BJ's Wholesale Club Holdings, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 46 Consolidated Balance Sheets as of January 2 8 , 202 3 and January 29, 2022 49 Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended January 2 8 , 202 3 , January 29 , 202 2 and January 30, 2021 50 Consolidated Statements of S tock holders’ Equity (Deficit) for the Fiscal Years Ended January 2 8 , 202 3 , January 29 , 202 2 and January 30, 2021 51 Consolidated Statements of Cash Flows for the Fiscal Years Ended January 2 8 , 202 3 , January 29 , 202 2 and January 30, 2021 52 Notes to Consolidated Financial Statements 53 45 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 January 28, 2023 and January 29, 2022, and the related consolidated statements of operations and comprehensive income, of stockholders' equity (deficit) and of cash flows for each of the three years in the period ended January 28, 2023, 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 January 28, 2023, 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 January 28, 2023 and January 29, 2022 , and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2023 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 January 28, 2023, 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. As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded the four distribution centers and the related private transportation fleet acquired from Burris Logistics, LLC, from its assessment of internal control over financial reporting as of January 28, 2023 because the four distribution centers and the related private transportation fleet were acquired by the Company in a purchase business combination during 2022. We have also excluded the four distribution centers and the related private transportation fleet acquired from Burris Logistics, LLC, from our audit of internal control over financial reporting. The four distribution centers and the related private transportation fleet acquired from Burris Logistics, LLC whose total assets and total net sales excluded from management’s assessment and our audit of internal control over financial reporting represent 6.2% and 0.4%, respectively, of the related consolidated financial statement amounts as of and for the year ended January 28, 2023. 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 46 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 matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Workers’ Compensation and General Liability Reserves As described in Notes 2, 14 and 15 to the consolidated financial statements, the Company is primarily self-insured for workers’ compensation and general liability claims. As of January 28, 2023, workers’ compensation and general liability reserves were a significant portion of insurance reserves of $110.8 million within other non-current liabilities and a significant portion of insurance reserves of $53.2 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. Acquisition of assets and operations of four distribution centers and the related private transportation fleet from Burris Logistics, LLC. As described in Notes 1 and 19 to the consolidated financial statements, the Company completed its acquisition of the assets and operations of four distribution centers and the related private transportation fleet from Burris Logistics, LLC for total consideration of approximately $375.6 million. The transaction was accounted for as a business combination. The most significant items recorded included property and equipment of $203.4 million, merchandise inventories of $88.1 million, and resulting goodwill of $84.7 million. As disclosed by management, the Company allocated the consideration paid to the identifiable assets, intangible assets and liabilities based on the estimated fair values as of the closing date of the acquisition. The excess of the fair value of the purchase price over the fair values of these identifiable assets, intangible assets and liabilities was recorded as goodwill. Management utilized third-party valuation specialists to assist in the determination of the fair value of the assets acquired. Specifically, the fair value of the buildings and site improvements were determined using a combination of the cost, income and sales comparison approaches. The methods used to estimate the fair value involved significant assumptions. 47 The principal considerations for our determination that performing procedures relating to the acquisition of assets and operations of four distribution centers and the related private transportation fleet from Burris Logistics, LLC is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the assets acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management's fair value estimates of the assets acquired; 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 the acquisition accounting, including controls over management’s valuation of the assets acquired. These procedures also included, among others, (i) reading the purchase agreement, (ii) testing management’s process for developing the fair value estimates of the assets acquired, (iii) evaluating the appropriateness of the valuation methods, (iv) testing the completeness and accuracy of data used in the valuation methods, (v) testing the accuracy of the purchase price allocation and goodwill recorded, and (vi) testing inventory existence and valuation, including performing physical inventory observations and cost testing. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation methods and (ii) the reasonableness of the significant assumptions. /s/ PricewaterhouseCoopers LLP Boston, Massachusetts March 16, 2023 We have served as the Company’s auditor since 1996. 48 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except par value) January 28, 2023 January 29, 2022 ASSETS Current assets: Cash and cash equivalents $ 33,915 $ 45,436 Accounts receivable, net 239,746 173,951 Merchandise inventories 1,378,551 1,242,935 Prepaid expenses and other current assets 51,033 54,734 Total current assets 1,703,245 1,517,056 Operating lease right-of-use assets, net 2,142,925 2,131,986 Property and equipment: Land and buildings 722,129 430,376 Leasehold costs and improvements 286,591 282,495 Furniture, fixtures, and equipment 1,397,275 1,249,490 Construction in progress 101,724 70,779 2,507,719 2,033,140 Less: accumulated depreciation and amortization ( 1,170,690 ) ( 1,090,809 ) Total property and equipment, net 1,337,029 942,331 Goodwill 1,008,816 924,134 Intangibles, net 115,505 124,640 Deferred income taxes 11,498 5,507 Other assets 30,938 23,240 Total assets $ 6,349,956 $ 5,668,894 LIABILITIES Current liabilities: Short-term debt $ 405,000 $ — Current portion of operating lease liabilities 177,233 141,453 Accounts payable 1,195,697 1,112,783 Accrued expenses and other current liabilities 767,411 748,245 Total current liabilities 2,545,341 2,002,481 Long-term operating lease liabilities 2,058,797 2,059,760 Long-term debt 447,880 748,568 Deferred income taxes 57,024 52,850 Other non-current liabilities 194,077 157,127 Commitments and contingencies (see Note 8 ) STOCKHOLDERS’ EQUITY Preferred stock; $ 0.01 par value; 5,000 shares authorized, no shares issued — — Common stock; $ 0.01 par value; 300,000 shares authorized, 146,347 shares issued and 133,903 shares outstanding at January 28, 2023; 300,000 shares authorized, 145,451 shares issued and 135,506 shares outstanding at January 29, 2022 1,463 1,454 Additional paid-in capital 958,555 902,704 Retained earnings 644,490 131,313 Accumulated other comprehensive income 1,550 1,305 Treasury stock, at cost, 12,444 shares at January 28, 2023 and 9,945 shares at January 29, 2022 ( 559,221 ) ( 388,668 ) Total stockholders’ equity 1,046,837 648,108 Total liabilities and stockholders’ equity $ 6,349,956 $ 5,668,894 The accompanying notes are an integral part of the consolidated financial statements. 49 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Amounts in thousands, except per share amounts) Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Net sales $ 18,918,435 $ 16,306,365 $ 15,096,913 Membership fee income 396,730 360,937 333,104 Total revenues 19,315,165 16,667,302 15,430,017 Cost of sales 15,883,677 13,588,612 12,451,061 Selling, general and administrative expenses 2,668,569 2,446,465 2,326,755 Pre-opening expense 24,933 14,902 9,809 Operating income 737,986 617,323 642,392 Interest expense, net 47,462 59,444 84,385 Income from continuing operations before income taxes 690,524 557,879 558,007 Provision for income taxes 176,262 131,119 136,825 Income from continuing operations 514,262 426,760 421,182 Loss from discontinued operations, net of income taxes ( 1,085 ) ( 108 ) ( 152 ) Net income $ 513,177 $ 426,652 $ 421,030 Income per share attributable to common stockholders—basic: Income from continuing operations $ 3.84 $ 3.15 $ 3.09 Loss from discontinued operations ( 0.01 ) — — Net income $ 3.83 $ 3.15 $ 3.09 Income per share attributable to common stockholders—diluted: Income from continuing operations $ 3.77 $ 3.09 $ 3.03 Loss from discontinued operations ( 0.01 ) — — Net income $ 3.76 $ 3.09 $ 3.03 Weighted-average number of shares outstanding: Basic 134,017 135,386 136,111 Diluted 136,473 138,045 138,876 Other comprehensive income: Postretirement medical plan adjustment, net of income tax (benefit) expense of $ 26 , $( 43 ) and $( 12 ), respectively $ 78 $ ( 110 ) $ ( 33 ) Amounts reclassified from accumulated other comprehensive income, net of tax ( 421 ) 9,526 6,081 Unrealized gain on cash flow hedge, net of income tax of $ 229 , $ 4,827 and $ 4 , respectively 588 12,417 10 Total other comprehensive income 245 21,833 6,058 Total comprehensive income $ 513,422 $ 448,485 $ 427,088 The accompanying notes are an integral part of the consolidated financial statements. 