UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) November 20, 2018

BJ’S WHOLESALE CLUB HOLDINGS, INC.
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-38559	 	45-2936287	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(IRS Employer
Identification No.)	

25 Research Drive, Westborough, MA	 	01581	
(Address of principal executive offices)	 	(Zip Code)	
(774) 512-7400
Registrant’s telephone number, including area code
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):
 
☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company  ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

Item 2.02	Results of Operations and Financial Condition.	
On November 20, 2018, BJ’s Wholesale Club Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter (thirteen weeks) and three quarters (thirty-nine weeks) of fiscal year 2018 ended November 3, 2018. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filings.
 
Item 9.01	Financial Statements and Exhibits.	
(d) Exhibits .

Exhibit
   No.   	  	Description	
		
99.1	  	Press release of BJ’s Wholesale Club Holdings, Inc. dated November 20 2018.	

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	BJ’S WHOLESALE CLUB HOLDINGS, INC.	
				
Date: November 20, 2018	 		 	By:	 	/s/ Robert W. Eddy	
	 		 	Name:	 	Robert W. Eddy	
	 		 	Title:	 	Executive Vice President, Chief Financial and
Administrative Officer	

Exhibit 99.1
BJ’s Wholesale Club Holdings, Inc. Announces Third Quarter Fiscal 2018 Results
BJ’s Reports Third Quarter Results and Increases Earnings Outlook for Fiscal 2018
 
 	•	 	Net sales for the quarter increased 4.3% to $3.2 billion	
 
 	•	 	Comparable club sales for the quarter excluding gasoline sales increased 1.9%	
 
 	•	 	Income from continuing operations of $54.6 million and third quarter Adjusted EBITDA of $148.6 million, a 5.3% increase over the third quarter of fiscal 2017	
 
 	•	 	Net Income of $54.4 million or $0.39 per diluted share. Adjusted Net Income of $53.8 million, or $0.39 per diluted share, an increase of 53.1% over the third quarter of fiscal 2017	
 
 	•	 	Increases earnings outlook for fiscal 2018	
Westborough, MA (November 20, 2018) – BJ’s Wholesale Club Holdings, Inc. (NYSE: BJ) today announced its financial results for the thirteen and thirty-nine weeks ended November 3, 2018.
“We’re pleased with our third quarter performance, which exceeded our expectations for sales and earnings,” said Christopher J. Baldwin, Chairman and Chief Executive Officer, BJ’s Wholesale Club. “We continue to execute against our strategic priorities and have now delivered 11 consecutive quarters of improved profitability and five quarters of positive comp sales. We are still in the very early stages of our transformation and have significant opportunities ahead. We are optimistic our approach will deliver benefits to our members, shareholders and team members over the long term.”
Key Measures for the Thirteen Weeks (Q3 FY18) and Thirty-Nine Weeks (YTD FY18) Ended November 3, 2018:
BJ'S WHOLESALE CLUB HOLDINGS, INC.
(Amounts in thousands, except per share amounts)

 	  	Q3
FY18	 	  	Q3
FY17	 	  	%
Growth	 	 	YTD
FY18	 	  	YTD
FY17	 	 	%
Growth	 	
Net sales	  	$	3,150,234	 	  	$	3,019,389	 	  	 	4.3	% 	 	$	9,380,640	 	  	$	9,006,022	 	 	 	4.2	% 	
Membership fee income	  	 	71,429	 	  	 	64,856	 	  	 	10.1	% 	 	 	209,825	 	  	 	192,578	 	 	 	9.0	% 	
	  	 	 	 	  	 	 	 	  	 	 	 	 	 	 	 	  	 	 	 	 	 	 	 	
Total revenues	  	$	3,221,663	 	  	$	3,084,245	 	  	 	4.5	% 	 	$	9,590,465	 	  	$	9,198,600	 	 	 	4.3	% 	
Operating income	  	 	90,327	 	  	 	80,540	 	  	 	12.2	% 	 	 	193,571	 	  	 	127,537	 	 	 	51.8	% 	
Income (loss) from continuing operations	  	 	54,568	 	  	 	22,873	 	  	 	138.6	% 	 	 	63,379	 	  	 	(16,099	) 	 	 	N/A	 	
Adjusted EBITDA (a)	  	 	148,618	 	  	 	141,084	 	  	 	5.3	% 	 	 	413,057	 	  	 	375,509	 	 	 	10.0	% 	
Net income (loss)	  	 	54,431	 	  	 	22,775	 	  	 	139.0	% 	 	 	62,954	 	  	 	(16,407	) 	 	 	N/A	 	
EPS (b)	  	 	0.39	 	  	 	0.25	 	  	 	56.0	% 	 	 	0.55	 	  	 	(0.18	) 	 	 	N/A	 	
Adjusted net income (c)	  	 	53,822	 	  	 	35,146	 	  	 	53.1	% 	 	 	125,029	 	  	 	73,093	 	 	 	71.1	% 	
Adjusted EPS (c)	  	 	0.39	 	  	 	0.25	 	  	 	56.0	% 	 	 	0.90	 	  	 	0.52	 	 	 	73.1	% 	
 
a)	See “Note Regarding Non-GAAP Financial Information” beginning on Page 8	
b)	EPS represents earnings per diluted share	
c)	See “Note Regarding Non-GAAP Financial Information” beginning on Page 8	
 
