FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For Quarter Ended July 26, 1997
Commission file number 1-13143
BJ'S WHOLESALE CLUB, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3360747
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Mercer Road
Natick, Massachusetts 01760
(Address of principal executive offices) (Zip Code)
(508) 651-7400
(Registrant's telephone number, including area code)
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. Yes X No .
--- ---
The number of shares of the Registrant's common stock outstanding as of August
23, 1997: 37,460,248
PART I. FINANCIAL INFORMATION
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Thirteen Weeks Ended
----------------------------------
July 26, July 27,
1997 1996
------------ ------------
(In Thousands Except Per Share Amounts)
Net sales $ 773,682 $ 720,022
Membership fees and other 11,773 13,666
------------ ------------
Total revenues 785,455 733,688
------------ ------------
Cost of sales, including buying and occupancy costs 703,275 657,235
Selling, general and administrative expenses 54,222 51,587
------------ ------------
Operating income 27,958 24,866
Interest on debt and capital leases (net) 3,600 3,957
------------ ------------
Income before income taxes 24,358 20,909
Provision for income taxes 9,403 8,223
------------ ------------
Net income $ 14,955 $ 12,686
============ ============
Net income per common share: $ 0.40 $ *
Primary and fully diluted ============ ============
Number of common shares for earnings per share computation:
Primary and fully diluted 37,485 *
* In accordance with SEC rules, historical earnings per share for periods
prior to the public issuance of common stock are not presented.
The accompanying notes are an integral part of the financial statements.
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Twenty-Six Weeks Ended
---------------------------------
July 26, July 27,
1997 1996
------------ -----------
(In Thousands Except Per Share Amounts)
Net sales $ 1,437,940 $ 1,328,648
Membership fees and other 26,462 27,428
------------ -----------
Total revenues 1,464,402 1,356,076
------------ -----------
Cost of sales, including buying and occupancy costs 1,315,474 1,219,544
Selling, general and administrative expenses 105,596 98,602
------------ -----------
Operating income 43,332 37,930
Interest on debt and capital leases (net) 7,482 8,211
------------ -----------
Income before income taxes 35,850 29,719
Provision for income taxes 13,838 11,650
------------ -----------
Net income $ 22,012 $ 18,069
============ ===========
Net income per common share: $ 0.59 $ *
Primary and fully diluted ============ ===========
Number of common shares for earnings per share computation:
Primary and fully diluted 37,485 *
* In accordance with SEC rules, historical earnings per share for periods
prior to the public issuance of common stock are not presented.
The accompanying notes are an integral part of the financial statements.
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
July 26, January 25, July 27,
1997 1997 1996
--------------- -------------- ---------------
(Dollars In Thousands)
ASSETS
Current assets:
Cash and cash equivalents $ 5,000 $ - $ -
Accounts receivable 24,981 34,006 27,456
Merchandise inventories 333,324 295,216 298,984
Current deferred income taxes 6,605 6,549 8,221
Prepaid expenses 8,178 6,091 6,511
--------------- -------------- ---------------
Total current assets 378,088 341,862 341,172
--------------- -------------- ---------------
Property at cost:
Land and buildings 274,533 265,971 254,785
Leasehold costs and improvements 39,923 34,764 33,595
Furniture, fixtures and equipment 196,980 186,696 176,830
--------------- -------------- ---------------
511,436 487,431 465,210
Less accumulated depreciation and amortization 128,034 106,821 97,846
--------------- -------------- ---------------
383,402 380,610 367,364
--------------- -------------- ---------------
Property under capital leases 6,219 6,219 3,871
Less accumulated amortization 1,701 1,618 2,031
--------------- -------------- ---------------
4,518 4,601 1,840
--------------- -------------- ---------------
Other assets 10,553 10,138 8,213
--------------- -------------- ---------------
Total assets $ 776,561 $ 737,211 $ 718,589
=============== ============== ===============
LIABILITIES
Current liabilities:
Accounts payable $ 211,678 $ 200,024 $ 184,200
Accrued expenses and other current liabilities 57,288 66,302 58,149
Accrued federal and state income taxes 1,485 12,431 4,436
Obligations under capital leases due within one year 177 163 180
--------------- -------------- ---------------
Total current liabilities 270,628 278,920 246,965
--------------- -------------- ---------------
Long-term debt 72,000 - -
Obligations under capital leases, less portion
due within one year 2,513 2,592 2,667
Other noncurrent liabilities 30,676 28,466 30,239
Deferred income taxes 1,706 3,545 2,762
Loans and advances from Waban Inc. - 148,081 195,904
STOCKHOLDERS' EQUITY
Common stock, par value $.01, authorized 180,000,000
shares, issued and outstanding 37,484,937 shares 375 375 375
Additional paid-in capital 101,419 - -
Retained earnings 297,244 275,232 239,677
--------------- -------------- ---------------
Total stockholders' equity 399,038 275,607 240,052
--------------- -------------- ---------------
Total liabilities and stockholders' equity $ 776,561 $ 737,211 $ 718,589
=============== ============== ===============
The accompanying notes are an integral part of the financial statements.
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Twenty-Six Weeks Ended
-------------------------------------
July 26, July 27,
1997 1996
------------- -------------
(In Thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 22,012 $ 18,069
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization of property 18,300 16,202
Loss on property disposals 226 88
Deferred income taxes (1,895) (1,002)
Increase (decrease) in cash
due to changes in:
Accounts receivable 9,025 3,486
Merchandise inventories (38,108) (27,546)
Prepaid expenses (2,087) 221
Other assets (415) 193
Accounts payable 11,654 15,085
Accrued expenses (6,980) (134)
Accrued income taxes (10,946) (5,666)
Other noncurrent liabilities 2,210 4,205
------------- -------------
Net cash provided by operating activities 2,996 23,201
------------- -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Property additions (23,544) (37,244)
Property disposals 275 8
------------- -------------
Net cash used in investing activities (23,269) (37,236)
------------- -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of capital lease obligations (65) (139)
Borrowings of long-term debt 72,000 -
Increase (decrease) in loans and advances from Waban Inc. (46,662) 14,174
------------- -------------
Net cash provided by financing activities 25,273 14,035
------------- -------------
Net increase in cash and cash equivalents 5,000 -
Cash and cash equivalents at beginning of year - -
------------- -------------
Cash and cash equivalents at end of period $ 5,000 $ -
============= =============
Supplemental cash flow information:
Interest paid $ 7,500 $ 8,231
Income taxes paid 26,679 18,318
Noncash financing and investing activities:
Contribution to capital by Waban Inc. 101,419 -
The accompanying notes are an integral part of the financial statements.
