Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
The discussion and analysis presented below should be read in conjunction with the accompanying consolidated financial statements and related notes. Please refer to “Item 1A. Risk Factors” of this Form 10-K for a discussion of forward-looking statements and certain risk factors that may have a material adverse effect on our business, financial condition, results of operations, and/or liquidity.
Our fiscal year ends on the Saturday nearest to January 31, which results in some fiscal years with 52 weeks and some with 53 weeks. Fiscal years 2022, 2021, and 2020 were comprised of 52 weeks. Fiscal year 2023 will be comprised of 53 weeks.
Operating Results Summary
The following are the results from 2022 that we believe are key indicators of our financial condition and results of operations when compared to 2021.
•Net sales decreased $682.3 million, or 11.1%.
•Comparable sales for stores open at least fifteen months, plus our e-commerce operations, decreased $766.6 million, or 12.9%.
•Gross margin dollars decreased $483.5 million and gross margin rate decreased 400 basis points to 35.0% of net sales.
•Selling and administrative expenses increased $5.4 million to $2,020.1 million. As a percentage of net sales, selling and administrative expenses increased 410 basis points to 36.9% of net sales.
•Included within our selling and administrative expenses were non-cash store asset impairment charges related to underperforming stores of $68.4 million, in 2022, compared to $5.0 million, in 2021. Non-cash store asset impairment charges in 2022, decreased our diluted (loss) earnings per share by approximately $1.79 per share. Non-cash store asset impairment charges in 2021, decreased our diluted earnings per share by approximately $0.11 per share.
•Also included within our selling and administrative expenses was a gain on sale of real estate and related expenses of $18.6 million. Included within our depreciation expense was a $1.7 million charge for accelerated depreciation on fixtures and equipment associated with the closure of the sold stores. The net gain on sale of real estate and related expenses in 2022 decreased our operating loss by $16.8 million and decreased our diluted loss per share by approximately $0.44 per share.
•Operating (loss) profit decreased $501.3 million to an operating loss of $261.5 million in 2022, compared to an operating profit of $239.8 million in 2021.
•Diluted earnings (loss) per share decreased 237.0% to diluted loss per share of ($7.30), compared to diluted earnings per share of $5.33 in 2021.
•Our (loss) return on invested capital decreased to (17.3)% from 14.9%.
•Long-term debt increased $297.9 million, from $3.5 million at the end of 2021 to $301.4 million at the end of 2022.
•Inventory decreased $89.8 million, or 7.3%, to $1,147.9 million.
•We declared and paid four quarterly cash dividends in the amount of $0.30 per common share, for total dividends paid of $37.0 million.
The following table compares components of our consolidated statements of operations as a percentage of net sales:
| | | | | | | | | | | |
| 2022 | 2021 | 2020 |
Net sales | 100.0 | % | 100.0 | % | 100.0 | % |
Cost of sales (exclusive of depreciation expense shown separately below) | 65.0 | | 61.0 | | 59.7 | |
Gross margin | 35.0 | | 39.0 | | 40.3 | |
Selling and administrative expenses | 36.9 | | 32.8 | | 31.7 | |
Depreciation expense | 2.8 | | 2.3 | | 2.2 | |
Gain on sale of distribution centers | 0.0 | | 0.0 | | (7.5) | |
Operating (loss) profit | (4.8) | | 3.9 | | 13.8 | |
Interest expense | (0.4) | | (0.2) | | (0.2) | |
Other income (expense) | 0.0 | | 0.0 | | (0.0) | |
(Loss) income before income taxes | (5.1) | | 3.8 | | 13.6 | |
Income tax (benefit) expense | (1.3) | | 0.9 | | 3.5 | |
Net (loss) income | (3.9) | % | 2.9 | % | 10.1 | % |
See the discussion below under the caption “2022 Compared To 2021” for additional information regarding the specific components of our operating results. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K for the year ended January 29, 2022 for a comparison of our operating results for 2021 to our operating results for 2020, which was filed with the SEC on March 29, 2022.
In 2022, we recognized non-cash store asset impairments of $68.4 million related to underperforming stores in our chain, which included impairments of both operating lease right-of-use assets and property and equipment. The store asset impairment charges increased our operating loss by $68.4 million and decreased our diluted (loss) earnings per share by approximately $1.79 per share. In 2022, we also recognized a gain on sale of real estate and related expenses of $16.8 million related to the sale of twenty owned store locations and one unoccupied land parcel. The gain on sale of real estate and related expenses decreased our diluted (loss) earnings per share by approximately $0.44 per share. See Note 2, Note 4 and Note 9 to the accompanying consolidated financial statements for additional information on the store asset impairment charges and gain on sale of real estate and related expenses.
In 2021, we recognized non-cash store asset impairments of $5.0 million related to underperforming stores in our chain, which included impairments of both operating lease right-of-use assets and property and equipment. The store asset impairment charges decreased our operating profit by $5.0 million and decreased our diluted earnings per share by approximately $0.11 per share. See Note 2 and Note 9 to the accompanying consolidated financial statements for additional information on the store asset impairment charges.
In 2020, we recognized a gain on sale of distribution centers of $463.1 million related to the sale and leaseback of four distribution centers. Additionally, our selling and administrative expenses include $4.0 million of consulting and other costs associated with the sale and leaseback transactions. The combined gain on sale of distribution centers and associated consulting and other expenses increased our operating profit by $459.1 million and increased our diluted earnings per share by approximately $8.75 per share. See Note 9 to the accompanying consolidated financial statements for additional information on the sale and leaseback transactions.
Operating Strategy
In 2019, the Company completed a comprehensive review of its operating strategy. The outcome of the review was a multi-year plan for a strategic transformation, which we refer to as “Operation North Star.” While the core objectives of Operation North Star have remained the same, Operation North Star continues to evolve as our business progresses.
Operation North Star
Operation North Star has three primary objectives:
•Drive profitable long-term growth;
•Fund the journey; and
•Create long-term shareholder value.
Drive profitable long-term growth
The “drive profitable long-term growth” objective of Operation North Star is focused on growing our net sales, which includes:
•Growing store relevance by:
◦Opening approximately 18 new stores in 2023, with concentration in low density markets;
◦Developing a more compelling reason to shop across all stores by differentiating our assortment in high density markets versus low density markets; and
◦Evaluating the profitability of stores within our fleet to ensure healthy long-term growth.
•Increasing our sales productivity by:
◦Owning “Bargains and Treasures” to enhance the excitement of our product assortment;
◦Increasing gross margin, reducing expenses and making effective investment decisions; and
◦Communicating unmistakable comparable value to grow trust in our pricing and make shopping easier.
•Winning with e-commerce by:
◦Simplifying our online shopping experience to provide an easier and more pleasant experience;
◦Improving online customer satisfaction by utilizing customer feedback to make improvements; and
◦Growing site traffic through targeted marketing and brand growth.
Fund the journey
The “fund the journey” objective of Operation North Star is focused on implementing the following cost reduction initiatives to generate savings that we can invest in the growth areas of our business:
•Expanding our gross margin rate;
•Increasing store efficiency and productivity;
•Increasing organizational efficiency;
•Encouraging a culture of frugality; and
•Continuously analyzing our purchasing habits and vendor agreements to ensure we are maximizing our buying power and making cost-effective decisions.
Create long-term shareholder value
The “create long-term shareholder value” objective represents the culmination of our “drive profitable long-term growth” and “fund the journey” objectives. If we effectively execute the first two objectives of Operation North Star, we believe that we will deliver value to our shareholders through earnings growth over time.
Operation North Star Progress
In 2022, we successfully completed the following under our Operation North Star strategy:
•Implemented a new “Lots under $5” presentation initiative in the majority of our stores, providing incremental assortment at an attractive price point;
•Enhanced our shrink mitigation programs by adding cart locking systems and expanding security tagging;
•Achieved structural savings through various cost saving initiatives and implementation of organizational efficiencies;
•Launched a multi-year project to overhaul our order management system to enable future growth opportunities;
•Executed Project Refresh remodels in approximately 150 additional stores;
•Opened 56 new stores, many of which were in rural markets; and
•Enhanced our e-commerce supply chain with last mile carrier capabilities and an improved ship from store network.
Next Steps
In 2023, we plan to implement the following initiatives to achieve our Operation North Star goals:
•Own “Bargains and Treasures” by increasing bargain penetration to enhance the excitement of our product through closeouts, great deals, and fun, unique products;
•Communicate unmistakable value to our customer with clear comparable price ticketing;
•Leverage our brand identity as a value-add, trade-down destination;
•Grow store relevance by developing a more compelling reason to shop across all stores;
•Deliver a simple and more pleasant shopping experience leveraging our store fleet; and
•Drive productivity through margin growth, expense reduction, and effective investments.
Merchandising
We focus our merchandising strategy on (1) the bargain hunt, by seeking to deliver unmatched value in all of our merchandise categories through high quality closeouts on name brand items, affordable opening price points and low prices on our own brand assortment; (2) the treasure hunt, by seeking to surprise and delight our customers with a fresh, unique, quirky, trendy and seasonal product assortment; and (3) essentials, by seeking to offer a reliable assortment of simple to shop staple products that bring consistency to our product mix. We evaluate our product offerings to ensure we are providing quality and unmistakable value, and meeting our customer’s expectations. We believe that focusing on our customers’ expectations has improved our ability to provide a more relevant and desirable assortment of offerings in our merchandise categories.
We believe we can grow gross margin through our own brands, particularly the Broyhill® brand, an iconic brand that we acquired in 2018. We launched the Broyhill® brand of product offerings in late 2019 with initial product offerings in our Furniture, Seasonal, Soft Home, and Hard Home merchandise categories. We believe the Broyhill® assortment, which is available both in stores and online, strengthens our home assortment with a high-quality product offering at a value-based price that customers find attractive. Our Broyhill®- related net sales were approximately $680 million in 2022 compared to exceeding $700 million in 2021, consistent with the Company’s decrease in net sales in 2022. The closure of our largest supplier of Broyhill® products in the fourth quarter of 2022 also contributed to this decline. In 2023, we intend to focus on improving the availability and accessibility of Broyhill® merchandise by restoring our Broyhill® supply chain with new, more reliable vendors.
We believe our merchandising strategies for our Furniture, Seasonal, and Soft Home categories position us to provide “Bargains” and “Treasures” in our home product offerings:
•Our Furniture category primarily focuses on being a destination for our core customer’s home furnishing needs, such as upholstery, mattresses, case goods, and ready-to-assemble. In Furniture, we believe our competitive advantage is attributable to our sourcing relationships, in-store availability, delivery options, and everyday value offerings. A significant portion of our offering in this category consists of replenishable products sold under our own brands or sourced from recognized brand-name manufacturers. Within our own brands portfolio, the Broyhill® branded product offerings feature elevated quality and value, which continues to attract new furniture customers as well as provide existing customers with an incentive to step up to the higher-end offering. Our long-standing relationships with brand-name manufacturers, most notably in our mattresses and upholstery departments, allow us to work directly with the manufacturers to create product offerings exclusively for us, and provide a high-quality product at a competitive price. Additionally, we believe our “buy today, take home today” practice of carrying in-stock inventory of our core furniture offerings, which enables our customer to take home their purchase at the end of their shopping experience, positively differentiates us from our competition. As an omnichannel retailer, we also encourage our customer to shop and buy our products online anytime and anywhere, and we invite customers into our stores to touch and feel the quality and comfort of our products. Additionally, customers can have furniture delivered to their door same-day through PICKUP®, our national delivery partner. We believe that offering a focused assortment, which is displayed in furniture vignettes, provides customers a solution for decorating their home when combined with our home décor offerings. To supplement our merchandising and presentation strategies, we also provide multiple third-party financing options for our customers, including options for those who may be more challenged for approval in traditional credit channels. Our financing partners are solely responsible for the credit approval decisions and carry the financial risk.
•Our Seasonal category strengthens our home offerings with our patio furniture, gazebos, Christmas trim, and other holiday departments. We believe we have a competitive advantage in this category by offering trend-right products with a strong value proposition in our own brands. Our stores focus on displaying assembled seasonal product to showcase our quality and value, with boxed stock located nearby, so it is easy for our customers to purchase and take home. Much of this merchandise is sourced on an import basis, which allows us to maintain our competitive pricing. Additionally, our Seasonal category offers surprise and delight through a mix of departments and products that meet our customer’s outdoor experience and holiday decorating desires. We continually work with our vendors to expand the product assortment in our Seasonal category to respond to our customers’ evolving wants and needs.
•Our Soft Home category complements our Furniture and Seasonal categories in making our stores a destination for a broader range of home needs. Over the past several years, we have enhanced our assortment in Soft Home by allocating more selling space to the category to support a wider range of replenishable, fashion-based products. We have also grown our assortments of closeouts in Soft Home to bring unmistakable value and unique finds to our customers. We believe that we have a competitive advantage in Soft Home as a result of our trend-right, focused assortment with improved quality and perceived value, and our ability to furnish our customers' homes with décor that complements an in-store furniture purchase. We have worked to develop a “solutions” approach to complete a room through our cross-merchandising efforts, particularly color palette coordination, when combining our Soft Home
offerings with our Furniture and Seasonal categories. We believe that this approach helps our customers envision how the product can work in their homes and enhances our brand image.
We believe the Food, Consumables, Hard Home, and Apparel, Electronics, & Other categories offer convenience and value:
•Our Food and Consumables categories focus primarily on providing everyday essentials with a consistent and convenient assortment and unmistakable value through high quality closeouts and affordable opening price point offerings. We believe we possess a competitive advantage in the Food and Consumables categories based on our sourcing capabilities for closeout merchandise. Manufacturers and vendors have closeout merchandise for a variety of different reasons, including other retailers canceling orders or going out of business, production overruns, or marketing or packaging changes. We believe our vendor relationships, along with our size and financial strength, afford us the opportunity to consistently source and deliver high quality closeouts. In addition to our closeout business, we have focused on improving and expanding our brand name, “never out” product assortment to offer more consistency in those convenience areas where our customers desire consistently available everyday product offerings, such as over-the-counter medications. We believe that we have added top brands to our “never out” programs in Consumables and that our assortment and value proposition will continue to differentiate us in this highly competitive industry. In 2022, we continued to focus on providing surprise and delight by expanding our holiday Food and Consumables assortments.