50 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (Amount in thousands) Common Stock Additional Paid-in Capital Retained Earnings (Accumulated Deficit) Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance, February 1, 2020 140,723 $ 1,407 $ 773,618 $ ( 716,369 ) $ ( 26,586 ) ( 3,425 ) $ ( 86,414 ) $ ( 54,344 ) Net income — — — 421,030 — — — 421,030 Postretirement medical plan adjustment, net of tax — — — — ( 33 ) — — ( 33 ) Unrealized gain on cash flow hedge, net of tax — — — — 10 — — 10 Amounts reclassified from accumulated other comprehensive income, net of tax — — — — 6,081 — — 6,081 Dividends paid — — ( 25 ) — — — — ( 25 ) Common stock issued under stock incentive plans 2,598 26 ( 26 ) — — — — — Common stock issued under ESPP 107 1 2,675 — — — — 2,676 Stock-based compensation expense — — 32,150 — — — — 32,150 Net cash received from stock option exercises — — 17,985 — — — — 17,985 Acquisition of treasury stock — — — — — ( 2,811 ) ( 106,203 ) ( 106,203 ) Balance, January 30, 2021 143,428 $ 1,434 $ 826,377 $ ( 295,339 ) $ ( 20,528 ) ( 6,236 ) $ ( 192,617 ) $ 319,327 Net income — — — 426,652 — — — 426,652 Postretirement medical plan adjustment, net of tax — — — — ( 110 ) — — ( 110 ) Unrealized gain on cash flow hedge, net of tax — — — — 12,417 — — 12,417 Amounts reclassified from accumulated other comprehensive income, net of tax — — — — 9,526 — — 9,526 Dividends paid — — ( 25 ) — — — — ( 25 ) Common stock issued under stock incentive plans 1,915 19 ( 19 ) — — — — — Common stock issued under ESPP 108 1 3,821 — — — — 3,822 Stock-based compensation expense — — 53,837 — — — — 53,837 Net cash received from stock option exercises — — 18,713 — — — — 18,713 Acquisition of treasury stock — — — — — ( 3,709 ) ( 196,051 ) ( 196,051 ) Balance, January 29, 2022 145,451 $ 1,454 $ 902,704 $ 131,313 $ 1,305 ( 9,945 ) $ ( 388,668 ) $ 648,108 Net income — — — 513,177 — — — 513,177 Postretirement medical plan adjustment, net of tax — — — — 78 — — 78 Unrealized gain on cash flow hedge, net of tax — — — — 588 — — 588 Amounts reclassified from accumulated other comprehensive income, net of tax — — — — ( 421 ) — — ( 421 ) Dividends paid — — ( 25 ) — — — — ( 25 ) Common stock issued under stock incentive plans 806 8 ( 8 ) — — — — — Common stock issued under ESPP 90 1 4,829 — — — — 4,830 Stock-based compensation expense — — 42,617 — — — — 42,617 Net cash received from stock option exercises — — 8,438 — — — — 8,438 Acquisition of treasury stock — — — — — ( 2,499 ) ( 170,553 ) ( 170,553 ) Balance, January 28, 2023 146,347 $ 1,463 $ 958,555 $ 644,490 $ 1,550 ( 12,444 ) $ ( 559,221 ) $ 1,046,837 The accompanying notes are an integral part of the consolidated financial statements. 51 BJ’S WHOLESALE CLUB HOLDINGS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 513,177 $ 426,652 $ 421,030 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 200,934 180,548 167,454 Amortization of debt issuance costs and accretion of original issue discount 2,765 3,387 4,362 Debt extinguishment and refinancing charges 3,256 657 4,077 Stock-based compensation expense 42,617 53,837 32,150 Deferred income tax benefit ( 1,938 ) ( 507 ) ( 9,197 ) Changes in operating leases and other non-cash items 27,730 9,226 9,389 Increase (decrease) in cash due to changes in: Accounts receivable ( 60,967 ) ( 1,232 ) 33,634 Merchandise inventories ( 47,544 ) ( 37,240 ) ( 124,193 ) Prepaid expenses and other current assets 4,135 ( 9,953 ) ( 3,496 ) Other assets ( 6,580 ) ( 4,301 ) ( 1,682 ) Accounts payable 82,914 124,709 201,663 Accrued expenses and other current liabilities 4,784 81,419 97,690 Other non-current liabilities 22,882 4,453 35,665 Net cash provided by operating activities 788,165 831,655 868,546 CASH FLOWS FROM INVESTING ACTIVITIES Additions to property and equipment, net of disposals ( 397,803 ) ( 323,591 ) ( 218,333 ) Proceeds from sale leaseback transactions 27,266 19,080 25,893 Acquisitions ( 376,521 ) — — Net cash used in investing activities ( 747,058 ) ( 304,511 ) ( 192,440 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from the issuance of long-term debt 67,610 — — Payments on long-term debt ( 50,000 ) — ( 3,297 ) Payments on First Lien Term Loan ( 320,655 ) ( 100,000 ) ( 510,000 ) Proceeds from revolving lines of credit 1,402,000 — 996,000 Payments on revolving lines of credit ( 997,000 ) ( 260,000 ) ( 1,064,000 ) Debt issuance costs paid ( 4,783 ) — — Dividends paid ( 25 ) ( 25 ) ( 25 ) Net cash received from stock option exercises 8,438 18,713 17,985 Net cash received from Employee Stock Purchase Program (ESPP) 4,830 3,822 2,676 Acquisition of treasury stock ( 172,288 ) ( 194,316 ) ( 106,203 ) Proceeds from financing obligations 15,388 7,692 5,056 Other financing activities ( 6,143 ) ( 1,112 ) ( 984 ) Net cash used in financing activities ( 52,628 ) ( 525,226 ) ( 662,792 ) Net (decrease) increase in cash and cash equivalents ( 11,521 ) 1,918 13,314 Cash and cash equivalents, beginning of period 45,436 43,518 30,204 Cash and cash equivalents, end of period $ 33,915 $ 45,436 $ 43,518 Supplemental cash flow information: Interest paid $ 36,600 $ 45,148 $ 65,274 Income taxes paid 179,325 117,567 154,668 Non-cash financing and investing activities: Property additions included in accrued expenses 37,629 29,640 13,131 The accompanying notes are an integral part of the consolidated financial statements. 52 BJ’S WHOLESALE CLUB HOLDINGS, INC. NOTES TO AUDITED CONSOLIDATED FINANCIAL STATEMENTS 1. Description of Business BJ’s Wholesale Club Holdings, Inc. and its wholly-owned subsidiaries (the "Company" or "BJ’s") is a leading warehouse club operator concentrated primarily in the eastern half of the United States. As of January 28, 2023, BJ’s operated 235 warehouse clubs and 164 gas stations in 18 states. BJ’s business is moderately seasonal in nature. Historically, the Company has realized a slightly higher portion of net sales, operating income, and cash flows from operations in the second and fourth fiscal quarters, attributable primarily to the impact of the summer and year-end holiday season, respectively. The quarterly results have been, and will continue to be, affected by the timing of new club openings and their associated pre-opening expenses. As a result of these factors, the financial results for any single quarter or for periods of less than a year are not necessarily indicative of the results that may be achieved for a full fiscal year. Events and global business conditions such as inflation, the coronavirus ("COVID-19") pandemic, and the war in Ukraine have resulted in certain impacts to the global economy, including market disruptions, volatility in fuel costs, and supply chain challenges. Throughout fiscal year 2022, we continued to experience elevated supply chain costs, including increased commodity prices, logistics, and procurement costs. We expect these market disruptions and inflationary pressures to continue into fiscal year 2023. On May 2, 2022, the Company closed the previously announced acquisition of the assets and operations of four distribution centers and the related private transportation fleet from Burris Logistics, LLC. The Company financed the purchase price with a combination of available cash and borrowings under the ABL Facility. See Note 1 9 , "Acquisitions" for additional information. 2. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP"). The consolidated financial statements include the Company and its subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company’s fiscal year ends on the Saturday closest to January 31. Fiscal year 2022 ("2022") consists of the 52 weeks ended January 28, 2023, fiscal year 2021 ("2021") consists of the 52 weeks ended January 29, 2022, and fiscal year 2020 ("2020") consists of the 52 weeks ended January 30, 2021 . Estimates Included in Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and stockholders’ equity, and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant estimates relied upon in preparing these consolidated financial statements are estimating workers’ compensation and general liability self-insurance reserves. The inherent uncertainty of future loss projections could cause actual claims to differ from our estimates. Segment Reporting The Company’s retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of the consolidated total revenues, and are the only reportable 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. 53 The following table summarizes the percentage of net sales by category: Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Grocery 67 % 71 % 77 % General merchandise and services 12 % 14 % 14 % Gasoline and other 21 % 15 % 9 % Concentration Risk The Company's clubs are primarily located in the eastern United States. Sales from the New York metropolitan area comprised approximately 21 %, 23 %, and 25 % of net sales in fiscal years 2022, 2021, and 2020, respectively. Financial instruments that potentially subject the Company to concentrations of credit risk principally consist of cash held in financial institutions. 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. Cash and Cash Equivalents Highly liquid investments with a maturity of three months or less at the time of purchase are considered to be cash equivalents. Book overdrafts not subject to offset with other accounts with the same financial institution are classified as accounts payable. Accounts Receivable Accounts receivable consists primarily of credit card receivables and receivables from vendors related to rebates and coupons and is stated net of allowances for credit losses of $ 4.4 million and $ 4.9 million at January 28, 2023 and January 29, 2022, respectively. The determination of the allowance for credit losses is based on BJ’s historical experience applied to an aging of accounts and a review of individual accounts with a known potential for write-off. Merchandise Inventories Inventories are stated at the lower of cost, determined under the average cost method, or net realizable value. The Company recognizes the write-down of slow-moving or obsolete inventory in cost of sales when such write-downs are probable and estimable. The Company writes down inventory for estimated shrinkage for the period between physical inventories based on historical results of previous physical inventories, shrinkage trends, or other judgments management believes to be reasonable under the circumstances. Property and Equipment Property and equipment are recorded at cost and depreciated over their estimated useful lives using the straight-line method. Property and equipment which is not ready for its intended use is recorded as construction in progress. Buildings and improvements are depreciated over estimated useful lives of 33 years. Interest 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 ten years . Depreciation expense was $ 191.7 million, $ 170.1 million, and $ 155.6 million in fiscal years 2022, 2021, and 2020, respectively. 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 three years . 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. 