QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
(
|
(Registrant’s telephone number, including area code)
|
Title of Each Class
|
Trading Symbol
|
Name of each exchange on which registered
|
|
|
|
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company
|
Emerging growth company
|
INDEX
|
||
PART I - FINANCIAL INFORMATION
|
Page
|
|
Item 1.
|
1
|
|
1
|
||
2
|
||
3
|
||
4
|
||
5
|
||
Item 2.
|
15
|
|
Item 3.
|
27
|
|
Item 4.
|
27
|
|
PART II - OTHER INFORMATION
|
||
Item 1.
|
28
|
|
Item 1A.
|
28
|
|
Item 2.
|
28
|
|
Item 5.
|
29 |
|
Item 6.
|
30
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
|||||||||||||||
July 29, | July 30, | July 29, | July 30, | |||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Net sales
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Cost of sales
|
|
|
|
|
||||||||||||
Gross profit
|
|
|
|
|
||||||||||||
Selling, general, and administrative expenses
|
|
|
|
|
||||||||||||
Depreciation and amortization expenses
|
|
|
|
|
||||||||||||
Pre-opening expenses
|
|
|
|
|
||||||||||||
Operating income
|
|
|
|
|
||||||||||||
Interest income, net
|
(
|
)
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||||
Income before income taxes
|
|
|
|
|
||||||||||||
Income tax expense
|
|
|
|
|
||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Earnings per common share:
|
||||||||||||||||
Basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Weighted average common shares outstanding:
|
||||||||||||||||
Basic
|
|
|
|
|
||||||||||||
Diluted
|
|
|
|
|
July 29,
|
January 28,
|
July 30,
|
||||||||||
Assets | 2023 |
2023
|
2022 | |||||||||
Current assets:
|
||||||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
$
|
|
||||||
Short-term investments
|
||||||||||||
Inventories
|
||||||||||||
Accounts receivable
|
||||||||||||
Prepaid expenses and other current assets
|
|
|
|
|||||||||
Total current assets
|
|
|
|
|||||||||
Property and equipment, net of accumulated depreciation of $
|
|
|
|
|||||||||
Operating lease right-of-use assets
|
|
|
|
|||||||||
Goodwill
|
|
|
|
|||||||||
Trade name
|
|
|
|
|||||||||
Other assets
|
|
|
|
|||||||||
Total assets
|
$
|
|
$
|
|
$
|
|
||||||
Liabilities and Stockholders’ Equity
|
||||||||||||
Current liabilities:
|
||||||||||||
Current portion of long-term debt
|
$
|
|
$
|
|
$
|
|
||||||
Accounts payable
|
|
|
|
|||||||||
Income taxes payable
|
|
|
|
|||||||||
Current portion of operating lease liabilities
|
|
|
|
|||||||||
Accrued expenses and other current liabilities
|
|
|
|
|||||||||
Total current liabilities
|
|
|
|
|||||||||
Revolving credit facility
|
|
|
|
|||||||||
Long-term debt
|
|
|
|
|||||||||
Deferred income taxes
|
|
|
|
|||||||||
Long-term portion of operating lease liabilities
|
|
|
|
|||||||||
Other long-term liabilities
|
|
|
|
|||||||||
Total liabilities
|
|
|
|
|||||||||
Stockholders’ equity:
|
||||||||||||
Preferred stock -
|
|
|
|
|||||||||
Common stock -
|
|
|
|
|||||||||
Additional paid-in capital
|
|
|
|
|||||||||
Retained earnings
|
|
|
|
|||||||||
Treasury - common stock, at cost;
|
(
|
)
|
(
|
)
|
(
|
)
|
||||||
Total stockholders’ equity
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
|
$
|
|
$
|
|
Thirteen weeks ended July 29, 2023 and July 30, 2022
|
||||||||||||||||||||||||||||
Additional
|
Total | |||||||||||||||||||||||||||
Common stock
|
Treasury stock
|
paid-in
|
Retained
|
stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
earnings
|
equity
|
||||||||||||||||||||||
Balance as of April 29, 2023
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Stock-based compensation expense
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Proceeds from stock options exercised
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Vesting of restricted stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common shares withheld for taxes
|
(
|
)
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||
Shares repurchased
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of July 29, 2023
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Balance as of April 30, 2022
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Stock-based compensation expense
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Proceeds from stock options exercised
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Vesting of restricted stock