•We believe that our Hard Home and Apparel, Electronics, & Other categories serve as convenient adjacencies to our other merchandise categories. Over the past several years, with the exception of apparel, we have intentionally narrowed our assortments in these categories and reallocated space from these categories to our home products categories. These categories focus on value, and savings in comparison to competitors, in areas such as food prep, table top, home maintenance, small appliances, and electronics.
Our merchandising management team is aligned with our merchandise categories, and their primary goal is to increase our total company comparable sales (“comp” or “comps”), which includes stores open at least fifteen months, plus our e-commerce operations. Our review of the performance of the members of our merchandise management team focuses on comps by merchandise category, as we believe it is the key metric that will drive our long-term net sales. By focusing on strengthening our home product and furniture offerings, and managing our convenience categories, we believe our merchandise management team can effectively address the changing shopping behaviors of our customers. We believe continuously evaluating our assortment within each merchandise category will lead to long-term comp growth.
Marketing
Shopping Experience
One of the core objectives of Operation North Star is to drive our merchandising innovation pipeline by responsibly investing in store presentation initiatives that create an easy shopping experience for our customers.
We have implemented a presentation solution called “The Lot” in nearly all of our stores over the past two years. We designed The Lot to display items from various merchandise categories placed in vignettes to promote life’s occasions, such as Fall tailgating. The Lot offers a treasure hunt by surprising and delighting our customers with the breadth and value of products that we offer in one convenient experience. The continually rotating product assortment offered by The Lot provides us with a unique testing ground for new products at varying price points that we have not historically offered.
We have also implemented a streamlined checkout experience in nearly all of our stores called the “Queue Line,” which features a reconfigured checkout design. The Queue Line both enhances the customer experience and builds a bigger basket as our customers walk by new and expanded convenience offerings as they check out. The Queue Line’s smaller overall footprint compared to our previous checkout configuration also creates additional selling space for our Furniture merchandise category.
In 2022, we introduced a supplement to The Lot and Queue Line called “Lots Under $5,” which sits in the front of our stores and is comprised of items priced less than $5 each that we believe appeal to our bargain hunt and treasure hunt shoppers.
In 2021, we launched a project called Project Refresh, which was intended to make cosmetic improvements to older stores in our fleet and align branding across our stores. The investment for a Project Refresh remodel was less than $150,000 per store and includes updated exterior signage, vestibules, flooring, bathrooms, interior wall graphics, and paint. We completed
approximately 50 Project Refresh remodels in 2021 in a successful test and we completed an additional 150 stores under Project Refresh in 2022. We paused further Project Refresh remodels during 2022 to conserve cash and focus our investment on the highest return initiatives. When macroeconomic conditions improve, we expect to reevaluate resuming Project Refresh remodels.
In addition to our efforts to improve our in-store shopping experience, Operation North Star focuses on improving our e-commerce shopping experience and growing e-commerce net sales by removing barriers, providing an easier and more pleasant experience, and expanding the items available for purchase online. Over the last few years, we have increased our “extended aisle” assortments on our e-commerce platform, which offer additional fabric and color options on products in our Furniture and Seasonal categories, including items only available online. In 2019, we launched our buy online, pick up in store (“BOPIS”) program nationwide, which has nearly doubled our merchandise offerings available online. Following the launch of our BOPIS program, we launched curbside pickup to supplement our BOPIS service, reduced shipping times by expanding our distribution network to include ship-from-store capabilities at 65 stores around the country, and introduced same-day delivery of all items available in our stores through our partnerships with Instacart® and PICKUP®. In 2021, we launched new payment types on our website including Apple Pay, Google Pay, PayPal, and “Pay in 4”. In 2022, we further enhanced our e-commerce shopping experience by removing friction at checkout, enhancing personalization with product recommendations, expanding our online product assortment, accelerating our use of supplier direct fulfillment, and by partnering with Shipt and Door Dash to add new fulfillment options for our customers.
Lastly, we continue to offer a private label credit card and our Easy Leasing lease-to-own solutions for customer financing, as well as protection plans on merchandise across stores and online. Our private label credit card provides access to revolving credit, through a third party, for use on both larger ticket items and daily purchases. Our Easy Leasing lease-to-own program provides a single use opportunity for access to third-party financing. Our protection plan program provides a method for obtaining multi-year warranty coverage for furniture, seasonal, mattresses, small appliances, large area rugs, and electronics purchased in-store or online.
Real Estate
Real estate development is a key component of our Operation North Star strategy, which includes our objective of capitalizing on our strengths in rural and small-town markets and maintaining a prudent approach to store openings and closures in the near term. The following table compares the number of our stores in operation at the end of each of the last five fiscal years, and the associated square footage:
| | | | | | | | | | | | | | | | | |
(In thousands, except store counts and average store size) | 2022 | 2021 | 2020 | 2019 | 2018 |
Stores open at end of the fiscal year | 1,425 | | 1,431 | | 1,408 | | 1,404 | | 1,401 | |
Total gross square footage | 47,470 | | 47,120 | | 46,008 | | 45,453 | | 44,500 | |
Total selling square footage | 32,897 | | 32,736 | | 32,016 | | 31,705 | | 31,217 | |
Average store size - selling square feet | 23,086 | | 22,876 | | 22,739 | | 22,582 | | 22,282 | |
In 2022, we decreased our net store count by six stores, which included the sale of 20 owned store locations. Although our store count decreased year-over-year, the average size of stores that we have opened or relocated over the past several years exceeds our averages in prior years. As a result, our overall average selling square footage has increased. In 2023, we expect to open approximately 18 new stores. Looking beyond 2023, we anticipate a return to growth in our net new store count and focusing store growth within rural and small-town markets. Our real estate team has identified more than 500 markets across the U.S. where we believe we can successfully open stores. When we believe macroeconomic conditions and our financial position are conducive to store growth, we plan to actively pursue those locations with the goal of significantly increasing our net sales and operating profit. Our new store selection process includes a thorough review of proforma estimated results prior to entering a lease to help ensure the economic quality of our store openings, as well as a post-opening review that we use to improve our proforma development.
Although we strategically close stores when our analyses indicate we are unable to continue operating profitable locations, we actively work toward reducing our store closures. To reduce store closures, we have implemented a store intervention program over the last two years that assesses underperforming stores. The store intervention program reviews various store performance metrics to identify underperforming stores for review, develops action plans for improvement, and then works with various business leaders and teams to implement the action plans. Action plans most often include changes in merchandising, marketing, staffing, and training, but can also include working with landlords and/or local officials to renegotiate rents or improve conditions surrounding the store, such as ingress/egress issues that have materialized since the store opened.
As discussed in “Item 2. Properties,” of this Form 10-K, we have 210 store leases that will expire in 2023, 162 of which have renewal options. The balance of our 2023 closings will result from a lack of renewal options or from our belief that a location’s sales and operating profit volume are not strong enough to warrant additional investment in the location. As part of our evaluation of potential store closings, we consider our ability to transfer sales from a closing store to other nearby locations and generate a better overall financial result for the geographic market.
2022 COMPARED TO 2021
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 comps in 2022 compared to 2021 were as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(In thousands) | 2022 | | 2021 | | Change | | Comps |
Furniture | $ | 1,279,346 | | 23.4 | % | | $ | 1,684,393 | | 27.4 | % | | $ | (405,047) | | (24.0) | % | | (26.0) | % |
Seasonal | 961,446 | | 17.6 | | | 954,165 | | 15.5 | | | 7,281 | | 0.8 | | | (0.9) | |
Food | 736,120 | | 13.5 | | | 746,415 | | 12.1 | | | (10,295) | | (1.4) | | | (2.5) | |
Soft Home | 677,633 | | 12.4 | | | 822,559 | | 13.4 | | | (144,926) | | (17.6) | | | (19.3) | |
Consumables | 629,161 | | 11.5 | | | 665,732 | | 10.8 | | | (36,571) | | (5.5) | | | (6.8) | |
Hard Home | 594,343 | | 10.9 | | | 675,041 | | 11.0 | | | (80,698) | | (12.0) | | | (13.4) | |
Apparel, Electronics, & Other | 590,280 | | 10.7 | | | 602,298 | | 9.8 | | | (12,018) | | (2.0) | | | (5.2) | |
Net sales | $ | 5,468,329 | | 100.0 | % | | $ | 6,150,603 | | 100.0 | % | | $ | (682,274) | | (11.1) | % | | (12.9) | % |
We periodically assess and make minor adjustments to our product hierarchy, which can impact the roll-up of our merchandise categories. See the reclassifications discussion in Note 1 to the accompanying consolidated financial statements for additional information.
Net sales decreased $682.3 million, or 11.1%, to $5,468.3 million in 2022, compared to $6,150.6 million in 2021. The decrease in net sales was primarily driven by an overall comp decrease of 12.9%, which decreased net sales by $766.6 million, partially offset by an $84.3 million increase in net sales from our non-comparable stores. While our net store count decreased compared to 2021, we experienced increased net sales in our new and relocated stores compared to our closed stores. Our comps are calculated based on the results of all stores that were open at least fifteen months, plus our e-commerce net sales.
Our decreased comps and net sales in 2022 were significantly impacted by the absence of government sponsored relief packages that were present in 2021, which included government stimulus payments and enhanced unemployment benefits. Additionally, we experienced decreased demand in 2022 as a result of general economic pressures on our customers caused by inflation, which we believe significantly impacted the discretionary spending of our customers.
In 2022, we experienced decreased comps and net sales in all of our merchandise categories except our Seasonal category, which experienced decreased comps, but a modest increase in net sales. Our home products categories - Furniture, Soft Home and Hard Home - were most impacted, as purchases from these categories are generally more discretionary in nature. We believe an inflationary environment and absence of government sponsored relief packages significantly reduced our customer's discretionary spending, which then led to the decreased net sales and comps in our home products categories. Additionally, in the fourth quarter of 2022, UFI, our largest Furniture vendor, unexpectedly and without notice to us closed and immediately stopped shipping product. While we took steps to mitigate the unexpected removal of UFI from our supplier network during the fourth quarter of 2022, gaps in our Furniture assortment due to the UFI closure adversely impacted our Furniture net sales and comps in the latter part of 2022, particularly in our Broyhill® products. We expect assortment gaps related to the UFI closure to persist in the first half of 2023 and be fully mitigated by the end of the second quarter of 2023.
To improve our home product net sales, we will continue to introduce more closeout offerings in these categories and lower our opening price points as we execute our “Bargains, Treasures, and Essentials” merchandising strategy, which we expect to change our merchandise mix to one-third Bargains (largely synonymous with closeouts), one-third Treasures (fun and unique items), and one-third Essentials (staple product offerings that bring consistency to our mix of products). In order to expand our lower entry-level price points, we expect more price point mix adjustments within these categories throughout 2023 and beyond. We will 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.
Our Food category performed marginally better than our home products categories in 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 modest increase in net sales within our Seasonal category in 2022 was driven by our second and third quarter sales in the lawn & garden and Halloween departments, which benefited from promotional selling activity and increased inventory levels entering their respective selling seasons. The lawn & garden department sales particularly benefited from increased inventory levels in early 2022 and category-specific promotional activity as we aggressively discounted our lawn & garden assortments to be competitive in the current market and reduce our inventory levels. Net sales and comps in our Christmas department decreased due to a winter storm that adversely impacted the week of Christmas.
Gross Margin
Gross margin dollars decreased $483.5 million, or 20.2%, to $1,913.5 million in 2022, compared to $2,397.0 million in 2021. The decrease in gross margin dollars was primarily due to a decrease in net sales, which decreased gross margin dollars by $265.9 million, and a decrease in gross margin rate, which decreased gross margin dollars by $217.6 million. Gross margin as a percentage of net sales decreased approximately 400 basis points to 35.0% in 2022 compared to 39.0% in 2021. The gross margin rate decrease was primarily due to higher markdowns and higher inbound freight costs, partially offset by a higher initial markup compared to 2021. The higher markdowns were driven by increased promotions in 2022 compared to 2021, as we aggressively discounted Seasonal and other products to drive net sales and reduce inventory levels 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 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 $2,020.1 million in 2022, compared to $2,014.7 million in 2021. The increase of $5.4 million, or 0.3%, was primarily attributable to increases in store asset impairment charges of $63.4 million, and distribution and transportation costs of $21.4 million, partially offset by decreases in accrued bonus expense of $27.4 million, share-based compensation expense of $24.8 million, self-insurance expense of $16.1 million, and a gain on sale of real estate and related expenses of $18.6 million (see Note 9 to the accompanying consolidated financial statements for more information regarding the gain on sale of real estate and related expenses). The non-cash store asset impairment charges (see Note 2 to the accompanying consolidated financial statements) 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 our four forward distribution centers, two of which were opened in third quarter of 2021 and two of which were opened in 2022, partially offset by lower outbound and inbound carton volumes. The decrease in accrued bonus expense was due to lower operating performance in 2022 relative to our annual operating plans as compared to 2021. Our share-based compensation expense decreased primarily due to the absence of 2019 performance share units (“PSUs”) (for which the grant date was established in the first quarter of 2021), which carried a higher grant date fair value and represented substantially more awards than the 2022 relative total shareholder return PSUs (“TSR PSUs”). Our share-based compensation expense also decreased due to forfeitures resulting from executive departures in 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 2022 compared to 2021.
As a percentage of net sales, selling and administrative expenses increased by 410 basis points to 36.9% in 2022 compared to 32.8% in 2021.
Depreciation Expense
Depreciation expense increased $12.3 million to $154.9 million in 2022 compared to $142.6 million in 2021. The increase was primarily driven by investments in our strategic initiatives, new stores, supply chain improvements in the last 12 months, and $1.7 million of accelerated depreciation due to the anticipated disposal of fixtures and equipment related to the closure and sale of owned store properties (see Note 9 to the accompanying consolidated financial statements for more information regarding the gain on sale of real estate and related expenses).
Depreciation expense as a percentage of net sales increased by 50 basis points compared to 2021.
