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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

Form 10-Q

☒ ~~QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~ ~~the~~QUARTERLY ~~quarterly~~REPORT ~~period~~PURSUANT ~~ended~~TO ~~November~~SECTION 2,13 ~~2024~~OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended May 3, 2025

☐ ~~TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Ollie’s Bargain Outlet Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


001-37501		80-0848819
(Commission File Number)		(IRS Employer Identification No.)


6295 Allentown Boulevard Suite 1 Harrisburg, Pennsylvania		17112
(Address of principal executive offices)		(Zip Code)

(717) 657-2300

(Registrant’s telephone number, including area code)

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


Title of Each Class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value	OLLI	The NASDAQ Stock Market LLC

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.


Large accelerated filer ☒		Accelerated filer ☐		Non-accelerated filer ☐		Smaller reporting company ☐	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. ☐

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

The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of ~~December~~May 630, ~~2024~~2025 was 61,~~276~~341,~~879~~122.

PART I - FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Income for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023	1
	Condensed Consolidated Balance Sheets as of November 2, 2024, February 3, 2024, and October 28, 2023	2
	Condensed Consolidated Statements of Stockholders’ Equity for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023	3
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended November 2, 2024 and October 28, 2023	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

Index


INDEX

PART I - FINANCIAL INFORMATION		Page
Item 1.	Financial Statements	1
	Condensed Consolidated Statements of Income for the thirteen weeks ended May 3, 2025 and May 4, 2024	1
	Condensed Consolidated Balance Sheets as of May 3, 2025, February 1, 2025, and May 4, 2024	2
	Condensed Consolidated Statements of Stockholders' Equity for the thirteen weeks ended May 3, 2025 and May 4, 2024	3
	Condensed Consolidated Statements of Cash Flows for the thirteen weeks ended May 3, 2025 and May 4, 2024	4
	Notes to Condensed Consolidated Financial Statements	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

ITEM 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

OLLIE’'S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	Thirteen weeks ended	~~Thirteen weeks ended~~							~~Thirty-nine weeks ended~~
		November 2,				October 28,			November 2,			October 28,
		May 3,				May 4,
		2024				2023			2024			2023
		2025				2024
Net sales	$	$576,767	~~517,428~~		$	$508,818	~~480,050~~		$	~~1,604,621~~		$	~~1,453,713~~
Cost of sales		339,736	~~302,969~~			299,460	~~285,939~~			~~961,773~~			~~884,347~~
Gross profit		237,031	~~214,459~~			209,358	~~194,111~~			~~642,848~~			~~569,366~~
Selling, general, and administrative expenses		164,832	~~154,467~~			142,419	~~141,684~~			~~442,559~~			~~406,575~~
Depreciation and amortization expenses		9,357	~~8,296~~			7,716	~~7,065~~			~~24,016~~			~~20,203~~
Pre-opening expenses		6,656	~~7,174~~			2,726	~~6,293~~			~~14,495~~			~~12,443~~
Operating income		56,186	~~44,522~~			56,497	~~39,069~~			~~161,778~~			~~130,145~~
Interest income, net			(4,028	)			(3,977	)		(12,257	)		(10,054	)
Interest (income), net		(4,788	)			(4,301	)
Income before income taxes		60,974	~~48,550~~			60,798	~~43,046~~			~~174,035~~			~~140,199~~
Income tax expense		13,414	~~12,666~~			14,456	~~11,243~~			~~42,827~~			~~35,235~~
Net income	$	$47,560	~~35,884~~		$	$46,342	~~31,803~~		$	~~131,208~~		$	~~104,964~~
Earnings per common share:
Basic	$	$0.78	~~0.59~~		$	$0.76	~~0.52~~		$	~~2.14~~		$	~~1.70~~
Diluted	$	$0.77	~~0.58~~		$	$0.75	~~0.51~~		$	~~2.13~~		$	~~1.69~~
Weighted average common shares outstanding:
Basic		61,343	~~61,330~~			61,380	~~61,682~~			~~61,341~~			~~61,807~~
Diluted		61,816	~~61,764~~			61,739	~~62,068~~			~~61,742~~			~~62,110~~

See accompanying notes to the condensed consolidated financial statements.

OLLIE’'S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(In thousands, except per share amounts)

(Unaudited)

		November 2,				February 3,				October 28,
		May 3,				February 1,				May 4,
Assets		~~2024~~2025				~~2024~~2025				~~2023~~2024
Current assets:
Cash and cash equivalents	$	$199,018	~~128,685~~		$	$205,123	~~266,262~~		$	$212,250	~~159,555~~
Short-term investments		170,490	~~175,226~~			223,546	~~86,980~~			129,250	~~104,477~~
Inventories		611,852	~~607,331~~			552,542	~~505,790~~			527,469	~~532,370~~
Accounts receivable		2,348	~~2,367~~			2,352	~~2,223~~			916	~~1,973~~
Prepaid expenses and other current assets		14,313	~~10,178~~			10,228	~~10,173~~			8,897	~~7,184~~
Total current assets		998,021	~~923,787~~			993,791	~~871,428~~			878,782	~~805,559~~
Property and equipment, net of accumulated depreciation of $214,307, $184,201 and $174,569, respectively			322,214				270,063				230,203
Property and equipment, net of accumulated depreciation of $239,255, $226,549 and $193,557, respectively		346,151				334,961				282,669
Operating lease right-of-use assets		639,664	~~547,284~~			554,737	~~475,526~~			472,525	~~481,124~~
Goodwill		444,850	~~444,850~~			444,850	~~444,850~~			444,850	~~444,850~~
Trade name		230,559	~~230,559~~			230,559	~~230,559~~			230,559	~~230,559~~
Other assets			2,148				2,168				2,065
Long-term investments		45,355				-				-
Total assets		$	2,470,842			$	2,294,594			$	2,194,360
Other assets		2,379				2,247				2,083
Liabilities and Stockholders’ Equity
Total assets	$	2,706,979			$	2,561,145			$	2,311,468
Current liabilities:
Liabilities and Stockholders’ Equity
Current portion of long-term debt		$	621			$	639			$	554
Current liabilities:
Accounts payable			131,515				128,097				105,440
Current portion of long-term debt	$	566			$	556			$	599
Income taxes payable			-				14,744				592
Accounts payable		137,869				130,279				103,495
Current portion of operating lease liabilities			93,199				89,176				94,899
Income taxes payable		14,364				1,707				29,227
Accrued expenses and other current liabilities			91,772				82,895				87,618
Current portion of operating lease liabilities		99,767				83,944				89,607
Total current liabilities			317,107				315,551				289,103
Accrued expenses and other current liabilities		95,238				87,855				87,864
Revolving credit facility			-				-				-
Total current liabilities		347,804				304,341				310,792
Long-term debt			1,003				1,022				957
Revolving credit facility		-				-				-
Deferred income taxes			73,073				71,877				70,899
Long-term debt		925				1,040				1,077
Long-term portion of operating lease liabilities			462,687				397,912				393,027
Deferred income taxes		81,006				81,124				71,628
Total liabilities			853,870				786,362				753,986
Long-term portion of operating lease liabilities		547,431				479,330				395,547
Stockholders’ equity:
Total liabilities		977,166				865,835				779,044
Preferred stock - 50,000 shares authorized at $0.001 par value; no shares issued			-				-				-
Stockholders’ equity:
Common stock - 500,000 shares authorized at $0.001 par value; 67,333, 66,927 and 66,896 shares issued, respectively			67				67				67
Preferred stock - 50,000 shares authorized at $0.001 par value; no shares issued		-				-				-
Additional paid-in capital			719,751				694,959				690,842
Common stock - 500,000 shares authorized at $0.001 par value; 67,650, 67,462, and 67,069 shares issued, respectively		68				67				67
Retained earnings			1,299,159				1,167,951				1,091,476
Additional paid-in capital		739,333				735,284				697,816
Treasury - common stock, at cost; 6,060, 5,473 and 5,299 shares, respectively			(402,005	)			(354,745	)			(342,011	)
Retained earnings		1,415,273				1,367,713				1,214,293
Total stockholders’ equity			1,616,972				1,508,232				1,440,374
Treasury - common stock, at cost; 6,273, 6,113, and 5,810 shares, respectively		(424,861	)			(407,754	)			(379,752	)
Total liabilities and stockholders’ equity		$	2,470,842			$	2,294,594			$	2,194,360
Total stockholders’ equity		1,729,813				1,695,310				1,532,424
Total liabilities and stockholders’ equity	$	2,706,979			$	2,561,145			$	2,311,468

See accompanying notes to the condensed consolidated financial statements.

OLLIE’'S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders’ Equity

(In thousands)

(Unaudited)

		Thirteen weeks ended November 2, 2024 and October 28, 2023
																Additional							Total
																Additional							Total
	Common stock							Treasury stock								paid-in				Retained			stockholders’
		Common stock						Treasury stock								paid-in				Retained			stockholders’
		Shares				Amount		Shares				Amount				capital				earnings			equity
		Shares				Amount		Shares				Amount				capital				earnings			equity
Balance as of February 3, 2024		66,927			$	67		(5,473	)		$	(354,745	)		$	694,959			$	1,167,951		$	1,508,232
Balance as of August 3, 2024			67,282			$	67		(5,891	)		$	(386,180	)		$	713,509			$	1,263,275		$	1,590,671
Stock-based compensation expense		-				-		-				-				3,149				-			3,149
Stock-based compensation expense			-				-		-				-				3,606				-			3,606
Proceeds from stock options exercised		66				-		-				-				2,548				-			2,548
Proceeds from stock options exercised			49				-		-				-				2,752				-			2,752
Vesting of restricted stock		112				-		-				-				-				-			-
Vesting of restricted stock			3				-		-				-				-				-			-
Common shares withheld for taxes		(36	)			-		-				-				(2,840	)			-			(2,840	)
Common shares withheld for taxes			(1	)			-		-				-				(116	)			-			(116	)
Shares repurchased		-				-		(337	)			(25,007	)			-				-			(25,007	)
Shares repurchased			-				-		(169	)			(15,825	)			-				-			(15,825	)
Net income		-				-		-				-				-				46,342			46,342
Net income			-				-		-				-				-				35,884			35,884
Balance as of May 4, 2024		67,069			$	67		(5,810	)		$	(379,752	)		$	697,816			$	1,214,293		$	1,532,424
Balance as of November 2, 2024			67,333			$	67		(6,060	)		$	(402,005	)		$	719,751			$	1,299,159		$	1,616,972
Balance as of February 1, 2025		67,462			$	67		(6,113	)		$	(407,754	)		$	735,284			$	1,367,713		$	1,695,310
Balance as of July 29, 2023			66,858			$	67		(5,156	)		$	(331,198	)		$	686,438			$	1,059,673		$	1,414,980
Stock-based compensation expense		-				-		-				-				3,164				-			3,164
Stock-based compensation expense			-				-		-				-				3,004				-			3,004
Proceeds from stock options exercised		98				-		-				-				6,155				-			6,155
Proceeds from stock options exercised			36				-		-				-				1,464				-			1,464
Vesting of restricted stock		138				1		-				-				-				-			1
Vesting of restricted stock			3				-		-				-				-				-			-
Common shares withheld for taxes		(48	)			-		-				-				(5,270	)			-			(5,270	)
Common shares withheld for taxes			(1	)			-		-				-				(64	)			-			(64	)
Shares repurchased		-				-		(160	)			(17,107	)			-				-			(17,107	)
Shares repurchased			-				-		(143	)			(10,813	)			-				-			(10,813	)
Net income		-				-		-				-				-				47,560			47,560
Net income			-				-		-				-				-				31,803			31,803
Balance as of May 3, 2025		67,650			$	68		(6,273	)		$	(424,861	)		$	739,333			$	1,415,273		$	1,729,813
Balance as of October 28, 2023			66,896			$	67		(5,299	)		$	(342,011	)		$	690,842			$	1,091,476		$	1,440,374

	Thirty-nine weeks ended November 2, 2024 and October 28, 2023
												Additional					Total
	Common stock					Treasury stock						paid-in			Retained		stockholders’
	Shares			Amount		Shares			Amount			capital			earnings		equity
Balance as of February 3, 2024		66,927		$	67		(5,473	)	$	(354,745	)	$	694,959		$	1,167,951	$	1,508,232
Stock-based compensation expense		-			-		-			-			10,407			-		10,407
Proceeds from stock options exercised		326			-		-			-			17,472			-		17,472
Vesting of restricted stock		119			-		-			-			-			-		-
Common shares withheld for taxes		(39	)		-		-			-			(3,087	)		-		(3,087	)
Shares repurchased		-			-		(587	)		(47,260	)		-			-		(47,260	)
Net income		-			-		-			-			-			131,208		131,208
Balance as of November 2, 2024		67,333		$	67		(6,060	)	$	(402,005	)	$	719,751		$	1,299,159	$	1,616,972
Balance as of January 28, 2023		66,672		$	67		(4,664	)	$	(302,204	)	$	677,694		$	986,512	$	1,362,069
Stock-based compensation expense		-			-		-			-			9,008			-		9,008
Proceeds from stock options exercised		153			-		-			-			5,601			-		5,601
Vesting of restricted stock		96			-		-			-			-			-		-
Common shares withheld for taxes		(25	)		-		-			-			(1,461	)		-		(1,461	)
Shares repurchased		-			-		(635	)		(39,807	)		-			-		(39,807	)
Net income		-			-		-			-			-			104,964		104,964
Balance as of October 28, 2023		66,896		$	67		(5,299	)	$	(342,011	)	$	690,842		$	1,091,476	$	1,440,374

See accompanying notes to the condensed consolidated financial statements.

