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 ~~October~~April 29, ~~2022~~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~~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 filerþ

☐

Accelerated filer

o☑

Non-accelerated filer o☐

Smaller reporting companyo

☐

Emerging growth company

o☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The number of the registrant’s common shares, $0.01 par value, outstanding as of ~~December~~June 2, ~~2022,~~2023, was ~~28,958,865.~~29,177,478.

Table of Contents

BIG LOTS, INC.

FORM 10-Q

FOR THE FISCAL QUARTER ENDED ~~OCTOBER~~APRIL 29, ~~2022~~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 ~~and~~ ~~Thirty-nine~~Weeks Ended ~~October~~April 29,~~, 2022~~ 2023 (Unaudited) and ~~October~~ 3 0 ~~, 2021~~April 30, 2022 (Unaudited)	2

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

c)	Consolidated Statements of Shareholders’ Equity for the Thirteen ~~and~~ ~~Thirty-nine~~Weeks Ended ~~October~~April 29,~~, 2022~~ 2023 (Unaudited) and ~~October~~April 30, 2022 30 ~~, 2021~~ (Unaudited)	4

d)	Consolidated Statements of Cash Flows for the ~~Thirty-nine~~Thirteen Weeks Ended ~~October~~April 29,~~, 2022~~ 2023 (Unaudited) and April 30, 2022 ~~October~~ 3 0 ~~, 2021~~ (Unaudited)	5

e)	Notes to Consolidated Financial Statements (Unaudited)	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2422

Item 4.	Controls and Procedures	2522

Part II. Other Information		2522

Item 1.	Legal Proceedings	2522

Item 1A.	Risk Factors	2522

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2623

Item 3.	Defaults Upon Senior Securities	2723

Item 4.	Mine Safety Disclosures	2723

Item 5.	Other Information	2723

Item 6.	Exhibits	2724

Signature		2824

Table of Contents

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				Thirty-nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Net sales	Net sales	$	1,204,281	$	1,335,656	$	3,925,216	$	4,418,582	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)	794,821		816,475		2,572,614		2,667,657		Cost of sales (exclusive of depreciation expense shown separately below)	731,108		870,120
Gross margin	Gross margin	409,460		519,181		1,352,602		1,750,925		Gross margin	392,469		504,594
Selling and administrative expenses	Selling and administrative expenses	503,016		487,378		1,494,239		1,473,454		Selling and administrative expenses	617,066		480,779
Depreciation expense	Depreciation expense	37,255		35,930		111,808		105,196		Depreciation expense	36,582		37,356
Operating (loss) profit		(130,811)		(4,127)		(253,445)		172,275
Operating loss										Operating loss	(261,179)		(13,541)
Interest expense	Interest expense	(6,256)		(2,284)		(12,910)		(7,148)		Interest expense	(9,149)		(2,750)
Other income (expense)	Other income (expense)	62		285		1,359		1,112		Other income (expense)	5		1,040
(Loss) income before income taxes		(137,005)		(6,126)		(264,996)		166,239
Income tax (benefit) expense		(33,992)		(1,796)		(66,751)		38,299
Net (loss) income and comprehensive (loss) income		$	(103,013)	$	(4,330)	$	(198,245)	$	127,940
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	$	(3.56)	$	(0.14)	$	(6.88)	$	3.80	Basic	$	(7.10)	$	(0.39)
Diluted	Diluted	$	(3.56)	$	(0.14)	$	(6.88)	$	3.73	Diluted	$	(7.10)	$	(0.39)

Weighted-average common shares outstanding	Weighted-average common shares outstanding									Weighted-average common shares outstanding
Basic	Basic	28,943		31,679		28,828		33,677		Basic	29,018		28,621
Dilutive effect of share-based awards	Dilutive effect of share-based awards	—		—		—		617		Dilutive effect of share-based awards	—		—
Diluted	Diluted	28,943		31,679		28,828		34,294		Diluted	29,018		28,621

Cash dividends declared per common share	Cash dividends declared per common share	$	0.30	$	0.30	$	0.90	$	0.90	Cash dividends declared per common share	$	0.30	$	0.30

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

Table of Contents


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


		October 29, 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	$	62,138	$	53,722	Cash and cash equivalents	$	51,320	$	44,730
Inventories	Inventories	1,345,280		1,237,797		Inventories	1,087,656		1,147,949
Other current assets	Other current assets	122,581		119,449		Other current assets	88,887		92,635
Total current assets	Total current assets	1,529,999		1,410,968		Total current assets	1,227,863		1,285,314
Operating lease right-of-use assets	Operating lease right-of-use assets	1,693,138		1,731,995		Operating lease right-of-use assets	1,522,917		1,619,756
Property and equipment - net	Property and equipment - net	718,642		735,826		Property and equipment - net	745,232		691,111
Deferred income taxes	Deferred income taxes	53,962		10,973		Deferred income taxes	121,926		56,301
Other assets	Other assets	39,671		37,491		Other assets	39,797		38,449
Total assets	Total assets	$	4,035,412	$	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	$	481,779	$	587,496	Accounts payable	$	316,900	$	421,680
Current operating lease liabilities	Current operating lease liabilities	245,768		242,275		Current operating lease liabilities	250,204		252,320
Property, payroll, and other taxes	Property, payroll, and other taxes	101,597		90,728		Property, payroll, and other taxes	72,805		71,274
Accrued operating expenses	Accrued operating expenses	125,518		120,684		Accrued operating expenses	133,750		111,752
Insurance reserves	Insurance reserves	39,335		36,748		Insurance reserves	35,321		35,871
Accrued salaries and wages	Accrued salaries and wages	27,700		45,762		Accrued salaries and wages	26,100		26,112
Income taxes payable	Income taxes payable	1,225		894		Income taxes payable	918		845
Total current liabilities	Total current liabilities	1,022,922		1,124,587		Total current liabilities	835,998		919,854
Long-term debt	Long-term debt	459,900		3,500		Long-term debt	501,600		301,400
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	1,575,678		1,569,713		Noncurrent operating lease liabilities	1,483,394		1,514,009
Deferred income taxes		—		21,413
Insurance reserves	Insurance reserves	60,269		62,591		Insurance reserves	58,224		58,613
Unrecognized tax benefits	Unrecognized tax benefits	8,170		10,557		Unrecognized tax benefits	8,372		8,091
Other liabilities	Other liabilities	126,243		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 28,949 shares and 28,476 shares, respectively		1,175		1,175
Treasury shares - 88,546 shares and 89,019 shares, respectively, at cost		(3,105,617)		(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	624,894		640,522		Additional paid-in capital	620,971		627,714
Retained earnings	Retained earnings	3,261,778		3,487,268		Retained earnings	3,025,004		3,240,193
Total shareholders’ equity	Total shareholders’ equity	782,230		1,007,363		Total shareholders’ equity	551,359		763,907
Total liabilities and shareholders’ equity	Total liabilities and shareholders’ equity	$	4,035,412	$	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.

Table of Contents


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 October 30, 2021
Balance - July 31, 2021		32,550	$	1,175	84,945	$	(2,934,912)	$	625,651	$	3,461,455	$	1,153,369
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
Comprehensive loss	Comprehensive loss	—	—		—	—		—		(4,330)		(4,330)		Comprehensive loss	—	—		—	—		—		(11,082)		(11,082)
Dividends declared ($0.30 per share)	Dividends declared ($0.30 per share)	—	—		—	—		—		(10,209)		(10,209)		Dividends declared ($0.30 per share)	—	—		—	—		—		(8,981)		(8,981)
Purchases of common shares	Purchases of common shares	(2,059)	—		2,059	(97,690)		—		—		(97,690)		Purchases of common shares	(280)	—		281	(10,639)		—		—		(10,639)
Restricted shares vested	Restricted shares vested	43	—		(43)	1,518		(1,518)		—		—		Restricted shares vested	356	—		(356)	12,483		(12,483)		—		—
Performance shares vested	Performance shares vested	—	—		—	—		—		—		—		Performance shares vested	341	—		(342)	11,952		(11,952)		—		—
Other		1	—		(1)	—		(1)		—		(1)
Share-based employee compensation expense	Share-based employee compensation expense	—	—		—	—		8,701		—		8,701		Share-based employee compensation expense	—	—		—	—		3,667		—		3,667
Balance - October 30, 2021		30,535	$	1,175	86,960	$	(3,031,084)	$	632,833	$	3,446,916	$	1,049,840

Thirty-nine Weeks Ended October 30, 2021
Balance - January 30, 2021		35,535	$	1,175	81,960	$	(2,709,259)	$	634,813	$	3,351,002	$	1,277,731
Comprehensive income		—	—		—	—		—		127,940		127,940
Dividends declared ($0.90 per share)		—	—		—	—		—		(32,026)		(32,026)
Purchases of common shares		(6,008)	—		6,008	(355,508)		—		—		(355,508)
Restricted shares vested		471	—		(471)	15,778		(15,778)		—		—
Performance shares vested		536	—		(536)	17,879		(17,879)		—		—
Other		1	—		(1)	26		32		—		58
Share-based employee compensation expense		—	—		—	—		31,645		—		31,645
Balance - October 30, 2021		30,535	$	1,175	86,960	$	(3,031,084)	$	632,833	$	3,446,916	$	1,049,840