Operating (Loss) Profit
Operating loss was $261.5 million in 2022 compared to operating profit of $239.8 million in 2021. The decrease in operating profit was primarily driven by the items discussed in the “Net Sales,” “Gross Margin,” “Selling and Administrative Expenses,” and “Depreciation Expense” sections above. In summary, the decrease in operating (loss) profit was driven by the decrease in net sales and gross margin rate, and the increases in selling and administrative expenses and depreciation expense.
Interest Expense
Interest expense increased $11.0 million, to $20.3 million in 2022 compared to $9.3 million in 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 $421.3 million in 2022 compared to $148.5 million in 2021. The increase in total average borrowings was driven by increased borrowings under our credit agreements throughout 2022 compared to the average balance on our term note agreement, which was fully repaid in the second quarter of 2021, and average borrowings under our credit agreements in 2021.
Other Income (Expense)
Other income (expense) was $1.4 million in 2022, compared to $1.3 million in 2021. The change was primarily driven by the absence of loss on debt extinguishment of $0.5 million, recognized in 2021, related to the prepayment of the term note secured by equipment at our California distribution center, partly offset by gains on our diesel fuel derivatives in 2022.
Income Taxes
Our effective income tax rate in 2022 and 2021 was 24.9% and 23.3%, respectively. The increase in the effective income tax rate was primarily attributable to a net deficiency associated with vesting of share-based payment awards in 2022 compared to a net benefit in 2021, increased audit settlements and the effect of employment related tax credits, partially offset by lower non-deductible executive compensation. Additionally, the increase in the effective income tax rate was impacted by the loss before income taxes in 2022 compared to the income before income taxes in 2021.
Known Trends
In 2022, the U.S. economy experienced its highest inflationary period in decades, 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 by our customers through at least the first two quarters of 2023.
Capital Resources and Liquidity
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 termination of the 2021 Credit Agreement.
Revolving loans under the 2022 Credit Agreement are available in an aggregate amount equal to the lesser of (1) the aggregate Commitments and (2) a borrowing base consisting of eligible credit card receivables and eligible inventory (including in-transit inventory), subject to customary exceptions and reserves. Under the 2022 Credit Agreement, we may obtain additional Commitments on no more than five occasions in an aggregate amount of up to $300 million, subject to agreement by the lenders to increase their respective Commitments and certain other conditions. The 2022 Credit Agreement includes a swing loan sublimit of 10% of the then applicable aggregate Commitments and a $90 million letter of credit sublimit. Loans made under the 2022 Credit Agreement may be prepaid without penalty. Borrowings under the 2022 Credit Agreement are available for general corporate purposes, working capital and to repay certain of our indebtedness. 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 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 (as defined below). 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 January 28, 2023, we were in compliance with the covenants of the 2022 Credit Agreement.
On March 15, 2023, the Company, Bankers Commercial Corporation (“Lessor”), the rent assignees parties thereto (“Rent Assignees” and, together with Lessor, “Participants”), MUFG Bank, Ltd., as collateral agent for the Rent Assignees (in such capacity, “Collateral Agent”), and MUFG Bank, Ltd., as administrative agent for the Participants, entered into a Participation Agreement (the “Participation Agreement”), pursuant to which the Participants funded $100 million to Wachovia Service Corporation (“Prior Lessor”) to finance Lessor’s purchase of the land and building related to our Apple Valley, CA distribution center (“Leased Property”) from the Prior Lessor.
Also on March 15, 2023, we entered into a Lease Agreement and supplement to the Lease Agreement (collectively, the “Lease” and together with the Participation Agreement and related agreements, the “2023 Synthetic Lease”) pursuant to which the Lessor will lease the Leased Property to the Company for an initial term of 60 months. The Lease may be extended for up to an additional five years, in one-year or longer annual periods, with each renewal subject to approval by the Participants. The 2023 Synthetic Lease requires the Company to pay basic rent on the scheduled payment dates in arrears in an amount equal to (a) a per annum rate equal to Term SOFR for the applicable payment period plus a 10 basis point spread adjustment plus an applicable margin equal to 250 basis points multiplied by (b) the portion of the lease balance not constituting the investment by Lessor in the Leased Property. In addition to basic rent, the Company must pay all costs and expenses associated with the use or occupancy of the Leased Property, including without limitation, maintenance, insurance and certain indemnity payments. The Company will also be responsible for break-funding costs, annual lease administration fees and increased costs. The 2023 Synthetic Lease is expected to be an operating lease.
Concurrently with Lessor’s purchase of the Lease 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”), was terminated effective on March 15, 2023. In connection with the termination of the Prior Synthetic Lease, the Company paid approximately $53.4 million of the outstanding lease balance to Prior Lessor as an in-substance residual value guarantee 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 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.
As of January 28, 2023, we had a Borrowing Base (as defined under the 2022 Credit Agreement) of $710.3 million under the 2022 Credit Agreement. At January 28, 2023, we had $301.4 million in borrowings outstanding under the 2022 Credit Agreement and $32.0 million committed to outstanding letters of credit, leaving $376.9 million available under the 2022 Credit Agreement, subject to certain borrowing base limitations as discussed above.
In the fourth quarter of 2022, the Company sold 20 owned store locations and an unoccupied parcel of land in an effort to monetize underperforming assets for net proceeds on the sale of $47.8 million (see Note 9 to the accompanying consolidated financial statements for additional information).
The primary source of our liquidity is cash flows from operations and borrowings under our credit facility, as necessary. Our net income (loss) and, consequently, our cash provided by (used in) operations are impacted by net sales volume, seasonal sales patterns, and operating profit (loss) margins. Our cash provided by operations typically peaks in the fourth quarter of each fiscal year due to net sales generated during the holiday selling season. Generally, our working capital requirements peak late in our third fiscal quarter or early in our fourth fiscal quarter as we build our inventory levels prior to the holiday selling season. We have historically funded those requirements with cash provided by operations and borrowings under our credit facility. We expect to periodically borrow under the 2022 Credit Agreement during 2023 to fund our cash requirements. The Company is also exploring other asset monetization opportunities with its remaining owned real estate properties to generate additional liquidity.
Our cash requirements include among other things, capital expenditures, working capital needs, interest payments, and other
contractual commitments.
At January 28, 2023 our material cash requirements, which are comprised of written purchase orders, cancellable and noncancellable contractual commitments, and other obligations, were $1,224.9 million for the upcoming fiscal year and $3,853.7 million in total. Excluding operating lease and finance lease obligations disclosed in the Note 4 to the accompanying consolidated financial statements, our material cash requirements at January 28, 2023 were $888.9 million for the upcoming fiscal year and $1,666.8 million in total. The material cash requirements disclosed above include merchandise purchase orders of $552.0 million. The cancellable and noncancellable contractual commitments include purchase commitments related to distribution and transportation, information technology, advertising, energy procurement, and store security, supply, and maintenance commitments. At January 28, 2023, our noncancellable commitments were immaterial.
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. During 2022, we did not purchase any shares under the 2021 Repurchase Authorization. As of January 28, 2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.
Common shares acquired through share repurchase authorizations are available to meet obligations under our equity compensation plans and for general corporate purposes.
In 2022, we declared and paid four quarterly cash dividends of $0.30 per common share for a total paid amount of $37.0 million. While the per-share cash dividends declared and paid in 2022 were consistent with the per-share cash dividends declared and paid in 2021, dividends declared decreased $5.1 million and dividends paid decreased $4.7 million to $36.4 million and $37.0 million, respectively, in 2022. The decrease in both was driven by a lower number of common shares outstanding as a result of our share repurchases in prior years.
On February 28, 2023, our Board declared a quarterly cash dividend of $0.30 per common share payable on March 31, 2023 to shareholders of record as of the close of business on March 17, 2023.
The following table compares the primary components of our cash flows from 2022 to 2021:
| | | | | | | | | | | | | | | | | |
(In thousands) | 2022 | | 2021 | | Change |
Net cash (used in) provided by operating activities | $ | (144,286) | | | $ | 193,762 | | | $ | (338,048) | |
Net cash used in investing activities | (108,940) | | | (159,686) | | | 50,746 | |
Net cash provided by (used in) financing activities | $ | 244,234 | | | $ | (539,910) | | | $ | 784,144 | |
Cash (used in) provided by operating activities decreased by $338.0 million to cash used in operating activities of $144.3 million in 2022 compared to cash provided by operating activities of $193.8 million in 2021. The decrease was primarily due to the decrease in net (loss) income after adjusting for non-cash activities such as non-cash impairment charge, non-cash share-based compensation expense, and non-cash lease expense, and gain on disposition of equipment and property. Partially offsetting this decrease was an increase in the change in current income taxes, which was driven by the loss before income taxes in 2022 compared to income before income taxes in 2021, and net cash inflows from inventories and accounts payable, which was primarily driven by the decreased inventory levels.
Cash used in investing activities decreased $50.7 million to $108.9 million in 2022 compared to $159.7 million in 2021. The decrease was driven by the increase in cash proceeds from sale of property and equipment, due to the sale of twenty owned store locations and one unoccupied land parcel in the fourth quarter of 2022 (see Note 9 to the accompanying consolidated financial statements for additional information).
Cash provided by (used in) financing activities increased by $784.1 million to cash provided by financing activities of $244.2 million in 2022 compared to cash used in financing activities of $539.9 million in 2021. The increase was driven by a decrease in payment for treasury shares acquired and an increase in net proceeds from long-term debt due to borrowings under our credit agreements to fund working capital requirements. The decrease in payment for treasury shares acquired was driven by the repurchase of a total of $417.7 million of our common shares under share repurchase authorizations during 2021 compared to no shares repurchased in 2022 under share repurchase authorizations.
Based on historical and expected financial results, we believe that we have or, if necessary, have the ability to obtain, adequate resources to fund our cash requirements, including ongoing and seasonal working capital requirements, proposed capital expenditures, new projects, and currently maturing obligations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“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. The use of estimates, judgments, and assumptions creates a level of uncertainty with respect to reported or disclosed amounts in our consolidated financial statements or accompanying notes. On an ongoing basis, management evaluates its estimates, judgments, and assumptions, including those that management considers critical to the accurate presentation and disclosure of our consolidated financial statements and accompanying notes. Management bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that management believes are reasonable under the circumstances. Because of the inherent uncertainty in using estimates, judgments, and assumptions, actual results may differ from these estimates.
Our significant accounting policies, including the recently adopted accounting standards and recent accounting standards - future adoptions, if any, are described in Note 1 to the accompanying consolidated financial statements. We believe the following estimates, assumptions, and judgments are the most critical to understanding and evaluating our reported financial results. Management has reviewed these critical accounting estimates and related disclosures with the Audit Committee of our Board of Directors.
Merchandise Inventories
Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. Market is determined based on the estimated net realizable value, which generally is the merchandise selling price at or near the end of the reporting period. The average cost retail inventory method requires management to make judgments and contains estimates, such as the amount and timing of markdowns to clear slow-moving inventory and the allowance for shrinkage, which may impact the ending inventory valuation and current or future gross margin. These estimates are based on historical experience and current information.
When management determines the salability of merchandise inventories is diminished, markdowns for clearance activity and the related cost impact are recorded at the time the price change decision is made. Factors considered in the determination of markdowns include current and anticipated demand, customer preferences, the age of merchandise, and seasonal trends. Timing of holidays within fiscal periods, weather, and customer preferences could cause material changes in the amount and timing of markdowns from year to year.
The allowance for shrinkage is recorded as a reduction to inventories, charged to cost of sales, and calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period. Such estimates are based on both our current year and historical inventory results. Physical inventory counts are typically taken at each store once per year. During calendar 2022, we primarily relied on third-party services to perform physical inventory counts, but began testing counts performed by our own associates under supervision by field leadership. During calendar 2023, we expect the majority of physical inventory counts will be performed by our own associates with a limited number of counts performed by third-party services in small markets with a limited number of associates available for counting. During calendar 2022, the majority of physical counts occurred between January and July. During calendar 2023, we expect the majority of physical counts to occur between January and June. As physical inventories are completed, actual results are recorded and new go-forward allowance for shrinkage rates are established based on historical results at the individual store level. Thus, the allowance for shrinkage rates is adjusted throughout the January to June inventory cycle based on actual results. The allowance for shrinkage at January 28, 2023 and January 29, 2022 was $40.9 million and $53.7 million, respectively. The decrease of $12.8 million was driven by lower aggregate sales since the last physical inventory for each store and a lower estimated shrinkage rate for 2022 compared to 2021. At January 28, 2023, a 10% difference in our shrink accrual would have affected gross margin, operating (loss) profit and (loss) income before income taxes by approximately $4.1 million. While it is not possible to quantify the impact from each cause of shrinkage, we have asset protection programs and policies aimed at minimizing shrinkage.
Store Level Long-Lived Assets
Our store level 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 the 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, 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.
Insurance and Insurance-Related Reserves
We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is funded by employees. We purchase stop-loss coverage from third party insurance carriers to limit individual or aggregate loss exposures in these areas. Accrued insurance liabilities and related expenses are based on actual claims reported and estimates of claims incurred but not reported. The estimated loss accruals for claims incurred but not paid are determined by applying actuarially-based calculations taking into account historical claims payment results and known trends such as claims frequency and claims severity. Management makes estimates, judgments, and assumptions with respect to the use of these actuarially-based calculations, including but not limited to, estimated health care cost trends, estimated lag time to report and pay claims, average cost per claim, network utilization rates, network discount rates, and other factors. Our insurance and insurance-related reserves at January 28, 2023 and January 29, 2022 were $94.5 million and $99.3 million, respectively. The decrease of $4.8 million was driven by both workers' compensation and general liability reserves due to decreases in incurred development within the year, which also resulted in a decrease to our case reserve for self-insured matters that exceeded stop-loss thresholds, for which we carry an equal receivable from our stop-loss insurers. A 10% change in our self-insured liabilities at January 28, 2023 would have affected selling and administrative expenses, operating (loss) profit, and income (loss) before income taxes by approximately $7.9 million.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Big Lots, Inc.
