-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, S1mYCqvQxCv40TE2NW6PpDfsGt2QnE8L7JQf9Y7bCi20Rqh04SKBPvKuqAaCoNDR +kc9HTjbIQl0d5vxAgQRcg== 0000718916-94-000004.txt : 19940216 0000718916-94-000004.hdr.sgml : 19940216 ACCESSION NUMBER: 0000718916-94-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940101 FILED AS OF DATE: 19940215 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON COAT FACTORY WAREHOUSE CORP CENTRAL INDEX KEY: 0000718916 STANDARD INDUSTRIAL CLASSIFICATION: 5651 IRS NUMBER: 221970303 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 34 SEC FILE NUMBER: 001-08739 FILM NUMBER: 94508540 BUSINESS ADDRESS: STREET 1: 1830 RTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093877800 10-Q 1 QUARTERLY REPORT ON FORM 10-Q FORM 10-Q SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 (MARK ONE) [X] QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended January 1, 1994 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 No. 1-8739 Burlington Coat Factory Warehouse Corporation _____________________________________________________ (Exact name of registrant as specified in its charter) Delaware 22-1970303 - ------------------------------ ------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 1830 Route 130 North Burlington, New Jersey 08016 - ------------------------------ ------------------------------- (Address of principal executive (Zip Code) offices) Registrant's telephone number, including area code (609) 387-7800 Indicate by check mark whether the Registrant (1) has filed all reports required 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 X No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class Outstanding at February 7, 1994 - -------------------------- -------------------------------- Common stock, par value $1 41,067,746 Page 1 of 17 Pages BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES I N D E X Page Part I - Financial Information: Item 1. Financial Statements: Condensed consolidated balance sheets - 3 January 1, 1994 (unaudited), July 3, 1993 and December 26, 1992 (unaudited) Condensed consolidated statements of operations - six 4 and three months ended January 1, 1994 and December 26, 1992 (unaudited) Condensed consolidated statements of cash flows - 5 Six months ended January 1, 1994 and December 26, 1992 (unaudited) Notes to condensed consolidated financial statements 6-7 Item 2. Management's discussion and analysis of results 8 - 12 of operations and financial condition Part II - Other Information: Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and reports on Form 8-K SIGNATURES 14 Page 2 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (All amounts in thousands)
January 01, JULY 03, December 26, 1994 1993 1992 ASSETS ----------- ----------- ----------- - ------ Current Assets: Cash and Cash Equivalents $114,350 $34,881 $125,645 Short-Term Investments 33,057 16,421 24,661 Accounts Receivable 16,364 10,057 17,412 Merchandise Inventories 399,155 352,919 289,741 Deferred Tax Asset 4,982 4,441 4,278 Prepaid and Other Current Assets 3,933 16,641 4,470 -------- -------- -------- Total Current Assets 571,841 435,360 466,207 Property and Equipment Net of Accumulated Depreciation and Amortization 169,632 142,582 133,084 Other Assets 10,296 7,539 5,958 -------- -------- ------------- Total Assets $751,769 $585,481 $605,249 ======== ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities: Accounts Payable $179,691 $116,207 $101,713 Income Taxes Payable 21,371 5,758 16,307 Other Current Liabilities 70,320 38,169 66,128 Current Maturities of Long Term Debt 54 113 132 -------- -------- -------- Total Current Liabilities 271,436 160,247 184,280 Long Term Debt 91,399 91,428 91,454 Other Liabilities 6,617 5,379 5,220 Deferred Tax Liability 5,821 5,316 4,930 Stockholders' Equity: Unrealized Loss-Marketable Securities (11) (11) - Common Stock 41,071 41,028 40,911 Capital in Excess of Par Value 23,774 23,598 22,472 Retained Earnings 313,512 260,346 257,832 Less Treasury Stock at Cost (1,850) (1,850) (1,850) -------- -------- -------- Total Stockholders' Equity 376,496 323,111 319,365 -------- -------- -------- Total Liabilities and Stockholders' Equity $751,769 $585,481 $605,249 ======== ======== ========