Thirteen Weeks Ended October 29, 2022
Balance - July 30, 2022		28,932	$	1,175	88,563	$	(3,106,360)	$	621,925	$	3,373,987	$	890,727
Balance - April 30, 2022														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	—	—		—	—		—		(103,013)		(103,013)		Comprehensive loss	—	—		—	—		—		(206,073)		(206,073)
Dividends declared ($0.30 per share)	Dividends declared ($0.30 per share)	—	—		—	—		—		(9,196)		(9,196)		Dividends declared ($0.30 per share)	—	—		—	—		—		(9,116)		(9,116)
Purchases of common shares	Purchases of common shares	(9)	—		9	(190)		—		—		(190)		Purchases of common shares	(128)	—		128	(1,417)		—		—		(1,417)
Restricted shares vested	Restricted shares vested	20	—		(20)	718		(718)		—		—		Restricted shares vested	308	—		(308)	10,801		(10,801)		—		—
Performance shares vested	Performance shares vested	6	—		(6)	215		(215)		—		—		Performance shares vested	—	—		—	—		—		—		—

Share-based employee compensation expense	Share-based employee compensation expense	—	—		—	—		3,902		—		3,902		Share-based employee compensation expense	—	—		—	—		4,058		—		4,058
Balance - October 29, 2022		28,949	$	1,175	88,546	$	(3,105,617)	$	624,894	$	3,261,778	$	782,230

Thirty-nine Weeks Ended October 29, 2022
Balance - January 29, 2022		28,476	$	1,175	89,019	$	(3,121,602)	$	640,522	$	3,487,268	$	1,007,363
Comprehensive loss		—	—		—	—		—		(198,245)		(198,245)
Dividends declared ($0.90 per share)		—	—		—	—		—		(27,245)		(27,245)
Purchases of common shares		(298)	—		298	(11,070)		—		—		(11,070)
Restricted shares vested		424	—		(424)	14,888		(14,888)		—		—
Performance shares vested		347	—		(347)	12,167		(12,167)		—		—

Share-based employee compensation expense		—	—		—	—		11,427		—		11,427
Balance - October 29, 2022		28,949	$	1,175	88,546	$	(3,105,617)	$	624,894	$	3,261,778	$	782,230
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.

Table of Contents


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


		Thirty-nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Operating activities:	Operating activities:					Operating activities:
Net (loss) income		$	(198,245)	$	127,940
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	112,818		106,058		Depreciation and amortization expense	37,196		37,631
Non-cash lease amortization expense		205,481		196,826
Non-cash lease expense						Non-cash lease expense	118,921		68,473
Deferred income taxes	Deferred income taxes	(64,402)		1,015		Deferred income taxes	(65,624)		2,215
Non-cash impairment charge	Non-cash impairment charge	46,051		1,015		Non-cash impairment charge	84,449		222
(Gain) loss on disposition of property and equipment		(1,492)		1,104
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	11,427		31,645		Non-cash share-based compensation expense	4,058		3,667
Unrealized loss (gain) on fuel derivatives		285		(1,582)
Loss on extinguishment of debt		—		535
Unrealized gain on fuel derivatives						Unrealized gain on fuel derivatives	—		(699)
Change in assets and liabilities:	Change in assets and liabilities:					Change in assets and liabilities:
Inventories	Inventories	(107,483)		(336,931)		Inventories	60,294		(100,940)
Accounts payable	Accounts payable	(105,717)		206,903		Accounts payable	(104,780)		(98,972)
Operating lease liabilities	Operating lease liabilities	(191,211)		(170,950)		Operating lease liabilities	(117,874)		(66,127)
Current income taxes	Current income taxes	17,516		(72,497)		Current income taxes	7,050		(8,856)
Other current assets	Other current assets	5,853		(2,867)		Other current assets	(3,985)		3,908
Other current liabilities	Other current liabilities	(5,530)		(14,812)		Other current liabilities	23,262		(20,432)
Other assets	Other assets	857		1,545		Other assets	(1,583)		107
Other liabilities	Other liabilities	(5,247)		759		Other liabilities	(830)		(3,780)
Net cash (used in) provided by operating activities		(279,039)		75,706
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	(127,355)		(122,696)		Capital expenditures	(16,861)		(43,741)
Cash proceeds from sale of property and equipment	Cash proceeds from sale of property and equipment	2,521		185		Cash proceeds from sale of property and equipment	4,386		2,505
Other	Other	(17)		(34)		Other	(6)		(5)
Net cash used in investing activities	Net cash used in investing activities	(124,851)		(122,545)		Net cash used in investing activities	(12,481)		(41,241)
Financing activities:	Financing activities:					Financing activities:
Net proceeds from (repayments of) long-term debt		456,400		(50,264)
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	(1,383)		(2,268)		Payment of finance lease obligations	(444)		(497)
Dividends paid	Dividends paid	(28,263)		(32,554)		Dividends paid	(9,587)		(10,705)
Payment for treasury shares acquired	Payment for treasury shares acquired	(11,070)		(355,508)		Payment for treasury shares acquired	(1,417)		(10,639)
Payment for debt issuance cost		(3,378)		(1,147)
Payments to extinguish debt		—		(438)
Other		—		58
Net cash provided by (used in) financing activities		412,306		(442,121)
Increase (decrease) in cash and cash equivalents		8,416		(488,960)
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	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	$	62,138	$	70,596	End of period	$	51,320	$	61,707

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

Table of Contents


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 ~~October~~April 29, ~~2022,~~2023, we operated ~~1,457~~1,427 stores in 48 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 ~~October~~April 29, ~~2022~~2023 (“~~third~~first quarter of ~~2022”~~2023”) and ~~October~~April 30, ~~2021~~2022 (“~~third~~first quarter of ~~2021”~~2022”) were both comprised of 13 ~~weeks. The year-to-date periods ended October 29, 2022 (“year-to-date 2022”) and October 30, 2021 (“year-to-date 2021”) were both comprised of 39~~ weeks.

Long-Lived Assets

As a result of the ~~net loss and~~significant decline in net sales and an increase in operating loss during ~~year-to-date 2022,~~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 ~~third~~first quarter of ~~2022,~~2023, the Company recorded aggregate asset impairment charges of ~~$21.7~~$83.8 million related to 86237 underperforming store locations, which were comprised of ~~$16.3~~$62.1 million of operating lease right-of-use assets, ~~and $5.4~~$22.4 million of property and equipment - ~~net. In the year-to-date 2022, the Company recorded aggregate asset impairment charges~~net, and partially offset by a gain on extinguishment of ~~$45.8 million related to 104 underperforming~~a lease liability resulting from a lease cancellation from a previous impaired store ~~locations, which were comprised~~ of ~~$33.8 million of operating lease right-of-use assets and $12.0 million of property and equipment - net.~~$0.7 million. The impairment charges were recorded in selling and administrative expenses in our accompanying consolidated statements of operations and comprehensive ~~income.~~loss.

~~Table of Contents~~

In the ~~third~~first quarter of ~~2022,~~2023, the Company ~~entered into multiple purchase and~~completed the sale ~~agreements to sell land and building-related assets for 25~~of one owned store ~~locations and one unoccupied land parcel. The Company expects to complete~~location that was held for sale at the ~~majority~~end of ~~these sales during the~~ fiscal ~~quarter ended January 28, 2023 (“fourth quarter of 2022”) and the remainder in fiscal 2023, subject to customary closing conditions. Accordingly, at October 29,~~ 2022 ~~land and building-related assets for such 25 owned store locations and one unoccupied land parcel~~ with an aggregate ~~carrying~~net book value of ~~$30.6 million were classified as held for sale~~$0.7 million. The net cash proceeds on the ~~consolidated balance sheets. We expect the proceeds from these asset sales to significantly exceed the carrying value. The assets held for~~ sale of real estate were ~~recorded within other current assets within our accompanying consolidated balance sheets.~~$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, ~~impairment charges,~~ 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 ~~$81.8~~$140.2 million and ~~$79.6~~$82.0 million for the ~~third~~first quarter of 2023 and the first quarter of 2022, respectively. Included in our distribution and outbound transportation costs for the ~~third~~first quarter of ~~2021, respectively,~~2023 were $8.6 million of closing costs associated with the planned closure of our forward distribution

Table of Contents

centers (“FDCs”), which we expect to fully wind down by the end of the second quarter of 2023, and ~~$245.8~~$53.6 million ~~and $217.7 million for~~of expense associated with the ~~year-to-date 2022 and~~exit of the ~~year-to-date 2021, respectively.~~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 ~~$20.9~~$24.8 million and ~~$18.3~~$21.4 million for the ~~third~~first quarter of ~~2022~~2023 and the ~~third~~first quarter of ~~2021, respectively, and $64.3 million and $62.1 million for the year-to-date~~ 2022, ~~and the year-to-date 2021,~~ respectively.

Supplemental Cash Flow Disclosures

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


		Thirty-nine Weeks Ended					Thirteen Weeks Ended
(In thousands)	(In thousands)	October 29, 2022		October 30, 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	$	14,213	$	5,167	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	4,283		109,787		Cash paid for income taxes, excluding impact of refunds	267		2,933
Gross proceeds from long-term debt	Gross proceeds from long-term debt	1,877,700		1,800		Gross proceeds from long-term debt	533,100		648,200
Gross payments of long-term debt	Gross payments of long-term debt	1,421,300		52,064		Gross payments of long-term debt	332,900		380,900

Cash paid for operating lease liabilities	Cash paid for operating lease liabilities	276,919		251,671		Cash paid for operating lease liabilities	149,007		90,725
Non-cash activity:	Non-cash activity:					Non-cash activity:
Assets acquired under finance lease		3,859		260
Assets acquired under finance leases						Assets acquired under finance leases	38		1,377
Accrued property and equipment	Accrued property and equipment	26,210		22,491		Accrued property and equipment	9,919		26,073
Operating lease assets obtained in exchange for operating lease liabilities		200,669		294,327
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	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 Financingfor ~~interim and annual reporting periods beginning after December 15, 2022,~~disclosure related to the Company’s supplier financing program obligations.

