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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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For the fiscal year ended February 3, 2024

OR

For the transition period from __________ to __________

Commission file number: 001-37501

(Exact name of registrant as specified in its charter)

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(717) 657-2300

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Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:  None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒   No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐   No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 28, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter), based on the closing sale price per share as reported by the NASDAQ Stock Market LLC on such date, was approximately $4.4 billion. For purposes of this calculation only, the registrant has excluded all shares held in the treasury or that may be deemed to be beneficially owned by executive officers and directors of the registrant. By doing so, the registrant does not concede that such persons are affiliates for purposes of federal securities laws.

The number of outstanding shares of the registrant’s common stock, $0.001 par value, as of March 22, 2024 was 61,366,747.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for the 2024 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed pursuant to Regulation 14A within 120 days after the end of the 2023 fiscal year, are incorporated by reference into Part III of this Form 10-K.

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		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	32
Item 1C.	Cybersecurity	32
Item 2.	Properties	35
Item 3.	Legal Proceedings	35
Item 4.	Mine Safety Disclosures	35
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	36
Item 6.	[Reserved]	38
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	51
Item 8.	Financial Statements and Supplementary Data	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	78
Item 9A.	Controls and Procedures	78
Item 9B.	Other Information	80
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	80
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	80
Item 11.	Executive Compensation	80
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	80
Item 13.	Certain Relationships and Related Transactions, and Director Independence	80
Item 14.	Principal Accountant Fees and Services	80
PART IV
Item 15.	Exhibits and Financial Statement Schedules	81
Item 16.	Form 10-K Summary	84

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our failure to adequately procure and manage our inventory, anticipate consumer demand, or achieve favorable product margins;

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changes in consumer confidence and spending;

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risks associated with our status as a “brick and mortar only” retailer;

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risks associated with intense competition;

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our failure to open new profitable stores, or successfully enter new markets, on a timely basis or at all;

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fluctuations in comparable store sales and results of operations, including on a quarterly basis;

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factors such as inflation, cost increases and energy prices;

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the risks associated with doing business with international manufacturers and suppliers including, but not limited to, potential increases in tariffs on imported goods;

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our inability to operate our stores due to civil unrest and related protests or disturbances;

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our failure to properly hire and to retain key personnel and other qualified personnel;

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changes in market levels of wages;

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risks associated with cybersecurity events, and the timely and effective deployment, protection, and defense of computer networks and other electronic systems, including e-mail;

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our inability to obtain favorable lease terms for our properties;

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the failure to timely acquire, develop, open and operate, or the loss of, disruption or interruption in the operations of, any of our centralized distribution centers;

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risks associated with our lack of operations in the growing online retail marketplace;

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risks associated with litigation, the expense of defense, and potential for adverse outcomes;

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our inability to successfully develop or implement our marketing, advertising and promotional efforts;

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the seasonal nature of our business;

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risks associated with natural disasters, whether or not caused by climate change;

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outbreak of viruses, global health epidemics, pandemics, or widespread illness;

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changes in government regulations, procedures and requirements; and

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our ability to service indebtedness and to comply with our financial covenants.

Item 1.

Business.

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Our store base expanded from 345 stores to 512 stores, a compound annual growth rate, or CAGR, of 10.4% and we entered five new states;

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Comparable store sales grew at an average rate of 1.0% per year; and

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Net sales increased from $1.408 billion to $2.103 billion, a CAGR of 10.5%.

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Housewares: cooking utensils, dishes, appliances, plastic containers, cutlery, storage and garbage bags, detergents and cleaning supplies, cookware and glassware, candles, hardware, frames, and giftware;

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Bed and bath: household goods including bedding, towels, curtains, and associated hardware;

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Food: packaged food including coffee, bottled non-carbonated beverages, salty snacks, candy, condiments, sauces, spices, dry pasta, canned goods, cereal, and cookies;

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Floor coverings: laminate flooring, commercial and residential carpeting, area rugs, and floor mats;

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Books and stationery: novels, children’s, how-to, business, cooking, inspirational and coffee table books, greeting cards and various office supplies, and party goods;

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Electronics: home electronics, cellular accessories, and as seen on television;

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Toys: dolls, action figures, puzzles, educational toys, board games, and other related items;

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Health and beauty aids: personal care, hair care, oral care, health and wellness, over-the-counter medicine, first aid, sun care, and personal grooming;

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Seasonal: summer furniture, air conditioners, fans and space heaters, and lawn & garden; and

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Other: clothing, sporting goods, pet products, luggage, and automotive.