See notes to the condensed consolidated financial statements. Page 3 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (All amounts in thousands except per share data)
SIX MONTHS ENDED THREE MONTHS ENDED JANUARY 01, DECEMBER 26, JANUARY 01, DECEMBER 26, 1994 1992 1994 1992 ---------------------------------------------------- REVENUES: Net Sales $866,635 $690,085 $625,420 $497,498 Other Income 5,457 7,279 3,246 4,290 ---------------------------------------------------- 872,092 697,364 628,666 501,788 ---------------------------------------------------- COSTS AND EXPENSES: Cost of Sales (Exclusive of Depreciation and Amortization) 562,266 450,424 406,496 326,071 Selling and Administrative Expenses 207,918 170,261 124,089 99,177 Depreciation and Amortization 11,217 8,649 5,638 4,819 Interest Expense 4,963 4,887 2,447 2,412 ---------------------------------------------------- 786,364 634,221 538,670 432,479 ---------------------------------------------------- Income Before Provision for Income Taxes and Cumulative Effect on Prior Years of Change in Accounting Principle 85,728 63,143 89,996 69,309 Provision For Income Taxes 32,562 23,355 33,914 25,632 ---------------------------------------------------- Income Before Cumulative Effect on Prior Years of Change in Accounting Principle 53,166 39,788 56,082 43,677 Cumulative Effect on Prior Years of Change in Accounting Principle (See Note 4) - 601 - - ---------------------------------------------------- Net Income $53,166 $40,389 $56,082 $43,677 ==================================================== Earnings Per Share: Income Per Share Before Cumulative Effect on Prior Years of Change in Accounting Principle $1.31 $0.98 $1.38 $1.07 Income Per Share From Cumulative Effect on Prior Years of Change in Accounting Principle - $0.02 - - ---------------------------------------------------- Net Income Per Share $1.31 $1.00 $1.38 $1.07 ==================================================== Weighted Average Shares Outstanding 40,608,266 40,448,232 40,617,979 40,661,988 ==================================================== Dividends Per Share - - - - ===== ===== ===== ===== See notes to the condensed consolidated financial statements.
* * * * * * * * * * * * Page 4 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (All amounts in thousands)
Six Months Ended January 1, December 26, 1994 1992 -------------------------- OPERATING ACTIVITIES Net Income $53,166 $40,389 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and Amortization 11,217 8,649 Provision for Deferred Income Taxes (36) (631) (Gain)Loss on Disposition of Fixed Assets (10) 73 Rent Expense and Other 1,253 2,469 Changes in Operating Assets and Liabilities,Net of Effect of Acquisition: Accounts Receivable (6,894) (10,570) Merchandise Inventories (40,144) (25,602) Prepaids and Other Current Assets 13,047 4,638 Accounts Payable 59,684 30,209 Other Current Liabilities 47,106 41,281 --------------------------- Net Cash Provided by Operating Activities 138,389 90,905 --------------------------- INVESTING ACTIVITIES Acquisition of Property and Equipment (38,274) (21,590) Short Term Investments-Net (16,636) 33,383 Proceeds From Sale of Fixed Assets 17 13 Issuance of Long Term Notes Receivable (1,339) - Receipts Against Long Term Notes Receivable 361 289 Proceeds From Sale of Investments - 10 Acquisition of Leasehold (2,000) (100) Minority Interest 603 79 Cash of Acquired Company, Net of Acquisition Costs 306 - Other 7 74 --------------------------- Net Cash (Used) Provided by Investing Activities (56,955) 12,158 --------------------------- FINANCING ACTIVITIES Principal Payments on Long Term Debt (88) (3,031) Issuance of Common Stock Upon Exercise of Stock Options 221 264 Repayments of Borrowings Under Line of Credit of Acquired Company (2,098) - --------------------------- Net Cash Used in Financing Activities (1,965) (2,767) --------------------------- Increase in Cash and Cash Equivalents 79,469 100,296 Cash and Cash Equivalents at Beginning of Period 34,881 25,349 --------------------------- Cash and Cash Equivalents at End of Period $114,350 $125,645 =========================== Interest Paid: $4,930 $4,954 Income Taxes Paid: $16,985 $11,765 =========================== See notes to the condensed consolidated financial statements.
