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(a) | Represents the expensing of fees, deferred fees, and original issue discount associated with the amendment of the senior secured first lien term loan. |
(b) | Represents charges related to the restructuring of certain corporate functions including, costs for severance, retention, outplacement, consulting fees, and other third-party fees. |
(c) | Other non-cash items related to the reclassification into earnings of accumulated other comprehensive income/ loss associated with the de-designation of hedge accounting and other adjustments. |
(d) | Represents the tax effect of the above adjustments at a statutory tax rate of approximately 28%. |
(e) | Adjusted EPS is measured using weighted-average diluted shares outstanding. |
Adjusted EBITDA
Adjusted EBITDA is defined 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, restructuring, and other adjustments.
The following is a reconciliation of our income from continuing operations to adjusted EBITDA for the periods presented:
| | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 |
(In thousands) | | | |
Income from continuing operations | $ | 534,417 | | | $ | 523,652 | |
Interest expense, net | 51,359 | | | 64,527 | |
Provision for income taxes | 186,430 | | | 212,240 | |
Depreciation and amortization | 262,068 | | | 227,696 | |
Stock-based compensation expense | 47,798 | | | 39,021 | |
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Restructuring (a) | 8,427 | | | 13,940 | |
Other adjustments (b) | 96 | | | 1,053 | |
Adjusted EBITDA | $ | 1,090,595 | | | $ | 1,082,129 | |
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(a) | Represents charges related to the restructuring of certain corporate functions, including costs for severance, retention, outplacement, consulting fees, and other third-party fees. |
(b) | Other non-cash items, including non-cash accretion on asset retirement obligations and obligations associated with our post-retirement medical plan. |
Liquidity and Capital Resources
Our primary sources of liquidity are cash flows generated from club operations and borrowings from our ABL Revolving Facility. As of February 1, 2025, cash and cash equivalents totaled $28.3 million and we had $1.0 billion of unused capacity under our ABL Revolving Facility. Our principal liquidity needs for the next twelve months and beyond are to fund normal recurring operational expenses and anticipated capital expenditures; fund share repurchases, and meet debt service and principal repayment obligations. We believe that our current resources, together with anticipated cash flows from operations and borrowing capacity under our ABL Revolving Facility, will be sufficient to finance our operations for at least the next twelve months.
During fiscal year 2024, we repurchased 2,181,885 shares under the 2021 Repurchase Program for a total purchase price of $190.9 million, inclusive of associated costs, fully exhausting the $500.0 million authorization under such program.
We do not have any off-balance sheet arrangements that have, or are, in the opinion of management, reasonably likely to have, a current or future material effect on our results of operations or financial position. We do, however, enter into letters of credit and purchase obligations in the normal course of our operations.
Summary of Cash Flows
A summary of our cash flows from operating, investing and financing activities is presented in the following table:
| | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 |
| (In thousands) | | | |
| Net cash provided by operating activities | $ | 900,872 | | | $ | 718,883 | |
| Net cash used in investing activities | (589,566) | | | (454,765) | |
| Net cash used in financing activities | (319,083) | | | (261,984) | |
| Net (decrease) increase in cash and cash equivalents | $ | (7,777) | | | $ | 2,134 | |
Net Operating Cash Flows
Net cash provided by operating activities was $900.9 million for fiscal year 2024, compared to $718.9 million for fiscal year 2023. The $182.0 million increase was primarily due to fluctuations in working capital, including $82.6 million related to accounts payable as a result of timing of inventory receipts and vendor payments; $64.3 million of lease-related activity primarily due to a decrease in prepaid rent based on the timing of year-end; $61.3 million related to accrued expenses, primarily driven by the change in accrued incentive compensation as a result of differences in the expected achievement from period-to-period; $22.1 million related to merchandise inventories, primarily driven by changes in inventory levels in our perishables and general merchandise divisions; $15.9 million related to prepaid expenses and other current assets, primarily driven by prepaid advertising and IT maintenance contracts; partially offset by $62.4 million related to accounts receivable due to timing of vendor and customer cash receipts. Also contributing to the increase in net operating cash flow was a $10.7 million increase in net income, inclusive of a $34.4 million increase in depreciation and amortization and a net decrease in deferred income tax provisions of $44.1 million.
Our net cash from operating activities can fluctuate from period to period due to several factors, including: the timing and mix of sales, which are typically higher in the second and fourth quarters due to seasonality; the timing of inventory purchases as the Company prepares for holiday seasons, lease-related activity, income tax and other payments.
Net Investing Cash Flows
Net cash used in investing activities was $589.6 million in fiscal year 2024, compared to $454.8 million in fiscal year 2023. This fluctuation is primarily driven by an increase in capital spending of $120.9 million as our growth profile includes a greater mix of owned clubs as opposed to leased clubs.
Net Financing Cash Flows
Net cash used in financing activities in fiscal year 2024 was $319.1 million compared to $262.0 million in fiscal year 2023. The increase in cash used in fiscal year 2024 is primarily due to a $58.0 million increase in net payments on our ABL Revolving Facility, as well as an increased outflow of $64.5 million for the acquisition of treasury stock which exhausted the authorization on our previous share repurchase program; partially offset by a $50.0 million net decrease in principal payments on our First Lien Term Loan and an increase in net cash received from stock option exercises of $15.7 million.
Adjusted Free Cash Flow
We present adjusted free cash flow because we believe it assists investors and analysts in evaluating our liquidity. Adjusted free cash flow should not be considered as an alternative to cash flows from operations as a liquidity measure. We define adjusted free cash flow as net cash provided by operating activities less additions to property and equipment, net of disposals, plus proceeds from sale-leaseback transactions.
The following is a reconciliation of our net cash provided by operating activities to adjusted free cash flow for the periods presented:
| | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 |
(In thousands) | | | |
Net cash provided by operating activities | $ | 900,872 | | | $ | 718,883 | |
Less: Additions to property and equipment, net of disposals | (587,983) | | | (467,075) | |
Plus: Proceeds from sale-leaseback transactions | — | | | 12,310 | |
Adjusted free cash flow | $ | 312,889 | | | $ | 264,118 | |
Adjusted free cash flow increased to $312.9 million for fiscal year 2024 compared to $264.1 million for fiscal year 2023. The increase is driven by higher cash flows from operating activities primarily due to favorable fluctuations in working capital, timing of lease payments, and higher net income, partially offset by an increase in capital spending.
Debt and Borrowing Capacity
Our primary sources of borrowing capacity are the ABL Revolving Facility and the First Lien Term Loan, which are further discussed in "Note 7. Debt and Credit Arrangements" of our consolidated financial statements included in this Annual Report on Form 10-K. On July 28, 2022, the Company entered into the ABL Revolving Facility with an aggregate ABL Revolving Commitment of $1.2 billion pursuant to that certain credit agreement with Bank of America, N.A., as administrative agent and collateral agent, and other lenders party thereto. The maturity date of the ABL Revolving Facility is July 28, 2027.
