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BJ’s Wholesale Club Holdings, Inc. – ‘8-K’ for 11/19/20 – ‘EX-99.1’

On:  Thursday, 11/19/20, at 7:10am ET   ·   For:  11/19/20   ·   Accession #:  1531152-20-173   ·   File #:  1-38559

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11/19/20  BJ’s Wholesale Club Holdings, Inc 8-K:2,9    11/19/20   13:533K

Current Report   —   Form 8-K
Filing Table of Contents

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 1: 8-K         Current Report                                      HTML     37K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    132K 
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‘EX-99.1’   —   Miscellaneous Exhibit


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BJ’s Wholesale Club Holdings, Inc. Announces Record Third Quarter Fiscal 2020 Results

Comparable club sales, excluding gasoline sales, increased by 18.5%, including digitally enabled sales growth of approximately 200% for the third quarter of fiscal 2020.
Income from continuing operations increased by 122.6% year-over-year to $122.9 million, for the third quarter of fiscal 2020.
Adjusted EBITDA increased by 57.1% year-over-year to $242.2 million, for the third quarter of fiscal 2020.
Earnings per diluted share of $0.88, reflects a 120.0% year-over-year growth.
Adjusted earnings per diluted share of $0.92, reflects 124.4% year-over-year growth.
Net cash provided by operating activities was $802.0 million and free cash flow was $675.1 million, for the first nine months of fiscal 2020.

Westborough, Mass. (November 19, 2020) – BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) (the "Company") today announced its financial results for the thirteen and thirty-nine weeks ended October 31, 2020.

"The third quarter was another remarkable quarter with robust comp growth, significant market share gains and record profitability. As we look ahead, we are confident our business will continue to thrive given the structural shift in consumer behavior, our market share gains and our strategic investments in digital capabilities, membership, assortment, marketing and geographic expansion.” said Lee Delaney, President and Chief Executive Officer, BJ’s Wholesale Club. “Our team members across our business are working hard to execute at the highest standards and meet our members’ increased demand for our products and services. We remain grateful for their continued dedication and hard work in helping us drive industry-leading results.”

Key Measures for the Thirteen Weeks Ended October 31, 2020 (Third Quarter of Fiscal 2020) and for the Thirty-Nine Weeks Ended October 31, 2020 (First Nine Months of Fiscal 2020):
BJ'S WHOLESALE CLUB HOLDINGS, INC.
(Amounts in thousands, except per share amounts)
13 Weeks Ended13 Weeks Ended39 Weeks Ended39 Weeks Ended
October 31, 2020November 2, 2019% GrowthOctober 31, 2020November 2, 2019% Growth
Net sales$3,646,723 $3,152,887 15.7 %$11,236,403 $9,493,795 18.4 %
Membership fee income84,946 76,517 11.0 %247,001 224,587 10.0 %
    Total revenues3,731,669 3,229,404 15.6 %11,483,404 9,718,382 18.2 %
Operating income190,355 100,932 88.6 %497,700 270,355 84.1 %
Income from continuing operations122,883 55,196 122.6 %325,293 145,574 123.5 %
Adjusted EBITDA (a)
242,209 154,144 57.1 %652,974 431,407 51.4 %
Net income122,796 55,092 122.9 %325,148 145,413 123.6 %
EPS (b)
0.88 0.40 120.0 %2.34 1.04 125.0 %
Adjusted net income(a)
128,477 56,575 127.1 %331,753 148,304 123.7 %
Adjusted EPS (a)
0.92 0.41 124.4 %2.39 1.06 125.5 %
Basic weighted average shares outstanding136,011 135,521 0.4 %136,269 136,301 — %
Diluted weighted average shares outstanding139,060 138,192 0.6 %139,003 139,390 (0.3)%
a)See “Note Regarding Non-GAAP Financial Information”
b)EPS represents earnings per diluted share








Additional Highlights:

Comparable club sales for the third quarter of fiscal 2020 increased 14.1% compared to the third quarter of fiscal 2019. Comparable club sales, excluding the impact of gasoline sales, for the third quarter of fiscal 2020 increased 18.5% compared to the third quarter of fiscal 2019. Comparable club sales for the first nine months of fiscal 2020 increased 17.0% compared to the first nine months of fiscal 2019. Comparable club sales, excluding the impact of gasoline sales, for the first nine months of fiscal 2020 increased 23.2% compared to the first nine months of fiscal 2019.