Page 5 BURLINGTON COAT FACTORY WAREHOUSE AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS SIX AND THREE MONTHS ENDED JANUARY 1, 1994 AND DECEMBER 26, 1992 1. The condensed consolidated financial statements include the accounts of the Company and all its subsidiaries. All significant intercompany accounts and transactions have been eliminated. The accompanying financial statements are unaudited, but in the opinion of management reflect all adjustments, which include normal recurring accruals, necessary for a fair presentation of the results of operations for the interim period. Since the Company's business is seasonal in character, the operating results for the six and three months ended January 1, 1994 and the corresponding periods ended December 26, 1992 are not necessarily indicative of results for the fiscal year. 2. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on October 1, 1993. 3. Inventories as of January 1, 1994 and December 26, 1992 are stated at the lower of FIFO cost or market, as determined by the gross profit method. Inventories as of July 3, 1993 were valued by the retail inventory method. 4. During the quarter ended September 26, 1992, the Company adopted Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes." The Company reflected the cumulative effect on prior years of the change in accounting principle by recording a benefit of $.6 million ($.02 per share) during the first quarter of fiscal 1993. Under Statement No. 109, income taxes are recognized for (a) the amount of taxes payable or refundable for the current year, and (b) deferred tax liabilities and assets for the future tax consequences of events that have been recognized in the Company's financial statements or tax returns. The effects of income taxes are measured based on enacted tax law and rates. During the six-month period ended January 1, 1994, federal tax legislation was enacted that changed the income tax consequences for the Company. The principal provision of the new law which affects the Company was an increase in the federal statutory tax rate from 34% to 35%. The effect on current and deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. As a result, taxes currently payable and deferred tax liabilities increased by $.3 million. The effect, which decreased net income $.3 million, was recognized as a component of income tax expense in the six- month period ended January 1, 1994. Additionally, management has estimated that the effective tax rate will increase to approximately 38% in future periods. Page 6 As of January 1, 1994, the Company had a deferred tax liability of $5.8 million and a $5.0 million current deferred tax asset. Valuation allowances were not required. Deferred tax assets consisted primarily of certain operating costs, provisions for uncollectible receivables and certain inventory related costs not currently deductible for tax purposes. Deferred tax liabilities primarily reflected the excess of tax depreciation over book depreciation. 5. Licensee department sales, included in net sales, amounted to $10.6 million and $6.5 million for the six and three month periods ended January 1, 1994 respectively, compared with $10.0 million and $6.4 million for the similar periods of fiscal 1993. 6. Other current liabilities primarily consist of sales tax payable, accrued operating expenses, payroll taxes payable and other miscellaneous recurring and non-recurring items. 7. Certain reclassifications have been made to the prior year's condensed consolidated financial statements to conform to the classifications used in the current period. 8. On December 6, 1993, the Company acquired 100% ownership of a northeastern regional retail chain (Decelle, Inc.) for approximately $.2 million and at closing repaid Decelle bank debt of approximately $2.1 million. The chain is comprised of 9 stores in Massachusetts, New Hampshire and Rhode Island. Net sales for the Decelle, Inc. chain amounted to $3.8 million for the 4 week period ended January 1, 1994, and contributed approximately $.3 million to net income for the same period. Page 7 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition. Results of Operations - --------------------- The following table sets forth certain items in the condensed consolidated statements of operations as a percentage of net sales for the six and three month periods ended January 1, 1994 and December 26, 1992. Percentage of Net Sales Six Months Ended Three Months Ended January 1, December 26, January 1, December 26, 1994 1992 1994 1992 Net Sales 100.0% 