BJ'S WHOLESALE CLUB, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(In Thousands Except Per Share Amounts)
----------------------------------------------------------------
Common Additional Total
Stock Paid-in Retained Stockholders'
Par Value $.01 Capital Earnings Equity
------------------ ------------- ------------ -------------
Balance, January 27, 1996 $ 375 $ - $ 221,608 $ 221,983
Net income - - 18,069 18,069
--------------- ------------- ------------ ------------
Balance, July 27, 1996 $ 375 $ - $ 239,677 $ 240,052
=============== ============= ============ ============
Balance, January 25, 1997 $ 375 $ - $ 275,232 $ 275,607
Net income - - 22,012 22,012
Contribution to capital by Waban Inc. - 101,419 - 101,419
--------------- ------------- ------------ ------------
Balance, July 26, 1997 $ 375 $ 101,419 $ 297,244 $ 399,038
=============== ============= ============ ============
The accompanying notes are an integral part of the financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BJ's Wholesale Club, Inc. ("BJI" or the "Company"), which previously had
been a wholly-owned subsidiary of Waban Inc. ("Waban"), became a separate public
entity on July 28, 1997, when Waban distributed to its stockholders on a pro
rata basis all of the Company's outstanding common stock (the "Distribution").
The financial statements of the Company include the financial statements of
those subsidiaries of Waban which, prior to the Distribution, operated Waban's
BJ's Wholesale Club Division.
As of July 26, 1997, Waban transferred all of the assets and liabilities of its
BJ's Wholesale Club Division to the Company and contributed all of the Company's
intercompany debt of $101.4 million to the Company's equity.
2. The results for the first six months are not necessarily indicative of the
results for the full fiscal year because, among other things, the Company's
business, in common with the business of retailers generally, is subject to
seasonal influences. The Company's sales and operating income have typically
been strongest in the Christmas holiday season and lowest in the first quarter
of each fiscal year.
3. The interim financial statements are unaudited and reflect all normal
recurring adjustments considered necessary by the Company for a fair
presentation of its financial statements in accordance with generally accepted
accounting principles.
4. These interim financial statements should be read in conjunction with the
combined financial statements and related notes for the fiscal year ended
January 25, 1997 contained in the Company's Registration Statement on Form S-1
(Registration No. 333-25511) filed with the Securities and Exchange Commission.
5. Interest on debt and capital leases (net) included interest on intercompany
indebtedness to Waban of $3,742,000 and $7,642,000 in the quarter and six months
ended July 26, 1997, respectively, and $4,263,000 and $8,689,000 in the quarter
and six months ended July 27, 1996, respectively.
Selling, general and administrative expenses ("SG&A") included certain
allocations of overhead incurred by Waban that supported the Company's business.
These allocated expenses totalled $1,049,000 and $2,246,000 in the quarter and
six months ended July 26, 1997, respectively, and $1,020,000 and $1,992,000 in
the quarter and six months ended July 27, 1996, respectively.
6. Under Waban's cash management system, checks issued by its divisions but not
yet presented to banks resulted in overdraft balances for accounting purposes in
certain periods. The Company had overdraft balances of $2.3 million and $4.4
million as of January 25, 1997 and July 27, 1996, respectively. These balances
were included in accrued expenses and other current liabilities on the balance
sheet.
The Company's long-term debt as of July 26, 1997 included an allocation of $72
million of borrowings under Waban's bank credit line, which was repaid primarily
with borrowings under
the Company's new bank credit agreement.
7. The historical capitalization of the Company has been retroactively restated
to reflect the issuance of 37,484,937 shares of common stock, the number of
shares of the Company's common stock distributed to Waban's stockholders on July
28, 1997. Earnings per share calculations for the quarterly and year-to-date
periods ended July 26, 1997 are based on 37,484,937 shares outstanding.
8. Waban's Board of Directors approved the termination of the Waban Inc.
Retirement Plan effective July 26, 1997. However, in accordance with generally
accepted accounting principles, the additional cost to terminate the Plan is not
recognized until the Plan termination is settled. Prior to the Distribution,
Waban Inc. contributed to the Plan amounts sufficient to make the Plan's assets
equal to its estimated termination liabilities, based on actuarial projections.
The Company's share of these amounts is included in prepaid expenses on its
balance sheet. BJI expects to record a post-tax charge applicable to its Plan
participants of approximately $.5 million in the fourth quarter of the current
fiscal year or in the first quarter of the following fiscal year, when the Plan
termination is settled.
9. The Company operated 82 warehouse clubs on July 26, 1997 versus 77 warehouse
clubs on July 27, 1996.
10. Certain amounts in the prior year's financial statements have been
reclassified for comparative purposes.
Management's Discussion and Analysis
of Financial Condition and Results of Operations
Thirteen Weeks (Second Quarter) and Twenty-Six Weeks (Six Months) Ended July 26,
1997 versus Thirteen and Twenty-Six Weeks Ended July 27, 1996.