OLLIE’'S BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

		Thirty-nine weeks ended
	Thirteen weeks ended
		November 2,				October 28,
		May 3,				May 4,
		2024				2023
		2025				2024
Cash Flows from Operating Activities:
Net income	$	$47,560	~~131,208~~		$	$46,342	~~104,964~~
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			31,407				25,272
Depreciation and amortization of property and equipment		12,772				9,742
Amortization of debt issuance costs		13	39			13	~~207~~
Gain on sale of assets		(21	~~(27~~)	)		(118	~~(304~~)	)
Deferred income tax benefit			1,196				267
Deferred income tax provision		(118	)			(249	)
Stock-based compensation expense		3,164	~~10,407~~			3,149	~~9,008~~
Other		(752	~~(694~~)	)		(480	-)
Changes in operating assets and liabilities:
Inventories		(59,310	~~(101,541~~)	)		(21,679	~~(61,836~~)	)
Accounts receivable		4	~~(35~~	)		1,307	~~478~~
Prepaid expenses and other assets		(4,230	~~(24~~)	)		1,348	~~3,289~~
Accounts payable		7,229	~~5,289~~			(21,163	~~18,942~~)
Income taxes payable		12,657	~~(14,744~~	)		14,483	~~(2,464~~	)
Accrued expenses and other liabilities		9,734	~~17,213~~			7,489	~~13,038~~
Net cash provided by operating activities		28,702	~~79,694~~			40,184	~~110,861~~
Cash Flows from Investing Activities:
Capital expenditures		(26,740	~~(96,170~~)	)		(26,865	~~(81,375~~)	)
Proceeds from sale of property and equipment		21	~~276~~			140	~~386~~
Purchases of short-term investments			(351,263	)			(206,828	)
Purchases of investments		(118,994	)			(96,042	)
Maturities of short-term investments			263,711				162,516
Maturities of investments		127,447				54,252
Net cash used in investing activities		(18,266	~~(183,446~~)	)		(68,515	~~(125,301~~)	)
Cash Flows from Financing Activities:
Repayments on finance leases		(320	~~(841~~)	)		(382	~~(857~~)	)
Proceeds from stock option exercises		6,156	~~17,363~~			2,548	~~5,524~~
Common shares withheld for taxes		(5,270	~~(3,087~~)	)		(2,840	~~(1,461~~)	)
Payment for shares repurchased		(17,107	~~(47,260~~)	)		(25,007	~~(39,807~~)	)
Net cash used in financing activities		(16,541	~~(33,825~~)	)		(25,681	~~(36,601~~)	)
Net decrease in cash and cash equivalents		(6,105	~~(137,577~~)	)		(54,012	~~(51,041~~)	)
Cash and cash equivalents, beginning of the period		205,123	~~266,262~~			266,262	~~210,596~~
Cash and cash equivalents, end of the period	$	$199,018	~~128,685~~		$	$212,250	~~159,555~~
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	$137	~~336~~		$	$110	~~321~~
Income taxes	$	$875	~~60,696~~		$	$222	~~37,452~~
Non-cash investing activities:
Accrued purchases of property and equipment	$	$9,514	~~7,236~~		$	$6,379	~~5,073~~
Non-cash financing activities
Receivable from exercise of stock options		$	109			$	77

See accompanying notes to the condensed consolidated financial statements.

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

(1) Basis of Presentation and Summary of Significant Accounting Policies

(a) ~~Description of Business~~

Description of Business

Ollie’s Bargain Outlet Holdings, Inc. and subsidiaries (collectively referred to as the “Company” or “Ollie’s”) principally buys overproduced, overstocked, and closeout merchandise from manufacturers, wholesalers, and other retailers. In addition, the Company augments its name-brand closeout deals with directly sourced private label products featuring names exclusive to Ollie’s in order to provide consistently value-priced goods in select key merchandise categories.

Since its first store opened in 1982, the Company has grown to ~~546~~584 retail locations in 3132 states as of ~~November~~May 23, ~~2024~~2025. Ollie’s ~~Bargain Outlet~~ retail locations are located in Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Jersey, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, Vermont, Virginia, ~~Wisconsin~~West Virginia, and ~~West Virginia~~Wisconsin.

(b) ~~Fiscal Year~~

~~Ollie’s~~ follows a 52/53-week fiscal year, which ends on the Saturday nearer to January 31st of the following calendar year. References to the thirteen weeks ended November 2, 2024 and October 28, 2023 refer to the thirteen weeks from August 4, 2024 to November 2, 2024 and from July 30, 2023 to October 28, 2023, respectively. References to the year-to-date periods ended November 2, 2024 and October 28, 2023 refer to the thirty-nine weeks from February 4, 2024 to November 2, 2024 and from January 29, 2023 to October 28, 2023, respectively. References to “2023” refer to the fiscal year ended February 3, 2024 and references to “2024” refer to the fiscal year ending February 1, 2025. Fiscal ~~year~~Year ~~2023 consists of 53 weeks, and fiscal year 2024 consists of 52 weeks.~~

Ollie’s follows a 52/53-week fiscal year, which ends on the Saturday nearer to January 31^st of the following calendar year. References to the thirteen weeks ended May 3, 2025 and May 4, 2024 refer to the thirteen weeks from February 2, 2025 to May 3, 2025 and from February 4, 2024 to May 4, 2024, respectively. References to “2024” refer to the fiscal year ended February 1, 2025 and references to “2025” refer to the fiscal year ending January 31, 2026. Both periods consist of 52 weeks.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. The condensed consolidated financial statements reflect all normal recurring adjustments which management believes are necessary to present fairly the Company’s results of operations, financial condition, and cash flows for all periods presented. The condensed consolidated balance sheets as of ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, and the condensed consolidated statements of income and stockholders’ equity for the thirteen ~~and thirty-nine~~ weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, and the condensed consolidated statements of cash flows for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024 have been prepared by the Company and are unaudited. The Company’s business is seasonal in nature and results of operations for the interim periods presented are not necessarily indicative of operating results for ~~2024~~2025 or any other period. All intercompany accounts, transactions, and balances have been eliminated in consolidation.

The Company’s balance sheet as of February 31, ~~2024~~2025, presented herein, has been derived from the audited balance sheet included in the Company’s Annual Report on Form 10-K filed with the SEC on March 2726, ~~2024~~2025, as amended on April 11, 2025 (“Annual Report”), but does not include all disclosures required by GAAP. These financial statements should be read in conjunction with the financial statements for ~~2023~~2024 and footnotes thereto included in the Annual Report.

For purposes of the disclosure requirements for segments of a business enterprise, it has been determined that the Company is comprised of one operating segment.

(d) Use of Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

(ed) Use ~~Fair~~of ~~Value Disclosures~~Estimates

(e)

Fair Value Disclosures

Fair value is defined as the price which the Company would receive to sell an asset or pay to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. In determining fair value, GAAP establishes a three‑level hierarchy used in measuring fair value, as follows:

~~• Level 1 inputs are quoted prices available for identical assets and liabilities in active markets.~~ ●

• Level 21 inputs are ~~observable for the asset or liability, either directly or indirectly, including~~ quoted prices available for ~~similar~~identical assets and liabilities in active markets ~~or other inputs that are observable or can be corroborated by observable market data~~.

~~• Level 3 inputs are unobservable, developed using the Company’s estimates and assumptions, which reflect those that market participants would use.~~ ●

~~The Company’s financial instruments consist of cash and cash equivalents, investment securities, accounts receivable, accounts payable and the~~ ~~Company’s~~ Level ~~credit~~2 ~~facilities.~~inputs ~~The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable~~ are ~~representative~~observable offor ~~their respective fair value because of their short-term nature. The carrying amount of~~ the ~~Company’s credit~~asset ~~facilities~~or ~~approximates~~liability, ~~its~~either ~~fair~~directly ~~value~~or ~~because the interest rates are adjusted regularly based on current market conditions. Under the fair value hierarchy~~indirectly, ~~the~~including ~~fair~~quoted ~~market~~prices ~~values~~for ofsimilar ~~cash~~assets ~~equivalents~~ and ~~the~~liabilities ~~investments~~ in ~~treasury bonds and corporate bonds are Level 1 while the investments in municipal bonds are Level 2. Since quoted prices in~~ active markets ~~for~~or ~~identical~~other ~~assets~~inputs that are ~~not~~observable ~~available,~~or ~~these~~can ~~prices~~be ~~are~~corroborated ~~determined~~ by ~~the third-party pricing service using~~ observable market ~~information such as quotes from less active markets and quoted prices of similar securities~~data.

~~As of November 2, 2024, February 3, 2024, and October 28, 2023, the Company’s investment securities are classified as held-to-maturity since the~~ ~~Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost plus accrued interest and consist of the following:~~ ●

	As of November 2, 2024
	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Fair Market Value
	(in thousands)
Short-term:
Treasury bonds	$	121,186		$	105		$	-			$	121,291
Municipal bonds		12,572			-			(225	)			12,347
Corporate bonds		41,468			332			(26	)			41,774
Total	$	175,226		$	437		$	(251	)		$	175,412

Level 3 inputs are unobservable, developed using the Company’s estimates and assumptions, which reflect those that market participants would use.

	As of February 3, 2024
	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Fair Market Value
	(in thousands)
Short-term:
Treasury bonds	$	49,765		$	16		$	-			$	49,781
Municipal bonds		10,136			-			(139	)			9,997
Corporate bonds		27,079			22			-				27,101
Total	$	86,980		$	38		$	(139	)		$	86,879

The Company’s financial instruments consist of cash and cash equivalents, investment securities, accounts receivable, accounts payable and the Company’s credit facilities. The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable are representative of their respective fair value because of their short-term nature. The carrying amount of the Company’s credit facilities approximates its fair value because the interest rates are adjusted regularly based on current market conditions. Under the fair value hierarchy, the fair market values of cash equivalents and the investments in treasury bonds are Level 1 while the investments in municipal bonds are Level 2. Since quoted prices in active markets for identical assets are not available, these prices are determined by a third-party pricing service using observable market information such as quotes from less active markets and quoted prices of similar securities.

As of May 3, 2025, February 1, 2025, and May 4, 2024, the Company’s investment securities are classified as held-to-maturity since the Company has the intent and ability to hold the investments to maturity. Such securities are carried at amortized cost plus accrued interest and consist of the following:


	As of May 3, 2025
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
	(in thousands)
Short-term:
Treasury Bonds	$	119,163	$	23	$	-		$	119,186
Municipal Bonds		20,139		23		(251	)		19,911
Corporate Bonds		31,188		45		(232	)		31,001
Total	$	170,490	$	91	$	(483	)	$	170,098
Long-term:
Corporate Bonds	$	45,355	$	2	$	(354	)	$	45,003
Total	$	45,355	$	2	$	(354	)	$	45,003

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

		As of October 28, 2023
	As of February 1, 2025
		Amortized Cost		~~Gross Unrealized Gains~~	Gross Unrealized Gains		~~Gross Unrealized Losses~~	Gross Unrealized Losses			~~Fair Market Value~~	Fair Market Value
	(in thousands)	~~(in thousands)~~
Short-term:
Treasury bonds		$	69,497		$	-		$	(833	)		$	68,664
Treasury Bonds	$	141,324		$	48		$	(7	)		$	141,365
Municipal bonds			34,980			-			(422	)			34,558
Municipal Bonds		28,028			2			(131	)			27,899
Total		$	104,477		$	-		$	(1,255	)		$	103,222
Corporate Bonds		54,194			321			(174	)			54,341
Total	$	223,546		$	371		$	(312	)		$	223,605

Short-term investment securities as of November 2, 2024, February 3, 2024, and October 28, 2023 all mature in one year or less.


	As of May 4, 2024
		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Market Value
	(in thousands)
Short-term:
Treasury Bonds	$	88,234	$	24	$	-		$	88,258
Municipal Bonds		12,198		-		(72	)		12,126
Corporate Bonds		28,818		9		-			28,827
Total	$	129,250	$	33	$	(72	)	$	129,211

Short-term investment securities as of May 3, 2025, February 1, 2025, and May 4, 2024 all mature in one year or less. Long-term investment securities as of May 3, 2025 all mature after one year but in less than three years.

(f)

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures,” which modifies the disclosure requirements for income taxes. This ASU requires disclosure of tabular statutory to effective rate reconciliation in both percentages and dollars, additional disaggregated rate reconciliation categories and disaggregation of both income taxes paid and income tax expense by jurisdiction. This guidance is effective for annual periods beginning after December 15, 2024. We expect this ASU to only impact our disclosures with no impact to our results of operations, cash flows, and financial condition.

In November 2024, the FASB issued ASU 2024-03 “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”) which requires disaggregated disclosure of certain costs and expenses, including purchases of inventory, employee compensation, depreciation, amortization and depletion, within relevant income statement captions. This guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. We are currently evaluating the impact of ASU 2024-03 to our consolidated financial statements.

