1 unchanged sentence
INDEX TO FINANCIAL STATEMENTS
−Removed: Report of Independent Registered Public Acc ount ing Firm (PCAOB ID 238 )
−Removed: Consolidated Balan ce Sheets as of Feb ruary 3, 2024 and January 28, 2023
−Removed: Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended February 3 , 202 4 , January 2 8 , 202 3 and January 29 , 202 2
−Removed: Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended February 3 , 202 4 , January 2 8 , 202 3 and January 29 , 202 2
−Removed: Consolidated Statements of Cash Flows for the Fiscal Years Ended February 3 , 202 4 , January 2 8 , 202 3 and January 29 , 202 2
+Added: Report of Independent Registered Public Accounting Firm (PCAOB ID 238 )
+Added: Consolidated Balance Sheets as of February 1 , 202 5 and February 3 , 202 4
+Added: Consolidated Statements of Operations and Comprehensive Income for the Fiscal Years Ended February 1 , 202 5 , February 3, 2024 and January 28, 2023
+Added: Consolidated Statements of Stockholders’ Equity for the Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023
+Added: Consolidated Statements of Cash Flows for the Fiscal Years Ended February 1, 2025, February 3, 2024 and January 28, 2023
Notes to Consolidated Financial Statements
3 unchanged sentences
We have audited the accompanying consolidated balance sheets of BJ's Wholesale Club Holdings, Inc.
−Removed: and its subsidiaries (the “Company”) as of February 3, 2024 and January 28, 2023, and the related consolidated statements of operations and comprehensive income, of stockholders' equity and of cash flows for each of the three years in the period ended February 3, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).
+Added: and its subsidiaries (the "Company") as of February 1, 2025 and February 3, 2024, and the related consolidated statements of operations and comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended February 1, 2025, 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 February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 3, 2024 and January 28, 2023 , and the results of its operations and its cash flows for each of the three years in the period ended February 3, 2024 in conformity with accounting principles generally accepted in the United States of America.
+Added: In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for each of the three years in the period ended February 1, 2025 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 February 1, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
20 unchanged sentences
Critical Audit Matters
−Removed: The critical audit matter communicated below is a matter 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.
−Removed: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which they relate.
+Added: The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.
+Added: 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 matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Workers’ Compensation and General Liability Reserves
17 unchanged sentences
(Amounts in thousands, except par value)
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Current assets:
29 unchanged sentences
300,000 shares authorized, 148,965 shares issued and 131,638 shares outstanding at February 1, 2025;
−Removed: 300,000 shares authorized, 146,347 shares issued and 133,903 shares outstanding at January 28, 2023
+Added: 300,000 shares authorized, 147,544 shares issued and 132,768 shares outstanding at February 3, 2024
Additional paid-in capital 1,079,445 1,006,409
1 unchanged sentence
Accumulated other comprehensive income 231 501
−Removed: Treasury stock, at cost, 14,776 shares at February 3, 2024 and 12,444 shares at January 28, 2023
+Added: Treasury stock, at cost, 17,327 shares at February 1, 2025 and 14,776 shares at February 3, 2024
( 936,359 ) ( 717,765 )
6 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Net sales $ 20,045,329 $ 19,548,011 $ 18,918,435
26 unchanged sentences
Amounts reclassified from accumulated other comprehensive income, net of tax — ( 501 ) ( 421 )
−Removed: Unrealized gain on cash flow hedge, net of income tax of $ 0 , $ 229 and $ 4,827 , respectively
+Added: Unrealized gain on cash flow hedge, net of income tax — — 588
Total other comprehensive (loss) income ( 270 ) ( 1,049 ) 245
5 unchanged sentences
Common Stock Additional
−Removed: Capital Retained Earnings (Accumulated Deficit) Accumulated
+Added: Capital Retained Earnings Accumulated
Comprehensive
−Removed: Income (Loss) Treasury Stock Total
+Added: Income Treasury Stock Total
Stockholders’
11 unchanged sentences
Net income — — — 523,741 — — — 523,741
−Removed: Other comprehensive income, net of tax — — — — 245 — — 245
+Added: Other comprehensive loss, net of tax — — — — ( 1,049 ) — — ( 1,049 )
Dividends paid — — ( 25 ) — — — — ( 25 )
4 unchanged sentences
Acquisition of treasury stock — — — — — ( 2,332 ) ( 158,544 ) ( 158,544 )
−Removed: Balance, January 28, 2023 146,347 $ 1,463 $ 958,555 $ 644,490 $ 1,550 ( 12,444 ) $ ( 559,221 ) $ 1,046,837
+Added: Balance, February 3, 2024 147,544 $ 1,475 $ 1,006,409 $ 1,168,231 $ 501 ( 14,776 ) $ ( 717,765 ) $ 1,458,851
Net income — — — 534,417 — — — 534,417
12 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
5 unchanged sentences
Stock-based compensation expense 47,798 39,021 42,617
−Removed: Deferred income tax provision (benefit) 25,572 ( 1,938 ) ( 507 )
+Added: Deferred income tax (benefit) provision ( 18,493 ) 25,572 ( 1,938 )
Changes in operating leases and other non-cash items 42,617 ( 21,655 ) 27,730
12 unchanged sentences
Acquisitions — — ( 376,521 )
+Added: Other investing activities ( 1,583 ) — —
Net cash used in investing activities ( 589,566 ) ( 454,765 ) ( 747,058 )
12 unchanged sentences
Net cash used in financing activities ( 319,083 ) ( 261,984 ) ( 52,628 )
−Removed: Net increase (decrease) in cash and cash equivalents 2,134 ( 11,521 ) 1,918
+Added: Net (decrease) increase in cash and cash equivalents ( 7,777 ) 2,134 ( 11,521 )
Cash and cash equivalents, beginning of period 36,049 33,915 45,436
12 unchanged sentences
and its wholly-owned subsidiaries (the "Company" or "BJ’s") is a leading operator of membership warehouse clubs concentrated primarily in the eastern half of the United States.
−Removed: The Company provides a curated assortment focused on grocery, general merchandise, gasoline and other ancillary services, coupons, and promotions to offer a differentiated shopping experience that is further enhanced by its omnichannel capabilities.
+Added: The Company provides a curated assortment focused on groceries, fresh foods, general merchandise, gasoline, and other ancillary services to deliver a differentiated shopping experience that is further enhanced by the Company's digital capabilities.
As of February 1, 2025, BJ’s operated 250 warehouse clubs and 186 gas stations in 21 states.
7 unchanged sentences
The Company follows the National Retail Federation's fiscal calendar and reports financial information on a 52- or 53-week year ending on the Saturday closest to January 31.
−Removed: Fiscal year 2023 ("2023") consists of the 53 weeks ended February 3, 2024, fiscal year 2022 ("2022") consists of the 52 weeks ended January 28, 2023, and fiscal year 2021 ("2021") consists of the 52 weeks ended January 29, 2022 .
−Removed: Fiscal year 2024 ("2024") will consist of the 52 weeks ended February 1, 2025.
+Added: Fiscal year 2024 ("2024") consists of the 52 weeks ended February 1, 2025, fiscal year 2023 ("2023") consists of the 53 weeks ended February 3, 2024, and fiscal year 2022 ("2022") consists of the 52 weeks ended January 28, 2023 .