100.0% 100.0% 100.0% Costs and expenses: Cost of sales 64.9 65.3 65.0 65.5 Selling & administrative expenses 24.0 24.7 19.8 19.9 Depreciation & amortization 1.3 1.2 .9 1.0 Interest expense .5 .7 .4 .5 -------- -------- ------- ------- 90.7 91.9 86.1 86.9 -------- -------- ------- ------- Other income .6 1.1 .5 .8 -------- -------- ------- ------- Income before income taxes and cumulative effect on prior years of change in accounting principle 9.9 9.2 14.4 13.9 Provision for Income tax 3.8 3.4 5.4 5.1 ------- -------- ------ ------ Income before cumulative effect on prior years of change in accounting principle 6.1 5.8 9.0 8.8 Cumulative effect on prior years of change in accounting principle -- .1 -- -- -------- -------- ------ ------- Net income 6.1% 5.9% 9.0% 8.8% ======== ======== ========= =======
Page 8 Net sales increased $176.6 million (25.6%) for the six month period ended January 1, 1994, compared with the similar period of a year ago. Comparative store sales increased 7.5%. New stores opened subsequent to December 26, 1992 contributed $89.0 million to this year's sales. Stores which were in operation a year ago, which were closed prior to this year, contributed $6.0 million to last year's sales. The Cohoes stores showed a comparative store sales increase of 5.3%, contributing $20.8 million to consolidated sales for the period. In addition, one new Cohoes store was opened during the six month period which contributed $3.8 million to the Company's net sales total. On December 6, 1993 the Company acquired 100% ownership of a northeast regional retail chain (Decelle, Inc.). Sales for the period December 6, 1993 through January 1, 1994 for Decelle, Inc. amounted to $3.8 million. For the three months ended January 1, 1994, net sales increased 25.7% to $625.4 million compared with the similar period of a year ago. Comparative store sales increased 8.4%. New Burlington Coat Factory Warehouse stores opened subsequent to December 26, 1992 contributed $81.9 million to the second quarter's net sales volume. Cohoes comparative store sales increased $.4 million (3.7%) for the second quarter of fiscal 1994 compared with the similar period of fiscal 1993. Other income (consisting primarily of rental income from lease departments, investment income, and miscellaneous items) decreased $1.8 million for the six months ended January 1, 1994 compared with the six months ended December 26, 1992. The decrease is primarily due to decreases in lease department rental income, the result of the closing of approximately 30 lease departments which the Company has converted to Company department selling space, and to a decrease in investment income. Investment income decreased $1.0 million due to a decrease in investable funds during the six month period ended January 1, 1994 compared with the similar period of a year ago. Other income decreased $1.0 million for the second quarter of fiscal year 1994 compared with the second quarter of 1993. Rental income and investment income decreased $.4 million and $.5 million, respectively, in the three months ended January 1, 1994 compared with the three months ended December 26, 1992. Cost of sales increased $111.8 million (24.8%) for the six months ended January 1, 1994 compared with the similar period of fiscal 1993. Cost of sales, as a percentage of net sales, decreased to 64.9% from 65.3% for the same periods. The decrease is due primarily to improved initial mark-ons. Cost of sales increased $80.4 million (24.7%) for the three months ended January 1, 1994 compared with the similar period of a year ago. As a percentage of net sales, cost of sales decreased to 65.0% from 65.5% for these comparative periods. Page 9 Selling and administrative expenses increased by $37.7 million (22.1%) for the six month period ended January 1, 1994 compared with the six months ended December 26, 1992. This increase is due mainly to the increase in the number of stores operating during the current fiscalyear compared with the similar period of a year ago. Twenty-five new stores were opened subsequent to December 26, 1992. As a percentage of sales, selling and administrative expenses decreased to 24.0% for the six months ended January 1, 1994 from 24.7% for the similar period last fiscal year. This percentage decrease is primarily the result of the Company's comparative store sales growth realized during the first six months of fiscal 1994. Second fiscal quarter selling and administrative expenses increased to $124.1 million from $99.2 million for the similar period of