|
||||||||||||||||||||||||||||
Common shares withheld for taxes
|
|
|
|
|
(
|
)
|
|
(
|
)
|
|||||||||||||||||||
Shares repurchased
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of July 30, 2022
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
Twenty-six weeks ended July 29, 2023 and July 30, 2022
|
||||||||||||||||||||||||||||
Additional | Total | |||||||||||||||||||||||||||
Common stock
|
Treasury stock
|
paid-in
|
Retained
|
stockholders’
|
||||||||||||||||||||||||
Shares
|
Amount
|
Shares
|
Amount
|
capital
|
earnings
|
equity
|
||||||||||||||||||||||
Balance as of January 28, 2023
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Stock-based compensation expense
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Proceeds from stock options exercised
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Vesting of restricted stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common shares withheld for taxes
|
(
|
)
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||
Shares repurchased
|
|
|
(
|
)
|
(
|
)
|
|
|
(
|
)
|
||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of July 29, 2023
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Balance as of January 29, 2022
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
||||||||||||||
Stock-based compensation expense
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Proceeds from stock options exercised
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Vesting of restricted stock
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Common shares withheld for taxes
|
(
|
)
|
|
|
|
(
|
)
|
|
(
|
)
|
||||||||||||||||||
Shares repurchased
|
( |
) | ( |
) | ( |
) | ||||||||||||||||||||||
Net income
|
-
|
|
-
|
|
|
|
|
|||||||||||||||||||||
Balance as of July 30, 2022
|
|
$
|
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
|
$
|
|
Twenty-six weeks ended
|
||||||||
July 29,
|
July 30,
|
|||||||
2023
|
2022
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net income
|
$
|
|
$
|
|
||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||
Depreciation and amortization of property and equipment
|
|
|
||||||
Amortization of debt issuance costs
|
|
|
||||||
Gain on sale of assets
|
(
|
)
|
(
|
)
|
||||
Deferred income tax benefit (provision)
|
|
(
|
)
|
|||||
Stock-based compensation expense
|
|
|
||||||
Changes in operating assets and liabilities:
|
||||||||
Inventories
|
(
|
)
|
(
|
)
|
||||
Accounts receivable
|
|
|
||||||
Prepaid expenses and other assets
|
|
|
||||||
Accounts payable
|
|
(
|
)
|
|||||
Income taxes payable
|
|
(
|
)
|
|||||
Accrued expenses and other liabilities
|
|
(
|
)
|
|||||
Net cash provided by operating activities
|
|
|
||||||
Cash Flows from Investing Activities:
|
||||||||
Purchases of property and equipment
|
(
|
)
|
(
|
)
|
||||
Proceeds from sale of property and equipment
|
|
|
||||||
Purchases of short-term investments
|
( |
) | ||||||
Maturities of short-term investments
|
||||||||
Net cash used in investing activities
|
(
|
)
|
(
|
)
|
||||
Cash Flows from Financing Activities:
|
||||||||
Repayments on finance leases
|
(
|
)
|
(
|
)
|
||||
Proceeds from stock option exercises
|
|
|
||||||
Common shares withheld for taxes
|
(
|
)
|
(
|
)
|
||||
Payment for shares repurchased
|
(
|
)
|
(
|
)
|
||||
Net cash used in financing activities
|
(
|
)
|
(
|
)
|
||||
Net decrease in cash and cash equivalents
|
(
|
)
|
(
|
)
|
||||
Cash and cash equivalents, beginning of the period
|
|
|
||||||
Cash and cash equivalents, end of the period
|
$
|
|
$
|
|
||||
Supplemental disclosure of cash flow information:
|
||||||||
Cash paid during the period for:
|
||||||||
Interest
|
$
|
|
$
|
|
||||
Income taxes
|
$
|
|
$
|
|
||||
Non-cash investing activities:
|
||||||||
Accrued purchases of property and equipment
|
$
|
|
$
|
|
||||
Non-cash financing activities
|
||||||||
Accrued shares repurchased
|
$ | $ | ||||||
Receivable from exercise of stock options
|
$ | $ |
(1) |
Basis of Presentation and Summary of Significant Accounting Policies
|
(a) |
Description of Business
|
(b) |
Fiscal Year
|
(c) |
Basis of Presentation
|
(d) |
Use of Estimates
|
(e) |
Fair Value Disclosures
|
● |
Level 1 inputs are quoted prices available for identical assets and liabilities in active markets.
