agreement (the “Participation Agreement”), pursuant to which the Participants funded $100 million to Wachovia Service Corporation (“Prior Lessor”) to finance Lessor’s purchase of the land and building related to our Apple Valley, CA distribution center (“Leased Property”) from the Prior Lessor.

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under GAAP at the time the assigned purchase option was exercised. Accordingly, the Company applied sale and leaseback accounting to the transfer of the property from the Prior Lessor to the Lessor. The transaction met the criteria of a “failed sale-leaseback” under GAAP, which required us to record an asset for the deemed acquisition and an equivalent financing liability that represents the cost to acquire the Leased Property. The asset of $100.0 million was recorded in property and equipment – net in the consolidated balance sheets. The financing liability of $100.0 million was recorded in accrued operating expenses (current) and other liabilities (noncurrent) in the consolidated balance sheets.

Concurrently with Lessor’s purchase of the Leased Property from Prior Lessor, the participation agreement and lease agreement associated with our former synthetic lease arrangement, in each case entered into on November 30, 2017 and most recently amended on September 21, 2022 (the “Prior Synthetic Lease”), were terminated effective on March 15, 2023. In connection with the termination of the Prior Synthetic Lease, the Company paid a termination fee of approximately $53.4 million to Prior Lessor using borrowings under the 2022 Credit Agreement. As a result of the termination of the Prior Synthetic Lease, the borrowing base under the 2022 Credit Agreement is no longer subject to a reserve for the outstanding balance under the Prior Synthetic Lease.

The Company, together with all of its direct and indirect subsidiaries that serve as guarantors under the 2022 Credit Agreement guarantee the payment and performance obligations under the 2023 Synthetic Lease. The obligations under the 2023 Synthetic Lease are also secured by a pledge of the Company’s interest in the Leased Property. In addition, the Company, no less frequently than annually, will be subject to a test (the “LTV Test”) that requires the ratio of (a) the adjusted lease balance minus any Lessee Letter of Credit (as defined below) to (b) the Leased Property’s fair market value to not be greater than 60 percent. If the Company does not comply with the LTV Test, the Company must deliver or adjust a letter of credit in favor of the Collateral Agent (“Lessee Letter of Credit”) in an amount necessary to comply with the LTV Test. The 2023 Synthetic Lease also contains customary representations and warranties, covenants and events of default.

The Participation Agreement also requires us to maintain a fixed charge coverage ratio of not less than 1.0 if (1) certain events of default occur and continue or (2) borrowing availability under the 2022 Credit Agreement is less than the greater of (a) 10% of the Maximum Credit Amount (as defined in the 2022 Credit Agreement) or (b) $67.5 million, which is consistent with the terms of the 2022 Credit Agreement.

If an event of default occurs under the Lease, Lessor generally has the right to recover the adjusted lease balance and certain other costs and amounts payable under the 2023 Synthetic Lease and, following such payment, the Company would be entitled to receive ownership in the Leased Property from Lessor.

NOTE 34 – 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 for all periods presented. At ~~May 1, 2021, all outstanding awards were included in our computation of earnings per share because the minimum applicable performance conditions had been attained. At~~ April ~~30, 2022,~~29, 2023, performance share units that vest based on relative total shareholder return (“TSR PSUs” - see Note 4 5 for a more detailed description of these awards), and shareholder value creation awards (“SVCA PSUs” - see Note 5 for a more detailed description of these awards) were excluded from our computation of earnings (loss) per share because the minimum applicable performance conditions had not been attained. At April 30, 2022, TSR PSUs were excluded from our computation of earnings (loss) per share because the minimum applicable performance conditions had not been attained. Antidilutive restricted stock units (“RSUs”), performance share units (“PSUs”), ~~performance restricted share units (“PRSUs”),~~TSR PSUs, and ~~TSR~~SVCA PSUs are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. The RSUs, PSUs, ~~PRSUs,~~TSR PSUs, and ~~TSR~~SVCA PSUs that were antidilutive, as determined under the treasury stock method, were 0.9 million for the first quarter of 2023 and 0.4 million ~~and 0.1 million~~ for the first quarter of 2022. Due to the net loss in both the first quarter of 2022 and the first quarter of ~~2021, respectively. Due to the net loss in first quarter of 2022,~~2023, any potentially dilutive shares were excluded from the denominator in computing diluted earnings (loss) per common share for the first quarter of 2023 and the first quarter of 2022.

Share Repurchase Programs

On December 1, 2021, our Board of Directors authorized the repurchase of up to $250 million of our common shares (“2021 Repurchase Authorization”). Pursuant to the 2021 Repurchase Authorization, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2021 Repurchase Authorization has no scheduled termination date. In the first quarter of ~~2022,~~2023, no shares were repurchased under the 2021 Repurchase Authorization. As of April ~~30, 2022,~~29, 2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.

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Purchases of common shares reported in the consolidated statements of shareholders’ equity ~~include~~are comprised of shares acquired to satisfy income tax withholdings associated with the vesting of share-based awards.

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Dividends

We declared and paid cash dividends per common share during the first quarter of ~~2022~~2023 as follows:


		Dividends Per Share		Amount Declared		Amount Paid			Dividends Per Share		Amount Declared		Amount Paid
2022:				(In thousands)		(In thousands)
2023:								2023:			(In thousands)		(In thousands)
First quarter	First quarter	$	0.30	$	8,981	$	10,705	First quarter	$	0.30	$	9,116	$	9,587
Total	Total	$	0.30	$	8,981	$	10,705	Total	$	0.30	$	9,116	$	9,587

The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of ~~RSUs and PSUs.~~share-based awards. On May 23, 2023, our Board of Directors suspended the Company’s quarterly cash dividend. The payment of any 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 of Directors.

NOTE 45 – SHARE-BASED PLANS

We have issued RSUs, PSUs, ~~PRSUs,~~SVCA PSUs, and TSR PSUs under our shareholder-approved equity compensation plans. We recognized share-based compensation expense of ~~$3.7~~$4.1 million and ~~$11.9~~$3.7 million in the first quarter of ~~2022~~2023 and the first quarter of ~~2021,~~2022, respectively. ~~As of April 30, 2022, there were no PRSUs outstanding.~~

Non-vested Restricted Stock Units

The following table summarizes the non-vested RSU activity for the first quarter of ~~2022:~~2023:


		Number of Shares	Weighted Average Grant-Date Fair Value Per Share			Number of Shares	Weighted Average Grant-Date Fair Value Per Share
Outstanding non-vested RSUs at January 29, 2022		909,287	$	33.87
Outstanding non-vested RSUs at January 28, 2023					Outstanding non-vested RSUs at January 28, 2023	875,503	$	34.75
Granted	Granted	418,247	38.13		Granted	1,354,505	13.40
Vested	Vested	(355,911)	29.29		Vested	(308,051)	29.28
Forfeited	Forfeited	(23,271)	29.59		Forfeited	(45,949)	29.99
Outstanding non-vested RSUs at April 30, 2022		948,352	$	37.52
Outstanding non-vested RSUs at April 29, 2023					Outstanding non-vested RSUs at April 29, 2023	1,876,008	$	20.35

The non-vested RSUs granted in the first quarter of ~~2022~~2023 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if the grantee remains employed by us through the vesting dates. The RSUs granted in 2023 have no required financial performance objectives.

