UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number
(Exact name of registrant as specified in its charter)
|
||
(State or Other Jurisdiction of Incorporation or Organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
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.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
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.
☒ |
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 registrant had
BURLINGTON STORES, INC.
INDEX
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
BURLINGTON STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(All amounts in thousands, except per share data)
|
|
Three Months Ended |
|
|||||
|
|
April 29, |
|
|
April 30, |
|
||
|
|
2023 |
|
|
2022 |
|
||
REVENUES: |
|
|
|
|
|
|
||
|
$ |
|
|
$ |
|
|||
Other revenue |
|
|
|
|
|
|
||
Total revenue |
|
|
|
|
|
|
||
COSTS AND EXPENSES: |
|
|
|
|
|
|
||
Cost of sales |
|
|
|
|
|
|
||
Selling, general and administrative expenses |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Impairment charges - long-lived assets |
|
|
|
|
|
|
||
Other income - net |
|
|
( |
) |
|
|
( |
) |
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Total costs and expenses |
|
|
|
|
|
|
||
Income before income tax expense |
|
|
|
|
|
|
||
Income tax expense |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Net income per common share: |
|
|
|
|
|
|
||
Common stock - basic |
|
$ |
|
|
$ |
|
||
Common stock - diluted |
|
$ |
|
|
$ |
|
||
Weighted average number of common shares: |
|
|
|
|
|
|
||
Common stock - basic |
|
|
|
|
|
|
||
Common stock - diluted |
|
|
|
|
|
|
||
See Notes to Condensed Consolidated Financial Statements.
3
BURLINGTON STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(All amounts in thousands)
|
|
Three Months Ended |
|
|||||
|
|
April 29, |
|
|
April 30, |
|
||
|
|
2023 |
|
|
2022 |
|
||
|
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Other comprehensive income, net of tax: |
|
|
|
|
|
|
||
Interest rate derivative contracts: |
|
|
|
|
|
|
||
Net unrealized gain arising during the period |
|
|
|
|
|
|
||
Net reclassification into earnings during the period |
|
|
( |
) |
|
|
|
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
||
Total comprehensive income |
|
$ |
|
|
$ |
|
||
See Notes to Condensed Consolidated Financial Statements.
4
BURLINGTON STORES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(All amounts in thousands, except share and per share data)
|
|
April 29, |
|
|
January 28, |
|
|
April 30, |
|
|||
|
|
2023 |
|
|
2023 |
|
|
2022 |
|
|||
ASSETS |
|
|
|
|
|
|
|
|
|
|||
Current assets: |
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Restricted cash and cash equivalents |
|
|
|
|
|
|
|
|
|
|||
Accounts receivable—net |
|
|
|
|
|
|
|
|
|
|||
Merchandise inventories |
|
|
|
|
|
|
|
|
|
|||
Assets held for disposal |
|
|
|
|
|
|
|
|
|
|||
Prepaid and other current assets |
|
|
|
|
|
|
|
|
|
|||
Total current assets |
|
|
|
|
|
|
|
|
|
|||
Property and equipment—net |
|
|
|
|
|
|
|
|
|
|||
Operating lease assets |
|
|
|
|
|
|
|
|
|
|||
Tradenames |
|
|
|
|
|
|
|
|
|
|||
Goodwill |
|
|
|
|
|
|
|
|
|
|||
Deferred tax assets |
|
|
|
|
|
|
|
|
|
|||
Other assets |
|
|
|
|
|
|
|
|
|
|||
Total assets |
|
$ |
|
|
$ |
|
|
$ |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
|
|||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|||
Accounts payable |
|
$ |
|
|
$ |
|
|
$ |
|
|||
Current operating lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Other current liabilities |
|
|
|
|
|
|
|
|
|
|||
Current maturities of long term debt |
|
|
|
|
|
|
|
|
|
|||
Total current liabilities |
|
|
|
|
|
|
|
|
|
|||
Long term debt |
|
|
|
|
|
|
|
|
|
|||
Long term operating lease liabilities |
|
|
|
|
|
|
|
|
|
|||
Other liabilities |
|
|
|
|
|
|
|
|
|
|||
Deferred tax liabilities |
|
|
|
|
|
|
|
|
|
|||
(Note 11) |
|
|
|
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|||
Preferred stock, $ |
|
|
|
|
|
|
|
|
|
|||
Common stock, $ |
|
|
|
|
|
|
|
|
|
|||
Authorized: |
|
|
|
|
|
|
|
|
|
|||
Issued: |
|
|
|
|
|
|
|
|
|
|||
Outstanding: |
|
|
|
|
|
|
|
|
|
|||
Additional paid-in-capital |
|
|
|
|
|
|
|
|
|
|||
Accumulated earnings |
|
|
|
|
|
|
|
|
|
|||
Accumulated other comprehensive income |
|
|
|
|
|
|
|
|
|
|||
Treasury stock, at cost |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Total stockholders' equity |
|
|
|
|
|
|
|
|
|
|||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
|
$ |
|
|||
See Notes to Condensed Consolidated Financial Statements.
