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): March 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 March
4, 2009, Big Lots, Inc. (“we,” “us” or “our”) issued a press release and
conducted a conference call, both of which reported our fourth quarter and
fiscal 2008 unaudited results and provided guidance for fiscal
2009. 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 selling and administrative expenses; (ii) adjusted
operating profit; (iii) adjusted income from continuing operations before income
taxes; (iv) adjusted income tax expense; (v) adjusted income from continuing
operations; (vi) adjusted net income; and (vii) adjusted earnings per common
share – basic and diluted – for continuing operations and net
income.
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”): (i) net income of
$3.1 million, or $0.04 per diluted common share, recognized in the fourth
quarter of fiscal 2007 related to proceeds from the bankruptcy trust settlement
of KB Toys’ 2004 bankruptcy; and (ii) net income of $6.1 million, or $0.06 per
diluted common share, recognized during fiscal 2007 related to proceeds from
insurance claims filed as a result of hurricanes occurring in 2005 and proceeds
from the bankruptcy trust settlement of KB Toys’ 2004 bankruptcy. 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
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 March 4, 2009 press release
(Exhibit 99.1) and the transcript of our March 4, 2009 conference call (Exhibit
99.2), including information concerning forward-looking statements and factors
that may affect our future results. The information in the exhibits
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 exhibits,
we are making no admission as to the materiality of any information in this Form
8-K or the exhibits.
Item
5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(e) On
March 4, 2009, upon the recommendation of the Compensation Committee
(“Committee”) of our Board of Directors, the independent, non-management members
of our Board of Directors (“outside directors”) took the following actions with
respect to the compensation for our principal executive officer, principal
financial officer and the other executive officers included as named executive
officers in our 2008 proxy statement (collectively, the “named executive
officers”): (i) maintained the named executive officers’ salaries for fiscal
2009 at their fiscal 2008 levels; (ii) approved fiscal 2009 bonus opportunities
under the Big Lots 2006 Bonus Plan (“2006 Bonus Plan”); and (iii) approved
non-qualified stock option awards and restricted stock awards under the Big Lots
2005 Long-Term Incentive Plan (“2005 Incentive Plan”).
The
outside directors approved the financial measure and corporate performance
amounts that dictate whether a bonus is earned for fiscal 2009 under the 2006
Bonus Plan. The financial measure adopted for fiscal 2009 bonus
determinations is our operating profit, as adjusted to remove the effect of
equitable adjustments set forth in, and subject to the other terms of, the 2006
Bonus Plan. The corporate performance amounts were derived from the
fiscal 2009 corporate operating plan established by our Board of
Directors. As recommended by the Committee, the outside directors
maintained at their fiscal 2008 levels the named executive officers’ bonus
payout percentages for fiscal 2009. The 2006 Bonus Plan is
incorporated herein by reference as Exhibit 10.1.
In
addition, the outside directors approved the form and size of equity awards to
be granted to each named executive officer on March 6, 2009 pursuant to the 2005
Incentive Plan. The outside directors established the grant date in
order to allow the market to absorb and react to our release of material
non-public information on March 4, 2009, and to avoid any suggestion that the
Board of Directors, the Committee or any employee manipulated the terms of the
equity awards. The following table sets forth the equity awards
granted to the named executive officers on March 6, 2009.
|
Name
|
|
Common
Shares Underlying
Stock Option Award
|
|
|
Common
Shares Underlying
Restricted Stock Award
|
|
|
Mr.
Fishman
|
|
|
330,000 |
|
|
|
200,000 |
|
|
Mr.
Cooper
|
|
|
48,750 |
|
|
|
20,000 |
|
|
Mr.
Waite
|
|
|
37,500 |
|
|
|
15,000 |
|
|
Mr.
Martin
|
|
|
37,500 |
|
|
|
15,000 |
|
|
Ms.
Bachmann
|
|
|
48,750 |
|
|
|
20,000 |
|
The 2005
Incentive Plan is incorporated herein by reference as Exhibit
10.2. The non-qualified stock option awards are evidenced by the Big
Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award Agreement,
the form of which is filed herewith as Exhibit 10.3. The restricted
stock awards are evidenced by the Big Lots 2005 Long-Term Incentive Plan
Restricted Stock Award Agreement, the form of which is filed herewith as Exhibit
10.4.
Item
9.01 Financial Statements and Exhibits.
Exhibits
marked with an asterisk (*) are filed herewith.
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
10.1
|
|
Big
Lots 2006 Bonus Plan, as amended and restated effective December 5, 2008
(incorporated herein by reference to Exhibit 10.10 to our Form 10-Q for
the quarter ended November 1, 2008).
|
|
|
|
|
|
10.2
|
|
Big
Lots 2005 Long-Term Incentive Plan, as amended and restated effective May
29, 2008 (incorporated herein by reference to Exhibit 10.1 to our Form 8-K
dated May 29, 2008).
|
|
|
|
|
|
|
|
Form
of Big Lots 2005 Long-Term Incentive Plan Non-Qualified Stock Option Award
Agreement.
|
|
|
|
|
|
|
|
Form
of Big Lots 2005 Long-Term Incentive Plan Restricted Stock Award
Agreement.
|
|
|
|
|
|
|
|
Big
Lots, Inc. press release dated March 4, 2009.
|
|
|
|
|
|
|
|
Big
Lots, Inc. conference call transcript dated March 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.
|
|
|
|
|
|
|
|
|
|
Dated: March
10, 2009
|
By:
|
/s/ Charles W. Haubiel
II
|
|
|
|
Charles
W. Haubiel II
|
|
|
|
Senior
Vice President, Legal and Real Estate,
|
|
|
|
General
Counsel and Corporate
Secretary
|