Performance Share Units

In the first quarter of 2023, we issued PSUs to certain members of management, which will vest if certain minimum financial performance objectives are achieved over a ~~threshold~~three-year performance period and the grantee remains employed by us during the performance period. The minimum financial performance objectives will be established for each fiscal year within the three-year performance period and are generally approved by the Human Capital and Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year. Based on the uncertain macroeconomic environment and a wide range of potential outcomes, the Committee chose to defer establishment of the financial performance objectives for 2023 to later in the fiscal year.

The 2023 PSU awards were issued with three distinct annual minimum financial performance objectives. The annual 2023 minimum financial performance objective is ~~achieved~~expected to be established in July 2023. The annual minimum financial performance objectives for the fiscal years 2024 and 2025 are expected to be set at the beginning of each of the respective fiscal years. As a result of the process used to establish the minimum financial performance objectives, we may meet the requirements for establishing a grant date for the 2023 PSUs when we communicate the financial performance objectives for 2023 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 minimum threshold financial performance objectives in any of three performance period and the grantee remains employed by us through the ~~vesting dates.~~

~~Performance Share Units~~

~~Prior to 2020, in 2021, and~~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 ~~first quarter~~performance period.

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In 2021 and 2022, we issued 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. The financial performance objectives for each fiscal year within the three-year performance period ~~will be~~are generally approved by the Human Capital and Compensation Committee of our Board of Directors during the first quarter of the respective fiscal year. Based on the uncertain macroeconomic environment and a wide range of potential outcomes, the Committee chose to defer establishment of the 2023 financial performance objectives to 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 PSUs issued in 2021 and 2022 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.

The number of shares ~~to be~~ distributed upon vesting of the 2021 and 2022 PSUs depends on the average performance attained during the three-year performance period compared to the performance targets established by the Human Capital and Compensation Committee, and may result in

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the distribution of an amount of shares that is greater or less than the number of 2021 and 2022 PSUs granted, as defined in the award agreement.

In 2022 and the first quarter of ~~2022,~~2023, we also awarded TSR PSUs to certain members of management, which vest based on the achievement of total shareholder return (“TSR”) targets relative to a peer group over a three-year performance period and require the grantee to remain employed by us through the end of the performance period. If we meet the applicable performance thresholds over the three-year performance period and the grantee remains employed by us through the end of the performance period, the TSR 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. We use a Monte Carlo simulation to estimate the fair value of the TSR PSUs on the grant date and recognize expense over the service period. The TSR PSUs have a contractual period of three years.

The number of shares distributed upon vesting of the TSR PSUs depends on the average performance attained during the three-year performance period compared to the performance targets established by the Human Capital and Compensation Committee, and may result in the distribution of an amount of shares that is greater or less than the number of TSR PSUs granted, as defined in the award agreement.

In the first quarter 2023, we also awarded SVCA PSUs to certain members of management, which vest based on the achievement of multiple share price performance goals over a three-year contractual term and require the grantee to remain employed by us through the end of the contractual term. We use a Monte Carlo simulation to estimate the fair value of the SVCA PSUs on the grant date and recognize expense ratably over the service period. If we meet the applicable performance thresholds over the three-year performance period and the grantee remains employed by us through the end of the contractual term, the SVCA PSUs will vest at the end of the contractual term. If the share price performance goals applicable to the SVCA PSUs are not achieved prior to expiration, the unvested portion of the awards will be forfeited.

We have begun or expect to begin recognizing expense related to PSUs, TSR PSUs, and ~~TSR~~SVCA PSUs as follows:

Issue Year

Measurement Basis

Outstanding PSUs and TSR PSUs at April 30, 2022

Actual Grant Date

Expected Valuation (Grant) Date

Actual or Expected Expense Period

Issue Year

PSU Category

Outstanding Units at April 29, 2023

Actual Grant Date

Expected Valuation (Grant) Date

Actual or Expected Expense Period

2019

ROIC/EPS

6,109

March 2021

Fiscal 2021

2021

ROIC/EPS

170,426

March 2023

Fiscal 2023

2021

PSU

130,902

July 2023

Fiscal 2023

2022

Relative TSR

68,231

March 2022

Fiscal 2022 - 2024

2022

TSR PSU

58,778

Fiscal 2022

Fiscal 2022 - 2024

2022

ROIC/EPS

272,951

March 2024

Fiscal 2024

2022

PSU

235,151

March 2024

Fiscal 2024

2023

PSU

508,089

July 2023

Fiscal 2023 - 2025

2023

TSR PSU

127,016

March 2023

Fiscal 2023 - 2025

2023

SVCA PSU

581,673

March 2023

Fiscal 2023 - 2025

Total

517,717

Total

1,641,609

~~During the first quarter~~

Table of ~~2022, the PSUs issued in 2019 vested with an average performance attainment higher than the targets established.~~ Contents

During the first quarters of ~~2022~~2023 and ~~2021,~~2022, we recognized $0.4 million and $0.1 million, ~~and $8.6 million~~respectively, in share-based compensation expense related to PSUs, ~~and~~ TSR PSUs ~~respectively.~~and SVCA PSUs. As of April 29, 2023, financial performance objectives have not been set for the 2021 PSUs, 2022 PSUs, and the 2023 PSUs, as a result, there were no PSUs outstanding at April 29, 2023.

The following table summarizes the activity related to TSR PSUs and ~~TSR~~SVCA PSUs for the first quarter of ~~2022:~~2023:


		Number of Units	Weighted Average Grant-Date Fair Value Per Share			Number of Units	Weighted Average Grant-Date Fair Value Per Share
Outstanding PSUs and TSR PSUs at January 29, 2022		240,110	$	70.24
Outstanding TSR PSUs and SVCA PSUs at January 28, 2023					Outstanding TSR PSUs and SVCA PSUs at January 28, 2023	60,924	$	55.76
Granted	Granted	68,231	58.09		Granted	712,293	4.82
Vested	Vested	(234,001)	70.24		Vested	—	—
Forfeited	Forfeited	—	—		Forfeited	(5,750)	24.36
Outstanding PSUs and TSR PSUs at April 30, 2022		74,340	$	59.09
Outstanding TSR PSUs and SVCA PSUs at April 29, 2023					Outstanding TSR PSUs and SVCA PSUs at April 29, 2023	767,467	$	8.90

The following activity occurred under our share-based plans during the respective periods shown:


		First Quarter					First Quarter
(In thousands)	(In thousands)	2022		2021		(In thousands)	2023		2022
Total fair value of restricted stock vested	Total fair value of restricted stock vested	$	12,631	$	26,901	Total fair value of restricted stock vested	$	3,410	$	12,631
Total fair value of performance shares vested	Total fair value of performance shares vested	$	13,753	$	37,168	Total fair value of performance shares vested	$	—	$	13,753

The total unearned compensation expense related to all share-based awards outstanding, excluding PSUs issued in 2021, 2022 and ~~2022,~~2023, at April ~~30, 2022~~29, 2023 was approximately ~~$32.9~~$35.3 million. ~~This~~We expect to recognize this compensation cost ~~is expected to be recognized~~ through March ~~2025~~2026 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 2.4 years from April ~~30, 2022.~~29, 2023.