On October 12, 2023, the Company amended the First Lien Term Loan to extend the maturity date from February 3, 2027 to February 3, 2029 and reduce applicable margin in respect of the interest rate from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum. Prior to the amendment, the Company repaid $50.0 million of the principal amount outstanding under the First Lien Term Loan.
On February 3, 2024, there was $319.0 million outstanding in loans under the ABL Revolving Facility and $18.2 million in outstanding letters of credit. The interest rate on the revolving credit facility was 6.44%.
On February 3, 2024, the interest rate for the First Lien Term Loan was 7.33% and there was $400.0 million outstanding.
On November 4, 2024, the Company amended the First Lien Term Loan to reduce applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum.
At February 1, 2025, there was $175.0 million outstanding in loans under the ABL Revolving Facility and $11.1 million in outstanding letters of credit. The interest rate on the revolving credit facility was 5.41%, and unused capacity was $1.0 billion.
At February 1, 2025, the interest rate for the First Lien Term Loan was 6.08% and there was $400.0 million outstanding.
Material Cash Commitments
Refer to the descriptions of our material cash commitments, financing arrangements, and contractual obligations outlined below within the following notes to our consolidated financial statements.
See “Note 6. Leases” for future operating lease and finance lease commitments. Lease liabilities exclude legally binding minimum lease payments for certain real estate and gas station leases that have not yet commenced. The liabilities do not include variable costs such as increases in rental payments based on an index or a percentage of sales, insurance, real estate taxes, and other operating expenses. See “Note 7. Debt and Credit Arrangements” for future payments on the ABL Revolving Facility and First Lien Term Loan, including outstanding borrowings and applicable interest rates. See “Note 17. Other Non-current Liabilities” for long-term liabilities for which it is not reasonably possible for us to predict when they may be paid, including insurance reserves and asset retirement obligations, as well as financing obligations arising from sale-leaseback transactions. We also have cancellable and non-cancellable purchase obligations under purchase orders for merchandise inventory, agreements for capital items, gasoline, products and services used in our business, information technology, executive employment, and other agreements.
Critical Accounting Policies and Estimates
The preparation of our financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We review our estimates on an ongoing basis and make judgments about the carrying value of assets and liabilities based on a number of factors. These factors include historical experience and assumptions made by management that are believed to be reasonable under the circumstances. Although management believes the judgment applied in preparing estimates is reasonable based on circumstances and information known at the time, actual results could vary materially from estimates based on assumptions used in the preparation of our consolidated financial statements. This section summarizes critical accounting policies and the related judgments involved in their application.
Workers’ Compensation and General Liability Self-insurance Reserves
We are primarily self-insured for workers’ compensation, general liability claims, and auto liability claims. Amounts in excess of certain levels, which range from $0.3 million to $1.0 million per occurrence for workers' compensation and general liability, and up to $2.0 million per occurrence for auto liability, are insured as a risk reduction strategy to mitigate the impact of catastrophic losses. 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 our estimates. When historical losses are not a good measure of future liability, we base our estimates of ultimate liability on our interpretation of current law, claims filed to date, and other relevant factors which are subject to change. These accruals, if any, are included as insurance reserves in accrued expenses and other current liabilities and other non-current liabilities in the Company’s consolidated balance sheets.
Recent Accounting Pronouncements
See "Note 2. Summary of Significant Accounting Policies" of our consolidated financial statements included in this Annual Report on Form 10-K for additional information regarding recently issued accounting pronouncements. Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The primary market risk we are exposed to is interest rate risk and changes in rates will impact our net interest expense and our cash flow from operations. Substantially all of our borrowings carry variable interest rates, and we expect that some of our future outstanding debt will have variable interest rates. Accordingly, we seek to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs and may use interest rate caps and/or swap agreements in the future to manage our interest rate risks relating to such variable rate debt. Increases in interest rates can result in increased interest expense under our variable rate debt as well as when any of our fixed rate debt matures and needs to be refinanced and an increase in interest rates could have a material impact on our cash flow.
As of February 1, 2025, our total debt outstanding was $575.0 million, which included $175.0 million under our ABL Revolving Facility and $400.0 million under our First Lien Term Loan at interest rates of 5.41% and 6.08%, respectively. See "Note 7. Debt and Credit Arrangements" of our consolidated financial statements included in this Annual Report on Form 10-K for additional information. A 100 basis point change in prevailing market rates would cause annual interest costs to change by approximately $5.8 million.
Item 8. Financial Statements and Supplementary Data
INDEX TO FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of BJ’s Wholesale Club Holdings, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of BJ's Wholesale Club Holdings, Inc. and its subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended February 1, 2025, including the related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Workers’ Compensation and General Liability Reserves
As described in Notes 2, 16 and 17 to the consolidated financial statements, the Company is primarily self-insured for workers’ compensation and general liability claims. As of February 1, 2025, workers’ compensation and general liability reserves were a significant portion of insurance reserves of $96.7 million within other non-current liabilities and a significant portion of insurance reserves of $78.9 million within accrued expenses and other current liabilities. The reported reserves for workers’ compensation and general liability 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 the loss development factors.
The principal considerations for our determination that performing procedures relating to workers’ compensation and general liability reserves is a critical audit matter are (i) the significant judgment by management when developing the estimated workers’ compensation and general liability reserves; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence related to the actuarial methods and significant assumptions related to loss development factors; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s estimate of workers’ compensation and general liability reserves, including controls over the actuarial methods and significant assumptions related to the loss development factors. These procedures also included, among others (i) the involvement of professionals with specialized skill and knowledge to assist in developing an independent estimate for the accrual for workers’ compensation and general liability reserves and (ii) comparing the independent estimate to management’s estimate to evaluate the reasonableness of management’s estimate. Developing the independent estimate involved (i) testing the completeness and accuracy of underlying data provided by management and (ii) independently developing the loss development factors and applying actuarial methods.
/s/
March 14, 2025
We have served as the Company’s auditor since 1996.
BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except par value)
| | | | | | | | | | | |
| February 1, 2025 | | February 3, 2024 |
| ASSETS | | | |
| Current assets: | | | |
| Cash and cash equivalents | $ | | | | $ | | |
| Accounts receivable, net | | | | | |
| Merchandise inventories | | | | | |
| Prepaid expenses and other current assets | | | | | |
| Total current assets | | | | | |
| | | |
| Operating lease right-of-use assets, net | | | | | |
| Property and equipment, net | | | | | |
| Goodwill | | | | | |
| Intangibles, net | | | | | |
| Deferred income taxes | | | | | |
| Other assets | | | | | |
| Total assets | $ | | | | $ | | |
| LIABILITIES | | | |
| Current liabilities: | | | |
| Short-term debt | $ | | | | $ | | |
| Current portion of operating lease liabilities | | | | | |
| Accounts payable | | | | | |
| Accrued expenses and other current liabilities | | | | | |
| Total current liabilities | | | | | |
| Long-term operating lease liabilities | | | | | |
| Long-term debt | | | | | |
| Deferred income taxes | | | | | |
| Other non-current liabilities | | | | | |
Commitments and contingencies (see Note 10) | | | |
| STOCKHOLDERS’ EQUITY | | | |
Preferred stock; $ par value; shares authorized, shares issued | | | | | |
Common stock; $ par value; shares authorized, shares issued and shares outstanding at February 1, 2025; shares authorized, shares issued and shares outstanding at February 3, 2024 | | | | | |
| Additional paid-in capital | | | | | |
| Retained earnings | | | | | |
| Accumulated other comprehensive income | | | | | |
Treasury stock, at cost, shares at February 1, 2025 and shares at February 3, 2024 | () | | | () | |
| Total stockholders’ equity | | | | | |
| Total liabilities and stockholders’ equity | $ | | | | $ | | |
The accompanying notes are an integral part of the consolidated financial statements.
BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
(Amounts in thousands, except per share amounts)
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 | | January 28, 2023 |
| Net sales | $ | | | | $ | | | | $ | | |
| Membership fee income | | | | | | | | |
| Total revenues | | | | | | | | |
| Cost of sales | | | | | | | | |
| Selling, general and administrative expenses | | | | | | | | |
| Pre-opening expenses | | | | | | | | |
| Operating income | | | | | | | | |
| Interest expense, net | | | | | | | | |
| Income from continuing operations before income taxes | | | | | | | | |
| Provision for income taxes | | | | | | | | |
| Income from continuing operations | | | | | | | | |
| Income (loss) from discontinued operations, net of income taxes | | | | | | | () | |
| Net income | $ | | | | $ | | | | $ | | |
| Income per share attributable to common stockholders—basic: | | | | | |
| Income from continuing operations | $ | | | | $ | | | | $ | | |
| Income (loss) from discontinued operations | | | | | | | () | |
| Net income | $ | | | | $ | | | | $ | | |
| Income per share attributable to common stockholders—diluted: | | | | | |
| Income from continuing operations | $ | | | | $ | | | | $ | | |
| Income (loss) from discontinued operations | | | | | | | () | |
| Net income | $ | | | | $ | | | | $ | | |
| Weighted-average number of shares outstanding: | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
| Other comprehensive (loss) income: | | | | | |
Postretirement medical plan adjustment, net of income tax (benefit) expense of $(), $() and $, respectively | $ | () | | | $ | () | | | $ | | |
| Amounts reclassified from accumulated other comprehensive income, net of tax | | | | () | | | () | |
| Unrealized gain on cash flow hedge, net of income tax | | | | | | | | |
| Total other comprehensive (loss) income | () | | | () | | | | |
| Total comprehensive income | $ | | | | $ | | | | $ | | |
The accompanying notes are an integral part of the consolidated financial statements.
BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Amount in thousands)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | Additional
Paid-in
Capital | | Retained Earnings | | Accumulated
Other
Comprehensive
Income | | Treasury Stock | | Total
Stockholders’
Equity |
| | Shares | | Amount | | | | | Shares | | Amount | |
| Balance, January 29, 2022 | | | | | $ | | | | $ | | | | $ | | | | $ | | | | () | | | $ | () | | | $ | | |
| Net income | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Other comprehensive income, net of tax | | — | | | — | | | — | | | — | | | | | | — | | | — | | | | |
| Dividends paid | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
| Common stock issued under stock incentive plans | | | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Common stock issued under ESPP | | | | | | | | | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Exercise of stock options | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Acquisition of treasury stock | | — | | | — | | | — | | | — | | | — | | | () | | | () | | | () | |
| Balance, January 28, 2023 | | | | | $ | | | | $ | | | | $ | | | | $ | | | | () | | | $ | () | | | $ | | |
| Net income | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | () | | | — | | | — | | | () | |
| Dividends paid | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
| Common stock issued under stock incentive plans | | | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Common stock issued under ESPP | | | | | | | | | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Exercise of stock options | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Acquisition of treasury stock | | — | | | — | | | — | | | — | | | — | | | () | | | () | | | () | |
| Balance, February 3, 2024 | | | | | $ | | | | $ | | | | $ | | | | $ | | | | () | | | $ | () | | | $ | | |
| Net income | | — | | | — | | | — | | | | | | — | | | — | | | — | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | | |
| Other comprehensive loss, net of tax | | — | | | — | | | — | | | — | | | () | | | — | | | — | | | () | |
| Dividends paid | | — | | | — | | | () | | | — | | | — | | | — | | | — | | | () | |
| Common stock issued under stock incentive plans | | | | | | | | () | | | — | | | — | | | — | | | — | | | | |
| Common stock issued under ESPP | | | | | | | | | | | — | | | — | | | — | | | — | | | | |
| Stock-based compensation expense | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Exercise of stock options | | — | | | — | | | | | | — | | | — | | | — | | | — | | | | |
| Acquisition of treasury stock | | — | | | — | | | — | | | — | | | — | | | () | | | () | | | () | |
| Balance, February 1, 2025 | | | | | $ | | | | $ | | | | $ | | | | $ | | | | () | | | $ | () | | | $ | | |
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 |
| February 1, 2025 | | February 3, 2024 | | January 28, 2023 |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | |
| Depreciation and amortization | | | | | | | | |
| Amortization of debt issuance costs and accretion of original issue discount | | | | | | | | |
| Debt extinguishment and refinancing charges | | | | | | | | |
| Stock-based compensation expense | | | | | | | | |
| Deferred income tax (benefit) provision | () | | | | | | () | |
| Changes in operating leases and other non-cash items | | | | () | | | | |
| Increase (decrease) in cash due to changes in: | | | | | |
| Accounts receivable, net | () | | | | | | () | |
| Merchandise inventories | () | | | () | | | () | |
| Prepaid expenses and other current assets | | | | () | | | | |
| Other assets | () | | | () | | | () | |
| Accounts payable | | | | () | | | | |
| Accrued expenses and other current liabilities | | | | | | | | |
| Other non-current liabilities | () | | | () | | | | |
| Net cash provided by operating activities | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | |
| Additions to property and equipment, net of disposals | () | | | () | | | () | |
| Proceeds from sale-leaseback transactions | | | | | | | | |
| Acquisitions | | | | | | | () | |
| Other investing activities | () | | | | | | | |
| Net cash used in investing activities | () | | | () | | | () | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | |
| Proceeds from the issuance of long-term debt | | | | | | | | |
| Payments on long-term debt | () | | | () | | | () | |
| Proceeds from revolving lines of credit | | | | | | | | |
| Payments on revolving lines of credit | () | | | () | | | () | |
| Debt issuance costs paid | () | | | () | | | () | |
| Dividends paid | () | | | () | | | () | |
| Net cash received from stock option exercises | | | | | | | | |
| Net cash received from ESPP | | | | | | | | |
| Acquisition of treasury stock | () | | | () | | | () | |
| Proceeds from financing obligations | | | | | | | | |
| Other financing activities | () | | | () | | | () | |
| Net cash used in financing activities | () | | | () | | | () | |
| Net (decrease) increase in cash and cash equivalents | () | | | | | | () | |
| Cash and cash equivalents, beginning of period | | | | | | | | |
| Cash and cash equivalents, end of period | $ | | | | $ | | | | $ | | |
| Supplemental cash flow information: | | | | | |
| Interest paid | $ | | | | $ | | | | $ | | |
| Income taxes paid | | | | | | | | |
| Non-cash financing and investing activities: | | | | | |
| Property additions included in accrued expenses | | | | | | | | |
| Treasury stock repurchases included in accrued expenses | | | | | | | | |
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.
warehouse clubs and gas stations in states.2.