There are currently no additional new accounting pronouncements with ~~early adoption permitted. The Company is currently evaluating the impact~~a future effective date that ~~this standard will have on our consolidated financial statements. We do not expect~~are of significance, or potential significance, to ~~early adopt this standard.~~

~~Table of Contents~~

us.

NOTE 2 – DEBT

Bank Credit Facility

On September 21, 2022, we entered into a five-year asset-based revolving credit facility (“2022 Credit Agreement”) in an aggregate committed amount of up to $900 million (the “Commitments”) that expires on September 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 2022 Credit Agreement replaced the $600 million~~

~~five~~-year unsecured credit facility we entered into on September 22, 2021 (“2021 Credit Agreement”). The 2021 Credit Agreement was scheduled to expire on September 22, 2026, but was terminated concurrent with our entry into the 2022 Credit Agreement. We did not incur any material early termination penalties in connection with the terminationTable of ~~the 2021 Credit Agreement.~~Contents

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 and a reserve for the then outstanding balance owing under the Synthetic Lease (as defined below).~~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. Our obligations under the 2022 Credit Agreement are secured by our working capital assets (including inventory, credit card receivables and other accounts receivable, deposit accounts, and cash), subject to customary exceptions. The pricing and 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.

The 2022 Credit Agreement contains 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 fundamental changes) and events of default. In addition, the 2022 Credit Agreement requires us to maintain a fixed charge coverage ratio of not less than 1.0 ~~to 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. A violation of these covenants could result in a default under the 2022 Credit Agreement 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 ~~October~~April 29, ~~2022,~~2023, we had a Borrowing Base (as defined under the 2022 Credit Agreement) of ~~$876.5~~$900.0 million under the 2022 Credit Agreement. At ~~October~~April 29, ~~2022,~~2023, we had ~~$459.9~~$501.6 million in borrowings outstanding under the 2022 Credit Agreement and ~~$35.3~~$31.7 million committed to outstanding letters of credit, leaving ~~$381.3~~$366.7 million available under the 2022 Credit Agreement, subject to ~~certain~~the borrowing base limitations as ~~further~~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.

~~Table~~The fair values of ~~Contents~~

~~Synthetic Lease~~

~~Simultaneous with~~ our entry into the 2022 Credit Agreement, we entered into an amendment (the “Synthetic Lease Amendment”) to the synthetic lease for our distribution center in Apple Valley, CA (the “Synthetic Lease”). The Synthetic Lease Amendment amended the Synthetic Lease to, among other things, (1) amend the lessor yield payable thereunder from a LIBOR-based rate to a SOFR-based rate, and to fix the SOFR margin paid on the lessor yield at 2.60%, (2) remove the financial covenants thereunder, (3) change the maturity date of the Synthetic Lease from May 30, 2024 to June 1, 2023, (4) permit the liens and indebtednesslong-term obligations under the 2022 Credit Agreement and (5) restrict our ability to amend the 2022 Credit Agreement, without the consent of all of the Synthetic Lease participants, to (a) increase the Commitments under the 2022 Credit Agreement to an amount in excess of $900 million, (b) remove or reduce the reserve for the then outstanding balance under the Synthetic Lease from the borrowing base under the 2022 Credit Agreement and (c) revise the maturity date under the 2022 Credit Agreement to an earlier date.

~~The fair value of our long-term debt is~~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.

Table of Contents

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 ~~October~~April 29, ~~2022,~~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”), 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, TSR PSUs, and ~~TSR~~SVCA PSUs that were antidilutive, as determined under the treasury stock method, were ~~0.6 million and 0.2~~0.9 million for the ~~third~~first quarter of ~~2022 and the third quarter of 2021, respectively,~~2023 and 0.4 million ~~and 0.2 million~~ for the ~~year-to-date 2022 and the year-to-date 2021, respectively.~~first quarter of 2022. Due to the net loss in both the ~~third~~first quarter of 2022 and the ~~year-to-date 2022,~~first quarter of 2023, any potentially dilutive shares were excluded from the denominator in computing diluted earnings (loss) per common share for the ~~third~~first quarter of ~~2022~~2023 and the ~~year-to-date~~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 ~~our compliance with the terms of the 2022 Credit Agreement,~~ and other factors. The 2021 Repurchase Authorization has no scheduled termination date. In the ~~third~~first quarter of ~~2022 and in the year-to-date 2022,~~2023, no shares were repurchased under the 2021 Repurchase Authorization. As of ~~October~~April 29, ~~2022,~~2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.

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.

Table of Contents

Dividends

~~The Company~~We declared and paid cash dividends per common share during the ~~quarterly periods presented~~first quarter of 2023 as follows:

Dividends
Per Share Amount Declared Amount Paid
2022: (In thousands) (In thousands)
First quarter $ 0.30 $ 8,981 $ 10,705
Second quarter 0.30 9,068 8,791
Third quarter 0.30 9,196 8,767
Total $ 0.90 $ 27,245 $ 28,263


	Dividends Per Share		Amount Declared		Amount Paid
2023:			(In thousands)		(In thousands)
First quarter	$	0.30	$	9,116	$	9,587
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 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 ~~including the 2022 Credit Agreement,~~ and any other factors deemed relevant by our Board of Directors.

~~Table of Contents~~

NOTE 45 – SHARE-BASED PLANS

We have issued RSUs, PSUs, SVCA PSUs, and TSR PSUs under our shareholder-approved equity compensation plans. We recognized share-based compensation expense of ~~$3.9~~$4.1 million and ~~$8.7~~$3.7 million in the ~~third~~first quarter of ~~2022~~2023 and the ~~third~~first quarter of ~~2021, respectively, and $11.4 million and $31.6 million for the year-to-date~~ 2022, ~~and the year-to-date 2021,~~ respectively.

Non-vested Restricted Stock Units

The following table summarizes the non-vested ~~restricted stock units~~RSU activity for the ~~year-to-date 2022:~~first quarter of 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
Granted		83,912	$	27.34
Vested		(48,096)	$	43.03
Forfeited		(83,399)	$	41.98
Outstanding non-vested RSUs at July 30, 2022		900,769	$	35.87
Granted		46,307	$	19.66
Vested		(20,489)	$	30.40
Forfeited		(15,741)	$	37.71
Outstanding non-vested RSUs at October 29, 2022		910,846	$	35.13
Outstanding non-vested RSUs at April 29, 2023					Outstanding non-vested RSUs at April 29, 2023	1,876,008	$	20.35

The non-vested ~~restricted stock units~~RSUs granted in the ~~year-to-date 2022~~first quarter of 2023 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, ~~as a threshold financial performance objective is expected to be achieved and~~if the grantee remains employed by us through the vesting dates. ~~In the year-to-date 2022, an immaterial amount of non-vested restricted stock units were~~The RSUs granted ~~with a minimum service requirement of one year and~~in 2023 have no required financial performance objectives.

~~Non-vested Restricted Stock~~Performance Share Units ~~Granted to Non-Employee Directors~~

In the ~~second~~first quarter of ~~2022, 14,770 common shares underlying~~2023, we issued PSUs to certain members of management, which will vest if certain minimum financial performance objectives are achieved over a three-year performance period and the ~~restricted stock units granted in 2021 to~~grantee remains employed by us during the ~~non-employee directors vested on~~performance period. The minimum financial performance objectives will be established for each fiscal year within the ~~trading day immediately preceding our 2022 Annual Meeting of Shareholders (“2022 Annual Meeting”). These units were part of~~three-year performance period and are generally approved by the ~~annual compensation of the non-employee directors of the Board. In the second quarter of 2022, the chairman~~Human Capital and Compensation Committee of our Board ~~received an~~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 ~~restricted stock unit grant having~~minimum financial performance objectives. The annual 2023 minimum financial performance objective is 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 ~~approximately $245,000~~the awards, and the ~~remaining non-employees elected to our Board at our 2022 Annual Meeting each received an annual restricted stock unit grant having a grant date fair value~~associated expense recognition period. If we meet the applicable minimum threshold financial performance objectives in any of ~~approximately $145,000. The 2022 restricted stock units~~three performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the ~~earlier of (1) the~~first trading day ~~immediately preceding~~after we file our ~~2023~~ Annual ~~Meeting of Shareholders, or (2)~~Report on Form 10-K for the non-employee director’s death or disability. However, the non-employee directors will forfeit their restricted stock units if their service on the Board terminates before either vesting event occurs.

~~Performance Share Units~~

~~Prior to 2020, in 2021, and~~last fiscal year in the ~~year-to-date~~performance period.

Table of Contents

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 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.

~~Table of Contents~~

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 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 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 ~~year-to-date 2022,~~first quarter of 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. As

In the first quarter 2023, we also awarded SVCA PSUs to certain members of ~~October 29, 2022,~~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 ~~have granted 63,491 TSR PSU shares, which~~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 ~~expensed through fiscal 2024.~~forfeited.