		Percentage of Net Sales
		2023				2022				2021
Consumables			23.8	%			21.6	%			19.8	%
Home			35.7	%			38.3	%			39.8	%
Seasonal			18.7	%			17.8	%			18.1	%
Other			21.8	%			22.3	%			22.3	%
Total			100.0	%			100.0	%			100.0	%

		2023				2022				2021
Stores open at beginning of year			468				431				388
Stores opened			45				40				46
Stores closed			(1	)			(3	)			(3	)
Stores open at end of year			512				468				431

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Print and direct mail: During 2023, we distributed over 650 million highly recognizable flyers. Our flyers are typically distributed semi-monthly, for a total of 22 times per year, with increased frequency in peak shopping periods, and serve as the foundation of our marketing strategy to remain top of mind with our shoppers. They highlight current deals to create shopping urgency and drive traffic and increase frequency of store visits;

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Television and radio: We selectively utilize creative television/over the top television (“OTT”) and radio advertising campaigns in targeted markets throughout the year, to create brand awareness and support new store openings;

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Charity and community events: We are dedicated to maintaining a visible presence in the communities in which our stores are located through the sponsorship of charitable organizations such as Feeding America, Toys for Tots, Children’s Miracle Network, and the Cal Ripken, Sr. Foundation. We believe supporting these organizations promotes our brand, underscores our values and builds a sense of community; and

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Digital marketing and social media: We maintain an active online presence and promote our brand through our website, our mobile app, and digital and social media platforms, including influencers across TikTok, Instagram, YouTube and Facebook. We also utilize targeted email marketing to highlight our latest brand name offerings and drive traffic to our stores.

ITEM 1A.

RISK FACTORS

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We may not be able to execute our opportunistic buying strategy;

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Fluctuations in comparable store sales and results of operations, including fluctuations on a quarterly basis, could cause our business performance to decline substantially, as comparable store sales and results of operations have fluctuated in the past and may do so again in the future;

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Consumer confidence and spending may be reduced in light of factors beyond our control and our results of operations and financial results may suffer;

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Competition may increase in our segment of the retail market, which could put negative pressure on our results of operations and financial condition;

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Identification of potential store locations and lease negotiations may not keep pace with our growth strategy;

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We are a “brick and mortar only” retailer.  Our lack of an online shopping option and an omnichannel customer experience may mean that we could face challenges to grow and retain customers.  Our customers, including our Ollie’s Army loyalty program members, may determine to shop at other stores or through web- and mobile-enabled services and therefore may not be as likely to shop at our stores;

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We may not be able to develop and operate our distribution centers in an efficient or effective manner and that may result in not having sufficient inventory in our stores.

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The loss or disruption of one or more of our distribution centers or disruption of our supply chain or third-party shipping carriers could also make it difficult for us to timely receive or distribute merchandise to our stores;

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External economic pressures over which we have no or limited control, including among other items inflation, a significant decline in economic activity across the economy, occupancy costs, and transportation costs may reduce our profitability;

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Shrinkage or the loss or theft of inventory and/or inventory management may result in material negative impacts on our results of operations;

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We may not be able to hire and retain the right people to run our stores and our distribution centers.  We also may not be able to hire and retain managerial personnel, the appropriate merchant team for our retail segment, and the senior management team and executive officers sufficient to meet our goals.  As a consequence, our results of operations and financial results may suffer; and

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We are subject to governmental laws, regulations, procedures, and requirements that can lead to substantial penalties if we fail to achieve and/or maintain compliance;

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We are subject to risks associated with laws and regulations generally applicable to retailers and the risks associated with failing to comply with these laws and regulations;

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From time to time, we are involved in legal proceedings from customers, suppliers, other vendors, employees, governments and governmental agencies, or competitors;

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From time to time, we are involved in legal proceedings from stockholders; and

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Legislative, regulatory and other actions resulting from the November 2024 elections for the U.S. President and the U.S. Congress are unpredictable and could have unforeseen consequences that could materially, adversely affect our business, financial position, results of operations, and cash flows.  Without limiting the generality of the foregoing statement, certain proposals regarding federal corporate tax reform and border-adjusted taxes, taxes levied on imported goods, may result in a material adverse effect on our financial position, results of operations, and cash flows.