fiscal 1993. As a percentage of net sales, selling and administrative expenses decreased to 19.8% from 19.9% for these comparative periods. Interest expense increased slightly for the six and three months ended January 1, 1994 compared with the comparative period ended December 26, 1992. This increase is the result of interest charges associated with the borrowings made by the Company under its revolving credit and term loan agreement (see Liquidity and Capital Resources). The provision for income taxes increased to $32.6 million for the six months ended January 1, 1994, from $23.4 million for the comparative period of a year ago. The effective tax percentages were 38.0% for the six and three month periods ended January 1, 1994 and 37.0% for comparative periods a year ago. This increase is primarily the result of tax consequences related to the enactment of the Omnibus Budget Reconciliation Act (see Note No. 4 to Condensed Consolidated Financial Statements). Income before cumulative effect of change in accounting principle increased to $53.2 million for the six months ended January 1, 1994 from $39.8 million for the comparative period of fiscal 1993. Income per share before cumulative effect increased to $1.31 per share compared with $.98 for the comparative period of a year ago. Income before cumulative effect of change in accounting principle increased $12.4 million to $56.1 million for the three months ended January 1, 1994 compared with the similar period of a year ago. Net income per share before cumulative effect of change in accounting principle for the three months ended January 1, 1994 was $1.38 compared with $1.07 for the three months ended December 26, 1992. During the quarter ended September 26, 1992, the Company recorded a cumulative effect benefit resulting from the adoption of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" (See Note No. 4 to Condensed Consolidated Financial Statements) in the amount of $.6 million ($.02 per share). The Company's business is seasonal, with its highest sales occurring in the months of October, November, and December of each year. The Company's net income generally reflects the same seasonal pattern as its net sales. The Company believes that in the past substantially all of its profits have been derived from operations during the months of October, November and December. Page 10 Liquidity and Capital Resources During the six months ended January 1, 1994, the Company opened eighteen Burlington Coat Factory Warehouse stores and one Cohoes Fashion. In addition, on December 6, 1993 the Company acquired 100% ownership of Decelle, Inc., a nine store northeast regional retail chain for $.2 million and repaid Decelle's bank debt of approximately $2.1 million. Although the Company cannot at this time determine the exact number of stores to be opened during the remainder of fiscal 1994, it is estimated that an additional 5 to 7 Burlington Coat Factory stores and 3 to 5 Luxury Linens stores will be opened during the remaining six months of fiscal 1994. Expenditures incurred to set up and fixture new stores through the first six months of fiscal 1994, amounted to approximately $12 million. Of the new stores opened during the period, 15 locations were leased while 4 properties were purchased for approximately $9.5 million. In addition, one location to open in the spring of 1994 was acquired for $4.5 million. The estimated cost to set up and fixture anticipated new store openings during the balance of fiscal 1994 is approximately $7.0 million. Total funds provided by operation increased $14.6 million to $65.6 million for the six months ended January 1, 1994. Total funds provided by operations are calculated by adding back to net income non-cash expenditures such as depreciation and deferred taxes. Working capital increased to $300.4 million at January 1, 1994 from $281.9 million at December 26, 1992, an increase of $18.5 million. Net cash provided by operating activities of $138.4 million for the six months ended January 1, 1994, increased from $90.9 million for the comparative period of fiscal 1993. This increase is the result of the increase in net income for the six months ended January 1, 1994 compared with net income for the similar period of a year ago. In addition, inventory growth during the period ended January 1, 1994 was financed to a greater degree by amounts due suppliers as compared with the prior year. The Company believes that its current capital expenditure and operating requirements will be satisfied from internally generated