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

Issue Year Outstanding PSUs at October 29, 2022 Expected Valuation (Grant) Date Actual or Expected Expense Period
2021 143,062 March 2023 Fiscal 2023
2022 254,003 March 2024 Fiscal 2024
Total 397,065

~~As of October 29, 2022, we had a total of 460,556 outstanding performance share units.~~

We recognized $0.3 million and $5.0 million of share-based compensation expense related to performance share units in the third quarter of 2022 and third quarter of 2021, respectively, and $0.7 million and $20.7 million of share-based compensation expense related to performance share units in the year-to-date 2022 and the year-to-date 2021, respectively.

Issue Year

PSU Category

Outstanding Units at April 29, 2023

Actual Grant Date

Expected Valuation (Grant) Date

Actual or Expected Expense Period

2021

PSU

130,902

July 2023

Fiscal 2023

2022

TSR PSU

58,778

Fiscal 2022

Fiscal 2022 - 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

1,641,609

Table of Contents

During the first quarters of 2023 and 2022, we recognized $0.4 million and $0.1 million, respectively, in share-based compensation expense related to PSUs, TSR PSUs 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 ~~year-to-date 2022:~~first quarter of 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
Granted		2,609	$	30.33
Vested		—	$	—
Forfeited		(9,605)	$	58.09
Outstanding PSUs and TSR PSUs at July 30, 2022		67,344	$	58.12
Granted		2,494	$	30.33
Vested		(6,109)	$	70.24
Forfeited		(238)	$	58.09
Outstanding PSUs and TSR PSUs at October 29, 2022		63,491	$	55.86
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:


		Third Quarter				Year-to-Date					First Quarter
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022
Total fair value of restricted stock vested	Total fair value of restricted stock vested	$	418	$	2,141	$	14,339	$	31,459	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	$	125	$	—	$	13,877	$	37,387	Total fair value of performance shares vested	$	—	$	13,753

The total unearned compensation ~~cost~~expense related to all share-based awards outstanding, excluding PSUs issued in 2021, 2022 and ~~2022,~~2023, at ~~October~~April 29, ~~2022~~2023 was approximately ~~$23.8~~$35.3 million. We expect to recognize this compensation cost through ~~October 2025~~March 2026 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately ~~1.9~~2.4 years from ~~October~~April 29, ~~2022.~~2023.

NOTE 56 – INCOME TAXES

~~The provision for income taxes was based on a current estimate of the annual effective tax rate, adjusted to reflect the effect of discrete items.~~

For the ~~year-to-date 2022,~~first quarter of 2023, the Company ~~determined it could estimate the effective income tax rate with sufficient precision. Therefore,~~based the income tax benefit ~~was based~~ on the estimated annual effective tax rate, adjusted to reflect the effect of discrete items.

We have estimated the reasonably possible expected net change in unrecognized tax benefits through ~~October 28, 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 ~~$1.0~~$2.0 million. Actual results may differ materially from this estimate.

AsWe regularly evaluate the realizability of ~~October 29, 2022, the~~our net deferred tax assets ~~were $54.0 million compared to~~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 ~~liabilities of $10.4 million as of January 29, 2022. The change was primarily driven by deferred~~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 ~~assets recorded during year-to-date 2022 as a result of~~expense related to changes in the ~~net operating losses generated during fiscal 2022.~~

~~Table of Contents~~

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.

Table of Contents

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:


		Third Quarter				Year-to-Date					First Quarter
(In thousands)	(In thousands)	2022		2021		2022		2021		(In thousands)	2023		2022
Furniture	Furniture	$	303,703	$	401,256	$	988,307	$	1,291,765	Furniture	$	312,144	$	423,259
Seasonal										Seasonal	177,008		234,171
Food	Food	187,021		182,936		536,153		541,400		Food	164,820		176,620
Soft Home	Soft Home	168,243		194,217		489,325		601,320		Soft Home	141,880		169,666
Consumables	Consumables	156,224		163,350		462,066		485,039		Consumables	135,768		157,234
Seasonal		136,970		125,147		702,440		688,747
Apparel, Electronics, & Other										Apparel, Electronics, & Other	115,695		123,035
Hard Home	Hard Home	126,622		141,905		383,325		439,805		Hard Home	76,262		90,729
Apparel, Electronics, & Other		125,498		126,845		363,600		370,506
Net sales	Net sales	$	1,204,281	$	1,335,656	$	3,925,216	$	4,418,582	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.

Table of Contents

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, ~~(as updated in this Quarterly Report on the 10-Q),~~ 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.

Table of Contents

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

•Net sales decreased ~~$131.4~~$251.1 million, or ~~9.8%~~18.3%.

•Comparable sales for stores open at least fifteen months, plus our e-commerce ~~net sales,~~operations, decreased ~~$151.5~~$238.5 million, or ~~11.7%~~18.2%.

•Gross margin dollars decreased ~~$109.7~~$112.1 million, while gross margin rate decreased ~~490~~180 basis points to ~~34.0%~~34.9% of ~~net~~ sales.

•Selling and administrative expenses increased ~~$15.6 million to $503.0~~$136.3 million. As a percentage of net sales, selling and administrative expenses increased ~~530 basis points~~ to ~~41.8%~~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 ~~underperforming stores~~a previous impaired store of ~~$21.7~~$83.8 million, orwhich 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 ~~of $0.56~~ per ~~share.~~diluted share by approximately $0.10.

•Operating loss rate increased 2,220 basis points to ~~an operating loss of $130.8 million from an operating loss of $4.1 million.~~(23.2)%.

•Diluted loss per share increased to ~~$3.56~~$(7.10) per share from ~~$0.14~~$(0.39) per share.

•Cash and cash equivalents decreased ~~$8.5~~$10.4 million, from ~~$70.6~~$61.7 million at the end of the ~~third~~first quarter of ~~2021~~2022 to ~~$62.1~~$51.3 million at the end of the ~~third~~first quarter of ~~2022.~~2023.

•Inventory ~~increased by 5.3%,~~decreased 18.8% or ~~$68.1~~$251.0 million, from ~~$1,277.2~~$1,338.7 million at the end of the ~~third~~first quarter ~~of 2021~~2022 to ~~$1,345.3~~$1,087.7 million at the end of the ~~third~~first quarter 2023, primarily as a result of ~~2022. This increase is largely due to~~ a ~~14%~~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 and a 2% increase in units on hand, partially offset by a decrease in in-transit inventory due to earlier receipt of Christmas inventory compared to third quarter of 2021.~~inventory.

•We declared and paid a quarterly cash dividend in the amount of $0.30 per common share in the ~~third~~first quarter of ~~2022,~~2023, which was consistent with the quarterly cash dividend of $0.30 per common share we paid in the ~~third~~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 ~~year-to-date 2022~~first quarter of 2023 and the ~~year-to-date 2021:~~first quarter of 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		38	34	Stores opened during the period		3	7
Stores closed during the period	Stores closed during the period		(12)	(18)	Stores closed during the period		(1)	(4)
		Stores open at the end of the period	1,457	1,424		Stores open at the end of the period	1,427	1,434

We expect our store count at the end of ~~2022~~2023 to decrease ~~slightly~~ compared to our store count at the end of ~~2021.~~2022.

Table of Contents

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:


		Third Quarter				Year-to-Date					First Quarter
		2022		2021		2022		2021			2023		2022
Net sales	Net sales	100.0	%	100.0	%	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)	66.0		61.1		65.5		60.4		Cost of sales (exclusive of depreciation expense shown separately below)	65.1		63.3
Gross margin	Gross margin	34.0		38.9		34.5		39.6		Gross margin	34.9		36.7
Selling and administrative expenses	Selling and administrative expenses	41.8		36.5		38.1		33.3		Selling and administrative expenses	54.9		35.0
Depreciation expense	Depreciation expense	3.1		2.7		2.8		2.4		Depreciation expense	3.3		2.7

Operating (loss) profit		(10.9)		(0.3)		(6.5)		3.9
Operating loss										Operating loss	(23.2)		(1.0)
Interest expense	Interest expense	(0.5)		(0.2)		(0.3)		(0.2)		Interest expense	(0.8)		(0.2)
Other income (expense)	Other income (expense)	0.0		0.0		0.0		0.0		Other income (expense)	0.0		0.1
(Loss) income before income taxes		(11.4)		(0.5)		(6.8)		3.8
Income tax (benefit) expense		(2.8)		(0.1)		(1.7)		0.9
Net (loss) income and comprehensive (loss) income		(8.6)	%	(0.3)	%	(5.1)	%	2.9	%
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)	%

~~THIRD~~FIRST QUARTER OF ~~2022~~2023 COMPARED TO ~~THIRD~~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 ~~third~~first quarter of 2023 compared to the first quarter of 2022 ~~compared to the third quarter of 2021~~ were as follows:


Third Quarter
First Quarter																First Quarter
($ in thousands)	($ in thousands)	2022				2021				Change				Comps		($ in thousands)	2023				2022				Change				Comps
Furniture	Furniture	$	303,703	25.2	%	$	401,256	30.1	%	$	(97,553)	(24.3)	%	(26.4)	%	Furniture	$	312,144	27.8	%	$	423,259	30.8	%	$	(111,115)	(26.3)	%	(27.2)	%
Seasonal																Seasonal	177,008		15.8		234,171		17.0		(57,163)		(24.4)		(24.6)
Food	Food	187,021		15.5		182,936		13.7		4,085		2.2		0.9		Food	164,820		14.6		176,620		12.8		(11,800)		(6.7)		(4.8)
Soft Home	Soft Home	168,243		14.0		194,217		14.5		(25,974)		(13.4)		(15.1)		Soft Home	141,880		12.6		169,666		12.4		(27,786)		(16.4)		(16.5)
Consumables	Consumables	156,224		13.0		163,350		12.2		(7,126)		(4.4)		(5.4)		Consumables	135,768		12.1		157,234		11.5		(21,466)		(13.7)		(10.9)
Seasonal		136,970		11.4		125,147		9.4		11,823		9.4		7.2
Apparel, Electronics, & Other																Apparel, Electronics, & Other	115,695		10.3		123,035		8.9		(7,340)		(6.0)		(6.8)
Hard Home	Hard Home	126,622		10.5		141,905		10.6		(15,283)		(10.8)		(12.4)		Hard Home	76,262		6.8		90,729		6.6		(14,467)		(15.9)		(15.4)
Apparel, Electronics, & Other		125,498		10.4		126,845		9.5		(1,347)		(1.1)		(3.8)
Net sales	Net sales	$	1,204,281	100.0	%	$	1,335,656	100.0	%	$	(131,375)	(9.8)	%	(11.7)	%	Net sales	$	1,123,577	100.0	%	$	1,374,714	100.0	%	$	(251,137)	(18.3)	%	(18.2)	%

Net sales decreased ~~$131.4~~$251.1 million, or ~~9.8%~~18.3%, to ~~$1,204.3~~$1,123.6 million in the ~~third~~first quarter of ~~2022,~~2023, compared to ~~$1,335.7~~$1,374.7 million in the ~~third~~first quarter of ~~2021.~~2022. The decrease in net sales was primarily driven by an ~~11.7%~~18.2% decrease in our comps, which decreased net sales by ~~$151.5 million. This decrease was partially offset by~~$238.5 million and our non-comparable sales, which ~~increased~~decreased net sales by ~~$20.1~~$12.6 million, driven by ~~increased sales in our new and relocated~~the net decrease of 7 stores ~~compared to closed stores.~~since the first quarter of 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 decreased net sales and comps in the first quarter of 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.

Table of Contents

~~We believe that~~In the ~~decreases in net sales and comps in the third~~first quarter of 2022 compared to the third quarter of 2021 were primarily attributable to a decrease in demand as a result of economic pressures on our customers caused by inflation and the absence of government disbursements and enhanced unemployment benefits compared to third quarter of 2021, which we believe negatively impacted the discretionary spending of our customers.

~~In the third quarter of 2022,~~2023, we experienced decreased comps and net sales in all of our merchandise categories. Our home products categories - Furniture, Seasonal, Soft Home, and Hard Home ~~merchandise categories. These categories, particularly the Furniture category,~~- were most impacted, byas purchases from these categories are generally more discretionary. In the first quarter of 2023, the lack of our Broyhill® branded product had negative impact on comps and sales for our home product categories, particularly Furniture. In November 2022, our 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. As discussed above, we believe that macro economic pressures significantly reduced our customer's discretionary spending, ~~habits due to economic pressures, inflation and the absence of government disbursements, as discussed above, and as compared~~which has led to the ~~third~~decreased net sales and comps in all our home products categories. We believe our Seasonal net sales and comps in the first quarter of ~~2021. To address this situation, we expect to introduce more closeout offerings~~2023, particularly our lawn & garden and Summer departments, were also adversely impacted by later-arriving warm weather in these categories as we implement our “Bargains, Treasures, and Essentials” merchandising strategy, which would change our merchandise mix to one-third Bargains (largely synonymous with closeouts), one-third Treasures (fun, unique, one-of-a-kind items), and one-third Essentials (staple product offerings that bring consistency to our mixmany parts of ~~products). In order to expand our lower entry-level price points, we expect more price point mix adjustments within these categories throughout~~ the ~~fourth~~U.S. versus the first quarter of ~~2022 and beyond. We also continue to offer high value products with higher price points that we believe will attract customers from higher income households such as our Broyhill~~® ~~branded home products.~~2022.

~~The increased net sales~~While our Food and positive comps in our Seasonal category compared to the third quarter of 2021 was primarily driven by our Halloween, harvest, summer, and lawn & garden departments partially offset by decreases in sporting goods and other departments. The net sales and comps of the lawn & garden and summer departments were impacted by increased inventory levels and category-specific promotional activity in the third quarter of 2022 as we aggressively discounted these departments to reduce our inventory levels and create space for our Halloween, harvest, and Christmas inventory. Our Halloween department benefited from favorable weather conditions, promotional selling activity and an elevated inventory level entering the third quarter of 2022. The Christmas department experienced positive comps and net sales compared to the third quarter of 2021 when we experienced supply chain challenges that delayed the receipt of Christmas inventory in our stores.

~~Our~~ Consumables ~~and Apparel, Electronics, & Other~~ categories experienced ~~decreases in net sales and comps which were primarily driven by the~~ decreased ~~discretionary spending discussed above.~~

~~Our Food category experienced increases in~~ comps and net sales in the ~~third~~first quarter of ~~2022. This category~~2023, these categories performed relatively better than our home products categories in the first quarter of 2023 as ~~it is~~they are less sensitive to changes in discretionary spending.

Our Apparel, Electronics, & Other category experienced a decrease in comps as a result of the decreased discretionary spending in the first quarter of 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 ~~$109.7~~$112.1 million, or ~~21.1%~~22.2%, to ~~$409.5~~$392.5 million for the ~~third~~first quarter of ~~2022,~~2023, compared to ~~$519.2~~$504.6 million for the ~~third~~first quarter of ~~2021.~~2022. The decrease in gross margin dollars was primarily due to a decrease in net sales and gross margin ~~rate, which decreased gross margin dollars by $58.6 million, and a decrease in net sales, which decreased gross margin dollars by $51.1 million.~~rate. Gross margin as a percentage of net sales decreased ~~490~~180 basis points to ~~34.0%~~34.9% in the ~~third~~first quarter of ~~2022 as~~2023 compared to ~~38.9%~~36.7% in the ~~third~~first quarter of ~~2021.~~2022. The gross margin rate decrease was primarily due to a ~~result of~~ higher ~~markdowns~~markdown rate, and a higher shrink rate, partially offset by lower inbound freight costs. The higher ~~markdowns were driven by increased promotions~~markdown rate was a result of the decline in sales in the ~~third~~first quarter of 2023 compared to the first quarter of 2022, ~~compared~~as our markdown volume in the first quarter of 2023 was similar to the ~~third~~first quarter of ~~2021. We aggressively discounted merchandise~~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 cumulative adverse adjustment to our shrink accrual rate in the ~~third~~first quarter of ~~2022 to drive traffic to~~2023 as we projected better results for our ~~stores, move through Seasonal product, and reduce our overall~~2023 physical inventory ~~levels to an appropriate position~~count results at the end of 2022 versus the ~~quarter. The increase~~actualized results in ~~inbound~~the first quarter of 2022. Inbound freight costs ~~was~~declined due to ~~higher~~lower ocean carriage rates, ~~higher rail rates~~lower fuel costs, and ~~higher fuel costs.~~decreased inbound volume versus the first quarter of 2022.

Selling and Administrative Expenses

Selling and administrative expenses were ~~$503.0~~$617.1 million for the ~~third~~first quarter of ~~2022,~~2023, compared to ~~$487.4~~$480.8 million for the ~~third~~first quarter of ~~2021.~~2022. The increase of ~~$15.6~~$136.3 million in selling and administrative expenses was ~~primarily~~ driven by ~~$21.7 million of~~ 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 ~~distribution and transportation costs~~advertising expense of ~~$2.2~~$3.4 million, partially offset by ~~decreases~~a decrease in ~~share-based compensation expense~~store payroll of ~~$4.8~~$12.3 million and ~~self-insurance expense~~a gain on sale of ~~$3.9~~real estate and related expenses of $3.8 million. The increase in advertising expense was related to a shift from a broad or mass distribution in the first quarter of 2022 to a more targeted approach in the first quarter of 2023. The more targeted approach includes specific customer, product and ~~transportation expenses~~regional focused advertising. The decrease in store payroll was driven by ~~increased fuel costs and outbound transportation rates as well as the costs associated with the forward distribution centers (“FDCs”) opened in the past year, partially offset by~~a lower ~~inbound and outbound volumes. Our share-based compensation expense decreased due~~store count compared to the 2019 PSUs, for which the grant date was established in 2021, which carried a higher grant date fair value and for which substantially more awards were granted than the 2022 TSR PSUs, and forfeitures resulting from executive departures. The decrease in self-insurance expense was primarily driven by a net decrease in self-insurance claims, which led to lower incurred expense in the thirdfirst quarter of 2022 ~~compared to the third quarter of 2021.~~and an overall reduction in store headcount and payroll hours.

As a percentage of net sales, selling and administrative expenses increased ~~530~~1,990 basis points to ~~41.8%~~54.9% for the ~~third~~first quarter of ~~2022~~2023 compared to ~~36.5%~~35.0% for the ~~third~~first quarter of ~~2021.~~2022.