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NOTE 56 – INCOME TAXES

~~In 2021,~~

For the ~~provision for~~first quarter of 2023, the Company based the income ~~taxes was based~~tax benefit on ~~a current estimate of~~ the estimated annual effective tax rate, adjusted to reflect the effect of discrete items.

For 2022, the Company's estimated annual effective tax rate has fluctuated with changes in estimated full-year pre-tax earnings due to uncertainty in our forecasted earnings resulting from an unpredictable retail landscape due to macroeconomic pressures, including cost inflation, and a decline in consumer discretionary spending. Differences between pre-tax and taxable income, such as non-deductible executive compensation, cause the effective income rate to vary significantly. Accordingly, the Company does not believe that it can estimate the annual effective tax rate for 2022 with sufficient precision and, as permitted by GAAP, has determined the income tax benefit for the first quarter of 2022 based upon the year-to-date pre-tax loss and the effect of differences between book and taxable loss.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through ~~April 29, 2023,~~May 4, 2024, 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 ~~$4.0~~$2.0 million. Actual results may differ materially from this estimate.

We regularly evaluate the realizability of our net deferred tax assets based on both positive and negative evidence available. As of April 29, 2023, we have an established valuation allowance on certain state and local deferred tax assets. There is a reasonable possibility that further valuation allowances on our federal, state and local net deferred tax assets may be required in future quarters. If insufficient positive evidence exists in future quarters and if financial conditions do not improve, it could be appropriate to record an increase in non-cash, discrete income tax expense related to changes in the valuation allowance in future quarters.

NOTE 67 – CONTINGENCIES

Legal Proceedings

We are involved in 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.

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NOTE 78 – BUSINESS SEGMENT DATA

We use the following seven merchandise categories, which are consistent with our internal management and reporting of merchandise net sales: Food; Consumables; Soft Home; Hard Home; Furniture; Seasonal; and Apparel, Electronics, & Other. The Food category includes our beverage & grocery; specialty foods; and pet departments. The Consumables category includes our health, beauty and cosmetics; plastics; paper; and chemical departments. The Soft Home category includes our home ~~décor; frames;~~organization; fashion bedding; utility bedding; bath; window; decorative textile; and area rugs departments. The Hard Home category includes our small appliances; table top; food preparation; ~~stationery;~~ home maintenance; ~~home organization;~~ and toys departments. The Furniture category includes our upholstery; mattress; ready-to-assemble; case goods; and ~~case goods~~home décor departments. The Seasonal category includes our lawn & garden; summer; Christmas; and other holiday departments. The Apparel, Electronics, & Other department includes our apparel; electronics; jewelry; hosiery; and candy & snacks departments, as well as the assortments for The Lot, our cross-category presentation solution, ~~and~~ the Queue Line, our streamlined checkout ~~experience.~~experience, and our “Bargains, Treasures, and Essentials” closeout offerings.

The following table presents net sales data by merchandise category:


		First Quarter					First Quarter
(In thousands)	(In thousands)	2022		2021		(In thousands)	2023		2022
Furniture	Furniture	$	390,386	$	481,431	Furniture	$	312,144	$	423,259
Seasonal	Seasonal	234,171		303,918		Seasonal	177,008		234,171
Food	Food	176,620		180,297		Food	164,820		176,620
Soft Home	Soft Home	166,295		223,854		Soft Home	141,880		169,666
Consumables	Consumables	155,310		162,388		Consumables	135,768		157,234
Apparel, Electronics, & Other						Apparel, Electronics, & Other	115,695		123,035
Hard Home	Hard Home	129,284		152,198		Hard Home	76,262		90,729
Apparel, Electronics, & Other		122,648		121,466
Net sales	Net sales	$	1,374,714	$	1,625,552	Net sales	$	1,123,577	$	1,374,714

NOTE 9 – SUPPLIER FINANCE PROGRAM

We facilitate a voluntary supply chain finance (“SCF”) program through a participating financial institution. This SCF program enables our suppliers to sell their receivables due from the Company to a participating financial institution at their discretion. As of April 29, 2023, the SCF program had a $55.0 million revolving capacity. We are not a party to the agreements between the participating financial institution and the suppliers in connection with the SCF program. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the SCF program. No guarantees are provided by the Company or any of our subsidiaries under the SCF program.

The amounts payable to the participating financial institution for suppliers who voluntarily participate in the SCF program are included within the accounts payable on our consolidated balance sheets. Amounts under the SCF program included within accounts payable were $13.3 million and $35.4 million as of April 29, 2023 and January 28, 2023, respectively. Payments made under the SCF program to the financial institution, like payments of other accounts payable, are a reduction to our operating cash flow.

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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,” “approximate,” “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 pandemic,~~ the current economic and credit conditions, inflation, 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.

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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 to the accompanying consolidated financial statements has the same meaning in this item and the balance of this report.

The following are the results from the first quarter of ~~2022~~2023 that we believe are key indicators of our operating performance when compared to our operating performance from the first quarter of ~~2021:~~2022:

•Net sales decreased ~~$250.8~~$251.1 million, or ~~15.4%~~18.3%.

•Comparable sales for stores open at least fifteen months, plus our e-commerce operations, decreased ~~$268.3~~$238.5 million, or ~~17.0%~~18.2%.

•Gross margin dollars decreased ~~$149.3~~$112.1 million, while gross margin rate decreased ~~350~~180 basis points to ~~36.7%~~34.9% of sales.

•Selling and administrative expenses ~~decreased $16.6~~increased $136.3 million. As a percentage of net sales, selling and administrative expenses increased ~~440 basis points~~ to ~~35.0%~~54.9% of net sales.

•Included within our selling and administrative expenses were non-cash store asset impairment charges and a gain on extinguishment of a lease liability resulting from a lease cancellation related to a previous impaired store of $83.8 million, which increased loss per share by approximately $2.18 per diluted share.

•Also included within our selling and administrative expenses were lease exit costs associated with our prior synthetic lease of $53.6 million and contract termination costs associated with closure of our forward distribution centers of $8.6 million, which increased loss per diluted share in the first quarter of 2023 by approximately $1.37 and $0.25, respectively.

