
PART I - FINANCIAL INFORMATION Item 1. Financial Statements This section presents the unaudited condensed consolidated financial statements for Ollie's Bargain Outlet Holdings, Inc. and its subsidiaries, including statements of income, balance sheets, stockholders' equity, and cash flows, along with detailed notes explaining the basis of presentation, significant accounting policies, and specific financial line items for the thirteen weeks ended April 29, 2023, and April 30, 2022 Condensed Consolidated Statements of Income Condensed Consolidated Statements of Income (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :---------------------------------- | :---------------------------- | :---------------------------- | | Net sales | $459,154 | $406,666 | | Cost of sales | $280,583 | $265,341 | | Gross profit | $178,571 | $141,325 | | Selling, general, and administrative expenses | $130,268 | $116,273 | | Depreciation and amortization expenses | $6,483 | $5,247 | | Pre-opening expenses | $3,281 | $2,660 | | Operating income | $38,539 | $17,145 | | Interest (income) expense, net | $(2,675) | $109 | | Income before income taxes | $41,214 | $17,036 | | Income tax expense | $10,234 | $4,513 | | Net income | $30,980 | $12,523 | | Earnings per common share: Basic | $0.50 | $0.20 | | Earnings per common share: Diluted | $0.50 | $0.20 | Condensed Consolidated Balance Sheets Condensed Consolidated Balance Sheets (As of): | Metric | April 29, 2023 (in thousands) | January 28, 2023 (in thousands) | April 30, 2022 (in thousands) | | :---------------------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Cash and cash equivalents | $134,959 | $210,596 | $205,463 | | Short-term investments | $140,530 | $60,165 | - | | Inventories | $497,988 | $470,534 | $517,033 | | Total current assets | $783,268 | $754,296 | $731,356 | | Total assets | $2,091,038 | $2,044,096 | $1,989,830 | | Total current liabilities | $278,213 | $259,285 | $258,154 | | Total liabilities | $707,082 | $682,027 | $687,395 | | Total stockholders' equity | $1,383,956 | $1,362,069 | $1,302,435 | Condensed Consolidated Statements of Stockholders' Equity Changes in Stockholders' Equity (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :---------------------------------- | :---------------------------- | :---------------------------- | | Balance as of January 28, 2023 / January 29, 2022 | $1,362,069 | $1,287,710 | | Stock-based compensation expense | $2,863 | $2,388 | | Proceeds from stock options exercised | $1,592 | $298 | | Common shares withheld for taxes | $(1,268) | $(484) | | Shares repurchased | $(12,280) | - | | Net income | $30,980 | $12,523 | | Balance as of April 29, 2023 / April 30, 2022 | $1,383,956 | $1,302,435 | Condensed Consolidated Statements of Cash Flows Condensed Consolidated Statements of Cash Flows (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :---------------------------------- | :---------------------------- | :---------------------------- | | Net cash provided by (used in) operating activities | $35,872 | $(31,516) | | Net cash used in investing activities | $(99,311) | $(9,617) | | Net cash used in financing activities | $(12,198) | $(381) | | Net decrease in cash and cash equivalents | $(75,637) | $(41,514) | | Cash and cash equivalents, end of the period | $134,959 | $205,463 | Notes to Condensed Consolidated Financial Statements (1) Basis of Presentation and Summary of Significant Accounting Policies - Ollie's Bargain Outlet Holdings, Inc. operates as an extreme value retailer, primarily buying overproduced, overstocked, and closeout merchandise, supplemented by private label products18 - As of April 29, 2023, the Company had grown to 476 retail locations across 29 states19 - The Company follows a 52/53-week fiscal year, ending on the Saturday nearest to January 31st20 - The Company is comprised of one operating segment for disclosure purposes23 Short-term Investment Securities (As of April 29, 2023): | Type | Amortized Cost (in thousands) | Unrealized Losses (in thousands) | Fair Market Value (in thousands) | | :---------------- | :---------------------------- | :------------------------------- | :------------------------------- | | Treasury Bonds | $101,072 | $(935) | $100,137 | | Municipal bonds | $39,458 | $(164) | $39,294 | | Total | $140,530 | $(1,099) | $139,431 | (2) Net Sales - Revenue recognition for retail sales occurs when merchandise is sold and the customer takes possession; Net sales also include revenue from redeemed