Depreciation Expense

Depreciation expense 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. Depreciation expense as a percentage of sales increased 60 basis points compared to the first quarter of 2022. The decrease was primarily driven by 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 FDCs.

Table of Contents

~~Depreciation Expense~~

Depreciation expense increased $1.4 million to $37.3 million in the third quarter of 2022, compared to $35.9 million in the third quarter of 2021. The increase in depreciation expense was driven by increased investments in our strategic initiatives, new stores, and supply chain improvements in the last twelve months.

~~Depreciation expense as a percentage of sales increased 40 basis points compared to the third quarter of 2021.~~

Interest Expense

Interest expense was ~~$6.3~~$9.1 million in the ~~third~~first quarter of ~~2022,~~2023, compared to ~~$2.3~~$2.8 million in the ~~third~~first quarter of ~~2021.~~2022. The increase in interest expense was ~~primarily~~ driven by an increase in total average borrowings (including finance leases and the sale and leaseback financing liability) and an increase in the average interest rate. We had total average borrowings of ~~$479.8~~$574.5 million in the ~~third~~first quarter of ~~2022~~2023 compared to total average borrowings of ~~$132.2~~$301.1 million in the ~~third~~first quarter of ~~2021.~~2022. The increase in total average borrowings was driven by our borrowings under ~~our credit facilities in~~ the ~~third~~2022 Credit Agreement throughout the first quarter of ~~2022~~2023 compared to ~~no borrowings under our credit facilities in~~ the ~~third~~first quarter of ~~2021.~~2022.

Other Income (Expense)

Other income (expense) was ~~$0.1~~$0.0 million in the ~~third~~first quarter of ~~2022, compared to $0.3~~2023 and $1.0 million in the ~~third~~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 ~~third~~first quarter of 2023 and the first quarter of 2022 was 23.8% and ~~the third quarter of 2021 was 24.8% and 29.3%~~27.3%, respectively. The decrease in the effective income tax rate was driven by lower nondeductible executive compensation, partially offset by the effect of employment related tax credits and audit settlements. The effective income tax rate comparison was also significantly impacted by the increased loss before income taxes in the third quarter of 2022 comparedprimarily attributable to ~~the loss before income taxes in the third quarter of 2021.~~

~~Table of Contents~~

~~YEAR-TO-DATE 2022 COMPARED TO YEAR-TO-DATE 2021~~

~~Net Sales~~

Net sales by merchandise category (in dollars and as a percentage of total net sales) in the year-to-date 2022 and the year-to-date 2021, and the change in net sales (in dollars and percentage) and the change in comps (in percentage) from the year-to-date 2022 compared to the year-to-date 2021 were as follows:

Year-to-Date
($ in thousands) 2022 2021 Change Comps
Furniture $ 988,307 25.2 % $ 1,291,765 29.2 % $ (303,458) (23.5) % (25.3) %
Seasonal 702,440 17.9 688,747 15.6 13,693 2.0 0.4
Food 536,153 13.7 541,400 12.3 (5,247) (1.0) (2.1)
Soft Home 489,325 12.5 601,320 13.6 (111,995) (18.6) (20.1)
Consumables 462,066 11.8 485,039 11.0 (22,973) (4.7) (5.7)
Hard Home 383,325 9.7 439,805 9.9 (56,480) (12.8) (14.4)
Apparel, Electronics, & Other 363,600 9.2 370,506 8.4 (6,906) (1.9) (4.6)
Net sales $ 3,925,216 100.0 % $ 4,418,582 100.0 % $ (493,366) (11.2) % (12.8) %

Net sales decreased $493.4 million, or 11.2%, to $3,925.2 million in the year-to-date 2022, compared to $4,418.6 million in the year-to-date 2021. The decrease in net sales was driven by a comp decrease of 12.8%, which decreased net sales by $549.3 million, partially offset by our non-comparable sales which increased net sales by $55.9 million as a result of increased net sales in our new and relocated stores compared to closed stores, and an increase in net store count compared to the year-to-date 2021. Our decreased comps and net sales in the year-to-date 2022 is primarily due to the absence of ~~government sponsored relief packages that were present in the year-to-date 2021, which included government stimulus payments~~audit settlements and enhanced unemployment benefits. Additionally, we experienced decreased demand in the year-to-date 2022 as a result of general economic pressures on our customers caused by inflation, which we believe impacted the discretionary spending of our customers.

In the year-to-date 2022, we experienced decreased comps and net sales in all of our merchandise categories except our Seasonal category in which our net sales and comps modestly increased. Our home products categories - Furniture, Soft Home, and Hard Home - were most impacted, as purchases from these categories are generally more discretionary in nature. An inflationary environment and absence of government stimulus payments reduced our customer's discretionary spending. As discussed above, we expect price point mix adjustments within these categories throughout the fourth quarter of 2022 and beyond to expand our lower entry-level price points. Additionally, we expect to introduce more closeout offerings in these categories as we implement our “Bargains, Treasures, and Essentials” merchandising strategy, which would change our merchandise mix to one-third Bargains, one-third Treasures, and one-third Essentials.

~~Our Food category performed marginally better than our home products categories in the year-to-date 2022 as this category is less sensitive to changes in discretionary spending.~~

~~Our Consumables and Apparel, Electronics, & Other categories experienced decreases in net sales and comps which were driven by the decreased discretionary spending discussed above.~~

The increased net sales and comps within our Seasonal category in the year-to-date 2022 compared to the year-to-date 2021 was primarily driven by our Halloween and lawn & garden departments. Our Halloween department benefited from promotional selling activity and an increased inventory level entering the Halloween selling season. The lawn & garden department continued to benefit from increased inventory levels and category-specific promotional activity as we aggressively discounted our lawn & garden assortments to be competitive in the current market, reduce our inventory levels, and create space for Halloween, harvest, and Christmas inventory. Our Christmas department benefited from early holiday season net sales and ended the quarter with a more favorable inventory position compared to the prior year inventory levels which were impacted by supply chain challenges that delayed our receipt of Christmas inventory.

~~Table of Contents~~

~~Gross Margin~~

Gross margin dollars decreased $398.3 million, or 22.7%, to $1,352.6 million for the year-to-date 2022, compared to $1,750.9 million for the year-to-date 2021. The decrease in gross margin dollars was due to a decrease in gross margin rate, which decreased gross margin by $202.8 million and a decrease in net sales, which decreased gross margin by $195.5 million. Gross margin as a percentage of net sales decreased 510 basis points to 34.5% in the year-to-date 2022, compared to 39.6% in the year-to-date 2021. The gross margin rate decrease was primarily a result of higher markdowns, higher inbound freight costs, and a higher shrink rate, partially offset by a higher initial markup. The higher markdowns were driven by increased promotions in the year-to-date 2022 compared to the year-to-date 2021, as we aggressively discounted Seasonal and other products to drive net sales in the second and third quarters of 2022. Inbound freight costs increased due to higher ocean carriage rates, higher rail rates, detention and demurrage charges related to supply chain delays, and higher fuel costs. The higher shrink rate was driven by a higher rate of theft and other loss in 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 year-to-date 2022. The higher initial markup was driven by modest price increases in targeted merchandise categories and on specific items that have been most impacted by higher freight costs.

~~Selling and Administrative Expenses~~

Selling and administrative expenses were $1,494.2 million for the year-to-date 2022, compared to $1,473.5 million for the year-to-date 2021. The increase of $20.7 million in selling and administrative expenses was attributable to increases in store asset impairment charges of $45.8 million and distribution and transportation costs of $28.1 million, partially offset by decreases in accrued bonus expense of $25.3 million, share-based compensation expense of $20.2 million, and self-insurance expense of $10.6 million. The non-cash store asset impairment charges (see ~~Note 1~~) were recorded as a result of a review of underperforming store locations. The increase in distribution and transportation costs was driven by increased fuel costs and outbound transportation rates, as well as the costs associated with the FDCs opened since the second half of 2021, partially offset by lower outbound and inbound carton volumes. The decrease in accrued bonus expense was due to lower operating performance in the year-to-date 2022 relative to our annual operating plans as compared to the year-to-date 2021. Our share-based compensation expense decreased primarily due to the 2019 PSUs (for which the grant date was established in the first quarter of 2021), which carried a higher grant date fair value and for which substantially more awards were granted than the 2022 TSR PSUs. Our share-based compensation expense also decreased due to forfeitures resulting from executive departures in the year-to-date 2022. The decrease in self-insurance expense was primarily driven by a net decrease in self-insurance claims, the balance of which led to lower incurred expense in the year-to-date 2022 compared to the year-to-date 2021.

~~As a percentage of net sales, selling and administrative expenses increased 480 basis points to 38.1% for the year-to-date 2022 compared to 33.3% for the year-to-date 2021.~~

~~Depreciation Expense~~

Depreciation expense increased $6.6 million to $111.8 million in the year-to-date 2022, compared to $105.2 million for the year-to-date 2021. The increase was driven by increased investments in our strategic initiatives, new stores, and supply chain improvements in the last 12 months.

~~Depreciation expense as a percentage of sales increased by 40 basis points compared to the year-to-date 2021.~~

~~Interest Expense~~

Interest expense was $12.9 million in the year-to-date 2022, compared to $7.1 million in the year-to-date 2021. The increase in interest expense was driven by higher total average borrowings (including finance leases and the sale and leaseback financing liability). We had total average borrowings of $392.9 million in the year-to-date 2022 compared to $153.7 million in the year-to-date 2021. The increase in total average borrowings was driven by greater borrowings under our credit agreements throughout the year-to-date 2022 compared to the average balance on our term note agreement, which was fully repaid in the second quarter of 2021, and under the 2021 Credit Agreement in the year-to-date 2021 (when we had no borrowings under the 2021 Credit Agreement).

