UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 19, 2008
BJ’s Wholesale Club, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
001-13143 |
04-3360747 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Mercer Road, Natick, Massachusetts |
01760 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (508) 651-7400
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 2.02. Results of Operations and Financial Condition
On November 19, 2008, BJ’s Wholesale Club, Inc. (“the Company”) announced its earnings results for the fiscal quarter and nine months ended November 1, 2008. The full text of the press release issued in connection with the announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure
In the third quarter ended November 1, 2008, the Company, made the following changes in the presentation of its income statement. The following is intended to explain the effects of these changes on prior periods.
Classification of Ancillary Businesses
The Company revised the classification of the results of certain ancillary businesses, including its propane filling service, food courts, full-service optical centers and other ancillary businesses. While some of these businesses are operated by BJ’s directly, others are operated under arrangements with third parties.
The Company has historically presented the results of its ancillary businesses on a net basis in selling, general and administrative (“SG&A”) expenses in its income statements. Beginning in the third quarter, these items will be presented on a gross or net basis as determined by applying the appropriate authoritative literature. For arrangements requiring gross presentation, sales are now classified within total revenues and purchases are now classified within cost of sales. For arrangements requiring net presentation, results are now classified within total revenues or as an offset to rent which is presented as a component of cost of sales. These changes have no effect on net income or earnings per share, nor do they affect the Company’s financial position.
Presentation of Total Revenues
In periods prior to the third quarter ending November 1, 2008, the Company’s income statement showed “Net sales” and “Membership fees and other” as the two components of “Total revenues.” In its revised presentation, total revenues will consist of “Net sales,” “Membership fees” and “Other revenues.” “Other revenues” will now include both the items which were the “other” of “Membership fees and other” in the Company’s prior presentation, and the results of the ancillary businesses reclassified from SG&A expenses as discussed above. The Company believes that this will result in more transparency in the presentation of each category of revenue, as well as of cost of sales and SG&A expenses.
Discontinued Operations
As discussed in the Company’s financial statements for the third quarter ended November 1, 2008, the Company’s location in Greenville, South Carolina, was closed on October 14, 2008. Management has determined that the most appropriate presentation of the results of this location is in discontinued operations. As is required with discontinued operations presentation, the Company is reclassifying prior period results to conform with its new presentation beginning with the third quarter ended November 1, 2008. For informational purposes, the Company is disclosing the prior period reclassifications to discontinued operations in this Form 8-K.
The effects on prior periods of the revised income statement classification of the Company’s ancillary businesses, the revised presentation of total revenues, and the discontinued operations adjustments for the closing of the Company’s Greenville, South Carolina, club are presented in the tables below.
(Dollars in Thousands)
| Quarter ended May 3, 2008 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,258,911 | $ | — | $ | (5,783 | ) | $ | 2,253,128 | |||||||
| Membership fees |
47,507 | (3,349 | ) | (144 | ) | 44,014 | ||||||||||
| Other revenue |
— | 10,637 | (23 | ) | 10,614 | |||||||||||
| Total revenues |
2,306,418 | 7,288 | (5,950 | ) | 2,307,756 | |||||||||||