|
● |
Level 2 inputs are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets and liabilities in active markets or other inputs
that are observable or can be corroborated by observable market data.
|
● |
Level 3 inputs are unobservable, developed using the Company’s estimates and assumptions, which reflect those that market participants would use.
|
|
As of July 29, 2023
|
|||||||||||||||
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Market
Value
|
||||||||||||
|
(in thousands)
|
|||||||||||||||
Short-term:
|
||||||||||||||||
Treasury Bonds
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
Municipal bonds
|
|
|
(
|
)
|
|
|||||||||||
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|
As of January 28, 2023
|
|||||||||||||||
|
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair Market
Value
|
||||||||||||
|
(in thousands)
|
|||||||||||||||
Short-term:
|
||||||||||||||||
Treasury Bonds
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
|||||||
Municipal bonds
|
|
|
(
|
)
|
|
|||||||||||
Total
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
|
(2) |
Net Sales
|
Twenty-six weeks ended
|
||||||||
July 29,
|
July 30,
|
|||||||
2023
|
2022
|
|||||||
(in thousands)
|
||||||||
Beginning balance
|
$
|
|
$
|
|
||||
Revenue deferred
|
|
|
||||||
Revenue recognized
|
(
|
)
|
(
|
)
|
||||
Ending balance
|
$
|
|
$
|
|
Twenty-six weeks ended
|
||||||||
July 29, |
July 30,
|
|||||||
2023
|
2022
|
|||||||
(in thousands) | ||||||||
Beginning balance
|
$
|
|
$
|
|
||||
Gift card issuances
|
|
|
||||||
Gift card redemption and breakage
|
(
|
)
|
(
|
)
|
||||
Ending balance
|
$
|
|
$
|
|
(3) |
Earnings per Common Share
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
|||||||||||||||
July 29, | July 30, | July 29, | July 30, | |||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
(in thousands, except per share amounts) | ||||||||||||||||
Net income
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Weighted average number of common shares outstanding - Basic
|
|
|
|
|
||||||||||||
Incremental shares from the assumed exercise of outstanding stock options and vesting of restricted stock units
|
|
|
|
|
||||||||||||
Weighted average number of common shares outstanding - Diluted
|
|
|
|
|
||||||||||||
Earnings per common share - Basic
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||
Earnings per common share - Diluted
|
$
|
|
$
|
|
$
|
|
$
|
|
(4) |
Leases
|
July 29, | ||||
2023
|
||||
(in thousands) |
||||
Remainder of 2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
Thereafter
|
|
|||
Total undiscounted lease payments (1)
|
|
|||
Less: Imputed interest
|
(
|
)
|
||
Total lease obligations
|
|
|||
Less: Current obligations under leases
|
(
|
)
|
||
Long-term lease obligations
|
$
|
|
(1) |
|
Twenty-six weeks ended
|
||||||||
July 29, | July 30, | |||||||
2023
|
2022
|
|||||||