~~Other Income (Expense)~~

Other income (expense) was $1.4 million in the year-to-date 2022, compared to $1.1 million in the year-to-date 2021. The change was primarily driven by a $0.5 million loss on debt extinguishment recognized in the year-to-date 2021 related to the prepayment of the term note secured by equipment at our California distribution center.

~~Table of Contents~~

~~Income Taxes~~

~~The effective income tax rate for the year-to-date 2022 and the year-to-date 2021 was 25.2% and 23.0%, respectively. The increase in the effective income tax rate was primarily attributable to~~ a net deficiency associated with vesting of share-based payment awards infrom 2022 compared to a net benefit in the ~~year-to-date 2021, increased audit settlements and the effect~~first quarter of ~~employment related tax credits, partially offset by lower non-deductible executive compensation.~~2023. Additionally, the ~~increase~~decrease in the effective income tax rate was impacted by the increase in loss before income taxes in the ~~year-to-date 2022~~first quarter of 2023 compared to the ~~income~~loss before income taxes in the ~~year-to-date 2021.~~first quarter of 2022.

Known Trends and ~~2022~~2023 Guidance

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

Given ~~the wide~~a wider-than-usual range of potential outcomes, we are not currently providing earnings per share guidance for the ~~fourth~~second quarter of ~~2022; however, excluding the impact of any potential real estate sales,~~2023. However, we do anticipate ~~an operating~~a loss in the ~~fourth~~second quarter of ~~2022.~~2023. As of ~~December 1, 2022,~~May 26, 2023, we expect the following in the ~~fourth~~second quarter of ~~2022:~~2023:

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

•Gross margin rate ~~improvement~~slightly above the second quarter of 2022, in the low 30s, driven by significant markdowns on slow-moving Seasonal inventory; and

•Selling and administrative expenses slightly down compared to the ~~third~~second quarter of ~~2022, but below the fourth quarter of 2021, with a rate in the mid 30s.~~

•~~Combined selling and administrative expenses and depreciation approximately in line with the fourth quarter of 2021.~~2022.

For ~~2022,~~2023, we expect capital expenditures of approximately ~~$170~~$80 million.

~~Liquidity~~

Table of Contents

Capital Resources and ~~Capital Resources~~Liquidity

The 2022 Credit Agreement replaced the $600 million five-year unsecured credit facility we entered into on September 22, 2021 (“2021 Credit Agreement”). The 2021 Credit Agreement was scheduled to expire on September 22, 2026, but was terminated concurrent with our entry into the 2022 Credit Agreement. We did not incur any material early termination penalties in connection with the termination of the 2021 Credit Agreement.

~~Table of Contents~~

The 2022 Credit Agreement contains 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 fundamental changes) and events of default. In addition, the 2022 Credit Agreement requires us to maintain a fixed charge coverage ratio of not less than 1.0 ~~to 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. Additionally, we are subject to cross-default provisions associated with the 2023 Synthetic Lease. A violation of these covenants could result in a default under the 2022 Credit Agreement 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 ~~October~~April 29, ~~2022,~~2023, we were in compliance with the covenants of the 2022 Credit Agreement.

~~Simultaneous~~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 ~~entry into~~Apple Valley, CA distribution center (“Leased Property”) from the ~~2022 Credit Agreement,~~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 ~~amendment (the “Synthetic~~initial term of 60 months. The Lease ~~Amendment”)~~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 –

Table of Contents

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 ~~distribution center~~former synthetic lease arrangement, in ~~Apple Valley, CA~~each case entered into on November 30, 2017 and most recently amended on September 21, 2022 (the ~~“Synthetic~~“Prior Synthetic Lease”)~~. The~~, were terminated effective on March 15, 2023. In connection with the termination of the Prior Synthetic Lease, ~~Amendment amended~~ the ~~Synthetic Lease~~Company paid a termination fee of approximately $53.4 million to among other things, (1) amend the lessor yield payable thereunder from a LIBOR-based rate to a SOFR-based rate, and to fix the SOFR margin paid on the lessor yield at 2.60%, (2) remove the financial covenants thereunder, (3) change the maturity date of the Synthetic Lease from May 30, 2024 to June 1, 2023, (4) permit the liens and indebtednessPrior Lessor using borrowings under the 2022 Credit ~~Agreement, and (5) restrict our ability to amend the 2022 Credit Agreement, without the consent of all~~Agreement. As a result of the termination of the Prior Synthetic Lease, participants, to (a) increase the Commitments under the 2022 Credit Agreement to an amount in excess of $900 million, (b) remove or reduce the reserve for the then outstanding balance under the Synthetic Lease from 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 ~~(c) revise the maturity date~~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 ~~earlier date.~~amount necessary to comply with the LTV Test. The 2023 Synthetic Lease also contains customary representations and warranties, covenants and events of default.

The primary source of our liquidity is cash flows from operations and borrowings under our credit facility as necessary. Our net ~~income (loss)~~loss and, consequently, our cash ~~provided by (used in)~~used in operations are impacted by net sales volume, seasonal sales patterns, and operating profit ~~(loss)~~ 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 currently expect to decrease our borrowings under our credit facility at the end of fiscal 2022 compared to the third 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.

InBased on historical and expected financial results, we believe that we have or have the ~~third quarter of 2022,~~ability to obtain adequate resources to fund our cash requirements for the ~~Company entered into multiple purchase~~foreseeable future, including ongoing and ~~sale agreements to sell land~~seasonal working capital requirements, proposed capital expenditures, new projects, and building-related assets for 25 owned store locations and one unoccupied land parcel. The Company expects to complete the majority of these sales during the fourth quarter of 2022 and the remainder in fiscal 2023, subject to customary closing conditions. We expect these sales of property to generate significant liquidity. The Company is also exploring other asset monetization opportunities with its remaining owned properties to generate additional liquidity.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 ~~our compliance with the terms of the 2022 Credit Agreement,~~ and other factors. The 2021 Repurchase Authorization has no scheduled termination date. In the ~~third~~first quarter of ~~2022,~~2023, we did not ~~purchase~~repurchase shares under the 2021 Repurchase Authorization. As of ~~October~~April 29, ~~2022,~~2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.

Table of Contents

In ~~August 2022,~~March 2023, our Board of Directors declared a quarterly cash dividend of $0.30 per common share payable on ~~September 23, 2022~~March 31, 2023 to shareholders of record as of the close of business on ~~September 9, 2022.~~March 17, 2023. The cash dividend of $0.30 per common share is consistent with our quarterly dividends declared in ~~2021.~~2022. In the ~~year-to-date~~first quarter of ~~2022,~~2023, we paid approximately ~~$28.3~~$9.6 million in dividends, compared to ~~$32.6~~the dividends paid of $10.7 million in the ~~year-to-date~~first quarter of ~~2021.~~2022.

~~In November 2022,~~On May 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 ~~December 28, 2022 to shareholders~~our financial condition, results of ~~record as of the close of business on December 14, 2022.~~

~~Table of Contents~~

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 workingoperations, capital requirements, ~~proposed capital expenditures, new projects,~~compliance with applicable laws and ~~currently maturing obligations.~~

agreements and any other factors deemed relevant by our Board of Directors.

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


(In thousands)	(In thousands)	2022		2021		Change		(In thousands)	2023		2022		Change
Net cash (used in) provided by operating activities		$	(279,039)	$	75,706	$	(354,745)
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	(124,851)		(122,545)		(2,306)		Net cash used in investing activities	(12,481)		(41,241)		28,760
Net cash provided by (used in) financing activities		$	412,306	$	(442,121)	$	854,427
Net cash provided by financing activities								Net cash provided by financing activities	$	188,009	$	245,459	$	(57,450)

Cash ~~(used in) provided by operating activities decreased $354.7 million to cash~~ used in operating activities ~~of $279.0~~decreased by $27.3 million to $168.9 million in the ~~year-to-date 2022~~first quarter of 2023 compared to ~~cash provided by operating activities of $75.7~~$196.2 million in the ~~year-to-date 2021.~~first quarter of 2022. The decrease was primarily due to a decrease in net ~~(loss) income~~loss after adjusting for non-cash activities such as a non-cash impairment charge ~~non-cash share-based compensation expense,~~ and a non-cash lease expense, and ~~cash outflows related to~~ a ~~reduction~~decrease from inventories, which was driven by decreased inventory purchases at the end of ~~accounts payable on an increased inventory position.~~the first quarter of 2023. Partially offsetting this decrease ~~was an increase~~were increases in the change in ~~current~~deferred income ~~taxes,~~tax benefit, which was driven by ~~a change from generating income before income taxes in~~ the ~~year-to-date 2021 to a~~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 ~~$2.3~~$28.8 million to ~~$124.9~~$12.5 million in the ~~year-to-date 2022~~first quarter of 2023 compared to ~~$122.5~~$41.2 million in the ~~year-to-date 2021.~~first quarter of 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 and other strategic initiatives.~~stores.