•Also included within our selling and administrative expenses was a gain on sale of real estate and related expenses of $3.8 million, which decreased loss per diluted share by approximately $0.10.

•Operating ~~(loss) profit~~loss rate ~~decreased 850~~increased 2,220 basis points to ~~(1.0)~~(23.2)%.

•Diluted ~~earnings (loss)~~loss per share ~~decreased~~increased to ~~$(0.39)~~$(7.10) per share from ~~$2.62~~$(0.39) per share.

•Cash and cash equivalents decreased ~~$551.6~~$10.4 million, from ~~$613.3 million at the end of the first quarter of 2021 to~~ $61.7 million at the end of the first quarter of ~~2022.~~

•~~Inventory increased by 48.5% or $437.2 million, from $901.5~~2022 to $51.3 million at the end of the first quarter ~~2021 to~~of 2023.

•Inventory decreased 18.8% or $251.0 million, from $1,338.7 million at the end of the first quarter ~~2022.~~2022 to $1,087.7 million at the end of the first quarter 2023, primarily as a result of a 12% decrease in units on hand and a decrease in-transit inventory, partially offset by a 3% increase in average unit cost of on hand inventory.

•We declared and paid a quarterly cash dividend in the amount of $0.30 per common share in the first quarter of ~~2022,~~2023, which was consistent with the quarterly cash dividend of $0.30 per common share we paid in the first quarter of ~~2021.~~2022.

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

STORES

The following table presents stores opened and closed during the first quarter of ~~2022~~2023 and the first quarter of ~~2021:~~2022:


			2022	2021			2023	2022
Stores open at the beginning of the fiscal year	Stores open at the beginning of the fiscal year		1,431	1,408	Stores open at the beginning of the fiscal year		1,425	1,431
Stores opened during the period	Stores opened during the period		7	13	Stores opened during the period		3	7
Stores closed during the period	Stores closed during the period		(4)	(8)	Stores closed during the period		(1)	(4)
		Stores open at the end of the period	1,434	1,413		Stores open at the end of the period	1,427	1,434

We expect our store count at the end of ~~2022~~2023 to ~~increase by approximately~~ 30 ~~stores~~decrease compared to our store count at the end of ~~2021.~~2022.

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RESULTS OF OPERATIONS

The following table compares components of our consolidated statements of operations and comprehensive ~~income~~loss as a percentage of net sales at the end of each period:


		First Quarter					First Quarter
		2022		2021			2023		2022
Net sales	Net sales	100.0	%	100.0	%	Net sales	100.0	%	100.0	%
Cost of sales (exclusive of depreciation expense shown separately below)	Cost of sales (exclusive of depreciation expense shown separately below)	63.3		59.8		Cost of sales (exclusive of depreciation expense shown separately below)	65.1		63.3
Gross margin	Gross margin	36.7		40.2		Gross margin	34.9		36.7
Selling and administrative expenses	Selling and administrative expenses	35.0		30.6		Selling and administrative expenses	54.9		35.0
Depreciation expense	Depreciation expense	2.7		2.1		Depreciation expense	3.3		2.7
Operating (loss) profit		(1.0)		7.5
Operating loss						Operating loss	(23.2)		(1.0)
Interest expense	Interest expense	(0.2)		(0.2)		Interest expense	(0.8)		(0.2)
Other income (expense)	Other income (expense)	0.1		0.1		Other income (expense)	0.0		0.1
(Loss) income before income taxes		(1.1)		7.4
Income tax (benefit) expense		(0.3)		1.6
Net (loss) income and comprehensive (loss) income		(0.8)	%	5.8	%
Loss before income taxes						Loss before income taxes	(24.1)		(1.1)
Income tax benefit						Income tax benefit	(5.7)		(0.3)
Net loss and comprehensive loss						Net loss and comprehensive loss	(18.3)	%	(0.8)	%

FIRST QUARTER OF ~~2022~~2023 COMPARED TO FIRST QUARTER OF ~~2021~~2022

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 sales (“comp” or “comps”) in the first quarter of ~~2022~~2023 compared to the first quarter of ~~2021~~2022 were as follows:


First Quarter	First Quarter															First Quarter
($ in thousands)	($ in thousands)	2022				2021				Change				Comps		($ in thousands)	2023				2022				Change				Comps
Furniture	Furniture	$	390,386	28.4	%	$	481,431	29.6	%	$	(91,045)	(18.9)	%	(20.8)	%	Furniture	$	312,144	27.8	%	$	423,259	30.8	%	$	(111,115)	(26.3)	%	(27.2)	%
Seasonal	Seasonal	234,171		17.0		303,918		18.7		(69,747)		(22.9)		(24.0)		Seasonal	177,008		15.8		234,171		17.0		(57,163)		(24.4)		(24.6)
Food	Food	176,620		12.9		180,297		11.1		(3,677)		(2.0)		(3.2)		Food	164,820		14.6		176,620		12.8		(11,800)		(6.7)		(4.8)
Soft Home	Soft Home	166,295		12.1		223,854		13.8		(57,559)		(25.7)		(27.1)		Soft Home	141,880		12.6		169,666		12.4		(27,786)		(16.4)		(16.5)
Consumables	Consumables	155,310		11.3		162,388		10.0		(7,078)		(4.4)		(5.5)		Consumables	135,768		12.1		157,234		11.5		(21,466)		(13.7)		(10.9)
Apparel, Electronics, & Other																Apparel, Electronics, & Other	115,695		10.3		123,035		8.9		(7,340)		(6.0)		(6.8)
Hard Home	Hard Home	129,284		9.4		152,198		9.4		(22,914)		(15.1)		(16.7)		Hard Home	76,262		6.8		90,729		6.6		(14,467)		(15.9)		(15.4)
Apparel, Electronics, & Other		122,648		8.9		121,466		7.4		1,182		1.0		(1.1)
Net sales	Net sales	$	1,374,714	100.0	%	$	1,625,552	100.0	%	$	(250,838)	(15.4)	%	(17.0)	%	Net sales	$	1,123,577	100.0	%	$	1,374,714	100.0	%	$	(251,137)	(18.3)	%	(18.2)	%

Net sales decreased ~~$250.8~~$251.1 million, or ~~15.4%~~18.3%, to $1,123.6 million in the first quarter of 2023, compared to $1,374.7 million in the first quarter of ~~2022, compared to $1,625.6 million in the first quarter of 2021.~~2022. The decrease in net sales was primarily driven by ~~a 17.0%~~an 18.2% decrease in our comps, which decreased net sales by ~~$268.3~~$238.5 million ~~partially offset by~~and our non-comparable sales, which ~~increased~~decreased net sales by ~~$17.5~~$12.6 million, driven by the net ~~increase~~decrease of 217 stores since the first quarter of ~~2021 and increased sales of our new and relocated stores compared to closed stores.~~2022. 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.