1

Additional Highlights:
 
 	•	 	Comparable club sales for the third quarter of fiscal 2018 increased 3.6% compared to the third quarter of fiscal 2017. Excluding the impact of gasoline sales, merchandise comparable sales increased 1.9% representing the fifth consecutive quarter of positive merchandise comparable sales. For the first nine months of fiscal 2018, comparable sales increased 4.1% compared to the first nine months of fiscal 2017. Excluding the impact of gasoline sales, merchandise comparable sales for the first nine months of fiscal 2018 increased 2.0%.	
 
 	•	 	Gross profit increased to $592.1 million in the third quarter of fiscal 2018 from $560.9 million in the third quarter of fiscal 2017 and increased to $1.73 billion from $1.62 billion the first nine months of fiscal 2017. Excluding the impact of gasoline sales, merchandise gross margin rate increased by approximately 60 basis points over the third quarter of fiscal 2017 and by approximately 80 basis points over the first nine months of fiscal 2017. The improvement was driven by continued progress in our category profitability improvement program.	
 
 	•	 	Selling, general and administrative expenses (“SG&A”) increased to $500.0 million in the third quarter of fiscal 2018 from $480.3 million in the third quarter of fiscal 2017 and to $1.53 billion from $1.49 billion in the first nine months of fiscal 2017. SG&A, excluding charges associated with stock-based compensation related to the Company’s initial public offering (“IPO”), IPO and secondary offering costs, club asset impairment charges, management fees and compensatory payments related to stock options, was $496.2 million in the third quarter of fiscal 2018, compared to $474.0 million in the third quarter of fiscal 2017 and $1.47 billion in the first nine months of fiscal 2018 up from $1.41 billion in the nine month comparable period of fiscal 2017. This increase in SG&A reflects continued investments in membership acquisition and talent to continue to drive the Company’s strategic priorities.	
 
 	•	 	Operating income increased to $90.3 million or 2.8% of total revenue compared to $80.5 million or 2.6% of total revenue in the third quarter of fiscal 2017. In the first nine months of fiscal 2018, operating income increased to $193.6 million from $127.5 million in the prior year period. Operating income excluding charges associated with stock-based compensation related to the Company’s initial public offering (“IPO”), IPO and secondary offering costs, club asset impairment charges, management fees and compensatory payments related to stock options was $93.7 million or 2.9% of total revenue, up from $86.8 million or 2.8% of total revenue in the third quarter of fiscal 2017 and increased to $252.9 million in the first nine months of fiscal 2018 from $211.6 million in the prior year period.	
 
 	•	 	Interest expense, net, decreased to $33.0 million in the third quarter of fiscal 2018 compared to $42.3 million in the third quarter of fiscal 2017 and decreased to $137.8 million in the first nine months of fiscal 2018 from $150.2 million in the first nine months of fiscal 2017. During the third quarter of fiscal 2018, the Company repriced its first lien term loan and ABL facility. Excluding the fees and write-off of deferred financing fees associated with the repricing, interest expense would have been $26.8 million for the third quarter of fiscal 2018. Excluding the expenses associated with the 2018 repricing, the expenses associated with the paydown of our second lien in the second quarter and interest expense incurred on our second lien prior to the paydown, interest expense would have been $88.0 million for the first nine months of fiscal 2018.	
 
 	•	 	Income tax expense was $2.7 million in the third quarter of fiscal 2018 compared to $15.3 million in the third quarter of fiscal 2017 and income tax benefit was $7.6 million in the first nine months of fiscal 2018 compared to a benefit of $6.6 million in the first nine months of fiscal 2017. Fiscal 2018 income tax expense benefited from the windfall tax benefit recorded in the second and third quarter.	
 
2

Recent Developments
 
 	•	 	On October 1, 2018, certain selling stockholders completed the registered sale of 32.2 million shares of the Company’s common stock at a public offering price of $26.00 per share. Of the 32.2 million shares sold, 4.2 million represented the underwriters’ exercise of their overallotment option. The Company did not receive any proceeds from this offering and incurred the costs associated with the sale, other than underwriting discounts and commissions.	
 