Gross profit increased to $743.3 million in the third quarter of fiscal 2020 from $617.6 million in the third quarter of fiscal 2019. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, increased by 10 basis points over the third quarter of fiscal 2019. Continued execution of our category profitability improvement was offset by distribution costs associated with the coronavirus pandemic. Gross profit increased to $2,236.4 million in the first nine months of fiscal 2020 from $1,804.6 million in the first nine months of fiscal 2019. Merchandise gross margin rate, which excludes gasoline sales and membership fee income, decreased by approximately 10 basis points over the first nine months of fiscal 2019. While merchandise margins benefited from strong sales performance and continued execution of our category profitability improvement initiatives, these drivers were offset by distribution costs associated with the coronavirus pandemic, the decline in our higher-margin apparel business and temporary shut-down of our higher-margin services business in the first quarter of fiscal 2020.

Selling, general and administrative expenses ("SG&A") increased to $552.3 million in the third quarter of fiscal 2020 compared to $510.4 million in the third quarter of fiscal 2019. The year-over-year increase in SG&A expense was primarily driven by costs associated with the coronavirus pandemic, including wage increases, bonuses, safety and protective equipment and other operational costs, such as security. SG&A increased to $1,733.5 million in the first nine months of fiscal 2020 compared to $1,523.5 million in the first nine months of fiscal 2019. SG&A in the first nine months of fiscal 2019 included charges related to registered offerings by selling stockholders ("offering costs") of $1.9 million.

Operating income increased to $190.4 million, or 5.1% of total revenues in the third quarter of fiscal 2020 compared to $100.9 million, or 3.1% of total revenues in the third quarter of fiscal 2019. Operating income increased to $497.7 million, or 4.3% of total revenues in the first nine months of fiscal 2020 compared to $270.4 million, or 2.8% of total revenues in the first nine months of fiscal 2019. Operating income in the first nine months of fiscal 2019 included charges related to offering costs of $1.9 million.

Interest expense, net, decreased to $25.9 million in the third quarter of fiscal 2020, compared to $27.7 million in the third quarter of fiscal 2019. Interest expense in the third quarter of fiscal 2020 included a $2.8 million write-off of deferred fees and the original issue discount associated with the October 2020 partial payoff of our first lien term loan facility (the "First Lien Term Loan") and $5.1 million write-off of accumulated other comprehensive income associated with the de-designation of one of our swap agreements. Interest expense, net, decreased to $68.5 million in the first nine months of fiscal 2020, compared to $82.3 million in the first nine months of fiscal 2019. Interest expense in the first nine months of fiscal 2020 included $4.1 million of deferred fees and original issues discount associated with the partial pay offs of our First Lien Term Loan in July and October 2020. The decrease in interest expense was driven by continued de-levering. The partial debt pay down and the de-designation of one of our swap agreements will result in interest expense savings of approximately $10 million on an annualized basis.

Income tax expense was $41.6 million in the third quarter of fiscal 2020 compared to income tax expense of $18.0 million in the third quarter of fiscal 2019. The third quarter of fiscal 2020 included a benefit of $3.3 million from excess tax benefits related to stock-based compensation compared to $1.8 million in the third quarter of fiscal 2019. Income tax expense was $103.9 million in the first nine months of fiscal 2020compared to income tax expense of $42.5 million in the first nine months of fiscal 2019. The first nine months of fiscal 2020 included a benefit of $10.4 million from excess tax benefits related to stock-based compensation compared to $8.4 million in the first nine months of fiscal 2019.

Under our share repurchase program, we repurchased 1.2 million shares of common stock, totaling $50.0 million in the third quarter of fiscal 2020. In the first nine months of fiscal 2020, we repurchased 2.3 million shares of common stock, totaling $88.1 million, under such program.





Conference Call Details

A conference call to discuss the third quarter fiscal 2020 financial results is scheduled for today, November 19, 2020, at 8:30 a.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 877-274-0290 (international callers please dial 647-689-5405) approximately 10 minutes prior to the start of the call and reference conference ID 1057008. A live audio webcast of the conference call will be available online at https://investors.bjs.com.

A recorded replay of the conference call will be available within two hours of the conclusion of the call and can be accessed both online at https://investors.bjs.com and by dialing 416-621-4642 and entering the access code 1057008. The recorded replay will be available until November 26, 2020 and an online archive of the webcast will be available for one year.