Our ~~net sales and comps~~ decreased in the first quarter of 2022 due to the absence of government sponsored relief packages that were present in the first quarter of 2021, which included government stimulus payments and enhanced unemployment benefits, and resulted in increased net sales and comps in the first quarter of ~~2021. Additionally, we experienced decreased demand in~~2023 were significantly impacted by macro economic pressures on our customers, which has negatively impacted the discretionary spending of our customers, particularly with respect to large-ticket Furniture and Seasonal products.

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first quarter of 2022 as a result of general economic pressures on our customers caused by inflation and other macroeconomic impacts, including rising fuel and food prices, which we believe impacted the discretionary spending of our customers.

In the first quarter of ~~2022,~~2023, we experienced decreased comps and net sales in all of our merchandise ~~categories except our Apparel, Electronics, & Other category where net sales increased slightly.~~categories. Our home products categories - Furniture, Seasonal, Soft Home, and Hard Home - were most impacted, as purchases from these categories are generally more discretionary. ~~As discussed above,~~In the ~~absence~~first quarter of ~~stimulus~~2023, the lack of our Broyhill® branded product had negative impact on comps and ~~enhanced unemployment benefits and a challenging macroeconomic environment reduced~~sales for our ~~customer's discretionary spending. Furthermore,~~home product categories, particularly Furniture. In November 2022, our ~~Seasonal category was negatively impacted~~largest Broyhill® furniture supplier, United Furniture, Inc., abruptly closed, which resulted in an immediate shortage in Broyhill® inventory available for us to purchase. To mitigate the shortage while we sought new suppliers for Broyhill® furniture, we purchased replacement product from other suppliers, which has not performed as well as our Broyhill® branded product performed in the first quarter of ~~2022 by cooler weather stretching into March and April in much of the country,~~2022. As discussed above, we believe that macro economic pressures significantly reduced our customer's discretionary spending, which has led to ~~a slow start to~~ the ~~lawn & garden and summer selling season, both weather-sensitive departments. Accordingly, we experienced lower~~decreased net sales and comps in all our home products categories. We believe our Seasonal ~~category~~net sales and comps in the first quarter of ~~2022~~2023, particularly our lawn & garden and Summer departments, were also adversely impacted by later-arriving warm weather in ~~the northern~~many parts of the U.S. ~~compared to~~versus the ~~southern U.S., particularly the southeastern U.S.~~first quarter of 2022.

While our Food and Consumables categories experienced decreased comps and net sales in the first quarter of ~~2022,~~2023, these categories performed relatively better than our home products categories in the first quarter of ~~2022~~2023 as they are less sensitive to changes in discretionary spending.

Our Apparel, Electronics, & Other category experienced a ~~slight~~ decrease in comps as a result of the decreased discretionary spending in the first quarter of ~~2022~~2023 discussed above. We believe that the net sales of our Apparel, Electronics, & Other category benefited from our “Bargains, Treasures, and Essentials” merchandising strategy as we began to implement lower entry-level price points with name brand closeout offerings in the first quarter of 2023.

Gross Margin

Gross margin dollars decreased ~~$149.3~~$112.1 million, or ~~22.8%~~22.2%, to $392.5 million for the first quarter of 2023, compared to $504.6 million for the first quarter of ~~2022, compared to $653.9 million for the first quarter of 2021.~~2022. The decrease in gross margin dollars was primarily due to a decrease in net sales and gross margin rate. Gross margin as a percentage of net sales decreased ~~350~~180 basis points to 34.9% in the first quarter of 2023 compared to 36.7% in the first quarter of ~~2022 compared to 40.2% in the first quarter of 2021.~~2022. The gross margin rate decrease was primarily due to a higher ~~markdowns, higher inbound freight costs,~~markdown rate, and a higher shrink ~~rate.~~rate, partially offset by lower inbound freight costs. The higher ~~markdowns were~~markdown rate was a result of ~~our being more promotional~~the decline in sales in the first quarter of ~~2022~~2023 compared to the first quarter of ~~2021. Inbound freight costs increased due~~2022, as our markdown volume in the first quarter of 2023 was similar to ~~higher ocean carriage rates, detention and demurrage charges related to supply chain delays, and higher fuel costs.~~the first quarter of 2022. The higher shrink rate was primarily driven by sales deleverage as our unit loss and dollar loss in our 2023 physical inventory counts have both improved versus the prior year. The higher shrink rate was also driven by a ~~higher rate of theft and other loss in~~cumulative adverse adjustment to our ~~stores during 2021, which has led to unfavorable physical inventory counts in the 2022 physical inventory cycle and a higher~~ shrink accrual rate in the ~~fourth~~first quarter of ~~2021~~2023 as we projected better results for our 2023 physical inventory count results at the end of 2022 versus the actualized results in the first quarter of 2022. Inbound freight costs declined due to lower ocean carriage rates, lower fuel costs, and decreased inbound volume versus the first quarter of 2022.

Selling and Administrative Expenses

Selling and administrative expenses were $617.1 million for the first quarter of 2023, compared to $480.8 million for the first quarter of ~~2022, compared to $497.4 million for the first quarter~~2022. The increase of ~~2021. The decrease of $16.6~~$136.3 million in selling and administrative expenses was driven by ~~decreases~~store asset impairment charges (see Note 1 to the accompanying consolidated financial statements) resulting from a review of underperforming stores and partially offset by a gain on extinguishment of a lease liability resulting from a lease cancellation related to a previous impaired store of $83.8 million, a lease payment related to the exit of our Prior Synthetic Lease of $53.6 million, termination costs and related expenses, related to the exit of our FDCs of $8.6 million, and an increase in ~~accrued bonus~~advertising expense of ~~$19.1 million, share-based compensation expense of $8.2 million, and self-insurance expense of $3.6~~$3.4 million, partially offset by ~~increases~~a decrease in ~~distribution~~store payroll of $12.3 million and ~~transportation expense~~a gain on sale of ~~$15.8~~real estate and related expenses of $3.8 million. The ~~decrease~~increase in ~~accrued bonus~~advertising expense was ~~due~~related to ~~lower performance~~a shift from a broad or mass distribution in the first quarter of 2022 ~~relative~~ to ~~our quarterly~~a more targeted approach in the first quarter of 2023. The more targeted approach includes specific customer, product and ~~annual operating plans as~~regional focused advertising. The decrease in store payroll was driven by a lower store count compared to the first quarter of ~~2021. Our share-based compensation expense decreased due to the 2019 PSUs granted~~2022 and an overall reduction in ~~the first quarter of 2021, which carried a higher grant date fair value~~store headcount and for which substantially more awards were granted than the 2022 TSR PSUs granted in the first quarter of 2022. The decrease in self-insurance expense was primarily driven by favorable workers' compensation, general liability, and healthcare claims experience, which led to lower incurred expense in the first quarter of 2022. The increase in distribution and transportation expenses was driven by increased fuel costs and outbound transportation rates.payroll hours.