Opinion on Internal Control over Financial Reporting
We have audited the internal control over financial reporting of Big Lots, Inc. and subsidiaries (the “Company”) as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended January 28, 2023, of the Company and our report dated March 28, 2023, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 28, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and the Board of Directors of Big Lots, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Big Lots, Inc. and subsidiaries (the “Company”) as of January 28, 2023 and January 29, 2022, the related consolidated statements of operations and comprehensive income, shareholders' equity, and cash flows, for each of the three years in the period ended January 28, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of January 28, 2023 and January 29, 2022, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2023, in conformity with accounting principles generally accepted in the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 28, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 28, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Measurement of Inventory Valuation Reserves - Refer to Note 1 to the financial statements
Critical Audit Matter Description
Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. The average cost retail inventory method requires management to make judgments and contains estimates, including the amount and timing of markdowns to clear slow-moving inventory and an estimated allowance for shrinkage, which may impact ending inventory valuation. The balance of ending inventory was $1,148.0 million at January 28, 2023.
When management determines the salability of merchandise inventories is diminished, markdowns for clearance activity and the related cost impact are recorded at the time the price change decision is made. Factors considered in the determination of markdowns include current and anticipated demand, and customer preferences.
The inventory allowance for shrinkage is recorded as a reduction to inventories, charged to cost of sales, and calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period.
Given the significant estimates and assumptions management utilizes to quantify inventory reserves which include markdowns and the allowance for shrinkage, a high degree of auditor judgment and an increased extent of effort is required when performing audit procedures to evaluate the methodology and reasonableness of the estimates and assumptions. For markdowns, such estimates are based on the timing and completeness of recorded markdowns. For the allowance for shrinkage, such estimates are based on a combination of historical shrinkage experience and current year physical inventory results.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the measurement of the valuation of inventory reserves included the following, among others:
•We tested the effectiveness of controls over the completeness and measurement of inventory reserves.
•We evaluated the methods and assumptions used by management to estimate markdowns by:
◦Evaluating management’s estimate for markdowns by reviewing management’s approved permanent markdowns at year end and comparing markdowns recorded after period end to the markdowns reserve at year end.
◦Performing an analysis comparing monthly markdown expense and the markdown reserve to historical results.
◦Comparing inventory sell through for the first period subsequent to year end to historical sell through results to evaluate the salability of merchandise inventories at year end.
•We evaluated the methods and assumptions used by management to estimate the allowance for shrinkage by:
◦Attending a selection of store physical inventories and recalculating the shrink for locations using the results of the store physical inventory counts observed.
◦Performing an analysis comparing the methodology and inputs used by management to historical results and trends in the prior years and current year.
◦Comparing management’s prior-year assumptions of expected shrink activity to actual activity incurred during the current year to evaluate the appropriateness of the shrinkage inventory allowance.
Measurement of Insurance Valuation Reserves - Refer to Notes 1 and 8 to the financial statements
Critical Audit Matter Description
The Company is self-insured for certain losses relating to general liability and workers’ compensation. Accrued insurance liabilities, $94.5 million at January 28, 2023, are based on actual claims reported and estimates of claims incurred but not reported. The estimated loss accruals for claims incurred but not paid are determined by applying actuarially-based calculations taking into account historical claims payment results and known trends such as claims frequency and claims severity.
Given the significant estimates and assumptions in determination of the selected actuarial models management utilizes to quantify insurance reserves, a high degree of auditor judgment and increased extent of effort is required, including the need to involve our actuarial specialists, when performing audit procedures to evaluate whether insurance reserves were appropriately valued.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the general liability and workers’ compensation self-insurance reserves included the following, among others:
•We tested the effectiveness of controls related to general liability and workers’ compensation self-insurance reserves.
•We evaluated the methods and assumptions used by management to estimate the self-insurance reserves by:
◦Testing the underlying data that served as the basis of the actuarial analysis, including historical claims, to test that the inputs to the actuarial estimate were reasonable.
◦Comparing management’s prior-year assumptions of expected loss to actuals incurred during the current year to evaluate the appropriateness of assumptions used to determine the insurance reserves.
•With the assistance of our actuarial specialists, we developed independent estimates of the insurance reserves, including loss and industry claim development factors, and compared our estimates to management’s estimates. Further, the actuarial specialists:
◦Assessed the actuarial models used by the Company for consistency with the generally accepted actuarial standards;
◦Evaluated the Company’s ability to estimate the insurance liabilities by comparing its historical estimates with actual loss payments;
◦Evaluated the key assumptions underlying the Company’s actuarial estimates used to determine the insurance reserves.
Identification of Indicators of Impairment for Store Level Long-Lived Assets - Refer to Notes 1, 2 and 4 to the financial statements
Critical Audit Matter Description
Management assesses impairment of long-lived assets within each store level asset group, primarily property and equipment – net and operating lease right-of-use assets, whenever events or changes in circumstances indicate that the carrying amount of each asset group may not be recoverable. The Company has long-lived assets which include consolidated property and equipment – net of $691.1 million and consolidated operating lease right-of-use assets of $1,619.8 million as of January 28, 2023, of which a significant portion of such balances relate to store level long-lived assets. Some stores may generate negative cash flow or experience other events that indicate the carrying value of their long-lived assets may not be recoverable, indicating a risk that their long-lived assets might be impaired. This requires management to consider historic profitability among other store specific factors when evaluating its stores for impairment to determine whether an impairment triggering event has occurred. For the year ended January 28, 2023, the Company recognized aggregate asset impairment charges of $68.4 million related to store level long-lived assets.
Given the significant judgments management utilizes in identifying whether events or changes in circumstances indicate that store level long-lived asset carrying amounts may not be recoverable, a high degree of auditor judgment and an increased extent of effort is required. The identification of changes in the manner of management’s use of assets, the identification of negative industry or economic trends, or the identification of unusual current-period operating losses or cash flow losses involve substantial management judgment, as those assessments could have a significant impact on management’s identification of an impairment triggering event.
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s identification of triggering events for impairment of store level long-lived assets included the following, among others:
•We tested the effectiveness of internal controls related to the identification of triggering events.
•We evaluated the methods and assumptions used by management to identify triggering events by:
◦Inspecting the Company’s triggering event analysis to determine if contrary evidence existed as to the completeness of the population of potentially impaired stores.
◦Evaluating the methodology of identifying store level factors to be considered in the triggering event analysis by:
▪Analyzing the duration of cash flows used to assess store profitability;
▪Evaluating the allocation of long-lived assets to individual asset groups, as well as the identification of store level cash flows attributable to each asset group;
▪Comparing individual store level current and historical operating results to the general ledger, to assess the reliability of information used;
▪Reading board of director meeting minutes, while considering available industry information and macroeconomic trends.
/s/ DELOITTE & TOUCHE LLP
Columbus, Ohio
March 28, 2023
We have served as the Company’s auditor since 1989.
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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Operations and Comprehensive Income (In thousands, except per share amounts) |
| | | | | | | | | | | |
| 2022 | 2021 | 2020 |
Net sales | $ | 5,468,329 | | $ | 6,150,603 | | $ | 6,199,186 | |
Cost of sales (exclusive of depreciation expense shown separately below) | 3,554,826 | | 3,753,596 | | 3,701,800 | |
Gross margin | 1,913,503 | | 2,397,007 | | 2,497,386 | |
Selling and administrative expenses | 2,020,144 | | 2,014,682 | | 1,965,555 | |
Depreciation expense | 154,859 | | 142,572 | | 138,336 | |
Gain on sale of distribution centers | — | | — | | (463,053) | |
Operating (loss) profit | (261,500) | | 239,753 | | 856,548 | |
Interest expense | (20,280) | | (9,281) | | (11,031) | |
Other income (expense) | 1,363 | | 1,339 | | (911) | |
(Loss) income before income taxes | (280,417) | | 231,811 | | 844,606 | |
Income tax (benefit) expense | (69,709) | | 54,033 | | 215,415 | |
Net (loss) income and comprehensive (loss) income | $ | (210,708) | | $ | 177,778 | | $ | 629,191 | |
| | | |
Earnings (loss) per common share: | | | |
Basic | $ | (7.30) | | $ | 5.43 | | $ | 16.46 | |
Diluted | $ | (7.30) | | $ | 5.33 | | $ | 16.11 | |
| | | |
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except par value) |
| | | | | | | | | | | |
| January 28, 2023 | | January 29, 2022 |
ASSETS | | | |
Current assets: | | | |
Cash and cash equivalents | $ | 44,730 | | | $ | 53,722 | |
Inventories | 1,147,949 | | | 1,237,797 | |
Other current assets | 92,635 | | | 119,449 | |
Total current assets | 1,285,314 | | | 1,410,968 | |
Operating lease right-of-use assets | 1,619,756 | | | 1,731,995 | |
Property and equipment - net | 691,111 | | | 735,826 | |
Deferred income taxes | 56,301 | | | 10,973 | |
Other assets | 38,449 | | | 37,491 | |
Total assets | $ | 3,690,931 | | | $ | 3,927,253 | |
| | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
Current liabilities: | | | |
Accounts payable | $ | 421,680 | | | $ | 587,496 | |
Current operating lease liabilities | 252,320 | | | 242,275 | |
Property, payroll, and other taxes | 71,274 | | | 90,728 | |
Accrued operating expenses | 111,752 | | | 120,684 | |
Insurance reserves | 35,871 | | | 36,748 | |
Accrued salaries and wages | 26,112 | | | 45,762 | |
Income taxes payable | 845 | | | 894 | |
Total current liabilities | 919,854 | | | 1,124,587 | |
Long-term debt | 301,400 | | | 3,500 | |
Noncurrent operating lease liabilities | 1,514,009 | | | 1,569,713 | |
Deferred income taxes | — | | | 21,413 | |
Insurance reserves | 58,613 | | | 62,591 | |
Unrecognized tax benefits | 8,091 | | | 10,557 | |
Other liabilities | 125,057 | | | 127,529 | |
Shareholders’ equity: | | | |
Preferred shares - authorized 2,000 shares; $0.01 par value; none issued | — | | | — | |
Common shares - authorized 298,000 shares; $0.01 par value; issued 117,495 shares; outstanding 28,959 shares and 28,476 shares, respectively | 1,175 | | | 1,175 | |
Treasury shares - 88,536 shares and 89,019 shares, respectively, at cost | (3,105,175) | | | (3,121,602) | |
Additional paid-in capital | 627,714 | | | 640,522 | |
Retained earnings | 3,240,193 | | | 3,487,268 | |
Total shareholders’ equity | 763,907 | | | 1,007,363 | |
Total liabilities and shareholders’ equity | $ | 3,690,931 | | | $ | 3,927,253 | |
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Shareholders’ Equity (In thousands) |
| | | | | | | | | | | | | | | | | | | | | | | |
| Common | Treasury | Additional Paid-In Capital | Retained Earnings | |
| Shares | Amount | Shares | Amount | Total |
Balance - February 1, 2020 | 39,037 | | $ | 1,175 | | 78,458 | | $ | (2,546,232) | | $ | 620,728 | | $ | 2,769,793 | | $ | 845,464 | |
Comprehensive income | — | | — | | — | | — | | — | | 629,191 | | 629,191 | |
Dividends declared ($1.20 per share) | — | | — | | — | | — | | — | | (47,982) | | (47,982) | |
| | | | | | | |
Purchases of common shares | (3,890) | | — | | 3,890 | | (175,642) | | — | | — | | (175,642) | |
Exercise of stock options | 13 | | — | | (13) | | 429 | | 64 | | — | | 493 | |
Restricted shares vested | 309 | | — | | (309) | | 10,034 | | (10,034) | | — | | — | |
Performance shares vested | 65 | | — | | (65) | | 2,107 | | (2,107) | | — | | — | |
Other | 1 | | — | | (1) | | 45 | | 7 | | — | | 52 | |
Share-based employee compensation expense | — | | — | | — | | — | | 26,155 | | — | | 26,155 | |
Balance - January 30, 2021 | 35,535 | | 1,175 | | 81,960 | | (2,709,259) | | 634,813 | | 3,351,002 | | 1,277,731 | |
Comprehensive income | — | | — | | — | | — | | — | | 177,778 | | 177,778 | |
Dividends declared ($1.20 per share) | — | | — | | — | | — | | — | | (41,512) | | (41,512) | |
Purchases of common shares | (8,076) | | — | | 8,076 | | (446,374) | | — | | — | | (446,374) | |
| | | | | | | |
Restricted shares vested | 482 | | — | | (482) | | 16,140 | | (16,140) | | — | | — | |
Performance shares vested | 535 | | — | | (535) | | 17,879 | | (17,879) | | — | | — | |
Other | — | | — | | — | | 12 | | 127 | | — | | 139 | |
Share-based employee compensation expense | — | | — | | — | | — | | 39,601 | | — | | 39,601 | |
Balance - January 29, 2022 | 28,476 | | 1,175 | | 89,019 | | (3,121,602) | | 640,522 | | 3,487,268 | | 1,007,363 | |
Comprehensive loss | — | | — | | — | | — | | — | | (210,708) | | (210,708) | |
Dividends declared ($1.20 per share) | — | | — | | — | | — | | — | | (36,367) | | (36,367) | |
Purchases of common shares | (304) | | — | | 304 | | (11,180) | | — | | — | | (11,180) | |
Restricted shares vested | 440 | | — | | (440) | | 15,440 | | (15,440) | | — | | — | |
Performance shares vested | 347 | | — | | (347) | | 12,167 | | (12,167) | | — | | — | |
| | | | | | | |
Share-based employee compensation expense | — | | — | | — | | — | | 14,799 | | — | | 14,799 | |
Balance - January 28, 2023 | 28,959 | | $ | 1,175 | | 88,536 | | $ | (3,105,175) | | $ | 627,714 | | $ | 3,240,193 | | $ | 763,907 | |
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) |
| | | | | | | | | | | | | | | | | |
| 2022 | | 2021 | | 2020 |
Operating activities: | | | | | |
Net (loss) income | $ | (210,708) | | | $ | 177,778 | | | $ | 629,191 | |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | | | | | |
Depreciation and amortization expense | 156,427 | | | 143,713 | | | 138,848 | |
Non-cash lease expense | 271,945 | | | 265,401 | | | 246,442 | |
Deferred income taxes | (66,742) | | | 19,007 | | | (52,415) | |
Non-cash share-based compensation expense | 14,799 | | | 39,601 | | | 26,155 | |
Non-cash impairment charge | 70,221 | | | 6,096 | | | 1,792 | |
(Gain) loss on disposition of property and equipment | (19,392) | | | 342 | | | (462,916) | |
Unrealized loss (gain) on fuel derivatives | 856 | | | (1,593) | | | (294) | |
Loss on extinguishment of debt | — | | | 535 | | | — | |
Change in assets and liabilities: | | | | | |
Inventories | 89,848 | | | (297,503) | | | (19,028) | |
Accounts payable | (165,816) | | | 189,063 | | | 20,193 | |
Operating lease liabilities | (257,686) | | | (233,057) | | | (250,131) | |
Current income taxes | 19,680 | | | (76,429) | | | 56,564 | |
Other current assets | 3,146 | | | 32,154 | | | (10,238) | |
Other current liabilities | (45,181) | | | (56,220) | | | 55,775 | |
Other assets | 1,865 | | | (785) | | | (90) | |
Other liabilities | (7,548) | | | (14,341) | | | 19,501 | |
Net cash (used in) provided by operating activities | (144,286) | | | 193,762 | | | 399,349 | |
Investing activities: | | | | | |
Capital expenditures | (159,413) | | | (160,804) | | | (135,220) | |
Cash proceeds from sale of property and equipment | 50,496 | | | 1,155 | | | 588,258 | |
Other | (23) | | | (37) | | | (51) | |
Net cash (used in) provided by investing activities | (108,940) | | | (159,686) | | | 452,987 | |
Financing activities: | | | | | |
Net proceeds from (repayments of) long-term debt | 297,900 | | | (46,764) | | | (243,227) | |
Net (repayments of) proceeds from sale and leaseback financing | (355) | | | — | | | 123,435 | |
Payment of finance lease obligations | (1,736) | | | (3,654) | | | (3,648) | |
Dividends paid | (36,997) | | | (41,653) | | | (46,964) | |
Proceeds from the exercise of stock options | — | | | — | | | 493 | |
Payment for treasury shares acquired | (11,180) | | | (446,374) | | | (175,642) | |
Payments for debt issuance costs | (3,398) | | | (1,167) | | | — | |
Payments to extinguish debt | — | | | (438) | | | — | |
Other | — | | | 140 | | | 52 | |
Net cash provided by (used in) financing activities | 244,234 | | | (539,910) | | | (345,501) | |
(Decrease) increase in cash and cash equivalents | (8,992) | | | (505,834) | | | 506,835 | |
Cash and cash equivalents: | | | | | |
Beginning of year | 53,722 | | | 559,556 | | | 52,721 | |
End of year | $ | 44,730 | | | $ | 53,722 | | | $ | 559,556 | |
The accompanying notes are an integral part of these consolidated financial statements.