About BJ’s Wholesale Club Holdings, Inc.
Headquartered in Westborough, Massachusetts, BJ's Wholesale Club Holdings, Inc. is a leading operator of membership warehouse clubs in the Eastern United States. The company currently operates 219 clubs and 149 BJ's Gas® locations in 17 states. 

Non-GAAP Financial Measures

We refer to certain financial measures that are not recognized under United States generally accepted accounting principles (“GAAP”). Please see “Note Regarding Non-GAAP Financial Information" and “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information and a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures.

BJ'S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
(Unaudited)
13 Weeks Ended13 Weeks Ended39 Weeks Ended39 Weeks Ended
October 31, 2020November 2, 2019October 31, 2020November 2, 2019
Net sales$3,646,723 $3,152,887 $11,236,403 $9,493,795 
Membership fee income84,946 76,517 247,001 224,587 
    Total revenues3,731,669 3,229,404 11,483,404 9,718,382 
Cost of sales2,988,397 2,611,758 9,247,042 7,913,820 
Selling, general and administrative expenses552,307 510,410 1,733,482 1,523,480 
Pre-opening expense610 6,304 5,180 10,727 
    Operating income190,355 100,932 497,700 270,355 
Interest expense, net25,882 27,702 68,467 82,274 
    Income from continuing operations before income taxes164,473 73,230 429,233 188,081 
Provision for income taxes41,590 18,034 103,940 42,507 
    Income from continuing operations122,883 55,196 325,293 145,574 
Loss from discontinued operations, net of income taxes(87)(104)(145)(161)
    Net income$122,796 $55,092 $325,148 $145,413 
Income per share attributable to common stockholders - basic:
    Income from continuing operations$0.90 $0.41 $2.39 $1.07 
    Loss from discontinued operations— — — — 
    Net income$0.90 $0.41 $2.39 $1.07 
Income per share attributable to common stockholders - diluted:
    Income from continuing operations$0.88 $0.40 $2.34 $1.04 
    Loss from discontinued operations— — — — 
    Net income$0.88 $0.40 $2.34 $1.04 
Weighted average number of shares outstanding:
    Basic136,011 135,521 136,269 136,301 
    Diluted139,060 138,192 139,003 139,390 





BJ'S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
October 31, 2020November 2, 2019
ASSETS
Current assets:
Cash and cash equivalents$46,116 $29,968 
Accounts receivable, net188,413 185,983 
Merchandise inventories1,264,323 1,271,172 
Prepaid expense and other current assets97,116 55,285 
Total current assets1,595,968 1,542,408 
Operating lease right-of-use assets, net2,034,742 2,067,626 
Property and equipment, net769,258 775,659 
Goodwill924,134 924,134 
Intangibles, net138,088 150,357 
Other assets20,094 17,897 
Total assets$5,482,284 $5,478,081 
LIABILITIES
Current liabilities:
Current portion of long-term debt$260,000 $449,377 
Current portion of operating lease liabilities131,025 121,961 
Accounts payable1,176,104 973,328 
Accrued expenses and other current liabilities643,309 507,141 
Total current liabilities2,210,438 2,051,807 
Long-term lease liabilities1,961,321 1,980,447 
Long-term debt845,696 1,339,700 
Deferred income taxes47,241 50,486 
Other noncurrent liabilities200,210 160,127 
STOCKHOLDERS' EQUITY (DEFICIT)217,378 (104,486)
Total liabilities and stockholders' equity (deficit)$5,482,284 $5,478,081 




BJ'S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
39 Weeks Ended
October 31,
2020
39 Weeks Ended
November 2,
2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$325,148 $145,413 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization124,331 116,920 
Amortization of debt issuance costs and accretion of original issue discount3,470 3,969 
Debt extinguishment charges4,077 2,032 
Stock-based compensation expense23,245 13,984 
Deferred income tax provision2,289 14,846 
Other non cash items, net5,441 2,539 
Increase (decrease) in cash due to changes in:
Accounts receivable17,940 8,317 
Merchandise inventories(182,821)(218,866)
Accounts payable389,692 156,448 
Accrued expenses61,829 (35,004)
Other operating assets and liabilities, net27,331 10,924 
Net cash provided by operating activities801,972 221,522 
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment, net of disposals(152,800)(144,428)
Proceeds from sale leaseback transaction25,893 — 
Net cash used in investing activities(126,907)(144,428)
CASH FLOWS FROM FINANCING ACTIVITIES
Payments on long term debt(3,297)(11,533)
Paydown of First Lien Term Loan(510,000)(200,000)
Net (payment) borrowings on ABL Facility(68,000)195,000 
Net cash received from stock option exercises16,431 9,293 
Net cash received from Employee Stock Purchase Program (ESPP)1,107 726 
Acquisition of treasury stock(94,671)(67,305)
Other financing activities(723)(453)
Net cash used in financing activities(659,153)(74,272)
Net increase in cash and cash equivalents15,912 2,822 
Cash and cash equivalents at beginning of period30,204 27,146 
Cash and cash equivalents at end of period$46,116 $29,968 