Forward-Looking Information
- ---------------------------
This report contains "forward-looking statements," including statements
regarding expected expenses to be incurred by BJI as a stand-alone entity,
planned capital expenditures, membership fees to be realized in the second half
of the year, certain charges expected to be incurred in connection with the
termination of the Waban Inc. Retirement Plan and other information with respect
to the Company's plans and strategies. Any statements contained herein that are
not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words "believes," "anticipates,"
"plans," "expects" and similar expressions are intended to identify
forward-looking statements. There are a number of important factors that could
cause actual events or the Company's actual results to differ materially from
those indicated by such forward-looking statements. These factors include,
without limitation, the success of the Company's management team in
transitioning the Company to its status as a stand-alone entity, general
economic conditions prevailing in the Company's markets, competition and the
other factors included in the Company's Registration Statement on Form S-1, File
No. 333-25511 under the heading "Risk Factors."
Results of Operations
- ---------------------
Net sales for the second quarter ended July 26, 1997 rose 7.5% to $774 million
from $720 million reported in last year's second quarter. Sales for the first
half of the year totaled $1.4 billion, 8.2% higher than last year's comparable
period. These increases were due to the opening of new stores and to comparable
store sales increases of 1.5% in the second quarter and 1.9% year to date.
Total revenues in the second quarter included membership fees of $9.8 million
versus $11.6 million in last year's second quarter. Year-to-date membership fees
were $22.8 million versus $23.7 million last year. The decrease in membership
fees in this year's second quarter resulted from differences in the trial
membership programs offered in both years. The Company believes that a
significant amount of the second quarter's shortfall represents membership fees
that will be realized in the second half of this year.
Cost of sales (including buying and occupancy costs) was 90.9% of net sales in
the second quarter versus 91.3% in the comparable period last year. For the
first six months, the cost of sales percentage was 91.5% this year versus
91.8% last year. A favorable merchandise mix resulted in higher gross
merchandise margins this year.
Selling, general and administrative ("SG&A") expenses were 7.0% of net sales in
the second
quarter versus 7.2% in last year's comparable period. Year-to-date SG&A expenses
were 7.3% of net sales this year versus 7.4% last year. These decreases were due
mainly to effective control over operating expenses, including leverage from
operating a larger number of warehouse clubs.
The components of net interest expense were as follows (in thousands):
Thirteen Weeks Ended Twenty-Six Weeks Ended
-------------------- ----------------------
July 26, July 27, July 26, July 27,
1997 1996 1997 1996
---- ---- ---- ----
Interest expense on debt (net) $ 3,529 $3,881 $7,340 $8,058
Interest on capital leases 71 76 142 153
------ ----- ----- -----
Interest on debt and capital leases (net) $ 3,600 $3,957 $7,482 $8,211
======= ====== ====== ======
Interest expense on debt was net of capitalized interest of $204,000 in this
year's second quarter and $284,000 year-to-date. Last year's capitalized
interest was $371,000 in the second quarter and $611,000 year-to-date.
The year-to-date provision rate for income taxes was 38.6% this year versus
39.2% last year. This decrease was attributable to a lower state income tax
rate.
Net income for the second quarter rose 17.9% to $15.0 million, or $.40 per
share, from $12.7 million in the second quarter of last year. For the first six
months, net income rose 21.8% to $22.0 million, or $.59 per share, from $18.1
million last year.
BJ's Wholesale Club, Inc. commenced operations as a separate entity following
its July 28, 1997 spin-off from Waban Inc. Therefore, reported financial results
for the second quarter and first half of 1997 reflect BJ's historical position
as a division of Waban Inc. and, as such, may not be indicative of future
performance. As a publicly owned company, BJI is expected to incur SG&A costs of
approximately $500,000 per quarter in addition to the amounts shown in the
historical financial statements, which represent an allocation of Waban Inc.'s
SG&A expenses. BJI's interest expense, however, is expected to be less than that
presented in the historical statements, as interest on intercompany borrowings
at an annual rate of 10% will be replaced by interest on bank borrowings at
approximately 6.5% per year. The level of debt is also expected to be lower than
BJ's historical debt due to the contribution to capital of $101.4 million of
BJI's intercompany debt in connection with the spin-off. Restating historical
results for these changes, and reflecting common stock equivalents expected to
be included in earnings per share calculations, second quarter net income would
have been $16.1 million, or $.42 per share, versus $14.0 million, or $.37 per
share, last year. First half net income would have been $24.3 million, or $.64
per share, compared to last year's $20.6 million, or $.54 per share. (See
"Analytical and Historical Financial Data" below for additional information.)
Waban's Board of Directors approved the termination of the Waban Inc. Retirement
Plan effective July 26, 1997. However, in accordance with generally accepted
accounting principles, the additional cost to terminate the Plan is not
recognized until the Plan termination is settled. Prior to the Distribution,
Waban contributed to the Plan amounts sufficient to make the Plan's assets equal
to its estimated termination liabilities, based on actuarial projections. The
Company's share of these amounts is included in prepaid expenses on its balance
sheet. BJI expects to record a post-tax charge applicable to its Plan
participants of approximately $.5 million in the fourth quarter of the current
fiscal year or in the first quarter of the following fiscal year, when the Plan
termination is settled.
The Company's business, in common with the business of retailers generally, is
subject to seasonal influences. The Company's sales and operating income have
typically been strongest in the Christmas holiday season and lowest in the first
quarter of each fiscal year.
Liquidity and Capital Resources
- -------------------------------
Net cash provided by net income plus depreciation in this year's first six
months was $40.3 million versus $34.3 million in last year's comparable period.
A total of $3.0 million was provided by operating activities in the first half
of this year; $23.2 million was provided by operating activities in the same
period last year. This variance was attributable mainly to a higher accounts
payable-to-inventory ratio at the beginning of this year as compared to the
beginning of last year.
Year-to-date cash expended for property additions was $23.5 million this year
versus $37.2 million in the same period last year. The Company opened two new
clubs during the first half of this fiscal year and an additional club shortly
after the end of the half. Last year the Company opened six new clubs in the
first half. One club in the Hartford, Connecticut market was closed in the first
quarter of this year.