(dollars in thousands) |
||||||||
Cash paid for operating leases
|
$
|
|
$
|
|
||||
Operating lease cost
|
|
|
||||||
Variable lease cost
|
|
|
||||||
Non-cash right-of-use assets obtained in exchange for lease obligations
|
|
|
||||||
Weighted-average remaining lease term
|
|
|
||||||
Weighted-average discount rate
|
|
%
|
|
%
|
(5) |
Commitments and Contingencies
|
(6) |
Accrued Expenses and Other Current Liabilities
|
July 29,
|
January 28,
|
July 30,
|
||||||||||
2023
|
2023
|
2022
|
||||||||||
(in thousands) | ||||||||||||
Compensation and benefits
|
$
|
|
$
|
|
$
|
|
||||||
Deferred revenue
|
|
|
|
|||||||||
Insurance |
|
|
|
|||||||||
Sales and use taxes
|
|
|
|
|||||||||
Real estate
|
|
|
|
|||||||||
Advertising
|
|
|
|
|||||||||
Freight
|
|
|
|
|||||||||
Other
|
|
|
|
|||||||||
$
|
|
$
|
|
$
|
|
(7) |
Debt Obligations and Financing Arrangements
|
(8) |
Income Taxes
|
(9) |
Equity Incentive Plans
|
Weighted | ||||||||||||
Weighted | average | |||||||||||
average | remaining | |||||||||||
Number | exercise | contractual | ||||||||||
of options
|
price
|
term (years)
|
||||||||||
(in thousands, except share and per share amounts) | ||||||||||||
Outstanding at January 28,
2023
|
|
$
|
|
|||||||||
Granted
|
|
|
||||||||||
Forfeited
|
(
|
)
|
|
|||||||||
Exercised
|
(
|
)
|
|
|||||||||
Outstanding at July 29,
2023
|
|
|
|
|||||||||
Exercisable at July 29,
2023
|
|
|
|
Twenty-six weeks ended
|
||||||||
July 29, | July 30, | |||||||
2023
|
2022
|
|||||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected dividend yield
|
|
|
||||||
Expected life (years)
|
|
|
||||||
Expected volatility
|
|
%
|
|
%
|
Weighted | ||||||||
average | ||||||||
Number |
grant date
|
|||||||
of shares
|
fair value
|
|||||||
Non-vested balance at January 28, 2023
|
|
$
|
|
|||||
Granted
|
|
|
||||||
Forfeited
|
(
|
)
|
|
|||||
Vested
|
(
|
)
|
|
|||||
Non-vested balance at July 29,
2023
|
|
|
(10) |
Common Stock
|
(11)
|
Transactions with Affiliated and Related Parties
|
ITEM 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
● |
growing our merchant buying team to increase our access to brand name/closeout merchandise;
|
● |
adding members to our senior management team;
|
● |
expanding the capacity of our distribution centers to their current 2.4 million square feet and constructing a fourth distribution center in Princeton, IL; and
|
● |
investing in information technology, accounting, and warehouse management systems.
|
● |
growing our store base;
|
● |
increasing our offerings of great bargains; and
|
● |
leveraging and expanding Ollie’s Army.
|
● |
have been remodeled while remaining open;
|
● |
are closed for five or fewer days in any fiscal month;
|
● |
are closed temporarily and relocated within their respective trade areas; and
|
● |
have expanded, but are not significantly different in size, within their current locations.