+Added: Fiscal year 2025 ("2025") will consist of the 52 weeks ended January 31, 2026.
Estimates Included in Financial Statements
2 unchanged sentences
Actual results could differ from those estimates.
−Removed: Segment Reporting
−Removed: 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.
−Removed: Substantially all of the Company’s identifiable assets are located in the United States.
−Removed: 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.
−Removed: Refer to Note 4 for a summary of the Company's percentage of net sales disaggregated by category.
Concentration Risk
8 unchanged sentences
Accounts Receivable
−Removed: 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 $ 2.3 million and $ 4.4 million at February 3, 2024 and January 28, 2023, respectively.
−Removed: 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.
+Added: 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 $ 2.1 million and $ 2.3 million at February 1, 2025 and February 3,
+Added: 2024, respectively.
+Added: The determination of the allowance for credit losses is based on the Company's historical experience applied to an aging of accounts and a review of individual accounts with a known potential for write-off.
Merchandise Inventories
6 unchanged sentences
Buildings and improvements are generally depreciated over estimated useful lives of 33 years.
−Removed: Interest and other capitalizable costs related to the development of buildings is capitalized during the construction period.
+Added: Capitalizable costs 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.
13 unchanged sentences
The Company assesses the recoverability of its goodwill and trade name annually in the fourth quarter or whenever events or changes in circumstances indicate they may be impaired.
−Removed: The Company has determined it has one reporting unit for goodwill impairment testing purposes and assessed the recoverability as of December 30, 2023.
+Added: The Company has determined it has one reporting unit for goodwill impairment testing purposes and assessed the recoverability as of January 4, 2025.
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.
−Removed: 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
−Removed: determine if there is any impairment.
+Added: 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.
5 unchanged sentences
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.
−Removed: 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 2023, 2022 or 2021.
+Added: The Company assessed
+Added: 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 2024, 2023 or 2022.
Test for Recoverability of Long-Lived Assets
−Removed: 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.
+Added: The Company reviews the realizability of long-lived assets whenever a triggering event occurs that indicates an impairment loss may have been incurred.
Current and expected operating results, cash flows and other factors are considered in connection with management’s review.
8 unchanged sentences
The associated estimated asset retirement costs are capitalized in leasehold improvements and depreciated over their useful lives.
−Removed: The Company’s asset retirement obligations relate to the future removal of gasoline tanks, solar panels, and related assets installed at leased clubs.
−Removed: See Note 1 5 for further information on the amounts accrued.
+Added: The Company’s asset retirement obligations primarily relate to the future removal of gasoline tanks, solar panels, and related assets installed at leased clubs.
+Added: See " Note 15 .
+Added: Asset Retirement Obligations" for further information on the amounts accrued.
Workers’ Compensation and General Liability Self-insurance Reserves
11 unchanged sentences
Sales tax is recorded as a liability at the point-of-sale.
−Removed: Revenue is recorded at the point-of-sale based on the
−Removed: transaction price, net of any applicable discounts, sales tax and expected refunds.
+Added: Revenue is recorded at the point-of-sale based on the transaction price, 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 time of shipment.
4 unchanged sentences
In the first quarter of fiscal year 2023, the Company rebranded the rewards program.
−Removed: The former BJ's Perks Rewards membership program is now the Club+ program, whereby participating members earn 2 % cash back, up to a maximum of $ 500 per year, on qualified purchases made at BJs and a 5 cent-per-gallon discount at BJ's gas locations.
+Added: The former BJ's Perks Rewards membership program is now the Club+ program, whereby participating members earn 2 % cash back, up to a maximum of $ 500 per year, on qualified purchases made at BJ's, a 5 cent-per-gallon discount at BJ's gas locations, and effective January 1, 2025, two free same-day deliveries.
Cash back is in the form of electronic awards issued to each member once $ 10 in rewards have been earned.
+Added: These rewards do not expire.
The Company's co-branded credit card program is now the BJ's One and BJ's One+ program, which allows cardholders with the opportunity to earn up to 5 % cash back on purchases made in BJ's clubs or online at bjs.com and up to a 15 cent-per-gallon discount on gasoline when paying with a BJ's One or BJ's One+ Mastercard at BJ’s gas locations.
+Added: Effective January 1, 2025, BJ's One+ Mastercard cardholders also receive two free same-day deliveries if such benefit has not already been received under the Club+ program.
Cash back is in the form of electronic awards issued to each member monthly on their credit card statement date.
−Removed: Earned rewards under these two programs do not expire.
+Added: Earned rewards do not expire.
The Company accounts for these transactions as multiple-element arrangements and allocates the transaction price to separate performance obligations using their relative fair values.
2 unchanged sentences
The Company recognizes revenue related to earned awards when customers redeem such awards as part of a purchase at one of the Company’s clubs or on the Company’s website or mobile app.
−Removed: The Company recognizes royalty revenue related to the outstanding My BJ's Perks and BJ's One and BJ's One+ credit card programs based upon actual customer activities, such as reward redemptions.
−Removed: Additionally, the Company deferred revenue for funds received related to marketing and other integration costs in connection with the new co-brand credit card program and will recognize these funds into revenue as performance obligations are satisfied.
−Removed: 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 membership, which is generally 12 months.
+Added: The Company recognizes royalty revenue related to the outstanding Club+ and BJ's One and BJ's One+ credit card programs are based upon actual customer activities, such as reward redemptions.
+Added: While the Company continues to honor all rewards presented for redemption, the likelihood of redemption is deemed to be remote for certain rewards due to historical experience, including after long periods of inactivity, and rewards being linked to expired or canceled memberships.
+Added: In these circumstances, the Company recognizes revenue, or breakage, from unredeemed rewards.
+Added: Additionally, the Company deferred revenue for funds received related to marketing, integration costs, and other long-term initiatives in connection with the new co-brand credit card program and will recognize these funds into revenue as performance obligations are satisfied.
+Added: 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 or mobile app, and purchase gasoline at the Company’s gas stations for the duration of the membership, which is generally 12 months.
In addition, members have access to other ancillary services, coupons, and promotions.
−Removed: 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.
+Added: As the Company has the obligation to provide access to its clubs, website, mobile app, 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.
+Added: All membership fees and related membership revenues are recorded as membership fee income in the consolidated statements of operations and comprehensive income.
Gift Card Programs
3 unchanged sentences
The Company passes on any manufacturers’ warranties to members.
−Removed: 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.
+Added: In addition, the Company includes an extended warranty on tires sold at the clubs, under which the Company 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.
3 unchanged sentences
Extended warranties are also offered on certain types of products such as electronics and jewelry.
−Removed: These warranties are provided by a third party at fixed prices to BJ’s.
+Added: These warranties are provided by a third party at fixed prices to the Company.
No liability is retained to satisfy warranty claims under these arrangements.
−Removed: The Company is not the primary obligor under these warranties, and as such net revenue is recorded on these arrangements at
−Removed: the time of sale.
+Added: 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.
8 unchanged sentences
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.
−Removed: The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ 5.4 million, $ 6.1 million, and $ 6.7 million in fiscal years 2023, 2022, and 2021, respectively.