The Company's capital expenditures are expected to total approximately $75
million in the current fiscal year, based on opening approximately eight or nine
new clubs. The Company has announced its plans to enter the Cleveland, Ohio
market by opening three or four new clubs in 1998. The timing of actual club
openings and the amount of related expenditures could vary from these estimates
due, among other things, to the complexity of the real estate development
process.
To date, the Company's operations and expansion have been financed through loans
advanced by Waban as needed. In July 1997, the Company entered into a $200
million unsecured credit agreement with a group of banks which expires July 9,
2002. The agreement includes a $50 million sub-facility for letters of credit.
The Company is required to pay an annual facility fee which is currently 0.15%
of the total commitment. Interest on borrowings is payable at the Company's
option either at (a) the Eurodollar rate plus a margin which is currently 0.30%,
(b) the agent bank's prime rate or (c) at a rate determined by competitive
bidding. The facility fee and Eurodollar margin are both subject to change based
upon the Company's fixed charge coverage ratio. The agreement contains covenants
which, among other things, include minimum net worth and fixed charge coverage
requirements and a maximum funded debt-to-capital limitation, and which prohibit
the payment of cash dividends. The Company's long-term debt as of July 26, 1997
included an allocation of $72 million of borrowings under Waban's bank credit
line, which was repaid primarily with borrowings under the Company's new bank
credit agreement.
The Company also maintains a separate credit line in the amount of $30 million
for letters of credit. Subsequent to the end of the quarter, the Company
arranged an additional $20 million
uncommitted credit line for short-term borrowings.
Cash and cash equivalents totaled $5.0 million as of July 26, 1997. The Company
expects that its current resources, together with anticipated cash flow from
operations, will be sufficient to finance its operations through January 30,
1999. However, the Company may from time to time seek to obtain additional
financing.
Analytical and Historical Financial Data
- ----------------------------------------
The schedules which follow present selected unaudited "analytical" and
"historical" financial data by quarter for the fiscal years ended January 1995,
1996 and 1997 and for the first two quarters of the current fiscal year.
Earnings per share for periods prior to the public issuance of common stock are
not presented in the historical financial statements. The presentation of
earnings per share in the attached supplemental historical financial data
assumes 37,484,937 shares outstanding (the same basis for EPS for the period
ended July 26, 1997) for all prior periods.
The analytical presentation adjusts the data contained in the historical
presentation to reflect certain changes to ongoing operations after the
Distribution:
a) The analytical presentation of SG&A expenses assumes an additional $500,000
per quarter to reflect estimated incremental costs that the Company will
incur as a separate public entity.
b) The analytical presentation assumes a reduced level of interest expense as a
result of the reduction in debt in connection with the Distribution. Prior
period debt levels were determined by starting with the $72 million of debt
outstanding on July 26, 1997 and reflecting changes in cash flow during prior
periods. Interest on those adjusted debt levels was then calculated at an
assumed rate of 6.5% for all periods presented to reflect current borrowing
rates in lieu of the 10% interest rate applied to historical intercompany
borrowings.
c) The analytical presentation of earnings per share is based on an assumption
of 38,000,000 outstanding shares (including the estimated dilutive effect of
common stock equivalents) in all periods. Historical earnings per share for
the periods ended July 26, 1997 were based on shares outstanding only. During
the third quarter of the current fiscal year, BJ's Wholesale Club, Inc. stock
options will be issued to Company employees to replace their Waban options at
exercise prices which will preserve the value inherent in the replaced
options.
d) The analytical presentation of the provision for income taxes assumes the
historical tax provision adjusted for the incremental taxes resulting from
changes to historical pre-tax income.
The information contained in the presentations which follow are based on a
number of estimates and assumptions which management in good faith considers
reasonable under the circumstances. This information does not purport to
represent what the results of operations of the Company would have actually been
if the Distribution had in fact been consummated in prior periods or at any
future date or what the results of operations of the Company will be for any
future period.
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Analytical Presentation
-----------------------
FYE 1/98 Percent to Net Sales
-------------------------------------- ----------------------------
Q1 Q2 Q1 Q2
-- -- -- --
Net Sales $664,258 $773,682 100.00% 100.00%
Membership Fees and Other 14,689 11,773 2.21% 1.52%
------- ------- ----- -----
Total Revenues 678,947 785,455 102.21% 101.52%
Cost of Sales, including buying
and occupancy costs 612,199 703,275 92.16% 90.90%
Selling, general and
administrative expenses 51,874 54,722 7.81% 7.07%
------- ------- ----- -----