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
|||||||||||||||
July 29,
|
July 30,
|
July 29,
|
July 30,
|
|||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
( dollars in thousands)
|
||||||||||||||||
Condensed consolidated statements of income data:
|
||||||||||||||||
Net sales
|
$
|
514,509
|
$
|
452,482
|
$
|
973,663
|
$
|
859,148
|
||||||||
Cost of sales
|
317,825
|
308,872
|
598,408
|
574,213
|
||||||||||||
Gross profit
|
196,684
|
143,610
|
375,255
|
284,935
|
||||||||||||
Selling, general and administrative expenses
|
134,623
|
118,466
|
264,891
|
234,739
|
||||||||||||
Depreciation and amortization expenses
|
6,655
|
5,579
|
13,138
|
10,826
|
||||||||||||
Pre-opening expenses
|
2,869
|
3,020
|
6,150
|
5,680
|
||||||||||||
Operating income
|
52,537
|
16,545
|
91,076
|
33,690
|
||||||||||||
Interest income, net
|
(3,402
|
)
|
(123
|
)
|
(6,077
|
)
|
(14
|
)
|
||||||||
Income before income taxes
|
55,939
|
16,668
|
97,153
|
33,704
|
||||||||||||
Income tax expense
|
13,758
|
2,571
|
23,992
|
7,084
|
||||||||||||
Net income
|
$
|
42,181
|
$
|
14,097
|
$
|
73,161
|
$
|
26,620
|
||||||||
Percentage of net sales (1):
|
||||||||||||||||
Net sales
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
100.0
|
%
|
||||||||
Cost of sales
|
61.8
|
68.3
|
61.5
|
66.8
|
||||||||||||
Gross profit
|
38.2
|
31.7
|
38.5
|
33.2
|
||||||||||||
Selling, general and administrative expenses
|
26.2
|
26.2
|
27.2
|
27.3
|
||||||||||||
Depreciation and amortization expenses
|
1.3
|
1.2
|
1.3
|
1.3
|
||||||||||||
Pre-opening expenses
|
0.6
|
0.7
|
0.6
|
0.7
|
||||||||||||
Operating income
|
10.2
|
3.7
|
9.4
|
3.9
|
||||||||||||
Interest income, net
|
(0.7
|
)
|
—
|
(0.6
|
)
|
—
|
||||||||||
Income before income taxes
|
10.9
|
3.7
|
10.0
|
3.9
|
||||||||||||
Income tax expense
|
2.7
|
0.6
|
2.5
|
0.8
|
||||||||||||
Net income
|
8.2
|
%
|
3.1
|
%
|
7.5
|
%
|
3.1
|
%
|
||||||||
Select operating data:
|
||||||||||||||||
New store openings
|
6
|
11
|
15
|
20
|
||||||||||||
Number of closed stores
|
—
|
(1
|
)
|
(1
|
)
|
(2
|
)
|
|||||||||
Number of stores open at end of period
|
482
|
449
|
482
|
449
|
||||||||||||
Average net sales per store (2)
|
$
|
1,074
|
$
|
1,014
|
$
|
2,044
|
$
|
1,949
|
||||||||
Comparable stores sales change
|
7.9
|
%
|
1.2
|
%
|
6.3
|
%
|
(8.5
|
)%
|
(1) |
Components may not add to totals due to rounding.
|
(2) |
Average net sales per store represents the weighted average of total net weekly sales divided by the number of stores open at the end of each week for the respective periods presented.
|
Thirteen weeks ended
|
Twenty-six weeks ended
|
|||||||||||||||
July 29,
|
July 30,
|
July 29,
|
July 30,
|
|||||||||||||
2023
|
2022
|
2023
|
2022
|
|||||||||||||
Net income
|
$
|
42,181
|
$
|
14,097
|
$
|
73,161
|
$
|
26,620
|
||||||||
Interest income, net
|
(3,402
|
)
|
(123
|
)
|
(6,077
|
)
|
(14
|
)
|
||||||||
Depreciation and amortization expenses(1)
|
8,292
|
7,053
|
16,366
|
13,761
|
||||||||||||
Income tax expense
|
13,758
|
2,571
|
23,992
|
7,084
|
||||||||||||
EBITDA
|
60,829
|
23,598
|
107,442
|
47,451
|
||||||||||||
Non-cash stock-based compensation expense
|
3,141
|
2,335
|
6,004
|
4,723
|
||||||||||||
Adjusted EBITDA
|
$
|
63,970
|
$
|
25,933
|
$
|
113,446
|
$
|
52,174
|
(1) |
Includes depreciation and amortization relating to our distribution centers, which is included within cost of sales on our condensed consolidated statements of income.