%, %, and % of net sales in fiscal years 2024, 2023, and 2022, respectively.Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation ("FDIC"). 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.
million and $ million at February 1, 2025 and February 3,
years. Capitalizable costs 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 .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 . 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.
million, $ million, and $ million in fiscal years 2024, 2023, and 2022, respectively, is included in interest expense, net in the consolidated statements of operations and comprehensive income. reporting unit for goodwill impairment testing purposes and assessed the recoverability as of January 4, 2025.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 2024, 2023 and 2022 and determined that there was 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
impairment was necessary in fiscal years 2024, 2023 or 2022. The Company recorded an impairment charge of $ million for a lease asset, which is included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income in fiscal year 2022. There were impairments of lease assets in fiscal years 2024 or 2023.
See "Note 15. Asset Retirement Obligations" for further information on the amounts accrued. million to $ million per occurrence for workers' compensation and general liability, and up to $ million per occurrence for auto liability, are insured as a risk reduction strategy to mitigate the financial impact of catastrophic losses. 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, 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.% cash back, up to a maximum of $ 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 allowed My BJ’s Perks Mastercard credit card holders to earn up to a cent-per-gallon discount on gasoline, up to % cash back on eligible purchases made in BJ’s clubs or online at bjs.com, and up to % cash back on purchases made with the card outside of BJ’s. Cash back was in the form of electronic awards issued in $ increments that could be used online or in-club and expired months from the date issued.
% cash back, up to a maximum of $ per year, on qualified purchases made at BJ's, a cent-per-gallon discount at BJ's gas locations, and effective January 1, 2025, two free same-day deliveries. Cash back is in the form of electronic awards issued to each member once $ in rewards have been earned. These rewards do not expire.The Company's co-branded credit card program is now the BJ's One and BJ's One+ program, which allows cardholders with the opportunity to earn up to % cash back on purchases made in BJ's clubs or online at bjs.com and up to a cent-per-gallon discount on gasoline when paying with a BJ's One or BJ's One+ Mastercard at BJ’s gas locations. Effective January 1, 2025, BJ's One+ Mastercard cardholders also receive two free same-day deliveries if such benefit has not already been received under the Club+ program. Cash back is in the form of electronic awards issued to each member monthly on their credit card statement date. Earned rewards do not expire.
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. Earned awards may be redeemed on future purchases made at the Company. The Company recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or on the Company’s website or mobile app. The Company recognizes royalty revenue related to the outstanding Club+ and BJ's One and BJ's One+ credit card programs are based upon actual customer activities, such as reward redemptions. While the Company continues to honor all rewards presented for redemption, the likelihood of redemption is deemed to be remote for certain rewards due to historical experience, including after long periods of inactivity, and rewards being linked to expired or canceled memberships. In these circumstances, the Company recognizes revenue, or breakage, from unredeemed rewards.
Additionally, the Company deferred revenue for funds received related to marketing, integration costs, and other long-term initiatives in connection with the new co-brand credit card program and will recognize these funds into revenue as performance obligations are satisfied.
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 or mobile app, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally months. In addition, members have access to other ancillary services, coupons, and promotions. As the Company has the obligation to provide access to its clubs, website, mobile app, 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. All membership fees and related membership revenues are recorded as membership fee income in the consolidated statements of operations and comprehensive income.
Gift Card Programs
The Company sells BJ’s gift cards that allow customers to redeem the cards for future purchases equal to the amount of the face value of the gift card. Revenue from gift card sales is recognized upon redemption of the gift cards and control of the purchased goods or services is transferred to the customer.
Warranty Programs
The Company passes on any manufacturers’ warranties to members. In addition, the Company includes an extended warranty on tires sold at the clubs, under which the Company 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 electronics and jewelry. These warranties are provided by a third party at fixed prices to the Company. 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.
million in each of fiscal years 2024 and 2023, respectively, and $ million in fiscal year 2022. Actual sales returns were $ million, $ million, and $ million in fiscal years 2024, 2023 and 2022, 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, travel, 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.
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
Costs incurred by the Company before the customer obtains control of goods are deemed to be fulfillment costs. Amounts charged to customers by the Company for shipping and handling related to same-day delivery and traditional ship-to-home
Advertising expenses were $ million, $ million, and $ million in fiscal years 2024, 2023 and 2022, respectively.
and , respectively. The fair value of the performance-based awards is recognized as compensation expense ratably over the service period of each performance tranche, which is typically .
See "Note 11. Stock Incentive Plans" for additional description of the accounting for stock-based awards.
3.
million of costs payable to Advantage Solutions for services rendered during fiscal year 2022. The demonstration and sampling service fees are fully funded by merchandise vendors who participate in the program.
4.
| | $ | | | | Royalty revenue | | | | | |
| Co-brand initiatives | | | | | |
| Total rewards programs | | | | | |
| Membership | | | | | |
| Gift card program | | | | | |
| E-commerce sales | | | | | |
| Long-term: | | | |
| Rewards programs: | | | |
| Co-brand initiatives | | | | | |
| Total deferred revenue | $ | | | | $ | | |
Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
| | $ | | | | Royalty revenue | | | | | |
| Co-brand initiatives | | | | | |
| Total rewards programs | | | | | |
| Membership | | | | | |
| Gift card program | | | | | |
| E-commerce sales | | | | | |
| Total revenue | $ | | | | $ | | |
Performance obligations related to earned award dollars, royalty revenue, and membership fees are typically satisfied over a period of twelve months or less. Funds received related to marketing and other integration costs in connection with our co-brand credit card program are recognized as performance obligations are satisfied. The timing and recognition of gift card redemptions varies depending on consumer behavior and spending patterns.
Disaggregation of Revenue
% | | | % | | | % | | General Merchandise and Services | | % | | | % | | | % |
| Gasoline and Other | | % | | | % | | | % |
5.
| | | | | Leasehold costs and improvements | | | | | |
| Furniture, fixtures, and equipment | | | | | |
| Construction in progress | | | | | |
| Total property and equipment, gross | | | | | |
| Less: accumulated depreciation and amortization | () | | | () | |
| Total property and equipment, net | $ | | | | | |
Depreciation expense was $ million, $ million, and $ million in fiscal years 2024, 2023, and 2022, respectively.