Operating Income 14,874 27,458 2.24% 3.55%
Interest on debt and capital
leases, net 1,453 1,169 0.22% 0.15%
------- ------- ----- -----
Income before Income Taxes 13,421 26,289 2.02% 3.40%
Provision for Income Taxes 5,194 10,173 0.78% 1.31%
------- ------- ----- -----
Net Income $8,227 $16,116 1.24% 2.08%
======= ======= ===== =====
Net Income per Share $ 0.22 $ 0.42
Number of Common Shares for
Earnings per Share Computation 38,000 38,000
----------------------------------- ----------------------------
Operating Data
- --------------
Net Sales Growth 9.1% 7.5%
Comp Sales Growth 2.5% 1.5%
Number of Clubs
- ---------------
Large Format 71 73
Small Format 9 9
- -
Total Number of Clubs 80 82
Selling Square Footage 8,580,036 8,798,474
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Analytical Presentation
-----------------------
FYE 1/97
---------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $608,626 $720,022 $681,847 $849,455 $2,859,950
Membership Fees and Other 13,762 13,666 15,971 19,483 62,882
------ ------ ------ ------ ------
Total Revenues 622,388 733,688 697,818 868,938 2,922,832
Cost of Sales, including buying
and occupancy costs 562,309 657,235 623,912 762,146 2,605,602
Selling, general and
administrative expenses 47,515 52,087 54,099 60,959 214,660
------ ------ ------ ------ -------
Operating Income 12,564 24,366 19,807 45,833 102,570
Interest on debt and capital
leases, net 1,650 1,451 1,890 1,480 6,471
----- ----- ----- ----- -----
Income before Income Taxes 10,914 22,915 17,917 44,353 96,099
Provision for Income Taxes 4,259 8,941 6,991 17,306 37,497
----- ----- ----- ------ ------
Net Income $6,655 $13,974 $10,926 $27,047 $58,602
====== ======= ======= ======= =======
Net Income per Share $0.18 $0.37 $0.29 $0.71 $1.54
Number of Common Shares for
Earnings per Share Computation 38,000 38,000 38,000 38,000 38,000
---------------------------------------------------------------------------------------
Operating Data
- --------------
Net Sales Growth 17.3% 16.5% 15.6% 14.3% 15.8%
Comp Sales Growth 7.3% 6.0% 3.8% 6.0% 5.6%
Number of Clubs
- ---------------
Large Format 66 69 70 72
Small Format 6 8 9 9
- - - -
Total Number of Clubs 72 77 79 81
Selling Square Footage 7,793,913 8,269,795 8,453,615 8,684,268
Percent to Net Sales
-------------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.26% 1.90% 2.34% 2.29% 2.20%
----- ----- ----- ----- -----
Total Revenues 102.26% 101.90% 102.34% 102.29% 102.20%
Cost of Sales, including buying
and occupancy costs 92.39% 91.28% 91.50% 89.72% 91.11%
Selling, general and
administrative expenses 7.81% 7.23% 7.93% 7.18% 7.51%
----- ----- ----- ----- -----
Operating Income 2.06% 3.38% 2.90% 5.40% 3.59%
Interest on debt and capital
leases, net 0.27% 0.20% 0.28% 0.17% 0.23%
----- ----- ----- ----- -----
Income before Income Taxes 1.79% 3.18% 2.63% 5.22% 3.36%
Provision for Income Taxes 0.70% 1.24% 1.03% 2.04% 1.31%
----- ----- ----- ----- -----
Net Income 1.09% 1.94% 1.60% 3.18% 2.05%
===== ===== ===== ===== =====
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Analytical Presentation
-----------------------
FYE 1/96
-----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $518,957 $618,263 $589,908 $743,179 $2,470,307
Membership Fees and Other 12,149 14,108 14,518 18,526 59,301
------- ------- ------- ------- -------
Total Revenues 531,106 632,371 604,426 761,705 2,529,608
Cost of Sales, including buying
and occupancy costs 482,147 567,020 542,707 671,658 2,263,532
Selling, general and
administrative expenses 40,497 45,767 47,277 51,878 185,419
------- ------- ------- ------- --------
Operating Income 8,462 19,584 14,442 38,169 80,657
Interest on debt and capital
leases, net 1,391 1,152 1,236 1,335 5,114
------ ------ ------ ------ ------
Income before Income Taxes 7,071 18,432 13,206 36,834 75,543
Provision for Income Taxes 2,756 7,185 5,147 14,357 29,445
------ ------ ------ ------- -------
Net Income $4,315 $11,247 $8,059 $22,477 $46,098
======= ======== ======= ======== ========
Net Income per Share $ 0.11 $ 0.30 $ 0.21 $ 0.59 $ 1.21
Number of Common Shares for
Earnings per Share Computation 38,000 38,000 38,000 38,000 38,000
-----------------------------------------------------------------------------------------
Operating Data
- --------------
Total Sales Growth 9.3% 12.3% 8.0% 11.6% 10.4%
Comp Sales Growth -3.4% 3.1% 0.6% 2.5% 0.4%
Number of Clubs
- ---------------
Large Format 60 61 63 65
Small Format 2 4 5 6
- - - -
Total Number of Clubs 62 65 68 71
Selling Square Footage 6,834,347 7,096,455 7,387,729 7,678,253
Percent to Net Sales
---------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.34% 2.28% 2.46% 2.49% 2.40%
----- ----- ----- ----- -----
Total Revenues 102.34% 102.28% 102.46% 102.49% 102.40%
Cost of Sales, including buying
and occupancy costs 92.91% 91.71% 92.00% 90.38% 91.63%
Selling, general and
administrative expenses 7.80% 7.40% 8.01% 6.98% 7.51%
----- ----- ----- ----- -----
Operating Income 1.63% 3.17% 2.45% 5.14% 3.27%
Interest on debt and capital
leases, net 0.27% 0.19% 0.21% 0.18% 0.21%
----- ----- ----- ----- -----
Income before Income Taxes 1.36% 2.98% 2.24% 4.96% 3.06%
Provision for Income Taxes 0.53% 1.16% 0.87% 1.93% 1.19%
----- ----- ----- ----- -----
Net Income 0.83% 1.82% 1.37% 3.02% 1.87%
===== ===== ===== ===== =====
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Analytical Presentation
-----------------------
FYE 1/95
-----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $474,895 $550,442 $545,987 $665,705 $2,237,029