As a percentage of net sales, selling and administrative expenses increased ~~440~~1,990 basis points to 54.9% for the first quarter of 2023 compared to 35.0% for the first quarter of ~~2022 compared to 30.6% for the first quarter of 2021.~~2022.

~~Table of Contents~~

Depreciation Expense

Depreciation expense ~~increased $3.4~~decreased $0.8 million to $36.6 million in the first quarter of 2023, compared to $37.4 million in the first quarter of ~~2022, compared to $34.0 million for the first quarter of 2021.~~2022. Depreciation expense as a percentage of sales increased 60 basis points compared to the first quarter of ~~2021.~~2022. The ~~increase~~decrease was primarily driven by ~~investments~~impairment charges taken in the last twelve months and decreased capital spend in the last twelve months, partially offset by accelerated depreciation costs related to the anticipated exit from our ~~strategic initiatives, new stores, and supply chain improvements.~~FDCs.

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Interest Expense

Interest expense was $9.1 million in the first quarter of 2023, compared to $2.8 million in the first quarter of ~~2022, compared to $2.6 million in the first quarter of 2021.~~2022. The increase in interest expense was driven by an increase in total average ~~borrowings. We had total average~~ borrowings (including finance leases and the ~~financing liability related to the~~ sale and leaseback ~~transactions for four~~financing liability) and an increase in the average interest rate. We had total average borrowings of ~~our distribution centers)~~$574.5 million in the first quarter of 2023 compared to total average borrowings of $301.1 million in the first quarter of ~~2022 compared to total average borrowings of $180.7 million in the first quarter of 2021.~~2022. The increase in total average borrowings was driven by our borrowings under the 2022 Credit Agreement throughout the first quarter of ~~2022, while we had no borrowings under our revolving credit facility in~~2023 compared to the first quarter of ~~2021, partially offset by the repayment of the balance of a term note agreement in the second quarter of 2021.~~2022.

Other Income (Expense)

Other income (expense) was $0.0 million in the first quarter of 2023 and $1.0 million in the first quarter of ~~2022 and in the first quarter of 2021. The income in both years was driven by unrealized gains on our diesel fuel derivatives.~~2022.

Income Taxes

The effective income tax rate for the first quarter of ~~2022~~2023 and the first quarter of ~~2021~~2022 was ~~27.3%~~23.8% and ~~21.8%~~27.3%, respectively. The ~~increase~~decrease in the effective income tax rate was primarily attributable to absence of audit settlements and a net deficiency associated with vesting of share-based payment awards infrom 2022 compared to a net benefit in the first quarter of ~~2021, partially offset by an increase in employment-related tax credits in 2022.~~2023. Additionally, the ~~increase~~decrease in the effective income tax rate was impacted by the increase in loss before income taxes in the first quarter of ~~2022~~2023 compared to the ~~income~~loss before income taxes in the first quarter of ~~2021.~~2022.

Known Trends and ~~2022~~2023 Guidance

In ~~late 2021 and early 2022,~~fiscal 2023, the U.S. economy has ~~experienced its highest inflationary period in decades,~~continued to face macro-economic challenges including high inflation, which has ~~adversely impacted costs in our business and~~ adversely impacted the buying power of our customers. We expect the inflationary environment towill continue ~~and~~to negatively impact costs within our business and discretionary spending specifically high ticket products by our ~~customers.~~customers through at least the second quarter of 2023. At this time, the Company does not believe it has sufficient visibility to provide full year guidance for ~~2022.~~2023.

Given a wider-than-usual range of potential outcomes, we are not currently providing earnings per share guidance for the second quarter of ~~2022.~~2023. However, we do anticipate a loss in the second quarter of ~~2022.~~2023. As of May ~~27, 2022,~~26, 2023, we expect the following in the second quarter of ~~2022:~~2023:

•A comparable sales decrease in the ~~mid-to-high single digits~~high-teens range compared to the second quarter of ~~2021;~~2022;

•Gross margin rate slightly above the second quarter of 2022, in the low 30s, ~~as result of increased promotional activity and inbound transportation costs;~~driven by significant markdowns on slow-moving Seasonal inventory; and

•Selling and administrative expenses slightly updown compared to the second quarter of ~~2021.~~2022.

For 2023, we expect capital expenditures of approximately $80 million.

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Capital Resources and Liquidity

On September ~~22, 2021,~~21, 2022, we entered into ~~the~~a five-year asset-based revolving credit facility (“2022 Credit ~~Agreement which provides for a $600~~Agreement”) in an aggregate committed amount of up to $900 million ~~five-year unsecured credit facility~~(the “Commitments”) that expires on September ~~22, 2026.~~21, 2027. In connection with our entry into the 2022 Credit Agreement, we paid bank fees and other expenses in the aggregate amount of $3.4 million, which are being amortized over the term of the 2022 Credit Agreement.

The interest rates, pricing and fees under the Credit Agreement fluctuate based on our debt rating or leverage ratio, whichever results in more favorable pricing to us. The 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. The Credit Agreement updated the LIBOR fallback language to implement fallback provisions, pursuant to which the interest rate on the loans will transition to an alternative rate upon the occurrence of certain LIBOR cessation events. Loans made under the Credit Agreement may be prepaid without penalty. The2022 Credit Agreement contains ~~financial~~customary affirmative and negative covenants (including, where applicable, restrictions on our ability to, among other things, incur additional indebtedness, pay dividends, redeem or repurchase stock, prepay certain indebtedness, make certain loans and investments, dispose of assets, enter into restrictive agreements, engage in transactions with affiliates, modify organizational documents, incur liens and consummate mergers and other ~~covenants, including, but not limited~~fundamental changes) and events of default. In addition, the 2022 Credit Agreement requires us to ~~limitations on indebtedness, liens and investments, as well as the maintenance of two financial ratios – a leverage ratio and~~maintain a fixed charge coverage ~~ratio. The covenants~~ratio of not less than 1.0 if (1) certain events of default occur and continue or (2) borrowing availability under the 2022 Credit Agreement is less than the greater of (a) 10% of the Maximum Credit ~~Agreement do not restrict our ability to pay dividends.~~Amount (as defined in the 2022 Credit Agreement) or (b) $67.5 million. Additionally, we are subject to cross-default provisions associated with the ~~synthetic lease for our distribution center in Apple Valley, CA, which was amended concurrent with our entry into the Credit Agreement to conform with the covenants of the Credit Agreement.~~2023 Synthetic Lease. A violation of ~~any of the~~these covenants could result in a default under the 2022 Credit Agreement ~~that would~~which could permit the lenders to restrict our ability to further access the 2022 Credit Agreement for loans and letters of credit and require the immediate repayment of any outstanding loans under the 2022 Credit Agreement. At April ~~30, 2022,~~29, 2023, we were in compliance with the covenants of the 2022 Credit Agreement.