 	•	 	On November 1, 2018 the Company announced that Judy Werthauser, Executive Vice President, Chief People Officer, Domino’s Pizza, Inc., was appointed to the Company’s Board of Directors and that Christopher J. Stadler, a managing partner at CVC, stepped down from the Board.	
 
 	•	 	On November 13, 2018, the Company entered into a series of interest rate swap transactions that fix $1.2 billion or approximately 60% of its floating rate debt at a rate of 3.00%, effective February 13, 2019.	
Fiscal Year (FY) 2018 Outlook

Outlook
FY Ending February 2, 2019	
Amounts in millions, except for per share amounts. Net Sales is in billions	  	Current Outlook
FY 2018	  	Prior Outlook
FY 2018	
Net Sales	  	$12.65 - $12.75	  	$12.6 - $12.7		
Merchandise Comparable Store Sales (a)	  	1.9% - 2.1%	  	1.8% - 2.1%		
Income from Continuing Operations	  	$109 - $116	  	$102 - $112		
Adjusted EBITDA	  	$558 - $565	  	$553 - $563		
Interest expense (b)	  	$114 - $117	  	$115 - $118		
Tax Rate (c)	  	27%	  	27%		
Net Income	  	$108 - $114	  	$101 - $111		
Adjusted Net Income	  	$170 - $176	  	$163 - $173		
EPS (d)	  	$0.89 - $0.94	  	$0.83 - $0.91		
Adjusted EPS (d)	  	$1.22 - $1.26	  	$1.17 - $1.24		
Capital Expenditures	  	$160 - $170	  	$160 - $170		
 
a)	Merchandise comparable store sales excludes gasoline	
b)	Interest expense includes the anticipated benefit of the 2018 repricing transactions and excludes the expenses associated with the 2018 repricing, the expenses associated with the paydown of our second lien in the second quarter and interest expense incurred on our second lien prior to the paydown	
c)	Tax rate excludes any benefit from future windfall stock benefits	
d)	Per share metrics are based on estimated diluted weighted average shares outstanding of approximately 121.0 million and adjusted diluted weighted average shares outstanding of approximately 139.9 million, respectively.	
Conference Call Details
A conference call to discuss the third quarter fiscal 2018 financial results is scheduled for today, November 20, 2018, at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial 877-274-0290 (international callers please dial 647-689-5405) approximately 10 minutes prior to the start of the call. A live audio webcast of the conference call will be available online at https://investors.bjs.com .
A recorded replay of the conference call will be available within two hours of the conclusion of the call and can be accessed both online at https://investors.bjs.com and by dialing 416-621-4642 and entering the access code 7493058. The recorded replay will be available until November 27, 2018 and an online archive of the webcast will be available for one year.
 
3

About BJ’s Wholesale Club Holdings, Inc.
Headquartered in Westborough, Massachusetts, BJ’s Wholesale Club Holdings, Inc. and its wholly owned subsidiaries, is a leading operator of membership warehouse clubs in the Eastern United States. The company currently operates 216 clubs and 136 BJ’s Gas ® locations in 16 states.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this press release that do not relate to matters of historical fact should be considered forward-looking statements, including, without limitation, statements regarding our strategic priorities; our anticipated fiscal 2018 outlook; and our future progress, as well as statements that include the words “expect,” “intend,” “plan,” “believe,” “project,” “forecast,” “estimate,” “may,” “should,” “anticipate” and similar statements of a future or forward-looking nature. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: uncertainties in the financial markets, consumer and small business spending patterns and debt levels; our dependence on having a large and loyal membership; domestic and international economic conditions, including exchange rates; our ability to procure the merchandise we sell at the best possible prices; the effects of competition and regulation; our dependence on vendors to supply us with quality merchandise at the right time and at the right price; breaches of security or privacy of member or business information; conditions affecting the acquisition, development, ownership or use of real estate; our capital spending; actions of vendors; our ability to attract and retain a qualified management team and other team members; costs associated with employees (generally including health care costs), energy and certain commodities, geopolitical conditions (including tariffs); changes in our product mix or in our revenues from gasoline sales; our failure to successfully maintain a relevant omnichannel experience for our members; risks related to our growth strategy to open new clubs; risks related to our e-commerce business; and other important factors discussed under the caption “Risk Factors” in our final prospectus under Rule 424(b) filed with the U.S. Securities and Exchange Commission (“SEC”) on September 27, 2018 in connection with the selling stockholders’ offering, as such factors may be updated from time to time in our other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov. These and other important factors could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While we may elect to update such forward-looking statements at some point in the future, unless required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Thus, one should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any date subsequent to the date of this press release.
Non-GAAP Financial Measures
We refer to certain financial measures that are not recognized under U.S. generally accepted accounting principles (“GAAP”). Please see “Note Regarding Non-GAAP Financial Information and “Reconciliation of GAAP to Non-GAAP Financial Information” below for additional information and a reconciliation of the non-GAAP financial measures to the most comparable GAAP financial measures.
 