Membership Fees and Other 11,892 13,681 13,012 17,477 56,062
------ ------ ------ ------ ------
Total Revenues 486,787 564,123 558,999 683,182 2,293,091
Cost of Sales, including buying
and occupancy costs 442,815 506,396 503,179 601,777 2,054,167
Selling, general and
administrative expenses 37,347 42,938 44,764 51,367 176,416
------ ------ ------ ------ -------
Operating Income 6,625 14,789 11,056 30,038 62,508
Interest on debt and capital
leases, net 963 786 1,170 1,055 3,974
--- --- ----- ----- -----
Income before Income Taxes 5,662 14,003 9,886 28,983 58,534
Provision for Income Taxes 2,230 5,516 3,894 11,416 23,056
----- ----- ----- ------ ------
Net Income $3,432 $8,487 $5,992 $17,567 $35,478
====== ====== ====== ======= =======
Net Income per Share $0.09 $0.22 $0.16 $0.46 $0.93
Number of Common Shares for
Earnings per Share Computation 38,000 38,000 38,000 38,000 38,000
-----------------------------------------------------------------------------------------
Operating Data
- --------------
Total Sales Growth 15.9% 12.8% 15.1% 13.7% 14.3%
Comp Sales Growth -4.1% -3.8% -1.3% -0.3% -2.7%
Number of Clubs
- ---------------
Large Format 52 57 59 60
Small Format 0 0 0 2
- - - -
Total Number of Clubs 52 57 59 62
Selling Square Footage 5,776,023 6,351,007 6,582,327 6,834,347
Percent to Net Sales
----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.50% 2.49% 2.38% 2.63% 2.51%
----- ----- ----- ----- -----
Total Revenues 102.50% 102.49% 102.38% 102.63% 102.51%
Cost of Sales, including buying
and occupancy costs 93.24% 92.00% 92.16% 90.40% 91.83%
Selling, general and
administrative expenses 7.86% 7.80% 8.20% 7.72% 7.89%
----- ----- ----- ----- -----
Operating Income 1.40% 2.69% 2.03% 4.51% 2.79%
Interest on debt and capital
leases, net 0.20% 0.14% 0.21% 0.16% 0.18%
----- ----- ----- ----- -----
Income before Income Taxes 1.19% 2.54% 1.81% 4.35% 2.62%
Provision for Income Taxes 0.47% 1.00% 0.71% 1.71% 1.03%
----- ----- ----- ----- -----
Net Income 0.72% 1.54% 1.10% 2.64% 1.59%
===== ===== ===== ===== =====
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Historical Presentation
-----------------------
FYE 1/98 Percent to Net Sales
-------------------------------- --------------------------------
Q1 Q2 Q1 Q2
-- -- -- --
Net Sales $664,258 $773,682 100.00% 100.00%
Membership Fees and Other 14,689 11,773 2.21% 1.52%
------- ------- ----- -----
Total Revenues 678,947 785,455 102.21% 101.52%
Cost of Sales, including buying
and occupancy costs 612,199 703,275 92.16% 90.90%
Selling, general and
administrative expenses 51,374 54,222 7.73% 7.01%
------- ------- ----- -----
Operating Income 15,374 27,958 2.31% 3.61%
Interest on debt and capital
leases, net 3,882 3,600 0.58% 0.47%
------ ------ ----- -----
Income before Income Taxes 11,492 24,358 1.73% 3.15%
Provision for Income Taxes 4,435 9,403 0.67% 1.22%
------ ------ ----- -----
Net Income $7,057 $14,955 1.06% 1.93%
====== ======= ===== =====
Net Income per Share $ 0.19 $ 0.40
Number of Common Shares for
Earnings per Share Computation 37,485 37,485
-------------------------------- --------------------------------
Operating Data
- --------------
Net Sales Growth 9.1% 7.5%
Comp Sales Growth 2.5% 1.5%
Number of Clubs
- ---------------
Large Format 71 73
Small Format 9 9
- -
Total Number of Clubs 80 82
Selling Square Footage 8,580,036 8,798,474
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Historical Presentation
-----------------------
FYE 1/97
----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $608,626 $720,022 $681,847 $849,455 $2,859,950
Membership Fees and Other 13,762 13,666 15,971 19,483 62,882
------- ------- ------- ------- -------
Total Revenues 622,388 733,688 697,818 868,938 2,922,832
Cost of Sales, including buying
and occupancy costs 562,309 657,235 623,912 762,146 2,605,602
Selling, general and
administrative expenses 47,015 51,587 53,599 60,459 212,660
------- ------- ------- ------- --------
Operating Income 13,064 24,866 20,307 46,333 104,570
Interest on debt and capital
leases, net 4,254 3,957 4,620 4,007 16,838
------ ------ ------ ------ -------
Income before Income Taxes 8,810 20,909 15,687 42,326 87,732
Provision for Income Taxes 3,427 8,223 6,012 16,446 34,108
------ ------ ------ ------- -------
Net Income $5,383 $12,686 $9,675 $25,880 $53,624
====== ======= ====== ======= =======
Net Income per Share $ 0.14 $ 0.34 $ 0.26 $ 0.69 $ 1.43
Number of Common Shares for
Earnings per Share Computation 37,485 37,485 37,485 37,485 37,485
---------------------------------------------------------------------------------------
Operating Data
- --------------
Net Sales Growth 17.3% 16.5% 15.6% 14.3% 15.8%
Comp Sales Growth 7.3% 6.0% 3.8% 6.0% 5.6%
Number of Clubs
- ---------------
Large Format 66 69 70 72
Small Format 6 8 9 9
- - - -
Total Number of Clubs 72 77 79 81
Selling Square Footage 7,793,913 8,269,795 8,453,615 8,684,268
Historical Presentation
-----------------------
Percent to Net Sales
-----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.26% 1.90% 2.34% 2.29% 2.20%
----- ----- ----- ----- -----
Total Revenues 102.26% 101.90% 102.34% 102.29% 102.20%
Cost of Sales, including buying
and occupancy costs 92.39% 91.28% 91.50% 89.72% 91.11%
Selling, general and
administrative expenses 7.72% 7.16% 7.86% 7.12% 7.44%
----- ----- ----- ----- -----
Operating Income 2.15% 3.45% 2.98% 5.45% 3.66%
Interest on debt and capital
leases, net 0.70% 0.55% 0.68% 0.47% 0.59%
----- ----- ----- ----- -----
Income before Income Taxes 1.45% 2.90% 2.30% 4.98% 3.07%
Provision for Income Taxes 0.56% 1.14% 0.88% 1.94% 1.19%