5
BURLINGTON STORES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(All amounts in thousands)
|
|
Three Months Ended |
|
|||||
|
|
April 29, |
|
|
April 30, |
|
||
|
|
2023 |
|
|
2022 |
|
||
OPERATING ACTIVITIES |
|
|
|
|
|
|
||
Net income |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net income to net cash used in operating activities |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Impairment charges—long-lived assets |
|
|
|
|
|
|
||
Amortization of deferred financing costs |
|
|
|
|
|
|
||
Accretion of long term debt instruments |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
|
|
|
|
||
Loss on extinguishment of debt |
|
|
|
|
|
|
||
Non-cash stock compensation expense |
|
|
|
|
|
|
||
Non-cash lease expense |
|
|
( |
) |
|
|
( |
) |
Cash received from landlord allowances |
|
|
|
|
|
|
||
Changes in assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
Merchandise inventories |
|
|
( |
) |
|
|
( |
) |
Prepaid and other current assets |
|
|
( |
) |
|
|
|
|
Accounts payable |
|
|
( |
) |
|
|
( |
) |
Other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other long term assets and long term liabilities |
|
|
|
|
|
|
||
Other operating activities |
|
|
( |
) |
|
|
|
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
INVESTING ACTIVITIES |
|
|
|
|
|
|
||
Cash paid for property and equipment |
|
|
( |
) |
|
|
( |
) |
Lease acquisition costs |
|
|
( |
) |
|
|
— |
|
Proceeds from sale of property and equipment and assets held for sale |
|
|
|
|
|
— |
|
|
Other investing activities |
|
|
— |
|
|
|
( |
) |
Net cash used in investing activities |
|
|
( |
) |
|
|
( |
) |
FINANCING ACTIVITIES |
|
|
|
|
|
|
||
Principal payments on long term debt—Term B-6 Loans |
|
|
( |
) |
|
|
( |
) |
Principal payment on long term debt—Convertible Notes |
|
|
( |
) |
|
|
( |
) |
Purchase of treasury shares |
|
|
( |
) |
|
|
( |
) |
Proceeds from stock option exercises |
|
|
|
|
|
|
||
Other financing activities |
|
|
|
|
|
( |
) |
|
Net cash used in financing activities |
|
|
( |
) |
|
|
( |
) |
Decrease in cash, cash equivalents, restricted cash and restricted cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period |
|
|
|
|
|
|
||
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period |
|
$ |
|
|
$ |
|
||
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
||
Interest paid |
|
$ |
|
|
$ |
|
||
Income tax payments (refund) - net |
|
$ |
|
|
$ |
( |
) |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
||
Accrued purchases of property and equipment |
|
$ |
|
|
$ |
|
||
See Notes to Condensed Consolidated Financial Statements.
BURLINGTON STORES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 29, 2023
(Unaudited)
1. Summary of Significant Accounting Policies
Basis of Presentation
As of April 29, 2023, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated
These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated
6
Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (Fiscal 2022 10-K). The balance sheet at January 28, 2023 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2022 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended April 29, 2023 are not necessarily indicative of results for the fiscal year.
Accounting policies followed by the Company are described in Note 1, “Summary of Significant Accounting Policies,” included in Part II, Item 8 of the Fiscal 2022 10-K.
Fiscal Year
The Company defines its fiscal year as the 52- or 53-week period ending on the Saturday closest to January 31. Fiscal 2023 is defined as the 53-week year ending February 3, 2024 and Fiscal 2022 is defined as the 52-week year ended January 28, 2023. The first quarter of Fiscal 2023 and Fiscal 2022 each consist of 13 weeks.
Recently Adopted Accounting Standards
There were no new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements and notes thereto during the three month period ended April 29, 2023, and there were no new accounting standards or pronouncements that were issued but not yet effective as of April 29, 2023 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective.
2. Stockholders’ Equity
Activity for the three month periods ended April 29, 2023 and April 30, 2022 in the Company’s stockholders’ equity are summarized below:
|
|
(in thousands, except share data) |
|
|||||||||||||||||||||||||||||
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated |
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
(Loss) Income |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance at January 28, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
Net income |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Stock options exercised |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Shares used for tax withholding |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Shares purchased as part of publicly announced program, inclusive of $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Vesting of restricted shares |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Stock based compensation |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Unrealized gains on interest rate derivative contracts, net of related taxes of $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Amount reclassified from accumulated other comprehensive income into earnings, net of related tax benefit of $ |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Balance at April 29, 2023 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
||||||
7
|
|
(in thousands, except share data) |
|
|||||||||||||||||||||||||||||
|
|
Common Stock |
|
|
Additional |
|
|
Accumulated (Deficit) |
|
|
Accumulated |
|
|
Treasury Stock |
|
|
|
|
||||||||||||||
|
|
Shares |
|
|
Amount |
|
|
Capital |
|
|
Earnings |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
Total |
|
||||||||
Balance at January 29, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|||||||||||||||||||||