Ollie’s BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

May 3, 2025 and May 4, 2024

(Unaudited)

(2) Net Sales

Ollie’s recognizes retail sales in its stores when merchandise is sold and the customer takes possession of merchandise. Also included in net sales is revenue allocated to certain redeemed discounts earned via the Ollie’s Army loyalty program and gift card breakage. Net sales are presented net of returns and sales tax. The Company provides an allowance for estimated retail merchandise returns based on prior experience.

Revenue Recognition

Revenue is deferred for the Ollie’s Army loyalty program where members accumulate points that can be redeemed for discounts on future purchases. The Company has determined it has an additional performance obligation to Ollie’s Army members at the time of the initial transaction. The Company allocates the transaction price to the initial transaction and the discount awards based upon its relative standalone selling price, which considers historical redemption patterns for the award. Revenue is recognized as those discount awards are redeemed. Discount awards issued upon the achievement of specified point levels are subject to expiration. Unless temporarily extended, the maximum redemption period is 45 days. At the end of each fiscal period, unredeemed discount awards and accumulated points to earn a future discount award are reflected as a liability. Discount awards are combined in one homogeneous pool and are not separately identifiable. Therefore, the revenue recognized consists of discount awards redeemed that were included in the deferred revenue balance at the beginning of the period as well as discount awards issued during the current period. The following table is a reconciliation of the liability related to this program:

		Thirty-nine weeks ended
	Thirteen weeks ended
		November 2,				October 28,
		May 3,				May 4,
		2024				2023
		2025				2024
	(in thousands)	~~(in thousands)~~
Beginning balance	$	$13,239	~~10,159~~		$	$10,159	~~8,130~~
Revenue deferred		5,535	~~13,957~~			4,436	~~11,171~~
Revenue recognized		(4,551	~~(12,480~~)	)		(3,442	~~(9,865~~)	)
Ending balance	$	$14,223	~~11,636~~		$	$11,153	~~9,436~~

7 Gift card breakage for gift card liabilities not subject to escheatment is recognized as revenue in proportion to the redemption of gift cards. Gift cards do not expire. The rate applied to redemptions is based upon a historical breakage rate. Gift cards are combined in one homogeneous pool and are not separately identifiable. Therefore, the revenue recognized consists of gift cards that were included in the liability at the beginning of the period as well as gift cards that were issued during the period. The following table is a reconciliation of the gift card liability:

Index


	Thirteen weeks ended
		May 3,			May 4,
		2025			2024
	(in thousands)
Beginning balance	$	2,766		$	2,650
Gift card issuances		947			962
Gift card redemption and breakage		(1,164	)		(1,143	)
Ending balance	$	2,549		$	2,469

~~OLLIE~~ The Company offers a co-branded credit card that can be used by customers for purchases at Ollie’Ss ~~BARGAIN~~and ~~OUTLET~~everywhere ~~HOLDINGS~~else the co-branded credit card is accepted, ~~INC~~and credit is extended to such customers by a third-party financial institution on a non-recourse basis to the Company. ~~AND~~The ~~SUBSIDIARIES~~co-branded credit card includes a performance obligation for the Company which includes marketing and promoting the program on behalf of the back and the operation of the Company’s loyalty rewards program. Loyalty members earn points through purchases made using the card.

Ollie’s BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

~~Gift~~The ~~card~~third ~~breakage~~party ~~for~~reimburses ~~gift~~the ~~card~~Company ~~liabilities~~for ~~not~~certain ~~subject~~credit tocard ~~escheatment~~program iscosts ~~recognized~~such as ~~revenue~~advertising ~~in proportion~~and toloyalty ~~the~~points, ~~redemption~~which ofhelp ~~gift~~promote ~~cards.~~the ~~Gift~~credit ~~cards~~card ~~do not expire~~program. The ~~rate~~Company ~~applied~~recognizes torevenue ~~redemptions~~when collectability is ~~based~~reasonably ~~upon~~assured, aunder ~~historical~~the ~~breakage~~assumption ~~rate.~~the ~~Gift~~amounts ~~cards~~ are ~~combined~~not inconstrained ~~one homogenous pool~~ and ~~are~~it ~~not~~is ~~separately~~probable ~~identifiable.~~that ~~Therefore,~~a ~~the~~significant revenue ~~recognized~~ ~~consists~~reversal ofwill ~~gift~~not ~~cards~~occur ~~that~~in ~~were~~future ~~included~~periods, inwhich is generally the ~~liability~~time at which the ~~beginning~~actual usage of the ~~period~~credit ~~as well as gift~~ cards ~~that~~or ~~were~~specified ~~issued~~transaction ~~during the period~~occurs. ~~The following table is a reconciliation of the gift card liability:~~

	Thirty-nine weeks ended
	November 2,			October 28,
	2024			2023
	(in thousands)
Beginning balance	$	2,650		$	2,527
Gift card issuances		4,295			3,097
Gift card redemption and breakage		(4,478	)		(3,271	)
Ending balance	$	2,467		$	2,353

Under the program, the Company receives a percentage of the sales generated by Ollie’s co-branded Credit Card, in exchange for primary marketing functions. As a result, all amounts associated with the program are recognized within net sales on the consolidated statements of income. Additionally, the Company is entitled to certain bonuses based on performance of the program.

(3) ~~Earnings per Common Share~~

Earnings per Common Share

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding. Diluted earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding after giving effect to the potential dilution, if applicable, from the assumed exercise of stock options into shares of common stock as if those stock options were exercised and the assumed lapse of restrictions on restricted stock units.

The following table summarizes those effects for the diluted earnings per common share calculation:

	Thirteen weeks ended	~~Thirteen weeks ended~~					~~Thirty-nine weeks ended~~
		November 2,			October 28,		November 2,		October 28,
		May 3,			May 4,
		2024			2023		2024		2023
		2025			2024
	(in thousands, except per share amounts)	~~(in thousands, except per share amounts)~~
Net income	$	$47,560	~~35,884~~	$	$46,342	~~31,803~~	$	~~131,208~~	$	~~104,964~~
Weighted average number of common shares outstanding - Basic			61,330			61,682		61,341		61,807
Weighted average number of common shares outstanding – Basic		61,343			61,380
Incremental shares from the assumed exercise of outstanding stock options and vesting of restricted stock units		473	~~434~~		359	~~386~~		~~401~~		~~303~~
Weighted average number of common shares outstanding - Diluted		61,816	~~61,764~~		61,739	~~62,068~~		~~61,742~~		~~62,110~~
Earnings per common share - Basic		$	0.59		$	0.52	$	2.14	$	1.70
Earnings per common share – Basic	$	0.78		$	0.76
Earnings per common share - Diluted	$	$0.77	~~0.58~~	$	$0.75	~~0.51~~	$	~~2.13~~	$	~~1.69~~

The effect of the weighted average assumed exercise of stock options outstanding totaling ~~150,597~~ ~~and 491~~72,~~766~~615 ~~for the thirteen weeks ended November 2, 2024~~ and ~~October 28~~519,736 ~~2023, respectively, and 322,857 and 616,304~~ for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024, respectively, were excluded from the calculation of diluted weighted average common shares outstanding because the effect would have been antidilutive.

The effect of weighted average non-vested restricted stock units outstanding totaling 4 34,~~023~~200 and ~~570~~46 for the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023, respectively, and 1,505 and 15,569 for the thirty-nine weeks ended November 2,~~ 2024 ~~and October 28~~, ~~2023,~~ respectively, were excluded from the calculation of diluted weighted average common shares outstanding because the effect would have been antidilutive.

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

(4) Leases

~~Effective~~ The ~~February 3, 2019, the~~ Company accounts for ~~its~~ leases ~~under~~in ~~ASC~~accordance ~~842,~~with ~~Leases~~ASC (Topic 842), Leases. Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the balance sheet as both a right-of-use asset and lease liability, calculated by discounting fixed lease payments over the lease term at the rate implicit in the lease, if available. The Company’s lessors do not provide an implicit rate, nor is one readily available, therefore the Company uses its incremental borrowing rate based on the portfolio approach, which applies one rate to leases within a given period. Lease liabilities are increased by interest and reduced by payments each period, and the right-of-use asset is amortized over the lease term. For operating leases, interest on the lease liability and the amortization of the right-of-use asset result in straight-line rent expense over the lease term. Variable lease expenses, if any, are recorded when incurred.

In calculating the right-of-use asset and lease liability, the Company elects to combine lease and non-lease components. The Company excludes short-term leases having initial terms of 12 months or less from the guidance as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company does not act as a lessor.

Ollie’s generally leases its stores, offices, and distribution facilities under operating leases that expire at various dates through ~~2035~~2038. These leases generally provide for fixed annual rentals; however, several provide for minimum annual rentals plus contingent rentals based on a percentage of annual sales. A majority of the Company’s leases also require a payment for all or a portion of common-area maintenance, insurance, real estate taxes, water and sewer costs, and repairs, on a fixed or variable payment basis, the cost of which, for leases existing as of the adoption of ASC 842, is charged to the related expense category rather than being accounted for as rent expense. For leases entered into after the adoption of ASC 842, the Company accounts for lease components together with non-lease components as a single component for all classes of underlying assets. Most of the leases contain options to renew for three to five successive five-year periods. The Company is generally not reasonably certain to exercise renewal options; therefore, the options are not considered in determining the lease term, and associated potential option payments are excluded from the lease payments. Ollie’s lease agreements generally do not contain any material residual value guarantees or material restrictive covenants.

Store and office lease costs are classified in selling, general, and administrative expenses and distribution center lease costs are classified in cost of sales on the condensed consolidated statements of income.

The following table summarizes the maturity of the Company’s operating lease liabilities by fiscal year as of ~~November~~May 23, ~~2024~~2025:

	November 2,
	May 3,
	2024
	2025
	(in thousands)
Remainder of 2024	$	22,708
Remainder of 2025	$	83,495
2025		111,907
2026		126,103
2026		109,564
2027		114,689
2027		97,793
2028		99,506
2028		81,764
2029		78,770
Thereafter		~~232~~294,~~718~~222
Total undiscounted lease payments (1)		656,454
Total undiscounted lease payments(1)		796,785
Less: Imputed interest		(~~100~~149,~~568~~587	)
Total lease obligations		~~555~~647,~~886~~198
Less: Current obligations under leases		(9399,~~199~~767	)
Long-term lease obligations	$	~~462~~547,~~687~~431

(1) Lease obligations exclude $2128.06 million of minimum lease payments for leases signed, but not commenced.

910

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

The following table summarizes other information related to the Company’s operating leases as of and for the respective periods:

		Thirty-nine weeks ended
	Thirteen weeks ended
		November 2,				October 28,
		May 3,				May 4,
		2024				2023
		2025				2024
	(dollars in thousands)	~~(dollars in thousands)~~
Cash paid for operating leases	$	$33,543	~~86,796~~		$	$28,167	~~77,630~~
Operating lease cost		32,157	~~84,716~~			27,241	~~77,100~~
Variable lease cost		4,504	~~13,310~~			3,846	~~9,182~~
Non-cash right-of-use assets obtained in exchange for lease obligations		94,952	~~89,914~~			7,022	~~52,108~~
Weighted-average remaining lease term		78.36 years				6.64 years
Weighted-average discount rate		4.4	~~4.2~~%	%		4.0	~~3.8~~%	%

(5) ~~Commitments and Contingencies~~

Commitments and Contingencies

Contingencies

From ~~Legal~~time to time, the Company may be involved in claims and legal actions that arise in the ordinary course of its business. The Company cannot predict the outcome of any claim or legal action to which it is a party. However, the Company does not believe that an unfavorable decision of any of the current claims or legal actions against it, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity, or capital resources. ~~Matters~~

~~From time to time, the Company may be~~ involved in claims and legal actions that arise in the ordinary course of its business. The Company cannot predict the outcome of any litigation or suit to which it is a party. However, the Company does not believe that an unfavorable decision (6) of any of the current claims or legal actions against it, individually or in the aggregate, will have a material adverse effect on its financial position, results of operations, liquidity or capital resources.

~~(6)~~ Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consists of the following:

		November 2,			February 3,			October 28,
		May 3,			February 1,			May 4,
		2024			2024			2023
		2025			2025			2024
	(in thousands)	~~(in thousands)~~
Compensation and benefits	$	$19,287	~~23,116~~	$	$20,605	~~20,535~~	$	$16,907	~~18,359~~
Deferred revenue		16,772	~~14,103~~		16,006	~~12,809~~		13,622	~~11,789~~
Sales and use taxes		12,312	~~12,770~~		9,034	~~10,234~~		11,321	~~10,833~~
Insurance		8,646	~~9,349~~		8,495	~~9,671~~		10,540	~~11,316~~
Advertising			5,092			1,780			6,959
Freight		7,917			7,258			5,404
Real estate		5,739	~~4,719~~		5,114	~~4,680~~		4,557	~~6,025~~
Freight			3,208			4,359			2,885
Advertising		3,493			2,178			6,346
Other		21,072	~~19,415~~		19,165	~~18,827~~		19,167	~~19,452~~
	$	$95,238	~~91,772~~	$	$87,855	~~82,895~~	$	$87,864	~~87,618~~

1011

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

(7) Debt Obligations and Financing Arrangements

Long-term debt consists of finance leases.