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We may fail to maintain the security of information we hold relating to personal information or payment card data of our customers, employees, and suppliers;

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We may not adequately prepare for, or respond to, existing and future privacy legislation; and

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We may not be able to timely or adequately maintain or upgrade our technology systems needed for operations.

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If our estimates or judgments relating to significant accounting policies prove to be incorrect, we could suffer negative financial results; and

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Changes to the accounting rules or regulations could have material adverse effects on our results of operations.

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There is risk associated with our fluctuating quarterly operating results and we may fall short of prior periods, our projections, or the expectations of securities analysts or investors;

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We may not declare dividends on our common stock in the foreseeable future; and

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There are provisions in our organizational documents that could delay or prevent a change of control.

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Our credit facility can limit our ability to find other sources of financing;

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There are covenants contained in our credit facility that we must meet in order to be able to use it;

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If we are unable to generate sufficient cash flow to meet debt service, it could negatively impact our liquidity; and

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We cannot guarantee that our share repurchase program will be fully consummated or that it will enhance long-term stockholder value.

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national and regional economic trends in the United States;

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changes in gasoline prices;

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changes in shipping and transportation costs;

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changes in our merchandise mix;

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the weather;

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changes in pricing;

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changes in the timing of promotional and advertising efforts; and

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holidays or seasonal periods.

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energy and gasoline prices;

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shipping and transportation costs;

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disposable income of our customers, which is impacted by unemployment levels, personal debt levels, and wages;

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interest rates and inflation;

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discounts, promotions, and merchandise offered by our competitors;

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negative reports and publicity about the discount retail industry;

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outbreak of viruses or widespread illness, and behavioral changes from a fear of contracting such viruses or illness;

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general economic and industry conditions;

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food prices;

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the state of the housing market;

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customer confidence in future economic conditions;

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fluctuations in the financial markets;

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government sponsored relief packages and governmental benefits, such as social security benefits, as affected by current cost of living adjustments, as well as any government stimulus payments and enhanced unemployment benefits;

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tax rates and policies; and

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natural disasters, war, terrorism, and other hostilities.

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entry of new competitors in our markets;

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vertical integration of competitors;

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increased operational efficiencies of competitors;

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online and omnichannel retail capabilities of our competitors;

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competitive pricing strategies, including deep discount pricing by a broad range of retailers during periods of poor customer confidence, low discretionary income, or economic uncertainty;

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continued and prolonged promotional activity by our competitors;

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liquidation sales by our competitors that have filed or may file in the future for bankruptcy;

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geographic expansion by competitors into markets in which we operate; and

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adoption by existing competitors of innovative store formats or retail sales methods, including online and omnichannel.

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requiring that a greater portion of our available cash be applied to pay our rental obligations, thus reducing cash available for other purposes and reducing profitability;

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increasing our vulnerability to general adverse economic and industry conditions; and

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limiting our flexibility in planning for, or reacting to changes in, our business, or in the industry in which we compete.

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authorize the Company’s Board of Directors (the “Board”) to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock;

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subject to certain exceptions, require that any action to be taken by our stockholders be affected at a duly called annual or special meeting of stockholders, and not by written consent;

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specify that special meetings of our stockholders can be called only by a majority of our Board, or upon the request of the Chairperson of the Board or the Chief Executive Officer;

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establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our Board;

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prohibit cumulative voting in the election of directors; and

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provide that vacancies on our Board may be filled only by a majority of directors then in office, even though less than a quorum.

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any derivative action or proceeding brought on behalf of the Company;

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any action asserting a claim of breach of a fiduciary duty owed by, or any wrongdoing by, any director, officer, or employee of the Company to the Company, or the Company’s stockholders;

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any action asserting a claim arising pursuant to any provision of the Delaware General Corporate Law, the certification of incorporation (as it may be amended from time to time), or the fourth amended and restated bylaws;

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any action to interpret, apply, enforce, or determine the validity of our certificate of incorporation or the fourth amended and restated bylaws; or

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any action asserting a claim governed by the internal affairs doctrine.