+Added: The sales returns reserve, which reduces sales and cost of sales for the estimated impact of returns, was $ 5.4 million in each of fiscal years 2024 and 2023, respectively, and $ 6.1 million in fiscal year 2022.
Actual sales returns were $ 221.7 million, $ 220.7 million, and $ 228.9 million in fiscal years 2024, 2023 and 2022, respectively.
4 unchanged sentences
The Company enters into certain agreements with service providers that offer goods and services to the Company’s members.
−Removed: These service providers sell goods and services including home improvement services and cell phones to the Company’s customers.
+Added: These service providers sell goods and services including home improvement services, travel, and cell phones to the Company’s customers.
In exchange, the Company receives payments in the form of commissions and other fees.
3 unchanged sentences
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.
−Removed: Significant Judgments
Standalone Selling Prices
6 unchanged sentences
Shipping and Handling Charges
−Removed: Charges that are incurred before and after the customer obtains control of goods are deemed to be fulfillment costs.
+Added: Costs incurred by the Company before the customer obtains control of goods are deemed to be fulfillment costs.
+Added: Amounts charged to customers by the Company for shipping and handling related to same-day delivery and traditional ship-to-home
+Added: service are included in net sales in the consolidated statements of operations and comprehensive income when control of the merchandise is transferred to the customer.
+Added: Amounts charged to the Company by third parties performing the delivery services are included in cost of sales in the consolidated statements of operations and comprehensive income when the delivery services are performed.
Time Value of Money
5 unchanged sentences
Cost of Sales
−Removed: 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.
+Added: The Company’s cost of sales includes the direct costs of merchandise and gasoline, 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.
9 unchanged sentences
and salvage allowances for product that is damaged, defective or becomes out-of-date.
−Removed: 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.
+Added: 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 the Company 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.
2 unchanged sentences
All other vendor rebates and allowances are recognized as a reduction of cost of sales when the merchandise is sold or otherwise disposed.
−Removed: Cash consideration is also received for advertising products in publications sent to BJ’s members.
−Removed: 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.
+Added: Cash consideration is also received for advertising products in publications presented to BJ’s members.
+Added: 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 the Company to sell the vendors’ products.
If the cash consideration exceeds the costs being reimbursed, the excess is characterized as a reduction of cost of sales.
−Removed: Cash consideration for advertising vendors’ products is recognized in the period in which the advertising takes place.
+Added: Cash consideration for advertising vendors’ products is recognized in the period in which the advertising occurs.
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.
−Removed: If these conditions are not met, such consideration is recorded as a decrease in cost of sales.
−Removed: 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.
+Added: If these conditions are not met, such consideration is recorded as a reduction in cost of sales.
+Added: 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;
15 unchanged sentences
The Company is generally obligated for the cost of property taxes, insurance, and maintenance relating to its leases, which are often variable lease payments.
−Removed: Such costs are presented as occupancy costs for finance and operating leases included in SG&A in the consolidated statement of operations and comprehensive income.
+Added: Such costs for finance and operating leases are included in SG&A 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.
1 unchanged sentence
Pre-opening expenses consist of direct incremental costs of opening or relocating a facility and are expensed as incurred.
−Removed: Advertising Costs
−Removed: Advertising costs generally consist of efforts to acquire new members and typically include media advertising (some of which is vendor-funded).
−Removed: BJ’s expenses advertising as incurred as a component of SG&A.
−Removed: Advertising expenses were approximately 0.6 %, 0.6 % and 0.5 % of net sales in fiscal years 2023, 2022 and 2021, respectively.
+Added: Selling, General and Administrative ("SG&A") Expenses
+Added: SG&A consists of various expenses related to supporting and facilitating the sale of merchandise in the Company's clubs, including the following:
+Added: payroll and payroll benefits for team members;
+Added: rent, depreciation, and other occupancy costs for retail and corporate locations;
+Added: stock-based compensation, advertising expenses;
+Added: tender costs, including credit and debit card fees;
+Added: amortization of intangible assets;
+Added: and consulting, legal, insurance, acquisition and integration costs, and other professional services expenses.
+Added: Advertising Expenses
+Added: Advertising expenses generally consist of efforts to acquire new members and typically include media advertising (some of which is vendor-funded).
+Added: The Company expenses advertising as incurred as a component of SG&A.
+Added: Advertising expenses were $ 126.6 million, $ 121.1 million, and $ 110.2 million in fiscal years 2024, 2023 and 2022, respectively.
Stock-based Compensation
−Removed: 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, which is typically three years .
+Added: The fair value of service-based employee and non-employee director awards is recognized as compensation expense on a straight-line basis over the requisite service period of the award, which is typically three years and one year , respectively.
The fair value of the performance-based awards is recognized as compensation expense ratably over the service period of each performance tranche, which is typically three years .
−Removed: Prior to fiscal year 2021, the Company granted stock-based option awards.
−Removed: The fair value of the stock-based option awards was determined using the Black-Scholes option pricing model.
−Removed: Determining the fair value of options at the grant date required judgment, including estimating the expected term that stock options would 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.
−Removed: See Note 11 for additional description of the accounting for stock-based awards.
+Added: See " Note 11 .
+Added: Stock Incentive Plans" for additional description of the accounting for stock-based awards.
Earnings Per Share
9 unchanged sentences
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.
−Removed: The timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions requires significant judgment.
+Added: The timing and amounts of deductible and taxable items and the probability of sustaining uncertain tax positions requires judgment.
The Company records the benefits of uncertain tax positions in its consolidated financial statements only after determining a more-likely-than-not probability that the uncertain tax positions will withstand challenge from tax authorities.
The Company periodically reassesses these probabilities and records any changes in the financial statements as appropriate.
−Removed: Derivative Financial Instruments
−Removed: All derivatives are recognized as either assets or liabilities in the consolidated balance sheets and measured at fair value.
−Removed: 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 in the consolidated balance sheets and are recognized in the consolidated statements of operations when the hedged item affects earnings.
−Removed: Any portion of the change in fair value that is determined to be ineffective is immediately recognized in earnings as SG&A.
−Removed: 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.
Fair Value of Financial Instruments
9 unchanged sentences
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.
−Removed: Other comprehensive income consists of unrealized gains and losses from derivative instruments designated as cash flow hedges and postretirement medical plan adjustments.
+Added: Other comprehensive income (loss) consists of postretirement medical plan adjustments and unrealized gains and losses from derivative instruments designated as cash flow hedges.
Treasury Stock
2 unchanged sentences
Restructuring Charges
−Removed: Charges for restructuring programs generally include targeted actions involving employee severance, related benefit costs, and other termination charges.
+Added: Charges for restructuring programs generally include targeted actions involving employee severance, related benefit costs, and other termination charges, as well as consulting and other third-party fees.
Employee severance and related benefit costs for employees with no further service period are accounted for under the Company’s ongoing benefit arrangements.
1 unchanged sentence
For employees with a remaining service period, the related costs are accrued over the period if greater than 60 days.
−Removed: Restructuring costs are recorded in SG&A in the consolidated statements of operations.
+Added: Restructuring costs are recorded in SG&A in the consolidated statements of operations and comprehensive income.