Note Regarding Non-GAAP Financial Information
This press release includes financial measures that are not calculated in accordance with GAAP, including adjusted net income, adjusted net income per diluted share, adjusted EBITDA, free cash flow and net debt and net debt to LTM adjusted EBITDA.
We define adjusted net income as net income attributable to common stockholders adjusted for: stock-based compensation related to the IPO; offering costs; management fees; club closing and impairment charges; reduction in force severance; gain on sale leaseback transactions; charges related to debt restructurings and retirements; and the tax impact of the foregoing adjustments on net income.
We define adjusted net income per diluted share as adjusted net income divided by the weighted average diluted shares outstanding.
We define adjusted EBITDA as income from continuing operations before interest expense, net, provision for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including: stock-based compensation expense; pre-opening expenses; non-cash rent; strategic consulting; offering costs; and other adjustments.
We define free cash flow as net cash provided by operating activities less additions to property and equipment, net of disposals plus proceeds from sale leaseback transaction.
We define net debt as total debt outstanding less cash and cash equivalents.
We define net debt to LTM adjusted EBITDA as net debt at the balance sheet date divided by adjusted EBITDA for the trailing twelve-month period.
We present adjusted net income, adjusted net income per diluted share and adjusted EBITDA, which are not recognized financial measures under GAAP, because we believe such measures assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, adjusted EBITDA excludes pre-opening expenses, because we do not believe these expenses are indicative of the underlying operating performance of our stores. The amount and timing of pre-opening expenses are dependent on, among other things, the size of new stores opened and the number of new stores opened during any given period.

Management believes that adjusted net income, adjusted net income per diluted share and adjusted EBITDA are helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We use adjusted net income, adjusted net income per diluted share and adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; and to compare our performance against that of other peer companies using similar measures. We also use adjusted EBITDA in connection with establishing discretionary annual incentive compensation.
We present free cash flow, which is not a recognized financial measure under GAAP, because we use it to report to our board of directors and we believe it assists investors and analysts in evaluating our liquidity. Free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. We present net debt and net debt to LTM adjusted EBITDA, which are not recognized as financial measures under GAAP, because we use them to report to our board of directors and we believe they assist investors and analysts in evaluating our borrowing capacity. Net debt to LTM adjusted EBITDA is a key financial measure that is used by management to assess the borrowing capacity of the Company.





You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating adjusted net income, adjusted net income per diluted share, adjusted EBITDA and net debt to LTM adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or like some of the adjustments in our presentation of these metrics. Our presentation of adjusted net income, adjusted net income per diluted share, adjusted EBITDA, free cash flow, net debt and net debt to LTM adjusted EBITDA should not be considered as alternatives to any other measure derived in accordance with GAAP and they should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of adjusted net income, adjusted net income per diluted share, adjusted EBITDA or net debt to LTM adjusted EBITDA in the future, and any such modification may be material. In addition, adjusted net income, adjusted net income per diluted share, adjusted EBITDA, free cash flow, net debt and net debt to LTM adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Additionally, adjusted net income, adjusted net income per diluted share, adjusted EBITDA, free cash flow, net debt and net debt to LTM adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.

Reconciliation of GAAP to Non-GAAP Financial Information

BJ'S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation of net income to adjusted net income and adjusted net income per diluted share
(Amounts in thousands, except per share amounts)
(Unaudited)
13 Weeks Ended13 Weeks Ended39 Weeks Ended39 Weeks Ended
October 31, 2020November 2, 2019October 31, 2020November 2, 2019
Net income as reported$122,796 $55,092 $325,148 $145,413 
Adjustments:
Offering costs (a)
— — — 1,928 
Charges and write-offs related to debt paydown (b)
2,794 2,032 4,077 2,032 
Loss on cash flow hedge (c)
5,097 — 5,097 — 
Tax impact of adjustments to net income (d)
(2,210)(549)(2,569)(1,069)
Adjusted net income$128,477 $56,575 $331,753 $148,304 
Weighted average diluted shares outstanding139,060 138,192 139,003 139,390 
Adjusted net income per diluted share (e)
$0.92 $0.41 $2.39 $1.06 