The Company’s credit facility (the “Credit Facility”) provides for a five-year $100.0 million revolving credit facility, which includes a $45.0 million sub-facility for letters of credit and a $25.0 million sub-facility for swingline loans (the “Revolving Credit Facility”). In addition, the Company may at any time add term loan facilities or additional revolving commitments up to $150.0 million pursuant to terms and conditions set out in the Credit Facility. On January 9, 2024, the Company refinanced its credit facility (the “Credit Facility”), pursuant to which the maturity date for any loans under the revolving credit facility was extended for a period of five years from the effective date of January 9, 2024 and a zero percent (0.0%) interest rate floor was added to the option for the SOFR Loan Rate (as defined in the Amendment). Loans under the Revolving Credit Facility mature on January 9, 2029.

As a result of the anticipated discontinuation of LIBOR in 2023, on January 24, 2023, the Company amended its Credit Facility to replace the LIBOR-based interest rates included therein with SOFR-based interest rates and to modify the provisions for determining an alternative rate of interest upon the occurrence of certain events relating to the availability of interest rate benchmarks. The interest rates for the Credit Facility are calculated as follows: for ABR Loans, the highest of the Prime Rate, the Federal Funds Effective Rate plus 0.50% and Term SOFR with a term of one-month in effect on such day plus the SOFR Spread Adjustment plus 1.0%, plus the Applicable Margin, or, for SOFR Loans, the SOFR Loan Rate plus the Applicable Margin plus the SOFR Spread Adjustment. The Applicable Margin will vary from 0.00% to 0.50% for an ABR Loan and 1.00% to 1.50% for a SOFR Loan, based on availability under the Credit Facility. The SOFR Loan Rate is subject to a 0% floor.

Under the terms of the Revolving Credit Facility, as of ~~November~~May 23, ~~2024~~2025, the Company could borrow up to 90.0% of the most recent appraised value (valued at cost, discounted for the current net orderly liquidation value) of its eligible inventory, as defined, up to $100.0 million.

As of ~~November~~May 23, ~~2024~~2025, the Company had no outstanding borrowings under the Revolving Credit Facility, with $9291.19 million of borrowing availability, outstanding letters of credit commitments of $7.79 million and $0.2 million of rent reserves. The Revolving Credit Facility also contains a variable unused line fee ranging from 0.125% to 0.250% per annum.

The Credit Facility is collateralized by the Company’s assets and equity and contains a financial covenant, as well as certain business covenants, including restrictions on dividend payments, which the Company must comply with during the term of the agreement. The financial covenant is a consolidated fixed charge coverage ratio test of at least 1.0 to 1.0 applicable during a covenant period, based on reference to availability. The Company was in compliance with all terms of the Credit Facility during the ~~thirty-nine~~ thirteen weeks ended ~~November~~May 23, ~~2024~~2025.

The provisions of the Credit Facility restrict all of the net assets of the Company’s consolidated subsidiaries, which constitutes all of the net assets on the Company’s consolidated balance sheet as of ~~November~~May 23, ~~2024~~2025, from being used to pay any dividends or make other restricted payments to the Company without prior written consent from the financial institutions that are a party to the Credit Facility, subject to material exceptions including ~~pro~~proforma ~~forma~~ compliance with the applicable conditions described in the Credit Facility.

(8) ~~Income Taxes~~

~~The~~ Income ~~effective tax rates for each of the thirteen weeks ended November 2, 2024 and October 28, 2023 were 26.1%, respectively.~~Taxes

The effective income tax ~~rates~~rate for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024 ~~were~~was 2422.60% and 2523.18%, respectively. The decrease in the effective income tax rate for the thirteen weeks ended May 3, 2025 compared to May 4, 2024 was driven by the impact of discrete items recognized, primarily excess tax benefits related to stock-based compensation, in the thirteen weeks ended May 3, 2025.

1112

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

The Company is subject to tax in the United States. The Company files a consolidated U.S. income tax return for federal income tax purposes. The Company is no longer subject to income tax examinations by U.S. federal, or state and local tax authorities for tax years ~~2018~~2020 and prior.

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. However, the outcome of tax audits cannot be predicted with certainty. If any issues arise as a result of a tax audit, and are resolved in a manner not consistent with management’s expectations, the Company could be required to adjust its provision for income taxes in the period such resolution occurs.

(9) ~~Equity Incentive Plans~~

Equity Incentive Plans

During fiscal 2012, Ollie’s established an equity incentive plan (the “2012 Plan”), under which stock options were granted to executive officers and key employees as deemed appropriate under the provisions of the 2012 Plan, with an exercise price at the fair value of the underlying stock on the date of grant. The vesting period for options granted under the 2012 Plan is five years (20% ratably per year). Options granted under the 2012 Plan are subject to employment for vesting, expire 10 years from the date of grant, and are not transferable other than upon death. As of July 15, 2015, the date of the pricing of the Company’s initial public offering, no additional equity grants will be made under the 2012 Plan.

In connection with its initial public offering, the Company adopted the 2015 equity incentive plan (the “2015 Plan”) pursuant to which the Company’s Board of Directors may grant stock options, restricted shares, or other awards to employees, directors and consultants. The 2015 Plan allows for the issuance of up to 5,250,000 shares. Awards will be made pursuant to agreements and may be subject to vesting and other restrictions as determined by the Board of Directors or the Compensation Committee of the Board. The Company uses authorized and unissued shares to satisfy share award exercises. As of ~~November~~May 23, ~~2024~~2025, there were 1,~~678~~472,~~136~~647 shares available for grant under the 2015 Plan.

Stock Options

The exercise price for stock options is determined at the fair value of the underlying stock on the date of grant. The vesting period for awards granted under the 2015 Plan is generally set at four years (25% ratably per year). Awards are subject to employment for vesting, expire 10 years from the date of grant, and are not transferable other than upon death.

A summary of the Company’s stock option activity and related information for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 follows:

								Weighted
		Number of options				Weightedaverageexerciseprice		Weightedaverageremaining contractual term (years)
						Weighted		average
	(in thousands, except share and per share amounts)
						average		remaining
Outstanding at February 1, 2025		783,663			$	61.85
		Number				exercise		contractual
Granted		99,718				111.16
		of options				price		term (years)
Forfeited		(1,988	)			65.57
		(in thousands, except share and per share amounts)
Exercised		(97,915	)			62.86
Outstanding at February 3, 2024			1,119,484			$	56.71
Outstanding at May 3, 2025		783,478				67.99		7.0
Granted			126,683				75.37
Exercisable at May 3, 2025		440,900				62.08		5.8
Forfeited			(6,974	)			66.42
Exercised			(326,202	)			53.56
Outstanding at November 2, 2024			912,991				60.35		6.6
Exercisable at November 2, 2024			487,311				58.96		5.2

1213

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

The weighted average grant date fair value per option for options granted during the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024 was $3953.2780 and $2938.0769, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model that used the weighted average assumptions in the following table:

	Thirty-nine weeks ended
	Thirteen weeks ended
	November 2,			October 28,
		May 3,			May 4,
	2024			2023
		2025			2024
Risk-free interest rate		4.2708	%		34.3628	%
Expected dividend yield		-—			-—
Expected life (years)	~~6.25 years~~	5.32 years		~~6.25 years~~	6.25 years
Expected volatility		4748.6320	%		47.1663	%

~~The~~To estimate the expected life of stock options ~~is estimated using the “simplified method~~,” as the Company ~~does~~uses ~~not~~its ~~have sufficient~~ historical information to develop reasonable ~~expectations~~expectation about future exercise patterns and post-vesting employment termination behavior for its stock option grants. ~~The~~ ~~simplified method is based on the average of the vesting tranches and the contractual life of each grant.~~ For expected volatility, the Company uses its historical information over the expected life of the option granted to calculate the fair value of option grants. The risk-free interest rate is based on U.S. Treasury notes with a term approximating the expected life of the option.

Restricted Stock Units

Restricted stock units (“RSUs”) are issued at the closing price of the Company’s common stock on the date of grant. RSUs outstanding generally vest ratably over four years or cliff vest in one or four years. Awards are subject to employment for vesting and are not transferable other than upon death.

A summary of the Company’s RSU activity and related information for the ~~thirty-nine~~thirteen weeks ended ~~November~~May 23, ~~2024~~2025 is as follows:

				~~Weighted~~	Weighted
				~~average~~	average
	~~Number~~	Number		~~grant date~~	grant date
	~~of shares~~	of shares		~~fair value~~	fair value
Non-vested balance at February 3, 2024		350,804		$	53.94
Non-vested balance at February 1, 2025		385,122		$	62.89
Granted		~~173~~119,~~158~~564			74113.8814
Forfeited		(135,~~420~~090	)		6070.6619
Vested		(~~119~~138,~~195~~036	)		5461.1361
Non-vested balance at November 2, 2024		391,347			62.91
Non-vested balance at May 3, 2025		361,560			79.89

Stock-Based Compensation Expense

The compensation cost for stock options and RSUs which have been recorded within selling, general, and administrative expenses related to the Company’s equity incentive plans was $3.62 million and $3.01 million for the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 and ~~October~~May ~~28, 2023, respectively, and $10.~~4 ~~million and $9.0 million for the thirty-nine weeks ended November 2~~, 2024 ~~and October 28~~, ~~2023,~~ respectively.

As of ~~November~~May 23, ~~2024~~2025, there was $2834.7 million of total unrecognized compensation cost related to non-vested stock-based compensation arrangements. That cost is expected to be recognized over a weighted average period of 23.60 years. Compensation costs related to awards are recognized using the straight-line method.

1314

~~OLLIE~~Ollie’Ss BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

~~November~~May 23, ~~2024~~2025 and ~~October~~May 284, ~~2023~~2024

(Unaudited)

(10) Common Stock

Common Stock

The Company’s capital structure consists of a single class of common stock with one vote per share. The Company has authorized 500,000,000 shares at $0.001 par value per share. Additionally, the Company has authorized 50,000,000 shares of preferred stock at $0.001 ~~per~~par value per share; to date, however, no preferred shares have been issued. Treasury stock, which consists of the Company’s common stock, is accounted for using the cost method.

Share Repurchase Program

The shares to be repurchased may be purchased from time to time in open market ~~transactions~~conditions (including blocks), privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, issuer self-tender offers, or any combination of the foregoing. The timing of repurchases and the actual amount purchased will depend on a variety of factors, including the market price of the Company’s shares, general market, economic and business conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow the Company to purchase its shares during periods when it otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from cash on hand or through the utilization of the Company’s Revolving Credit Facility. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by the Company’s Board of Directors at any ~~time.~~ During the thirty-nine weeks ended November 2, 2024, the Company repurchased 587,633 shares of its common stock for $47.3 million, inclusive of transaction costs, pursuant to its share repurchase program. These expenditures were funded by cash on hand. As of November 2, 2024, the Company had $38.4 million remaining under its share repurchase authorization. There can be no assurance that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be discontinued at any time.

~~(11)~~ ~~Transactions~~During ~~with~~the ~~Affiliated~~thirteen ~~and~~weeks ~~Related~~ended ~~Parties~~May 3, 2025, the Company repurchased 159,757 shares of its common stock for $17.1 million, inclusive of transaction costs, pursuant to its share repurchase program. These expenditures were funded by cash on hand. As of May 3, 2025, the Company had $315.5 million remaining under its share repurchase authorization. There can be no assurance that any additional repurchases will be completed, or as to the timing or amount of any repurchases. The share repurchase program may be discontinued at any time.

~~During the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively, the Company~~ ~~purchased inventory of $0.5 million and $1.2~~ (11) ~~million, respectively, from a subsidiary of Hillman Solutions, Inc. where John Swygert, Chief Executive Officer of Ollie’s, is a member of its Board of Directors.~~

14 Segment Reporting and Entity-Wide Information

~~Index~~ For purposes of the disclosure requirements for segments of a business enterprise, it has been determined that the Company is comprised of one operating segment and one reportable segment. The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer. The CODM regularly reviews operations and financial performance at a consolidated level, for purposes of assessing performance and allocating resources.

The CODM uses net income to allocate resources for the single segment to make decisions regarding annual budget, new store openings, landlord and vendor negotiations, marketing decisions, pursuing new business ventures, and driving the Company's values. The CODM reviews asset information on a consolidated basis.

Ollie’s BARGAIN OUTLET HOLDINGS, INC. AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

May 3, 2025 and May 4, 2024

(Unaudited)

The following table summarizes the percentage of net sales by each product group for each period presented:


	Thirteen weeks ended
	May 3,				May 4,
	2025				2024
	(in thousands
Consumables ⁽¹⁾	$	188,910	32.8	%	$	163,295	32.1	%
Home ⁽¹⁾		172,672	29.9	%		151,832	29.8	%
Seasonal		102,483	17.8	%		95,711	18.8	%
Other		112,702	19.5	%		97,980	19.3	%
Total	$	576,767	100.0	%	$	508,818	100.0	%


(1)	In fiscal 2024, the Company reclassified certain products out of the Home category and into the Consumables category. These products included cleaning supplies, floor care, and other products such as paper goods. Prior periods have been adjusted for comparability.