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BIG LOTS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements |
NOTE 1 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Description of Business
We are a home discount retailer in the United States (“U.S.”). At January 28, 2023, we operated 1,425 stores in 48 states and an e-commerce platform. Our mission is to help people Live BIG and Save LOTS. Our vision is to be the BIG difference for a better life by delivering unmistakable value to customers, building a “best places to grow” culture, rewarding shareholders with consistent growth and top tier returns, and doing good in local communities.
Basis of Presentation
The consolidated financial statements include Big Lots, Inc. and all of its subsidiaries, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”), and include all of our accounts. We consolidate all majority-owned and controlled subsidiaries. All intercompany accounts and transactions have been eliminated.
Management 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. The use of estimates, judgments, and assumptions creates a level of uncertainty with respect to reported or disclosed amounts in our consolidated financial statements and accompanying notes. On an ongoing basis, management evaluates its estimates, judgments, and assumptions, including those that management considers critical to the accurate presentation and disclosure of our consolidated financial statements and accompanying notes. Management bases its estimates, judgments, and assumptions on historical experience, current trends, and various other factors that it believes are reasonable under the circumstances. Because of the inherent uncertainty in using estimates, judgments, and assumptions, actual results may differ from these estimates.
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 2022 (“2022”) was comprised of the 52 weeks that began on January 30, 2022 and 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. Fiscal year 2020 (“2020”) was comprised of the 52 weeks that began on February 2, 2020 and ended on January 30, 2021.
Segment Reporting
We manage our business based on one segment, discount retailing. Our entire operation is located in the U.S.
Cash and Cash Equivalents
Cash and cash equivalents primarily consist of amounts on deposit with financial institutions, outstanding checks, and credit and debit card receivables. We review cash and cash equivalent balances on a bank by bank basis to identify book overdrafts. Book overdrafts occur when the aggregate amount of outstanding checks and electronic fund transfers exceed the cash deposited at a given bank. We reclassify book overdrafts, if any, to accounts payable on our consolidated balance sheets. Amounts due from banks for credit and debit card transactions, including private label credit card transactions, are typically settled in less than three days, and at January 28, 2023 and January 29, 2022, totaled $24.7 million and $32.5 million, respectively.
Merchandise Inventories
Merchandise inventories are valued at the lower of cost or market using the average cost retail inventory method. Cost includes any applicable inbound shipping and handling costs associated with the receipt of merchandise into our distribution centers (see the discussion below under the caption “Selling and Administrative Expenses” for additional information regarding outbound shipping and handling costs to our stores). Market is determined based on the estimated net realizable value, which generally is the merchandise selling price. Under the average cost retail inventory method, inventory is segregated into classes of merchandise having similar characteristics at its current retail selling value. Current retail selling values are converted to a cost basis by applying an average cost factor to each specific merchandise class’s retail selling value. Cost factors represent the average cost-to-retail ratio computed using beginning inventory and all fiscal year-to-date purchase activity specific to each merchandise class.
Under the average cost retail inventory method, permanent sales price markdowns result in cost reductions in inventory. Our permanent sales price markdowns are typically related to end of season clearance events and are recorded as a charge to cost of sales in the period of management’s decision to initiate sales price reductions with the intent not to return the price to regular retail. Promotional markdowns are recorded as a charge to net sales in the period the merchandise is sold. Promotional markdowns are typically related to specific marketing efforts with respect to products maintained continuously in our stores or products that are only available in limited quantities but represent substantial value to our customers. Promotional markdowns are principally used to drive higher sales volume during a defined promotional period.
We record a reduction to inventories and charge to cost of sales for an allowance for shrinkage. The allowance for shrinkage is calculated as a percentage of sales for the period from the last physical inventory date to the end of the reporting period. Such estimates are based on a combination of our historical experience and current year physical inventory results.
We record a reduction to inventories and charge to cost of sales for any excess or obsolete inventory. The excess or obsolete inventory is estimated based on a review of our aged inventory and takes into account any items that have already received a cost reduction as a result of the permanent markdown process discussed above. We estimate the reduction for excess or obsolete inventory based on historical sales trends, age and quantity of product on hand, and anticipated future sales.
Property and Equipment - Net
Depreciation and amortization expense of property and equipment are recorded on a straight‑line basis using estimated service lives. The estimated service lives of our depreciable property and equipment by major asset category were as follows:
| | | | | |
Land improvements | 15 years |
Buildings | 40 years |
Leasehold improvements | 5 - 10 years |
Store fixtures and equipment | 2 - 7 years |
Distribution and transportation fixtures and equipment | 5 - 15 years |
Office and computer equipment | 3 - 5 years |
Computer software costs | 3 - 8 years |
Leasehold improvements are amortized on a straight-line basis using the shorter of their estimated service lives or the lease term.
Assets acquired under leases which meet the criteria of a finance lease are capitalized in property and equipment - net and amortized over the estimated service life of the asset or the applicable lease term, whichever is shorter.
Depreciation estimates are revised prospectively to reflect the remaining depreciation or amortization of the asset over the shortened estimated service life when a decision is made to dispose of property and equipment prior to the end of its previously estimated service life. The cost of assets sold or retired and the related accumulated depreciation are removed from the accounts with any resulting gain or loss included in selling and administrative expenses. Major repairs that extend service lives are capitalized. Maintenance and repairs are charged to expense as incurred. Capitalized interest was not significant in any period presented.
Long-Lived Assets
Our long-lived assets primarily consist of property and equipment - net and operating lease right-of-use assets. In order to determine if impairment indicators are present for store property and equipment and operating lease right-of-use assets, we review historical operating results at the store level. We generally use actual historical cash flows to determine if stores had negative cash flows. For each store with negative cash flows, we estimate future cash flows based on operating performance estimates specific to each store’s operations based on assumptions currently being used to develop our company level operating plans. 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 their 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. Asset impairment charges are proportionately recorded between property and equipment - net and operating lease right-of-use assets. Asset impairment charges are included in selling and administrative expenses in our accompanying consolidated statements of operations and comprehensive income.
Intangible Assets
In 2018, we acquired the Broyhill® trademark and trade name. This trademark and trade name have indefinite lives. We test the trademark and trade name for impairment annually or whenever circumstances indicate that the carrying value of the asset may not be recoverable. We estimate the fair value of these intangible assets based on an income approach. We perform our annual impairment testing during our fourth fiscal quarter of each year.
Savings Plans
We have a savings plan with a 401(k) deferral feature and we provide matching contributions, which are subject to Internal Revenue Service (“IRS”) regulations, based on a percentage of employee contributions. For 2022, 2021, and 2020, we expensed $9.2 million, $9.2 million, and $9.2 million, respectively, related to our matching contributions.
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement basis and tax basis of assets and liabilities using enacted law and tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.
We assess the adequacy and need for a valuation allowance for deferred tax assets. In making such assessment, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. We have established a valuation allowance to reduce our deferred tax assets to the balance that is more likely than not to be realized.
We recognize interest and penalties related to unrecognized tax benefits within the income tax expense line in the accompanying consolidated statements of operations and comprehensive income. Accrued interest and penalties are included within the related tax liability line in the accompanying consolidated balance sheets.
The effective income tax rate in any period may be materially impacted by the overall level of income (loss) before income taxes, the jurisdictional mix and magnitude of income (loss), changes in the income tax laws (which may be retroactive to the beginning of the fiscal year), subsequent recognition, de-recognition and/or measurement of an uncertain tax benefit, changes in a deferred tax valuation allowance, and adjustments of a deferred tax asset or liability for enacted changes in tax laws or rates.
Insurance and Insurance-Related Reserves
We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees. We purchase stop-loss coverage to limit significant exposure in these areas. Accrued insurance-related liabilities and related expenses are based on actual claims filed and estimates of claims incurred but not reported and are reliably determinable. The accruals are determined by applying actuarially-based calculations.
Fair Value of Financial Instruments
The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy, as defined below, gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
Level 1, defined as observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2, defined as observable inputs other than Level 1 inputs. These include quoted prices for similar assets or liabilities in an active market, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
The carrying value of accounts receivable and accounts payable approximates fair value because of the relatively short maturity of these items.
Revenue Recognition
We recognize sales revenue at the time the customer takes possession of the merchandise (i.e., the point at which we transfer the goods). Sales are recorded net of discounts (i.e., the amount of consideration we expect to receive for the goods) and estimated returns and exclude any sales tax. The reserve for merchandise returns is estimated based on our prior return experience.
We sell gift cards in our stores, online, and through third-party retailers, and issue merchandise credits, typically as a result of customer returns, on stored value cards. We do not charge administrative fees on unused gift card or merchandise credit balances and our gift cards and merchandise credits do not expire. We recognize sales revenue related to gift cards and merchandise credits (1) when the gift card or merchandise credit is redeemed in a sales transaction by the customer or (2) as breakage occurs. We recognize gift card and merchandise credit breakage when we estimate that the likelihood of the card or credit being redeemed by the customer is remote and we determine that we do not have a legal obligation to remit the value of unredeemed cards or credits to the relevant regulatory authority. We estimate breakage based upon historical redemption patterns. The liability for the unredeemed cash value of gift cards and merchandise credits is recorded in accrued operating expenses in our consolidated balance sheets.
We offer price hold contracts and buy now pick up later arrangements on merchandise. Revenue for price hold contracts and buy now pick up later arrangements is recognized when the customer makes the final payment and takes possession of the merchandise. Amounts paid by customers under price hold contracts and buy now pick up later arrangements are recorded in accrued operating expenses in our consolidated balance sheets until a sale is consummated.
We recognize sales revenue for direct-to-customer transactions on our e-commerce platform at the time the merchandise is shipped (i.e., the point at which we transfer the goods). We also offer buy online, pick up in store services on our e-commerce platform. Revenue for buy online, pick up in store transactions is recognized when the customer takes possession of the merchandise at the store.
Cost of Sales
Cost of sales includes the cost of merchandise, net of cash discounts and rebates, markdowns, and inventory shrinkage, and the cost of shipping direct-to-customer e-commerce orders. Cost of merchandise includes related inbound freight to our distribution centers, duties, and commissions. We classify warehousing, distribution and outbound transportation costs to our stores as selling and administrative expenses. Due to this classification, our gross margin rates may not be comparable to those of other retailers that include warehousing, distribution and outbound transportation costs to stores in cost of sales.
Selling and Administrative Expenses
Selling and administrative expenses include store expenses (such as payroll and occupancy costs) and costs related to warehousing, distribution, outbound transportation to our stores, advertising, purchasing, insurance, non-income taxes, accepting credit/debit cards, and overhead. Our selling and administrative expense rates may not be comparable to those of other retailers that include warehousing, distribution, and outbound transportation costs to stores in cost of sales. Distribution and outbound transportation costs included in selling and administrative expenses were $331.8 million, $310.4 million, and $251.0 million for 2022, 2021, and 2020, respectively.
Leases and Rent Expense
We determine if an arrangement contains a lease at inception of the agreement. Our leased property consists of our retail stores, distribution centers, store security, and other office equipment. Certain of our store and distribution center leases have rent escalations and/or have tenant allowances or other lease incentives, which are fixed in nature and included in our calculation of right-of-use assets and lease liabilities. Certain of our store leases provide for contingent rents, which are recorded as variable costs and not included in our calculation of right-of-use assets and lease liabilities. Many of our leases obligate us to pay for our applicable portion of real estate taxes, common area maintenance costs (“CAM”), and property insurance, which are recorded as variable costs and not included in our calculation of right-of-use assets and lease liabilities, except for certain fixed CAM and insurance charges that are not variable. Many of our leases contain provisions for options to renew, extend the original term for additional periods, or terminate the lease if certain sales thresholds are not attained. We have assessed the reasonable certainty of these provisions to determine the appropriate lease term. Our lease agreements do not contain material residual value guarantees, restrictions, or covenants.
