Big Lots, Inc. 8-K 11-16-2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 16,
2006
BIG
LOTS, INC.
(Exact
name of registrant as specified in its charter)
Ohio
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1-8897
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06-1119097
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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300
Phillipi Road, Columbus, Ohio 43228
(Address
of principal executive office) (Zip Code)
(614)
278-6800
(Registrant’s
telephone number, including area code)
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:
£
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
2.02
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Results
of Operations and Financial
Condition.
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On
November 16, 2006, the Company issued a press release and conducted a conference
call, both of which reported the Company’s unaudited results for the third
quarter of fiscal year 2006, revised its previously issued guidance for fiscal
year 2006 and the fourth quarter of fiscal year 2006, and provided an update
on
its share repurchase program. The press release and conference call both
included “non-GAAP financial measures” as that term is defined by Rule 101 of
Regulation G (17 CFR Part 244) and Item 10 of Regulation S-K (17 CFR Part 229).
Specifically, the following non-GAAP financial measures were included: (i)
adjusted selling and administrative expenses; (ii) adjusted operating profit
(loss); (iii) adjusted income (loss) from continuing operations before income
taxes; (iv) adjusted income tax expense (benefit); (v) adjusted income (loss)
from continuing operations; (vi) adjusted net income (loss); and (vi) adjusted
income (loss) per common share - basic and diluted.
These
non-GAAP financial measures exclude from the most directly comparable financial
measures calculated and presented in accordance with accounting principles
generally accepted in the United States of America (“GAAP”) an after-tax charge
to continuing operations of $6.1 million related to the preliminary settlement
of two litigated matters. As required by Rule 100 of Regulation G and Item
10 of
Regulation S-K, the press release, which was posted on the Company’s website and
referred to during the conference call, contained a presentation of the most
directly comparable financial measures calculated and presented in accordance
GAAP and a reconciliation of the differences between the non-GAAP financial
measures and the most directly comparable financial measures calculated and
presented in accordance with GAAP.
The
Company’s management believes that the disclosure of these non-GAAP financial
measures provides useful information to investors because the non-GAAP financial
measures present an alternative and more relevant method for measuring the
Company’s operating performance, excluding special items included in the most
directly comparable GAAP financial measures, that management believes is more
indicative of the Company’s on-going operating results and financial condition.
The Company’s management uses these non-GAAP financial measures, along with the
most directly comparable GAAP financial measures, in evaluating the Company’s
operating performance.
Non-GAAP
financial measures should not be considered in isolation from, or as a
substitute for, financial information presented in accordance with GAAP.
Non-GAAP financial measures as reported by the Company may not be comparable
to
similarly titled items reported by other companies.
Attached
as exhibits to this Form 8-K are copies of the Company’s November 16, 2006 press
release (Exhibit 99.1) and the transcript of the Company’s November 16, 2006
conference call (Exhibit 99.2), including information concerning forward-looking
statements and factors that may affect the Company’s future results. The
information in Exhibits 99.1 and 99.2 is being furnished, not filed, pursuant
to
Item 2.02 of this Form 8-K. By furnishing the information in this Form 8-K
and
the attached exhibits, the Company is making no admission as to the materiality
of any information in this Form 8-K or the exhibits.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibits
marked with an asterisk (*) are filed or furnished herewith.
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Big
Lots, Inc. press release dated November 16,
2006.
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Transcript
of Big Lots, Inc. conference call dated November 16,
2006.
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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.
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BIG
LOTS, INC. |
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Dated:
November 22, 2006
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By:
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/s/
Charles W. Haubiel II
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Charles
W. Haubiel II
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Senior
Vice President, General Counsel
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and
Corporate Secretary
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