4

BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts in thousands, except per share amounts)
(Unaudited)

 	  	13 Weeks Ended
November 3, 2018	 	 	13 Weeks Ended
October 28, 2017	 	 	39 Weeks Ended
November 3, 2018	 	 	39 Weeks Ended
October 28, 2017	 	
Net sales	  	$	3,150,234	 	 	$	3,019,389	 	 	$	9,380,640	 	 	$	9,006,022	 	
Membership fee income	  	 	71,429	 	 	 	64,856	 	 	 	209,825	 	 	 	192,578	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenues	  	 	3,221,663	 	 	 	3,084,245	 	 	 	9,590,465	 	 	 	9,198,600	 	
Cost of sales	  	 	2,629,575	 	 	 	2,523,297	 	 	 	7,858,515	 	 	 	7,578,790	 	
Selling, general and administrative expenses	  	 	499,554	 	 	 	480,285	 	 	 	1,534,314	 	 	 	1,490,117	 	
Preopening expense	  	 	2,207	 	 	 	123	 	 	 	4,065	 	 	 	2,156	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income	  	 	90,327	 	 	 	80,540	 	 	 	193,571	 	 	 	127,537	 	
Interest expense, net	  	 	33,029	 	 	 	42,321	 	 	 	137,787	 	 	 	150,211	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations before income taxes	  	 	57,298	 	 	 	38,219	 	 	 	55,784	 	 	 	(22,674	) 	
Provision (benefit) for income taxes	  	 	2,730	 	 	 	15,346	 	 	 	(7,595	) 	 	 	(6,575	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) from continuing operations	  	 	54,568	 	 	 	22,873	 	 	 	63,379	 	 	 	(16,099	) 	
Loss from discontinued operations, net of income taxes	  	 	(137	) 	 	 	(98	) 	 	 	(425	) 	 	 	(308	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	$	54,431	 	 	$	22,775	 	 	$	62,954	 	 	$	(16,407	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per share attributable to common stockholders—basic:	  				 				 				 				
Income (loss) from continuing operations	  	$	0.40	 	 	$	0.26	 	 	$	0.58	 	 	$	(0.18	) 	
Loss from discontinued operations	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	$	0.40	 	 	$	0.26	 	 	$	0.58	 	 	$	(0.18	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Income (loss) per share attributable to common stockholders—diluted:	  				 				 				 				
Income (loss) from continuing operations	  	$	0.39	 	 	$	0.25	 	 	$	0.55	 	 	$	(0.18	) 	
Loss from discontinued operations	  	 	—  	 	 	 	—  	 	 	 	—  	 	 	 	—  	 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income	  	$	0.39	 	 	$	0.25	 	 	$	0.55	 	 	$	(0.18	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of common shares outstanding:	  				 				 				 				
Basic	  	 	135,010	 	 	 	88,442	 	 	 	110,159	 	 	 	88,363	 	
Diluted	  	 	139,360	 	 	 	92,285	 	 	 	114,941	 	 	 	88,363	 	
 
5

BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)

 	  	November 3, 2018	 	 	October 28, 2017	 	
ASSETS	  				 				
Current assets:	  				 				
Cash and cash equivalents	  	$	31,502	 	 	$	31,745	 	
Accounts receivable, net	  	 	179,091	 	 	 	179,776	 	
Merchandise inventories	  	 	1,245,110	 	 	 	1,183,562	 	
Prepaid expenses and other current assets	  	 	78,179	 	 	 	35,534	 	
Prepaid federal and state income taxes	  	 	26,079	 	 	 	4,043	 	
	  	 	 	 	 	 	 	 	
Total current assets	  	 	1,559,961	 	 	 	1,434,660	 	
Property and equipment, net	  	 	745,889	 	 	 	744,763	 	
Goodwill	  	 	924,134	 	 	 	924,134	 	
Intangibles, net	  	 	206,706	 	 	 	231,736	 	
Other assets	  	 	28,265	 	 	 	30,911	 	
	  	 	 	 	 	 	 	 	
Total assets	  	$	3,464,955	 	 	$	3,366,204	 	
	  	 	 	 	 	 	 	 	
LIABILITIES	  				 				
Current liabilities:	  				 				
Current portion of long-term debt	  	$	389,377	 	 	$	231,250	 	
Accounts payable	  	 	976,518	 	 	 	891,134	 	
Accrued expenses and other current liabilities	  	 	485,786	 	 	 	445,975	 	
Closed store obligations due within one year	  	 	2,126	 	 	 	2,013	 	
	  	 	 	 	 	 	 	 	