| Cost of sales, including buying and occupancy costs |
2,095,724 | (13 | ) | (5,538 | ) | 2,090,173 | ||||||||||
| Selling, general and administrative expenses |
181,113 | 7,301 | (492 | ) | 187,922 | |||||||||||
| Preopening expenses |
532 | — | — | 532 | ||||||||||||
| Operating income |
29,049 | — | 80 | 29,129 | ||||||||||||
| Interest income, net |
121 | — | — | 121 | ||||||||||||
| Income from continuing operations before income taxes |
29,170 | — | 80 | 29,250 | ||||||||||||
| Provision for income taxes |
11,872 | — | 33 | 11,905 | ||||||||||||
| Income from continuing operations |
17,298 | — | 47 | 17,345 | ||||||||||||
| Loss from discontinued operations |
(109 | ) | — | (47 | ) | (156 | ) | |||||||||
| Net income |
$ | 17,189 | $ | — | $ | — | $ | 17,189 | ||||||||
| Quarter ended August 2, 2008 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,651,312 | $ | — | $ | (6,932 | ) | $ | 2,644,380 | |||||||
| Membership fees |
48,052 | (3,625 | ) | (79 | ) | 44,348 | ||||||||||
| Other revenue |
— | 13,989 | (37 | ) | 13,952 | |||||||||||
| Total revenues |
2,699,364 | 10,364 | (7,048 | ) | 2,702,680 | |||||||||||
| Cost of sales, including buying and occupancy costs |
2,448,492 | 1,367 | (6,641 | ) | 2,443,218 | |||||||||||
| Selling, general and administrative expenses |
192,892 | 8,997 | (488 | ) | 201,401 | |||||||||||
| Preopening expenses |
129 | — | — | 129 | ||||||||||||
| Operating income |
57,851 | — | 81 | 57,932 | ||||||||||||
| Interest income, net |
484 | — | — | 484 | ||||||||||||
| Income from continuing operations before income taxes |
58,335 | — | 81 | 58,416 | ||||||||||||
| Provision for income taxes |
21,736 | — | 33 | 21,769 | ||||||||||||
| Income from continuing operations |
36,599 | — | 48 | 36,647 | ||||||||||||
| Loss from discontinued operations |
(108 | ) | — | (48 | ) | (156 | ) | |||||||||
| Net income |
$ | 36,491 | $ | — | $ | — | $ | 36,491 | ||||||||
(Dollars in Thousands)
| Quarter ended May 5, 2007 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,011,139 | $ | — | $ | (5,458 | ) | $ | 2,005,681 | |||||||
| Membership fees |
46,872 | (3,289 | ) | (171 | ) | 43,412 | ||||||||||
| Other revenue |
— | 11,645 | (25 | ) | 11,620 | |||||||||||
| Total revenues |
2,058,011 | 8,356 | (5,654 | ) | 2,060,713 | |||||||||||
| Cost of sales, including buying and occupancy costs |
1,868,513 | 691 | (5,154 | ) | 1,864,050 | |||||||||||
| Selling, general and administrative expenses |
165,051 | 7,665 | (406 | ) | 172,310 | |||||||||||
| Preopening expenses |
1,294 | — | — | 1,294 | ||||||||||||
| Operating income |
23,153 | — | (94 | ) | 23,059 | |||||||||||
| Interest income, net |
245 | — | — | 245 | ||||||||||||
| Income from continuing operations before income taxes |
23,398 | — | (94 | ) | 23,304 | |||||||||||
| Provision for income taxes |
9,593 | — | (38 | ) | 9,555 | |||||||||||
| Income from continuing operations |
13,805 | — | (56 | ) | 13,749 | |||||||||||
| Loss from discontinued operations |
(151 | ) | — | 56 | (95 | ) | ||||||||||
| Net income |
$ | 13,654 | $ | — | $ | — | $ | 13,654 | ||||||||
| Quarter ended August 4, 2007 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,248,212 | $ | — | $ | (5,878 | ) | $ | 2,242,334 | |||||||
| Membership fees |
46,772 | (3,157 | ) | (99 | ) | 43,516 | ||||||||||
| Other revenue |
— | 13,620 | (35 | ) | 13,585 | |||||||||||
| Total revenues |
2,294,984 | 10,463 | (6,012 | ) | 2,299,435 | |||||||||||
| Cost of sales, including buying and occupancy costs |
2,069,089 | 1,091 | (5,538 | ) | 2,064,642 | |||||||||||
| Selling, general and administrative expenses |
174,812 | 9,372 | (446 | ) | 183,738 | |||||||||||
| Preopening expenses |
1,244 | — | — | 1,244 | ||||||||||||
| Operating income |
49,839 | — | (28 | ) | 49,811 | |||||||||||
| Interest income, net |
1,102 | — | — | 1,102 | ||||||||||||
| Income from continuing operations before income taxes |
50,941 | — | (28 | ) | 50,913 | |||||||||||
| Provision for income taxes |
16,879 | — | (5 | ) | 16,874 | |||||||||||
| Income from continuing operations |
34,062 | — | (23 | ) | 34,039 | |||||||||||