Recently Issued Accounting Pronouncements and Policies
6 unchanged sentences
The Company is currently evaluating the impact the adoption of this new pronouncement will have on financial statement disclosures.
+Added: In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40):
+Added: Disaggregation of Income Statement Expenses .
+Added: ASU 2024-03 requires disclosure of certain costs and expenses on an interim and annual basis in the notes to the financial statements.
+Added: ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.
+Added: Early adoption is permitted.
+Added: The disclosures required under the guidance can be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all periods presented in the financial statements.
+Added: The Company is currently evaluating the impact that this guidance will have on its financial statement disclosures.
+Added: Recently Adopted Accounting Pronouncements and Policies
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):
2 unchanged sentences
The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, on a retrospective basis.
−Removed: Early adoption is permitted.
−Removed: The Company is currently evaluating the impact the adoption of this new pronouncement will have on financial statement disclosures.
−Removed: Recently Adopted Accounting Pronouncements and Policies
−Removed: The Company has not adopted any new accounting pronouncements or policies that had a material impact on the Company’s consolidated financial statements.
+Added: The Company adopted this standard in fiscal year 2024.
+Added: Refer to " Note 21 .
+Added: Segment Reporting" for relevant disclosures.
Related Party Transactions
−Removed: 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 year 2021.
+Added: 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.
Advantage Solutions Inc.
is a provider of in-club product demonstration and sampling services.
−Removed: Currently, the Company engages them from time to time to provide ancillary support services, including temporary club labor, as needed.
−Removed: The Company incurred approximately $ 3.1 million, and $ 2.9 million of costs payable to Advantage Solutions for services rendered during fiscal years 2022 and 2021, respectively.
+Added: Currently, the Company engages them from time to time for ancillary support services, including temporary club labor, as needed.
+Added: The Company incurred approximately $ 3.1 million of costs payable to Advantage Solutions for services rendered during fiscal year 2022.
The demonstration and sampling service fees are fully funded by merchandise vendors who participate in the program.
Revenue Recognition
−Removed: (a) Performance Obligations
+Added: Performance Obligations
The Company identifies each distinct performance obligation to transfer goods (or bundle of goods) or services.
−Removed: Refer to Note 2 for a description of the Company's performance obligations including net sales, rewards programs, membership and gift card programs.
−Removed: 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:
−Removed: Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
−Removed: Point-of-sale transactions, excluding sales tax, as a percent of net sales 91 % 92 % 93 %
−Removed: Point-of-sale transactions, excluding sales tax, as a percent of total revenues 89 % 90 % 91 %
−Removed: ( b) Contract Balances
−Removed: The following tables summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers:
−Removed: February 3, 2024 January 28, 2023
+Added: Refer to " Note 2 .
+Added: Summary of Significant Accounting Policies" for a description of the Company's performance obligations including net sales, rewards programs, membership and gift card programs.
+Added: Contract Balances
+Added: The following tables summarizes the Company's deferred revenue balance related to outstanding performance obligations for contracts with customers (in thousands):
+Added: February 1, 2025 February 3, 2024
Rewards programs:
1 unchanged sentence
Royalty revenue 9,972 4,593
−Removed: Co-brand marketing & integration 4,181 6,960
+Added: Co-brand initiatives 4,082 4,181
Total rewards programs 71,528 57,909
Membership 253,262 231,440
−Removed: Gift card programs 15,290 14,092
+Added: Gift card program 16,778 15,290
E-commerce sales 7,839 6,757
Rewards programs:
−Removed: Co-brand marketing & integration 6,216 11,895
+Added: Co-brand initiatives 3,139 6,216
Total deferred revenue $ 352,546 $ 317,612
Current and long-term deferred revenue balances are included within accrued expenses and other current liabilities and other non-current liabilities, respectively, in the consolidated balance sheets.
−Removed: The following tables summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of January 28, 2023:
+Added: The following tables summarizes the Company's revenue recognized during the period that was included in the opening deferred balance as of February 3, 2024 and January 28, 2023 (in thousands):
Fiscal Year Ended
−Removed: February 3, 2024
+Added: February 1, 2025 February 3, 2024
Rewards programs:
1 unchanged sentence
Royalty revenue 4,593 17,877
−Removed: Co-brand marketing & integration 8,213
+Added: Co-brand initiatives 3,545 8,213
Total rewards programs 57,273 60,766
Membership 231,440 183,692
−Removed: Gift card programs 5,367
+Added: Gift card program 5,109 5,367
E-commerce sales 6,757 2,731
Total revenue $ 300,579 $ 252,556
−Removed: (c) Transaction Price Allocated to Remaining Performance Obligations
Performance obligations related to earned award dollars, royalty revenue, and membership fees are typically satisfied over a period of twelve months or less.
1 unchanged sentence
The timing and recognition of gift card redemptions varies depending on consumer behavior and spending patterns.
−Removed: (d) Disaggregation of Revenue
−Removed: The Company’s club retail operations, which include retail club and other sales procured from our clubs and distribution centers, represent substantially all of its consolidated total revenues, and are the Company’s only reportable segment.
−Removed: Substantially all of the Company’s identifiable assets are located in the United States.
−Removed: 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.
+Added: Disaggregation of Revenue
The following table summarizes the Company’s percentage of net sales disaggregated by category:
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
−Removed: Grocery 70 % 67 % 71 %
+Added: February 1, 2025 February 3, 2024 January 28, 2023
+Added: Perishables, Grocery, and Sundries 71 % 70 % 67 %
General Merchandise and Services 11 % 11 % 12 %
1 unchanged sentence
Property and Equipment, Net
−Removed: The following table summarizes the Company's property and equipment as of February 3, 2024 and January 28, 2023 (in thousands):
+Added: The following table summarizes the Company's property and equipment as of February 1, 2025 and February 3, 2024 (in thousands):
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Land and buildings $ 1,110,101 871,106
10 unchanged sentences
The initial primary term of the Company’s finance leases ranges from 2 years to 20 years, with most of these leases having an initial term of 7 years.
−Removed: The following table summarizes the Company’s finance and operating lease assets and lease liabilities as of February 3, 2024 and January 28, 2023 (in thousands):
−Removed: February 3, 2024 January 28, 2023 Consolidated Balance Sheet Classification
+Added: The following table summarizes the Company’s finance and operating lease assets and lease liabilities as of February 1, 2025 and February 3, 2024 (in thousands):
+Added: February 1, 2025 February 3, 2024 Consolidated Balance Sheet Classification
Operating lease assets $ 2,100,257 $ 2,140,482 Operating lease right-of-use assets, net
7 unchanged sentences
Total lease liabilities $ 2,234,694 $ 2,239,202
−Removed: 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.
+Added: In fiscal year 2022, the Company recorded a lease asset impairment charge of $ 1.2 million included in income (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 2024 or 2023.
1 unchanged sentence
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Finance lease cost:
11 unchanged sentences
Net lease costs $ 392,467 $ 372,596 $ 368,034
−Removed: (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.
+Added: (a) Amortization of finance lease assets, operating lease cost, variable lease cost, and sublease income are primarily included in SG&A expenses in the consolidated statements of operations and comprehensive income.