Ollie's Army loyalty program discounts and gift card breakage29 Ollie's Army Loyalty Program Liability (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :---------------- | :---------------------------- | :---------------------------- | | Beginning balance | $8,130 | $7,782 | | Revenue deferred | $3,326 | $3,248 | | Revenue recognized | $(2,687) | $(3,037) | | Ending balance | $8,769 | $7,993 | Gift Card Liability (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :-------------------------------- | :---------------------------- | :---------------------------- | | Beginning balance | $2,527 | $2,291 | | Gift card issuances | $900 | $1,064 | | Gift card redemption and breakage | $(1,098) | $(1,232) | | Ending balance | $2,329 | $2,123 | (3) Earnings per Common Share Earnings per Common Share (Thirteen weeks ended): | Metric | April 29, 2023 | April 30, 2022 | | :------------------------------------------ | :------------- | :------------- | | Net income (in thousands) | $30,980 | $12,523 | | Weighted average common shares outstanding – Basic (in thousands) | 61,970 | 62,869 | | Weighted average common shares outstanding – Diluted (in thousands) | 62,207 | 63,011 | | Earnings per common share – Basic | $0.50 | $0.20 | | Earnings per common share – Diluted | $0.50 | $0.20 | - The effect of 841,519 stock options and 26,241 non-vested restricted stock units for the thirteen weeks ended April 29, 2023, were excluded from diluted EPS calculation as they were antidilutive3233 (4) Leases - The Company accounts for its leases under ASC 842, classifying them as operating or financing leases and recording them as right-of-use assets and lease liabilities34 - Ollie's generally leases stores, offices, and distribution facilities under operating leases expiring through 2035, with renewal options typically not considered in the lease term37 Operating Lease Liabilities Maturity (As of April 29, 2023): | Fiscal Year | Amount (in thousands) | | :---------------- | :-------------------- | | Remainder of 2023 | $70,605 | | 2024 | $94,589 | | 2025 | $76,743 | | 2026 | $70,595 | | 2027 | $58,577 | | Thereafter | $128,047 | | Total undiscounted lease payments | $499,156 | | Less: Imputed interest | $(52,837) | | Total lease obligations | $446,319 | | Less: Current obligations under leases | $(89,528) | | Long-term lease obligations | $356,791 | Operating Lease Information (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :------------------------------------------ | :---------------------------- | :---------------------------- | | Cash paid for operating leases | $25,344 | $22,919 | | Operating lease cost | $24,888 | $22,832 | | Weighted-average remaining lease term | 6.3 years | 6.6 years | | Weighted-average discount rate | 3.5% | 3.4% | (5) Commitments and Contingencies - In March 2023, the Company acquired land for its fourth distribution center in Princeton, IL, with an expected total cost of $80 to $85 million and occupancy anticipated in the second quarter of fiscal 202441 - The Company does not believe that any current claims or legal actions will have a material adverse effect on its financial position, results of operations, liquidity, or capital resources42 (6) Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities (As of): | Category | April 29, 2023 (in thousands) | January 28, 2023 (in thousands) | April 30, 2022 (in thousands) | | :----------------------- | :---------------------------- | :---------------------------- | :---------------------------- | | Compensation and benefits | $11,307 | $14,751 | $14,262 | | Deferred revenue | $11,098 | $10,657 | $10,116 | | Insurance | $9,517 | $9,141 | $9,680 | | Sales and use taxes | $8,694 | $6,567 | $7,492 | | Advertising | $7,004 | $6,582 | $2,944 | | Real estate | $6,223 | $6,283 | $7,167 | | Freight | $2,035 | $2,641 | $3,554 | | Other | $20,258 | $20,337 | $16,284 | | Total | $76,136 | $76,959 | $71,499 | (7) Debt Obligations and Financing Arrangements - The Company has a five-year $100.0 million revolving credit facility, maturing on May 22, 202446 - On January 24, 2023, the Credit Facility was amended to replace LIBOR-based interest rates with SOFR-based interest rates47 - As of April 29, 2023, there were no outstanding borrowings under the Revolving Credit Facility, with $91.6 million of borrowing availability49 - The Company was in compliance with all terms of the Credit Facility during the thirteen weeks ended April 29, 202350 (8) Income Taxes Income Tax Expense