54 Deferred Issuance Costs The Company defers costs directly associated with acquiring third-party financing. Debt issuance costs related to the term loan are recorded as a direct deduction of the carrying amount of long-term debt, while debt issuance costs associated with the ABL Revolving Facility are recorded within other assets in the consolidated balance sheets. Debt issuance costs are amortized over the respective terms of the related financing arrangements on a straight-line basis, which is materially consistent with the effective interest method. Amortization of deferred debt issuance costs of $ 1.7 million, $ 2.2 million, $ 2.5 million in fiscal years 2022, 2021, and 2020, respectively, included in interest expense, net in the consolidated statements of operations and comprehensive income. Goodwill and Indefinite-Lived Intangible Assets Goodwill and indefinite-lived trade name intangible assets are not subject to amortization. The Company assesses the recoverability of its goodwill and trade name annually in the fourth quarter or whenever events or changes in circumstances indicate it may be impaired. The Company has determined it has one reporting unit for goodwill impairment testing purposes. 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 2022, 2021 and 2020 and determined that there was no 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 the recoverability of the BJ’s trade name and determined that its estimated fair value exceeded its carrying value and that no impairment was necessary in fiscal years 2022, 2021 or 2020. Test for Recoverability of Long-Lived Assets The Company reviews the realizability of long-lived assets periodically and whenever a triggering event occurs that indicates an impairment loss may have been incurred using fair value measurements with unobservable inputs (Level 3). Current and expected operating results and cash flows and other factors are considered in connection with management’s reviews. For purposes of evaluating the recoverability of long-lived assets, the recoverability test is performed using undiscounted net cash flows of individual clubs and consolidated net cash flows for long-lived assets not identifiable to individual clubs. Impairment losses are measured as the difference between the carrying amount and the estimated fair value of the assets being evaluated. In fiscal year 2022, the Company recorded a lease asset impairment charge of $ 1.2 million included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income. The Company did no t record impairment charges in fiscal years 2021 or 2020. Asset Retirement Obligations An asset retirement obligation represents a legal obligation associated with the retirement of a tangible long-lived asset that is incurred upon the acquisition, construction, development or normal operation of that long-lived asset. The Company recognizes asset retirement obligations in the period in which they are placed in service, if a reasonable estimate of fair value can be made. The asset retirement obligation is subsequently adjusted for changes in fair value. The associated estimated asset retirement costs are capitalized in leasehold improvements and depreciated over their useful lives. The Company’s asset retirement obligations relate to the future removal of gasoline tanks and solar panels installed at leased clubs and the related assets associated with the gas stations and solar panel locations. See Note 13 for further information on the amounts accrued. Workers’ Compensation and General Liability Self-insurance Reserves The Company is 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 55 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 on net income. 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, such as in the event of COVID-19, 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. Revenue Recognition - Performance Obligations The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services. The Company recognizes revenue as it satisfies a performance obligation by transferring control of the goods or services to the customer. Net sales—The Company recognizes net sales at clubs and gas stations when the customer takes possession of the goods and tenders payment. Sales tax is recorded as a liability at the point of sale. Revenue is recorded at the point of sale based on the transaction price on the shelf sign, net of any applicable discounts, sales tax and expected refunds. For e-commerce sales, the Company recognizes sales when control of the merchandise is transferred to the customer, which is typically at the shipping point. The following table summarizes the Company’s point of sale transactions at clubs and gas stations, excluding sales tax, as a percentage of both net sales and total revenues. Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Point of sale transactions, excluding sales tax, as a percent of net sales 92 % 93 % 95 % Point of sale transactions, excluding sales tax, as a percent of total revenues 90 % 91 % 93 % BJ’s Perks Rewards and My BJ’s Perks programs— The Company’s BJ’s Perks Rewards® membership program, which was in place in fiscal 2022, allowed participating members to earn 2 % cash back, up to a maximum of $ 500 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 allows My BJ’s Perks® Mastercard credit card holders to earn up to 5 % cash back on eligible purchases made at BJ’s and up to 2 % cash back on purchases made with the card outside of BJ’s. Cash back is in the form of electronic awards issued in $ 10 increments that may be used online or in-club at the register and expire six months from the date issued. Earned awards may be redeemed on future purchases made at the Company. The Company recognizes revenue for earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or the Company’s website. 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. This liability was $ 34.7 million and $ 30.3 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets. Royalty revenue received in connection with the My BJ’s Perks co-brand credit card program is variable consideration and is considered deferred until the card holder makes a purchase. The Company’s total deferred royalty revenue related to the outstanding My BJ’s Perks credit card program was $ 17.9 million and $ 17.8 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets. The timing of revenue recognition of these awards is driven by actual customer activities, such as redemptions and expirations. At January 28, 2023, the Company expects to recognize $ 17.9 million of the deferred revenue in fiscal year 2023. In connection with the new co-brand credit card program, the Company has deferred approximately $ 18.9 million for funds related to marketing and other integration costs in fiscal 2022. The Company expects to recognize approximately $ 7.0 million in fiscal year 2023, which is included in accrued expenses and other current liabilities, and $ 11.9 million thereafter, which is included in other non-current liabilities in the consolidated balance sheets. 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 and purchase gasoline at the Company’s gas stations for the duration of the 56 membership, which is generally 12 months. As the Company has the obligation to provide access to its clubs, website, 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. The Company’s deferred revenue related to membership fees was $ 183.7 million and $ 174.9 million at January 28, 2023 and January 29, 2022, respectively, and is included in accrued expenses and other current liabilities in the consolidated balance sheets. Gift Card Programs—The Company sells BJ’s gift cards that allow customers to redeem the card for future purchases equal to the amount of the original purchase price of the gift card. Revenue from gift card sales is recognized upon redemption of the gift card because the Company’s performance obligation to redeem the gift card for merchandise is satisfied when the gift card is redeemed. Deferred revenue related to gift cards was $ 14.1 million and $ 11.8 million at January 28, 2023 and January 29, 2022, respectively. The Company recognized revenue from gift card redemptions of approximately $ 50.1 million in fiscal year 2022, and $ 39.7 million in each of the fiscal years 2021 and 2020. Warranty Programs The Company passes on any manufacturers’ warranties to members. In addition, BJ’s includes an extended warranty on tires sold at the clubs, under which BJ’s 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 appliances, electronics and jewelry. These warranties are provided by a third party at fixed prices to BJ’s. 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. Determine the Transaction Price The transaction price is the amount of consideration the Company expects to receive under the arrangement. The Company is required to include estimated variable consideration, if any, in the determination of the transaction price. The Company may offer sales incentives to customers, including discounts. The Company has significant experience with return patterns and relies on this experience to estimate expected returns when determining the transaction price. Returns and Refunds—The Company’s products are generally sold with a right of return and may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. The Company records an allowance for returns based on current period revenues and historical returns experience. The Company analyzes actual historical returns, current economic trends, changes in sales volume and acceptance of the Company’s products when evaluating the adequacy of the sales returns allowance in any accounting period. The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ 6.1 million, $ 6.7 million, and $ 7.2 million in fiscal years 2022, 2021, and 2020, 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 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. 