Variable lease cost primarily consists of increases in rental payments based on an index, and 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.
(b) Interest recognized on finance lease liabilities is included in interest expense, net in the consolidated statements of operations and comprehensive income.
−Removed: The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of February 3, 2024 and January 28, 2023 were as follows:
−Removed: February 3, 2024 January 28, 2023
+Added: The weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of February 1, 2025 and February 3, 2024 were as follows:
+Added: February 1, 2025 February 3, 2024
Weighted-average remaining lease term (in years) - operating leases 11.5 11.6
4 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Operating cash flows paid for operating leases $ 328,239 $ 380,340 $ 350,234
3 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Operating lease liabilities arising from obtaining right-of-use assets and other non-cash lease-related operating items $ 150,035 $ 177,187 $ 220,547
15 unchanged sentences
Sale-leaseback Transactions
−Removed: During the fiscal year ended February 3, 2024, the Company completed two sale-leaseback transactions for buildings constructed by the Company on land owned by the buyer-lessors.
+Added: During fiscal year 2023, the Company completed two sale-leaseback transactions for buildings constructed by the Company on land owned by the buyer-lessors.
In connection with these transactions, the Company sold assets with a total fair value of $ 26.2 million and received proceeds of $ 18.5 million.
−Removed: The difference between the fair value of assets sold and proceeds received was deemed prepaid rent and included in the operating lease asset at lease commencement.
+Added: The difference between the fair value of assets sold and proceeds received was deemed prepaid rent and is included in the operating lease asset at lease commencement.
+Added: There were no sale-leaseback transactions completed during fiscal year 2024.
Failed Sale-leaseback Transactions
−Removed: During the fiscal year ended February 3, 2024, the Company constructed three buildings on land owned by certain of the Company’s lessors.
+Added: During fiscal years 2024 and 2023, the Company constructed one and three buildings, respectively, on land owned by certain of the Company’s lessors.
The associated leases were deemed to be financing leases, resulting in the Company accounting for the transactions as failed sale-leasebacks.
−Removed: In connection with these transactions, the Company recorded financing obligations totaling $ 26.4 million, which represented cash received of $ 20.6 million and receivables of $ 5.8 million as of February 3, 2024.
+Added: In connection with the fiscal year 2024 transactions, the Company recorded a financing obligation totaling $ 9.3 million, which represented total cash received, of which $ 3.1 million was received during fiscal year 2024 and the remainder of which was received in prior periods.
+Added: In connection with the fiscal year 2023 transactions, the Company recorded financing obligations totaling $ 26.4 million, which represented cash received of $ 20.6 million and receivables of $ 5.8 million as of February 3, 2024.
+Added: The receivables were collected during fiscal year 2024.
+Added: Operating cash flows paid for the interest portion of failed sale-leasebacks totaled $ 3.1 million and $ 0.9 million for fiscal years 2024 and 2023, respectively.
The net book value of the associated building assets is included in property and equipment, net in the consolidated balance sheets.
1 unchanged sentence
Debt and Credit Arrangements
−Removed: Debt consisted of the following at February 3, 2024 and January 28, 2023 (in thousands):
−Removed: February 3, 2024 January 28, 2023
+Added: Debt consisted of the following at February 1, 2025 and February 3, 2024 (in thousands):
+Added: February 1, 2025 February 3, 2024
ABL Revolving Facility $ 175,000 $ 319,000
6 unchanged sentences
The maturity date of the ABL Revolving Facility is July 28, 2027.
−Removed: 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.
6 unchanged sentences
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.
−Removed: 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.
+Added: As of February 3, 2024, there was $ 319.0 million outstanding in loans under the ABL Revolving Facility and $ 18.2 million in outstanding letters of credit.
The interest rate on the revolving credit facility was 6.44 %.
As of February 1, 2025, there was $ 175.0 million outstanding in loans under the ABL Revolving Facility and $ 11.1 million in outstanding letters of credit.
−Removed: The interest rate on the revolving credit facility was 6.44 %, and unused capacity was $ 802.3 million.
+Added: The interest rate on the revolving credit facility was 5.41 %, and unused capacity was $ 1.0 billion.
First Lien Term Loan
On October 12, 2023, the Company entered into an amendment (the "Fourth 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.
−Removed: Deutsche Bank Securities Inc.
−Removed: acted as the left lead arranger and bookrunner, and Nomura Securities International, Inc., BofA Securities, Inc.
−Removed: and Wells Fargo Securities LLC acted as joint lead arrangers and joint bookrunners of the Fourth Amendment.
The Fourth Amendment, among other things, extended the maturity date with respect to the term loans outstanding under the First Lien Term Loan Credit Agreement from February 3, 2027 to February 3, 2029.
In addition, the Fourth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 275 basis points per annum to SOFR plus 200 basis points per annum.
+Added: On November 4, 2024, the Company entered into an amendment (the "Fifth 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.
+Added: The Fifth Amendment, among other things, provided for a new tranche of term loans in an aggregate principal amount of $ 400.0 million, which refinanced and replaced in full the existing Tranche B term loans outstanding under the First Lien Term Loan Credit Agreement immediately prior to the effectiveness of the Fifth Amendment.
+Added: In addition, the Fifth Amendment reduced applicable margin in respect of the interest rate from SOFR plus 200 basis points per annum to SOFR plus 175 basis points per annum.
Voluntary prepayments are permitted.
3 unchanged sentences
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.
−Removed: During fiscal year 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.
−Removed: In connection with the payment, the Company expensed $ 0.7 million of previously capitalized debt issuance costs and original issue discount.
During fiscal year 2022, total fees incurred in connection with the Third Amendment were approximately $ 3.2 million.
1 unchanged sentence
The Company deferred $ 1.2 million of new debt issuance costs and original issue discount.
−Removed: As of January 28, 2023, there was $ 450.0 million outstanding on the First Lien Term Loan, which reflected the Company’s 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 prior to the Third Amendment.
−Removed: The interest rate was 7.11 %.
During fiscal year 2023, total fees incurred in connection with the Fourth Amendment were approximately $ 1.7 million.
1 unchanged sentence
The Company deferred $ 1.3 million of new debt issuance costs.
−Removed: As of February 3, 2024, there was $ 400.0 million outstanding under the First Lien Term Loan, which reflects the Company’s previous repayment of $ 50.0 million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the third quarter of fiscal year 2023 prior to the Fourth Amendment.
+Added: As of February 3, 2024, there was $ 400.0 million outstanding on the First Lien Term Loan, which reflected the Company’s repayment of $ 50.0 million of the principal amount outstanding under the First Lien Term Loan Credit Agreement during the third quarter of fiscal year 2023 prior to the Fourth Amendment.
+Added: The interest rate was 7.33 %.
+Added: During fiscal year 2024, total fees incurred in connection with the Fifth Amendment were approximately $ 0.8 million.
+Added: The Company expensed $ 0.1 million of previously capitalized debt issuance costs and original issue discount and expensed $ 0.8 million of new third-party fees.
+Added: The Company deferred an immaterial amount of new debt issuance costs.
+Added: As of February 1, 2025, there was $ 400.0 million outstanding under the First Lien Term Loan.
The interest rate was 6.08 % as of fiscal year end.