and Effective Rate (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :-------------------- | :---------------------------- | :---------------------------- | | Income tax expense | $10,234 | $4,513 | | Effective income tax rate | 24.8% | 26.5% | | Change in effective rate | -1.7 percentage points | | - The decrease in the effective income tax rate for Q1 2023 was primarily driven by the impact of discrete items recognized, mainly stock-based compensation52 (9) Equity Incentive Plans - The 2015 equity incentive plan allows for the issuance of up to 5,250,000 shares, with 1,891,024 shares available for grant as of April 29, 202357 Stock Option Activity (Thirteen weeks ended April 29, 2023): | Metric | Number of options | Weighted average exercise price | | :------------------------ | :---------------- | :------------------------------ | | Outstanding at January 28, 2023 | 1,209,251 | $53.92 | | Granted | 143,668 | $57.98 | | Forfeited | (5,791) | $60.21 | | Exercised | (42,366) | $37.58 | | Outstanding at April 29, 2023 | 1,304,762 | $54.87 | | Exercisable at April 29, 2023 | 706,292 | $53.93 | Restricted Stock Unit (RSU) Activity (Thirteen weeks ended April 29, 2023): | Metric | Number of shares | Weighted average grant date fair value | | :------------------------------ | :--------------- | :------------------------------------- | | Non-vested balance at January 28, 2023 | 276,278 | $50.32 | | Granted | 199,430 | $57.98 | | Forfeited | (2,357) | $51.87 | | Vested | (85,981) | $51.72 | | Non-vested balance at April 29, 2023 | 387,370 | $53.94 | - Stock-based compensation expense was $2.9 million for Q1 2023, up from $2.4 million for Q1 202262 - As of April 29, 2023, there was $33.2 million of total unrecognized compensation cost related to non-vested stock-based compensation, expected to be recognized over a weighted average period of 3 years63 (10) Common Stock - The Company repurchased 215,522 shares of its common stock for $12.3 million during the thirteen weeks ended April 29, 202366 - As of April 29, 2023, $125.9 million remained under the Company's share repurchase authorization66 (11) Transactions with Affiliated and Related Parties - During Q1 2023, the Company purchased $0.5 million in inventory from a subsidiary of Hillman Solutions, Inc., where Ollie's CEO is a board member67 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Ollie's financial condition and operational results for the first quarter of fiscal 2023 compared to the prior year; It covers the company's business overview, growth strategies, key performance indicators, factors affecting comparability, detailed results of operations, and an analysis of liquidity and capital resources Overview - Ollie's is a highly differentiated and fast-growing, extreme value retailer offering brand name merchandise at drastically reduced prices, known for its 'Good Stuff Cheap' assortment72 - The Company provides a unique, fun, and engaging 'treasure hunt' shopping experience with witty in-store signage and advertising72 Our Growth Strategy - Ollie's has grown organically to 476 stores in 29 states as of April 29, 2023, by backfilling existing markets and expanding into new contiguous states73 - The Company's distribution capabilities, including an expanded York, PA DC and a new fourth DC in Princeton, IL (expected Q2 FY2024), are projected to support over 700 stores74 - Key growth strategies include growing the store base, increasing offerings of great bargains, and leveraging/expanding the Ollie's Army loyalty program76 - The new store model targets 25,000 to 35,000 square feet, an average initial cash investment of approximately $1.0 million, and target sales of approximately $4.0 million in their first full year75 How We Assess the Performance of Our Business and Key Line Items - Key measures used to assess business performance include number of new stores, net sales, comparable store sales, gross profit and gross margin, SG&A, pre-opening expenses, operating income, EBITDA, and Adjusted EBITDA80 Number of New Stores - New store growth is the primary driver of sales growth, with initial lease terms typically around seven years82 Net Sales - Net sales include retail sales, redeemed Ollie's Army loyalty program discounts, and gift card breakage, with growth primarily driven by store base expansion and increased access to brand name merchandise83 - The Company believes its extreme value offerings make it less impacted by economic cycles and declines in general