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increase our vulnerability to adverse general economic or industry conditions;

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limit our flexibility in planning for, or reacting to, changes in our business or the industries in which we operate;

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make us more vulnerable to increases in interest rates, as borrowings under our Credit Facility are at variable rates;

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limit our ability to obtain additional financing in the future for working capital or other purposes;

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require us to utilize our cash flows from operations to make payments on indebtedness, reducing the availability of our cash flows to fund working capital, capital expenditures, development activity, and other general corporate purposes; and

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place us at a competitive disadvantage compared to our competitors that have less indebtedness.

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pay dividends on, redeem, or repurchase our stock, or make other distributions;

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incur or guarantee additional indebtedness;

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sell stock in our subsidiaries;

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create or incur liens;

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make acquisitions or investments;

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transfer or sell certain assets or merge or consolidate with or into other companies;

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make certain payments or prepayments of indebtedness subordinated to our obligations under our Credit Facility; and

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enter into certain transactions with our affiliates.

Item 1B.

Unresolved Staff Comments

Item 1C.

Cybersecurity

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As discussed in more detail under the heading “Governance,” the Board oversees the Company’s ERM functions through its Audit Committee (the “Audit Committee”).  The Audit Committee, in turn, oversees the Company’s Risk Management Committee (the “Risk Committee”), which includes the Company’s Chief Information Officer (“CIO”), who fulfills the role of Chief Information Security Officer (“CISO”), other members of management, and select personnel from key departments.  The Risk Committee regularly meets to discuss, evaluate, and address the ever-changing landscape of enterprise risks.  The Risk Committee then reports to, and solicits direction and input from, the Audit Committee.

•

The Company has implemented a comprehensive, cross functional approach to identifying, mitigating, and preventing cybersecurity threats and incidents, while also implementing controls and procedures that provide for the prompt escalation of certain cybersecurity incidents, so that management can make decisions regarding the public disclosure and reporting of such incidents in a timely manner.  The Board, Company management, other key associates, and outside vendors and service providers work together and diligently at all levels of the ERM function.

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The Company deploys technical safeguards that are designed to protect the Company’s information systems from cybersecurity threats, including firewalls, intrusion prevention and detection systems, anti-malware functionality, and access controls, which the Company evaluates and improves through vulnerability assessments and cybersecurity threat intelligence.

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The Company has established and maintains comprehensive incident response and recovery plans that fully address the Company’s response to a cybersecurity incident.  Such plans are tested and evaluated on a regular basis.

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The Company maintains a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties (including vendors, service providers, and other external users of the Company’s systems) as well as the systems of third parties that could adversely impact the Company’s business in the event of a cybersecurity incident affecting those third-party systems.

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The Company conducts regular training for its associates regarding cybersecurity threats, as means to equip the Company’s associates with effective tools to address cybersecurity threats and to communicate the Company’s evolving information security policies, standards, processes, and practices.

Item 2.

Properties

Item 3.

Legal Proceedings

Item 4.

Mine Safety Disclosures

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

		2023
		High				Low
First Quarter		$	65.97			$	50.95
Second Quarter		$	73.71			$	52.93
Third Quarter		$	80.94			$	70.17
Fourth Quarter		$	83.19			$	68.57

		2022
		High				Low
First Quarter		$	55.22			$	37.67
Second Quarter		$	72.27			$	40.40
Third Quarter		$	67.99			$	48.95
Fourth Quarter		$	62.82			$	44.72

Period		Total number of shares repurchased (1)				Average price paid per share (2)				Total number of shares purchased as part of publicly announced plans or programs (3)				Approximate dollar value of shares that may yet be purchased under the plans or programs (3)
October 29, 2023 through November 25, 2023			—				—				—			$	98,389,572
November 26, 2023 through December 30, 2023			68,299			$	72.71				68,299			$	93,387,292
December 31, 2023 through February 3, 2024			105,637			$	72.60				105,637			$	85,655,549
Total			173,936								173,936

(1)	Consists of shares repurchased under the publicly announced share repurchase program.

(2)	Includes commissions for the shares repurchased under the share repurchase program.

(3)

On March 26, 2019, the Board of Directors of the Company authorized the repurchase of up to $100.0 million of shares of the Company’s common stock.  This initial tranche expired on March 26, 2021.  The Board authorized the repurchase of another $100.0 million of the Company’s common stock on December 15, 2020, and a $100.0 million increase on March 16, 2021, resulting in $200.0 million approved for share repurchases through January 13, 2023.  On November 30, 2021, the Board authorized an additional $200.0 million to repurchase stock pursuant to the Company’s share repurchase program, expiring on December 15, 2023. On November 30, 2023, the Company’s Board of Directors authorized an extension to the existing share repurchase program set to expire on December 15, 2023, until March 31, 2026.  Shares to be repurchased are subject to the same considerations regarding timing and amount of repurchases as the initial authorization. As of February 3, 2024, the Company had approximately $85.7 million remaining under its share repurchase program.  For further discussion on the share repurchase program, see “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.”