57 Significant 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—Charges that are incurred before and after the customer obtains control of goods are deemed to be fulfillment costs. Time Value of Money—The Company’s payment terms are less than one year from the transfer of goods. Therefore, the Company does not adjust promised amounts of consideration for the effects of the time value of money. Disclosure of Remaining Performance Obligations—The Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations for contracts that are one year or less in term. Additionally, the Company does not disclose the aggregate amount of the transaction price allocated to remaining performance obligations when the transaction price is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a good or service that forms part of a series of distinct goods or services. Cost of Sales The Company’s cost of sales includes the direct costs of sold merchandise, which includes customs, taxes, duties and inbound shipping costs, inventory shrinkage and adjustments and reserves for excess, aged and obsolete inventory. Cost of goods sold also includes certain distribution center costs and allocations of certain indirect costs, such as occupancy, depreciation, amortization, labor and benefits. Presentation of Sales Tax Collected from Customers and Remitted to Governmental Authorities In the ordinary course of business, sales tax is collected on items purchased by the members that are taxable in the jurisdictions when the purchases take place. These taxes are then remitted to the appropriate taxing authority. These taxes collected are excluded from revenues in the financial statements. Vendor Rebates and Allowances The Company receives various types of cash consideration from vendors, principally in the form of rebates, based on purchasing or selling certain volumes of product, time-based rebates or allowances, which may include product placement allowances or exclusivity arrangements covering a predetermined period of time, price protection rebates and allowances for retail price reductions on certain merchandise and salvage allowances for product that is damaged, defective or becomes out-of-date. Such vendor rebates and allowances are recognized based on a systematic and rational allocation of the cash consideration offered to the underlying transaction that results in progress by BJ’s toward earning the rebates and allowances, provided the amounts to be earned are probable and reasonably estimable. Otherwise, rebates and allowances are recognized only when predetermined milestones are met. The Company recognizes product placement allowances as a reduction of cost of sales in the period in which the product placement is completed. Time-based rebates or allowances are recognized as a reduction of cost of sales over the performance period on a straight-line basis. All other vendor rebates and allowances are recognized as a reduction of cost of sales when the merchandise is sold or otherwise disposed. Cash consideration is also received for advertising products in publications sent to BJ’s members. Such cash consideration is recognized as a reduction of SG&A to the extent it represents a reimbursement of specific, incremental and identifiable SG&A costs incurred by BJ’s to sell the vendors’ products. If the cash consideration exceeds the costs being reimbursed, the 58 excess is characterized as a reduction of cost of sales. Cash consideration for advertising vendors’ products is recognized in the period in which the advertising takes place. Manufacturers’ Incentives Tendered by Consumers Consideration from manufacturers’ incentives, such as rebates or coupons, is recorded gross in net sales when the incentive is generic and can be tendered by a consumer at any reseller and the Company receives direct reimbursement from the manufacturer, or clearinghouse authorized by the manufacturer, based on the face value of the incentive. If these conditions are not met, such consideration is recorded as a decrease in cost of sales. Leases In accordance with ASC 842, the Company determines if an arrangement is a lease at inception or modification of a contract and classifies each lease as either an operating or finance lease at commencement. Leases that are economically similar to the purchase of assets are generally classified as finance leases; otherwise, the leases are classified as operating leases. The Company only reassesses lease classification subsequent to commencement upon a change to the expected lease term or modification of the contract. Right-of-use assets (“lease assets”) represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term, which reflects options to extend or terminate the lease when it is reasonably certain those options will be exercised. Options to extend have varying rates and terms for each lease. Generally, the Company’s leases do not provide a readily determinable implicit rate, and therefore, the Company uses a collateralized incremental borrowing rate ("IBR") as of the lease commencement date to determine the present value of lease payments. The IBR is based on a yield curve that approximates the Company’s credit rating and market risk profile. The lease asset also reflects any prepaid rent, initial direct costs incurred, and lease incentives received. Lease liabilities are accounted for using the effective interest method, regardless of classification, while the amortization of lease assets varies depending upon classification. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of a lease asset equal to the difference between lease expense and interest expense. Conversely, finance lease classification results in a front-loaded expense recognition pattern over the lease term, which amortizes a lease asset by recognizing interest expense and straight-line amortization expense as separate components of lease expense. Certain of the Company’s lease agreements provide for lease payments based on future sales volumes at the leased locations, or include rental payments adjusted periodically based on inflation or an index, which are not measurable at lease commencement. The Company recognizes such variable amounts in the period incurred. For leases with lease payments based on future sales volumes, variable lease expense is recognized when it becomes probable that the specified sales target will be achieved. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to its leases, which are often variable lease payments. Such costs are presented as occupancy costs for finance and operating leases included in selling, general, and administrative expenses in the consolidated statement of operations and comprehensive income. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheets and the related lease expense is recognized on a straight-line basis over the lease term. Pre-opening Expenses Pre-opening expenses consist of direct incremental costs of opening or relocating a facility and are expensed as incurred. Advertising Costs Advertising costs generally consist of efforts to acquire new members and typically include media advertising (some of which is vendor-funded). BJ’s expenses advertising as incurred as a component of SG&A. Advertising expenses were approximately 0.6 %, 0.5 % and 0.6 % of net sales in fiscal years 2022, 2021 and 2020, respectively. 59 Stock-based Compensation The fair value of service-based employee awards is recognized as compensation expense on a straight-line basis over the requisite service period of the award. The fair value of the performance-based awards is recognized as compensation expense ratably over the service period of each performance tranche. The fair value of the stock-based option awards is determined using the Black-Scholes option pricing model. Determining the fair value of options at the grant date requires judgment, including estimating the expected term that stock options will be outstanding prior to exercise and the associated volatility. The Company’s common stock is listed on the NYSE and its value is determined by the market price on the NYSE. See Note 9 for additional description of the accounting for stock-based awards. Earnings Per Share Basic income per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Basic income from continuing operations per share is calculated by dividing income from continuing operations by the weighted-average number of shares of common stock outstanding for the period. Basic loss from discontinuing operations per share is calculated by dividing loss from discontinuing operations by the weighted-average number of shares of common stock outstanding for the period. Diluted income per share is calculated by dividing net income available to common stockholders by the diluted weighted-average number of shares of common stock outstanding for the period. Diluted income from continuing operations per share is calculated by dividing income from continuing operations by the diluted weighted-average number of shares of common stock outstanding for the period. Diluted loss from discontinuing operations per share is calculated by dividing loss from discontinuing operations by the diluted weighted-average number of shares of common stock outstanding for the period. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying values and their respective tax bases, using enacted tax rates expected to be applicable in the years in which the temporary differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company evaluates the realizability of its deferred tax assets and establishes a valuation allowance when it is more likely than not that all or a portion of the deferred tax assets will not be realized. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected, scheduling of anticipated reversals of taxable temporary differences, and considering prudent and feasible tax planning strategies. The Company records liabilities for uncertain income tax positions based on a two-step process. The first step is recognition, where an individual tax position is evaluated as to whether it has a likelihood of greater than 50% of being sustained upon examination based on the technical merits of the position, including resolution of any related appeals or litigation processes. For tax positions that are currently estimated to have less than a 50% likelihood of being sustained, no tax benefit is recorded. For tax positions that have met the recognition threshold in the first step, the Company performs the second step of measuring the benefit to be recorded. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized on ultimate settlement. The actual benefits ultimately realized may differ from the estimates. In future periods, changes in facts, circumstances and new information may require the Company to change the recognition and measurement estimates regarding individual tax positions. Changes in recognition and measurement estimates are recorded in income tax expense and liability in the period in which such changes occur. Any interest or penalties incurred related to unrecognized tax benefits are recorded as a component of the provision for income tax expense. Derivative Financial Instruments All derivatives are recognized as either assets or liabilities on the consolidated balance sheets and measurement of these instruments is at fair value. If the derivative is designated as a cash flow hedge, the effective portions of changes in the fair value of the derivative are recorded as a component of accumulated other comprehensive income on the consolidated balance sheets and are recognized in the consolidated statements of operations when the hedged item affects earnings. Any portion of the change in fair value that is determined to be ineffective is immediately recognized in earnings as SG&A. Derivative gains or losses included in accumulated other comprehensive income are released into earnings at the time the hedged transaction occurs as a component of SG&A. 60 Fair Value of Financial Instruments Certain assets and liabilities are carried at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company uses a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1 - Quoted market prices in active markets for identical assets or liabilities. • Level 2 - Observable inputs other than quoted market prices included in Level 1 such as quoted market prices for markets that are not active or other inputs that are observable or can be corroborated by observable market data. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities, including certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs. Comprehensive Income Comprehensive income is a measure of net income and all other changes in equity that result from transactions other than with equity holders, and would normally be recorded in the consolidated statements of stockholders’ equity and the consolidated statements of comprehensive income. Other comprehensive income consists of unrealized gains and losses from derivative instruments designated as cash flow hedges and postretirement medical plan adjustments. Treasury Stock The Company records the repurchase of shares of common stock at cost based on the settlement date of the transaction. These shares are classified as treasury stock, which is a reduction to stockholders’ equity. Treasury stock is included in authorized and issued shares but excluded from outstanding shares. Recently Issued Accounting Pronouncements No accounting pronouncements have been issued recently that are expected to impact the Company's consolidated financial statements. Recently Adopted Accounting Pronouncements The Company has not adopted any new accounting pronouncements that had a material impact on the Company’s consolidated financial statements. 3. Related Party Transactions One of the Company’s suppliers, Advantage Solutions Inc., was determined to be a related party of the Company through June 17, 2022 in fiscal year 2022 as well as in fiscal years 2021 and 2020. Advantage Solutions Inc. is a provider of in-club product demonstration and sampling services. Currently, the Company engages them from time to time to provide ancillary support services, including temporary club labor, as needed. The Company incurred approximately $ 3.1 million, $ 2.9 million, and $ 13.5 million of costs payable to Advantage Solutions for services rendered during fiscal years 2022, 2021 and 2020, respectively. The demonstration and sampling service fees are fully funded by merchandise vendors who participate in the program. 4. Leases The Company has operating and finance leases for certain of the Company's clubs and transportation vehicles, and operating leases for certain distribution centers, stand-alone gas stations, and the Club Support Center. The initial primary term of the Company’s operating leases ranges from 1 to 44 years, with most of these leases having an initial term of 20 years. The initial primary term of the Company’s four finance leases ranges from 5 years to 20 years, with most of these leases having an initial term of 20 years. 61 The following table summarizes the Company’s finance and operating lease liabilities and lease assets as of January 28, 2023 and January 29, 2022 (in thousands): January 28, 2023 January 29, 2022 Consolidated Balance Sheet Classification Assets: Operating lease assets $ 2,142,925 $ 2,131,986 Operating lease right-of-use assets, net Finance lease assets 33,679 19,283 Land and buildings Less: finance lease amortization ( 13,555 ) ( 11,706 ) Accumulated depreciation and amortization Total lease assets $ 2,163,049 $ 2,139,563 Liabilities: Current: Operating lease liabilities $ 177,233 $ 141,453 Current portion of operating lease liabilities Finance lease liabilities 1,629 1,266 Accrued expenses and other current liabilities Long-term: Operating lease liabilities 2,058,797 2,059,760 Long-term operating lease liabilities Finance lease liabilities 18,832 14,816 Other non-current liabilities Total lease liabilities $ 2,256,491 $ 2,217,295 In fiscal year 2022, the Company recorded a lease asset impairment charge of $ 1.2 million included in loss from discontinued operations, net of taxes within the consolidated statements of operations and comprehensive income. There were no impairments of lease assets in fiscal years 2021 or 2020. The following table is a summary of the components of net lease costs for fiscal years 2022, 2021, and 2020 (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Finance lease cost: Amortization of lease assets (a) $ 1,849 $ 1,128 $ 564 Interest on lease liabilities (b) 2,745 4,022 3,965 Total finance lease costs 4,594 5,150 4,529 Operating lease cost (a) 357,284 336,094 327,325 Variable lease cost (a) 10,129 85 230 Sublease income (a) ( 3,973 ) ( 980 ) ( 251 ) Net lease costs $ 368,034 $ 340,349 $ 331,833 (a) Amortization of finance lease assets, operating lease cost, variable lease cost, and sublease income are primarily included in selling, general, and administrative expenses in the consolidated statements of operations and comprehensive income. Variable lease cost for fiscal year 2022 includes $ 4.8 million of costs incurred to purchase assets deemed to be owned by the lessor of the Company’s Club Support Center and increases in rental payments based on an index. (b) Interest recognized on finance lease liabilities is included in interest expense, net in the consolidated statements of operations and comprehensive income. 62 The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of January 28, 2023 and January 29, 2022 were as follows: January 28, 2023 January 29, 2022 Weighted-average remaining lease term (in years) - operating leases 10.4 8.9 Weighted-average remaining lease term (in years) - finance leases 10.8 11.2 Weighted-average discount rate - operating leases 7.8 % 7.8 % Weighted-average discount rate - finance leases 7.9 % 7.7 % Cash paid for amounts included in the measurement of lease liabilities were as follows (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Operating cash flows paid for operating leases $ 350,234 $ 325,941 $ 317,997 Operating cash flows paid for interest portion of finance leases 2,745 4,022 3,965 Financing cash flows paid for principal portion of finance leases 1,343 1,112 984 Supplemental cash flow information related to lease assets and lease liabilities were as follows (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Operating lease liabilities arising from obtaining right-of-use assets $ 220,547 $ 261,228 $ 154,714 Financing lease liabilities arising from obtaining right-of-use assets 7,443 — — Financing obligations arising from failed sale-leasebacks 3,487 666 — Future lease commitments to be paid by the Company as of January 28, 2023 were as follows (in thousands): Fiscal Year Operating Leases Finance Leases 2023 $ 346,716 $ 4,244 2024 339,850 4,244 2025 322,088 4,571 2026 309,041 4,601 2027 287,532 2,920 Thereafter 1,655,928 17,007 Total future minimum lease payments 3,261,155 37,587 Less: imputed interest ( 1,025,125 ) ( 17,126 ) Present value of lease liabilities $ 2,236,030 $ 20,461 As of January 28, 2023, the Company had certain executed real estate, gas station, and transportation vehicle 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 2023 with lease terms ranging from 4 years to 25 years. We estimate future lease commitments for these leases to be approximately $ 267.8 million. 63 5. Debt and Credit Arrangements Debt consisted of the following at January 28, 2023 and January 29, 2022 (in thousands): January 28, 2023 January 29, 2022 ABL Revolving Facility $ 405,000 $ — ABL Facility — 50,000 First Lien Term Loan 450,000 701,920 Unamortized original issue discount and debt issuance costs ( 2,120 ) ( 3,352 ) Less: Short-term debt ( 405,000 ) — Long-term debt $ 447,880 $ 748,568 ABL Revolving Facility On July 28, 2022, the Company entered into the ABL Revolving Facility with an ABL Revolving Commitment of $ 1.2 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. In connection with this transaction, the Company extinguished the ABL Facility. 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 the Secured Overnight Financing Rate ("SOFR") plus a range of 100 to 125 basis points or a base rate plus 0 to 25 basis points, based on excess availability. The Company will also pay an unused commitment fee of 20 basis points per annum on the unused ABL Revolving Commitment. Each borrowing is for a period of one , three , or six months , as selected by the Company, or for such other period that is twelve months 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 January 28, 2023, there was $ 405.0 million outstanding in loans under the ABL Revolving Facility and $ 11.5 million in outstanding letters of credit. The interest rate on the revolving credit facility was 5.63 %, and unused capacity was $ 535.2 million. ABL Facility - Former Credit Agreement The ABL Revolving Facility replaced the ABL Facility, which was comprised of a $ 950.0 million revolving credit facility and a $ 50.0 million term loan. The ABL Facility was secured on a senior basis by certain "liquid assets" of the Company and secured on a junior basis by certain "fixed assets" of the Company. The $ 50.0 million term loan payment terms were restricted in that the term loan could not be repaid unless all loans outstanding under the ABL Facility are repaid, and once repaid, cannot be re-borrowed. The availability under the $ 950.0 million revolving credit facility was restricted based on eligible monthly merchandise inventories and receivables as defined in the facility agreement. Interest on the revolving credit facility was calculated either at the London Interbank Offered Rate ("LIBOR") plus a range of 125 to 175 basis points or a base rate plus a range of 25 to 75 basis points; and interest on the term loan was calculated at LIBOR plus a range of 200 to 250 basis points or a base rate plus a range of 100 to 150 basis points, in all cases based on excess availability. The applicable spread of LIBOR and base rate loans at all levels of excess availability stepped down by 12.5 basis points upon achieving total net leverage of 3.00 to 1.00. The ABL Facility also provided a sub-facility for issuance of letters of credit subject to certain fees defined in the ABL Facility agreement. The ABL Facility was subject to various commitment fees during the term of the facility based on utilization of the revolving credit facility and was scheduled to mature on August 17, 2023. 