----- ----- ----- ----- -----
Net Income 0.88% 1.76% 1.42% 3.05% 1.87%
===== ===== ===== ===== =====
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Historical Presentation
-----------------------
FYE 1/96
-------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $518,957 $618,263 $589,908 $743,179 $2,470,307
Membership Fees and Other 12,149 14,108 14,518 18,526 59,301
------- ------- ------- ------- -------
Total Revenues 531,106 632,371 604,426 761,705 2,529,608
Cost of Sales, including buying
and occupancy costs 482,147 567,020 542,707 671,658 2,263,532
Selling, general and
administrative expenses 39,997 45,267 46,777 51,378 183,419
------- ------- ------- ------- --------
Operating Income 8,962 20,084 14,942 38,669 82,657
Interest on debt and capital
leases, net 3,858 3,496 3,624 3,779 14,757
------ ------ ------ ------ -------
Income before Income Taxes 5,104 16,588 11,318 34,890 67,900
Provision for Income Taxes 1,980 6,436 4,392 13,542 26,350
------ ------ ------ ------- -------
Net Income $3,124 $10,152 $6,926 $21,348 $41,550
======= ======== ======= ======== ========
Net Income per Share $ 0.08 $ 0.27 $ 0.18 $ 0.57 $ 1.11
Number of Common Shares for
Earnings per Share Computation 37,485 37,485 37,485 37,485 37,485
--------------------------------------------------------------------------------------
Operating Data
- --------------
Total Sales Growth 9.3% 12.3% 8.0% 11.6% 10.4%
Comp Sales Growth -3.4% 3.1% 0.6% 2.5% 0.4%
Number of Clubs
- ---------------
Large Format 60 61 63 65
Small Format 2 4 5 6
-- -- -- -
Total Number of Clubs 62 65 68 71
Selling Square Footage 6,834,347 7,096,455 7,387,729 7,678,253
Historical Presentation
-----------------------
Percent to Net Sales
---------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.34% 2.28% 2.46% 2.49% 2.40%
----- ----- ----- ----- -----
Total Revenues 102.34% 102.28% 102.46% 102.49% 102.40%
Cost of Sales, including buying
and occupancy costs 92.91% 91.71% 92.00% 90.38% 91.63%
Selling, general and
administrative expenses 7.71% 7.32% 7.93% 6.91% 7.42%
----- ----- ----- ----- -----
Operating Income 1.73% 3.25% 2.53% 5.20% 3.35%
Interest on debt and capital
leases, net 0.74% 0.57% 0.61% 0.51% 0.60%
----- ----- ----- ----- -----
Income before Income Taxes 0.98% 2.68% 1.92% 4.69% 2.75%
Provision for Income Taxes 0.38% 1.04% 0.74% 1.82% 1.07%
----- ----- ----- ----- -----
Net Income 0.60% 1.64% 1.17% 2.87% 1.68%
===== ===== ===== ===== =====
BJ's Wholesale Club, Inc.
Supplemental Financial Data (unaudited)
(Dollars and Shares in Thousands Except Per Share Amounts)
Historical Presentation
-----------------------
FYE 1/95
----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales $474,895 $550,442 $545,987 $665,705 $2,237,029
Membership Fees and Other 11,892 13,681 13,012 17,477 56,062
------- ------- ------- ------- -------
Total Revenues 486,787 564,123 558,999 683,182 2,293,091
Cost of Sales, including buying
and occupancy costs 442,815 506,396 503,179 601,777 2,054,167
Selling, general and
administrative expenses 36,847 42,438 44,264 50,867 174,416
------- ------- ------- ------- --------
Operating Income 7,125 15,289 11,556 30,538 64,508
Interest on debt and capital
leases, net 3,363 3,161 3,664 3,477 13,665
------ ------ ------ ------ -------
Income before Income Taxes 3,762 12,128 7,892 27,061 50,843
Provision for Income Taxes 1,475 4,757 3,096 10,613 19,941
------ ------ ------ ------- -------
Net Income $2,287 $7,371 $4,796 $16,448 $30,902
======= ======= ======= ======== ========
Net Income per Share $ 0.06 $ 0.20 $ 0.13 $ 0.44 $ 0.82
Number of Common Shares for
Earnings per Share Computation 37,485 37,485 37,485 37,485 37,485
----------------------------------------------------------------------------------------
Operating Data
- --------------
Total Sales Growth 15.9% 12.8% 15.1% 13.7% 14.3%
Comp Sales Growth -4.1% -3.8% -1.3% -0.3% -2.7%
Number of Clubs
- ---------------
Large Format 52 57 59 60
Small Format 0 0 0 2
-- -- -- -
Total Number of Clubs 52 57 59 62
Selling Square Footage 5,776,023 6,351,007 6,582,327 6,834,347
Historical Presentation
-----------------------
Percent to Net Sales
----------------------------------------------------------------------------------------
Q1 Q2 Q3 Q4 Full Year
-- -- -- -- ---------
Net Sales 100.00% 100.00% 100.00% 100.00% 100.00%
Membership Fees and Other 2.50% 2.49% 2.38% 2.63% 2.51%
----- ----- ----- ----- -----
Total Revenues 102.50% 102.49% 102.38% 102.63% 102.51%
Cost of Sales, including buying
and occupancy costs 93.24% 92.00% 92.16% 90.40% 91.83%
Selling, general and
administrative expenses 7.76% 7.71% 8.11% 7.64% 7.80%
----- ----- ----- ----- -----
Operating Income 1.50% 2.78% 2.12% 4.59% 2.88%
Interest on debt and capital
leases, net 0.71% 0.57% 0.67% 0.52% 0.61%
----- ----- ----- ----- -----
Income before Income Taxes 0.79% 2.20% 1.45% 4.06% 2.27%
Provision for Income Taxes 0.31% 0.86% 0.57% 1.59% 0.89%
----- ----- ----- ----- -----
Net Income 0.48% 1.34% 0.88% 2.47% 1.38%
===== ===== ===== ===== =====
PART II. OTHER INFORMATION
Item 2 - Changes in Securities
---------------------
(a) On July 10, 1997, the Company filed an Amended and Restated
Certificate of Incorporation with the Secretary of State of the
State of Delaware. See Exhibit 3.1 hereto.
On July 10, 1997, the Company's Amended and Restated By-Laws
became effective. See Exhibit 3.2 hereto.
The Company entered into a Rights Agreement, dated as of July
10, 1997 between the Company and First Chicago Trust Company of
New York. See Exhibit 4.1 hereto.