Our single segment net sales, net income, and significant expenses are as follows for the thirteen weeks ended May 3, 2025 and May 4, 2024:


		May 3,			May 4,
		2025			2024
Net sales	$	576,767		$	508,818
Cost of sales		339,736			299,460
Selling, general, and administrative expenses other		112,522			95,783
Occupancy		33,430			29,398
Advertising expenses ⁽¹⁾		15,716			14,089
Depreciation and amortization expenses ⁽²⁾		9,357			7,716
Stock-based compensation expense		3,164			3,149
Pre-opening expenses		6,656			2,726
Interest income, net		(4,788	)		(4,301	)
Income tax expense		13,414			14,456
Segment income		47,560			46,342

Reconciliation of profit or loss:
Adjustments and reconciling items		-			-
Consolidated net income	$	47,560		$	46,342


(1)	Expenses reported in operating expenses excludes advertising expenses recorded in pre-opening.
(2)	Expenses reported in operating expenses excludes depreciation and amortization recorded in cost of sales.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the financial condition and results of our operations should be read together with the financial statements and related notes of Ollie’s Bargain Outlet Holdings, Inc. included in Item 1 of this Quarterly Report on Form 10-Q and with our audited financial statements and the related notes included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on March 2726, ~~2024~~2025 (“Annual Report”). As used in this Quarterly Report on Form 10-Q, except where the context otherwise requires or where otherwise indicated, the terms “Ollie’s,” the “Company,” “we,” “our,” and “us” refer to Ollie’s Bargain Outlet Holdings, Inc. and subsidiaries.

We operate on a fiscal calendar widely used by the retail industry that results in a fiscal year consisting of a 52- or 53-week period ending on the Saturday nearer to January 31st of the following year. References to “~~2024~~2025” refer to the 52-week period of February 42, ~~2024~~2025 to ~~February~~January 131, ~~2025~~2026. References to “~~2023~~2024” refer to the 5352-week period of ~~January~~February 294, ~~2023~~2024 to February 31, ~~2024~~2025. References to the “~~third~~first quarter of fiscal ~~2024~~2025” and the “~~third~~first quarter of fiscal ~~2023~~2024” refer to the thirteen weeks of ~~August~~February ~~4, 2024 to November~~ 2, ~~2024~~2025 ~~and July 30, 2023~~ to ~~October~~ ~~28,~~May ~~2023~~3, ~~respectively. Year-to-date~~2025 ~~periods ended November 2, 2024~~ and ~~October 28, 2023 refer to the thirty-nine weeks of~~ February 4, 2024 to ~~November~~May 24, 2024 ~~and January 29~~, ~~2023 to October 28, 2023,~~ respectively. Historical results are not necessarily indicative of the results to be expected for any future period and results for any interim period may not necessarily be indicative of the results that may be expected for a full year.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “could,” “may,” “might,” “will,” “likely,” “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” “continues,” “projects,” and similar references to future periods, prospects, financial performance, and industry outlook. Forward-looking statements are based on our current expectations and assumptions regarding our business, capital market conditions, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national or global political, economic, business, competitive, market and regulatory conditions, including, but not limited to, supply chain challenges, legislation, national trade policy, and the following: our failure to adequately procure and manage our inventory, anticipate consumer demand, or achieve favorable product margins; changes in consumer confidence and spending; risks associated with our status as a “brick and mortar” only retailer; risks associated with intense competition; our failure to open new profitable stores, or successfully enter new markets, on a timely basis or at all; fluctuations in comparable store sales and results of operations, including on a quarterly basis; factors such as inflation, cost increases and energy prices; the risks associated with doing business with international manufacturers and suppliers including, but not limited to, potential increases in tariffs on imported goods; our inability to operate our stores due to civil unrest and related protests or disturbances; our failure to properly hire and to retain key personnel and other qualified personnel; changes in market levels of wages; risks associated with cybersecurity events, and the timely and effective deployment, protection, and defense of computer networks and other electronic systems, including e-mail; our inability to obtain favorable lease terms for our properties; 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; risks associated with our lack of operations in the growing online retail marketplace; risks associated with litigation, the expense of defense, and potential for adverse outcomes; our inability to successfully develop or implement our marketing, advertising, and promotional efforts; the seasonal nature of our business; risks associated with natural disasters, whether or not caused by climate change; outbreak of viruses, global health epidemics, pandemics, or widespread illness~~, including the continued impact of COVID-19 and continuing or renewed regulatory responses thereto~~; changes in government regulations, procedures, and requirements; and our ability to service indebtedness and to comply with our financial covenants together with each of the other factors set forth under “Item 1A -– Risk Factors” contained herein and in our filings with the SEC, including our Annual Report. Any forward-looking statement made by us in this Quarterly Report on Form 10-Q speaks only as of the date on which such statement is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law. You are advised, however, to consult any further disclosures we make on related subjects in our public announcements and SEC filings.

1517

Overview

Ollie’s is aAmerica’s ~~highly~~largest ~~differentiated~~retailer of closeout merchandise and ~~fast-growing,~~excess ~~extreme~~inventory. ~~value~~Our ~~retailer~~stores ofsell name brand ~~name~~household ~~merchandise~~related atitems ~~drastically~~that ~~reduced~~consumers use in their everyday lives at prices that are typically 20% to 70% below traditional retailers. Known for our assortment of products offered as “Good Stuff Cheap®,” we offer customers a broad selection of brand name products, including housewares, bed and bath, food, floor coverings, health and beauty aids, books and stationery, toys, and electronics. Our differentiated go-to market strategy is characterized by a unique, fun and engaging treasure hunt shopping experience, compelling customer value proposition and witty, humorous in-store signage and advertising campaigns.

Our Growth Strategy

Since the founding of Ollie’s in 1982, our principal growth strategy has been the opening of new stores. Historically, we have ~~grown~~expanded ~~organically~~our store base by ~~backfilling~~opening ~~existing~~new ~~markets~~stores ~~and~~organically. ~~leveraging~~ More recently, we also have opportunistically expanded our ~~brand~~store ~~awareness,~~base ~~marketing~~through ~~and~~acquiring ~~infrastructure~~former tostore ~~expand~~locations ~~into~~of ~~new~~distressed ~~markets~~or inbankrupt ~~contiguous~~retailers ~~states~~through the bankruptcy auction or similar process. ~~More~~ ~~recently,~~Our wegrowth ~~have~~strategy ~~expanded~~continuously ~~through~~evaluates ~~acquiring~~the ~~former~~best 99opportunities ~~Cents~~in ~~Only~~the marketplace and ~~Big~~combines ~~Lots~~organic ~~stores~~new store openings with the acquisition of store locations through alternative means. We follow a ~~bankruptcy~~contiguous ~~auction~~unit ~~process~~growth strategy that combines backfilling existing markets and states with entering new markets and states in a contiguous manner. As of ~~November 2,~~May ~~2024~~3, 2025 we ~~operated~~have agrown ~~total~~to of584 ~~546~~ stores ~~located~~ in 3132 states.

Our stores are supported by four distribution centers, one each in York, PA, Commerce, GA, Lancaster, TX, and Princeton, IL. In the first quarter of fiscal 2023, the Company acquired land in Princeton, IL, for the construction of its fourth distribution center and broke ground on construction of our 615,000 square feet facility in April 2023. We completed the construction of ~~the~~our Princeton, IL distribution center in the second quarter of 2024 and began shipping product in July 2024. With the addition of our fourth distribution center, we believe our distribution capabilities will support up to 750 stores.

We have invested in our associates, infrastructure, distribution network and information systems to allow us to continue to rapidly grow our store footprint, including:

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

• growing ~~adding~~our ~~members~~merchant buying team to increase our ~~senior~~access ~~management~~to ~~team~~brand name/closeout merchandise;

~~• expanding the capacity of our distribution centers to their current 3.0 million square feet with the completion of our fourth distribution center in Princeton, IL; and~~ ●

• adding ~~investing~~members into ~~information~~our ~~technology,~~senior ~~accounting, and warehouse~~ management ~~systems.~~team;

●

expanding the capacity of our distribution centers to their current 3.0 million square feet; and

●

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

Our business model has produced consistent and predictable store growth over the past several years, during both strong and weaker economic cycles. We plan to continue to enhance our competitive positioning and drive growth in sales and profitability by executing on the following strategies:

~~• growing our store base;~~ ●

• growing ~~increasing~~ our ~~offerings~~store ~~of great bargains~~base; ~~and~~

~~• leveraging and expanding Ollie’s Army.~~ ●

increasing our offerings of great bargains; and

●

leveraging and expanding Ollie’s Army.

We have a proven portable, flexible, and highly profitable store model that has produced consistent financial results and returns. Our new store model targets a store size between 25,000 to 35,000 square feet and an average initial cash investment of approximately $1.0 million, which includes store fixtures and equipment, store-level and distribution center inventory (net of payables), and pre-opening expenses. We target new store sales of approximately $4.0 million in their first full year of operations.

1618

While we are focused on driving comparable store sales and managing our expenses, our revenue and profitability growth will primarily come from opening new stores. The core elements of our business model are procuring great deals, offering extreme values to our customers, and creating consistent, predictable store growth and margins. In addition, our new stores generally open strong, immediately contributing to the growth in net sales and profitability of our business. We plan to achieve continued net sales growth, including comparable stores sales, by adding stores to our store base and by continuing to provide quality merchandise at a value for our customers as we scale and gain more access to purchase directly from major manufacturers. We also plan to leverage and expand our Ollie’s Army database marketing strategies. In addition, we plan to continue to manage our selling, general, and administrative expenses (“SG&A”) by continuing to make process improvements and by maintaining our ~~strong~~standard ~~expense~~policy ~~control~~of ~~discipline~~reviewing our operating costs.

Our ability to grow and our results of operations may be impacted by additional factors and uncertainties, such as consumer spending habits, which are subject to macroeconomic conditions and changes in discretionary income. Our customers’ discretionary income is primarily impacted by gas prices, wages, rising interest rates, inflation, and consumer trends and preferences, which fluctuate depending on the environment. The potential consolidation of our competitors or other changes in our competitive landscape could also impact our results of operations or our ability to grow, even though we compete with a broad range of retailers.

Our key competitive advantage is our direct buying relationships with many major manufacturers, wholesalers, distributors, brokers, and retailers for our brand name closeout products and unbranded goods. We also augment our product mix with private label brands. As we continue to grow, we believe our increased scale will provide us with even greater access to brand name closeout products as major manufacturers seek a single buyer to acquire an entire deal.

How We Assess the Performance of Our Business and Key Line Items

We consider a variety of financial and operating measures in assessing the performance of our business. The key measures we use are number of new stores, net sales, comparable store sales, gross profit and gross margin, SG&A, pre-opening expenses, operating income, EBITDA and Adjusted EBITDA.

Number of New Stores

The number of new stores reflects the number of stores opened during a particular reporting period. Before we open new stores, we incur pre-opening expenses described below under “Pre-Opening Expenses” and we make an initial investment in inventory. We also make initial capital investments in fixtures and equipment, which we amortize over time.

We expect new store growth to be the primary driver of our sales growth. Our initial lease terms are approximately seven years with options to renew for three to five successive five-year periods. Our portable and predictable real estate model focuses on backfilling existing markets and entering new markets in contiguous states. Our new stores often open with higher sales levels as a result of greater advertising and promotional spend in connection with grand opening events, but decline shortly thereafter to our new store model levels.

Net Sales

Ollie’s recognizes retail sales in its stores when merchandise is sold and the customer takes possession of the merchandise. Also included in net sales is revenue allocated to certain redeemed discounts earned via the Ollie’s Army loyalty program and gift card breakage. Net sales are presented net of returns and sales tax. Net sales consist of sales from comparable stores and non-comparable stores, described below under “Comparable Store Sales.” Growth of our net sales is primarily driven by expansion of our store base in existing and new markets. As we continue to grow, we believe we will have greater access to brand name and closeout merchandise and an increased deal selection, resulting in more potential offerings for our customers. Net sales are impacted by product mix, merchandise mix and availability, as well as promotional activities and the spending habits of our customers. Our broad selection of offerings across diverse product categories supports growth in net sales by attracting new customers, which results in higher spending levels and frequency of shopping visits from our customers, including Ollie’s Army members.

1719

The spending habits of our customers are subject to macroeconomic conditions and changes in discretionary income. Our customers’ discretionary income is primarily impacted by gas prices, wages, inflation, and consumer trends and preferences, which fluctuate depending on the environment. However, because we offer a broad selection of merchandise at extreme values, we believe we are less impacted than other retailers by economic cycles that correspond with declines in general consumer spending habits. We believe we also benefit from periods of increased consumer spending.

Comparable Store Sales

Comparable store sales measure performance of a store during the current reporting period against the performance of the same store in the corresponding period of the previous year. Comparable store sales consist of net sales from our stores beginning on the first day of the sixteenth full fiscal month following the store’s opening, which is when we believe comparability is achieved. Comparable store sales are impacted by the same factors that impact net sales.

