SEC Info - BJ’s Wholesale Club Holdings, Inc.

Net sales

i 18,918,435

i 16,306,365

i 15,096,913

Membership fee income

i 396,730

i 360,937

i 333,104

Total revenues

i 19,315,165

i 16,667,302

i 15,430,017

Cost of sales

i 15,883,677

i 13,588,612

i 12,451,061

Selling, general and administrative expenses

i 2,668,569

i 2,446,465

i 2,326,755

Pre-opening expense

i 24,933

i 14,902

i 9,809

Operating income

i 737,986

i 617,323

i 642,392

Interest expense, net

i 47,462

i 59,444

i 84,385

Income from continuing operations before income taxes

i 690,524

i 557,879

i 558,007

Provision for income taxes

i 176,262

i 131,119

i 136,825

Income from continuing operations

i 514,262

i 426,760

i 421,182

Loss from discontinued operations, net of income taxes

( i 1,085)

( i 108)

( i 152)

Net income

i 513,177

i 426,652

i 421,030

Income per share attributable to common stockholders—basic:

Income from continuing operations

i 3.84

i 3.15

i 3.09

Loss from discontinued operations

( i 0.01)

i —

Net income

i 3.83

i 3.15

i 3.09

Income per share attributable to common stockholders—diluted:

Income from continuing operations

i 3.77

i 3.09

i 3.03

Loss from discontinued operations

( i 0.01)

i —

Net income

i 3.76

i 3.09

i 3.03

Weighted-average number of shares outstanding:

Basic

i 134,017

i 135,386

i 136,111

Diluted

i 136,473

i 138,045

i 138,876

Other comprehensive income:

Postretirement medical plan adjustment, net of income tax (benefit) expense of $ i 26, $( i 43) and $( i 12), respectively

i 78

( i 110)

( i 33)

Amounts reclassified from accumulated other comprehensive income, net of tax

( i 421)

i 9,526

i 6,081

Unrealized gain on cash flow hedge, net of income tax of $ i 229, $ i 4,827 and $ i 4, respectively

i 588

i 12,417

i 10

Total other comprehensive income

i 245

i 21,833

i 6,058

Total comprehensive income

i 513,422

i 448,485

i 427,088

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Amount in thousands)

Common Stock

Additional
Paid-in
Capital

Retained Earnings (Accumulated Deficit)

Accumulated
Other
Comprehensive
Income (Loss)

Treasury Stock

Total
Stockholders’
Equity
(Deficit)

Amount

Balance, February 1, 2020

i 140,723

i 1,407

i 773,618

( i 716,369)

( i 26,586)

( i 3,425)

( i 86,414)

( i 54,344)

Net income

—

i 421,030

—

i 421,030

Postretirement medical plan adjustment, net of tax

—

( i 33)

—

( i 33)

Unrealized gain on cash flow hedge, net of tax

—

i 10

—

i 10

Amounts reclassified from accumulated other comprehensive income, net of tax

—

i 6,081

—

i 6,081

Dividends paid

—

( i 25)

—

( i 25)

Common stock issued under stock incentive plans

i 2,598

i 26

( i 26)

—

i —

Common stock issued under ESPP

i 107

i 1

i 2,675

—

i 2,676

Stock-based compensation expense

—

i 32,150

—

i 32,150

Net cash received from stock option exercises

—

i 17,985

—

i 17,985

Acquisition of treasury stock

—

( i 2,811)

( i 106,203)

Balance, January 30, 2021

i 143,428

i 1,434

i 826,377

( i 295,339)

( i 20,528)

( i 6,236)

( i 192,617)

i 319,327

Net income

—

i 426,652

i —

—

i 426,652

Postretirement medical plan adjustment, net of tax

—

( i 110)

—

( i 110)

Unrealized gain on cash flow hedge, net of tax

—

i 12,417

—

i 12,417

Amounts reclassified from accumulated other comprehensive income, net of tax

—

i 9,526

—

i 9,526

Dividends paid

—

( i 25)

—

( i 25)

Common stock issued under stock incentive plans

i 1,915

i 19

( i 19)

—

i —

Common stock issued under ESPP

i 108

i 1

i 3,821

—

i 3,822

Stock-based compensation expense

—

i 53,837

—

i 53,837

Net cash received from stock option exercises

—

i 18,713

—

i 18,713

Acquisition of treasury stock

—

( i 3,709)

( i 196,051)

Balance, January 29, 2022

i 145,451

i 1,454

i 902,704

i 131,313

i 1,305

( i 9,945)

( i 388,668)

i 648,108

Net income

—

i 513,177

i —

—

i 513,177

Postretirement medical plan adjustment, net of tax

—

i 78

—

i 78

Unrealized gain on cash flow hedge, net of tax

—

i 588

—

i 588

Amounts reclassified from accumulated other comprehensive income, net of tax

—

( i 421)

—

( i 421)

Dividends paid

—

( i 25)

—

( i 25)

Common stock issued under stock incentive plans

i 806

i 8

( i 8)

—

i —

Common stock issued under ESPP

i 90

i 1

i 4,829

—

i 4,830

Stock-based compensation expense

—

i 42,617

—

i 42,617

Net cash received from stock option exercises

—

i 8,438

—

i 8,438

Acquisition of treasury stock

—

( i 2,499)

( i 170,553)

Balance, January 28, 2023

i 146,347

i 1,463

i 958,555

i 644,490

i 1,550

( i 12,444)

( i 559,221)

i 1,046,837

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Fiscal Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

i 513,177

i 426,652

i 421,030

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

i 200,934

i 180,548

i 167,454

Amortization of debt issuance costs and accretion of original issue discount

i 2,765

i 3,387

i 4,362

Debt extinguishment and refinancing charges

i 3,256

i 657

i 4,077

Stock-based compensation expense

i 42,617

i 53,837

i 32,150

Deferred income tax benefit

( i 1,938)

( i 507)

( i 9,197)

Changes in operating leases and other non-cash items

i 27,730

i 9,226

i 9,389

Increase (decrease) in cash due to changes in:

Accounts receivable

( i 60,967)

( i 1,232)

i 33,634

Merchandise inventories

( i 47,544)

( i 37,240)

( i 124,193)

Prepaid expenses and other current assets

i 4,135

( i 9,953)

( i 3,496)

Other assets

( i 6,580)

( i 4,301)

( i 1,682)

Accounts payable

i 82,914

i 124,709

i 201,663

Accrued expenses and other current liabilities

i 4,784

i 81,419

i 97,690

Other non-current liabilities

i 22,882

i 4,453

i 35,665

Net cash provided by operating activities

i 788,165

i 831,655

i 868,546

CASH FLOWS FROM INVESTING ACTIVITIES

Additions to property and equipment, net of disposals

( i 397,803)

( i 323,591)

( i 218,333)

Proceeds from sale leaseback transactions

i 27,266

i 19,080

i 25,893

Acquisitions

( i 376,521)

i —

Net cash used in investing activities

( i 747,058)

( i 304,511)

( i 192,440)

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from the issuance of long-term debt

i 67,610

i —

Payments on long-term debt

( i 50,000)

i —

( i 3,297)

Payments on First Lien Term Loan

( i 320,655)

( i 100,000)

( i 510,000)

Proceeds from revolving lines of credit

i 1,402,000

i —

i 996,000

Payments on revolving lines of credit

( i 997,000)

( i 260,000)

( i 1,064,000)

Debt issuance costs paid

( i 4,783)

i —

Dividends paid

( i 25)

Net cash received from stock option exercises

i 8,438

i 18,713

i 17,985

Net cash received from Employee Stock Purchase Program (ESPP)

i 4,830

i 3,822

i 2,676

Acquisition of treasury stock

( i 172,288)

( i 194,316)

( i 106,203)

Proceeds from financing obligations

i 15,388

i 7,692

i 5,056

Other financing activities

( i 6,143)

( i 1,112)

( i 984)

Net cash used in financing activities

( i 52,628)

( i 525,226)

( i 662,792)

Net (decrease) increase in cash and cash equivalents

( i 11,521)

i 1,918

i 13,314

Cash and cash equivalents, beginning of period

i 45,436

i 43,518

i 30,204

Cash and cash equivalents, end of period

i 33,915

i 45,436

i 43,518

Supplemental cash flow information:

Interest paid

i 36,600

i 45,148

i 65,274

Income taxes paid

i 179,325

i 117,567

i 154,668

Non-cash financing and investing activities:

Property additions included in accrued expenses

i 37,629

i 29,640

i 13,131

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

BJ’S WHOLESALE CLUB HOLDINGS, INC.

NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS

1. i Description of Business

BJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries (the "Company" or "BJ’s") is a leading warehouse club operator concentrated primarily in the eastern half of the United States. As of January 28, 2023, BJ’s operated i 235 warehouse clubs and i 164 gas stations in i 18 states.

BJ’s business is moderately seasonal in nature. Historically, the Company has realized a slightly higher portion of net sales, operating income, and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. The quarterly results have been, and will continue to be, affected by the timing of new club openings and their associated pre-opening expenses. As a result of these factors, the financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year.

Events and global business conditions such as inflation, the coronavirus ("COVID-19") pandemic, and the war in Ukraine have resulted in certain impacts to the global economy, including market disruptions, volatility in fuel costs, and supply chain challenges. Throughout fiscal year 2022, we continued to experience elevated supply chain costs, including increased commodity prices, logistics, and procurement costs. We expect these market disruptions and inflationary pressures to continue into fiscal year 2023.

On May 2, 2022, the Company closed the previously announced acquisition of the assets and operations of i four distribution centers and the related private transportation fleet from Burris Logistics, LLC. The Company financed the purchase price with a combination of available cash and borrowings under the ABL Facility. See Note 1 9, "Acquisitions" for additional information.

2. i Summary of Significant Accounting Policies

Basis of Presentation

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements include the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal year 2022 ("2022") consists of the 52 weeks ended January 28, 2023, fiscal year 2021 ("2021") consists of the 52 weeks ended January 29, 2022, and fiscal year 2020 ("2020") consists of the 52 weeks ended January 30, 2021.

Estimates Included in Financial Statements

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and stockholders’ equity, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates relied upon in preparing these consolidated financial statements are estimating workers’ compensation and general liability self-insurance reserves. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates.

Segment Reporting

The Company’s retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of the consolidated total revenues, and are the only reportable segment. All of the Company’s identifiable assets are located in the United States. The Company does not have significant sales outside the United States, nor does any customer represent more than 10% of total revenues for any period presented.

The following table summarizes the percentage of net sales by category:

Fiscal Year Ended

Grocery

i 67

i 71

i 77

General merchandise and services

i 12

i 14

Gasoline and other

i 21

i 15

i 9

/ i

Concentration Risk

The Company's clubs are primarily located in the eastern United States. Sales from the New York metropolitan area comprised approximately i 21%, i 23%, and i 25% of net sales in fiscal years 2022, 2021, and 2020, respectively.

Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions. The Company considers the credit risk associated with these financial instruments to be minimal. Cash is held by financial institutions with high credit ratings and the Company has not historically sustained any credit losses associated with its cash balances.

/ i

Cash and Cash Equivalents

Highly liquid investments with a maturity of three months or less at the time of purchase are considered to be cash equivalents. Book overdrafts not subject to offset with other accounts with the same financial institution are classified as accounts payable.

Accounts Receivable

Accounts receivable consists primarily of credit card receivables and receivables from vendors related to rebates and coupons and is stated net of allowances for credit losses of $ i 4.4 million and $ i 4.9 million at January 28, 2023 and January 29, 2022, respectively. The determination of the allowance for credit losses is based on BJ’s historical experience applied to an aging of accounts and a review of individual accounts with a known potential for write-off.

/ i

Merchandise Inventories

Inventories are stated at the lower of cost, determined under the average cost method, or net realizable value. The Company recognizes the write-down of slow-moving or obsolete inventory in cost of sales when such write-downs are probable and estimable. The Company writes down inventory for estimated shrinkage for the period between physical inventories based on historical results of previous physical inventories, shrinkage trends, or other judgments management believes to be reasonable under the circumstances.

Property and Equipment

Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Property and equipment which is not ready for its intended use is recorded as construction in progress. Buildings and improvements are depreciated over estimated useful lives of i 33 years. Interest related to the development of buildings is capitalized during the construction period. Leasehold costs and improvements are amortized over the shorter of the remaining lease term, which includes renewal periods that are reasonably assured, or the asset’s estimated useful life. Furniture, fixtures and equipment are depreciated over their estimated useful lives, ranging from three to i ten years. Depreciation expense was $ i 191.7 million, $ i 170.1 million, and $ i 155.6 million in fiscal years 2022, 2021, and 2020, respectively.

Certain costs incurred in connection with developing or obtaining computer software for internal use are capitalized. Capitalized software costs are included in furniture, fixtures, and equipment and are amortized on a straight-line basis over the estimated useful life of the software, which is generally i three years. Software costs not meeting the criteria for capitalization are expensed as incurred.

Expenditures for betterments and major improvements that significantly enhance the value and increase the estimated useful life of the assets are capitalized and depreciated over the new estimated useful life. Repairs and maintenance costs on all assets are expensed as incurred.

Deferred Issuance Costs

The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs related to the term loan are recorded as a direct deduction of the carrying amount of long-term debt, while debt issuance costs associated with the ABL Revolving Facility are recorded within other assets in the consolidated balance sheets. Debt issuance costs are amortized over the respective terms of the related financing arrangements on a straight-line basis, which is materially consistent with the effective interest method. Amortization of deferred debt issuance costs of $ i 1.7 million, $ i 2.2 million, $ i 2.5 million in fiscal years 2022, 2021, and 2020, respectively, included in interest expense, net in the consolidated statements of operations and comprehensive income.

/ i

Goodwill and Indefinite-Lived Intangible Assets

Goodwill and indefinite-lived trade name intangible assets are not subject to amortization. The Company assesses the recoverability of its goodwill and trade name annually in the fourth quarter or whenever events or changes in circumstances indicate it may be impaired. The Company has determined it has i one reporting unit for goodwill impairment testing purposes.

The Company may assess its goodwill for impairment initially using a qualitative approach ("step zero") to determine whether conditions exist to indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying value. If management concludes, based on its assessment of relevant events, facts and circumstances that it is more likely than not that a reporting unit’s carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. The Company may also elect to initially perform a quantitative analysis instead of starting with step zero. The quantitative assessment for goodwill requires comparing the carrying value of a reporting unit, including goodwill, to its fair value. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered to be impaired and no further testing is required. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recorded to write down goodwill to its implied fair value and is recorded as a component of selling, general and administrative expenses ("SG&A") in the consolidated statements of operations and comprehensive income. The Company assessed the recoverability of goodwill in fiscal years 2022, 2021 and 2020 and determined that there was i i i no / / impairment.

The Company assesses the recoverability of its trade name whenever there are indicators of impairment, or at least annually in the fourth quarter. If the recorded carrying value of the trade name exceeds its estimated fair value, the Company records a charge to write the intangible asset down to its estimated fair value as a component of SG&A. The Company assessed the recoverability of the BJ’s trade name and determined that its estimated fair value exceeded its carrying value and that i i i no / / impairment was necessary in fiscal years 2022, 2021 or 2020.

i Test for Recoverability of Long-Lived Assets

The Company reviews the realizability of long-lived assets periodically and whenever a triggering event occurs that indicates an impairment loss may have been incurred using fair value measurements with unobservable inputs (Level 3). Current and expected operating results and cash flows and other factors are considered in connection with management’s reviews. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows of individual clubs and consolidated net cash flows for long-lived assets not identifiable to individual clubs. Impairment losses are measured as the difference between the carrying amount and the estimated fair value of the assets being evaluated. In fiscal year 2022, the Company recorded a lease asset impairment charge of $ i 1.2 million included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income. The Company did i i no / t record impairment charges in fiscal years 2021 or 2020.

Asset Retirement Obligations

An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. The Company recognizes asset retirement obligations in the period in which they are placed in service, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized in leasehold improvements and depreciated over their useful lives. The Company’s asset retirement obligations relate to the future removal of gasoline tanks and solar panels installed at leased clubs and the related assets associated with the gas stations and solar panel locations. See Note 13 for further information on the amounts accrued.

Workers’ Compensation and General Liability Self-insurance Reserves

The Company is primarily self-insured for workers’ compensation, general liability claims, and auto liability claims. Amounts in excess of certain levels, which range from $ i 0.3 million to $ i 1.0 million per occurrence for workers' compensation

and general liability, and up to $ i 2.0 million per occurrence for auto liability, are insured as a risk reduction strategy to mitigate the impact of catastrophic losses on net income. Reported reserves for claims are derived from estimated ultimate costs based upon individual claim file reserves and estimates for incurred but not reported claims. The estimates are developed utilizing actuarial methods and are based on historical claims experience and other actuarial assumptions related to loss development factors. The inherent uncertainty of future loss projections could cause actual claims to differ from the Company's estimates. When historical losses are not a good measure of future liability, such as in the event of COVID-19, the Company bases its estimates of ultimate liability on its interpretation of current law, claims filed to date, and other relevant factors which are subject to change. Accruals for such claims, if any, are included in accrued expenses and other current liabilities and other non-current liabilities in the consolidated balance sheets.