We have established a short-term lease exception policy, permitting us to not apply lease recognition requirements to leases with terms of 12 months or less. We recognize a lease liability and right-of-use asset at commencement of the lease when possession of the property is taken from the lessor, which, for stores, normally includes a construction or set-up period prior to store opening. We begin recognizing rent expense at commencement of the lease. Rent expense for operating leases is recognized on a straight-line basis over the lease term and is included in selling and administrative expenses. We account for lease and non-lease components as a single component for our real estate class of assets.
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 $98.3 million, $97.7 million, and $102.8 million for 2022, 2021, and 2020, respectively.
Share-Based Compensation
Share-based compensation expense is recognized in selling and administrative expense in our consolidated statements of operations and comprehensive income for all awards that we expect to vest.
Non-vested Restricted Stock Units
We expense our non-vested restricted stock units (“RSUs”) with graded vesting as a single award with an average estimated life over the entire term of the award. The expense for the non-vested restricted stock units is recorded on a straight-line basis over the vesting period.
Performance Share Units
Compensation expense for performance share units (“PSUs”) is recorded based on fair value of the award on the grant date and the estimated achievement of financial performance objectives. From an accounting perspective, the grant date is established once all financial performance targets have been set. We monitor the estimated achievement of the financial performance objectives at each reporting period and will potentially adjust the estimated expense on a cumulative basis. The expense for PSUs is recorded on a straight-line basis from the grant date through the end of the performance period.
In 2020, we awarded performance share units with a restriction feature to certain members of senior management, which vested based on the achievement of share price performance goals and a minimum service requirement of one year (“PRSUs”). The PRSUs had a contractual term of three years. The grant date fair value and estimated vesting period of the PRSUs was determined by a third party using a Monte Carlo simulation. The awards were expensed over their estimated vesting period on a straight-line basis.
In 2022, we awarded performance share units with a performance condition to certain members of senior 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 (“TSR PSUs”). 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.
Earnings per Share
Basic earnings per share is based on the weighted-average number of shares outstanding during each period. Diluted earnings per share is based on the weighted-average number of shares outstanding during each period and the additional dilutive effect of RSUs, PSUs, PRSUs, and TSR PSUs, calculated using the treasury stock method.
Supplemental Cash Flow Disclosures
The following table provides supplemental cash flow information for 2022, 2021, and 2020:
| | | | | | | | | | | | | | | | | |
(In thousands) | 2022 | | 2021 | | 2020 |
Supplemental disclosure of cash flow information: | | | | | |
Cash paid for interest | $ | 22,225 | | | $ | 8,066 | | | $ | 6,366 | |
Cash paid for income taxes, excluding impact of refunds | 4,318 | | | 111,206 | | | 217,308 | |
Gross proceeds from long-term debt | 2,208,400 | | | 55,600 | | | 514,500 | |
Gross payments of long-term debt | 1,910,500 | | | 102,364 | | | 757,727 | |
Gross financing proceeds from sale and leaseback | — | | | — | | | 133,999 | |
Gross repayments of financing from sale and leaseback | 355 | | | — | | | 10,564 | |
Cash paid for operating lease liabilities | 373,172 | | | 341,341 | | | 340,747 | |
Non-cash activity: | | | | | |
Assets acquired under finance leases | 3,740 | | | 1,080 | | | — | |
Accrued property and equipment | 16,674 | | | 19,303 | | | 17,791 | |
Operating lease right-of-use assets obtained in exchange for operating lease liabilities | $ | 216,499 | | | $ | 354,066 | | | $ | 694,811 | |
Reclassifications
Our seven merchandise categories are as follows: 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; 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; and case goods 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 and the Queue Line.
We periodically assess, and make minor adjustments to, our product hierarchy, which can impact the roll-up of our merchandise categories. Our financial reporting process utilizes the most current product hierarchy in reporting net sales by merchandise category for all periods presented. Therefore, there may be minor reclassifications of net sales by merchandise category compared to previously reported amounts.
Recently Adopted Accounting Standards
In the third quarter of 2021, the Company adopted Accounting Standards Update (“ASU”) 2020-04 Reference Rate Reform. This ASU provides optional expedients and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, leases, and other transactions affected by the potential fallback of LIBOR. The Company adopted ASU 2020-04 in connection with its entry into a new credit facility (see Note 3 to the consolidated financial statements) that includes language to address LIBOR fallback and in connection with an amendment to the lease for our Apple Valley, CA distribution center including similar LIBOR fallback language. The impact of the adoption was immaterial to the consolidated financial statements.
In August 2018, the Financial Accounting Standards Board (“FASB”) issued ASU 2018-15 Intangibles - Goodwill and Other - Internal-Use Software. This update evaluates the accounting for costs paid by a customer to implement a cloud computing arrangement. The new guidance aligns cloud computing arrangement implementation cost accounting with the capitalization requirements for internal-use software development, while leaving the accounting for service elements unchanged. On February 2, 2020, we adopted ASU 2018-15 on a prospective basis. The impact of the adoption was immaterial to the consolidated financial statements.
Recent Accounting Pronouncements
In September 2022, FASB issued ASU 2022-04 related to disclosure requirements for buyers in supplier finance programs. The amendments in the update require that buyers 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. This update is effective for annual periods beginning after
December 15, 2022, and interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective for fiscal years beginning after December 15, 2023. We will adopt ASU 2022-04 for our fiscal year beginning January 29, 2023, and we do not expect it to have a material effect on our consolidated financial statements and corresponding notes to our consolidated financial statements.
There are currently no additional new accounting pronouncements with a future effective date that are of significance, or potential significance, to us.
NOTE 2 – PROPERTY AND EQUIPMENT - NET
Property and equipment - net consist of:
| | | | | | | | |
(In thousands) | January 28, 2023 | January 29, 2022 |
Land and land improvements | $ | 27,257 | | $ | 48,849 | |
Buildings and leasehold improvements | 775,837 | | 828,179 | |
Fixtures and equipment | 940,613 | | 940,921 | |
Computer software costs | 191,910 | | 187,190 | |
Construction-in-progress | 24,676 | | 25,394 | |
Property and equipment - cost | 1,960,293 | | 2,030,533 | |
Less accumulated depreciation and amortization | 1,269,182 | | 1,294,707 | |
Property and equipment - net | $ | 691,111 | | $ | 735,826 | |
Property and equipment - cost includes $24.6 million and $25.3 million at January 28, 2023 and January 29, 2022, respectively, to recognize assets from finance leases. Accumulated depreciation and amortization includes $20.8 million and $23.6 million at January 28, 2023 and January 29, 2022, respectively, related to finance leases.
During 2022, 2021, and 2020, respectively, we invested $159.4 million, $160.8 million, and $135.2 million of cash in capital expenditures and we recorded $154.9 million, $142.6 million, and $138.3 million of depreciation expense.
In 2020, we disposed of $123.8 million of property and equipment - cost in connection with the sale of four distribution centers in sale and leaseback transactions (see Note 9 to the accompanying consolidated financial statements for additional information on the sale and leaseback transactions).
In 2022, land and building-related assets for 25 owned store locations and one unoccupied land parcel with an aggregate carrying value of $30.6 million were classified as held for sale on the consolidated balance sheets. In the fourth quarter of 2022, we sold $29.4 million of these assets that we classified as held for sale in connection with the sale of 20 owned properties and one land parcel (see Note 9 to the accompanying consolidated financial statements for additional information on the sale of real estate).
We incurred $17.9 million, $0.9 million, and $0.9 million in asset impairment charges, excluding impairment of right-of-use assets (see Note 4 to the accompanying consolidated financial statements), in 2022, 2021, and 2020, respectively. We impaired the value of property and equipment assets at 155, eight, and four stores as a result of our store impairment review in 2022, 2021, and 2020, respectively.
NOTE 3 – 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 termination of the 2021 Credit Agreement.
Revolving loans under the 2022 Credit Agreement are available in an aggregate amount equal to the lesser of (1) the aggregate Commitments and (2) a borrowing base consisting of eligible credit card receivables and eligible inventory (including in-transit inventory), subject to customary exceptions and reserves. Under the 2022 Credit Agreement, we may obtain additional Commitments on no more than five occasions in an aggregate amount of up to $300 million, subject to agreement by the lenders to increase their respective Commitments and certain other conditions. The 2022 Credit Agreement includes a swing loan sublimit of 10% of the then applicable aggregate Commitments and a $90 million letter of credit sublimit. Loans made under the 2022 Credit Agreement may be prepaid without penalty. Borrowings under the 2022 Credit Agreement are available for general corporate purposes, working capital and to repay certain of our indebtedness. 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 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 January 28, 2023, we had a Borrowing Base (as defined under the 2022 Credit Agreement) of $710.3 million under the 2022 Credit Agreement. At January 28, 2023 we had $301.4 million in borrowings outstanding under the 2022 Credit Agreement and $32.0 million committed to outstanding letters of credit, leaving $376.9 million available under the 2022 Credit Agreement, subject to certain borrowing base limitations as discussed above.
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 indebtedness 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. On March 15, 2023, we entered into the 2023 Synthetic Lease (as defined below) for our distribution center in Apply Valley, CA which replaced the Synthetic Lease. For additional information on the 2023 Synthetic Lease, see Note 11 to the accompanying consolidated financial statement.
Debt was recorded in our consolidated balance sheets as follows:
| | | | | | | | | | | | | | |
Instrument (In thousands) | | January 28, 2023 | | January 29, 2022 |
2021 Credit Agreement | | $ | — | | | $ | 3,500 | |
2022 Credit Agreement | | 301,400 | | | — | |
Long-term debt | | $ | 301,400 | | | $ | 3,500 | |
The fair values of our long-term obligations under the 2022 Credit Agreement are estimated based on 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. The carrying value of our debt is a reasonable estimate for fair value.
NOTE 4 – LEASES
Our leased property consists of our retail stores, distribution centers, store security, and other office equipment.
In the second quarter of 2020, we completed sale and leaseback transactions for our distribution centers located in Columbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA. The leases for the Columbus, OH and Montgomery, AL distribution centers each have an initial term of 15 years and multiple five-year extension options. The leases for the Durant, OK and Tremont, PA distribution centers each have an initial term of 20 years and multiple five-year extension options. At lease commencement, we determined that none of the extension options were reasonably certain to be exercised. Therefore, none of the extension options were included in the computation of the operating lease liabilities and operating lease right-of-use assets. At commencement of the leases, we recorded aggregate operating lease liabilities of $466.1 million and aggregate operating lease right-of-use assets of $466.1 million. The weighted average discount rate for the leases was 6.2%. All of the leases are absolute net. Additionally, all of the leases include a right of first refusal beginning after the fifth year of the initial term which allows us to purchase the leased property if the buyer-lessor receives a bona fide purchase offer from a third-party. For additional information on the sale and leaseback transactions, see Note 9 to the accompanying consolidated financial statements.
In the fourth quarter of 2022, we entered into the Synthetic Lease Amendment to the Synthetic Lease for our distribution center in Apple Valley, CA. For additional information on the amendment, see Note 3 to the accompanying consolidated financial statements. On March 15, 2023, we entered into the 2023 Synthetic Lease for our distribution center in Apple Valley, CA, which replaced the Synthetic Lease. For additional information on the 2023 Synthetic Lease, see Note 11 to the accompanying consolidated financial statements.
In the fourth quarter of 2022, we completed the sale of 20 owned properties and one land parcel. As part of the consideration in the sale, the leases for our San Pablo, California and Citrus Heights, California stores were cancelled at no additional cost. As a result of these lease cancellations, we derecognized operating lease right-of-use assets of $4.0 million in aggregate and derecognized operating lease liabilities of $5.9 million resulting in a net gain on extinguishment of lease liabilities of $1.9 million (see Note 9 to the accompanying consolidated financial statements for additional information on the transaction).
Leases were recorded in our consolidated balance sheets as follows:
| | | | | | | | | | | |
Leases (In thousands) | Balance Sheet Location | January 28, 2023 | January 29, 2022 |
Assets | | | |
Operating | Operating lease right-of-use assets | $ | 1,619,756 | | $ | 1,731,995 | |
Finance | Property and equipment - net | 3,813 | | 1,686 | |
Total right-of-use assets | | $ | 1,623,569 | | $ | 1,733,681 | |
Liabilities | | | |
Current | | | |
Operating | Current operating lease liabilities | $ | 252,320 | | $ | 242,275 | |
Finance | Accrued operating expenses | 1,789 | | 869 | |
Noncurrent | | | |
Operating | Noncurrent operating lease liabilities | 1,514,009 | | 1,569,713 | |
Finance | Other liabilities | 1,967 | | 955 | |
Total lease liabilities | $ | 1,770,085 | | $ | 1,813,812 | |
The components of lease costs were as follows:
| | | | | | | | | | | | | | |
Lease cost (In thousands) | Statements of Operations and Comprehensive Income Location | 2022 | 2021 | 2020 |
Operating lease cost | Selling and administrative expenses | $ | 363,315 | | $ | 355,021 | | 326,780 | |
Finance lease cost | | | | |
Amortization of leased assets | Depreciation | 1,546 | | 3,024 | | 3,800 | |
Interest on lease liabilities | Interest expense | 163 | | 104 | | 274 | |
Short-term lease cost | Selling and administrative expenses | 5,251 | | 5,152 | | 4,728 | |
Variable lease cost | Selling and administrative expenses | 96,265 | | 84,940 | | 88,074 | |
Total lease cost | $ | 466,540 | | $ | 448,241 | | $ | 423,656 | |
In 2022, 2021, and 2020, our operating lease cost above included $1.8 million, $1.1 million and $0.9 million, respectively, of right-of-use asset impairment charges related to store closures prior to lease termination date. In 2022, 2021, and 2020, our operating lease cost above excludes $50.5 million, $4.1 million, and $0.0 million respectively, of right-of-use asset impairment charges related to our store impairment review for underperforming stores.