|
Twenty-six weeks ended
|
||||||||
July 29,
|
July 30,
|
|||||||
2023
|
2022
|
|||||||
(in thousands)
|
||||||||
Net cash provided by operating activities
|
$
|
109,765
|
$
|
3,955
|
||||
Net cash used in investing activities
|
(113,558
|
)
|
(23,503
|
)
|
||||
Net cash used in financing activities
|
(25,387
|
)
|
(9,386
|
)
|
||||
Net decrease in cash and cash equivalents
|
$
|
(29,180
|
)
|
$
|
(28,934
|
)
|
ITEM 3. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 4. |
CONTROLS AND PROCEDURES
|
ITEM 1. |
LEGAL PROCEEDINGS
|
ITEM 1A. |
RISK FACTORS
|
ITEM 2. |
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
Total
number
of shares repurchased (1)
|
Average
price paid
per share (2)
|
Total number of
shares purchased
as part of publicly
announced plans or
programs (3)
|
Approximate dollar
value of shares that
may yet be purchased
under the plans or
programs (3)
|
||||||||||||
April 30, 2023 through May 27, 2023
|
51,606
|
$
|
60.28
|
51,606
|
$
|
122,672,326
|
||||||||||
May 28, 2023 through July 1, 2023
|
200,296
|
$
|
59.31
|
200,296
|
$
|
110,743,029
|
||||||||||
July 2, 2023 through July 29, 2023
|
24,856
|
$
|
61.40
|
24,856
|
$
|
109,202,661
|
||||||||||
Total
|
276,758
|
276,758
|
(1) |
Consists of shares repurchased under the publicly announced share repurchase program.
|
(2) |
Includes commissions for the shares repurchased under the share repurchase program.
|
(3) |
On December 15, 2020, the Board of Directors authorized the repurchase of up to $100.00 million of shares of the Company’s common stock. On March 16, 2021, the Board of Directors of the Company authorized an
increase of $100.0 million in the Company’s share repurchase program resulting in $200.0 million approved for share repurchases through January 13, 2023. On November 30, 2021, the Board authorized an additional $200.0 million to repurchase
stock pursuant to the Company’s share repurchase program, expiring on December 15, 2023. Shares under both authorizations may be purchased from time to time in open market transactions (including blocks), privately negotiated transactions,
accelerated share repurchase programs or other derivative transactions, issuer self-tender offers or any combination of the foregoing. The timing of repurchases and the actual amount purchased will depend on a variety of factors, including
the market price of the Company’s shares, general market, economic and business conditions, and other corporate considerations. In addition, the authorizations are subject to extension or earlier termination by the Board of Directors at any
time. As of July 29, 2023, the Company had $109.2 million remaining under its share repurchase program. For further discussion on the share repurchase program, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.”
|
Director/Officer
|
Action &
Date of Action |
Commencement
of Trading Period
|
Scheduled
Termination of
Trading Period (1)
|
Security
Covered
|
Maximum Number
of Securities to be
Purchased or Sold
Pursuant to the
Trading Plan (2)
|
Covers
Purchase
or Sale?
|
|
|
October 17, 2023
|
|
Common Stock
|
|
Sale
|
|
(1)
|
The plan is subject to earlier
|
|
(2)
|
Subject to adjustments for stock splits, stock combinations, stock dividends and other similar changes to our common stock.
|
Exhibit No.
|
Description of Exhibits
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
||
**101.INS
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
|
|
**101.SCH
|
Inline XBRL Taxonomy Extension Schema Document.
|
|
**101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
**101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document.
|
|
**101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document.
|
|
**101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
**104
|
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
|
* |
Filed herewith.
|
** |
Submitted electronically with this Report.
|
OLLIE’S BARGAIN OUTLET HOLDINGS, INC.
|
|||
Date: August 31, 2023
|
/s/ Robert Helm
|
||
|
Robert Helm | ||
Senior Vice President and Chief Financial Officer | |||
|
(Principal Financial and Accounting Officer) |
1.
|
I have reviewed this quarterly report on Form 10-Q of Ollie’s Bargain Outlet Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 31, 2023
|
/s/ John Swygert
|
John Swygert
President and Chief Executive Officer
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Ollie’s Bargain Outlet Holdings, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee
of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to
record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: August 31, 2023
|
/s/ Robert Helm
|
Robert Helm
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 31, 2023
|
||
/s/ John Swygert
|
||
John Swygert
|
||
President and Chief Executive Officer
|
(1) |
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
|
(2) |
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date: August 31, 2023
|
||
/s/ Robert Helm
|
||
Robert Helm
|
||
Senior Vice President and Chief Financial Officer
|