Revenue Recognition - Performance Obligations

The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue as it satisfies a performance obligation by transferring control of the goods or services to the customer.

Net sales—The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Sales tax is recorded as a liability at the point of sale. Revenue is recorded at the point of sale based on the transaction price on the shelf sign, net of any applicable discounts, sales tax and expected refunds. For e-commerce sales, the Company recognizes sales when control of the merchandise is transferred to the customer, which is typically at the shipping point. i The following table summarizes the Company’s point of sale transactions at clubs and gas stations, excluding sales tax, as a percentage of both net sales and total revenues.

Fiscal Year Ended

Point of sale transactions, excluding sales tax, as a percent of net sales

i 92

i 93

i 95

Point of sale transactions, excluding sales tax, as a percent of total revenues

i 90

i 91

i 93

BJ’s Perks Rewards and My BJ’s Perks programs— The Company’s BJ’s Perks Rewards® membership program, which was in place in fiscal 2022, allowed participating members to earn i 2% cash back, up to a maximum of $ i 500 per year, on qualified purchases made at BJ’s. The Company also offered a co-branded credit card program, the My BJ’s Perks® program, which allows My BJ’s Perks® Mastercard credit card holders to earn up to i 5% cash back on eligible purchases made at BJ’s and up to i 2% cash back on purchases made with the card outside of BJ’s. Cash back is in the form of electronic awards issued in $ i 10 increments that may be used online or in-club at the register and expire six months from the date issued.

Earned awards may be redeemed on future purchases made at the Company. The Company recognizes revenue for earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or the Company’s website. The Company accounts for these transactions as multiple element arrangements and allocates the transaction price to separate performance obligations using their relative fair values. The Company includes the fair value of award dollars earned in deferred revenue at the time the award dollars are earned. This liability was $ i 34.7 million and $ i 30.3 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets.

Royalty revenue received in connection with the My BJ’s Perks co-brand credit card program is variable consideration and is considered deferred until the card holder makes a purchase. The Company’s total deferred royalty revenue related to the outstanding My BJ’s Perks credit card program was $ i 17.9 million and $ i 17.8 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets. The timing of revenue recognition of these awards is driven by actual customer activities, such as redemptions and expirations. At January 28, 2023, the Company expects to recognize $ i 17.9 million of the deferred revenue in fiscal year 2023.

In connection with the new co-brand credit card program, the Company has deferred approximately $ i 18.9 million for funds related to marketing and other integration costs in fiscal 2022. The Company expects to recognize approximately $ i 7.0 million in fiscal year 2023, which is included in accrued expenses and other current liabilities, and $ i 11.9 million thereafter, which is included in other non-current liabilities in the consolidated balance sheets.

Membership—The Company charges a membership fee to its customers, which allows customers to shop in the Company’s clubs, shop on the Company’s website and purchase gasoline at the Company’s gas stations for the duration of the

membership, which is generally i 12 months. As the Company has the obligation to provide access to its clubs, website, and gas stations for the duration of the membership term, the Company recognizes membership fees on a straight-line basis over the life of the membership. The Company’s deferred revenue related to membership fees was $ i 183.7 million and $ i 174.9 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets.

Gift Card Programs—The Company sells BJ’s gift cards that allow customers to redeem the card for future purchases equal to the amount of the original purchase price of the gift card. Revenue from gift card sales is recognized upon redemption of the gift card because the Company’s performance obligation to redeem the gift card for merchandise is satisfied when the gift card is redeemed. Deferred revenue related to gift cards was $ i 14.1 million and $ i 11.8 million at January 28, 2023 and January 29, 2022, respectively. The Company recognized revenue from gift card redemptions of approximately $ i 50.1 million in fiscal year 2022, and $ i i 39.7 / million in each of the fiscal years 2021 and 2020.

Warranty Programs

The Company passes on any manufacturers’ warranties to members. In addition, BJ’s includes an extended warranty on tires sold at the clubs, under which BJ’s customers receive tire repair services or tire replacement in certain circumstances. This warranty is included in the sale price of the tire and it cannot be declined by the customers. The Company is fully liable for claims under the tire warranty program. As the primary obligor in these arrangements, associated revenue is recognized on the date of sale and an estimated warranty obligation is accrued based on claims experience. The liability for future claims under this program is not material to the financial statements.

Extended warranties are also offered on certain types of products such as appliances, electronics and jewelry. These warranties are provided by a third party at fixed prices to BJ’s. No liability is retained to satisfy warranty claims under these arrangements. The Company is not the primary obligor under these warranties, and as such net revenue is recorded on these arrangements at the time of sale. Revenue from warranty sales is included in net sales in the consolidated statements of operations and comprehensive income.

Determine the Transaction Price

The transaction price is the amount of consideration the Company expects to receive under the arrangement. The Company is required to include estimated variable consideration, if any, in the determination of the transaction price. The Company may offer sales incentives to customers, including discounts. The Company has significant experience with return patterns and relies on this experience to estimate expected returns when determining the transaction price.

Returns and Refunds—The Company’s products are generally sold with a right of return and may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends, changes in sales volume and acceptance of the Company’s products when evaluating the adequacy of the sales returns allowance in any accounting period.

The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ i 6.1 million, $ i 6.7 million, and $ i 7.2 million in fiscal years 2022, 2021, and 2020, respectively.

Customer Discounts—Discounts given to customers are usually in the form of coupons and instant markdowns and are recognized as redeemed and recorded in contra-revenue accounts, as they are part of the transaction price of the merchandise sale. Manufacturer coupons that are available for redemption at all retailers are not reduced from the sale price of merchandise.

Agent Relationships

The Company enters into certain agreements with service providers that offer goods and services to the Company’s members. These service providers sell goods and services including home improvement services and cell phones to the Company’s customers. In exchange, the Company receives payments in the form of commissions and other fees. The Company evaluates the relevant criteria to determine whether they serve as the principal or agent in these contracts with customers, in determining whether it is appropriate in these arrangements to record the gross amount of merchandise sales and related costs, or the net amount earned as commissions. When the Company is considered the principal in a transaction, revenue is recorded gross; otherwise, revenue is recorded on a net basis. Commissions received from these service providers are considered variable consideration and are constrained until the third-party customer makes a purchase from one of the service providers.

Significant Judgments

Standalone Selling Prices—For arrangements that contain multiple performance obligations, the Company allocates the transaction price to each performance obligation on a relative standalone selling price basis.

Policy Elections

In addition to those previously disclosed, the Company made the following accounting policy elections and practical expedients:

Portfolio Approach—The Company uses the portfolio approach when multiple contracts or performance obligations are involved in the determination of revenue recognition.

Taxes—The Company excludes from the transaction price any taxes collected from customers that are remitted to taxing authorities.

Shipping and Handling Charges—Charges that are incurred before and after the customer obtains control of goods are deemed to be fulfillment costs.

Time Value of Money—The Company’s payment terms are less than one year from the transfer of goods. Therefore, the Company does not adjust promised amounts of consideration for the effects of the time value of money.

Disclosure of Remaining Performance Obligations—The Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts that are one year or less in term. Additionally, the Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations when the transaction price is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a good or service that forms part of a series of distinct goods or services.

Cost of Sales

The Company’s cost of sales includes the direct costs of sold merchandise, which includes customs, taxes, duties and inbound shipping costs, inventory shrinkage and adjustments and reserves for excess, aged and obsolete inventory. Cost of goods sold also includes certain distribution center costs and allocations of certain indirect costs, such as occupancy, depreciation, amortization, labor and benefits.

Presentation of Sales Tax Collected from Customers and Remitted to Governmental Authorities

In the ordinary course of business, sales tax is collected on items purchased by the members that are taxable in the jurisdictions when the purchases take place. These taxes are then remitted to the appropriate taxing authority. These taxes collected are excluded from revenues in the financial statements.

Vendor Rebates and Allowances

The Company receives various types of cash consideration from vendors, principally in the form of rebates, based on purchasing or selling certain volumes of product, time-based rebates or allowances, which may include product placement allowances or exclusivity arrangements covering a predetermined period of time, price protection rebates and allowances for retail price reductions on certain merchandise and salvage allowances for product that is damaged, defective or becomes out-of-date.