Maturity of our lease liabilities at January 28, 2023, was as follows:
| | | | | | | | | | | |
Fiscal Year (In thousands) | Operating Leases | | Finance Leases |
2023 | $ | 334,092 | | | $ | 1,992 | |
2024 | 330,858 | | | 1,712 | |
2025 | 295,401 | | | 321 | |
2026 | 251,214 | | | — | |
2027 | 198,934 | | | — | |
Thereafter | 772,362 | | | — | |
Total lease payments | $ | 2,182,861 | | | $ | 4,025 | |
Less amount to discount to present value | $ | (416,532) | | | $ | (269) | |
Present value of lease liabilities | $ | 1,766,329 | | | $ | 3,756 | |
Lease term and discount rate for our operating leases were as follows:
| | | | | | | | |
| January 28, 2023 | January 29, 2022 |
Weighted average remaining lease term (years) | 8.0 | 8.3 |
Weighted average discount rate | 4.6 | % | 4.3 | % |
Our weighted average discount rate represents our estimated incremental borrowing rate, assuming a secured borrowing, based on the remaining lease term at the time of adoption of the standard, lease commencement, or the period in which the lease term expectation was modified. Our finance leases, and the associated remaining lease term and discount rate, are insignificant.
NOTE 5 – SHAREHOLDERS’ EQUITY
Earnings per Share
There were no adjustments required to be made to weighted-average common shares outstanding for purposes of computing basic and diluted earnings per share for all periods presented. At January 28, 2023, performance share units that vest based on relative total shareholder return (“TSR PSUs” - see Note 6 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. Antidilutive RSUs, PSUs, PRSUs, and TSR PSUs are excluded from the calculation because they decrease the number of diluted shares outstanding under the treasury stock method. The RSUs, PSUs, PRSUs, and TSR PSUs that were antidilutive, as determined under the treasury stock method, were 0.4 million for 2022, 0.2 million for 2021 and immaterial for 2020. Due to the net loss in 2022, any potentially dilutive shares were excluded from the denominator in computing diluted earnings (loss) per common share for 2022.
A reconciliation of the number of weighted-average common shares outstanding used in the basic and diluted earnings per share computations is as follows: | | | | | | | | | | | |
(In thousands) | 2022 | 2021 | 2020 |
Weighted-average common shares outstanding: | | | |
Basic | 28,860 | | 32,723 | | 38,233 | |
Dilutive effect of share-based awards | — | | 632 | | 834 | |
Diluted | 28,860 | | 33,355 | | 39,067 | |
Share Repurchases
On December 1, 2021, our Board of Directors authorized the repurchase of up to $250 million of our common shares (“2021 Repurchase Authorization”). Pursuant to the 2021 Repurchase Authorization, we may repurchase shares in the open market and/or in privately negotiated transactions at our discretion, subject to market conditions and other factors. The 2021 Repurchase Authorization has no scheduled termination date. In 2022, no shares were repurchased under the 2021 Repurchase Authorization. As of January 28, 2023, we had $159.4 million available for future repurchases under the 2021 Repurchase Authorization.
Common shares acquired through repurchase authorizations are held in treasury at cost and are available to meet obligations under equity compensation plans and for general corporate purposes.
In addition to shares repurchased under the repurchase authorizations, purchases of common shares reported in the consolidated statements of shareholders’ equity include shares repurchased to satisfy income tax withholdings associated with the vesting of share-based awards.
Dividends
The Company declared and paid cash dividends per common share during the periods presented as follows:
| | | | | | | | | | | | | | | | | |
| Dividends Per Share | | Amount Declared | | Amount Paid |
2021: | | | (In thousands) | | (In thousands) |
First quarter | $ | 0.30 | | | $ | 11,206 | | | $ | 12,460 | |
Second quarter | 0.30 | | | 10,611 | | | 10,204 | |
Third quarter | 0.30 | | | 10,209 | | | 9,890 | |
Fourth quarter | 0.30 | | | 9,486 | | | 9,099 | |
Total | $ | 1.20 | | | $ | 41,512 | | | $ | 41,653 | |
2022: | | | | | |
First quarter | $ | 0.30 | | | $ | 8,981 | | | $ | 10,705 | |
Second quarter | 0.30 | | | 9,068 | | | 8,791 | |
Third quarter | 0.30 | | | 9,196 | | | 8,767 | |
Fourth quarter | 0.30 | | | 9,122 | | | 8,734 | |
Total | $ | 1.20 | | | $ | 36,367 | | | $ | 36,997 | |
The amount of dividends declared may vary from the amount of dividends paid in a period due to the vesting of restricted stock units and performance share units, which accrue dividend equivalent rights that are paid when the award vests. The payment of future dividends will be at the discretion of our Board of Directors and will depend on our financial condition, results of operations, capital requirements, compliance with applicable laws and agreements and any other factors deemed relevant by our Board of Directors.
NOTE 6 – SHARE-BASED PLANS
Our shareholders approved the Big Lots 2020 Long-Term Incentive Plan (“2020 LTIP”) in June 2020. The 2020 LTIP authorizes the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock units, performance shares, PSUs, performance units, stock appreciation rights, cash-based awards, and other share-based awards. We have issued restricted stock units, PSUs, and TSR PSUs under the 2020 LTIP. The number of common shares available for issuance under the 2020 LTIP consists of an initial allocation of 3,600,000 common shares plus any common shares subject to the 1,360,943 outstanding awards as of February 1, 2020 under the Big Lots 2017 Long-Term Incentive Plan (“2017 LTIP”) that, on or after February 1, 2020, cease for any reason to be subject to such awards (other than by reason of exercise or settlement). The Human Capital and Compensation Committee of our Board of Directors (“Committee”), which is charged with administering the 2020 LTIP, has the authority to determine the terms of each award.
Our former equity compensation plan, the 2017 LTIP, approved by our shareholders in May 2017, was terminated on June 10, 2020. The 2017 LTIP authorized the issuance of incentive and nonqualified stock options, restricted stock, restricted stock units, deferred stock awards, PSUs, stock appreciation rights, cash-based awards, and other share-based awards. We have issued restricted stock units, PSUs, and PRSUs under the 2017 LTIP.
Share-based compensation expense was $14.8 million, $39.6 million, and $26.2 million in 2022, 2021, and 2020, respectively.
Non-vested Restricted Stock
The following table summarizes the non-vested restricted stock units activity for fiscal years 2020, 2021, and 2022:
| | | | | | | | |
| Number of Shares | Weighted Average Grant-Date Fair Value Per Share |
Outstanding non-vested restricted stock at February 1, 2020 | 648,510 | | $ | 38.52 | |
Granted | 1,031,213 | | 18.18 | |
Vested | (308,797) | | 40.65 | |
Forfeited | (156,714) | | 22.80 | |
Outstanding non-vested restricted stock at January 30, 2021 | 1,214,212 | | $ | 22.71 | |
Granted | 255,071 | | 68.71 | |
Vested | (481,689) | | 25.12 | |
Forfeited | (78,307) | | 28.19 | |
Outstanding non-vested restricted stock at January 29, 2022 | 909,287 | | $ | 33.87 | |
Granted | 573,989 | | 34.21 | |
Vested | (440,241) | | 31.21 | |
Forfeited | (167,532) | | 37.40 | |
Outstanding non-vested restricted stock at January 28, 2023 | 875,503 | | $ | 34.75 | |
The non-vested restricted stock units granted in 2020, 2021, and 2022 generally vest, and are expensed, on a ratable basis over three years from the grant date of the award, if a threshold financial performance objective is achieved and the grantee remains employed by us through the vesting dates. In 2022, we granted an immaterial amount of non-vested restricted stock units with a minimum service requirement of one year and no required financial performance objectives. In the fourth quarter of 2022, we modified certain restricted stock units granted in 2022, to remove the financial performance objective. We did not record any additional expense as a result of this modification.
Performance Share Units
Prior to 2020, and in 2021 and 2022, we awarded 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 through that performance period. The financial performance objectives for each fiscal year within the three-year performance period are generally approved by the Committee during the first quarter of the respective fiscal year. Based on the uncertain macroeconomic environment and a wide range of potential outcomes, we expect the Committee to defer establishment of the 2023 financial performance objectives for PSUs to later in 2023.
As a result of the process used to establish the financial performance objectives, we will only meet the requirements of establishing a grant date for the PSUs when we communicate the financial performance objectives for the third fiscal year of the award to the award recipients, which will then trigger the service inception date, the fair value of the awards, and the associated expense recognition period. If we meet the applicable threshold financial performance objectives over the three-year performance period and the grantee remains employed by us through the end of the performance period, the PSUs will vest on the first trading day after we file our Annual Report on Form 10-K for the last fiscal year in the performance period. The number of shares to be distributed upon vesting of the PSUs depends on our average performance attained during the three-year performance period as compared to the targets defined by the Committee, and may result in the distribution of an amount of shares that is greater or less than the number of PSUs granted, as defined in the award agreement.
In 2022, in addition to PSUs, we also awarded TSR PSUs to certain members of management, which vest based on the achievement of 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 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 of January 28, 2023, we have granted 60,924 TSR PSU shares, which will be expensed through fiscal 2024.
In 2020, we awarded 413,022 PRSUs to certain members of senior management, which were subject to vesting based on the achievement of share price performance goals and a minimum service requirement of one year. The PRSUs had a contractual term of three years. Shares issued in connection with vested PRSUs are generally restricted from sale, transfer, or other disposition prior to the third anniversary of the grant date except under certain circumstances, including death, disability, or change in control. In 2021, based on attainment of the share price performance goals and fulfillment of the minimum service requirement, 339,568 PRSUs vested. At January 28, 2023, there were no PRSUs outstanding.
We have begun, or expect to begin, recognizing expense related to PSUs as follows:
| | | | | | | | | | | | |
Issue Year | Outstanding PSUs at January 28, 2023 | | Expected Valuation (Grant) Date | Actual or Expected Expense Period |
| | | | |
2021 | 137,721 | | | July 2023 | Fiscal 2023 |
2022 | 243,739 | | | March 2024 | Fiscal 2024 |
Total | 381,460 | | | | |
As of January 28, 2023, we had a total of 442,384 outstanding performance share units, which includes PSUs and TSR PSUs.
In 2022, 2021, and 2020, we recognized $1.0 million, $25.2 million and $14.2 million, respectively, in share-based compensation expense related to PSUs, PRSUs, and TSR PSUs.
The following table summarizes the activity related to PSUs, PRSUs and TSR PSUs for fiscal years 2020, 2021, and 2022:
| | | | | | | | |
| |
| Number of Shares | Weighted Average Grant-Date Fair Value Per Share |
| | |
| | |
| | |
| | |
Outstanding PSUs, PRSUs, and TSR PSUs at February 1, 2020 | 181,922 | | $ | 31.89 | |
Granted | 580,285 | | 24.53 | |
Vested | (181,062) | | 31.89 | |
Forfeited | (107,114) | | 25.56 | |
Outstanding PSUs, PRSUs, and TSR PSUs at January 30, 2021 | 474,031 | | $ | 24.31 | |
Granted | 263,787 | | 70.24 | |
Vested | (474,031) | | 24.31 | |
Forfeited | (23,677) | | 70.24 | |
Outstanding PSUs, PRSUs, and TSR PSUs at January 29, 2022 | 240,110 | | $ | 70.24 | |
Granted | 73,787 | | 56.00 | |
Vested | (240,110) | | 70.24 | |
Forfeited | (12,863) | | 57.15 | |
Outstanding PSUs, PRSUs, and TSR PSUs at January 28, 2023 | 60,924 | | $ | 55.76 | |
Board of Directors’ Awards
In 2020, we granted (1) the chairman of our Board of Directors an annual restricted stock unit award having a grant date fair value of approximately $210,000, and (2) the remaining non-employee directors an annual restricted stock unit award having a grant date fair value of approximately $145,000. In 2021 and 2022, we granted (1) the chairman of our Board of Directors an annual restricted stock unit award having a grant date fair value of approximately $245,000, and (2) the remaining non-employee directors an annual restricted stock unit award having a grant date fair value of approximately $145,000. These awards vest on the earlier of (1) the trading day immediately preceding the annual meeting of our shareholders following the grant of such awards or (2) the death or disability of the grantee. However, the non-employee directors will forfeit their restricted stock units if their service on the Board terminates before either vesting event occurs. Additionally, we allow our non-employee directors to defer all or a portion of their restricted stock unit award until the earlier of the first to occur of: (1) the specified date by the non-employee director in the deferral agreement, (2) the non-employee director’s death or disability, or (3) the date the non-employee director ceases to serve as a member of the Board of Directors.
During 2022, 2021, and 2020, the following activity occurred under our share-based compensation plans:
| | | | | | | | | | | |
(In thousands) | 2022 | 2021 | 2020 |
Total intrinsic value of stock options exercised | $ | — | | $ | — | | $ | 161 | |
Total fair value of restricted stock vested | 14,641 | | 31,954 | | 7,102 | |
Total fair value of PSU, PRSUs, and TSR PSUs vested | $ | 13,877 | | $ | 37,387 | | $ | 924 | |
The total unearned compensation cost related to all share-based awards outstanding, excluding PSUs issued in 2021 and 2022, at January 28, 2023 was approximately $19.2 million. This compensation cost is expected to be recognized through January 2026 based on existing vesting terms with the weighted-average remaining expense recognition period being approximately 1.8 years from January 28, 2023.