6.
to years, with most of these leases having an initial term of years. The initial primary term of the Company’s finance leases ranges from years to years, with most of these leases having an initial term of years. | | $ | | | | Operating lease right-of-use assets, net | | Finance lease assets | | | | | | | Property and equipment, net |
| Less: finance lease amortization | () | | | () | | | Property and equipment, net |
| Total lease assets | $ | | | | $ | | | | |
| Liabilities: | | | | | |
| Current: | | | | | |
| Operating lease liabilities | $ | | | | $ | | | | Current portion of operating lease liabilities |
| Finance lease liabilities | | | | | | | Accrued expenses and other current liabilities |
| Long-term: | | | | | |
| Operating lease liabilities | | | | | | | Long-term operating lease liabilities |
| Finance lease liabilities | | | | | | | Other non-current liabilities |
| Total lease liabilities | $ | | | | $ | | | | |
In fiscal year 2022, the Company recorded a lease asset impairment charge of $ million included in income (loss) from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income. There were impairments of lease assets in fiscal years 2024 or 2023.
| | $ | | | | $ | | | Interest on lease liabilities (b) | | | | | | | | |
| Total finance lease costs | | | | | | | | |
Operating lease cost (a) | | | | | | | | |
Variable lease cost (a) | | | | | | | | |
Sublease income (a) | () | | | () | | | () | |
| Net lease costs | $ | | | | $ | | | | $ | | |
(a) Amortization of finance lease assets, operating lease cost, variable lease cost, and sublease income are primarily included in SG&A expenses in the consolidated statements of operations and comprehensive income. Variable lease cost primarily consists of increases in rental payments based on an index, and for fiscal year 2022, includes $ million of costs incurred to purchase assets deemed to be owned by the lessor of the Company’s Club Support Center.
(b) Interest recognized on finance lease liabilities is included in interest expense, net in the consolidated statements of operations and comprehensive income.
| | | Weighted-average remaining lease term (in years) - finance leases | | | |
| Weighted-average discount rate - operating leases | | % | | | % |
| Weighted-average discount rate - finance leases | | % | | | % |
Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 | | January 28, 2023 |
| Operating cash flows paid for operating leases | $ | | | | $ | | | | $ | | |
| Operating cash flows paid for interest portion of finance leases | | | | | | | | |
| Financing cash flows paid for principal portion of finance leases | | | | | | | | |
Supplemental cash flow information related to lease assets and lease liabilities were as follows (in thousands):
| | | | | | | | | | | | | | | | | |
| Fiscal Year Ended |
| February 1, 2025 | | February 3, 2024 | | January 28, 2023 |
| Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items | $ | | | | $ | | | | $ | | |
| Financing lease liabilities arising from obtaining right-of-use assets | | | | | | | | |
|
| | $ | | | | 2026 | | | | | |
| 2027 | | | | | |
| 2028 | | | | | |
| 2029 | | | | | |
| Thereafter | | | | | |
| Total future minimum lease payments | | | | | |
| Less: imputed interest | () | | | () | |
| Present value of lease liabilities | $ | | | | $ | | |
As of February 1, 2025, the Company had certain executed real estate and gas station 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 2025 with lease terms ranging from years to years. We estimate future lease commitments for these leases to be approximately $ million.
Sale-leaseback Transactions
During fiscal year 2023, the Company completed sale-leaseback transactions for buildings constructed by the Company on land owned by the buyer-lessors. In connection with these transactions, the Company sold assets with a total fair value of $ million and received proceeds of $ million. The difference between the fair value of assets sold and proceeds received was deemed prepaid rent and is included in the operating lease asset at lease commencement. There were no sale-leaseback transactions completed during fiscal year 2024.
and buildings, respectively, on land owned by certain of the Company’s lessors. The associated leases were deemed to be financing leases, resulting in the Company accounting for the transactions as failed sale-leasebacks. In connection with the fiscal year 2024 transactions, the Company recorded a financing obligation totaling $ million, which represented total cash received, of which $ million was received during fiscal year 2024 and the remainder of which was received in prior periods. In connection with the fiscal year 2023 transactions, the Company recorded financing obligations totaling $ million, which represented cash received of $ million and receivables of $ million as of February 3, 2024. The receivables were collected during fiscal year 2024.Operating cash flows paid for the interest portion of failed sale-leasebacks totaled $ million and $ million for fiscal years 2024 and 2023, respectively.
The net book value of the associated building assets is included in property and equipment, net in the consolidated balance sheets. The current portion of the financing obligations is included in accrued expenses and other current liabilities, while the long-term portion is included in other non-current liabilities in the consolidated balance sheets.
7.
| | $ | | | | |
| First Lien Term Loan | | | | | |
| Unamortized original issue discount and debt issuance costs | () | | | () | |
| Less: Short-term debt | () | | | () | |
| Long-term debt | $ | | | | $ | | |
ABL Revolving Facility
On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $ 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.
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 SOFR plus a range of to basis points or a base rate plus to basis points, based on excess availability. The Company will also pay an unused commitment fee of basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one, three, or , as selected by the Company, or for such other period that is 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 February 3, 2024, there was $ million outstanding in loans under the ABL Revolving Facility and $ million in outstanding letters of credit. The interest rate on the revolving credit facility was %.
As of February 1, 2025, there was $ million outstanding in loans under the ABL Revolving Facility and $ million in outstanding letters of credit. The interest rate on the revolving credit facility was %, and unused capacity was $ billion.
basis points per annum to SOFR plus basis points per annum.On November 4, 2024, the Company entered into an amendment (the "Fifth 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.
The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $ million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment. In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus basis points per annum to SOFR plus 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 to 1.00. As of February 1, 2025, the Company's net leverage ratio did not exceed to 1.00, and therefore, no incremental principal payments were required. 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.
During fiscal year 2022, total fees incurred in connection with the Third Amendment were approximately $ million. The Company expensed $ million of previously capitalized debt issuance costs and original issue discount and expensed $ million of new third-party fees. The Company deferred $ million of new debt issuance costs and original issue discount.
During fiscal year 2023, total fees incurred in connection with the Fourth Amendment were approximately $ million. The Company expensed $ million of previously capitalized debt issuance costs and original issue discount and expensed $ million of new third-party fees. The Company deferred $ million of new debt issuance costs.
As of February 3, 2024, there was $ million outstanding on the First Lien Term Loan, which reflected the Company’s repayment of $ million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the third quarter of fiscal year 2023 prior to the Fourth Amendment. The interest rate was %.
During fiscal year 2024, total fees incurred in connection with the Fifth Amendment were approximately $ million. The Company expensed $ million of previously capitalized debt issuance costs and original issue discount and expensed $ million of new third-party fees. The Company deferred an immaterial amount of new debt issuance costs.
As of February 1, 2025, there was $ million outstanding under the First Lien Term Loan. The interest rate was % as of fiscal year end.