Such vendor rebates and allowances are recognized based on a systematic and rational allocation of the cash consideration offered to the underlying transaction that results in progress by BJ’s toward earning the rebates and allowances, provided the amounts to be earned are probable and reasonably estimable. Otherwise, rebates and allowances are recognized only when predetermined milestones are met. The Company recognizes product placement allowances as a reduction of cost of sales in the period in which the product placement is completed. Time-based rebates or allowances are recognized as a reduction of cost of sales over the performance period on a straight-line basis. All other vendor rebates and allowances are recognized as a reduction of cost of sales when the merchandise is sold or otherwise disposed.

Cash consideration is also received for advertising products in publications sent to BJ’s members. Such cash consideration is recognized as a reduction of SG&A to the extent it represents a reimbursement of specific, incremental and identifiable SG&A costs incurred by BJ’s to sell the vendors’ products. If the cash consideration exceeds the costs being reimbursed, the

excess is characterized as a reduction of cost of sales. Cash consideration for advertising vendors’ products is recognized in the period in which the advertising takes place.

Manufacturers’ Incentives Tendered by Consumers

Consideration from manufacturers’ incentives, such as rebates or coupons, is recorded gross in net sales when the incentive is generic and can be tendered by a consumer at any reseller and the Company receives direct reimbursement from the manufacturer, or clearinghouse authorized by the manufacturer, based on the face value of the incentive. If these conditions are not met, such consideration is recorded as a decrease in cost of sales.

Leases

In accordance with ASC 842, the Company determines if an arrangement is a lease at inception or modification of a contract and classifies each lease as either an operating or finance lease at commencement. Leases that are economically similar to the purchase of assets are generally classified as finance leases; otherwise, the leases are classified as operating leases. The Company only reassesses lease classification subsequent to commencement upon a change to the expected lease term or modification of the contract.

Right-of-use assets (“lease assets”) represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, which reflects options to extend or terminate the lease when it is reasonably certain those options will be exercised. Options to extend have varying rates and terms for each lease. Generally, the Company’s leases do not provide a readily determinable implicit rate, and therefore, the Company uses a collateralized incremental borrowing rate ("IBR") as of the lease commencement date to determine the present value of lease payments. The IBR is based on a yield curve that approximates the Company’s credit rating and market risk profile. The lease asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received.

Lease liabilities are accounted for using the effective interest method, regardless of classification, while the amortization of lease assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of a lease asset equal to the difference between lease expense and interest expense. Conversely, finance lease classification results in a front-loaded expense recognition pattern over the lease term, which amortizes a lease asset by recognizing interest expense and straight-line amortization expense as separate components of lease expense.

Certain of the Company’s lease agreements provide for lease payments based on future sales volumes at the leased locations, or include rental payments adjusted periodically based on inflation or an index, which are not measurable at lease commencement. The Company recognizes such variable amounts in the period incurred. For leases with lease payments based on future sales volumes, variable lease expense is recognized when it becomes probable that the specified sales target will be achieved. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to its leases, which are often variable lease payments. Such costs are presented as occupancy costs for finance and operating leases included in selling, general, and administrative expenses in the consolidated statement of operations and comprehensive income.

Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term.

Pre-opening Expenses

Pre-opening expenses consist of direct incremental costs of opening or relocating a facility and are expensed as incurred.

Advertising Costs

Advertising costs generally consist of efforts to acquire new members and typically include media advertising (some of which is vendor-funded). BJ’s expenses advertising as incurred as a component of SG&A. Advertising expenses were approximately i 0.6%, i 0.5% and i 0.6% of net sales in fiscal years 2022, 2021 and 2020, respectively.

Stock-based Compensation

The fair value of service-based employee awards is recognized as compensation expense on a straight-line basis over the requisite service period of the award. The fair value of the performance-based awards is recognized as compensation expense ratably over the service period of each performance tranche. The fair value of the stock-based option awards is determined using the Black-Scholes option pricing model. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility.

The Company’s common stock is listed on the NYSE and its value is determined by the market price on the NYSE. See Note 9 for additional description of the accounting for stock-based awards.

Earnings Per Share

Basic income per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Basic income from continuing operations per share is calculated by dividing income from continuing operations by the weighted-average number of shares of common stock outstanding for the period. Basic loss from discontinuing operations per share is calculated by dividing loss from discontinuing operations by the weighted-average number of shares of common stock outstanding for the period.

Diluted income per share is calculated by dividing net income available to common stockholders by the diluted weighted-average number of shares of common stock outstanding for the period. Diluted income from continuing operations per share is calculated by dividing income from continuing operations by the diluted weighted-average number of shares of common stock outstanding for the period. Diluted loss from discontinuing operations per share is calculated by dividing loss from discontinuing operations by the diluted weighted-average number of shares of common stock outstanding for the period.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies.

The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances and new information may require the Company to change the recognition and measurement estimates regarding individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur.

Any interest or penalties incurred related to unrecognized tax benefits are recorded as a component of the provision for income tax expense.

Derivative Financial Instruments

All derivatives are recognized as either assets or liabilities on the consolidated balance sheets and measurement of these instruments is at fair value. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income on the consolidated balance sheets and are recognized in the consolidated statements of operations when the hedged item affects earnings. Any portion of the change in fair value that is determined to be ineffective is immediately recognized in earnings as SG&A. Derivative gains or losses included in accumulated other comprehensive income are released into earnings at the time the hedged transaction occurs as a component of SG&A.

Fair Value of Financial Instruments

Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•Level 1 - Quoted market prices in active markets for identical assets or liabilities.

•Level 2 - Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data.

•Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

Comprehensive Income

Comprehensive income is a measure of net income and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the consolidated statements of stockholders’ equity and the consolidated statements of comprehensive income. Other comprehensive income consists of unrealized gains and losses from derivative instruments designated as cash flow hedges and postretirement medical plan adjustments.

Treasury Stock

The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares.

Recently Issued Accounting Pronouncements

No accounting pronouncements have been issued recently that are expected to impact the Company's consolidated financial statements.

Recently Adopted Accounting Pronouncements

The Company has not adopted any new accounting pronouncements that had a material impact on the Company’s consolidated financial statements.

3. i Related Party Transactions

One of the Company’s suppliers, Advantage Solutions Inc., was determined to be a related party of the Company through June 17, 2022 in fiscal year 2022 as well as in fiscal years 2021 and 2020. Advantage Solutions Inc. is a provider of in-club product demonstration and sampling services. Currently, the Company engages them from time to time to provide ancillary support services, including temporary club labor, as needed. The Company incurred approximately $ i 3.1 million, $ i 2.9 million, and $ i 13.5 million of costs payable to Advantage Solutions for services rendered during fiscal years 2022, 2021 and 2020, respectively. The demonstration and sampling service fees are fully funded by merchandise vendors who participate in the program.

4. i Leases

The Company has operating and finance leases for certain of the Company's clubs and transportation vehicles, and operating leases for certain distribution centers, stand-alone gas stations, and the Club Support Center.

The initial primary term of the Company’s operating leases ranges from i 1 to i 44 years, with most of these leases having an initial term of i 20 years. The initial primary term of the Company’s i four finance leases ranges from i 5 years to i 20 years, with most of these leases having an initial term of i 20 years.

The following table summarizes the Company’s finance and operating lease liabilities and lease assets as of January 28, 2023 and January 29, 2022 (in thousands):

Consolidated Balance Sheet Classification

Assets:

Operating lease assets

i 2,142,925

i 2,131,986

Operating lease right-of-use assets, net

Finance lease assets

i 33,679

i 19,283

Land and buildings

Less: finance lease amortization

( i 13,555)

( i 11,706)

Accumulated depreciation and amortization

Total lease assets

i 2,163,049

i 2,139,563

Liabilities:

Current:

Operating lease liabilities

i 177,233

i 141,453

Current portion of operating lease liabilities

Finance lease liabilities

i 1,629

i 1,266

Accrued expenses and other current liabilities

Long-term:

Operating lease liabilities

i 2,058,797

i 2,059,760

Long-term operating lease liabilities

Finance lease liabilities

i 18,832

i 14,816

Other non-current liabilities

Total lease liabilities

i 2,256,491

i 2,217,295

In fiscal year 2022, the Company recorded a lease asset impairment charge of $ i 1.2 million included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income. There were i i no / impairments of lease assets in fiscal years 2021 or 2020.