consumer spending habits84 Comparable Store Sales - Comparable store sales measure performance for stores open since the first day of the sixteenth full fiscal month following their opening85 - Stores are included in comparable store sales even if remodeled, temporarily closed for five or fewer days, relocated within trade areas, or expanded without significant size change86 Gross Profit and Gross Margin - Gross profit is net sales less cost of sales, with gross margin indicating selling efficiency, influenced by product mix, merchandise availability, and a disciplined buying approach888990 Selling, General, and Administrative Expenses - SG&A includes payroll, benefits, marketing, occupancy, and corporate expenses, which generally increase with store growth but are managed to maintain strict discipline as a percentage of net sales93 Depreciation and Amortization Expenses - Depreciation and amortization are computed using the straight-line method, with distribution center depreciation included in cost of sales94 Pre-Opening Expenses - Pre-opening expenses for new stores and distribution centers, as well as store remodel and closing costs, are expensed as incurred95 Operating Income - Operating income, calculated as gross profit less SG&A, depreciation, and pre-opening expenses, serves as an indicator of business productivity and expense management96 EBITDA and Adjusted EBITDA - EBITDA and Adjusted EBITDA are non-GAAP measures used by management and investors to evaluate financial performance, business strategies, and for peer comparison, by excluding certain non-core or non-cash items9798 - EBITDA is defined as net income before net interest income or expense, depreciation and amortization expenses, and income taxes98 - Adjusted EBITDA further adjusts EBITDA for non-cash stock-based compensation expense and gains on insurance settlements98 Factors Affecting the Comparability of our Results of Operations Historical Results - Historical results are not necessarily indicative of future performance100 Store Openings and Closings - In Q1 fiscal 2023, the Company opened 9 new stores and closed 1, incurring $2.1 million in associated expenses101 - In Q1 fiscal 2022, the Company opened 9 new stores and closed 1 (due to relocation), incurring $2.7 million in associated expenses101 Seasonality - The business is seasonal, with demand generally highest in the fourth fiscal quarter due to the holiday sales season, leading to fluctuations in inventory and working capital102 - Despite seasonality, the Company believes its extreme value offerings make it less impacted by economic cycles102 Results of Operations Key Financial Performance (Thirteen weeks ended): | Metric | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | YoY Change (in thousands) | YoY % Change | | :---------------------------------- | :---------------------------- | :---------------------------- | :------------------------ | :----------- | | Net sales | $459,154 | $406,666 | $52,488 | 12.9% | | Gross profit | $178,571 | $141,325 | $37,246 | 26.4% | | Operating income | $38,539 | $17,145 | $21,394 | 124.8% | | Net income | $30,980 | $12,523 | $18,457 | 147.4% | | Adjusted EBITDA | $49,476 | $26,241 | $23,235 | 88.5% | | Comparable stores sales change | 4.5% | (17.3%) | 21.8 percentage points | | First Quarter of Fiscal 2023 Compared to First Quarter of Fiscal 2022 Net Sales - Net sales increased by $52.5 million, or 12.9%, to $459.2 million in Q1 fiscal 2023, driven by an $18.0 million increase in comparable store sales and a $34.5 million increase from non-comparable (new) stores109 Comparable store sales - Comparable store sales increased 4.5% in Q1 fiscal 2023, a significant improvement from a 17.3% decrease in Q1 fiscal 2022, primarily due to an increase in the number of transactions110 - Increases in food, candy, health and beauty aids, lawn & garden, and flooring departments were partially offset by declines in certain home-related categories110 Gross Profit and Gross Margin - Gross profit increased to $178.6 million in Q1 fiscal 2023 from $141.3 million in Q1 fiscal 2022111 - Gross margin increased by 410 basis points to 38.9% in Q1 fiscal 2023, primarily due to favorable supply chain costs, partially offset by lower merchandise margin related to shrink and a higher mix of consumables111 Selling, General, and Administrative Expenses - SG&A increased by $14.0 million, or 12.0%, to $130.3 million in Q1 fiscal 2023, mainly due to higher selling expenses from new store