We define comparable stores to be stores that:

~~• have been remodeled while remaining open;~~ ●

• have ~~are~~been ~~closed~~remodeled ~~for~~while ~~five~~remaining ~~or fewer days in any fiscal month~~open;

~~• are closed temporarily and relocated within their respective trade areas; and~~ ●

• are ~~have~~closed ~~expanded,~~for ~~but~~five ~~are~~or ~~not~~fewer ~~significantly~~days ~~different~~ in ~~size,~~any ~~within~~fiscal ~~their current locations.~~month;

●

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

●

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

Non-comparable store sales consist of new store sales and sales for stores not open for a full 15 months. Stores which are closed temporarily, but for more than five days in any fiscal month, are included in non-comparable store sales beginning in the fiscal month in which the temporary closure begins until the first full month of operation once the store re-opens, at which time they are included in comparable store sales.

Opening new stores is the primary component of our growth strategy and as we continue to execute on our growth strategy, we expect a significant portion of our sales growth will be attributable to non-comparable store sales. Accordingly, comparable store sales are only one measure we use to assess the success of our growth strategy.

Gross Profit and Gross Margin

Gross profit is equal to our net sales less our cost of sales. Cost of sales includes merchandise costs, inventory markdowns, shrinkage and transportation, distribution and warehousing costs, including depreciation. Gross margin is gross profit as a percentage of our net sales. Gross margin is a measure used by management to indicate whether we are selling merchandise at an appropriate gross profit.

In addition, our gross margin is impacted by product mix, as some products generally provide higher gross margins, by our merchandise mix and availability, and by our merchandise cost, which can vary.

Our gross profit is variable in nature and generally follows changes in net sales. We regularly analyze the components of gross profit, as well as gross margin. Specifically, our product margin and merchandise mix is reviewed by our merchant team and senior management, ensuring strict adherence to internal margin goals. Our disciplined buying approach has produced consistent gross margins and we believe helps to mitigate adverse impacts on gross profit and results of operation.

The components of our cost of sales may not be comparable to the components of cost of sales or similar measures of our competitors and other retailers. As a result, our gross profit and gross margin may not be comparable to similar data made available by our competitors and other retailers.

1820

Selling, General, and Administrative Expenses

SG&A ~~are~~is comprised of payroll and benefits for store, field support, and support center associates. SG&A also ~~include~~includes marketing and advertising expense, occupancy costs for stores and the store support center, insurance, corporate infrastructure, and other general expenses. The components of our SG&A remain relatively consistent per store and for each new store opening. The components of our SG&A may not be comparable to the components of similar measures of other retailers. Consolidated SG&A generally increase as we grow our store base and as our net sales increase. A significant portion of our expenses isare primarily fixed in nature, and we expect to continue to maintain strict discipline while carefully monitoring SG&A as a percentage of net sales. We expect that our SG&A will continue to increase in future periods with future growth.

The components of our SG&A may not be comparable to the components of SG&A or similar measures of our competitors and other retailers. As a result, our SG&A may not be comparable to similar data made available by our competitors and other retailers.

Depreciation and Amortization Expenses

Property and equipment are stated at original cost less accumulated depreciation and amortization. Depreciation and amortization expenses are calculated over the estimated useful lives of the related assets, or in the case of leasehold improvements, the lesser of the useful lives or the remaining term of the lease. Expenditures for additions, renewals, and betterments are capitalized; expenditures for maintenance and repairs are charged to expense as incurred. Depreciation and amortization are computed on the straight-line method for financial reporting purposes. Depreciation as it relates to our distribution centers is included within cost of sales on the condensed consolidated statements of income.

Pre-Opening Expenses

Pre-opening expenses consist of expenses of opening new stores and distribution centers, as well as store remodel and closing costs. For opening new stores, pre-opening expenses include grand opening advertising costs, payroll expenses, travel expenses, employee training costs, rent expenses, and store setup costs. Pre-opening expenses for new stores are expensed as they are incurred, which is typically within 30 to 45 days of opening a new store. For opening distribution centers, pre-opening expenses primarily include inventory transportation costs, employee travel expenses, and occupancy costs. Store remodel costs primarily consist of payroll expenses, travel expenses, and store setup costs expensed as they are incurred. Store closing costs primarily consist of insurance deductibles, rent, and store payroll.

Operating Income

Operating income is gross profit less SG&A, depreciation and amortization, and pre-opening expenses. Operating income excludes net interest income or expense, and income tax expense or benefit. We use operating income as an indicator of the productivity of our business and our ability to manage expenses.

EBITDA and Adjusted EBITDA

EBITDA and Adjusted EBITDA are key metrics used by management and our Board to assess our financial performance. EBITDA and Adjusted EBITDA are also frequently used by analysts, investors, and other interested parties to evaluate companies in our industry. We use Adjusted EBITDA to supplement U.S. generally accepted accounting principles (“GAAP”) measures of performance to evaluate the effectiveness of our business strategies, to make budgeting decisions, to evaluate our performance in connection with compensation decisions and to compare our performance against that of other peer companies using similar measures. Management believes it is useful to investors and analysts to evaluate these non-GAAP measures on the same basis as management uses to evaluate the Company’s operating results. We believe that excluding items from operating income, net income and net income per diluted share that may not be indicative of, or are unrelated to, our core operating results, and that may vary in frequency or magnitude, enhances the comparability of our results and provides a better baseline for analyzing trends in our business.

19 We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses and income taxes. Adjusted EBITDA represents EBITDA as further adjusted for non-cash stock-based compensation expense and gains on insurance settlements. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. EBITDA 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. In the future we may incur expenses or charges such as those added back to calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items. For further discussion of EBITDA and Adjusted EBITDA and for reconciliations of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA, see “Results of Operations.”

Index

We define EBITDA as net income before net interest income or expense, depreciation and amortization expenses and income taxes. Adjusted EBITDA represents EBITDA as further adjusted for non-cash stock-based compensation expense. EBITDA and Adjusted EBITDA are non-GAAP measures and may not be comparable to similar measures reported by other companies. EBITDA 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. In the future we may incur expenses or charges such as those added back to calculate Adjusted EBITDA. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these items. For further discussion of EBITDA and Adjusted EBITDA and for reconciliations of net income, the most directly comparable GAAP measure, to EBITDA and Adjusted EBITDA, see “Results of Operations.”

Factors Affecting the Comparability of our Results of Operations

Our results over the past two years have been affected by the following factors, which must be understood in order to assess the comparability of our period-to-period financial performance and condition.

Historical Results

Historical results are not necessarily indicative of the results to be expected for any future period.

Store Openings and Closings

We opened 2425 new stores ~~and~~in ~~closed three stores, two closures where~~ the ~~Company~~first ~~chose~~quarter ~~not~~of tofiscal ~~renew~~2025 ~~the leases~~ and ~~one~~opened ~~temporary~~4 ~~closure~~new ~~related~~stores ~~to Hurricane Helene,~~ in the ~~third~~first quarter of fiscal 2024. In ~~and~~connection ~~opened~~with 23these ~~new~~store ~~stores~~openings inand ~~the~~closings, ~~third~~we ~~quarter~~incurred expenses of ~~fiscal 2023~~$6.7 Wemillion ~~opened~~and 37$2.7 ~~new~~million ~~stores~~in ~~and~~the ~~closed~~respective ~~three~~periods. ~~stores~~Additionally, in the ~~thirty-nine~~first ~~weeks~~quarter ~~ended~~of ~~November~~fiscal 22025, ~~2024~~we ~~and~~incurred ~~opened~~$1.8 38million ~~new~~of ~~stores~~dark ~~and~~rent ~~closed~~associated ~~one~~with ~~store~~the inbankruptcy ~~the~~acquired ~~thirty-nine~~stores, ~~weeks ended~~included ~~October~~within ~~28,~~pre-opening ~~2023~~expenses.

Seasonality

Our business is seasonal in nature and demand is generally the highest in our fourth fiscal quarter due to the holiday sales season. To prepare for the holiday sales season, we must order and keep in stock more merchandise than we carry during other times of the year and generally engage in additional marketing efforts. We expect inventory levels, along with accounts payable and accrued expenses, to reach their highest levels in our third and fourth fiscal quarters in anticipation of increased net sales during the holiday sales season. As a result of this seasonality, and generally because of variation in consumer spending habits, we experience fluctuations in net sales and working capital requirements during the year. Because we offer a broad selection of merchandise at extreme values, we believe we are less impacted than other retailers by economic cycles which correspond with declines in general consumer spending habits, and we believe we still benefit from periods of increased consumer spending.

2022

Results of Operations

The following tables summarize key components of our results of operations for the periods indicated, both in dollars and as a percentage of our net sales.

We derived the condensed consolidated statements of income for the ~~thirteen~~first ~~and~~quarter ~~thirty-nine~~of ~~weeks~~fiscal ~~ended~~2025 ~~November~~and 2,the ~~2024~~first ~~and~~quarter ~~October~~of ~~28,~~fiscal ~~2023~~2024 from our unaudited condensed consolidated financial statements and related notes. Our historical results are not necessarily indicative of the results that may be expected in the future.

	Thirteen weeks ended	~~Thirteen weeks ended~~							~~Thirty-nine weeks ended~~
		November 2,				October 28,			November 2,			October 28,
		May 3,				May 4,
		2024				2023			2024			2023
		2025				2024
	( dollars in thousands)	~~( dollars in thousands)~~
Condensed consolidated statements of income data:
Net sales	$	$576,767	~~517,428~~		$	$508,818	~~480,050~~		$	~~1,604,621~~		$	~~1,453,713~~
Cost of sales		339,736	~~302,969~~			299,460	~~285,939~~			~~961,773~~			~~884,347~~
Gross profit		237,031	~~214,459~~			209,358	~~194,111~~			~~642,848~~			~~569,366~~
Selling, general, and administrative expenses			154,467				141,684			442,559			406,575
Selling, general and administrative expenses		164,832				142,419
Depreciation and amortization expenses		9,357	~~8,296~~			7,716	~~7,065~~			~~24,016~~			~~20,203~~
Pre-opening expenses		6,656	~~7,174~~			2,726	~~6,293~~			~~14,495~~			~~12,443~~
Operating income		56,186	~~44,522~~			56,497	~~39,069~~			~~161,778~~			~~130,145~~
Interest income, net			(4,028	)			(3,977	)		(12,257	)		(10,054	)
Interest (income), net		(4,788	)			(4,301	)
Income before income taxes		60,974	~~48,550~~			60,798	~~43,046~~			~~174,035~~			~~140,199~~
Income tax expense		13,414	~~12,666~~			14,456	~~11,243~~			~~42,827~~			~~35,235~~
Net income	$	$47,560	~~35,884~~		$	$46,342	~~31,803~~		$	~~131,208~~		$	~~104,964~~
Percentage of net sales (1):
Percentage of net sales: (1)
Net sales		100.0	~~100.0~~%	%		100.0	~~100.0~~%	%		~~100.0~~	%		~~100.0~~	%
Cost of sales		58.9	~~58.6~~			58.9	~~59.6~~			~~59.9~~			~~60.8~~
Gross profit		41.1	~~41.4~~			41.1	~~40.4~~			~~40.1~~			~~39.2~~
Selling, general, and administrative expenses			29.9				29.5			27.6			28.0
Selling, general and administrative expenses		28.6				28.0
Depreciation and amortization expenses		1.6	~~1.6~~			1.5	~~1.5~~			~~1.5~~			~~1.4~~
Pre-opening expenses		1.2	~~1.4~~			0.5	~~1.3~~			~~0.9~~			~~0.9~~
Operating income		9.7	~~8.6~~			11.1	~~8.1~~			~~10.1~~			~~9.0~~
Interest income, net			(0.8	)			(0.8	)		(0.8	)		(0.7	)
Interest (income), net		(0.8	)			(0.8	)
Income before income taxes		10.6	~~9.4~~			11.9	~~9.0~~			~~10.8~~			~~9.6~~
Income tax expense		2.3	~~2.4~~			2.8	~~2.3~~			~~2.7~~			~~2.4~~
Net income		8.2	~~6.9~~%	%		9.1	~~6.6~~%	%		~~8.2~~	%		~~7.2~~	%
Select operating data:
New store openings			24				23			37			38
Number of new stores		25				4
Number of closed stores			(3	)			—			(3	)		(1	)
Number of stores open at end of period		584				516
Number of stores open at end of period			546				505			546			505
Average net sales per store (2)	$	1,005			$	993
Average net sales per store (2)		$	965			$	970		$	3,071		$	3,014
Comparable stores sales change		2.6	%			3.0	%
Comparable stores sales change			(0.5	)%			7.0	%		2.8	%		6.5	%

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


(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.