funds, the proceeds of the $80 million long term subordinated notes issued by the Company to institutional investors in June 1990 (the Notes), and from short-term borrowings under its revolving credit and term loan agreement. The Company has in place a revolving credit and term loan agreement in the amount of $40 million. During the first quarter of fiscal 1994 the Company had maximum borrowings under this agreement of $31.4 million. The average borrowing during the first quarter amounted to $12.1 million at an average interest rate of 3.6%. During the second fiscal quarter, the Company had maximum borrowings under this agreement of $20.8 million with an average borrowing of $6.9 million at an average interest rate of 3.6%. As of January 1, 1994 all borrowings under this agreement had been repaid. During the first six months of fiscal 1993 the Company did not draw on this line of credit. The Company borrowed under its line of credit during the first fiscal quarter of 1994 in order to finance the opening of new stores as well as planned inventory growth at existing stores. Page 11 The Company's long-term borrowings at January 1, 1994 include $80 million under the Notes, an industrial development bond of $10 million issued by the New Jersey Economic Development Authority, an Urban Development Action Grant of $.9 million from the United States Department of Housing incurred in connection with the construction of the Company's Office and Warehouse/Distribution Facility in Burlington, New Jersey and $.5 million in various other note and mortgage indebtedness. The Notes mature on June 27, 2005 and bear interest at the rate of 10.6% per annum. The Notes have an average maturity of ten years and are subject to mandatory prepayment in installments of $8 million each without premium on June 27 of each year beginning in 1996. The Notes are subordinated to senior debt, including, among others, bank debt and indebtedness for borrowed money. The interest rate on the bonds issued in connection with the Company's industrial development bond financing is fixed at 9.78% over the life of these serial and term bonds. The bonds mature at various dates commencing in September 1996 and ending in September 2010. The Urban Development Action Grant is interest free and must be repaid in 1999. A payment of 5% of the outstanding balance of the Urban Development Action Grant is required to be made to the City of Burlington each year in lieu of taxes. Furthermore, to the extent that the Company decides to purchase additional store locations, it may be necessary to finance such acquisitions with additional long term borrowings. The Company has historically been able to increase its selling prices as the costs of merchandising and related operating expenses have increased and, therefore, inflation has not had a significant effect on operations. New Accounting Standards In November 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 112, "Employers' Accounting for Post Employment Benefits". This pronouncement will not have an effect on the Company's condensed consolidated financial statements as the benefits covered in the pronouncement are not provided by the Company. Page 12 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders The Company's annual meeting of stockholders was held on November 10, 1993. At the meeting, the following actions were taken: 1) stockholders elected directors to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified; 2)stockholders approved the Company's, 1993 Stock Incentive Plan and 3) stockholders ratified the appointment of Deloitte & Touche as independent certified public accountants for the Company for the fiscal year ending July 2, 1994. The following tables set forth the results of the votes cast at the meeting for each matter submitted to stockholders without giving effect to the three-for-two stock split effected on October 4, 1993: Broker 1) Election of Directors Votes For Votes Withheld Non-Votes Monroe G. Milstein 23,361,034 1,686 2,514,555 Henrietta Milstein 23,360,979 1,741 2,514,555 Andrew R. Milstein 23,360,979 1,741 2,514,555 Irving Drillings 23,360,834 1,886 2,514,555 Harvey Morgan 23,361,034 1,686 2,514,555 Stephen E. Milstein 23,360,472 2,248 2,514,555 Mark A. Nesci 23,360,979 1,741 2,514,555 2) Approval of 1993 Stock Incentive Plan: Votes For 23,089,132 Votes Against 265,246 Votes Abstained 8,342 Broker Non-Votes 2,514,555 3) Ratify appointment of Deloitte & Touche as independent Certified Public Accountants: Votes For 23,356,916 Votes Against 2,225 Votes Abstained 3,579 Broker Non-Vote 2,514,555 Page 13 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES PART II - OTHER INFORMATION Item 6 Exhibits and Reports on Form 8-K a. Exhibits 10.1 Amendment No. 5, dated October 12, 1993, to Employees Profit Sharing Plan b. No reports on Form 8-K have been filed during the quarter for which this report is filed. 