form8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event
reported): December 4, 2009
BIG
LOTS, INC.
(Exact
name of registrant as specified in its charter)
|
Ohio
|
1-8897
|
06-1119097
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
300
Phillipi Road, Columbus, Ohio 43228
(Address
of principal executive offices) (Zip Code)
(614)
278-6800
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.02 Results of Operations and Financial Condition.
On
December 4, 2009, Big Lots, Inc. (“we,” “us” or “our”) issued a press release
and conducted a conference call, both of which reported our third quarter and
year-to-date fiscal 2009 unaudited results, updated guidance for our fourth
quarter and full year fiscal 2009, and announced that our Board of Directors
authorized the repurchase of up to $150.0 million of our common
shares.
The press
release and conference call both included “non-GAAP financial measures” as that
term is defined by Rule 101 of Regulation G (17 CFR Part 244) and Item 10 of
Regulation S-K (17 CFR Part 229). Specifically, the following
non-GAAP financial measures were included: (i) adjusted operating profit; (ii)
adjusted operating profit rate; (iii) adjusted income tax expense; (iv) adjusted
effective income tax rate; (v) adjusted income from continuing operations; (vi)
adjusted net income; (vii) adjusted diluted earnings per common share from
continuing operations; and (viii) adjusted diluted earnings per common
share.
These
non-GAAP financial measures exclude from the most directly comparable financial
measures calculated and presented in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) $0.10 per diluted
common share related to the net gain on the sale of real estate that was
recognized in the third quarter of fiscal 2009. As required by Rule
100 of Regulation G and Item 10 of Regulation S-K, the press release, which was
posted in the Investor Relations section of our website and referred to during
the conference call, contained a presentation of the most directly comparable
financial measures calculated and presented in accordance with GAAP and a
reconciliation of the differences between the non-GAAP financial measures and
the most directly comparable financial measures calculated and presented in
accordance with GAAP.
Our
management believes that the disclosure of these non-GAAP financial measures
provides useful information to investors because the non-GAAP financial measures
present an alternative and more relevant method for measuring our operating
performance, excluding special items included in the most directly comparable
GAAP financial measures, that our management believes is more indicative of our
ongoing operating results and financial condition. Our management
uses these non-GAAP financial measures, along with the most directly comparable
GAAP financial measures, in evaluating our operating performance.
Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in accordance with
GAAP. Non-GAAP financial measures as reported by us may not be
comparable to similarly titled items reported by other companies.
Attached
as exhibits to this Form 8-K are copies of our December 4, 2009 press release
(Exhibit 99.1) and the transcript of our December 4, 2009 conference call
(Exhibit 99.2), including information concerning forward-looking statements and
factors that may affect our future results. The information in
Exhibits 99.1 and 99.2 is being furnished, not filed, pursuant to Item 2.02 of
this Form 8-K. By furnishing the information in this Form 8-K and the
attached exhibits, we are making no admission as to the materiality of any
information in this Form 8-K or the exhibits.
Item
8.01 Other Events.
As
discussed above, on December 4, 2009, we announced that our Board of Directors
authorized the repurchase of up to $150.0 million of our common
shares. The repurchase program commences immediately and will
continue until exhausted. We expect the purchases to be made from
time to time in the open market and/or in privately negotiated transactions at
our discretion, subject to market conditions and other
factors. Common shares acquired through the repurchase program will
be available to meet obligations under equity compensation plans and for general
corporate purposes.
Item
9.01 Financial Statements and Exhibits.
Exhibits
marked with an asterisk (*) are filed herewith.
|
|
|
Big
Lots, Inc. press release dated December 4,
2009.
|
|
|
|
Big
Lots, Inc. conference call transcript dated December 4,
2009.
|
Signature
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
|
BIG
LOTS, INC.
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: December
10, 2009
|
By:
|
/s/ Charles W. Haubiel II
|
|
|
|
|
Charles
W. Haubiel II
|
|
|
|
|
Senior
Vice President, Legal and Real Estate,
|
|
|
|
|
General
Counsel and Corporate Secretary
|
|