NOTE 7 – INCOME TAXES
The provision for income taxes was comprised of the following:
| | | | | | | | | | | |
(In thousands) | 2022 | 2021 | 2020 |
Current: | | | |
U.S. Federal | $ | (1,862) | | $ | 26,888 | | $ | 206,883 | |
U.S. State and local | (1,105) | | 8,138 | | 60,947 | |
Total current tax (benefit) expense | (2,967) | | 35,026 | | 267,830 | |
Deferred: | | | |
U.S. Federal | (57,054) | | 13,651 | | (40,848) | |
U.S. State and local | (9,688) | | 5,356 | | (11,567) | |
Total deferred tax (benefit) expense | (66,742) | | 19,007 | | (52,415) | |
Income tax provision | $ | (69,709) | | $ | 54,033 | | $ | 215,415 | |
Reconciliation between the statutory federal income tax rate and the effective income tax rate was as follows:
| | | | | | | | | | | |
| 2022 (a) | 2021 | 2020 |
Statutory federal income tax rate | 21.0 | % | 21.0 | % | 21.0 | % |
Effect of: | | | |
State and local income taxes, net of federal tax benefit | 3.0 | | 4.6 | | 4.6 | |
Work opportunity tax and other employment tax credits | 1.0 | | (1.4) | | (0.3) | |
Executive compensation limitations - permanent difference | (0.3) | | 1.8 | | 0.2 | |
Share-based compensation | (0.2) | | (2.3) | | 0.2 | |
Other, net | 0.4 | | (0.4) | | (0.2) | |
Effective income tax rate | 24.9 | % | 23.3 | % | 25.5 | % |
(a) The reconciliation between the statutory federal income tax rate and effective income tax rate for 2022 is not directly comparable to the reconciliations for 2021 and 2020 due to the loss before income taxes in 2022 compared to the income before income taxes in 2021 and 2020.
Income tax payments and refunds were as follows:
| | | | | | | | | | | |
(In thousands) | 2022 | 2021 | 2020 |
Income taxes refunded | $ | (27,759) | | $ | (546) | | $ | (1,522) | |
Income taxes paid | 4,318 | | 111,206 | | 217,308 | |
Net income taxes (refunded) paid | $ | (23,441) | | $ | 110,660 | | $ | 215,786 | |
Deferred taxes reflect the net tax effects of temporary differences between carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax, including income tax uncertainties. Significant components of our deferred tax assets and liabilities were as follows:
| | | | | | | | |
(In thousands) | January 28, 2023 | January 29, 2022 |
Deferred tax assets: | | |
Lease liabilities, net of lease incentives | $ | 458,293 | | $ | 474,584 | |
Net operating losses, tax credits, and other carryforwards | 64,513 | | 2,307 | |
Depreciation and fixed asset basis differences | 39,218 | | 40,302 | |
Sale and leaseback financing liability | 32,251 | | 33,508 | |
Uniform inventory capitalization | 23,660 | | 22,734 | |
Workers’ compensation and other insurance reserves | 20,868 | | 22,097 | |
Compensation related | 5,376 | | 12,703 | |
Accrued operating liabilities | 3,032 | | 2,145 | |
Accrued state taxes | 1,581 | | 2,557 | |
| | |
Accrued payroll taxes related to CARES Act | — | | 4,674 | |
Other | 16,074 | | 13,718 | |
Valuation allowances, net of federal tax benefit | (2,102) | | (2,093) | |
Total deferred tax assets | 662,764 | | 629,236 | |
Deferred tax liabilities: | | |
Right-of-use assets, net of amortization | 409,979 | | 441,786 | |
Accelerated depreciation and fixed asset basis differences | 113,469 | | 120,224 | |
Synthetic lease obligation | 38,464 | | 38,582 | |
Deferred gain on like-kind exchange | 13,930 | | 14,476 | |
Lease construction reimbursements | 11,368 | | 8,333 | |
Prepaid expenses | 5,548 | | 5,143 | |
Workers’ compensation and other insurance reserves | 4,067 | | 4,493 | |
Other | 9,638 | | 6,639 | |
Total deferred tax liabilities | 606,463 | | 639,676 | |
Net deferred tax assets (liabilities) | $ | 56,301 | | $ | (10,440) | |
Our deferred tax assets and deferred tax liabilities, netted by tax jurisdiction, are summarized in the table below:
| | | | | | | | |
(In thousands) | January 28, 2023 | January 29, 2022 |
U.S. Federal | $ | 35,640 | | $ | (21,413) | |
U.S. State and local | 20,661 | | 10,973 | |
Net deferred tax assets (liabilities) | $ | 56,301 | | $ | (10,440) | |
We have the following income tax loss and credit carryforwards at January 28, 2023 (amounts are shown net of tax excluding the federal income tax effect of the state and local items):
| | | | | | | | | | | | | | |
(In thousands) | | | | |
U.S. Federal: | | | | |
Federal net operating loss carryforward | $ | 45,590 | | Indefinite carryforward |
Other carryforwards | 4,867 | | Predominately indefinite carryforward |
Employment tax credits | 3,807 | | Carryback to 2021, remainder expires 2024 |
Total U.S. Federal | 54,264 | | |
U.S. State and local: | | | | |
State and local net operating loss carryforwards | 10,073 | | Various carryforward periods ranging from 5 to 20 years including some jurisdictions with no expirations |
California enterprise zone credits | 2,769 | | Predominately expires fiscal year 2023 |
Other state credits | 131 | | Expires fiscal years through 2026 |
Total U.S. State and local | 12,973 | | | | |
Total net operating losses, tax credits, and other carryforwards | $ | 67,237 | | | | |
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits for 2022, 2021, and 2020:
| | | | | | | | | | | |
(In thousands) | 2022 | 2021 | 2020 |
Unrecognized tax benefits - beginning of year | $ | 9,862 | | $ | 9,465 | | $ | 10,760 | |
Gross increases - tax positions in current year | 357 | | 410 | | 728 | |
Gross increases - tax positions in prior period | 424 | | 1,864 | | 745 | |
Gross decreases - tax positions in prior period | (1,555) | | (1,039) | | (1,871) | |
Settlements | (333) | | (125) | | (20) | |
Lapse of statute of limitations | (1,222) | | (713) | | (877) | |
Unrecognized tax benefits - end of year | $ | 7,533 | | $ | 9,862 | | $ | 9,465 | |
At the end of 2022 and 2021, the total amount of unrecognized tax benefits that, if recognized, would affect the effective income tax rate is $4.9 million and $7.2 million, respectively, after considering the federal tax benefit of state and local income taxes of $1.1 million and $1.5 million, respectively. Unrecognized tax benefits of $1.6 million and $1.3 million in 2022 and 2021, respectively, relate to tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. The uncertain timing items could result in the acceleration of the payment of cash to the taxing authority to an earlier period.
We recognized an expense (benefit) associated with interest and penalties on unrecognized tax benefits of approximately $(0.8) million, $(1.1) million, and $(0.4) million during 2022, 2021, and 2020, respectively, as a component of income tax expense. The amount of accrued interest and penalties recognized in the accompanying consolidated balance sheets at January 28, 2023 and January 29, 2022 was $1.8 million and $2.8 million, respectively.
We are subject to U.S. federal income tax, and income tax of multiple state and local jurisdictions. The statute of limitations for assessments on our federal income tax returns for periods prior to 2019 has lapsed. In addition, the state income tax returns filed by us are subject to examination generally for periods beginning with 2018, although state income tax carryforward attributes generated prior to 2018 and non-filing positions may still be adjusted upon examination. We have various state returns in the process of examination or administrative appeal.
We have estimated the reasonably possible expected net change in unrecognized tax benefits through February 3, 2024, based on expected cash and noncash settlements or payments of uncertain tax positions and 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 $2.0 million. Actual results may differ materially from this estimate.
NOTE 8 – COMMITMENTS, CONTINGENCIES AND LEGAL PROCEEDINGS
California Wage and Hour Matters
We currently are defending several wage and hour matters in California. The cases were brought by various current and/or former California associates alleging various violations of California wage and hour laws. We have settled and/or reached settlement agreements, including final approval by the courts, in each wage and hour class action that was pending against the Company. During the fourth quarter of 2022, we determined a loss from the wage and hour matters was probable and we increased our accrual for litigation by recording an additional $1.0 million charge as our best estimate for these matters in aggregate. Our remaining accrual for California wage and hour matters was $2.2 million at January 28, 2023. We intend to defend ourselves vigorously against the allegations levied in the remaining individual and representative lawsuits.
Other Matters
We are involved in other legal actions and claims arising in the ordinary course of business. We currently believe that each such action and claim will be resolved without a material effect on our financial condition, results of operations, or liquidity. However, litigation involves an element of uncertainty. Future developments could cause these actions or claims to have a material effect on our financial condition, results of operations, and liquidity.
We are self-insured for certain losses relating to property, general liability, workers’ compensation, and employee medical, dental, and prescription drug benefit claims, a portion of which is paid by employees, and we have purchased stop-loss coverage in order to limit significant exposure in these areas. Accrued insurance liabilities are actuarially determined based on claims filed and estimates of claims incurred but not reported. We use letters of credit, which amounted to $32.0 million at January 28, 2023, as collateral to back certain of our self-insured losses with our claims administrators.
At January 28, 2023, our noncancellable commitments were immaterial.
NOTE 9 - GAIN ON SALE OF DISTRIBUTION CENTER & OTHER REAL ESTATE
In the second quarter of 2020, we completed sale and leaseback transactions for our distribution centers located in: Columbus, OH; Durant, OK; Montgomery, AL; and Tremont, PA. The aggregate sale price for the transactions was $725.0 million. Due to sale-leaseback accounting requirements, the proceeds received in the transactions were allocated between proceeds on the sale of the distribution centers and financing proceeds. Accordingly, aggregate net proceeds, before income taxes, on the sales of the distribution centers were $586.9 million and the aggregate gain on the sales was $463.1 million. Additionally, we incurred $4.0 million of additional selling and administrative expenses in connection with the transaction, which primarily consisted of consulting services. The remainder of consideration received was financing liability proceeds of $134.0 million. The current portion of the financing liability was recorded in accrued operating expenses in our consolidated balance sheets. The noncurrent portion of the financing liability was recorded in other liabilities in our consolidated balance sheets. Interest expense will be recognized on the financing liability using the effective interest method and the financing liability will be accreted over the duration of the lease agreements. Future payments to the buyer-lessor will be allocated between the financing liability and the lease liabilities. See Note 4 to the accompanying consolidated financial statements for information on the lease agreements.
In the fourth quarter of 2022, we completed the sale of 20 owned store locations and one unoccupied land parcel with an aggregate net book value of $29.4 million. The net cash proceeds on these sales of real estate was $47.8 million and resulted in a gain of $18.6 million on sale of real estate. We incurred $1.8 million of additional selling and administrative expenses in connection with the sale, which primarily consisted of consulting services and employee related costs. Additionally, as part of the sale of real estate, two leased locations were terminated at no additional costs resulting in a gain on extinguishment of lease liabilities of $1.9 million, which was included in the gain on sale of real estate after related expenses and recorded within selling and administrative expenses in our consolidated statements of operations and comprehensive income. The extinguishment of these lease liabilities resulted in non-cash consideration of $5.9 million related to cancellation of future cash payments of these lease liabilities. See Note 4 to the accompanying consolidated financial statements for information on these lease cancellations and Note 2 for information on the sale of real estate.
We also incurred a $1.7 million charge of accelerated depreciation expense in connection with the sale of real estate resulting from the disposal of fixtures and equipment at these stores related to the real estate. This charge was recorded within depreciation expense in our consolidated statements of operations and comprehensive income. See Note 2 to the accompanying consolidated financial statements for information on the disposal of fixtures and equipment as the result of the sale of real estate.
NOTE 10 – 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; 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; and case goods 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.
In 2021 we realigned our merchandise categories and renamed our Electronics, Toys, & Accessories merchandise category as Apparel, Electronics, & Other. See the reclassifications section of Note 1 to the consolidated financial statements for further discussion.
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.
The following table presents net sales data by merchandise category:
| | | | | | | | | | | | | | | | | | | | |
(In thousands) | | 2022 | | 2021 | | 2020 |
Furniture | | $ | 1,279,346 | | | $ | 1,684,393 | | | $ | 1,736,932 | |
Seasonal | | 961,446 | | | 954,165 | | | 815,378 | |
Food | | 736,120 | | | 746,415 | | | 823,420 | |
Soft Home | | 677,633 | | | 822,559 | | | 887,743 | |
Consumables | | 629,161 | | | 665,732 | | | 737,630 | |
Hard Home | | 594,343 | | | 675,041 | | | 700,186 | |
Apparel, Electronics, & Other | | 590,280 | | | 602,298 | | | 497,897 | |
Net sales | | $ | 5,468,329 | | | $ | 6,150,603 | | | $ | 6,199,186 | |
NOTE 11 – SUBSEQUENT EVENT
On March 15, 2023, the Company, Bankers Commercial Corporation (“Lessor”), the rent assignees parties thereto (“Rent Assignees” and, together with Lessor, “Participants”), MUFG Bank, Ltd., as collateral agent for the Rent Assignees (in such capacity, “Collateral Agent”), and MUFG Bank, Ltd., as administrative agent for the Participants, entered into a Participation Agreement (the “Participation Agreement”), pursuant to which the Participants funded $100 million to Wachovia Service Corporation (“Prior Lessor”) to finance Lessor’s purchase of the land and building related to our Apple Valley, CA distribution center (“Leased Property”) from the Prior Lessor.
Also on March 15, 2023, we entered into a Lease Agreement and supplement to the Lease Agreement (collectively, the “Lease” and together with the Participation Agreement and related agreements, the “2023 Synthetic Lease”) pursuant to which the Lessor will lease the Leased Property to the Company for an initial term of 60 months. The Lease may be extended for up to an additional five years, in one-year or longer annual periods, with each renewal subject to approval by the Participants. The 2023 Synthetic Lease requires the Company to pay basic rent on the scheduled payment dates in arrears in an amount equal to (a) a per annum rate equal to Term SOFR for the applicable payment period plus a 10 basis point spread adjustment plus an applicable margin equal to 250 basis points multiplied by (b) the portion of the lease balance not constituting the investment by Lessor in the Leased Property. In addition to basic rent, the Company must pay all costs and expenses associated with the use or occupancy of the Leased Property, including without limitation, maintenance, insurance and certain indemnity payments. The Company will also be responsible for break-funding costs, annual lease administration fees and increased costs. The 2023 Synthetic Lease is expected to be an operating lease.
Concurrently with Lessor’s purchase of the Lease 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 approximately $53.4 million of the outstanding lease balance to Prior Lessor as an in-substance residual value guarantee 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 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.