64 As of January 29, 2022, there was $ 50.0 million outstanding in borrowings under the ABL Facility and $ 12.7 million in outstanding letters of credit. Also on that date, the interest rate on the revolving credit facility was 1.23 %, the interest rate on the term loan was 2.10 % and unused capacity was $ 886.9 million. First Lien Term Loan On January 5, 2023, the Company entered into an amendment (the “Third 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. BofA Securities, Inc., Deutsche Bank Securities Inc., and Wells Fargo Securities LLC acted as joint lead arrangers and joint bookrunners of the Third Amendment. The Third Amendment, among other things, extends the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2024 to February 3, 2027. In addition, the Third Amendment transitions the interest rate, effective immediately, from LIBOR to SOFR and changes the applicable margin from LIBOR plus 200 – 225 basis points per annum to SOFR plus 275 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 3.50 to 1.00. 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. Total fees associated with the refinancing were approximately $ 3.2 million. The Company expensed $ 0.6 million of previously capitalized debt issuance costs and original issue discount and expensed $ 2.0 million of new third-party fees. The Company deferred $ 1.2 million of new debt issuance costs and original issue discount. On July 13, 2020, the Company paid $ 150.0 million of the principal amount due on the First Lien Term Loan. In connection with the payment, the Company expensed $ 1.3 million of previously capitalized deferred debt issuance costs and original issue discount. On July 29, 2020, due to upgrades in credit ratings, the base rate was reduced to LIBOR plus 200 basis points. On October 30, 2020, the Company borrowed $ 260.0 million from the ABL Facility. The proceeds from the Company’s borrowing, as well as $ 100.0 million of the Company’s cash and cash equivalents, were used to pay $ 360.0 million of the principal amount due on the First Lien Term Loan. In connection with the payment, the Company expensed $ 2.8 million of previously capitalized deferred debt issuance costs and original issue discount. On April 30, 2021, the Company used $ 100.0 million of cash and cash equivalents to pay $ 100.0 million of the principal amount outstanding on the First Lien Term Loan. In connection with the payment, the Company expensed $ 0.7 million of previously capitalized debt issuance costs and original issue discount. As of January 29, 2022, there was $ 701.9 million outstanding on the First Lien Term Loan and the interest rate was 2.11 %. As of January 28, 2023, there was $ 450.0 million outstanding under the First Lien Term Loan, which reflects the Company’s previous repayment of approximately $ 151.9 million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the fourth quarter of fiscal year 2022 in connection with the Third Amendment. The interest rate was 7.11 % as of fiscal year end. 65 Future minimum payments Scheduled future minimum principal payments on debt as of January 28, 2023 are as follows (in thousands): Fiscal Year: Principal Payments 2023 $ 405,000 2024 — 2025 — 2026 — 2027 450,000 Thereafter — Total $ 855,000 6. Interest Expense, Net The following details the components of interest expense for the periods presented (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Interest on debt $ 37,533 $ 45,124 $ 65,064 Interest on financing obligations 4,269 4,022 3,965 Amortization of debt issuance costs 1,719 2,193 2,496 Accretion of original issue discount 1,046 1,195 1,865 Debt extinguishment and refinancing charges 3,256 657 4,077 (Gain) loss on cash flow hedge ( 165 ) 6,340 6,927 Capitalized interest ( 196 ) ( 87 ) ( 9 ) Interest expense, net $ 47,462 $ 59,444 $ 84,385 66 7. Goodwill and Intangible Assets The carrying value of goodwill and the change in the balance for the fiscal years ended January 28, 2023 and January 29, 2022 is as follows (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 Beginning balance $ 924,134 $ 924,134 Acquisition ( Note 19 ) 84,682 — Ending balance $ 1,008,816 $ 924,134 Intangible assets consist of the following (in thousands): January 28, 2023 Gross Carrying Amount Accumulated Amortization Net Amount Intangible Assets Not Subject to Amortization: BJ’s trade name $ 90,500 $ — $ 90,500 Intangible Assets Subject to Amortization: Member relationships 245,100 ( 220,567 ) 24,533 Private label brands 8,500 ( 8,028 ) 472 Total intangible assets $ 344,100 $ ( 228,595 ) $ 115,505 January 29, 2022 Gross Carrying Amount Accumulated Amortization Net Amount Intangible Assets Not Subject to Amortization: BJ’s trade name $ 90,500 $ — $ 90,500 Intangible Assets Subject to Amortization: Member relationships 245,000 ( 212,041 ) 32,959 Private label brands 8,500 ( 7,319 ) 1,181 Total intangible assets $ 344,000 $ ( 219,360 ) $ 124,640 The Company records amortization expense of intangible assets as a component of SG&A. Member relationships are amortized over 15.3 years and private label brands are amortized over 12 years. Member relationships will primarily be amortized through fiscal year 2026 and private label brands will be amortized through fiscal year 2023. The Company recorded amortization expense of $ 9.2 million, $ 10.5 million and $ 11.9 million as a component of SG&A for the fiscal years 2022, 2021, and 2020, respectively. The Company estimates that amortization expense related to intangible assets will be as follows in each of the next five fiscal years (in thousands): Fiscal Year Amortization Expense 2023 $ 7,873 2024 6,523 2025 5,646 2026 4,894 2027 7 Thereafter 62 Total $ 25,005 67 8. Commitments and Contingencies The Company is involved in various legal proceedings that are typical of a retail business. In accordance with applicable accounting guidance, an accrual will be established for legal proceedings if and when those matters present loss contingencies that are both probable and estimable. The Company does not believe the resolution of any current proceedings will result in a material loss to the consolidated financial statements. 9. Stock Incentive Plans On June 13, 2018, the Company’s board of directors adopted, and its stockholders approved, the BJ’s Wholesale Club Holdings, Inc. 2018 Incentive Award Plan (the "2018 Plan"). The 2018 Plan provides for the grant of stock options, restricted stock, dividend equivalents, stock payments, restricted stock units, performance shares, other incentive awards, stock appreciation rights, and cash awards. Prior to the adoption of the 2018 Plan, the Company granted stock-based compensation to employees and non-employee directors, respectively, under the Fourth Amended and Restated 2011 Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holdings, Inc.), as amended (the "2011 Plan"), and the 2012 Director Stock Option Plan of BJ’s Wholesale Club Holdings, Inc. (f/k/a Beacon Holding Inc.), as amended (the "2012 Director Plan"). No further grants will be made under 2011 Plan or the 2012 Director Plan. The 2018 Plan authorizes the issuance of 13,148,058 shares, including 985,369 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 January 28, 2023, there were 5,317,455 shares available for future issuance under the 2018 Plan. On April 16, 2021, the Compensation Committee approved a modification to the equity awards agreements under the 2011 Plan, 2012 Director Plan, and 2018 Plan. In the event that an employee is terminated due to death or disability, the modified equity award agreements provide for: (i) full vesting of all time-based awards, including restricted stock awards and stock options, (ii) pro-rata vesting of all performance-based awards, including performance share units, based on actual performance as of the end of the applicable performance period, pro-rated based on the period of employment during the applicable performance period, and (iii) the extension of the post-termination exercise window for vested stock options. In fiscal 2021, the Company recognized $ 17.5 million of stock-based compensation expense due to the accelerated vesting of equity awards, related to the passing of a former executive. There was no accelerated vesting of awards in fiscal year 2022. The Company recognized $ 42.6 million, $ 53.8 million, and $ 32.2 million of total stock-based compensation for fiscal years 2022, 2021 and 2020, respectively. As of January 28, 2023, there was approximately $ 53.9 million o f unrecognized compensation cost, most of which is expected to be recognized over the next three years . Stock option awards are generally granted with vesting periods of three years . All options have a contractual term of ten years . No options were granted during fiscal year 2022 or 2021. The fair value of the options granted in fiscal year 2020 was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions (no dividends were expected). Risk-free interest rate 0.44 % Expected volatility 25.0 % Weighted-average expected option life (in years) 5.75 - 6.0 Weighted-average grant-date fair value $ 6.16 - $ 6.29 The risk-free interest rate was based on United States Treasury yields in effect at the time of the grant for notes with terms comparable to the awards. The expected option life represents an estimate of the period of time options are expected to remain outstanding based upon an average of the vesting and contractual terms of the options. Forfeitures are recorded as incurred. 