The following table is a summary of the components of net lease costs for fiscal years 2022, 2021, and 2020 (in thousands):

Fiscal Year Ended

Finance lease cost:

Amortization of lease assets(a)

i 1,849

i 1,128

i 564

Interest on lease liabilities(b)

i 2,745

i 4,022

i 3,965

Total finance lease costs

i 4,594

i 5,150

i 4,529

Operating lease cost(a)

i 357,284

i 336,094

i 327,325

Variable lease cost(a)

i 10,129

i 85

i 230

Sublease income(a)

( i 3,973)

( i 980)

( i 251)

Net lease costs

i 368,034

i 340,349

i 331,833

(a) Amortization of finance lease assets, operating lease cost, variable lease cost, and sublease income are primarily included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive income. Variable lease cost for fiscal year 2022 includes $ i 4.8 million of costs incurred to purchase assets deemed to be owned by the lessor of the Company’s Club Support Center and increases in rental payments based on an index.

(b) Interest recognized on finance lease liabilities is included in interest expense, net in the consolidated statements of operations and comprehensive income.

The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of January 28, 2023 and January 29, 2022 were as follows:


	January 28, 2023		January 29, 2022
Weighted-average remaining lease term (in years) - operating leases	i 10.4		i 8.9
Weighted-average remaining lease term (in years) - finance leases	i 10.8		i 11.2
Weighted-average discount rate - operating leases	i 7.8	%	i 7.8	%
Weighted-average discount rate - finance leases	i 7.9	%	i 7.7	%

Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands):

Fiscal Year Ended

Operating cash flows paid for operating leases

i 350,234

i 325,941

i 317,997

Operating cash flows paid for interest portion of finance leases

i 2,745

i 4,022

i 3,965

Financing cash flows paid for principal portion of finance leases

i 1,343

i 1,112

i 984

Supplemental cash flow information related to lease assets and lease liabilities were as follows (in thousands):

Fiscal Year Ended

Operating lease liabilities arising from obtaining right-of-use assets

i 220,547

i 261,228

i 154,714

Financing lease liabilities arising from obtaining right-of-use assets

i 7,443

i —

Financing obligations arising from failed sale-leasebacks

i 3,487

i 666

i —

Future lease commitments to be paid by the Company as of January 28, 2023 were as follows (in thousands):


Fiscal Year	Operating Leases		Finance Leases
2023	$	i 346,716	$	i 4,244
2024	i 339,850		i 4,244
2025	i 322,088		i 4,571
2026	i 309,041		i 4,601
2027	i 287,532		i 2,920
Thereafter	i 1,655,928		i 17,007
Total future minimum lease payments	i 3,261,155		i 37,587
Less: imputed interest	( i 1,025,125)		( i 17,126)
Present value of lease liabilities	$	i 2,236,030	$	i 20,461

As of January 28, 2023, the Company had certain executed real estate, gas station, and transportation vehicle leases that have not yet commenced and therefore are not reflected in the tables above. These leases are expected to commence primarily in fiscal year 2023 with lease terms ranging from i 4 years to i 25 years. We estimate future lease commitments for these leases to be approximately $ i 267.8 million.

5. i Debt and Credit Arrangements

Debt consisted of the following at January 28, 2023 and January 29, 2022 (in thousands):


	January 28, 2023		January 29, 2022
ABL Revolving Facility	$	i 405,000	$	i —
ABL Facility	i —		i 50,000
First Lien Term Loan	i 450,000		i 701,920
Unamortized original issue discount and debt issuance costs	( i 2,120)		( i 3,352)
Less: Short-term debt	( i 405,000)		i —
Long-term debt	$	i 447,880	$	i 748,568

ABL Revolving Facility

On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $ i 1.2 billion pursuant to that certain credit agreement (the "Credit Agreement") with Bank of America, N.A., as administrative agent and collateral agent, and the other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027. In connection with this transaction, the Company extinguished the ABL Facility.

Revolving loans under the ABL Revolving Facility are available in an aggregate amount equal to the lesser of the aggregate ABL Revolving Commitment or a borrowing base based on the value of certain inventory, accounts and credit card receivables, subject to specified advance rebates and reserves as set forth in the Credit Agreement. Indebtedness under the ABL Revolving Facility is secured by substantially all of the assets (other than real estate) of the Company and its subsidiaries, subject to customary exceptions. As amended, interest on the ABL Revolving Facility is calculated either at the Secured Overnight Financing Rate ("SOFR") plus a range of i 100 to i 125 basis points or a base rate plus i 0 to i 25 basis points, based on excess availability. The Company will also pay an unused commitment fee of i 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one, three, or i six months, as selected by the Company, or for such other period that is i twelve months or less requested by the Company and consented to by the lenders and administrative agent.

The ABL Revolving Facility places certain restrictions (i.e., covenants) upon the Borrower’s, and its subsidiaries’, ability to, among other things, incur additional indebtedness, pay dividends and make certain loans, investments and divestitures. The ABL Revolving Facility contains customary events of default (including payment defaults, cross-defaults to certain of our other indebtedness, breach of representations and covenants and change of control). The occurrence of an event of default under the ABL Revolving Facility would permit the lenders to accelerate the indebtedness and terminate the ABL Revolving Facility.

As of January 28, 2023, there was $ i 405.0 million outstanding in loans under the ABL Revolving Facility and $ i 11.5 million in outstanding letters of credit. The interest rate on the revolving credit facility was i 5.63%, and unused capacity was $ i 535.2 million.

ABL Facility - Former Credit Agreement

The ABL Revolving Facility replaced the ABL Facility, which was comprised of a $ i 950.0 million revolving credit facility and a $ i 50.0 million term loan. The ABL Facility was secured on a senior basis by certain "liquid assets" of the Company and secured on a junior basis by certain "fixed assets" of the Company. The $ i 50.0 million term loan payment terms were restricted in that the term loan could not be repaid unless all loans outstanding under the ABL Facility are repaid, and once repaid, cannot be re-borrowed. The availability under the $ i 950.0 million revolving credit facility was restricted based on eligible monthly merchandise inventories and receivables as defined in the facility agreement. Interest on the revolving credit facility was calculated either at the London Interbank Offered Rate ("LIBOR") plus a range of i 125 to i 175 basis points or a base rate plus a range of i 25 to i 75 basis points; and interest on the term loan was calculated at LIBOR plus a range of i 200 to i 250 basis points or a base rate plus a range of i 100 to i 150 basis points, in all cases based on excess availability. The applicable spread of LIBOR and base rate loans at all levels of excess availability stepped down by i 12.5 basis points upon achieving total net leverage of i 3.00 to 1.00. The ABL Facility also provided a sub-facility for issuance of letters of credit subject to certain fees defined in the ABL Facility agreement. The ABL Facility was subject to various commitment fees during the term of the facility based on utilization of the revolving credit facility and was scheduled to mature on August 17, 2023.

As of January 29, 2022, there was $ i 50.0 million outstanding in borrowings under the ABL Facility and $ i 12.7 million in outstanding letters of credit. Also on that date, the interest rate on the revolving credit facility was i 1.23%, the interest rate on the term loan was i 2.10% and unused capacity was $ i 886.9 million.

First Lien Term Loan

On January 5, 2023, the Company entered into an amendment (the “Third Amendment”) to the First Lien Term Loan Credit Agreement, with Nomura Corporate Funding Americas, LLC, as administrative agent and collateral agent and the lenders party thereto. BofA Securities, Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities LLC acted as joint lead arrangers and joint bookrunners of the Third Amendment.

The Third Amendment, among other things, extends the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2024 to February 3, 2027. In addition, the Third Amendment transitions the interest rate, effective immediately, from LIBOR to SOFR and changes the applicable margin from LIBOR plus i 200 – i 225 basis points per annum to SOFR plus i 275 basis points per annum.

Voluntary prepayments are permitted. Principal payments must be made on the First Lien Term Loan pursuant to an annual excess cash flow calculation when the net leverage ratio exceeds i 3.50 to 1.00. The First Lien Term Loan is subject to certain affirmative and negative covenants but no financial covenants. It is secured on a senior basis by certain "fixed assets" of the Company and on a junior basis by certain "liquid" assets of the Company.

Total fees associated with the refinancing were approximately $ i 3.2 million. The Company expensed $ i 0.6 million of previously capitalized debt issuance costs and original issue discount and expensed $ i 2.0 million of new third-party fees. The Company deferred $ i 1.2 million of new debt issuance costs and original issue discount.

On July 13, 2020, the Company paid $ i 150.0 million of the principal amount due on the First Lien Term Loan. In connection with the payment, the Company expensed $ i 1.3 million of previously capitalized deferred debt issuance costs and original issue discount. On July 29, 2020, due to upgrades in credit ratings, the base rate was reduced to LIBOR plus i 200 basis points.

On April 30, 2021, the Company used $ i 100.0 million of cash and cash equivalents to pay $ i 100.0 million of the principal amount outstanding on the First Lien Term Loan. In connection with the payment, the Company expensed $ i 0.7 million of previously capitalized debt issuance costs and original issue discount.