Cash provided by ~~(used in)~~ financing activities ~~increased~~decreased by ~~$854.4~~$57.5 million to ~~cash provided by financing activities of $412.3~~$188.0 million in the ~~year-to-date 2022~~first quarter of 2023 compared to ~~cash used in financing activities of $442.1~~$245.5 million in the ~~year-to-date 2021.~~first quarter of 2022. The ~~increase~~decrease was driven by lower net proceeds from long-term debt, ~~due to borrowings under the 2022 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 the year-to-date 2021, whereas there were no shares repurchased in the year-to-date 2022 under the 2021 Repurchase Authorization.~~

~~Table of Contents~~

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. ~~Except as set forth below, there have been no material changes to our accounting policies disclosed in~~ ~~Note 1~~ ~~of our 2021 Form 10-K.~~

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.

~~Long-lived assets~~

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. The Company uses judgment in its determination of the existence of impairment indicators at a store level, which is primarily based on operating performance.

We assess the impairment of long-lived assets, primarily property and equipment and operating lease assets, annually or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Our assessment of changes in circumstances requires significant judgment. Factors we consider important which could trigger an impairment review include the following:

•~~Significant changes in the manner of our use of assets or the strategy for the overall business;~~

•~~Significant negative industry or economic trends; and~~

•~~An unusual current-period operating loss or cash flow loss in comparison to historical operating or cash flow losses~~

~~See~~ ~~Note 1~~ ~~to the accompanying consolidated financial statements for additional information regarding this critical accounting policy.~~

Table of Contents

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 ~~$459.9~~$501.6 million ofin borrowings under the 2022 Credit Agreement at ~~October~~April 29, ~~2022.~~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 ~~$4.6~~$5.0 million.

We are subject to market risk from exposure to changes in our derivative instruments associated with diesel fuel. At October 29, 2022, we had outstanding derivative instruments, in the form of collars, covering 0.3 million gallons of diesel fuel. The following table provides additional 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 300 300 571
Total 300 300 $ 571

~~At October 29, 2022, a 10% difference in the forward curve for diesel fuel prices could affect unrealized gains (losses) in other income (expense) by approximately $0.2 million.~~

~~Table of Contents~~

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~~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

~~Risk factors that affect our business and financial results are discussed within Part 1, Item 1A. of our 2021 Form 10-K. Except as set forth below, during~~During the ~~third~~first quarter of ~~2022,~~2023, there ~~have been~~were no material changes to ~~our~~the risk factors aspreviously disclosed in ~~the 2021~~our 2022 Form ~~10-K and in our subsequent filings with the SEC.~~

~~If we are unable to comply with the terms of the 2022 Credit Agreement, our capital resources, financial condition, results of operations, and liquidity may be materially adversely effected.~~

We borrow funds under the 2022 Credit Agreement, a $900 million five-year asset-based revolving credit facility, from time to time depending on operating or other cash flow requirements. The 2022 Credit Agreement contains 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 fundamental changes) and events of default. In addition, the 2022 Credit Agreement requires us to maintain a fixed charge coverage ratio of not less than 1.0 to 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. These covenants could impose significant operating and financial limitations and restrictions on us, including restrictions on our ability to enter into particular transactions that we believe are advisable or necessary for our business. Our ability to comply with these covenants and other provisions in the 2022 Credit Agreement may be affected by changes in our operating and financial performance, changes in general business and economic conditions, adverse regulatory developments, or other events beyond our control. We are also subject to cross default provisions under the Synthetic Lease applicable to our distribution center in California. A violation of these covenants could result in a default under the 2022 Credit Agreement which would 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. Our failure to comply with these covenants may have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.

In addition, our ability to borrow under the 2022 Credit Agreement is limited by the amount of our borrowing base which consists of eligible credit card receivables and eligible inventory (including in-transit inventory), subject to customary exceptions and reserves and a reserve for the then outstanding balance owing under the Synthetic Lease. Any negative impact on the elements of our borrowing base, such as accounts receivable and inventory, could reduce our borrowing capacity under the 2022 Credit Agreement which could have a material adverse effect on our capital resources, financial condition, results of operations, and liquidity.10-K.

2522

Table of Contents

~~We may be unable to generate sufficient cash flow to satisfy our debt service obligations, which could have a material adverse effect on our business, financial condition and results of operations.~~

Our ability to make principal and interest payments on and to refinance our indebtedness will depend on our ability to generate cash in the future and is subject to general economic, financial, competitive, legislative, regulatory, tax and other factors that are beyond our control. If our business does not generate sufficient cash flow from operations, in the amounts projected or at all, or if future borrowings are not available to us in amounts sufficient to fund our other liquidity needs, our business, financial condition and results of operations could be materially adversely affected. If we cannot generate sufficient cash flow from operations to make scheduled principal and interest payments in the future, we may need to refinance all or a portion of our indebtedness on or before maturity, sell assets, delay capital expenditures or seek additional equity. The terms of the 2022 Credit Agreement or future debt agreements may also restrict us from effecting any of these alternatives. Further, changes in the credit and capital markets, including market disruptions and interest rate fluctuations, may increase the cost of financing, make it more difficult to obtain favorable terms, or restrict our access to these sources of future liquidity. If we are unable to refinance any of our indebtedness on commercially reasonable terms or at all or to effect any other action relating to our indebtedness on satisfactory terms or at all, it could have a material adverse effect on our business, financial condition and results of operations.

~~The recent cessation of operations by a key furniture supplier, United Furniture Industries, Inc., could materially adversely impact our results of operations.~~

United Furniture Industries, Inc. (“UFI”) unexpectedly and without notice to us ceased operations and terminated its employees on November 21, 2022. Furniture products supplied by UFI to the Company represented approximately 7% of our merchandise purchases in the year-to-date 2022. We are closely monitoring this developing situation, evaluating its potential impact on our business and reviewing our rights and legal and strategic options with respect to UFI. As part of this process, we are investigating our ability to acquire from UFI finished goods and work in process inventory that relate to outstanding and unpaid purchase orders that we currently have with UFI. In addition, we are identifying and believe that we have identified merchandise sourcing alternatives to fill near term gaps in our product offerings that may result from UFI’s cessation of operations, including, among other things, obtaining merchandise from other furniture vendors, pursuing closeout opportunities and acquiring additional non furniture merchandise. However, because our investigation is ongoing and given the inherent uncertainty in this fluid situation, we cannot determine at this time the ultimate impact of UFI’s cessation of operations on our results of operations. Over time, if we are unable to secure alternative sources of merchandise on acceptable terms to replace merchandise previously sourced from UFI, our results of operations could be materially adversely impacted.

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 (2)	(d) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)	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
July 31, 2022 - August 27, 2022		2	$	21.07	—	159,425
August 28, 2022 - September 24, 2022		6	20.85		—	159,425
September 25, 2022 - October 29, 2022		1	16.33		—	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	9	$	20.37	—	159,425	Total	128	$	11.06	—	$	159,425

(1) In ~~August, September,~~February, March, and ~~October 2022,~~April 2023, in connection with the vesting of certain outstanding RSUs and PSUs, we acquired ~~2,257, 6,003,~~1,586, 45,997 and ~~1,113~~80,528 of our common shares, respectively, which were withheld to satisfy ~~minimum statutory~~ 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 ~~third~~first quarter of ~~2022,~~2023, we had no repurchases under the 2021 Repurchase Authorization. At ~~October~~April 29, ~~2022,~~2023, the 2021 Repurchase Authorization has $159.4 million of remaining authorization. The 2021 Repurchase Authorization has no scheduled termination date.

~~Table of Contents~~

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits

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


			Exhibit No.						Document
			10.1*						Participation Agreement, dated March 15, 2023, by and among AVDC, LLC, the Lessee, and the Banks named therein.
			~~10.1~~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						~~Big Lots, Inc. Executive Severance Agreement (incorporated herein by reference to Exhibit 10.2 to our Form 10-Q dated June 8, 2022).~~
			~~10.3~~						~~Big Lots, Inc. Senior Executive Severance Agreement (incorporated herein by reference to Exhibit 10.3 to our Form 10-Q dated June 8, 2022).~~
			~~10.4~~						~~Credit Facility Consent Letter (incorporated herein by reference to Exhibit 10.1 to our Form 8-K dated July 29, 2022).~~
			~~10.5~~						~~Synthetic Lease Consent Letter (incorporated herein by reference to Exhibit 10.2 to our Form 8-K dated July 29, 2022).~~
			~~10.6~~.4						Form of Big Lots 2020 Long-Term Incentive Plan ~~Restricted Stock~~Performance Share Units Award Agreement (incorporated herein by reference to Exhibit ~~10.6~~10.4 to our Form ~~10-Q~~8-K dated ~~September 6, 2022)~~March 16, 2023).
			10.7*						~~Credit Agreement, dated September 21, 2022, by and among Big Lots, Inc. and the other Borrowers named therein, the Guarantors named therein, and the Banks named therein.~~
			10.8*						Fourth Amendment to Operative Documents, dated September 21, 2022, by and among AVDC, Inc., as lessee, the guarantors thereto, Wachovia Service Corporation, as lessor, Wells Fargo Bank, N.A., as agent, and the lease participants named therein.
			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 ~~Data~~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).

~~Table of Contents~~

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: ~~December~~June 7, ~~2022~~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)

2824


Calendar Year of Maturity	Diesel Fuel Derivatives		Fair Value
	Puts	Calls	Asset (Liability)
	(Gallons, in thousands)		(In thousands)
2022	300	300	571
Total	300	300	$	571