openings and incentive compensation112 - As a percentage of net sales, SG&A decreased to 28.4% in Q1 fiscal 2023 from 28.6% in Q1 fiscal 2022, primarily due to leverage of fixed expenses on increased comparable store sales112 Pre-Opening Expenses - Pre-opening expenses increased to $3.3 million in Q1 fiscal 2023 from $2.7 million in Q1 fiscal 2022, primarily due to incremental investments in the store remodel program113 - As a percentage of net sales, pre-opening expenses remained flat at 0.7% in both periods113 Interest (Income) Expense, Net - The Company reported net interest income of $2.7 million in Q1 fiscal 2023, a significant improvement from net interest expense of $0.1 million in Q1 fiscal 2022, driven by favorable interest rates and higher average cash and short-term investment balances114 Income Tax Expense - Income tax expense increased to $10.2 million in Q1 fiscal 2023 from $4.5 million in Q1 fiscal 2022115 - The effective tax rate decreased to 24.8% in Q1 fiscal 2023 from 26.5% in Q1 fiscal 2022, primarily due to an increase in excess tax benefits related to stock-based compensation115 Net Income - Net income increased by $18.5 million, or 147.4%, to $31.0 million in Q1 fiscal 2023116 Adjusted EBITDA - Adjusted EBITDA increased by $23.3 million, or 88.5%, to $49.5 million in Q1 fiscal 2023117 Liquidity and Capital Resources Overview - Primary liquidity sources are net cash flows from operating activities and available borrowings under the $100.0 million Revolving Credit Facility118 - As of April 29, 2023, the Company had $91.6 million available under its Revolving Credit Facility and $275.5 million in cash and short-term investments118 - Capital expenditures were $19.0 million in Q1 fiscal 2023, primarily for new store openings, store resets, distribution centers, and IT investments118 - The Company expects to open approximately 45 stores during fiscal 2023 and believes its current liquidity is adequate to finance planned capital expenditures and working capital for the next 12 months118122 Share Repurchase Program - The Board authorized an additional $200.0 million for share repurchases on November 30, 2021, expiring on December 15, 2023123 - During Q1 fiscal 2023, the Company repurchased 215,522 shares for $12.3 million, with $125.9 million remaining under authorization as of April 29, 2023124 Summary of Cash Flows Summary of Cash Flows (Thirteen weeks ended): | Activity | April 29, 2023 (in thousands) | April 30, 2022 (in thousands) | | :-------------------------------- | :---------------------------- | :---------------------------- | | Net cash provided by (used in) operating activities | $35,872 | $(31,516) | | Net cash used in investing activities | $(99,311) | $(9,617) | | Net cash used in financing activities | $(12,198) | $(381) | | Net decrease in cash and cash equivalents | $(75,637) | $(41,514) | Cash Provided by Operating Activities - Net cash provided by operating activities increased to $35.8 million in Q1 fiscal 2023 from net cash used of $31.5 million in Q1 fiscal 2022, primarily due to decreased working capital needs and higher net income126 Cash Used in Investing Activities - Net cash used in investing activities increased significantly to $99.3 million in Q1 fiscal 2023 from $9.6 million in Q1 fiscal 2022, mainly due to $85.4 million in purchases of short-term investments and increased capital expenditures127 Cash Used in Financing Activities - Net cash used in financing activities increased to $12.2 million in Q1 fiscal 2023 from $0.4 million in Q1 fiscal 2022, primarily due to $12.3 million in share repurchases in the current quarter128 Contractual Obligations - There have been no material changes to contractual obligations as disclosed in the Annual Report, other than those occurring in the ordinary course of business129 Off-Balance Sheet Arrangements - The Company does not have any material off-balance sheet arrangements that would affect its financial condition or results of operations130 Critical Accounting Policies and Estimates - There have been no significant changes in the Company's critical accounting policies and estimates131 Recently Issued Accounting Pronouncements - No recently issued accounting pronouncements are applicable to the Company132 Item 3. Quantitative and Qualitative Disclosures About Market Risk This section addresses the company's exposure to market risks, specifically interest rate fluctuations and the potential impact of inflation, noting no material changes