Future minimum payments
| | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | | |
| Total | $ | | |
8.
| | $ | | | | $ | | | | Interest on financing obligations | | | | | | | | |
| Amortization of debt issuance costs and accretion of original issue discount | | | | | | | | |
| Debt extinguishment and refinancing charges | | | | | | | | |
| Other | () | | | () | | | () | |
| Interest expense, net | $ | | | | $ | | | | $ | | |
9.
billion as of February 1, 2025 and February 3, 2024. impairments were recorded in fiscal years 2024, 2023, and 2022, as a result of the annual goodwill impairment tests performed. | | $ | — | | | $ | | | | | | | | |
| Intangible Assets Subject to Amortization: | | | | | |
| Member relationships | | | | () | | | | |
| Private label brands | | | | () | | | | |
| Total intangible assets | $ | | | | $ | () | | | $ | | |
| | | | | | | | | | | | | | | | | |
| February 3, 2024 |
| Gross Carrying Amount | | Accumulated Amortization | | Net Carrying Amount |
| Intangible Assets Not Subject to Amortization: | | | | | |
| BJ’s trade name | $ | | | | $ | — | | | $ | | |
| | | | | |
| Intangible Assets Subject to Amortization: | | | | | |
| Member relationships | | | | () | | | | |
| Private label brands | | | | () | | | | |
| Total intangible assets | $ | | | | $ | () | | | $ | | |
The Company records amortization expense of intangible assets as a component of SG&A. Member relationships are amortized over years and private label brands were amortized over years. Member relationships will primarily be amortized through fiscal year 2026.
million, $ million and $ million for fiscal years 2024, 2023, and 2022, respectively. | | 2026 | | |
| 2027 | | |
| 2028 | | |
| 2029 | | |
| Thereafter | |
| Total | $ | | |
10.
11.
shares, including 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 February 1, 2025, there were shares available for future issuance under the 2018 Plan.The Company recognized $ million, $ million, and $ million of total stock-based compensation for fiscal years 2024, 2023, and 2022, respectively, inclusive of expense related to the ESPP. As of February 1, 2025, there was approximately $ million of unrecognized compensation cost, all of which is expected to be recognized over the next .
. All options have a contractual term of . options were granted during fiscal years 2024, 2023, or 2022. The fair value of options granted prior to fiscal year 2021 was estimated using the Black-Scholes option pricing model. | | $ | | | | | |
| Exercised | () | | | | | | |
| Outstanding, vested, and exercisable, end of period | | | | | | | |
|
The total intrinsic value of options exercised in fiscal years 2024, 2023 and 2022 was $ million, $ million, and $ million, respectively. The Company received a tax benefit related to these option exercises of approximately $ million, $ million, and $ million in fiscal years 2024, 2023, and 2022, respectively. As of February 1, 2025, the total intrinsic value of options outstanding, vested, and exercisable was $ million.
| | $ | | | | | | | $ | | | | | | | $ | | |
Granted(b) | | | | | | | | | | | | | | | | | |
| Forfeited | () | | | | | | () | | | | | | () | | | | |
| Vested | () | | | | | | () | | | | | | () | | | | |
| Outstanding, end of period | | | | | | | | | | | | | | | | | |
(a) Shares outstanding reflect a % payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be %, and the actual payout for performance stock awards granted in fiscal year 2022, which vest in the first quarter of fiscal year 2025, is expected to be %. Actual payout for the performance stock awards granted in fiscal year 2023, which vest in fiscal year 2026, could be below % or up to %, and actual payout for the performance stock awards granted in fiscal year 2024, which vest in fiscal year 2027, could be below % or up to %.
(b) Includes incremental performance stock awards granted in fiscal year 2021 with a weighted-average grant date fair value of $, that vested in fiscal year 2024 at greater than % of target payout based on performance.
The fair value as of the vesting date was $ million, $ million and $ million for restricted stock, restricted stock units, and performance stock, respectively.
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 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) 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) shares, (B) % 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 2024, 2023, and 2022, was $ million, $ million and $ million, respectively. As of February 1, 2025, there were shares available for issuance under the ESPP.
12.
shares, shares, and shares, respectively. These reacquired shares were recorded as $ million, $ million, and $ million of treasury stock in fiscal years 2024, 2023, and 2022, respectively.Share Repurchase Programs
On November 16, 2021, the Company’s board of directors approved a share repurchase program (the "2021 Repurchase Program"), that allowed the Company to repurchase up to $ million of its outstanding common stock. The 2021 Repurchase Program expired in January 2025, with the Company utilizing the entire authorization of $ million.
On November 18, 2024, the Company's board of directors approved a new share repurchase program (the "2024 Repurchase Program") that allows the Company to repurchase up to an additional $ billion of its outstanding common stock from time to time as market conditions warrant. The 2024 Repurchase Program was effective on February 1, 2025 and expires in January 2029. The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements, market conditions, and other corporate liquidity requirements and priorities. The Company initiated the 2021 Repurchase Program and the 2024 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value.
As of February 1, 2025, $ billion remained available to purchase under the 2024 Repurchase Program. The Company repurchased , , and shares of common stock totaling $ million, $ million and $ million in fiscal years 2024, 2023, and 2022, respectively, all under the 2021 Repurchase Program. The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.
13.
| | $ | | | | $ | | | | Deferred | () | | | | | | | |
| State: | | | | | |
| Current | | | | | | | | |
| Deferred | () | | | | | | () | |
| Total income tax provision | $ | | | | $ | | | | $ | | |
% | | | % | | | % | | State income taxes, net of federal tax benefit | | | | | | | | |
| Work opportunity and solar energy tax credit | () | | | () | | | () | |
| Charitable contributions | () | | | () | | | () | |
| Prior year adjustments | | | | | | | | |
| Excess tax benefit related to stock-based compensation | () | | | () | | | () | |
| Other | | | | | | | | |
| Effective income tax rate | | % | | | % | | | % |
| | $ | | | | Self-insurance reserves | | | | | |
| Compensation and benefits | | | | | |
| Financing obligations | | | | | |
| |
| Environment clean up reserve | | | | | |
| Startup costs | | | | | |
| Other | | | | | |
| Total deferred tax assets | $ | | | | $ | | |
| | | |
| Deferred tax liabilities: | | | |
| Operating lease right-of-use assets | $ | | | | $ | | |
| Property and equipment | | | | | |
| Intangible assets | | | | | |
| Debt costs | | | | | |
| Other | | | | | |
| Total deferred tax liabilities | | | | | |
| Net deferred tax liabilities | $ | () | | | $ | () | |
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.
| | $ | | | | Decreases for tax positions taken during prior years | () | | | | |
| Additions for tax positions taken during the current year | | | | | |
| Settlements | () | | | | |
| Lapses in statute of limitations | () | | | () | |
| Balance, end of period | $ | | | | $ | | |
The total amount of unrecognized tax benefits, reflective of federal tax benefits at February 1, 2025 and February 3, 2024 that, if recognized, would favorably affect the effective tax rate was $ million and $ million, respectively.
As of February 1, 2025, management has determined it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by $ million, due to the expiration of statute of limitations. The Company’s tax years from 2020 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. The Company recognized an amount of expense for fiscal year 2024 and $ million of expense for fiscal years 2023 and 2022. As of February 1, 2025 and February 3, 2024, the Company had $ million of accrued interest related to income tax uncertainties.
14.
% of covered compensation subject to federal limits. The Company matches employee contributions at % of the first percent of covered compensation. The Company’s expense under these plans was $ million, $ million and $ million for fiscal years 2024, 2023, and 2022, respectively.The Company had a non-contributory defined contribution retirement plan for certain key employees, which was terminated in fiscal year 2023. Under this plan, the Company funded annual retirement contributions for the designated participants on an after-tax basis. The Company’s contributions equaled approximately % of the participants’ base salary. Historically, participants became fully vested in their contribution accounts at the end of the fiscal year in which they completed four full fiscal years of service. Upon termination of the plan, all remaining contributions became fully vested. Expense under this plan was $ million and $ million in fiscal years 2023 and 2022, respectively. As of February 3, 2024, the remaining $ million due to participants was included in accrued expenses and other current liabilities in the consolidated balance sheets. All amounts due were fully settled with participants during fiscal year 2024.