As of January 29, 2022, there was $ i 701.9 million outstanding on the First Lien Term Loan and the interest rate was i 2.11%.

As of January 28, 2023, there was $ i 450.0 million outstanding under the First Lien Term Loan, which reflects the Company’s previous repayment of approximately $ i 151.9 million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the fourth quarter of fiscal year 2022 in connection with the Third Amendment. The interest rate was i 7.11% as of fiscal year end.

Future minimum payments

Scheduled future minimum principal payments on debt as of January 28, 2023 are as follows (in thousands):


Fiscal Year:	Principal Payments
2023	$	i 405,000
2024	i —
2025	i —
2026	i —
2027	i 450,000
Thereafter	i —
Total	$	i 855,000

6. i Interest Expense, Net

The following details the components of interest expense for the periods presented (in thousands):

Fiscal Year Ended

Interest on debt

i 37,533

i 45,124

i 65,064

Interest on financing obligations

i 4,269

i 4,022

i 3,965

Amortization of debt issuance costs

i 1,719

i 2,193

i 2,496

Accretion of original issue discount

i 1,046

i 1,195

i 1,865

Debt extinguishment and refinancing charges

i 3,256

i 657

i 4,077

(Gain) loss on cash flow hedge

( i 165)

i 6,340

i 6,927

Capitalized interest

( i 196)

( i 87)

( i 9)

Interest expense, net

i 47,462

i 59,444

i 84,385

7. i Goodwill and Intangible Assets

The carrying value of goodwill and the change in the balance for the fiscal years ended January 28, 2023 and January 29, 2022 is as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022
Beginning balance	$	i 924,134	$	i 924,134
Acquisition (Note 19)	i 84,682		i —
Ending balance	$	i 1,008,816	$	i 924,134

/ i

Intangible assets consist of the following (in thousands):

Gross Carrying Amount

Accumulated Amortization

Net Amount

Intangible Assets Not Subject to Amortization:

BJ’s trade name

i 90,500

—

i 90,500

Intangible Assets Subject to Amortization:

Member relationships

i 245,100

( i 220,567)

i 24,533

Private label brands

i 8,500

( i 8,028)

i 472

Total intangible assets

i 344,100

( i 228,595)

i 115,505

Gross Carrying Amount

Accumulated Amortization

Net Amount

Intangible Assets Not Subject to Amortization:

BJ’s trade name

i 90,500

—

i 90,500

Intangible Assets Subject to Amortization:

Member relationships

i 245,000

( i 212,041)

i 32,959

Private label brands

i 8,500

( i 7,319)

i 1,181

Total intangible assets

i 344,000

( i 219,360)

i 124,640

The Company records amortization expense of intangible assets as a component of SG&A. Member relationships are amortized over i 15.3 years and private label brands are amortized over i 12 years. Member relationships will primarily be amortized through fiscal year 2026 and private label brands will be amortized through fiscal year 2023.

The Company recorded amortization expense of $ i 9.2 million, $ i 10.5 million and $ i 11.9 million as a component of SG&A for the fiscal years 2022, 2021, and 2020, respectively. i The Company estimates that amortization expense related to intangible assets will be as follows in each of the next five fiscal years (in thousands):


Fiscal Year	Amortization Expense
2023	$	i 7,873
2024	i 6,523
2025	i 5,646
2026	i 4,894
2027	i 7
Thereafter	i 62
Total	$	i 25,005

8. i Commitments and Contingencies

The Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material loss to the consolidated financial statements.

9. i Stock Incentive Plans

On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Plan"). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. Prior to the adoption of the 2018 Plan, the Company granted stock-based compensation to employees and non-employee directors, respectively, under the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holdings, Inc.), as amended (the "2011 Plan"), and the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2012 Director Plan"). No further grants will be made under 2011 Plan or the 2012 Director Plan.

The 2018 Plan authorizes the issuance of i 13,148,058 shares, including i 985,369 shares that were reserved but not issued under the 2011 Plan and the 2012 Director Plan. If an award under the 2018 Plan, 2011 Plan or 2012 Director Plan is forfeited, expires or is settled for cash, any shares subject to such award may, to the extent of such forfeiture, expiration or cash settlement, be used again for new grants under the 2018 Plan. Additionally, shares tendered or withheld to satisfy grant or exercise price, or tax withholding obligations associated with an award under the 2018 Plan, the 2011 Plan or the 2012 Director Plan will be added to the shares authorized for grant under the 2018 Plan. The following shares may not be used again for grant under the 2018 Plan: (1) shares subject to a stock appreciation right ("SAR"), that are not issued in connection with the stock settlement of the SAR on its exercise and (2) shares purchased on the open market with the cash proceeds from the exercise of options under the 2018 Plan, 2011 Plan, or 2012 Director Plan. As of January 28, 2023, there were i 5,317,455 shares available for future issuance under the 2018 Plan.

On April 16, 2021, the Compensation Committee approved a modification to the equity awards agreements under the 2011 Plan, 2012 Director Plan, and 2018 Plan. In the event that an employee is terminated due to death or disability, the modified equity award agreements provide for: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options. In fiscal 2021, the Company recognized $ i 17.5 million of stock-based compensation expense due to the accelerated vesting of equity awards, related to the passing of a former executive. There was i no accelerated vesting of awards in fiscal year 2022.

The Company recognized $ i 42.6 million, $ i 53.8 million, and $ i 32.2 million of total stock-based compensation for fiscal years 2022, 2021 and 2020, respectively. As of January 28, 2023, there was approximately $ i 53.9 million of unrecognized compensation cost, most of which is expected to be recognized over the next i three years.

Stock option awards are generally granted with vesting periods of i three years. All options have a contractual term of i ten years. No options were granted during fiscal year 2022 or 2021. i The fair value of the options granted in fiscal year 2020 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions (no dividends were expected).


Risk-free interest rate	i 0.44 %
Expected volatility	i i 25.0 /	%
Weighted-average expected option life (in years)	i 5.75 - i 6.0
Weighted-average grant-date fair value	$ i 6.16 - $ i 6.29

The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with terms comparable to the awards. The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon an average of the vesting and contractual terms of the options. Forfeitures are recorded as incurred.

Presented below is a summary of the stock option activity and weighted-average exercise prices for the fiscal year ended January 28, 2023:

(Options in thousands)

Number of Securities to be Issued Upon Exercise of Outstanding Options

Weighted- average Exercise Price

Weighted-average Remaining Contractual Life (in years)

Outstanding, beginning of period

i 2,282

i 19.68

Forfeited

( i 3)

i 25.07

Exercised

( i 491)

i 17.20

Outstanding, end of period

i 1,788

i 20.35

i 5.8

Vested and expected to vest, end of period

i 1,788

i 20.35

i 5.8

Exercisable, end of period

i 1,712

i 20.14

i 5.8

The total intrinsic value of options exercised in fiscal years 2022, 2021 and 2020 was $ i 25.1 million, $ i 55.2 million, and $ i 45.0 million, respectively. The Company received a tax benefit related to these option exercises of approximately $ i 7.0 million, $ i 15.5 million, and $ i 12.6 million in fiscal years 2022, 2021 and 2020, respectively. As of January 28, 2023, the total intrinsic value of options vested and expected to vest was $ i 88.2 million.

Presented below is a summary of our non-vested restricted shares, restricted stock units and performance stock and weighted-average grant-date fair values for the fiscal year ended January 28, 2023:

Restricted Stock

Restricted Stock Units

Performance Stock

(Shares in thousands)

Weighted-average Grant-Date Fair Value

Outstanding, beginning of period

i 1,053

i 34.36

i 26

i 46.82

i 674

i 39.76

Granted

i 310

i 67.43

i 24

i 58.61

i 183

i 67.54

Forfeited

( i 20)

i 39.76

i —

( i 3)

i 44.45

Vested

( i 593)

i 31.58

( i 26)

i 46.82

i —

Outstanding, end of period

i 750

i 50.10

i 24

i 58.61

i 854

i 45.70

As it relates to performance stock, the table above reflects a i 100% payout, however, the actual payout for the fiscal year 2020 grants which vest in the first quarter of fiscal year 2023 is expected to be i 200% and actual payout for performance stock grants in fiscal years 2021 and 2022 could be up to i i 200 / %.

The fair value as of the vesting date was $ i 40.5 million for restricted stock and $ i 1.5 million for restricted stock units.