from previous disclosures in the Annual Report Interest Rate Risk - The Company is subject to interest rate risk from its variable-rate Revolving Credit Facility, but had no outstanding variable rate debt as of April 29, 2023133 - There were no material changes in market risks from the disclosures in the Annual Report133 Impact of Inflation - The effects of inflation on the Company's historical results of operations and financial condition are believed to have been immaterial134 - The Company cannot assure that its future results will not be materially impacted by inflation134 Item 4. Controls and Procedures This section details management's evaluation of the effectiveness of the company's disclosure controls and procedures, concluding they are effective, and confirms no material changes to internal control over financial reporting during the period Evaluation of Disclosure Controls and Procedures - Management, including the CEO and CFO, concluded that disclosure controls and procedures were effective at a reasonable assurance level as of the end of the reporting period135 - Disclosure controls and procedures are designed to provide reasonable assurance but do not prevent or detect all errors and fraud due to inherent limitations135 Changes in Internal Control over Financial Reporting - There were no changes to internal control over financial reporting during Q1 fiscal 2023 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting136 PART II - OTHER INFORMATION Item 1. Legal Proceedings This section states that the company is involved in routine legal claims but does not anticipate any current actions to have a material adverse effect on its financial position, results of operations, liquidity, or capital resources - The Company is involved in claims and legal actions that arise in the ordinary course of its business138 - Management does not believe that an unfavorable decision of any current claims or legal actions will have a material adverse effect on the Company's financial position, results of operations, liquidity, or capital resources138 Item 1A. Risk Factors This section refers readers to the company's Annual Report for a comprehensive description of risk factors, noting that no material changes have occurred since the previous filing - For a detailed description of risk factors affecting the Company, refer to Item 1A in the Annual Report139 - There have been no material changes from the risk factors previously disclosed in the Annual Report139 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section provides details on the company's share repurchase activities during the first quarter of fiscal 2023, including the number of shares bought back and the remaining authorization under its program Information on Share Repurchases Share Repurchases (Thirteen weeks ended April 29, 2023): | Period | Total number of shares repurchased | Average price paid per share | Approximate dollar value of shares that may yet be purchased under the plans or programs | | :--------------------------------------- | :------------------------------- | :--------------------------- | :--------------------------------------------------------------------------------------- | | January 29, 2023 through February 25, 2023 | 9,321 | $53.89 | $137,694,721 | | February 26, 2023 through April 1, 2023 | 98,895 | $54.49 | $132,257,435 | | April 2, 2023 through April 29, 2023 | 107,306 | $59.18 | $125,916,069 | | Total | 215,522 | | | - As of April 29, 2023, the Company had $125.9 million remaining under its share repurchase authorization, which expires on December 15, 2023142 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including required certifications from the Chief Executive Officer and Chief Financial Officer, as well as various Inline XBRL documents - The report includes certifications from the Chief Executive Officer and Chief Financial Officer pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002143 - Inline XBRL documents, including the instance document, schema, calculation, definition, label, and presentation linkbase documents, were submitted electronically143 SIGNATURES This section formally concludes the Form 10-Q filing, indicating that the report has been duly signed on behalf of Ollie's Bargain Outlet Holdings, Inc. by its Senior Vice President and Chief Financial Officer - The report was signed on June 7, 2023, by Robert Helm, Senior Vice President and Chief Financial Officer of Ollie's Bargain Outlet Holdings, Inc148