~~At April~~On March 15, 2023, the Company, Bankers Commercial Corporation (“Lessor”), the rent assignees parties thereto (“Rent Assignees” and, together with Lessor, “Participants”), MUFG Bank, Ltd., as collateral agent for the Rent Assignees (in such capacity, “Collateral Agent”), and MUFG Bank, Ltd., as administrative agent for the Participants, entered into a Participation Agreement (the “Participation Agreement”), pursuant to which the Participants funded $100 million to Wachovia Service Corporation (“Prior Lessor”) to finance Lessor’s purchase of the land and building related to our Apple Valley, CA distribution center (“Leased Property”) from the Prior Lessor.

Also on March 15, 2023, we entered into a Lease Agreement and supplement to the Lease Agreement (collectively, the “Lease” and together with the Participation Agreement and related agreements, the “2023 Synthetic Lease”) pursuant to which the Lessor will lease the Leased Property to the Company for an initial term of 60 months. The Lease may be extended for up to an additional five years, in one-year or longer annual periods, with each renewal subject to approval by the Participants. The 2023 Synthetic Lease requires the Company to pay basic rent on the scheduled payment dates in arrears in an amount equal to (a) a per annum rate equal to Term SOFR for the applicable payment period plus a 10 basis point spread adjustment plus an applicable margin equal to 250 basis points multiplied by (b) the portion of the lease balance not constituting the investment by Lessor in the Leased Property. In addition to basic rent, the Company must pay all costs and expenses associated with the use or occupancy of the Leased Property, including without limitation, maintenance, insurance and certain indemnity payments. The Company will also be responsible for break-funding costs, annual lease administration fees and increased costs. GAAP treatment of the synthetic lease refinancing transaction requires us to treat the assignment of the purchase option from Prior Lessor to Lessor as a deemed acquisition of the Leased Property due to the Company’s control of the Leased Property under GAAP at the time the assigned purchase option was exercised. Accordingly, the Company applied sale and leaseback accounting to the transfer of the property from the Prior Lessor to the Lessor. The transaction met the criteria of a “failed sale-leaseback” under GAAP, which required us to record an asset for the deemed acquisition and an equivalent financing liability that represents the cost to acquire the Leased Property. The asset of $100.0 million was recorded in property and equipment –

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net in the consolidated balance sheets. The financing liability of $100.0 million was recorded in accrued operating expenses (current) and other liabilities (noncurrent) in the consolidated balance sheets.

Concurrently with Lessor’s purchase of the Leased Property from Prior Lessor, the participation agreement and lease agreement associated with our former synthetic lease arrangement, in each case entered into on November 30, 2017 and most recently amended on September 21, 2022 ~~we had $270.8~~(the “Prior Synthetic Lease”), were terminated effective on March 15, 2023. In connection with the termination of the Prior Synthetic Lease, the Company paid a termination fee of approximately $53.4 million ofto Prior Lessor using borrowings under the 2022 Credit Agreement. As a result of the termination of the Prior Synthetic Lease, the borrowing base under the 2022 Credit Agreement is no longer subject to a reserve for the outstanding balance under the Prior Synthetic Lease.

As of April 29, 2023, we had a Borrowing Base (as defined under the 2022 Credit Agreement) of $900.0 million under the 2022 Credit Agreement. At April 29, 2023, we had $501.6 million in borrowings outstanding under the 2022 Credit Agreement and ~~the borrowings available under the Credit Agreement were $324.2~~$31.7 million ~~after taking into account the reduction in availability resulting from~~committed to outstanding letters of credit, ~~totaling $5.0 million.~~leaving $366.7 million available under the 2022 Credit Agreement, subject to the borrowing base limitations as discussed above. At April 29, 2023, we had $276.7 million available under the 2022 Credit Agreement, net of the borrowing base limitations discussed above.

The ~~primarily~~primary source of our liquidity is cash flows from operations and borrowings under our credit facility as necessary. Our net ~~income~~loss and, consequently, our cash ~~provided by~~used in operations are impacted by net sales volume, seasonal sales patterns, and operating profit margins. ~~Our~~Historically, our cash provided by operations typically peaks in the fourth quarter of each fiscal year due to net sales generated during the holiday selling season. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter as we build our inventory levels prior to the holiday selling season. We have historically funded those requirements with cash provided by operations and borrowings under our credit facility. We expect to borrow under the Credit Agreement during 2022 to fund our cash requirements. However, we currently expect to reduce our borrowings under the Credit Agreement at the end of the second quarter of 2022 compared to the first quarter of 2022. Cash requirements include, among other things, capital expenditures, working capital needs, interest payments, and other contractual commitments. Given our anticipated cash needs, we expect to utilize borrowings under the 2022 Credit Agreement throughout the remainder of 2023 to fund our cash requirements. To generate additional liquidity, the Company has also engaged external partners to monetize assets, primarily consisting of its remaining owned real estate properties, and to identify savings opportunities of up to $200 million which are expected to be realized within cost of goods sold, advertising expense and other selling and administrative expenses.

Based on historical and expected financial results, we believe that we have or have the ability to obtain adequate resources to fund our cash requirements for the foreseeable future, including ongoing and seasonal working capital requirements, proposed capital expenditures, new projects, and currently maturing obligations.

On December 1, 2021, our Board of Directors authorized the repurchase of up to $250 million of our common shares under the 2021 Repurchase Authorization. Pursuant to the 2021 Repurchase Authorization, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2021 Repurchase Authorization has no scheduled termination date. In the first quarter of ~~2022,~~2023, we did not repurchase shares under the 2021 Repurchase Authorization. As of April ~~30, 2022,~~29, 2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.

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In March ~~2022,~~2023, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on ~~April 1, 2022~~March 31, 2023 to shareholders of record as of the close of business on March ~~18, 2022.~~17, 2023. The cash dividend of $0.30 per common share is consistent with our quarterly dividends declared in ~~2021.~~2022. In the first quarter of ~~2022,~~2023, we paid approximately ~~$10.7~~$9.6 million in dividends, compared to the dividends paid of ~~$12.5~~$10.7 million in the first quarter of ~~2021.~~2022.

InOn May ~~2022,~~23, 2023, our Board of Directors ~~declared a~~suspended the Company’s quarterly cash ~~dividend~~dividend. The declaration of ~~$0.30 per common share payable~~any future dividends will be at the discretion of our Board of Directors and will depend on ~~June 24, 2022 to shareholders~~our financial condition, results of ~~record as~~operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board of ~~the close of business on June 10, 2022.~~Directors.