7 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Interest on debt $ 42,723 $ 58,197 $ 37,533
Interest on financing obligations 6,826 4,152 4,269
+Added: Amortization of debt issuance costs and accretion of original issue discount 1,104 1,243 2,765
Debt extinguishment and refinancing charges 870 1,830 3,256
−Removed: Amortization of debt issuance costs 914 1,719 2,193
−Removed: Accretion of original issue discount 329 1,046 1,195
−Removed: Capitalized interest ( 226 ) ( 196 ) ( 87 )
−Removed: (Gain) loss on cash flow hedge ( 669 ) ( 165 ) 6,340
+Added: Other ( 164 ) ( 895 ) ( 361 )
Interest expense, net $ 51,359 $ 64,527 $ 47,462
Goodwill and Intangible Assets
−Removed: The carrying value of goodwill and the change in the balance for the fiscal years ended February 3, 2024 and January 28, 2023 is as follows (in thousands):
−Removed: Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023
−Removed: Beginning balance $ 1,008,816 $ 924,134
−Removed: Acquisition ( Note 20 )
−Removed: Ending balance $ 1,008,816 $ 1,008,816
+Added: The carrying value of goodwill was $ 1.0 billion as of February 1, 2025 and February 3, 2024.
+Added: No impairments were recorded in fiscal years 2024, 2023, and 2022, as a result of the annual goodwill impairment tests performed.
Intangible assets consist of the following (in thousands):
7 unchanged sentences
Total intangible assets $ 344,100 $ ( 242,991 ) $ 101,109
−Removed: January 28, 2023
+Added: February 3, 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount
8 unchanged sentences
Member relationships will primarily be amortized through fiscal year 2026.
−Removed: The Company recorded amortization expense of $ 7.9 million, $ 9.2 million and $ 10.5 million as a component of SG&A for fiscal years 2023, 2022, and 2021, respectively.
+Added: The Company recorded amortization expense of $ 6.5 million, $ 7.9 million and $ 9.2 million for fiscal years 2024, 2023, and 2022, 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):
6 unchanged sentences
The Company does not believe the resolution of any current proceedings will result in a material impact to the consolidated financial statements.
+Added: Gain contingencies are recognized when they are realized or realizable.
Stock Incentive Plans
10 unchanged sentences
As of February 1, 2025, there were 4,518,327 shares available for future issuance under the 2018 Plan.
−Removed: 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.
−Removed: In the event that an employee is terminated due to death or disability, the modified equity award agreements provide for:
−Removed: (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.
−Removed: 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.
−Removed: There was no accelerated vesting of awards in fiscal year 2023 or 2022.
The Company recognized $ 47.8 million, $ 39.0 million, and $ 42.6 million of total stock-based compensation for fiscal years 2024, 2023, and 2022, respectively, inclusive of expense related to the ESPP.
−Removed: As of February 3, 2024, there was approximately $ 42.5 million o f unrecognized compensation cost, most of which is expected to be recognized over the next three years .
+Added: As of February 1, 2025, there was approximately $ 60.4 million o f unrecognized compensation cost, all of which is expected to be recognized over the next three years .
Stock option awards were generally granted with a vesting period of three years .
9 unchanged sentences
The Company received a tax benefit related to these option exercises of approximately $ 15.1 million, $ 2.0 million, and $ 7.0 million in fiscal years 2024, 2023, and 2022, respectively.
−Removed: As of February 3, 2024, the total intrinsic value of options vested was $ 72.8 million.
+Added: As of February 1, 2025, the total intrinsic value of options outstanding, vested, and exercisable was $ 65.6 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 February 1, 2025:
7 unchanged sentences
Outstanding, end of period 291 73.78 368 75.43 628 69.53
−Removed: (a) Shares presented reflect a 100 % payout, however, the actual payout for the fiscal year 2021 grants, which primarily vest in the first quarter of fiscal year 2024, is expected to be 200 %.
−Removed: Actual payout for performance stock awards granted in fiscal years 2022 and 2023, which primarily vest in fiscal year 2025 and 2026, respectively, could be below 100 % or up to 200 %.
−Removed: (b) Includes 320 incremental Performance Stock awards granted in fiscal year 2020 with a weighted-average grant date fair value of $ 33.59 , that vested in the first quarter of fiscal year 2023 at greater than 100 % of target based on performance.
+Added: (a) Shares outstanding reflect a 100 % payout, however, the actual payout for the remaining performance stock awards granted in fiscal year 2021 is expected to be 200 %, and the actual payout for performance stock awards granted in fiscal year 2022, which vest in the first quarter of fiscal year 2025, is expected to be 177 %.
+Added: Actual payout for the performance stock awards granted in fiscal year 2023, which vest in fiscal year 2026, could be below 100 % or up to 200 %, and actual payout for the performance stock awards granted in fiscal year 2024, which vest in fiscal year 2027, could be below 100 % or up to 300 %.
+Added: (b) Includes 236 incremental performance stock awards granted in fiscal year 2021 with a weighted-average grant date fair value of $ 44.74 , that vested in fiscal year 2024 at greater than 100 % of target payout based on performance.
The fair value as of the vesting date was $ 23.7 million, $ 1.9 million and $ 35.3 million for restricted stock, restricted stock units, and performance stock, respectively.
8 unchanged sentences
Treasury Shares Acquired on Restricted Stock Awards and Performance Stock Awards
−Removed: Shares reacquired to satisfy tax withholding obligations upon the vesting of restricted stock awards and performance stock awards in fiscal year 2023, 2022, and 2021 were 373,875 shares, 264,167 shares, and 376,758 shares, respectively.
+Added: Shares reacquired to satisfy tax withholding obligations upon the vesting of restricted stock awards and performance stock awards in fiscal years 2024, 2023, and 2022 were 369,327 shares, 373,875 shares, and 264,167 shares, respectively.
These reacquired shares were recorded as $ 27.7 million, $ 28.3 million, and $ 18.0 million of treasury stock in fiscal years 2024, 2023, and 2022, respectively.
Share Repurchase Programs
−Removed: 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").
−Removed: The 2019 Repurchase Program was fully exhausted on November 17, 2021.
−Removed: On November 16, 2021, the Company’s board of directors approved a 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.
−Removed: The 2021 Repurchase Program expires in January 2025.
−Removed: 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.
−Removed: As of February 3, 2024, $ 189.3 million remained available to purchase under the 2021 Repurchase Program.
−Removed: The Company repurchased 1,958,218 , 2,234,708 , and 3,331,956 shares of common stock totaling $ 130.2 million, $ 152.5 million and $ 179.2 million in fiscal years 2023, 2022, and 2021, respectively.
+Added: On November 16, 2021, the Company’s board of directors approved a share repurchase program (the "2021 Repurchase Program"), that allowed the Company to repurchase up to $ 500.0 million of its outstanding common stock.
+Added: The 2021 Repurchase Program expired in January 2025, with the Company utilizing the entire authorization of $ 500.0 million.
+Added: On November 18, 2024, the Company's board of directors approved a new share repurchase program (the "2024 Repurchase Program") that allows the Company to repurchase up to an additional $ 1.0 billion of its outstanding common stock from time to time as market conditions warrant.