~~(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.~~23

Index

The following table provides a reconciliation of our net income to Adjusted EBITDA for the periods presented:

	Thirteen weeks ended	~~Thirteen weeks ended~~							~~Thirty-nine weeks ended~~
		November 2,				October 28,			November 2,			October 28,
		May 3,				May 4,
		2024				2023			2024			2023
		2025				2024
		( dollars in thousands)
	(in thousands)
Net income	$	$47,560	~~35,884~~		$	$46,342	~~31,803~~		$	~~131,208~~		$	~~104,964~~
Interest income, net			(4,028	)			(3,977	)		(12,257	)		(10,054	)
Interest (income), net		(4,788	)			(4,301	)
Depreciation and amortization expenses (1)			11,712				9,051			31,536			25,417
Depreciation and amortization expenses		12,809				9,785
Income tax expense		13,414	~~12,666~~			14,456	~~11,243~~			~~42,827~~			~~35,235~~
EBITDA		68,995	~~56,234~~			66,282	~~48,120~~			~~193,314~~			~~155,562~~
Non-cash stock-based compensation expense		3,164	~~3,606~~			3,149	~~3,004~~			~~10,407~~			~~9,008~~
Adjusted EBITDA	$	$72,159	~~59,840~~		$	$69,431	~~51,124~~		$	~~203,721~~		$	~~164,570~~


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

~~Third~~ First Quarter of Fiscal ~~2024~~2025 Compared to ~~Third~~First Quarter of Fiscal ~~2023~~2024

Net Sales

Net sales increased to $~~517~~576.48 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $~~480~~508.18 million in the ~~third~~first quarter of fiscal ~~2023~~2024, an increase of $3767.49 million, or 713.84%. The increase in net sales was the result of anew ~~non-comparable~~ store ~~sales~~unit ~~increase~~growth ofin ~~$39.8~~addition ~~million,~~to ~~partially offset by~~ a ~~decrease in~~ comparable store sales increase of $2.~~5 million~~6%. ~~The increase in non-comparable store sales was driven by new store unit growth.~~

Comparable store sales ~~decreased~~increased 02.56% in the ~~third~~first quarter of fiscal ~~2024~~2025 compared with a 73.0% increase in the ~~third~~first quarter of fiscal ~~2023~~2024. The ~~decrease~~increase in comparable store sales was ~~due~~driven toby ~~a slight~~an ~~decline~~increase in the number of transactions ~~and average transaction size~~.

Gross Profit and Gross Margin

Gross profit increased to $~~214~~237.50 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $~~194~~209.14 million in the ~~third~~first quarter of fiscal ~~2023, an increase of $20~~2024.3 ~~million, or 10.5%.~~ Gross margin ~~increased~~ ~~100~~remained ~~basis~~flat ~~points~~at to 41.41% in the ~~third~~first quarter of fiscal ~~2024~~2025 ~~from~~and ~~40.4%~~2024, ~~in the third quarter of fiscal 2023~~respectively. ~~The~~ Gross ~~increase in gross~~ margin in the ~~third~~first quarter of fiscal ~~2024~~2025 was ~~primarily~~the ~~due~~result toof favorable supply chain costs~~, partially~~ offset by lower merchandise margin ~~from~~driven ~~the~~by ~~higher~~changes ~~mix~~in ~~of consumer staples~~mix.

Selling, General, and Administrative Expenses

SG&A increased to $~~154~~164.58 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $~~141~~142.74 million in the ~~third~~first quarter of fiscal ~~2023~~2024, an increase of $1222.84 million, or 915.07%, primarily driven by higher selling expenses related to new store ~~openings~~growth. As a percentage of net sales, SG&A increased ~~40 basis points~~ to 2928.96% in the ~~third~~first quarter of fiscal ~~2024~~2025 compared to 2928.50% in the ~~third~~first quarter of fiscal ~~2023,~~2024 ~~due~~driven toprimarily ~~deleverage~~by ~~of fixed~~higher ~~expenses~~medical ~~associated~~and ~~with~~casualty ~~the decrease in comparable store sales~~claims.

Pre-Opening Expenses

Pre-opening expenses increased to $76.27 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $62.37 million in the ~~third~~first quarter of fiscal ~~2023~~2024 ~~due~~primarily todriven ~~increased~~by ~~costs~~new ~~associated~~store ~~with the recently acquired former 99 Cents Only~~ growth and ~~Big~~$1.8 ~~Lots~~million ~~store~~of ~~locations,~~dark asrent ~~well~~associated aswith ~~timing~~the ofbankruptcy ~~our~~acquired ~~planned new store openings~~stores. We opened 2425 ~~stores~~new ~~and closed three~~ stores, ~~two planned closures and one temporary closure related to Hurricane Helene~~ in the ~~third~~ first quarter of fiscal ~~2024~~2025 and opened 234 new stores in the ~~third~~first quarter of fiscal ~~2023~~2024. As a percentage of net sales, pre-opening expenses increased to 1.42% in the ~~third~~first quarter of fiscal ~~2024~~2025 compared ~~from~~to 10.35% in the ~~third~~first quarter of fiscal ~~2023~~2024.

2224

Interest Income, Net

~~Interest~~ Net interest income, was $4.8 million in the first quarter of fiscal 2025 compared with net ~~remained~~interest ~~flat~~income atof $4.03 million in the ~~third~~first ~~quarters~~quarter of fiscal 2024. ~~and~~The increase in interest income in the first quarter of fiscal ~~2023,~~2025 ~~respectively~~is primarily due to higher average cash and cash equivalent and investments balances compared to the first quarter of fiscal 2024.

Income Tax Expense

Income tax expense ~~increased~~decreased to $1213.74 million in the ~~third~~first quarter of fiscal ~~2024~~2025 compared to $1114.25 million in the ~~third~~first quarter of fiscal ~~2023~~2024. The effective tax ~~rate~~rates for the ~~third~~first quarters of fiscal ~~2024~~2025 and fiscal ~~2023~~2024 ~~was~~were 2622.10% and 23.8%, respectively. The ~~effective~~decrease ~~income~~in the effective tax rate ~~differed~~in ~~from~~ the ~~federal~~first ~~statutory~~quarter ~~rate,~~of fiscal 2025 was primarily due to ~~the~~an ~~effect~~increase ofin ~~state~~excess ~~taxes and discrete~~ tax benefits ~~primarily~~ related to stock-based compensation. Discrete tax benefits totaled $02.3 million in the ~~third~~first quarter of fiscal ~~2024~~2025 compared to discrete tax benefits of $01.1 million in the ~~third~~first quarter of fiscal ~~2023~~2024.

Net Income

As a result of the foregoing, net income increased to $3547.96 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $3146.83 million in the ~~third~~first quarter of fiscal ~~2023~~2024, an increase of $4.1.2 million or 12 2.86%.

Adjusted EBITDA

Adjusted EBITDA increased to $5972.82 million in the ~~third~~first quarter of fiscal ~~2024~~2025 from $5169.14 million in the ~~third~~first quarter of fiscal ~~2023~~2024, an increase of $82.7 million, or 173.09%.

Year-to-Date Fiscal 2024 Compared to Year-to-Date Fiscal 2023

Net Sales

Net sales increased to $1.605 billion in the thirty-nine weeks ended November 2, 2024 from $1.454 billion in the thirty-nine weeks ended October 28, 2023, an increase of $151.0 million, or 10.4%. The increase was the result of a non-comparable store sales increase of $110.6 million and an increase in comparable store sales of $40.4 million. The increase in non-comparable store sales was driven by new store unit growth.

Comparable store sales increased 2.8% in the thirty-nine weeks ended November 2, 2024 compared with a 6.5% increase in the thirty-nine weeks ended October 28, 2023. The increase in comparable store sales primarily consisted of an increase in basket and an increase in the number of transactions.

Gross Profit and Gross Margin

Gross profit increased to $642.8 million in the thirty-nine weeks ended November 2, 2024 from $569.4 million in the thirty-nine weeks ended October 28, 2023. Gross margin increased 90 basis points to 40.1% in the thirty-nine weeks ended November 2, 2024 from 39.2% in the thirty-nine weeks ended October 28, 2023. The increase in gross margin in the thirty-nine weeks ended November 2, 2024 was primarily due to favorable supply chain costs as well as higher merchandise margins.

Selling, General, and Administrative Expenses

SG&A increased to $442.6 million in the thirty-nine weeks ended November 2, 2024 from $406.6 million in the thirty-nine weeks ended October 28, 2023, an increase of $36.0 million, or 8.9%, primarily driven by higher selling expenses related to new store openings. As a percentage of net sales, SG&A decreased 40 basis points to 27.6% in the thirty-nine weeks ended November 2, 2024 from 28.0% in the thirty-nine weeks ended October 28, 2023. The decrease was primarily the result of leverage of fixed expenses on the increase in comparable store sales and disciplined expense control.

Pre-Opening Expenses

Pre-opening expenses increased to $14.5 million in the thirty-nine weeks ended November 2, 2024 from $12.4 million in the thirty-nine weeks ended October 28, 2023 primarily due to the costs associated with the startup of the Company’s fourth distribution center in Princeton, IL as well as the comparative number of new stores. During the thirty-nine weeks ended November 2, 2024, we opened 37 new stores and closed three stores, two planned closures and one temporary closure related to Hurricane Helene. During the thirty-nine weeks ended October 28, 2023, we opened 38 new stores and closed one store. As a percentage of net sales, pre-opening expenses remained flat at 0.9% in the thirty-nine weeks ended November 2, 2024 and October 28, 2023, respectively.

Index

Interest Income, Net

Interest income, net increased to $12.3 million in the thirty-nine weeks ended November 2, 2024 from $10.1 million in the thirty-nine weeks ended October 28, 2023, primarily due to favorable interest rates and higher average cash and cash equivalent and short-term investments balances.

Income Tax Expense

Income tax expense in the thirty-nine weeks ended November 2, 2024 was $42.8 million compared to income tax expense of $35.2 million in the thirty-nine weeks ended October 28, 2023. The effective tax rates for the thirty-nine weeks ended November 2, 2024 and October 28, 2023 were 24.6% and 25.1%, respectively. The decrease in the effective tax rate in the thirty-nine weeks ended November 2, 2024 was primarily due to an increase in discrete tax benefits related to stock-based compensation. Discrete tax benefits totaled $2.2 million in the thirty-nine weeks ended November 2, 2024 compared to discrete tax benefits of $0.7 million in the thirty-nine weeks ended October 28, 2023.

Net Income

As a result of the foregoing, net income increased to $131.2 million in the thirty-nine weeks ended November 2, 2024 from $105.0 million in the thirty-nine weeks ended October 28, 2023, an increase of $26.2 million or 25.0%.

Adjusted EBITDA

Adjusted EBITDA increased to $203.7 million in the thirty-nine weeks ended November 2, 2024 from $164.6 million in the thirty-nine weeks ended October 28, 2023, an increase of $39.1 million, or 23.8%.

Liquidity and Capital Resources

Overview

Our primary sources of liquidity are net cash flows provided by operating activities and available borrowings under our $100.0 million Revolving Credit Facility. Our primary cash needs are for capital expenditures and working capital. As of ~~November~~May 23, ~~2024~~2025, we had $9291.19 million available to borrow under our Revolving Credit Facility, ~~and~~ $~~303~~369.95 million of cash and cash equivalents and short-term investments on hand. For further information regarding our Revolving Credit Facility, see Note 7 under “Notes to Unaudited Condensed Consolidated Financial Statements.”

Our capital expenditures are primarily related to new store openings, lease acquisitions and related build-out costs, store resets, which consist of improvements to stores as they are needed, expenditures related to our distribution centers, and infrastructure-related investments, including investments related to upgrading and maintaining our information technology systems. We spent $3126.07 million and $3626.19 million for capital expenditures during the ~~third~~first quarters of fiscal ~~2024~~ 2025 and fiscal ~~2023~~2024, respectively. ~~For~~We ~~the~~opened ~~thirty-nine~~25 ~~weeks~~new ~~ended~~stores ~~November~~during ~~2, 2024, we spent $96.2 million for capital expenditures compared to $81.4 million for~~ the ~~thirty-nine~~first ~~weeks~~quarter ~~ended October 28, 2023. Included in capital expenditures in the thirty-nine weeks ended November 2, 2024, is approximately $15.8 million for the acquisition~~ of ~~ten~~fiscal ~~former 99 Cents Only Store locations and fifteen former Big Lots store leases~~2025. ~~Of the ten 99 Cents Only store locations, three of these are~~ owned properties and seven are leased properties with favorable rent and leasing structures, located in key markets across Texas. With the acquisition, we expect our total capital expenditures to be approximately $104 million, which includes the $14.6 million purchase price and build out costs for the newly acquired locations.

We Capital ~~expect to fund capital~~ expenditures ~~from~~in ~~cash~~2025 onare ~~hand~~planned ~~generated from operations. We opened 37 new stores and closed three stores, two closures where the Company chose not~~ to ~~renew~~be ~~the~~approximately ~~leases and~~$83 ~~one temporary closure related~~ to ~~Hurricane~~$88 ~~Helene~~million, ~~during~~primarily ~~the~~for ~~thirty-nine weeks ended November 2, 2024, and we recently completed~~ the ~~construction~~opening of ~~our~~75 ~~Princeton,~~new ~~IL distribution center~~stores, ~~which provides an additional 615,000 square feet of distribution capacity. We expect to open approximately 50 stores during fiscal 2024. We also expect to invest in~~ store-level initiatives at our existing stores, ~~and~~as well as general corporate capital expenditures, including information technology. We have experienced, and may continue to experience, delays in construction and permitting of new stores and other projects.

Index

Our primary working capital requirements are for the purchase of merchandise inventories, payroll, store rent associated with our operating leases, other store operating costs, distribution costs, and general and administrative costs. Our working capital requirements fluctuate during the year, rising in our third fiscal quarter as we increase quantities of inventory in anticipation of our peak holiday sales season in our fourth fiscal quarter. Fluctuations in working capital are also driven by the timing of new store openings.

Historically, we have funded our capital expenditures and working capital requirements during the fiscal year with cash flows from operations.