| Income from discontinued operations |
2,205 | — | 23 | 2,228 | ||||||||||||
| Net income |
$ | 36,267 | $ | — | $ | — | $ | 36,267 | ||||||||
| Quarter ended November 3, 2007 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,124,469 | $ | — | $ | (5,403 | ) | $ | 2,119,066 | |||||||
| Membership fees |
47,926 | (3,510 | ) | (92 | ) | 44,324 | ||||||||||
| Other revenue |
— | 11,068 | (25 | ) | 11,043 | |||||||||||
| Total revenues |
2,172,395 | 7,558 | (5,520 | ) | 2,174,433 | |||||||||||
| Cost of sales, including buying and occupancy costs |
1,961,228 | (64 | ) | (5,176 | ) | 1,955,988 | ||||||||||
| Selling, general and administrative expenses |
172,933 | 7,622 | (480 | ) | 180,075 | |||||||||||
| Preopening expenses |
866 | — | — | 866 | ||||||||||||
| Operating income |
37,368 | — | 136 | 37,504 | ||||||||||||
| Interest income, net |
963 | — | — | 963 | ||||||||||||
| Income from continuing operations before income taxes |
38,331 | — | 136 | 38,467 | ||||||||||||
| Provision for income taxes |
15,525 | — | 48 | 15,573 | ||||||||||||
| Income from continuing operations |
22,806 | — | 88 | 22,894 | ||||||||||||
| Loss from discontinued operations |
(109 | ) | — | (88 | ) | (197 | ) | |||||||||
| Net income |
$ | 22,697 | $ | — | $ | — | $ | 22,697 | ||||||||
| Quarter ended February 2, 2008 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 2,430,795 | $ | — | $ | (6,258 | ) | $ | 2,424,537 | |||||||
| Membership fees |
48,817 | (4,172 | ) | (115 | ) | 44,530 | ||||||||||
| Other revenue |
— | 10,842 | (25 | ) | 10,817 | |||||||||||
| Total revenues |
2,479,612 | 6,670 | (6,398 | ) | 2,479,884 | |||||||||||
| Cost of sales, including buying and occupancy costs |
2,212,484 | (735 | ) | (5,848 | ) | 2,205,901 | ||||||||||
| Selling, general and administrative expenses |
181,046 | 7,405 | (497 | ) | 187,954 | |||||||||||
| Preopening expenses |
1,151 | — | — | 1,151 | ||||||||||||
| Operating income |
84,931 | — | (53 | ) | 84,878 | |||||||||||
| Interest income, net |
1,432 | — | — | 1,432 | ||||||||||||
| Income from continuing operations before income taxes |
86,363 | — | (53 | ) | 86,310 | |||||||||||
| Provision for income taxes |
35,631 | — | (20 | ) | 35,611 | |||||||||||
| Income from continuing operations |
50,732 | — | (33 | ) | 50,699 | |||||||||||
| Loss from discontinued operations |
(489 | ) | — | 33 | (456 | ) | ||||||||||
| Net income |
$ | 50,243 | $ | — | $ | — | $ | 50,243 | ||||||||
(Dollars in Thousands)
| Year Ended February 2, 2008 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 8,814,615 | $ | — | $ | (22,997 | ) | $ | 8,791,618 | |||||||
| Membership fees |
190,387 | (14,128 | ) | (477 | ) | 175,782 | ||||||||||
| Other revenue |
— | 47,175 | (110 | ) | 47,065 | |||||||||||
| Total revenues |
9,005,002 | 33,047 | (23,584 | ) | 9,014,465 | |||||||||||
| Cost of sales, including buying and occupancy costs |
8,111,314 | 983 | (21,716 | ) | 8,090,581 | |||||||||||
| Selling, general and administrative expenses |
693,842 | 32,064 | (1,829 | ) | 724,077 | |||||||||||
| Provision for credit card claims |
— | — | — | — | ||||||||||||
| Preopening expenses |
4,555 | — | — | 4,555 | ||||||||||||
| Operating income |
195,291 | — | (39 | ) | 195,252 | |||||||||||
| Interest income, net |
3,742 | — | — | 3,742 | ||||||||||||
| Gain on contingent lease obligations |
— | — | — | — | ||||||||||||
| Income from continuing operations before income taxes |
199,033 | — | (39 | ) | 198,994 | |||||||||||
| Provision for income taxes |
77,628 | — | (15 | ) | 77,613 | |||||||||||
| Income (loss) from continuing operations |
121,405 | — | (24 | ) | 121,381 | |||||||||||
| Income from discontinued operations |
1,456 | — | 24 | 1,480 | ||||||||||||
| Net income |
$ | 122,861 | $ | — | $ | — | $ | 122,861 | ||||||||
| Year Ended February 3, 2007 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 8,303,496 | $ | — | $ | (23,117 | ) | $ | 8,280,379 | |||||||
| Membership fees |
176,785 | (14,539 | ) | (499 | ) | 161,747 | ||||||||||
| Other revenue |
— | 54,652 | (156 | ) | 54,496 | |||||||||||
| Total revenues |
8,480,281 | 40,113 | (23,772 | ) | 8,496,622 | |||||||||||