Total current liabilities	  	 	1,853,807	 	 	 	1,570,372	 	
Long-term debt	  	 	1,549,406	 	 	 	2,529,380	 	
Noncurrent closed store obligations	  	 	5,344	 	 	 	5,044	 	
Deferred income taxes	  	 	51,810	 	 	 	77,142	 	
Other noncurrent liabilities	  	 	261,206	 	 	 	267,351	 	
STOCKHOLDERS’ DEFICIT	  	 	(256,618	) 	 	 	(1,092,060	) 	
	  	 	 	 	 	 	 	 	
Total liabilities and stockholders’ deficit	  	$	3,464,955	 	 	$	3,366,204	 	

6

BJ’S WHOLESALE CLUB HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)

 	  	39 Weeks Ended
November 3, 2018	 	 	39 Weeks Ended
October 28, 2017	 	
CASH FLOWS FROM OPERATING ACTIVITIES	  				 				
Net income (loss)	  	$	62,954	 	 	$	(16,407	) 	
Adjustments to reconcile net income to net cash provided by operating activities:	  				 				
Charges for discontinued operations	  	 	590	 	 	 	523	 	
Depreciation and amortization	  	 	122,434	 	 	 	123,404	 	
Amortization of debt issuance costs and accretion of original issues discount	  	 	5,233	 	 	 	6,347	 	
Debt extinguishment and refinancing charges	  	 	23,602	 	 	 	9,788	 	
Impairment charges for assets held for sale	  	 	3,962	 	 	 	—  	 	
Other non cash items, net	  	 	18,714	 	 	 	(1,334	) 	
Stock-based compensation expense	  	 	54,746	 	 	 	7,649	 	
Deferred income tax provision	  	 	(2,729	) 	 	 	(15,758	) 	
Changes in operating assets and liabilities:	  				 				
Accounts receivable	  	 	11,233	 	 	 	(13,527	) 	
Merchandise inventories	  	 	(225,972	) 	 	 	(151,718	) 	
Accounts payable	  	 	202,630	 	 	 	168,042	 	
Accrued expenses	  	 	9,355	 	 	 	(14,480	) 	
Accrued income taxes	  	 	(33,773	) 	 	 	(3,810	) 	
Other operating assets and liabilities, net	  	 	(2,086	) 	 	 	1,640	 	
	  	 	 	 	 	 	 	 	
Net cash provided by operating activities	  	$	250,893	 	 	$	100,359	 	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM INVESTING ACTIVITIES	  				 				
Additions to property and equipment, net of disposals	  	$	(103,340	) 	 	$	(86,122	) 	
	  	 	 	 	 	 	 	 	
Net cash used in investing activities	  	$	(103,340	) 	 	$	(86,122	) 	
	  	 	 	 	 	 	 	 	
CASH FLOWS FROM FINANCING ACTIVITIES	  				 				
Proceeds from long term debt	  	$	—  	 	 	$	547,544	 	
Principal payments on long term debt	  	 	(30,546	) 	 	 	(9,625	) 	
Extinguishment of First and Second Lien Term Loan	  	 	(977,410	) 	 	 	—  	 	
Net proceeds from ABL facility	  	 	207,000	 	 	 	207,000	 	
Debt issuance costs paid	  	 	(982	) 	 	 	(24,635	) 	
Dividends paid	  	 	—  	 	 	 	(735,492	) 	
Net cash received (paid) from stock option exercises	  	 	(15,277	) 	 	 	741	 	
Acquistion of treasury stock	  	 	(19,149	) 	 	 	—  	 	
Proceeds from Initial Public Offering, net of underwriters discount and commission	  	 	690,970	 	 	 	—  	 	
Payment of Initial Public Offering costs	  	 	(5,081	) 	 	 	—  	 	
Other financing activities	  	 	(530	) 	 	 	11	 	
	  	 	 	 	 	 	 	 	
Net cash used in financing activities	  	$	(151,005	) 	 	$	(14,456	) 	
	  	 	 	 	 	 	 	 	
Net decrease in cash and cash equivalents	  	$	(3,452	) 	 	$	(219	) 	
Cash and cash equivalents at beginning of period	  	 	34,954	 	 	 	31,964	 	
	  	 	 	 	 	 	 	 	
