1 unchanged sentence
Changes in Internal Control over Financial Reporting
−Removed: There were no changes in the Company’s internal controls over financial reporting that occurred during the quarterly period ended February 1, 2020 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
+Added: There were no changes in the Company’s internal controls over financial reporting that occurred during the quarterly period ended January 30, 2021 that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures
The Company maintains a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Security Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (“SEC”), and is accumulated and communicated to the Company’s management, including its Chief Executive Officer (principal executive officer) and its Chief Financial Officer (principal financial and accounting officer), as appropriate, to allow timely decisions regarding required disclosure.
−Removed: The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures under the Exchange Act as of February 1, 2020, the end of the period covered by this Annual Report on Form 10-K.
−Removed: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of February 1, 2020, the Company’s disclosure controls and procedures are effective.
+Added: The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures under the Exchange Act as of January 30, 2021, the end of the period covered by this Annual Report on Form 10-K.
+Added: Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of January 30, 2021, the Company’s disclosure controls and procedures are effective.
Management’s Annual Report on Internal Control Over Financial Reporting
3 unchanged sentences
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 policies or procedures may deteriorate.
−Removed: Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of February 1, 2020.
+Added: Management, including the Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of internal control over financial reporting as of January 30, 2021.
Management based this assessment on criteria for effective internal control over financial reporting described in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
−Removed: Based on this assessment, management determined that, as of February 1, 2020, the Company maintained effective internal control over financial reporting at a reasonable assurance level.
−Removed: The effectiveness of the Company’s internal control over financial reporting as of February 1, 2020 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report dated March 25, 2020 that appears below.
+Added: Based on this assessment, management determined that, as of January 30, 2021, the Company maintained effective internal control over financial reporting at a reasonable assurance level.
+Added: The effectiveness of the Company’s internal control over financial reporting as of January 30, 2021 has been audited by KPMG LLP, our independent registered public accounting firm, as stated in their report dated March 24, 2021 that appears below.
Report of Independent Registered Public Accounting Firm
3 unchanged sentences
We have audited Ollie’s Bargain Outlet Holdings, Inc.
−Removed: and subsidiaries’ (the Company) internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 1, 2020, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of February 1, 2020 and February 2, 2019, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended February 1, 2020, and the related notes and financial statement schedule I – condensed financial information of registrant (collectively, the consolidated financial statements), and our report dated March 25, 2020 expressed an unqualified opinion on those consolidated financial statements.
+Added: and subsidiaries’ (the Company) internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 30, 2021, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 30, 2021 and February 1, 2020, the related consolidated statements of income, stockholders’ equity, and cash flows for each of the fiscal years in the three-year period ended January 30, 2021, and the related notes and financial statement schedule I - condensed financial information of registrant (collectively, the consolidated financial statements), and our report dated March 24, 2021 expressed an unqualified opinion on those consolidated financial statements.
Basis for Opinion
19 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information required by this item will be contained in the Company’s definitive proxy statement in connection with the 2020 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed with the SEC not later than 120 days after the end of the fiscal year ended February 1, 2020, and is incorporated herein by reference.
+Added: The information required by this item will be contained in the Company’s definitive proxy statement in connection with the 2021 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed with the SEC not later than 120 days after the end of the fiscal year ended January 30, 2021, and is incorporated herein by reference.
In addition, the Company’s Board of Directors has adopted a Code of Business Ethics that applies to all of its directors, employees and officers, including the Chief Executive Officer and Chief Financial Officer.
14 unchanged sentences
Financial statement schedules have been omitted because they are not required or are not applicable or because the information required in those schedules either is not material or is included in the consolidated financial statements or the accompanying notes.
−Removed: Form 10-K Summary
−Removed: Not applicable.
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Annual Report on Form 10-K.
8 unchanged sentences
333-204942)).
−Removed: Amended and Restated Stockholders Agreement, by and among Bargain Holdings, Inc.
−Removed: and certain stockholders named therein (incorporated by reference to Exhibit 4.1 to the Current Report filed on Form 8-K by the Company on July 21, 2015 (No.
Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
−Removed: Credit Agreement, dated as of September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent and KeyBank National Association and Jefferies Finance LLC as Co-Syndication Agents (incorporated by reference to Exhibit 10.1 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Guarantee and Collateral Agreement, dated September 28, 2012, among Bargain Parent, Inc., Ollie’s Holdings, Inc., certain Subsidiaries of Ollie’s Holdings, Inc.
−Removed: and Manufacturers and Traders Trust Company, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: First Amendment to Credit Agreement and First Amendment to Collateral Agreement, dated February 26, 2013, to Credit Agreement, dated as of September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent and KeyBank National Association and Jefferies Finance LLC as Co-Syndication Agents (incorporated by reference to Exhibit 10.3 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Second Amendment, dated April 11, 2014, to Credit Agreement, dated as of September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Manufacturers and Traders Trust Company as Administrative Agent and KeyBank National Association and Jefferies Finance LLC as Co-Syndication Agents (incorporated by reference to Exhibit 10.4 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Credit Agreement, dated September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Jefferies Finance LLC as Administrative Agent and Manufacturers and Traders Trust Company and KeyBank National Association and as Co-Syndication Agents (incorporated by reference to Exhibit 10.5 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Guarantee and Collateral Agreement, dated September 28, 2012, among Bargain Parent, Inc., Ollie’s Holdings, Inc., certain Subsidiaries of Ollie’s Holdings, Inc.
−Removed: and Jefferies Finance LLC, as Administrative Agent (incorporated by reference to Exhibit 10.6 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: First Amendment to Credit Agreement and First Amendment to Collateral Agreement, dated February 26, 2013, to Credit Agreement, dated as of September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Jefferies Finance LLC as Administrative Agent and Manufacturers and Traders Trust Company and KeyBank National Association and as Co-Syndication Agents (incorporated by reference to Exhibit 10.7 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Second Amendment and Consent, dated April 11, 2014, to Credit Agreement, dated September 28, 2012, among Ollie’s Holdings, Inc.
−Removed: and Ollie’s Bargain Outlet, Inc.
−Removed: as Borrowers, Bargain Parent, Inc., as Parent, the Lenders party thereto, Jefferies Finance LLC as Administrative Agent and Manufacturers and Traders Trust Company and KeyBank National Association and as Co-Syndication Agents (incorporated by reference to Exhibit 10.8 to the Form S-1 Registration Statement filed by the Company on June 15, 2015 (No.
−Removed: 333-204942)).
−Removed: Credit Agreement, dated as of January 29, 2016, by and among Ollie’s Holdings, Inc., a Delaware corporation, Ollie’s Bargain Outlet, Inc., a Pennsylvania corporation, and any subsidiary loan party that becomes a Borrower pursuant to the terms thereto, as borrowers, Bargain Parent, Inc., a Delaware corporation, as parent, Manufacturers and Traders Trust Company, as administrative agent, the other agents party thereto and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report filed on Form 8-K by the Company on February 2, 2016 (No.
−Removed: Guarantee and Collateral Agreement, dated as of January 29, 2016, by and among Bargain Parent, Inc., Ollie’s Holdings, Inc.
−Removed: and certain Subsidiaries of Ollie’s Holdings, Inc.
−Removed: in favor of Manufacturers and Traders Trust Company, as Administrative Agent (incorporated by reference to Exhibit 10.2 to the Current Report filed on Form 8-K by the Company on February 2, 2016 (No.
Amended and Restated Credit Agreement, dated May 22, 2019, among Bargain Parent, Inc., OBO Ventures, Inc.
34 unchanged sentences
333-204942)).
−Removed: 2015 Equity Incentive Plan (incorporated by reference to Exhibit 4.1 to the Form S-8 Registration Statement filed by the Company on July 15, 2015 (No.
−Removed: 333-204942)).
Form of Stock Option Agreement under 2015 Equity Incentive Plan (incorporated by reference to Exhibit 10.23 to Amendment No.
43 unchanged sentences
† Previously filed.
+Added: Form 10-K Summary
+Added: Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
24 unchanged sentences
/s/ Robert Fisch
+Added: /s/ Alissa Ahlman
+Added: Alissa Ahlman
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.