| Cost of sales, including buying and occupancy costs |
7,619,125 | 3,838 | (21,681 | ) | 7,601,282 | |||||||||||
| Selling, general and administrative expenses |
705,249 | 36,275 | (1,822 | ) | 739,702 | |||||||||||
| Provision for credit card claims |
2,000 | — | — | 2,000 | ||||||||||||
| Preopening expenses |
9,524 | — | — | 9,524 | ||||||||||||
| Operating income |
144,383 | — | (269 | ) | 144,114 | |||||||||||
| Interest income, net |
2,638 | — | — | 2,638 | ||||||||||||
| Gain on contingent lease obligations |
3,119 | — | — | 3,119 | ||||||||||||
| Income from continuing operations before income taxes |
150,140 | — | (269 | ) | 149,871 | |||||||||||
| Provision for income taxes |
57,183 | — | (102 | ) | 57,081 | |||||||||||
| Income (loss) from continuing operations |
92,957 | — | (167 | ) | 92,790 | |||||||||||
| Loss from discontinued operations |
(20,941 | ) | — | 167 | (20,774 | ) | ||||||||||
| Net income |
$ | 72,016 | $ | — | $ | — | $ | 72,016 | ||||||||
(Dollars in Thousands)
| Year Ended January 28, 2006 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 7,748,184 | $ | — | $ | (22,770 | ) | $ | 7,725,414 | |||||||
| Membership fees |
165,919 | (15,905 | ) | (476 | ) | 149,538 | ||||||||||
| Other revenue |
— | 58,162 | (186 | ) | 57,976 | |||||||||||
| Total revenues |
7,914,103 | 42,257 | (23,432 | ) | 7,932,928 | |||||||||||
| Cost of sales, including buying and occupancy costs |
7,076,702 | 8,373 | (21,412 | ) | 7,063,663 | |||||||||||
| Selling, general and administrative expenses |
611,127 | 33,884 | (1,775 | ) | 643,236 | |||||||||||
| Provision for credit card claims |
4,000 | — | — | 4,000 | ||||||||||||
| Preopening expenses |
7,601 | — | — | 7,601 | ||||||||||||
| Operating income |
214,673 | — | (245 | ) | 214,428 | |||||||||||
| Interest income, net |
2,742 | — | — | 2,742 | ||||||||||||
| Gain on contingent lease obligations |
4,494 | — | — | 4,494 | ||||||||||||
| Income from continuing operations before income taxes |
221,909 | — | (245 | ) | 221,664 | |||||||||||
| Provision for income taxes |
86,503 | — | (96 | ) | 86,407 | |||||||||||
| Income (loss) from continuing operations |
135,406 | — | (149 | ) | 135,257 | |||||||||||
| Loss from discontinued operations |
(6,873 | ) | — | 149 | (6,724 | ) | ||||||||||
| Net income |
$ | 128,533 | $ | — | $ | — | $ | 128,533 | ||||||||
| Year Ended January 29, 2005 |
As Previously Reported |
Other Income Adjustments |
Discontinued Operations Adjustments |
As Reclassified | ||||||||||||
| Net sales |
$ | 7,215,968 | $ | — | $ | (22,056 | ) | $ | 7,193,912 | |||||||
| Membership fees |
155,060 | (15,618 | ) | (456 | ) | 138,986 | ||||||||||
| Other revenue |
— | 57,912 | (209 | ) | 57,703 | |||||||||||
| Total revenues |
7,371,028 | 42,294 | (22,721 | ) | 7,390,601 | |||||||||||
| Cost of sales, including buying and occupancy costs |
6,604,245 | 7,067 | (21,028 | ) | 6,590,284 | |||||||||||
| Selling, general and administrative expenses |
562,398 | 35,227 | (1,788 | ) | 595,837 | |||||||||||
| Provision for credit card claims |
7,000 | — | — | 7,000 | ||||||||||||
| Preopening expenses |
13,199 | — | — | 13,199 | ||||||||||||
| Operating income |
184,186 | — | 95 | 184,281 | ||||||||||||
| Interest income, net |
803 | — | — | 803 | ||||||||||||
| Gain on contingent lease obligations |
9,424 | — | — | 9,424 | ||||||||||||
| Income from continuing operations before income taxes |
194,413 | — | 95 | 194,508 | ||||||||||||
| Provision for income taxes |
74,799 | — | 37 | 74,836 | ||||||||||||
| Income (loss) from continuing operations |
119,614 | — | 58 | 119,672 | ||||||||||||
| Loss from discontinued operations |
(5,213 | ) | — | (58 | ) | (5,271 | ) | |||||||||
| Net income |
$ | 114,401 | $ | — | $ | — | $ | 114,401 | ||||||||
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:
| 99.1 | Press Release issued by BJ’s Wholesale Club, Inc. on November 19, 2008. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 19, 2008 | BJ’s WHOLESALE CLUB, INC. | |||||
| By: | /s/ Frank D. Forward | |||||
| Frank D. Forward Executive Vice President and Chief Financial Officer | ||||||