68 Presented below is a summary of the stock option activity and weighted-average exercise prices for the fiscal year ended January 28, 2023: (Options in thousands) Number of Securities to be Issued Upon Exercise of Outstanding Options Weighted- average Exercise Price Weighted-average Remaining Contractual Life (in years) Outstanding, beginning of period 2,282 $ 19.68 Forfeited ( 3 ) 25.07 Exercised ( 491 ) 17.20 Outstanding, end of period 1,788 20.35 5.8 Vested and expected to vest, end of period 1,788 20.35 5.8 Exercisable, end of period 1,712 20.14 5.8 The total intrinsic value of options exercised in fiscal years 2022, 2021 and 2020 was $ 25.1 million, $ 55.2 million, and $ 45.0 million, respectively. The Company received a tax benefit related to these option exercises of approximately $ 7.0 million, $ 15.5 million, and $ 12.6 million in fiscal years 2022, 2021 and 2020, respectively. As of January 28, 2023, the total intrinsic value of options vested and expected to vest was $ 88.2 million. Presented below is a summary of our non-vested restricted shares, restricted stock units and performance stock and weighted-average grant-date fair values for the fiscal year ended January 28, 2023: Restricted Stock Restricted Stock Units Performance Stock (Shares in thousands) Shares Weighted-average Grant-Date Fair Value Shares Weighted-average Grant-Date Fair Value Shares Weighted-average Grant-Date Fair Value Outstanding, beginning of period 1,053 $ 34.36 26 $ 46.82 674 $ 39.76 Granted 310 67.43 24 58.61 183 67.54 Forfeited ( 20 ) 39.76 — — ( 3 ) 44.45 Vested ( 593 ) 31.58 ( 26 ) 46.82 — — Outstanding, end of period 750 $ 50.10 24 $ 58.61 854 $ 45.70 As it relates to performance stock, the table above reflects a 100 % payout, however, the actual payout for the fiscal year 2020 grants which vest in the first quarter of fiscal year 2023 is expected to be 200 % and actual payout for performance stock grants in fiscal years 2021 and 2022 could be up to 200 %. The fair value as of the vesting date was $ 40.5 million for restricted stock and $ 1.5 million for restricted stock units. 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 Employee Stock Purchase Plan (the "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) 973,014 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) 486,507 shares, (B) 0.5 % 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 2022, 2021, and 2020, was $ 1.1 million, $ 0.8 million and $ 0.6 million, respectively. 10. Treasury Shares and Share Repurchase Programs Treasury Shares Acquired on Restricted Stock Awards Shares reacquired to satisfy tax withholding obligations upon the vesting of restricted stock awards in fiscal year 2022, 2021, and 2020 were 264,167 shares, 376,758 shares and 212,173 shares, respectively. These reacquired shares were recorded as $ 18.0 million, $ 16.8 million, and $ 6.5 million of treasury stock in fiscal years 2022, 2021, and 2020, respectively. 69 Share Repurchase Programs On December 19, 2019, the Company’s board of directors authorized the repurchase of up to $ 250.0 million of the Company’s outstanding common stock from time to time as market conditions warrant (the "2019 Repurchase Program"). The 2019 Repurchase Program was fully exhausted on November 17, 2021. On November 16, 2021, the Company’s board of directors approved a new share repurchase program (the "2021 Repurchase Program"), effective immediately, that allows the Company to repurchase up to $ 500.0 million of its outstanding common stock. The 2021 Repurchase Program expires in January 2025. The Company initiated the 2019 Repurchase Program and the 2021 Repurchase Program to mitigate potentially dilutive effects of stock options and shares of restricted stock granted by the Company, in addition to enhancing stockholder value. As of January 28, 2023, $ 318.7 million remained available to purchase under the 2021 Repurchase Program. In fiscal year 2022, the Company repurchased 2,234,708 shares of common stock totaling $ 152.5 million. 11. Income Taxes The provision for income taxes from continuing operations includes the following (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Federal: Current $ 115,270 $ 88,507 $ 94,947 Deferred 4,103 1,951 ( 1,130 ) State: Current 62,914 43,118 51,074 Deferred ( 6,025 ) ( 2,457 ) ( 8,066 ) Total income tax provision $ 176,262 $ 131,119 $ 136,825 A reconciliation of the statutory federal income tax rate with the Company’s effective income tax rate is as follows: Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Statutory federal income tax rates 21.0 % 21.0 % 21.0 % State income taxes, net of federal tax benefit 6.5 5.8 6.1 Work opportunity and solar energy tax credit ( 0.7 ) ( 0.8 ) ( 0.6 ) Charitable contributions ( 0.2 ) ( 0.3 ) ( 0.2 ) Prior year adjustments — — ( 0.2 ) Excess tax benefit related to stock-based compensation ( 1.3 ) ( 2.4 ) ( 1.5 ) Other 0.2 0.2 ( 0.1 ) Effective income tax rate 25.5 % 23.5 % 24.5 % 70 Significant components of the Company’s deferred tax assets and liabilities as of January 28, 2023 and January 29, 2022 are as follows (in thousands): January 28, 2023 January 29, 2022 Deferred tax assets: Operating lease liability $ 633,245 $ 616,340 Self-insurance reserves 41,733 37,188 Compensation and benefits 25,513 25,958 Financing obligations 6,535 3,287 Interest rate swap — 87 Environment clean up reserve 5,525 4,939 Startup costs 2,495 1,987 Other 26,404 22,863 Total deferred tax assets $ 741,450 $ 712,649 Deferred tax liabilities: Operating lease right-of-use assets $ 606,878 $ 596,957 Property and equipment 133,785 116,053 Intangible assets 33,883 34,899 Debt costs 455 1,324 Other 11,974 10,759 Total deferred tax liabilities 786,975 759,992 Net deferred tax liabilities $ ( 45,525 ) $ ( 47,343 ) 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. A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 Balance, beginning of period $ 2,263 $ 2,201 Additions for tax positions taken during the current year 109 105 Lapses in statute of limitations ( 961 ) ( 43 ) Balance, end of period $ 1,411 $ 2,263 The total amount of unrecognized tax benefits, reflective of federal tax benefits at both January 28, 2023 and January 29, 2022 that, if recognized, would favorably affect the effective tax rate was $ 1.2 million and $ 2.0 million, respectively. As of January 28, 2023, management has determined it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by $ 0.1 million, due to the expiration of statute of limitations and expected resolution of state tax audits. The Company’s tax years from 2018 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. For fiscal years 2022, 2021, and 2020, the Company recognized no interest income or expense. As of January 28, 2023 and January 29, 2022, the Company had $ 0.1 million and $ 0.2 million, respectively, of accrued interest related to income tax uncertainties. 71 12. Retirement Plans Under the Company's 401(k) savings plans, participating employees may make pretax contributions up to 50 % of covered compensation subject to federal limits. The Company matches employee contributions at 50 % of the first six percent of covered compensation. The Company’s expense under these plans was $ 13.7 million, $ 11.1 million and $ 11.6 million for fiscal years 2022, 2021, and 2020, respectively. The Company has a non-contributory defined contribution retirement plan for certain key employees. Under this plan, the Company funds annual retirement contributions for the designated participants on an after-tax basis. The Company’s contributions equaled 5 % of the participants’ base salary. Participants become fully vested in their contribution accounts at the end of the fiscal year in which they complete four full fiscal years of service. Expense under this plan was $ 3.7 million, $ 1.8 million and $ 2.8 million in fiscal years 2022, 2021 and 2020, respectively. 13. Asset Retirement Obligations The following is a summary of activity relating to the liability for asset retirement obligations, which the Company will incur primarily in connection with the expected future removal of gasoline tanks, solar panels and the related infrastructure. The following is included in other non-current liabilities on the consolidated balance sheets (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Balance, beginning of period $ 21,378 $ 19,329 $ 17,153 Accretion expense 1,497 1,419 1,302 Liabilities incurred during the year 461 630 874 Balance, end of period $ 23,336 $ 21,378 $ 19,329 14. Accrued Expenses and Other Current Liabilities The major components of accrued expenses and other current liabilities are as follows (in thousands): January 28, 2023 January 29, 2022 Deferred membership fee income $ 183,692 $ 174,916 Employee compensation 128,483 141,863 Outstanding checks and payables 104,903 133,966 Insurance reserves 53,183 48,379 BJ’s Perks rewards 51,114 40,804 Sales, property, use and other taxes 50,004 47,161 Fixed asset accruals 37,629 29,640 Deferred revenues 30,920 27,717 Utilities, advertising and accrued interest 23,138 21,699 Legal, sales, and membership fee reserves 17,518 14,870 Gift cards 14,092 11,799 Repairs and common area maintenance 11,374 10,174 Professional services 11,311 8,251 Accrued federal and state income taxes 10,950 10,875 Other 39,100 26,131 Total accrued expenses and other current liabilities $ 767,411 $ 748,245 72 The following table summarizes membership fee income activity for each of the last two fiscal years (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 Deferred membership fee income, beginning of period $ 174,916 $ 155,580 Cash received from members 405,506 380,273 Revenue recognized in earnings ( 396,730 ) ( 360,937 ) Deferred membership fee income, end of period $ 183,692 $ 174,916 15. Other Non-current Liabilities The major components of other non-current liabilities are as follows (in thousands): January 28, 2023 January 29, 2022 Insurance reserves $ 110,777 $ 98,851 Co-brand deferred revenue and other 32,549 22,082 Asset retirement obligations 23,336 21,378 Financing obligations 27,415 14,816 Total other non-current liabilities $ 194,077 $ 157,127 16. Derivative Financial Instruments Interest Rate Swaps On November 13, 2018, the Company entered into three forward starting interest rate swaps (the "Interest Rate Swaps"), which were effective starting on February 13, 2019 and fixed the LIBOR component of $ 1.2 billion of its floating rate debt at a rate of approximately 3.0 % from February 13, 2019 until February 13, 2022. The Company elected hedge accounting for the interest rate swap agreements, and, as such, the effective portion of the gains or losses were recorded as a component of other comprehensive