Item 6.

[Reserved]

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

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growing our merchant buying team to increase our access to brand name/closeout merchandise;

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adding members to our senior management team;

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expanding the capacity of our distribution centers to their current 2.4 million square feet; and

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investing in information technology, accounting, and warehouse management systems.

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growing our store base;

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increasing our offerings of great bargains; and

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leveraging and expanding Ollie’s Army.

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have been remodeled while remaining open;

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are closed for five or fewer days in any fiscal month;

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are closed temporarily and relocated within their respective trade areas; and

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have expanded, but are not significantly different in size, within their current locations.

		2023				2022
		(dollars in thousands)
Net sales		$	2,102,662			$	1,827,009
Cost of sales			1,270,297				1,170,915
Gross profit			832,365				656,094
Selling, general and administrative expenses			562,672				490,569
Depreciation and amortization expenses			27,819				22,907
Pre-opening expenses			14,075				11,700
Operating income			227,799				130,918
Interest expense (income), net			(14,686	)			(2,965	)
Income before income taxes			242,485				133,883
Income tax expense			61,046				31,093
Net income		$	181,439			$	102,790
Percentage of net sales(1):
Net sales			100.0	%			100.0	%
Cost of sales			60.4				64.1
Gross profit			39.6				35.9
Selling, general and administrative expenses			26.8				26.9
Depreciation and amortization expenses			1.3				1.3
Pre-opening expenses			0.7				0.6
Operating income			10.8				7.2
Interest expense (income), net			(0.7	)			(0.2	)
Income before income taxes			11.5				7.3
Income tax expense			2.9				1.7
Net income			8.6	%			5.6	%
Select operating data:
Number of new stores			45				40
Number of store closings			(1	)			(3	)
Number of stores open at end of period			512				468
Average net sales per store (2)		$	4,286			$	4,043
Comparable stores sales change			5.7	%			(3.0	)%

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(1)	Components may not add to totals due to rounding.

(2)	Average net sales per store represents the weighted average of total net weekly sales divided by the number of stores open at the end of each week for the respective periods presented.

		2023				2022
		(dollars in thousands)
Net income		$	181,439			$	102,790
Interest expense (income), net			(14,686	)			(2,965	)
Depreciation and amortization expenses (1)			35,120				28,903
Income tax expense			61,046				31,093
EBITDA			262,919				159,821
Gains from insurance settlements			-				(897	)
Non-cash stock-based compensation expense			12,237				9,951
Adjusted EBITDA		$	275,156			$	168,875

(1)	Includes depreciation and amortization relating to our distribution centers, which is included within cost of sales on our consolidated statements of income.

		2023				2022
		(in thousands)
Net cash provided by operating activities		$	254,497			$	114,346
Net cash used in investing activities			(150,087	)			(111,454	)
Net cash used in financing activities			(48,744	)			(39,273	)
Net increase (decrease) in cash and cash equivalents		$	55,666			$	(36,381	)

		Less than 1 year				1-3 Years				3-5 Years				Thereafter				Total
		(in thousands)
Operating leases (1)		$	106,625			$	181,855			$	136,762			$	132,033			$	557,275
Finance leases			1,011				835				13								1,859
Purchase obligations (2)			21,400				-				-				-				21,400
Total		$	129,036			$	182,690			$	136,775			$	132,033			$	580,534

(1)	Operating lease payments exclude $26.6 million of legally binding minimum lease payments for leases signed, but not yet commenced.

(2)	Purchase obligations are primarily for materials and construction agreement for our fourth distribution center in Princeton, IL.

Item 7A.

Quantitative and Qualitative Disclosures about Market Risks

OLLIE’S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Index to Consolidated Financial Statements

 

OLLIE’S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

See accompanying Notes to the Consolidated Financial Statements.

OLLIE’S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except per share amounts)

See accompanying Notes to the Consolidated Financial Statements.

OLLIE’S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Consolidated Statements of Stockholders’ Equity

(In thousands)