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The following table compares the primary components of our cash flows from the first quarter ~~2022~~2023 compared to the first quarter ~~2021:~~2022:


(In thousands)	(In thousands)	2022		2021		Change		(In thousands)	2023		2022		Change
Net cash (used in) provided by operating activities		$	(196,233)	$	204,293	$	(400,526)
Net cash used in operating activities								Net cash used in operating activities	$	(168,938)	$	(196,233)	$	27,295
Net cash used in investing activities	Net cash used in investing activities	(41,241)		(32,170)		(9,071)		Net cash used in investing activities	(12,481)		(41,241)		28,760
Net cash provided by (used in) financing activities		$	245,459	$	(118,350)	$	363,809
Net cash provided by financing activities								Net cash provided by financing activities	$	188,009	$	245,459	$	(57,450)

Cash ~~(used in) provided by~~used in operating activities decreased by ~~$400.5~~$27.3 million to ~~cash used~~$168.9 million in ~~operating activities~~the first quarter of 2023 compared to $196.2 million in the first quarter of ~~2022 compared to cash provided by operating activities of $204.3 million in the first quarter of 2021.~~2022. The decrease was primarily due to a decrease in net loss after adjusting for non-cash activities such as a non-cash impairment charge and a non-cash lease expense, and a decrease from inventories, which was driven by ~~the combined increase in cash outflows from inventories and accounts payable, which were driven by increased~~decreased inventory ~~levels~~purchases at the end of the first quarter of ~~2022, a lower net (loss)~~2023. Partially offsetting this decrease were increases in the change in deferred income ~~after adjusting for non-cash activities such as non-cash share-based compensation expense and non-cash lease expense, and an increase in cash outflows from current income taxes,~~tax benefit, which was driven by ~~our lower (loss) income~~the increased loss before income taxes, and operating lease liabilities related to the refinance of the Apple Valley, CA distribution center, and the gain on disposition of equipment and property related to the sale of an owned store location in the ~~year-to-date 2022.~~first quarter of 2023.

Cash used in investing activities ~~increased~~decreased by ~~$9.1~~$28.8 million to $12.5 million in the first quarter of 2023 compared to $41.2 million in the first quarter of ~~2022 compared to $32.2 million in the first quarter of 2021.~~2022. The ~~increase~~decrease was principally driven by ~~an increase~~a decrease in capital expenditures, which was primarily due to ~~increased~~fewer investments in new stores.

Cash provided by ~~(used in)~~ financing activities ~~increased~~decreased by ~~$363.8~~$57.5 million to ~~cash provided by financing activities~~$188.0 million in the first quarter of 2023 compared to $245.5 million in the first quarter of ~~2022 compared to cash used in financing activities of $118.4 million in the first quarter of 2021.~~2022. The ~~increase~~decrease was driven by lower net proceeds from long-term debt, ~~due to borrowings under the Credit Agreement to fund working capital requirements, and~~partially offset by a decrease in payment for treasury shares acquired. The decrease in payment for treasury shares acquired was due to a decrease in shares ~~repurchased under a share repurchase authorization in first quarter of 2021, whereas there were no shares repurchased in the first quarter of 2022 under the 2021 Repurchase Authorization.~~

Based on historical and expected financial results, we believe that we have or, if necessary, have the ability to obtain, adequate resources to fund our cash requirements, including ongoing and seasonal working capital requirements, proposed capital expenditures, new projects, and currently maturing obligations.withheld for income taxes.

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~~N ote 1 to our consolidated financial statements included in our ~~2021~~2022 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 ~~2021~~2022 Form 10-K. Had we used estimates, judgments, and assumptions different from any of those discussed in our ~~2021~~2022 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 2022 Credit Agreement. We had ~~$270.8~~$501.6 million in borrowings under the 2022 Credit Agreement at April ~~30, 2022.~~29, 2023. 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 ~~$2.7~~$5.0 million.

We are subject to market risk from exposure to changes in our derivative instruments associated with diesel fuel. At April 30, 2022, we had outstanding derivative instruments, in the form of collars, covering 0.9 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)
2022 900 900 $ 1,555
Total 900 900 $ 1,555

~~Additionally, at April 30, 2022, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately $0.4 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

For information regarding certain legal proceedings to which we have been named a party or are subject, see ~~note 6~~N ote 7 to the accompanying consolidated financial statements.

Item 1A. Risk Factors

During the first quarter of ~~2022,~~2023, there were no material changes to the risk factors previously disclosed in our ~~2021~~2022 Form 10-K.

1922

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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)							(In thousands, except price per share data)
Period	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		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
January 30, 2022 - February 26, 2022		1	$	42.09	—	$	159,425
February 27, 2022 - March 26, 2022		49	36.58		—	159,425
March 27, 2022 - April 30, 2022		230	38.17		—	159,425
January 29, 2023 - February 25, 2023								January 29, 2023 - February 25, 2023	2	$	16.55	—	$	159,425
February 26, 2023 - March 25, 2023								February 26, 2023 - March 25, 2023	46	11.33		—	159,425
March 26, 2023 - April 29, 2023								March 26, 2023 - April 29, 2023	80	10.80		—	159,425
Total	Total	280	$	37.91	—	$	159,425	Total	128	$	11.06	—	$	159,425

(1) In February, March, and April ~~2022,~~2023, in connection with the vesting of certain outstanding RSUs and PSUs, we acquired ~~1,340, 48,998~~1,586, 45,997 and ~~230,300~~80,528 of our common shares, respectively, which were withheld to satisfy income tax withholdings.

(2) The 2021 Repurchase Authorization is comprised of a December 1, 2021 authorization by our Board of Directors for the repurchase of up to $250.0 million of our common shares. During the first quarter of ~~2022,~~2023, we had no repurchases under the 2021 Repurchase Authorization. At April ~~30, 2022,~~29, 2023, the 2021 Repurchase Authorization has $159.4 million of remaining authorization. The 2021 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.

2023

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Item 6. Exhibits

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


			Exhibit No.						Document
			~~10.1~~10.1*						Participation Agreement, dated March 15, 2023, by and among AVDC, LLC, the Lessee, and the Banks named therein.
			10.2*						Lease Agreement, dated March 15, 2023, by and among AVDC, LLC, the Lessee, and the Banks named therein.
			10 .3						Form of Big Lots 2020 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit ~~10.14~~10.3 to our Form ~~10-K~~8-K dated March ~~29, 2022)~~16, 2023).
			~~10.2~~10 .4						Form of Big Lots ~~Inc. Executive Severance Agreement.~~
			~~10.3~~						~~Big Lots, Inc. Senior Executive Severance Agreement.~~2020 Long-Term Incentive Plan Performance Share Units Award Agreement (incorporated herein by reference to Exhibit 10.4 to our Form 8-K dated March 16, 2023).
			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 ~~8, 2022~~7, 2023


			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)

2124


Calendar Year of Maturity	Diesel Fuel Derivatives		Fair Value
	Puts	Calls	Asset (Liability)
	(Gallons, in thousands)		(In thousands)
2022	900	900	$	1,555
Total	900	900	$	1,555