Effective January 1, 2024, the Company offers certain qualifying individuals the ability to participate in the NQDC Plan. The NQDC Plan allows employees to defer up to % of the participant's annual base salary as well as up to % of any annual bonus award. Beginning in fiscal year 2025, eligible participants will also be allowed to defer between % and % of stock incentive awards granted during the fiscal year. The Company may also elect to provide a discretionary contribution to the NQDC Plan to certain executives, which will become % vested on the third anniversary of a participant's date of hire. A participant will be % vested at all times in their elective deferral account within the NQDC Plan. The Company credits the amounts deferred with earnings and holds investments in company-owned life insurance (“COLI”) policies to offset the Company's liabilities under the NQDC Plan.
Total liabilities related to the NQDC Plan liability and the cash surrender value of COLI investments, included in other non-current liabilities and other assets in the consolidated balance sheets, were $ million and $ million, respectively, as of February 1, 2025. Expense under this plan was $ million for fiscal year 2024. The NQDC Plan liability, investments, and expense under such plan were t material for fiscal year 2023.
15.
| | $ | | | | $ | | | | Accretion expense, net of reversals | | | | | | | | |
| Liabilities incurred during the year | | | | | | | | |
| Balance, end of period | $ | | | | $ | | | | $ | | |
16.
| | $ | | | | Outstanding payables | | | | | |
| Employee compensation and benefits | | | | | |
| Sales, property, use and other taxes | | | | | |
| Insurance reserves | | | | | |
| Fixed asset accruals and property-related costs | | | | | |
| Rewards programs and related deferred revenues | | | | | |
| Deferred revenues and vendor income | | | | | |
| Professional services and advertising | | | | | |
| Legal, sales, and membership fee reserves | | | | | |
| Gift cards | | | | | |
| Other | | | | | |
| Total accrued expenses and other current liabilities | $ | | | | $ | | |
17.
| | $ | | | Financing obligations (see Note 6) | | | | | |
Asset retirement obligations (see Note 15) | | | | | |
| Deferred revenues and vendor income | | | | | |
| Other | | | | | |
| Total other non-current liabilities | $ | | | | $ | | |
18.
| | $ | | | | First Lien Term Loan | | | | | |
| Total Debt | $ | | | | $ | | |
| | $ | | | | First Lien Term Loan | | | | | |
| Total Debt | $ | | | | $ | | |
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable approximate their fair values due to the short-term maturities of these instruments.
19.
| | | | | | | | Plus: Incremental shares of potentially dilutive securities: | | | | | | | | |
| Weighted-average shares of common stock and dilutive potential shares of common stock outstanding | | | | | | | | |
| | | | | | | 20.
million, excluding transaction costs. The Company did t record any transaction costs for the fiscal years ended February 1, 2025 and February 3, 2024. For the fiscal year ended January 28, 2023, the Company recorded transaction and integration costs related to the Acquisition of $ million. These costs are included in SG&A expenses in the consolidated statements of operations and comprehensive income.For the fiscal year ended January 28, 2023, the Acquisition generated an incremental $ 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 acquiree being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.
21.
operating 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 CODM is the Company’s chairman and chief executive officer, Robert W. Eddy. The CODM utilizes net income, as reported in the consolidated statements of operations and comprehensive income, in evaluating performance of the retail operations segment and determining how to allocate resources of the Company as a whole, including investing in clubs,
| | $ | | | | $ | | | | Less: significant and other segment expenses | | | | | |
Merchandise cost of sales (a) | | | | | | | | |
Selling, general and administrative expenses (b) | | | | | | | | |
Other segment expenses (c) | | | | | | | | |
| Net income | $ | | | | $ | | | | $ | | |
| | | | | |
(a) | Merchandise cost of sales represents those expenses related to the sales of merchandise including inventory costs and distribution costs, and excludes costs related to gasoline and membership fee income. |
(b) | Selling, general and administrative expenses is inclusive of pre-opening expenses and stock-based compensation. |
(c) | Other segment expenses primarily consists of other costs of revenues, including gas, interest expense, and income tax expense. |
22.
| | $ | | | | | | |
| STOCKHOLDERS’ EQUITY | | | |
Preferred stock; $ par value; shares authorized, and shares issued or outstanding | $ | | | | $ | | |
Common stock; $ par value; shares authorized, shares issued and shares outstanding at February 1, 2025; shares authorized, shares issued and shares outstanding at February 3, 2024 | | | | | |
| Additional paid-in capital | | | | | |
| Retained earnings | | | | | |
Treasury stock, at cost, shares at February 1, 2025 and shares at February 3, 2024 | () | | | () | |
| Total stockholders’ equity | $ | | | | $ | | |
| | $ | | | | $ | | | | Net income | | | | | | | | |
| Net income per share: | | | | | |
| Basic | $ | | | | $ | | | | $ | | |
| Diluted | | | | | | | | |
| Weighted-average number of shares outstanding: | | | | | |
| Basic | | | | | | | | |
| Diluted | | | | | | | | |
A statement of cash flows has not been presented as BJ’s Wholesale Club Holdings, Inc. did not have any cash as of, or for, the years ended February 1, 2025, February 3, 2024, or January 28, 2023.