(a)Represents costs related to registered offerings by selling stockholders.
(b)Represents the write-off of deferred fees and original issue discount associated with the partial paydown of our First Lien Term Loan.
(c)Represents the reclassification into earnings of accumulated other comprehensive income associated with the de-designation of hedge accounting on one of our swap agreements due to the paydown of the First Lien Term Loan.
(d)Represents the tax effect of the above adjustments at a statutory tax rate of approximately 28%.
(e)Adjusted net income per diluted share is measured using weighted average diluted shares outstanding.





BJ'S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation to Adjusted EBITDA
(Amounts in thousands)
(Unaudited)
13 Weeks Ended13 Weeks Ended39 Weeks Ended39 Weeks Ended
October 31, 2020November 2, 2019October 31, 2020November 2, 2019
Income from continuing operations$122,883 $55,196 $325,293 $145,574 
Interest expense, net25,882 27,702 68,467 82,274 
Provision for income taxes41,590 18,034 103,940 42,507 
Depreciation and amortization42,160 39,249 124,331 116,920 
Stock-based compensation expense (a)8,667 5,188 23,245 13,984 
Pre-opening expenses (b)610 6,304 5,180 10,727 
Non-cash rent (c)274 2,558 2,289 6,331 
Strategic consulting (d)— — — 11,349 
Offering costs (e)— — — 1,928 
Other adjustments (f)143 (87)229 (187)
Adjusted EBITDA$242,209 $154,144 $652,974 $431,407 
(a)Represents total stock-based compensation expense.
(b)Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.
(c)Consists of an adjustment to remove the non-cash portion of rent expense.
(d)Represents fees paid to external consultants for strategic initiatives of limited duration.
(e)Represents costs related to registered offerings by selling stockholders.
(f)Other non-cash items, including non-cash accretion on asset retirement obligations and obligations associated with our post-retirement medical plan.

BJ'S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation to Free Cash Flow
(Amounts in thousands)
(Unaudited)
13 Weeks Ended13 Weeks Ended39 Weeks Ended39 Weeks Ended
October 31, 2020November 2, 2019October 31, 2020November 2, 2019
Net cash provided by operating activities$68,280 $6,398 $801,972 $221,522 
Less: Additions to property and equipment, net of disposals69,838 56,130 152,800 144,428 
Plus: Proceeds from sale leaseback transaction21,832 — 25,893 — 
Free cash flow$20,274 $(49,732)$675,065 $77,094 





BJ'S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation of Net Debt and Net Debt to LTM adjusted EBITDA
(Amounts in thousands)
(Unaudited)
October 31, 2020
Total debt$1,105,696 
Less: Cash and cash equivalents46,116 
Net Debt$1,059,580 
Income from continuing operations367,476 
Interest expense, net94,423 
Provision for income taxes117,645 
Depreciation and amortization164,411 
Stock-based compensation expense (a)28,057 
Pre-opening expenses (b)9,605 
Non-cash rent (c)4,332 
Reduction in force severance (d)3,994 
Club closings and impairment charges (e)15,383 
Other adjustments (f)(2,135)
Adjusted EBITDA$803,191 
Net debt to LTM adjusted EBITDA1.3x

(a)Represents total stock-based compensation expense.
(b)Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.
(c)Consists of an adjustment to remove the non-cash portion of rent expense.
(d)Represents severance charges associated with a reduction in workforce announced in January 2020.
(e)Represents primarily closing costs associated with our clubs in Charlotte, N.C. and Geneva, N.Y., which closed in the fourth quarter of fiscal 2019 and other impairment charges.
(f)Other non-cash items, including a gain from the sale leaseback of one of our new Michigan locations, non-cash accretion on asset retirement obligations, termination costs to former executives and obligations associated with our post-retirement medical plan.




Investor Contact:
Faten Freiha, BJ's Wholesale Club
(774) 512-6320
ffreiha@bjs.com

Media Contact:
Jennie Hardin, BJ’s Wholesale Club
(774) 512-6978
jhardin@bjs.com



Dates Referenced Herein   and   Documents Incorporated by Reference

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11/26/20
Filed on / For Period end:11/19/20
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11/2/1910-Q
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