+Added: The 2024 Repurchase Program was effective on February 1, 2025 and expires in January 2029.
+Added: The timing and actual number of shares repurchased will depend on a variety of factors including price, corporate requirements, market conditions, and other corporate liquidity requirements and priorities.
+Added: The Company initiated the 2021 Repurchase Program and the 2024 Repurchase Program to mitigate potentially dilutive effects of stock awards granted by the Company, in addition to enhancing shareholder value.
+Added: As of February 1, 2025, $ 1.0 billion remained available to purchase under the 2024 Repurchase Program.
+Added: The Company repurchased 2,181,885 , 1,958,218 , and 2,234,708 shares of common stock totaling $ 190.9 million, $ 130.2 million and $ 152.5 million in fiscal years 2024, 2023, and 2022, respectively, all under the 2021 Repurchase Program.
+Added: The Company accounts for treasury stock under the cost method based on the fair market value of the shares on the dates of repurchase plus any direct costs incurred.
The provision for income taxes from continuing operations includes the following (in thousands):
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Current $ 146,882 $ 126,805 $ 115,270
5 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Statutory federal income tax rates 21.0 % 21.0 % 21.0 %
6 unchanged sentences
Effective income tax rate 25.9 % 28.8 % 25.5 %
−Removed: Significant components of the Company’s deferred tax assets and liabilities as of February 3, 2024 and January 28, 2023 are as follows (in thousands):
−Removed: February 3, 2024 January 28, 2023
+Added: Significant components of the Company’s deferred tax assets and liabilities as of February 1, 2025 and February 3, 2024 are as follows (in thousands):
+Added: February 1, 2025 February 3, 2024
Deferred tax assets:
21 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Balance, beginning of period $ 2,867 $ 1,411
+Added: Decreases for tax positions taken during prior years ( 69 ) —
Additions for tax positions taken during the current year 136 1,546
+Added: Settlements ( 245 ) —
Lapses in statute of limitations ( 98 ) ( 90 )
Balance, end of period $ 2,591 $ 2,867
−Removed: The total amount of unrecognized tax benefits, reflective of federal tax benefits at both February 3, 2024 and January 28, 2023 that, if recognized, would favorably affect the effective tax rate was $ 2.3 million and $ 1.2 million, respectively.
−Removed: As of February 3, 2024, management has determined it is reasonably possible that the total amount of unrecognized tax benefits could decrease within the next twelve months by $ 0.3 million, due to the expiration of statute of limitations and expected resolution of state tax audits.
+Added: The total amount of unrecognized tax benefits, reflective of federal tax benefits at February 1, 2025 and February 3, 2024 that, if recognized, would favorably affect the effective tax rate was $ 2.1 million and $ 2.3 million, respectively.
+Added: As of February 1, 2025, 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.
The Company’s tax years from 2020 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.
−Removed: The Company recognized $ 0.1 million of expense for fiscal years 2023 and 2022, and no interest income or expense for fiscal year 2021.
−Removed: As of February 3, 2024 and January 28, 2023, the Company had $ 0.2 million and $ 0.1 million, respectively, of accrued interest related to income tax uncertainties.
+Added: The Company recognized an immaterial amount of expense for fiscal year 2024 and $ 0.1 million of expense for fiscal years 2023 and 2022.
+Added: As of February 1, 2025 and February 3, 2024, the Company had $ 0.2 million of accrued interest related to income tax uncertainties.
Retirement Plans
4 unchanged sentences
Under this plan, the Company funded annual retirement contributions for the designated participants on an after-tax basis.
−Removed: The Company’s contributions equaled 5 % of the participants’ base salary.
+Added: The Company’s contributions equaled approximately 5 % of the participants’ base salary.
Historically, participants became fully vested in their contribution accounts at the end of the fiscal year in which they completed four full fiscal years of service.
Upon termination of the plan, all remaining contributions became fully vested.
−Removed: Expense under this plan was $ 0.5 million, $ 3.7 million and $ 1.8 million in fiscal years 2023, 2022, and 2021, respectively.
+Added: Expense under this plan was $ 0.5 million and $ 3.7 million in fiscal years 2023 and 2022, respectively.
As of February 3, 2024, the remaining $ 2.2 million due to participants was included in accrued expenses and other current liabilities in the consolidated balance sheets.
+Added: All amounts due were fully settled with participants during fiscal year 2024.
Effective January 1, 2024, the Company offers certain qualifying individuals the ability to participate in the NQDC Plan.
The NQDC Plan allows employees to defer up to 50 % of the participant's annual base salary as well as up to 100 % of any annual bonus award.
+Added: Beginning in fiscal year 2025, eligible participants will also be allowed to defer between 0 % and 100 % of stock incentive awards granted during the fiscal year.
The Company may also elect to provide a discretionary contribution to the NQDC Plan to certain executives, which will become 100 % vested on the third anniversary of a participant's date of hire.
A participant will be 100 % vested at all times in their elective deferral account within the NQDC Plan.
−Removed: The Company credits the amounts deferred with earnings and holds investments to offset the Company's liabilities under the NQDC Plan.
−Removed: As of February 3, 2024, all investments were held in mutual funds.
−Removed: The NQDC Plan liability and total investments are included in other non-current liabilities and other assets, respectively, in the consolidated balance sheets and were not material as of February 3, 2024.
−Removed: Additionally, expense under this plan was not material for fiscal year 2023.
+Added: The Company credits the amounts deferred with earnings and holds investments in company-owned life insurance (“COLI”) policies to offset the Company's liabilities under the NQDC Plan.
+Added: Total liabilities related to the NQDC Plan liability and the cash surrender value of COLI investments, included in other non-current liabilities and other assets in the consolidated balance sheets, were $ 3.0 million and $ 1.8 million, respectively, as of February 1, 2025.
+Added: Expense under this plan was $ 2.4 million for fiscal year 2024.
+Added: The NQDC Plan liability, investments, and expense under such plan were no t material for fiscal year 2023.
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.
−Removed: The following is included in other non-current liabilities on the consolidated balance sheets (in thousands):
+Added: The following is included in other non-current liabilities in the consolidated balance sheets (in thousands):
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Balance, beginning of period $ 26,360 $ 23,336 $ 21,378
−Removed: Accretion expense 2,242 1,497 1,419
+Added: Accretion expense, net of reversals 797 2,242 1,497
Liabilities incurred during the year 1,798 782 461
2 unchanged sentences
The major components of accrued expenses and other current liabilities are as follows (in thousands):
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Deferred membership fee income $ 253,262 $ 231,440
−Removed: Outstanding checks and payables 113,474 104,903
+Added: Outstanding payables 105,615 113,474
Employee compensation and benefits 110,689 87,765
9 unchanged sentences
Total accrued expenses and other current liabilities $ 913,042 $ 812,136
−Removed: The following table summarizes membership fee income activity for each of the last two fiscal years (in thousands):
−Removed: Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023
−Removed: Deferred membership fee income, beginning of period $ 183,692 $ 174,916
−Removed: Cash received from members 468,426 405,506
−Removed: Revenue recognized in earnings ( 420,678 ) ( 396,730 )
−Removed: Deferred membership fee income, end of period $ 231,440 $ 183,692
Other Non-current Liabilities
The major components of other non-current liabilities are as follows (in thousands):
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Insurance reserves $ 96,746 $ 112,273
1 unchanged sentence
63,619 62,494
−Removed: Asset retirement obligations 26,360 23,336
−Removed: Deferred revenues 20,641 24,641
+Added: Asset retirement obligations (see Note 15 )
+Added: 28,955 26,360
+Added: Deferred revenues and vendor income 15,487 20,641
Other 6,534 4,867
1 unchanged sentence
Fair Value Measurements
−Removed: Assets and Liabilities Measured at Fair Value on a Recurring Basis
−Removed: 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.