income and the ineffective portion of gains or losses were recorded as interest expense. On October 30, 2020, the Company borrowed $ 260.0 million from the ABL Facility. The proceeds from the Company’s borrowing, as well as $ 100.0 million of the Company’s cash and cash equivalents, were used to pay $ 360.0 million of the principal amount due on the First Lien Term Loan. Due to the payment of debt principal on the First Lien Term Loan, the Company determined that certain interest payments are no longer probable and that a portion of one of the interest rate swap agreements would be ineffective as a result of the payment of debt principal, and as such reclassified $ 5.1 million of losses recorded in accumulated other comprehensive income to interest expense. On November 10, 2020, the Company terminated one of the Interest Rate Swaps, which fixed $ 360.0 million of its floating rate debt at a rate of approximately 3.0 %. An additional interest rate swap, which fixed $ 240.0 million of its floating rate debt at 3.0 % was determined to be ineffective. Gains and losses on the ineffective interest rate swap agreement w recorded as interest expense. On April 30, 2021, the Company used $ 150.0 million of its cash and cash equivalents to pay $ 100.0 million of the principal amount outstanding on the First Lien Term Loan and $ 50.0 million of the outstanding amounts on the ABL Facility. The Company accelerated the reclassification of unrealized losses into earnings on the ineffective interest rate swap agreements and reclassified $ 4.7 million recorded in accumulated other comprehensive income to interest expense, net of tax. On July 30, 2021, the Company used $ 210.0 million of its cash and cash equivalents to pay $ 210.0 million of the principal amount outstanding on the ABL Facility. The Company accelerated the reclassification of unrealized losses into earnings on the ineffective interest rate swap agreements and reclassified $ 3.5 million recorded in accumulated other comprehensive income to interest expense, net of tax. The interest rate swaps expired in February 2022. There was no liability recorded as of January 28, 2023 and $ 2.2 million recorded as of January 29, 2022. The net of tax amount for the effective and ineffective Interest Rate Swaps was recorded in other comprehensive income and interest expense, respectively. 73 The fair value of derivative instruments included on the consolidated balance sheets are as follows (in thousands): Accounting for Cash Flow Hedges Notional Amount Fixed Rate Balance Sheet Classification January 28, 2023 January 29, 2022 Interest rate swap $ 600,000 3.00 % Accrued expenses and other current liabilities $ — $ ( 1,540 ) Interest rate swap 360,000 3.00 % Accrued expenses and other current liabilities — — Interest rate swap 240,000 3.00 % Accrued expenses and other current liabilities — ( 616 ) Net carrying amount $ 1,200,000 Total liabilities $ — $ ( 2,156 ) 17. Fair Value Measurements Assets and Liabilities Measured at Fair Value on a Recurring Basis The fair values of the Company’s derivative instruments were based on quotes received from third-party banks and represent the estimated amount the Company would pay to terminate the agreements taking into consideration current interest rates as well as the creditworthiness of the counterparties. These inputs were considered to be Level 2. All derivative instruments expired in the first quarter of fiscal year 2022. Financial Assets and Liabilities The fair value of the Company's long-term debt is estimated based on current market rates for our specific debt instrument. Judgment is required to develop these estimates. As such, the estimated fair value of long-term debt is classified within Level 2, as defined under U.S. GAAP. The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands): Carrying Amount Fair Value First Lien Term Loan $ 450,000 $ 450,482 ABL Revolving Facility 405,000 405,000 Total Debt $ 855,000 $ 855,482 The gross carrying amount and fair value of the Company’s debt at January 29, 2022 are as follows (in thousands): Carrying Amount Fair Value First Lien Term Loan $ 701,920 $ 702,053 ABL Facility 50,000 50,000 Total Debt $ 751,920 $ 752,053 Assets and Liabilities Measured at Fair Value on a Non-recurring Basis The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis. See Note 2 for further information. The Company believes that the carrying amounts of its other financial instruments, including cash, accounts receivable, and accounts payable approximate their carrying value due to the short-term maturities of these instruments. 74 18. Earnings Per Share The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average common shares outstanding for fiscal years 2022, 2021 and 2020 (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Weighted-average shares of common stock outstanding, used for basic computation 134,017 135,386 136,111 Plus: Incremental shares of potentially dilutive securities: Stock incentive awards 2,456 2,659 2,765 Weighted-average shares of common stock and dilutive potential shares of common stock outstanding 136,473 138,045 138,876 The table below summarizes restricted shares and stock options that were excluded from the computation of diluted earnings for fiscal years 2022, 2021, and 2020 as their inclusion would have been anti-dilutive (in thousands): Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Restricted shares 75 32 207 Stock options — — 276 19. Acquisitions On May 2, 2022, the Company completed the Acquisition to bring substantially all of its end-to-end perishable supply chain in-house. The total consideration paid by the Company in connection with the Acquisition was approximately $ 375.6 million, excluding transaction costs. For the fiscal year ended January 28, 2023, the Company recorded transaction and integration costs related to the Acquisition of $ 12.3 million. These costs are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. The following table summarizes the consideration paid and the fair values of the assets acquired and liabilities assumed (in thousands) in connection with the Acquisition: As of May 2, 2022 Initial fair value (a) Adjustments Updated fair value Assets: Property and equipment, net $ 203,400 $ — $ 203,400 Merchandise inventories 88,072 — 88,072 Goodwill 84,682 — 84,682 Operating lease right-of-use assets, net 15,994 575 16,569 Prepaid expenses and other current assets 433 — 433 Intangibles, net 100 — 100 Total Assets 392,681 575 393,256 Liabilities Long-term operating lease liabilities ( 15,994 ) ( 575 ) ( 16,569 ) Accrued expenses and other current liabilities ( 1,106 ) — ( 1,106 ) Total liabilities ( 17,100 ) ( 575 ) ( 17,675 ) Total consideration paid, including working capital adjustments $ 375,581 $ — $ 375,581 (a) Initial fair value disclosed in our Quarterly Report on Form 10-Q for the period ended July 30, 2022, filed with the SEC on August 26, 2022 75 Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed. Goodwill is primarily attributable to the assembled workforce and bringing the Company's perishable supply chain in-house. Goodwill deductible for tax purposes is $ 84.7 million. The Acquisition was accounted for as a business combination using the acquisition method with the Company as the accounting acquirer in accordance with ASC 805. Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed of the acquiree based upon their estimated fair values at the acquisition date. For the fiscal year ended January 28, 2023, the Acquisition generated an incremental $ 66.8 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 acquirees being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure. 20. Condensed Financial Information of Registrant (Parent Company Only) BJ’S WHOLESALE CLUB HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED BALANCE SHEETS (Amounts in thousands) January 28, 2023 January 29, 2022 ASSETS Investment in subsidiaries $ 1,046,837 $ 648,108 STOCKHOLDERS’ EQUITY Preferred stock; $ 0.01 par value; 5,000 shares authorized, and no shares issued or outstanding $ — $ — Common stock; $ 0.01 par value; 300,000 shares authorized, 146,347 shares issued and 133,903 shares outstanding at January 28, 2023; 300,000 shares authorized, 145,451 shares issued and 135,506 shares outstanding at January 29, 2022 1,463 1,454 Additional paid-in capital 960,105 904,009 Retained earnings 644,490 131,313 Treasury stock, at cost, 12,444 shares at January 28, 2023 and 9,945 shares at January 29, 2022 ( 559,221 ) ( 388,668 ) Total stockholders’ equity $ 1,046,837 $ 648,108 BJ’S WHOLESALE CLUB HOLDINGS, INC. (PARENT COMPANY ONLY) CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Amounts in thousands, except per share amounts) Fiscal Year Ended January 28, 2023 January 29, 2022 January 30, 2021 Equity in net income of subsidiaries $ 513,177 $ 426,652 $ 421,030 Net income 513,177 426,652 421,030 Net income per share: Basic $ 3.83 $ 3.15 $ 3.09 Diluted 3.76 3.09 3.03 Weighted-average number of shares outstanding: Basic 134,017 135,386 136,111 Diluted 136,473 138,045 138,876 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 January 28, 2023, January 29, 2022, or January 30, 2021. 76 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 5 . For example, the covenants of the ABL Revolving Facility restrict the payment of dividends to, among other exceptions, (i) a greater of $ 135.0 million or 15.0 % 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 17.5 % 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 17.5 % 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 12.5 % 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 12.5 % 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 1.00 to 1.00, and (iii) ) a basket for up to 7.0 % 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 $ 25.0 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 4.25 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 2.00 to 1.00, and (iv) a basket for 6.0 % per annum of the net cash proceeds received from such qualified IPO that are contributed to the borrower in cash. As of January 28, 2023, the amount of net income free of such restrictions and available for payment by BJ’s Wholesale Club Holdings, Inc. as dividends, was $ 513.2 million, and the total amount of restricted net assets of consolidated subsidiaries of BJ’s Wholesale Club Holdings, Inc. was $ 113.2 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. 77 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.