Cash and cash equivalents at end of period	  	$	31,502	 	 	$	31,745	 	

7

Note Regarding Non-GAAP Financial Information
This press release includes financial measures that are not calculated in accordance with GAAP, including adjusted net income, adjusted net income per diluted share, and adjusted EBITDA.
We define adjusted net income (loss) as net income (loss) attributable to common stockholders adjusted for: stock-based compensation related to the IPO; offering costs; management fees; charges incurred in the 2017 dividend recapitalization; compensatory payments related to options; club asset impairment; charges related to extinguishing the second lien term loan; interest and amortization on the second lien term loan; charges and write-off fees related to the 2018 debt refinancings; the windfall tax benefit from stock exercises; and the tax impact of the foregoing adjustments on net income (loss).
We define adjusted net income per diluted share as adjusted net income divided by the diluted shares outstanding on the last day of the latest period presented.
We define adjusted EBITDA as income (loss) from continuing operations before interest expense, net, provision (benefit) for income taxes and depreciation and amortization, adjusted for the impact of certain other items, including: compensatory payments related to options; stock-based compensation expense; preopening expenses; management fees; noncash rent; strategic consulting, severance; offering costs; and other adjustments.
We present adjusted net income, adjusted net income per diluted share and adjusted EBITDA, which are not recognized financial measures under GAAP, because we believe it assists investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance.
Management believes that adjusted net income, adjusted net income per diluted share and adjusted EBITDA are helpful in highlighting trends in our core operating performance compared to other measures, which can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which companies operate and capital investments. We use adjusted net income, adjusted net income per diluted share and adjusted EBITDA to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies; to make budgeting decisions; and to compare our performance against that of other peer companies using similar measures. We also use adjusted EBITDA in connection with establishing discretionary annual incentive compensation.
You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating adjusted net income, adjusted net income per diluted share and adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or like some of the adjustments in our presentation of these metrics. Our presentation of adjusted net income, adjusted net income per diluted share and adjusted EBITDA should not be considered as alternatives any other performance measure derived in accordance with GAAP and they should not be construed as an inference that the Company’s future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of adjusted net income, adjusted net income per diluted share, or adjusted EBITDA in the future, and any such modification may be material. In addition, adjusted net income, adjusted net income per diluted share, or adjusted EBITDA may not be comparable to similarly titled measures used by other companies in our industry or across different industries. Additionally, adjusted net income, adjusted net income per diluted share and adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under GAAP.
 
8

Reconciliation of GAAP to Non-GAAP Financial Information
BJ’S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation of net income (loss) to adjusted net income and adjusted net income per diluted share
(Amounts in thousands, except per share amounts)
(Unaudited)

 	  	Thirteen Weeks Ended	 	  	Thirty-Nine Weeks Ended	 	
 	  	November 3, 2018	 	  	October 28, 2017	 	  	November 3, 2018	 	  	October 28, 2017	 	
Net income (loss) as reported	  	$	54,431	 	  	$	22,775	 	  	$	62,954	 	  	$	(16,407	) 	
Adjustments:	  				  				  				  				
Stock-based compensation related to IPO (a)	  	 	—  	 	  	 	—  	 	  	 	48,927	 	  	 	—  	 	
Offering costs (b)	  	 	2,382	 	  	 	—  	 	  	 	3,143	 	  	 	—  	 	
Management fees (c)	  	 	—  	 	  	 	2,005	 	  	 	3,333	 	  	 	6,073	 	
Charges incurred in the 2017 dividend recapitalization (d)	  	 	—  	 	  	 	—  	 	  	 	—  	 	  	 	22,110	 	
Compensatory payments related to options (e)	  	 	—  	 	  	 	4,253	 	  	 	—  	 	  	 	77,953	 	
Club asset impairment (f)	  	 	962	 	  	 	—  	 	  	 	3,962	 	  	 	—  	 	
Charges related to extinguishing Second Lien Term Loan (g)	  	 	—  	 	  	 	—  	 	  	 	19,159	 	  	 	—  	 	
Interest and amortization on Second Lien Term Loan (h)	  	 	—  	 	  	 	14,190	 	  	 	24,341	 	  	 	41,798	 	
Charges and write-offs related to the 2018 debt refinancings (i)	  	 	6,240	 	  	 	—  	 	  	 	6,240	 	  	 	—  	 	
Windfall tax benefit from stock exercises (j)	  	 	(7,586	) 	  	 	—  	 	  	 	(17,353	) 	  	 	—  	 	
Tax impact of adjustments to net income (loss) (k)	  	 	(2,607	) 	  	 	(8,077	) 	  	 	(29,677	) 	  	 	(58,434	) 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Adjusted net income	  	$	53,822	 	  	$	35,146	 	  	$	125,029	 	  	$	73,093	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Weighted average fully diluted shares outstanding	  	 	139,360	 	  	 	92,285	 	  	 	114,941	 	  	 	88,363	 	
Fully diluted shares outstanding at November 3, 2018	  	 	139,360	 	  	 	139,360	 	  	 	139,360	 	  	 	139,360	 	
Adjusted net income per diluted share (l)	  	$	0.39	 	  	$	0.25	 	  	$	0.90	 	  	$	0.52	 	
 