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. BURLINGTON COAT FACTORY WAREHOUSE CORPORATION /s/ Andrew R. Milstein _____________________________________ Andrew R. Milstein Vice President /s/ Robert L. LaPenta, Jr. ________________________________________ Robert L. LaPenta, Jr. Corporate Controller & Chief Accounting Officer Date: February 10, 1994 Page 14 EX-10.1 2 AMENDMENT TO EMPLOYEES' PROFIT SHARING PLAN Exhibit 10.1 Page 15 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION EMPLOYEES' PROFIT SHARING PLAN AMENDMENT NO. 5 AMENDMENT, made this 12th day of October, 1993, to the Burlington Coat Factory Warehouse Corporation Employees' Profit Sharing Plan (the "Plan"). Pursuant to the provisions of Section 10.1 of the Plan and action of the Company's Board of Directors in effectuation thereof, the Plan is hereby amended as follows, effective October 12, 1993: 1. Article XVI to the Plan is amended and restated to read in its entirety as follows: ARTICLE XVI LOANS 16.1 The Administrator shall implement a loan program under the Plan in accordance with the terms and provisions of this Article XVI. 16.2 Upon application to the Administrator, a Participant shall be permitted to borrow from his Account in accordance with criteria established by the Administrator on a uniform and nondiscriminatory basis. Any such loan shall be evidenced by a note. 16.3 The aggregate maximum amount that a Participant shall be permitted to borrow under this Plan and any other plan of the Employer is the lesser of (i) $50,000 (reduced by the highest outstanding balance of any prior Plan loan during the one-year period ending on the day before the date the Plan loan is made), or (ii) 50% of such Participant's accrued vested balance in his Account. 16.4 Each loan shall be repaid by the Participant through equal payroll deductions, on a level amortization basis, commencing with the date of the loan, over a period of not more than five years. Notwithstanding the preceding sentence, the Administrator, in its sole discretion, may permit repayment of a loan over a period in excess of five, but not in excess of twenty, years when the loan is used to acquire any dwelling unit which within a reasonable time is to be used as a principal residence of the Participant. Interest on loans shall be charged at a reasonable rate by periodic reference to the interest charged regionally by major lending institutions. Such rate will remain fixed for the term of the loan. A Participant may prepay the entire balance of his loan at any time without penalty. Page 16 16.5 No distribution of a Participant's Account shall be made until the outstanding principal balance of any loan plus interest thereon is repaid in full. 16.6 If a loan is in default, the Administrator shall take such action as may be necessary, including attachment of the Participant's Account, to discharge the Participant's obligation under the loan agreement before any amounts are paid to or on behalf of such Participant. In no event shall such attachment occur prior to the time the Participant is entitled to a distribution of his Account. The following events will be considered a default: (i) death or Disability of the Participant; (ii) termination of the Plan; (iii) Retirement or termination of employment of the Participant; and (iv) failure to make any required payment of loan principal and interest. 16.7 All loan under this Article XVI shall be granted, made and administered on a uniform and nondiscriminatory manner in accordance with written loan procedures established by the Administrator. 16.8 The Company may amend the terms of, or discontinue, the loan program as it deems appropriate. The Company or the Administrator may also restrict or suspend the making of loans if it determines that the program is having adverse effects on Plan investment earnings or on Participants in general. IN WITNESS WHEREOF, the undersigned has executed this amendment as of the 12th day of October, 1993. Attest: Burlington Coat Factory Warehouse Corporation /s/ Henrietta Milstein /s/ Monroe G. Milstein _____________________________ By:_________________________ Page 17 -----END PRIVACY-ENHANCED MESSAGE-----