(c) On July 26, 1997, in connection with the Distribution, the
Company issued a total of 37,484,837 shares of its Common Stock
to its parent corporation, Waban. On July 28, 1997, the spin-off
of the Company was effected by the tax-free distribution (the
"Distribution"), paid in the form of a special dividend to Waban
stockholders of record on July 18, 1997 (the "Record Date"), of
one share of common stock of the Company for each share of Waban
common stock outstanding on the Record Date. A total of
37,484,937 shares of the Company's Common Stock, representing
100% of the issued and outstanding Common Stock of the Company,
was distributed in the Distribution, pursuant to a Registration
Statement on Form S-1.
Item 4 - Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
By Written Action of Sole Stockholder in Lieu of a Meeting, dated July 10,
1997 (the "Written Action"), Waban, the sole stockholder of the Company at the
time, approved and adopted:
1. The Amended and Restated Certificate of Incorporation of the Company;
2. The Amended and Restated By-Laws of the Company;
3. The BJ's Wholesale Club, Inc. 1997 Replacement Stock Incentive Plan;
4. The BJ's Wholesale Club, Inc. 1997 Stock Incentive Plan;
5. The BJ's Wholesale Club, Inc. Management Incentive Plan;
6. The BJ's Wholesale Club, Inc. Growth Incentive Plan; and
7. The BJ's Wholesale Club, Inc. 1997 Director Stock Option Plan.
In addition, pursuant to the Written Action and effective on July 28, 1997
(the date Waban completed the Distribution), the size of the Board of Directors
was increased to eight and the following persons were elected to serve as
directors of the Company:
Class I directors: S. James Coppersmith
(term expiring at the Thomas J. Shields
1998 Annual Meeting) Herbert J. Zarkin
Class II directors: Allyn L. Levy
(term expiring at the Lorne R. Waxlax
1999 Annual Meeting) Edward J. Weisberger
Class III directors:
(term expiring at the Kerry L. Hamilton
2000 Annual Meeting) John J. Nugent
Item 6 - Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
3.1 Amended and Restated Certificate of Incorporation is incorporated
herein by reference to the Company's Registration Statement on
Form S-8, dated July 10, 1997 (Commission File No. 333-31015)
3.2 Amended and Restated By-Laws is incorporated herein by reference
to the Company's Registration Statement on Form S-8, dated July
10, 1997 (Commission File No. 333-31015)
4.1 Rights Agreement, dated as of July 10, 1997, between the Company
and First Chicago Trust Company of New York is incorporated herein
by reference to the Company's Report on Form 8-A, dated July 10,
1997 (Commission File No. 1-13143)
10.1 Separation and Distribution Agreement, dated as of July 10, 1997,
between the Company and Waban Inc. is incorporated herein by
reference to the Current Report on Form 8-K, dated July 28, 1997,
of HomeBase, Inc. (Commission File No. 1-10259)
10.2 Services Agreement, dated as of July 28, 1997, between the Company
and Waban Inc. is incorporated herein by reference to the Current
Report on Form 8-K, dated July 28, 1997, of HomeBase, Inc.
(Commission File No. 1-10259)
10.3 Tax Sharing Agreement, dated as of July 28, 1997, between the
Company and Waban Inc. is incorporated herein by reference to the
Current Report on Form 8-K, dated July 28, 1997, of HomeBase, Inc.
(Commission File No. 1-10259)
10.4 Employee Benefits Agreement, dated as of July 28, 1997, between
the Company and Waban Inc. is incorporated herein by reference to
the Current Report on Form 8-K, dated July 28, 1997, of HomeBase,
Inc. (Commission File No. 1-10259)
10.5 BJ's Wholesale Club, Inc. Management Incentive Plan
10.6 BJ's Wholesale Club, Inc. Growth Incentive Plan
10.7 BJ's Wholesale Club, Inc. 1997 Director Stock Option Plan
10.8 BJ's Wholesale Club, Inc. Executive Retirement Plan
10.9 BJ's Wholesale Club, Inc. 1997 Replacement Stock Incentive Plan
10.10 BJ's Wholesale Club, Inc. 1997 Stock Incentive Plan
10.11 BJ's Wholesale Club, Inc. General Deferred Compensation Plan
10.12 Employment Agreement, dated as of July 28, 1997 with Herbert J.
Zarkin
10.13 Employment Agreement, dated as of July 28, 1997 with John J.
Nugent
10.14 Employment Agreement, dated as of July 28, 1997 with Edward J.
Weisberger
10.15 Employment Agreement, dated as of July 28, 1997 with Frank D.
Forward
10.16 Employment Agreement, dated as of July 28, 1997 with Michael T.
Wedge
10.17 Employment Agreement, dated as of July 28, 1997 with Laura J. Sen
10.18 Employment Agreement, dated as of July 28, 1997 with Sarah M.
Gallivan
10.19 Form of Change of Control Severance Agreement between the Company
and officers of the Company
10.20 Form of Indemnification Agreement between the Company and
officers of the Company
10.21 BJ's Wholesale Club, Inc. Change of Control Severance Benefit
Plan for Key Employees
10.22 Credit Agreement, dated July 9, 1997, among the Company and
certain banks
10.23 Indemnification Agreement, dated as of April 18, 1997, between
the Company and The TJX Companies, Inc. is incorporated herein by
reference to the Company's Registration Statement on Form S-1
(Commission File No. 333-25511)
27.0 Financial Data Schedule
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K with the
Securities and Exchange Commission during the quarter ended July
26, 1997.
SIGNATURES
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.
BJ'S WHOLESALE CLUB, INC.
-------------------------
(Registrant)
Date: September 9, 1997 /s/ JOHN J. NUGENT
---------------------- -------------------------------------
John J. Nugent
President and Chief Executive Officer
(Principal Executive Officer)
Date: September 9, 1997 /s/ FRANK D. FORWARD
---------------------- -----------------------------
Frank D. Forward
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)