(a)	Represents one-time stock-based compensation expense for certain restricted stock and stock option awards issued in connection with our IPO.	
(b)	Represents one-time costs related to our IPO and secondary offering.	
(c)	Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.	
(d)	Represents the write-off of certain deferred financing charges and other amounts in connection with the 2017 dividend recapitalization.	
(e)	Represents payments to holders of our stock options made pursuant to antidilutive provisions in connection with dividends paid to our shareholders.	
(f)	Represents the impairment charges related to a club relocated in 2018.	
(g)	Represents the write-off of certain deferred financing charges and a prepayment penalty associated with the payoff of our second lien term loan.	
(h)	Represents the historical interest expense associated with the second lien term loan that was paid in full with proceeds from our IPO.	
(i)	Represents fees and the write-off of deferred fees associated with the repricing of the Company’s first lien term loan and ABL facility.	
(j)	Represents the windfall tax benefit to the Company due to the exercise of stock options in connection with the secondary offering and of certain stock options by former employees of the Company.	
(k)	Represents the tax effect of the above adjustments at an effective tax rate of approximately 27%, as applicable.	
(l)	Adjusted net income per diluted share is measured using the fully diluted shares outstanding at November 3, 2018 of 139.4 million shares for all periods presented.	
 
9

BJ’S WHOLESALE CLUB HOLDINGS, INC.
RECONCILIATION OF ADJUSTED EBITDA
(Amounts in thousands)
(Unaudited)

 	  	Thirteen Weeks Ended	 	  	Thirty-Nine Weeks Ended	 	
 	  	November 3, 2018	 	  	October 28, 2017	 	  	November 3, 2018	 	  	October 28, 2017	 	
Income (loss) from continuning operations	  	$	54,568	 	  	$	22,873	 	  	$	63,379	 	  	$	(16,099	) 	
Interest expense, net	  	 	33,029	 	  	 	42,321	 	  	 	137,787	 	  	 	150,211	 	
Provision (benefit) for income taxes	  	 	2,730	 	  	 	15,346	 	  	 	(7,595	) 	  	 	(6,575	) 	
Depreciation and amortization	  	 	39,936	 	  	 	41,117	 	  	 	122,434	 	  	 	123,404	 	
Compensatory payments related to options (a)	  	 	—  	 	  	 	4,253	 	  	 	—  	 	  	 	77,953	 	
Stock-based compensation expense (b)	  	 	2,620	 	  	 	1,909	 	  	 	55,984	 	  	 	7,649	 	
Preopening expenses (c)	  	 	2,207	 	  	 	123	 	  	 	4,065	 	  	 	2,156	 	
Management fees (d)	  	 	—  	 	  	 	2,005	 	  	 	3,335	 	  	 	6,073	 	
Noncash rent (e )	  	 	1,150	 	  	 	1,384	 	  	 	3,591	 	  	 	4,381	 	
Strategic consulting (f)	  	 	9,321	 	  	 	7,448	 	  	 	22,569	 	  	 	24,402	 	
Severance (g)	  	 	—  	 	  	 	—  	 	  	 	960	 	  	 	—  	 	
Offering costs (h)	  	 	2,382	 	  	 	—  	 	  	 	3,143	 	  	 	—  	 	
Other adjustments (i)	  	 	675	 	  	 	2,305	 	  	 	3,405	 	  	 	1,954	 	
	  	 	 	 	  	 	 	 	  	 	 	 	  	 	 	 	
Adjusted EBITDA	  	$	148,618	 	  	$	141,084	 	  	$	413,057	 	  	$	375,509	 	

(a)	Represents payments to holders of our stock options made pursuant to antidilutive provisions in connection with dividends paid to our shareholders.	
(b)	Represents total stock-based compensation expense and includes one-time expense related to certain restricted stock and stock option awards issued in connection with our IPO.	
(c)	Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.	
(d)	Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.	
(e)	Consists of an adjustment to remove the non-cash portion of rent expense, which has been recorded on a straight-line basis in accordance with GAAP.	
(f)	Represents fees paid to external consultants for strategic initiatives of limited duration.	
(g)	Represents termination costs to a former executive.	
(h)	Represents one-time costs related to our IPO and secondary offering.	
(i)	Other non-cash items, including amortization of a deferred gain from sale lease back transactions in 2013, non-cash accretion on asset retirement obligations, obligations associated with our post-retirement medical plan and impairment charges related to a club that was relocated in 2018.	
 