2018 Employee Stock Purchase Plan

On June 14, 2018, the Company’s board of directors adopted and and its stockholders approved the BJ's Wholesale Club Holdings, Inc. 2018 Employee Stock Purchase Plan (the "ESPP"), which became effective the day prior to the first day of public trading of the Company's equity securities. The aggregate number of shares of common stock that was be reserved for issuance under our ESPP was be equal to the sum of (i) i 973,014 shares and (ii) an annual increase on the first day of each calendar year beginning in 2019 and ending in 2028 equal to the lesser of (A) i 486,507 shares, (B) i 0.5% of the shares outstanding (on an as converted basis) on the last day of the immediately preceding fiscal year and (C) such smaller number of shares as determined by the board of directors. The offering under the ESPP commenced on January 1, 2019. The amount of expense recognized in the fiscal years 2022, 2021, and 2020, was $ i 1.1 million, $ i 0.8 million and $ i 0.6 million, respectively.

10. i Treasury Shares and Share Repurchase Programs

Treasury Shares Acquired on Restricted Stock Awards

Shares reacquired to satisfy tax withholding obligations upon the vesting of restricted stock awards in fiscal year 2022, 2021, and 2020 were i 264,167 shares, i 376,758 shares and i 212,173 shares, respectively. These reacquired shares were recorded as $ i 18.0 million, $ i 16.8 million, and $ i 6.5 million of treasury stock in fiscal years 2022, 2021, and 2020, respectively.

Share Repurchase Programs

On December 19, 2019, the Company’s board of directors authorized the repurchase of up to $ i 250.0 million of the Company’s outstanding common stock from time to time as market conditions warrant (the "2019 Repurchase Program"). The 2019 Repurchase Program was fully exhausted on November 17, 2021.

On November 16, 2021, the Company’s board of directors approved a new share repurchase program (the "2021 Repurchase Program"), effective immediately, that allows the Company to repurchase up to $ i 500.0 million of its outstanding common stock. The 2021 Repurchase Program expires in January 2025. The Company initiated the 2019 Repurchase Program and the 2021 Repurchase Program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing stockholder value.

As of January 28, 2023, $ i 318.7 million remained available to purchase under the 2021 Repurchase Program. In fiscal year 2022, the Company repurchased i 2,234,708 shares of common stock totaling $ i 152.5 million.

11. i Income Taxes

The provision for income taxes from continuing operations includes the following (in thousands):

Fiscal Year Ended

Federal:

Current

i 115,270

i 88,507

i 94,947

Deferred

i 4,103

i 1,951

( i 1,130)

State:

Current

i 62,914

i 43,118

i 51,074

Deferred

( i 6,025)

( i 2,457)

( i 8,066)

Total income tax provision

i 176,262

i 131,119

i 136,825

/ i

A reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows:

Fiscal Year Ended

Statutory federal income tax rates

i 21.0

State income taxes, net of federal tax benefit

i 6.5

i 5.8

i 6.1

Work opportunity and solar energy tax credit

( i 0.7)

( i 0.8)

( i 0.6)

Charitable contributions

( i 0.2)

( i 0.3)

( i 0.2)

Prior year adjustments

i —

( i 0.2)

Excess tax benefit related to stock-based compensation

( i 1.3)

( i 2.4)

( i 1.5)

Other

i 0.2

( i 0.1)

Effective income tax rate

i 25.5

i 23.5

i 24.5

Significant components of the Company’s deferred tax assets and liabilities as of January 28, 2023 and January 29, 2022 are as follows (in thousands):


	January 28, 2023		January 29, 2022
Deferred tax assets:
Operating lease liability	$	i 633,245	$	i 616,340
Self-insurance reserves	i 41,733		i 37,188
Compensation and benefits	i 25,513		i 25,958
Financing obligations	i 6,535		i 3,287
Interest rate swap	i —		i 87
Environment clean up reserve	i 5,525		i 4,939
Startup costs	i 2,495		i 1,987
Other	i 26,404		i 22,863
Total deferred tax assets	$	i 741,450	$	i 712,649

Deferred tax liabilities:
Operating lease right-of-use assets	$	i 606,878	$	i 596,957
Property and equipment	i 133,785		i 116,053
Intangible assets	i 33,883		i 34,899
Debt costs	i 455		i 1,324
Other	i 11,974		i 10,759
Total deferred tax liabilities	i 786,975		i 759,992
Net deferred tax liabilities	$	( i 45,525)	$	( i 47,343)

The ultimate realization of deferred tax assets is dependent upon the Company’s ability to generate sufficient taxable income during the periods in which the temporary differences become deductible. The Company has determined that it is more likely than not that the results of future operations and the reversals of existing taxable temporary differences will generate sufficient taxable income to realize the deferred tax assets. Therefore, no valuation allowance has been recorded. In making this determination, the Company considered historical levels of income as well as projections for future periods.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022
Balance, beginning of period	$	i 2,263	$	i 2,201
Additions for tax positions taken during the current year	i 109		i 105
Lapses in statute of limitations	( i 961)		( i 43)
Balance, end of period	$	i 1,411	$	i 2,263

The total amount of unrecognized tax benefits, reflective of federal tax benefits at both January 28, 2023 and January 29, 2022 that, if recognized, would favorably affect the effective tax rate was $ i 1.2 million and $ i 2.0 million, respectively.

As of January 28, 2023, management has determined it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by $ i 0.1 million, due to the expiration of statute of limitations and expected resolution of state tax audits. The Company’s tax years from 2018 forward remain open and are subject to examination by the Internal Revenue Service or various state taxing jurisdictions.

The Company classifies interest expense and any penalties related to income tax uncertainties as a component of income tax expense. For fiscal years 2022, 2021, and 2020, the Company recognized i i i no / / interest income or expense. As of January 28, 2023 and January 29, 2022, the Company had $ i 0.1 million and $ i 0.2 million, respectively, of accrued interest related to income tax uncertainties.

12. i Retirement Plans

Under the Company's 401(k) savings plans, participating employees may make pretax contributions up to i 50% of covered compensation subject to federal limits. The Company matches employee contributions at i 50% of the first i six percent of covered compensation. The Company’s expense under these plans was $ i 13.7 million, $ i 11.1 million and $ i 11.6 million for fiscal years 2022, 2021, and 2020, respectively.

The Company has a non-contributory defined contribution retirement plan for certain key employees. Under this plan, the Company funds annual retirement contributions for the designated participants on an after-tax basis. The Company’s contributions equaled i 5% of the participants’ base salary. Participants become fully vested in their contribution accounts at the end of the fiscal year in which they complete four full fiscal years of service. Expense under this plan was $ i 3.7 million, $ i 1.8 million and $ i 2.8 million in fiscal years 2022, 2021 and 2020, respectively.

13. i Asset Retirement Obligations

The following is a summary of activity relating to the liability for asset retirement obligations, which the Company will incur primarily in connection with the expected future removal of gasoline tanks, solar panels and the related infrastructure. i The following is included in other non-current liabilities on the consolidated balance sheets (in thousands):

Fiscal Year Ended

Balance, beginning of period

i 21,378

i 19,329

i 17,153

Accretion expense

i 1,497

i 1,419

i 1,302

Liabilities incurred during the year

i 461

i 630

i 874

Balance, end of period

i 23,336

i 21,378

i 19,329

14. i Accrued Expenses and Other Current Liabilities

The major components of accrued expenses and other current liabilities are as follows (in thousands):


	January 28, 2023		January 29, 2022
Deferred membership fee income	$	i 183,692	$	i 174,916
Employee compensation	i 128,483		i 141,863
Outstanding checks and payables	i 104,903		i 133,966
Insurance reserves	i 53,183		i 48,379
BJ’s Perks rewards	i 51,114		i 40,804
Sales, property, use and other taxes	i 50,004		i 47,161
Fixed asset accruals	i 37,629		i 29,640
Deferred revenues	i 30,920		i 27,717
Utilities, advertising and accrued interest	i 23,138		i 21,699
Legal, sales, and membership fee reserves	i 17,518		i 14,870
Gift cards	i 14,092		i 11,799
Repairs and common area maintenance	i 11,374		i 10,174
Professional services	i 11,311		i 8,251
Accrued federal and state income taxes	i 10,950		i 10,875
Other	i 39,100		i 26,131
Total accrued expenses and other current liabilities	$	i 767,411	$	i 748,245

The following table summarizes membership fee income activity for each of the last two fiscal years (in thousands):


	Fiscal Year Ended
	January 28, 2023		January 29, 2022
Deferred membership fee income, beginning of period	$	i 174,916	$	i 155,580
Cash received from members	i 405,506		i 380,273
Revenue recognized in earnings	( i 396,730)		( i 360,937)
Deferred membership fee income, end of period	$	i 183,692	$	i 174,916

15. i Other Non-current Liabilities

The major components of other non-current liabilities are as follows (in thousands):


	January 28, 2023		January 29, 2022
Insurance reserves	$	i 110,777	$	i 98,851
Co-brand deferred revenue and other	i 32,549		i 22,082
Asset retirement obligations	i 23,336		i 21,378
Financing obligations	i 27,415		i 14,816
Total other non-current liabilities	$	i 194,077	$	i 157,127

16. i Derivative Financial Instruments

Interest Rate Swaps

On November 13, 2018, the Company entered into i three forward starting interest rate swaps (the "Interest Rate Swaps"), which were effective starting on February 13, 2019 and fixed the LIBOR component of $ i 1.2 billion of its floating rate debt at a rate of approximately i 3.0% from February 13, 2019 until February 13, 2022. The Company elected hedge accounting for the interest rate swap agreements, and, as such, the effective portion of the gains or losses were recorded as a component of other comprehensive income and the ineffective portion of gains or losses were recorded as interest expense.