−Removed: These inputs were considered to be Level 2.
−Removed: All derivative instruments expired in the first quarter of fiscal year 2022.
Financial Assets and Liabilities
7 unchanged sentences
Total Debt $ 575,000 $ 577,500
−Removed: The gross carrying amount and fair value of the Company’s debt at January 28, 2023 are as follows (in thousands):
+Added: The gross carrying amount and fair value of the Company’s debt at February 3, 2024 are as follows (in thousands):
Carrying Amount Fair Value
3 unchanged sentences
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
−Removed: The Company measures certain non-financial assets and liabilities, including long-lived assets, at fair value on a non-recurring basis.
−Removed: 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 fair values due to the short-term maturities of these instruments.
Earnings Per Share
−Removed: The table below reconciles basic weighted-average common shares outstanding to diluted weighted-average common shares outstanding for fiscal years 2023, 2022, and 2021 (in thousands):
+Added: The table below reconciles basic weighted-average shares of common stock outstanding to diluted weighted-average shares of common stock outstanding for fiscal years 2024, 2023, and 2022 (in thousands):
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Weighted-average shares of common stock outstanding, used for basic computation 132,150 133,047 134,017
4 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Stock-based awards 84 228 75
1 unchanged sentence
The total consideration paid by the Company in connection with the Acquisition was approximately $ 375.6 million, excluding transaction costs.
−Removed: The Company did no t record any transaction costs for the fiscal year ended February 3, 2024.
+Added: The Company did no t record any transaction costs for the fiscal years ended February 1, 2025 and February 3, 2024.
For the fiscal year ended January 28, 2023, the Company recorded transaction and integration costs related to the Acquisition of $ 12.3 million.
−Removed: These costs are included in selling, general and administrative expenses in the consolidated statements of operations and comprehensive income.
−Removed: The following table summarizes the consideration paid and the final fair values of the assets acquired and liabilities assumed in connection with the Acquisition (in thousands):
−Removed: As of May 2, 2022
−Removed: Property and equipment, net $ 203,400
−Removed: Merchandise inventories 88,072
−Removed: Goodwill 84,682
−Removed: Operating lease right-of-use assets, net 16,569
−Removed: Prepaid expenses and other current assets 433
−Removed: Intangibles, net 100
−Removed: Total assets 393,256
−Removed: Long-term operating lease liabilities ( 16,569 )
−Removed: Accrued expenses and other current liabilities ( 1,106 )
−Removed: Total liabilities ( 17,675 )
−Removed: Total consideration paid, including working capital adjustments $ 375,581
−Removed: Goodwill represents the excess of the purchase price over the net identifiable assets acquired and liabilities assumed.
−Removed: Goodwill is primarily attributable to the assembled workforce and bringing the Company's perishable supply chain in-house.
−Removed: Goodwill deductible for tax purposes is $ 84.7 million.
−Removed: 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.
−Removed: 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.
+Added: These costs are included in SG&A expenses in the consolidated statements of operations and comprehensive income.
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 acquiree being integrated within the Company shortly after closing and not operating as discrete entities within the Company’s organizational structure.
+Added: Segment Reporting
+Added: The Company’s operations are primarily retail club and other sales procured from clubs and distribution centers, representing one operating segment.
+Added: All of the Company’s identifiable assets are located in the United States.
+Added: 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.
+Added: The CODM is the Company’s chairman and chief executive officer, Robert W.
+Added: The CODM utilizes net income, as reported in the consolidated statements of operations and comprehensive income, in evaluating performance of the retail operations segment and determining how to allocate resources of the Company as a whole, including investing in clubs,
+Added: stockholder return programs, and other strategies.
+Added: The CODM does not review assets when evaluating the results of the segment, and therefore, such information is not presented.
+Added: The following table provides the operating financial results of our reportable segment (in thousands):
+Added: Fiscal Year Ended
+Added: February 1, 2025 February 3, 2024 January 28, 2023
+Added: Total revenues $ 20,501,804 $ 19,968,689 $ 19,315,165
+Added: significant and other segment expenses
+Added: Merchandise cost of sales (a)
+Added: 13,377,543 13,024,569 12,354,954
+Added: Selling, general and administrative expenses (b)
+Added: 2,992,220 2,842,141 2,693,502
+Added: Other segment expenses (c)
+Added: 3,597,624 3,578,238 3,753,532
+Added: Net income $ 534,417 $ 523,741 $ 513,177
+Added: Merchandise cost of sales represents those expenses related to the sales of merchandise including inventory costs and distribution costs, and excludes costs related to gasoline and membership fee income.
+Added: Selling, general and administrative expenses is inclusive of pre-opening expenses and stock-based compensation.
+Added: Other segment expenses primarily consists of other costs of revenues, including gas, interest expense, and income tax expense.
Condensed Financial Information of Registrant (Parent Company Only)
3 unchanged sentences
(Amounts in thousands)
−Removed: February 3, 2024 January 28, 2023
+Added: February 1, 2025 February 3, 2024
Investment in subsidiaries $ 1,847,454 $ 1,458,851
6 unchanged sentences
300,000 shares authorized, 148,965 shares issued and 131,638 shares outstanding at February 1, 2025;
−Removed: 300,000 shares authorized, 146,347 shares issued and 133,903 shares outstanding at January 28, 2023
+Added: 300,000 shares authorized, 147,544 shares issued and 132,768 shares outstanding at February 3, 2024
Additional paid-in capital 1,079,676 1,006,910
Retained earnings 1,702,648 1,168,231
−Removed: Treasury stock, at cost, 14,776 shares at February 3, 2024 and 12,444 shares at January 28, 2023
+Added: Treasury stock, at cost, 17,327 shares at February 1, 2025 and 14,776 shares at February 3, 2024
( 936,359 ) ( 717,765 )
5 unchanged sentences
Fiscal Year Ended
−Removed: February 3, 2024 January 28, 2023 January 29, 2022
+Added: February 1, 2025 February 3, 2024 January 28, 2023
Equity in net income of subsidiaries $ 534,417 $ 523,741 $ 513,177
7 unchanged sentences
A statement of cash flows has not been presented as BJ’s Wholesale Club Holdings, Inc.
−Removed: did not have any cash as of, or for, the years ended February 3, 2024, January 28, 2023, or January 29, 2022.
+Added: did not have any cash as of, or for, the years ended February 1, 2025, February 3, 2024, or January 28, 2023.
Basis of Presentation
2 unchanged sentences
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 7 .
−Removed: 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
−Removed: 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.
+Added: Debt and Credit Arrangements." 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.
7 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.