10

BJ’S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
Fiscal Year 2018 Outlook for Adjusted Net Income and Adjusted Earnings per Share—Diluted
(Amounts in millions, except per share amounts)
(Unaudited)

 	  	Fiscal Year 2018 Outlook	 	
 	  	Low End	 	  	High End	 	
Net income	  	$	108	 	  	$	114	 	
Adjustments:	  				  				
Stock-based compensation related to IPO (a)	  	 	49	 	  	 	49	 	
Offering costs (b)	  	 	3	 	  	 	3	 	
Management fees (c)	  	 	3	 	  	 	3	 	
Club asset impairment (d)	  	 	4	 	  	 	4	 	
Charges related to extinguishing Second Lien Term Loan (e)	  	 	19	 	  	 	19	 	
Interest and amortization on Second Lien Term Loan (f)	  	 	24	 	  	 	24	 	
Charges and write-offs related to the 2018 debt refinancings (g)	  	 	6	 	  	 	6	 	
Windfall tax benefit from stock exercises (h)	  	 	(17	) 	  	 	(17	) 	
Tax impact of adjustments to net income (loss) (i)	  	 	(30	) 	  	 	(30	) 	
	  	 	 	 	  	 	 	 	
Adjusted net income	  	$	170	 	  	$	176	 	
	  	 	 	 	  	 	 	 	
Estimated fully diluted shares outstanding	  	 	140	 	  	 	140	 	
Adjusted earrnings per share	  	$	1.22	 	  	$	1.26	 	
 
(a)	Represents stock-based compensation expense for certain restricted stock and stock option awards issued in connection with our IPO.	
(b)	Represents one-time costs related to our IPO and secondary offering.	
(c)	Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.	
(d)	Represents the impairment charges related to a club relocated in 2018	
(e)	Represents the write-off of certain deferred financing charges and a prepayment penalty associated with the payoff of our second lien term loan.	
(f)	Represents the historical interest expense associated with the second lien term loan that was paid in full with proceeds from our IPO.	
(g)	Represents fees and write-off of deferred fees associated with the repricing of the Company’s first lien term loan and ABL facility.	
(h)	Represents the windfall tax benefit to the Company due to the exercise of stock options in connection with the secondary offering and certain stock options by former employees of the Company.	
(i)	Represents the tax effect of the above adjustments at an effective tax rate of approximately 27%, as applicable.	
 
11

BJ’S WHOLESALE CLUB HOLDINGS, INC.
Reconciliation of GAAP to Non-GAAP Financial Measures
Fiscal Year 2018 Outlook for Adjusted EBITDA
(Amounts in millions)
(Unaudited)

 	  	Fiscal Year 2018 Outlook	 	
 	  	Low	 	  	High	 	
Income (loss) from continuning operations	  	$	109	 	  	$	116	 	
Interest expense, net	  	 	165	 	  	 	165	 	
Provision (benefit) for income taxes	  	 	11	 	  	 	11	 	
Depreciation and amortization	  	 	163	 	  	 	163	 	
Compensatory payments related to options (a)	  	 	2	 	  	 	2	 	
Stock-based compensation expense (b)	  	 	57	 	  	 	57	 	
Preopening expenses (c)	  	 	5	 	  	 	5	 	
Management fees (d)	  	 	3	 	  	 	3	 	
Noncash rent (e )	  	 	5	 	  	 	5	 	
Strategic consulting (f)	  	 	29	 	  	 	29	 	
Severance (g)	  	 	1	 	  	 	1	 	
Offering costs (h)	  	 	3	 	  	 	3	 	
Other adjustments (i)	  	 	3	 	  	 	3	 	
	  	 	 	 	  	 	 	 	
Adjusted EBITDA	  	$	558	 	  	$	565	 	

(a)	Represents payments to holders of our stock options made pursuant to antidilutive provisions in connection with dividends paid to our Sponsors.	
(b)	Represents non-cash-based compensation expense and includes expense related to certain restricted stock and stock option awards issued in connection with our IPO	
(c)	Represents direct incremental costs of opening or relocating a facility that are charged to operations as incurred.	
(d)	Represents management fees paid to our sponsors (or advisory affiliates thereof) in accordance with our management services agreement, which terminated upon closing of the IPO.	
(e)	Consists of an adjustment to remove the non-cash portion of rent expense, which has been recorded on a straight-line basis in accordance with GAAP.	
(f)	Represents fees paid to external consultants for strategic initiatives of limited duration.	
(g)	Represents termination costs to a former executive.	
(h)	Represents one-time costs related to our IPO and secondary offering.	
(i)	Other non-cash items, including amortization of a deferred gain from sale lease back transactions in 2013, non-cash accretion on asset retirement obligations, obligations associated with our post-retirement medical plan and impairment charges related to a club that was relocated in 2018.	
Investor Contact:
Faten Freiha, BJ’s Wholesale Club
(774) 512-6320
ffreiha@bjs.com
Media Contact:
Kirk Saville, BJ’s Wholesale Club
(774) 512-7425
ksaville@bjs.com
 
12