Basis of Presentation
These condensed parent company-only financial statements have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X, as the restricted net assets of the subsidiaries of BJ’s Wholesale Club Holdings, Inc. (as defined in Rule 4-08(e)(3) of Regulation S-X) exceed 25% of the consolidated net assets of the Company. The ability of BJ’s Wholesale Club Holdings, Inc.’s operating subsidiaries to pay dividends may be restricted due to terms of the subsidiaries’ First Lien Term Loan and ABL Revolving Facility, as defined in "Note 7. Debt and Credit Arrangements." For example, the covenants of the ABL Revolving Facility restrict the payment of dividends to, among other exceptions, (i) a greater of $ million or % of trailing 12 months EBITDA general basket, (ii) a basket for unlimited dividends and distributions if there is no specified event of default and either (x) (A) availability under the ABL Revolving Facility is not less than % of the lesser of the commitments under the ABL Revolving Facility and the borrowing base under the ABL Revolving Facility for the 30 consecutive day period ending immediately prior to such dividend or distribution and (B) availability under the ABL Revolving Facility is not less than % of the lesser of the commitments under the ABL Revolving Facility and the borrowing base under the ABL Revolving Facility on the date of such dividend or distribution or (y) (A) availability under the ABL Revolving Facility is not less than % of the lesser of the commitments under the ABL Revolving Facility and the borrowing base under the ABL Revolving Facility for the 30 consecutive day period ending immediately prior to such dividend or distribution, (B) availability under the ABL Revolving Facility is not less than % of the lesser of the commitments under the ABL Revolving Facility and the borrowing base under the ABL Revolving Facility on the date of such dividend or distribution and (C) the fixed charge coverage ratio as of the end of the most recently ended fiscal quarter for which financial statements are available is not less than to 1.00, and (iii) ) a basket for up to % per annum of the market capitalization of BJ’s Wholesale Club Holdings, Inc if there is no event of default. The covenants of the First Lien Term Loan restrict the payment of dividends and distributions to, among other exceptions, (i) a $ million general basket, (ii) a basket for unlimited dividends and distributions if no event of default exists and the pro-forma total net leverage ratio is less than or equal to to 1.00, (iii) a "growing" basket based on, among other things, retained excess cash flow subject to no event of default and compliance with a pro-forma interest coverage ratio of greater than or equal to to 1.00, and (iv) a basket for % per annum of the net cash proceeds received from such qualified IPO that are contributed to the borrower in cash. As of February 1, 2025, the amount of net income free of such restrictions and available for payment by BJ’s Wholesale Club Holdings, Inc. as dividends, was $ million, and the total amount of restricted net assets of consolidated subsidiaries of BJ’s Wholesale Club Holdings, Inc. was $ million. All subsidiaries of BJ’s Wholesale Club, Inc. are consolidated. These condensed parent company financial statements have been prepared using the same accounting principles and policies described in the notes to the consolidated financial statements, with the only exception being that the parent company accounts for its subsidiaries using the equity method.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based upon that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of February 1, 2025, the Company’s disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Report on Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f). The Company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that:
•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of February 1, 2025. In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of February 1, 2025, our internal control over financial reporting was effective.
The effectiveness of the Company’s internal control over financial reporting as of February 1, 2025 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.
Item 9B. Other Information
, , of the Company, a trading arrangement with respect to the sale of securities of the Company’s common stock that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) (a “Rule 10b5-1 Trading Plan”). Mr. Eddy’s Rule 10b5-1 Trading Plan, which expires on , provides for the sale of up to shares of common stock pursuant to the terms of the plan.
, , , a Rule 10b5-1 Trading Plan. Mr. Werner’s Rule 10b5-1 Trading Plan, which expires on , provides for the sale of up to shares of common stock pursuant to the terms of the plan.
, , of the company, a Rule 10b5-1 Trading Plan. Mr. McGrail’s Rule 10b5-1 Trading Plan, which expires on , provides for the sale of up to shares of common stock pursuant to the terms of the plan.Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
The information required by Items 10-14 will be set forth in our Definitive Proxy Statement for our 2025 Annual Meeting of Shareholders, to be filed pursuant to Regulation 14A under the Exchange Act not later than 120 days after the end of the fiscal year covered by this report (the "2025 Proxy Statement"), and is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item, other than the information about our executive officers contained in the discussion entitled "Information about our Executive Officers" in Part I of this Annual Report on Form 10-K, is incorporated by reference to the 2025 Proxy Statement.
Item 11. Executive Compensation
The information required by this item is incorporated by reference to the 2025 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated by reference to the 2025 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated by reference to the 2025 Proxy Statement.
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference to the 2025 Proxy Statement.
PART IV
Item 15. Exhibits and Financial Statement Schedules
(1) Financial Statements
We include this portion of Item 15 under Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
All schedules are omitted as the required information is either not present, not present in material amounts or presented within the consolidated financial statements or related notes.
(3) Exhibits
The following list of exhibits includes exhibits submitted with this Annual Report on Form 10-K as filed with the SEC and those incorporated by reference to other filings.
| | | | | | | | |
| Exhibit Number | | Exhibit Description |
| 3.1 | | |
| 3.1.1 | | |
| 3.1.2 | | |
| 3.2 | | |
| 4.1 | | |
| 10.1 | | |
| 10.1.1 | | |
| 10.2 | | |
| 10.2.1 | | |
| 10.2.2 | | |
| 10.2.3 | | |
| 10.2.4 | | |
| 10.2.5 | | |
| 10.3 | | |
| 10.4# | | |
| | | | | | | | |
| 10.4.1# | | |
| 10.5# | | |
| 10.5.1# | | |
| 10.6# | | |
| 10.6.1# | | |
| 10.7# | | |
| 10.7.1# | | |
| 10.8# | | |
| 10.8.1# | | |
| 10.9# | | |
| 10.9.1# | | |
| 10.10# | | |
| 10.10.1# | | |
| 10.11# | | |
| 10.11.1# | | |
| 10.12# | | |
| 10.13# | | |
| 10.14# | | |
| 10.15# | | |
| 10.16# | | |
| 10.16.1# | | |
| | | | | | | | |
| 10.17# | | |
| 10.17.1# | | |
| 10.17.2# | | |
| 19.1 | | |
| 21.1 | | |
| 23.1 | | |
| 31.1 | | |
| 31.2 | | |
| 32.1 | | |
| 32.2 | | |
| 97 | | |
| 101.INS | | Inline XBRL Instance Document |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document (filed herewith) |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith) |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith) |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith) |
| 101.PRE | | Inline XBRL Taxonomy Extension Linkbase Document (filed herewith) |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*) (filed herewith). |
| | | | | |
| # | Represents management compensation plan, contract or arrangement. |
Item 16. Form 10-K Summary
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | |
| BJ’S WHOLESALE CLUB HOLDINGS, INC. |
| |
| /s/ Robert W. Eddy |
| Robert W. Eddy |
| President & Chief Executive Officer |
| |
| Dated: March 14, 2025 | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
| | | | | |
| /s/ Robert W. Eddy | |
Robert W. Eddy Chairman, President & Chief Executive Officer (Principal Executive Officer) | |
| Date: March 14, 2025 | |
| |
| /s/ Laura L. Felice | |
Laura L. Felice Executive Vice President, Chief Financial Officer (Principal Financial Officer) | |
| Date: March 14, 2025 | |
| |
| /s/ Joseph McGrail | |
Joseph McGrail Senior Vice President, Controller (Principal Accounting Officer) | |
| Date: March 14, 2025 | |
| |
| /s/ Darryl Brown | |
Darryl Brown Director | |
| Date: March 14, 2025 | |
| |
| /s/ David Burwick | |
David Burwick Director | |
| Date: March 14, 2025 | |
| |
| /s/ Maile Clark | |
Maile Clark Director | |
| Date: March 14, 2025 | |
| |
| /s/ Michelle Gloeckler | |
Michelle Gloeckler Director | |
| Date: March 14, 2025 | |
| |
| /s/ Steven L. Ortega | |
Steven L. Ortega Director | |
| Date: March 14, 2025 | |
| |
| /s/ Ken Parent | |
Ken Parent Director | |
| Date: March 14, 2025 | |
| |
| /s/ Christopher H. Peterson | |
Christopher H. Peterson Director | |
| Date: March 14, 2025 | |
| |
| /s/ Cathy Marie Robinson | |
Cathy Marie Robinson Director | |
| Date: March 14, 2025 | |
| |
| | | | | |
| /s/ Robert Steele | |
Robert Steele Director | |
| Date: March 14, 2025 | |
| |
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