On October 30, 2020, the Company borrowed $ i 260.0 million from the ABL Facility. The proceeds from the Company’s borrowing, as well as $ i 100.0 million of the Company’s cash and cash equivalents, were used to pay $ i 360.0 million of the principal amount due on the First Lien Term Loan. Due to the payment of debt principal on the First Lien Term Loan, the Company determined that certain interest payments are no longer probable and that a portion of one of the interest rate swap agreements would be ineffective as a result of the payment of debt principal, and as such reclassified $ i 5.1 million of losses recorded in accumulated other comprehensive income to interest expense.

On November 10, 2020, the Company terminated i one of the Interest Rate Swaps, which fixed $ i 360.0 million of its floating rate debt at a rate of approximately i 3.0%. An additional interest rate swap, which fixed $ i 240.0 million of its floating rate debt at i 3.0% was determined to be ineffective. Gains and losses on the ineffective interest rate swap agreement w recorded as interest expense.

On April 30, 2021, the Company used $ i 150.0 million of its cash and cash equivalents to pay $ i 100.0 million of the principal amount outstanding on the First Lien Term Loan and $ i 50.0 million of the outstanding amounts on the ABL Facility. The Company accelerated the reclassification of unrealized losses into earnings on the ineffective interest rate swap agreements and reclassified $ i 4.7 million recorded in accumulated other comprehensive income to interest expense, net of tax.

On July 30, 2021, the Company used $ i 210.0 million of its cash and cash equivalents to pay $ i 210.0 million of the principal amount outstanding on the ABL Facility. The Company accelerated the reclassification of unrealized losses into earnings on the ineffective interest rate swap agreements and reclassified $ i 3.5 million recorded in accumulated other comprehensive income to interest expense, net of tax.

The interest rate swaps expired in February 2022. There was i no liability recorded as of January 28, 2023 and $ i 2.2 million recorded as of January 29, 2022. The net of tax amount for the effective and ineffective Interest Rate Swaps was recorded in other comprehensive income and interest expense, respectively.

The fair value of derivative instruments included on the consolidated balance sheets are as follows (in thousands):

Accounting for Cash Flow Hedges

Notional Amount

Fixed Rate

Balance Sheet Classification

Interest rate swap

i 600,000

i 3.00

Accrued expenses and other current liabilities

i —

( i 1,540)

Interest rate swap

i 360,000

i 3.00

Accrued expenses and other current liabilities

i —

Interest rate swap

i 240,000

i 3.00

Accrued expenses and other current liabilities

i —

( i 616)

Net carrying amount

i 1,200,000

Total liabilities

i —

( i 2,156)

17. i Fair Value Measurements

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The fair values of the Company’s derivative instruments were based on quotes received from third-party banks and represent the estimated amount the Company would pay to terminate the agreements taking into consideration current interest rates as well as the creditworthiness of the counterparties. These inputs were considered to be Level 2. All derivative instruments expired in the first quarter of fiscal year 2022.

Financial Assets and Liabilities

The fair value of the Company's long-term debt is estimated based on current market rates for our specific debt instrument. Judgment is required to develop these estimates. As such, the estimated fair value of long-term debt is classified within Level 2, as defined under U.S. GAAP.

The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands):


	Carrying Amount		Fair Value
First Lien Term Loan	$	i 450,000	$	i 450,482
ABL Revolving Facility	i 405,000		i 405,000
Total Debt	$	i 855,000	$	i 855,482

The gross carrying amount and fair value of the Company’s debt at January 29, 2022 are as follows (in thousands):


	Carrying Amount		Fair Value
First Lien Term Loan	$	i 701,920	$	i 702,053
ABL Facility	i 50,000		i 50,000
Total Debt	$	i 751,920	$	i 752,053

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis. See Note 2 for further information.

The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable approximate their carrying value due to the short-term maturities of these instruments.

18. i Earnings Per Share

The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average common shares outstanding for fiscal years 2022, 2021 and 2020 (in thousands):

Fiscal Year Ended

Weighted-average shares of common stock outstanding, used for basic computation

i 134,017

i 135,386

i 136,111

Plus: Incremental shares of potentially dilutive securities:

Stock incentive awards

i 2,456

i 2,659

i 2,765

Weighted-average shares of common stock and dilutive potential shares of common stock outstanding

i 136,473

i 138,045

i 138,876

/ i

The table below summarizes restricted shares and stock options that were excluded from the computation of diluted earnings for fiscal years 2022, 2021, and 2020 as their inclusion would have been anti-dilutive (in thousands):

Fiscal Year Ended

Restricted shares

i 75

i 32

i 207

Stock options

i —

i 276

19. i Acquisitions

On May 2, 2022, the Company completed the Acquisition to bring substantially all of its end-to-end perishable supply chain in-house. The total consideration paid by the Company in connection with the Acquisition was approximately $ i 375.6 million, excluding transaction costs. For the fiscal year ended January 28, 2023, the Company recorded transaction and integration costs related to the Acquisition of $ i 12.3 million. These costs are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.

The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed (in thousands) in connection with the Acquisition:

As of May 2, 2022

Initial fair value(a)

Adjustments

Updated fair value

Assets:

Property and equipment, net

i 203,400

—

i 203,400

Merchandise inventories

i 88,072

—

i 88,072

Goodwill

i 84,682

—

i 84,682

Operating lease right-of-use assets, net

i 15,994

i 575

i 16,569

Prepaid expenses and other current assets

i 433

—

i 433

Intangibles, net

i 100

—

i 100

Total Assets

i 392,681

i 575

i 393,256

Liabilities

Long-term operating lease liabilities

( i 15,994)

( i 575)

( i 16,569)

Accrued expenses and other current liabilities

( i 1,106)

—

( i 1,106)

Total liabilities

( i 17,100)

( i 575)

( i 17,675)

Total consideration paid, including working capital adjustments

i 375,581

—

i 375,581

(a) Initial fair value disclosed in our Quarterly Report on Form 10-Q for the period ended July 30, 2022, filed with the SEC on August 26, 2022

Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce and bringing the Company's perishable supply chain in-house. Goodwill deductible for tax purposes is $ i 84.7 million.

The Acquisition was accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date.

For the fiscal year ended January 28, 2023, the Acquisition generated an incremental $ i 66.8 million in revenue. It is impracticable to provide historical supplemental pro forma financial information along with earnings during the period subsequent to the Acquisition due to a variety of factors, including access to historical information and the operations of acquirees being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.

20. i Condensed Financial Information of Registrant (Parent Company Only)

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(PARENT COMPANY ONLY)

CONDENSED BALANCE SHEETS

(Amounts in thousands)


	January 28, 2023		January 29, 2022
ASSETS
Investment in subsidiaries	$	i 1,046,837	$	i 648,108

STOCKHOLDERS’ EQUITY
Preferred stock; $ i i 0.01 / par value; i i 5,000 / shares authorized, and i i i i no / / / shares issued or outstanding	$	i —	$	i —
Common stock; $ i i 0.01 / par value; i 300,000 shares authorized, i 146,347 shares issued and i 133,903 shares outstanding at January 28, 2023; i 300,000 shares authorized, i 145,451 shares issued and i 135,506 shares outstanding at January 29, 2022	i 1,463		i 1,454
Additional paid-in capital	i 960,105		i 904,009
Retained earnings	i 644,490		i 131,313
Treasury stock, at cost, i 12,444 shares at January 28, 2023 and i 9,945 shares at January 29, 2022	( i 559,221)		( i 388,668)
Total stockholders’ equity	$	i 1,046,837	$	i 648,108

/ i

BJ’S WHOLESALE CLUB HOLDINGS, INC.

(PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Amounts in thousands, except per share amounts)

Fiscal Year Ended