A financial instrument which potentially subjects the Company to a concentration of credit risk is cash. Ollie’s currently maintains its day-to-day operating cash balances with major financial institutions. The Company’s operating cash balances are in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. From time to time, Ollie’s invests temporary excess cash in overnight investments with expected minimal volatility, such as money market funds. Although the Company maintains balances which exceed the FDIC insured limit, it has not experienced any losses related to these balances.

We believe our cash and cash equivalents and short-term investments position, net cash provided by operating activities and availability under our Revolving Credit Facility will be adequate to finance our planned capital expenditures, working capital requirements, debt service and other financing activities over the next 12 months. If cash provided by operating activities and borrowings under our Revolving Credit Facility are not sufficient or available to meet our capital requirements, we will then be required to obtain additional equity or debt financing in the future. There can be no assurance equity or debt financing will be available to us when needed or, if available, the terms will be satisfactory to us and not dilutive to our then-current stockholders.

Share Repurchase Program

On Between December 15, 2020, and November 30, 2023, the Company’s Board of Directors ofapproved ~~the~~and ~~Company~~ authorized the repurchase of up to $~~100~~400.0 million of shares of the Company’s common stock. Onthrough ~~March~~three ~~16,~~separate ~~2021~~approvals, ~~the~~set ~~Board~~to ofexpire ~~Directors of~~March ~~the~~31, ~~Company~~2026. ~~authorized~~On anMarch ~~increase~~19, of2025, ~~$100.0 million in~~ the Company’s ~~share~~Board ~~repurchase~~of ~~program,~~Directors ~~resulting in $200.0 million~~ approved ~~for~~a new share ~~repurchases~~repurchase ~~through~~authorization ~~January 13, 2023. On November 30, 2021, the Board~~ of ~~Directors of the Company authorized~~ an additional $~~200~~300.0 million toof ~~repurchase stock pursuant to~~ the Company’s ~~share~~outstanding ~~repurchase~~common ~~program~~stock, ~~expiring~~effective onthrough ~~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~~2029. The shares to be repurchased may be purchased from time to time in open market conditions (including blocks), ~~or in~~ privately negotiated transactions, accelerated share repurchase programs or other derivative transactions, issuer self-tender offers or any combination of the foregoing. The timing of repurchases and the actual amount purchased will depend on a variety of factors, including the market price of our shares, general market, economic, and business conditions, and other corporate considerations. Repurchases may be made pursuant to plans intended to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, which could allow us to purchase our shares during periods when we otherwise might be prevented from doing so under insider trading laws or because of self-imposed trading blackout periods. Repurchases are expected to be funded from cash on hand or through the utilization of our Revolving Credit Facility. The repurchase authorization does not require the purchase of a specific number of shares and is subject to suspension or termination by our Board of Directors at any time.

During the ~~thirty-nine~~first ~~weeks~~quarter ~~ended~~of ~~November~~fiscal 22025, ~~2024,~~ we repurchased ~~587~~159,~~633~~757 shares of our common stock for $4717.31 million, inclusive of transaction costs, pursuant to our share repurchase program. During the ~~thirty-nine~~first ~~weeks~~quarter ~~ended~~of ~~October~~fiscal 282024, ~~2023,~~ we repurchased ~~634~~336,~~733~~ 934 shares of our common stock for $3925.80 million ~~inclusive of transaction costs, pursuant to our share repurchase program~~. These expenditures were funded by cash generated from operations. As of ~~November~~May 23, ~~2024~~2025, we had $38315.45 million remaining under our share repurchase authorization. There can be no assurances that any additional repurchases will be completed, or as to the timing or amount of any repurchases.

2526

Summary of Cash Flows

A summary of our cash flows from operating, investing, and financing activities is presented in the following table:

		Thirty-nine weeks ended
	Thirteen weeks ended
		November 2,				October 28,
		May 3,				May 4,
		2024				2023
		2025				2024
	(in thousands)	~~(in thousands)~~
Net cash provided by operating activities	$	$28,702	~~79,694~~		$	$40,184	~~110,861~~
Net cash used in investing activities		(18,266	~~(183,446~~)	)		(68,515	~~(125,301~~)	)
Net cash used in financing activities		(16,541	~~(33,825~~)	)		(25,681	~~(36,601~~)	)
Net decrease in cash and cash equivalents	$	$(6,105	~~(137,577~~)	)	$	$(54,012	~~(51,041~~)	)

Cash Provided by Operating Activities

Net cash provided by operating activities in the first quarter of fiscal 2025 was $7928.7 million ~~for~~as ~~the~~compared ~~thirty-nine~~to ~~weeks~~net ~~ended~~cash ~~November~~provided 2,by ~~2024~~operating asactivities ~~compared~~of to $~~110~~40.92 million ~~for~~in the ~~thirty-nine~~first ~~weeks~~quarter ~~ended~~of ~~October~~fiscal ~~28, 2023~~2024. The decrease in net cash provided by operating activities ~~for~~in the ~~thirty-nine~~first ~~weeks~~quarter ~~ended~~of ~~November~~fiscal 2,2025 ~~2024~~ was primarily due to changes in working capital, most notably the timing of ~~inventory~~merchandise ~~receipts and~~ payments, ~~including tax payments,~~ partially offset by higher net income year over year.

Cash Used in Investing Activities

Net cash used in investing activities ~~was~~in ~~$183.4~~the ~~million~~first ~~for~~quarters ~~the~~of ~~thirty-nine~~fiscal ~~weeks~~2025 ~~ended~~and ~~November~~fiscal 2, 2024 aswas ~~compared to~~ $~~125~~18.3 million ~~for~~and ~~the~~$68.5 ~~thirty-nine weeks ended October 28~~million, ~~2023~~respectively. The ~~increase~~ decrease in cash used in investing activities is primarily due to anreduced ~~increase~~net ininvestment ~~capital~~of ~~expenditures~~investments in the ~~current~~first ~~year~~quarter ~~related~~of fiscal 2025 as compared to the ~~completion~~first quarter of ~~the~~fiscal ~~Company’s~~2024. ~~fourth~~In ~~distribution~~the ~~center~~first inquarter ~~Princeton,~~of ~~IL,~~fiscal ~~the~~2025 ~~acquisition~~purchases of ~~ten~~investments ~~former~~were ~~99 Cents~~$119.0 ~~Only~~million ~~Store~~offset ~~locations~~with ~~and~~maturities ~~the~~of ~~acquisition~~investments of 15$127.4 ~~former~~million. ~~Big~~In ~~Lots~~the ~~store~~first ~~leases,~~quarter inof ~~addition~~fiscal to2024, ~~increased~~purchases ~~net investment~~ of short-term investments ~~thirty-nine~~were ~~weeks~~$96.0 ~~ended~~million ~~November~~offset 2,with ~~2024~~maturities asof ~~compared to the thirty~~short-~~nine~~term ~~weeks~~investments ~~ended~~of ~~October~~$54.3 ~~28, 2023~~million.

Cash Used in Financing Activities

Net cash used in financing activities in the first quarters of fiscal 2025 and fiscal 2024 was $3316.85 million ~~for~~and ~~the~~$25.7 ~~thirty-nine~~million, ~~weeks~~respectively. ~~ended~~The ~~November~~decrease 2,in ~~2024~~cash asused ~~compared~~in financing activities is primarily due to ~~$36.6~~a ~~million~~decrease ~~for~~in the ~~thirty-nine~~shares ~~weeks~~repurchased ~~ended~~in ~~October~~the ~~28,~~first ~~2023.~~quarter ~~The decrease~~of ~~was~~fiscal ~~primarily~~2025 ~~due~~of $17.1 million compared to an$25.0 ~~increase~~million in the ~~repurchase~~first quarter of ~~common~~fiscal ~~stock~~2024, partially offset by an increase in the proceeds from stock option exercises inand ~~the~~vesting ~~thirty-nine~~of ~~weeks~~restricted ~~ended~~stock ~~November~~of $6.2, ~~2024~~million in the first quarter of fiscal 2025 as compared towith ~~the~~proceeds ~~thirty-nine~~of ~~weeks~~$2.5 ~~ended October~~million ~~28,~~in ~~2023~~the first quarter of 2024.

Contractual Obligations

We enter into long-term contractual obligations and commitments in the normal course of business, primarily operating leases. Except as set forth in Note 4 of the accompanying unaudited condensed consolidated financial statements, there have been no material changes to our contractual obligations as disclosed in our Annual Report, other than those which occur in the ordinary course of business.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. There have been no significant changes in the significant accounting policies and estimates.

2627

Recently Issued Accounting Pronouncements

Not applicable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are subject to interest rate risk in connection with borrowings under our Revolving Credit Facility, which bears interest at variable rates. As of ~~November~~May 23, ~~2024~~2025, we had no outstanding variable rate debt.

As of ~~November~~May 23, ~~2024~~2025, there were no material changes in the market risks described in the “Quantitative and Qualitative Disclosure of Market Risks” section of our Annual Report.

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our historical results of operations and financial condition have been immaterial. We cannot be assured that our results of operations and financial condition will not be materially impacted by inflation in the future.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is: (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the ~~third~~first quarter of fiscal ~~2024~~2025 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

2728

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time we may be involved in claims and legal actions that arise in the ordinary course of our business. We cannot predict the outcome of any litigation or suit to which we are a party. However, we do not believe that an unfavorable decision of any of the current claims or legal actions against us, individually or in the aggregate, will have a material adverse effect on our financial position, results of operations, liquidity or capital resources.

ITEM 1A. RISK FACTORS

See Item 1A in our Annual Report for a detailed description of risk factors affecting the Company. There have been no material changes from the risk factors previously disclosed in that filing.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Information on Share Repurchases

Information regarding shares of common stock the Company repurchased during the thirteen weeks ended ~~November~~May 23, ~~2024~~2025 is as follows:

Period	Total ~~number~~numberof ofsharesrepurchased ~~shares repurchased~~ (1)		Average price paid per share (2)		Total number ofofshares ~~shares~~purchasedas ~~purchased as~~ part of publicly announced ~~plans~~plansor or programs (3)		Approximate dollar value of shares that may yet be ~~purchased~~purchasedunder ~~under~~ the plans or programs (3)
August 4, 2024 through August 31, 2024		54,991	$	93.59		54,991	$	49,059,786
February 2, 2025 through March 1, 2025		51,499		103.81		51,499	$	27,263,134
September 1, 2024 through October 5, 2024		55,932	$	95.92		55,932	$	43,704,239
March 2, 2025 through April 5, 2025		62,851		106.95		62,851	$	320,525,359
October 6, 2024 through November 2, 2024		58,436	$	93.04		58,436	$	38,395,894
April 6, 2025 through May 3, 2025		45,407		109.01		45,407	$	315,539,207
Total		~~169~~159,~~359~~757				~~169~~159,~~359~~757

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

~~(2)~~ Consists ~~Includes~~of ~~commissions for the~~ shares repurchased under the publicly announced share repurchase program.

(3) On December 15, 2020, the Board of Directors authorized the repurchase of up to $100.00 million of shares of the Company’s common stock. On March 16, 2021, the Board of Directors of the Company authorized an increase of $100.0 million in the Company’s share repurchase program resulting in $200.0 million approved for share repurchases through January 13, 2023. On November 30, 2021, the Board of Directors of the Company 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 Board of Directors of the Company 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 November 2, 2024, the Company had $38.4 million remaining under its share repurchase program. For further discussion on the share repurchase program, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.”)

Includes commissions for the shares repurchased under the share repurchase program.

(3) Between December 15, 2020, and November 30, 2023, the Company’s Board of Directors approved and authorized the repurchase of up to $400.0 million of shares of the Company’s common stock through three separate approvals, set to expire March 31, 2026. On March 19, 2025, the Company’s Board of Directors approved a new share repurchase authorization of an additional $300.0 million of the Company’s outstanding common stock, effective through March 31, 2029. Shares to be repurchased are subject to the same considerations regarding timing and amount of repurchases as the initial authorization. As of May 3, 2025, the Company had $315.5 million remaining under its share repurchase program. For further discussion on the share repurchase program, see “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, Liquidity and Capital Resources, Share Repurchase Program.”

ITEM 5. OTHER INFORMATION

Trading Arrangements of Directors and Executive Officers

During the quarter ended ~~November~~May 23, ~~2024~~2025, no director or officer of the Company entered into, modified, or terminated a “Rule 10b5-1(c) trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in ~~Item~~item 408(a) of Regulation S-K.

2829

ITEM 6. EXHIBITS


Exhibit No.		Description of Exhibits

*31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

*32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

*32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

**101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

**101.SCH		Inline XBRL Taxonomy Extension Schema Document.

**101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.

**101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.

**101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.

**101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.

**104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

† Previously filed.

* Filed herewith.

** Submitted electronically with this Report.

2930

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 thereunto duly authorized.

	OLLIE’S BARGAIN OUTLET HOLDINGS, INC.
Date: December 10, 2024		/s/ Robert Helm
			Robert Helm
			Executive Vice President and Chief Financial Officer
			(Principal Financial and Accounting Officer)


	OLLIE’S BARGAIN OUTLET HOLDINGS, INC.


Date: June 3, 2025	/s/ Robert Helm

	Robert Helm
	Executive Vice President and Chief Financial Officer
	(Principal Financial and Accounting Officer)

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