-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MjaCqDqBVTJ2egTF3yhtuXLJuIU7/2NISyPNLyxAyqSLOgAXiTsd82Q8G1nMl7gW GK/+DdrdU1GOsJFHcavZuQ== 0001368775-09-000003.txt : 20090114 0001368775-09-000003.hdr.sgml : 20090114 20090113173141 ACCESSION NUMBER: 0001368775-09-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090113 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090114 DATE AS OF CHANGE: 20090113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BURLINGTON COAT FACTORY WAREHOUSE CORP CENTRAL INDEX KEY: 0000718916 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 221970303 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08739 FILM NUMBER: 09524790 BUSINESS ADDRESS: STREET 1: 1830 RTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: 6093877800 MAIL ADDRESS: STREET 1: 1830 ROUTE 130 CITY: BURLINGTON STATE: NJ ZIP: 08016 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Burlington Coat Factory Investments Holdings, Inc. CENTRAL INDEX KEY: 0001368775 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DEPARTMENT STORES [5311] IRS NUMBER: 204663833 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-137916-110 FILM NUMBER: 09524789 BUSINESS ADDRESS: STREET 1: C/O BURLINGTON COAT FACTORY STREET 2: 1830 ROUTE 130 N. CITY: BURLINGTON STATE: NJ ZIP: 08016 BUSINESS PHONE: (609) 387-7800 MAIL ADDRESS: STREET 1: C/O BURLINGTON COAT FACTORY STREET 2: 1830 ROUTE 130 N. CITY: BURLINGTON STATE: NJ ZIP: 08016 FORMER COMPANY: FORMER CONFORMED NAME: Burlington Coat Factory Investment Holdings, Inc. DATE OF NAME CHANGE: 20060713 FORMER COMPANY: FORMER CONFORMED NAME: Burlington Coat Factory Investment Holdings Inc. DATE OF NAME CHANGE: 20060712 8-K 1 form8k.htm FORM 8K 1-13-09 form8k.htm



    

 
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, DC 20549
 
 
 
FORM 8-K
 
CURRENT REPORT
 
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
 
Date of report (Date of earliest event reported):  January 13, 2009
 
 
Burlington Coat Factory Investments Holdings, Inc.
 
(Exact Name of Registrant As Specified In Charter)
 
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
333-137917
(Commission File Number)
 
20-4663833
(IRS Employer Identification No.)
 
1830 Route 130 North
Burlington, New Jersey 08016
 
(Address of Principal Executive Offices, including Zip Code)
 
(609) 387-7800
(Registrant’s telephone number, including area code)
 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 





 
 
 
 

 
 
 






TABLE OF CONTENTS

 
Item 7.01.
Regulation FD Disclosure
 
Item 9.01.
Financial Statements and Exhibits

 

 
SIGNATURE
 






 
 
 
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Item 7.01.
Regulation FD Disclosure.
 
On January 13, 2009, Burlington Coat Factory Investments Holdings, Inc. and its wholly owned subsidiaries (the “Company”) issued a press release announcing the Company’s operating results for the fiscal 2009 second quarter ended November 29, 2008.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report. 

 The information contained in this report, and the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of, or otherwise regarded as filed under, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or in the Exchange Act, except as shall be expressly set forth by specific reference in such filing.



 

Item 9.01.
Financial Statements and Exhibits.
 
(d)
 
 
 
Exhibit No.                                                         Description
 
99.1
Press Release dated January 13, 2009
 













 
 
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.
 
 
/s/    Robert L. LaPenta, Jr.    
 
Robert L. LaPenta, Jr.
 Vice President and Treasurer
 
 
Date: January 13, 2009
 






 
 
 
4

 
 
 







EXHIBIT INDEX
 
Exhibit No.                                                           Description
 
99.1
Press Release dated January 13, 2009.













 
 
 
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EX-99.1 2 form99-1.htm PRESS RELEAST 1-13-09 form99-1.htm




FOR IMMEDIATE RELEASE                                                                                                                                                            Exhibit 99.1

COMPANY CONTACT:

Robert L. LaPenta, Jr.
Vice President –Treasurer
(609) 387-7800 ext. 1216
 

 
Burlington Coat Factory Announces Second Quarter and Year to Date 2009 Operating Results and Subsequent Activity

  
YTD Net Sales increased 5.2%.
  
YTD Adjusted EBITDA of $124.7 million versus $119.7 million last year.
  
YTD Gross Margin improves 60 basis points over last year.
  
Average Inventory per store decreased 1.6% versus last year.

 
BURLINGTON, NEW JERSEY, January 13, 2009 – Burlington Coat Factory Investments Holdings, Inc. and its operating subsidiaries (the “Company”) today announced its results for the second quarter ended November 29, 2008 and subsequent events.

Second Quarter Fiscal 2009 Operating Results

 Net sales were $1,002.4 million for the three months ended November 29, 2008 compared with $946.6 million for the three months ended December 1, 2007, a 5.9% increase.  The increase is primarily the result of 33 new stores, net of store closures, which were opened subsequent to December 2, 2007. Comparative store sales decreased by 2.1% versus the same period last year.

Net income was $18.2 million for the three month period ended November 29, 2008 compared with net income of $23.2 million for the three month period ended December 1, 2007.  Results for the three months ended November 29, 2008 include $11.5 million of incremental markdowns that were reserved for Fall seasonal product that in previous years were taken in later periods and a $1.7 million write off of our investment in The Reserve Primary Fund.

The gross margin rate for the three month period ended November 29, 2008 was negatively impacted by  the incremental markdowns reserved for Fall seasonal product and 0.4% for a barter transaction.

Year to Date Fiscal 2009 Operating Results

 Net sales were $1,709.4 million for the six months ended November 29, 2008 compared with $1,625.3 million for the six months ended December 1, 2007, a 5.2% increase.  Similar to the quarter, the increase is primarily the result of 33 new stores, net of closures, which were opened subsequent to December 2, 2007. Comparative store sales decreased 1.1% versus the same period last year.

Net loss was $14.3 million for the six month period ended November 29, 2008 compared with a net loss of $27.2 million for the six month period ended December 1, 2007.  Results for the six months ended November 29, 2008 include the same items mentioned for the quarter. Results for the six months ended December 1, 2007 include markdowns of $16.9 million that were not taken in the first six months of Fiscal 2009. As previously disclosed, these markdowns were accelerated into the fourth quarter of Fiscal 2008.

December Sales

The Company’s total sales for the month of December increased 4.0% versus last year. Comparative store sales decreased 4.2%.  The Company had no outstanding borrowings on its $800 million revolving line of credit and over $90 million of invested cash at the end of December.
 
Tom Kingsbury, Chief Executive Officer, stated, “We are pleased to report a total sales and market share increase in a difficult economic and retail sales environment. In addition, by remaining focused on receipt management and staying current on seasonal product we are well positioned to take advantage of opportunistic buys which we believe will help us sustain our planned gross margin rate for the fiscal year.”



Subsequent Activity

 In an effort to better align the Company’s resources with its business objectives, the Company reviewed all areas of the business to identify efficiency opportunities to enhance the organization’s productivity. The Company has implemented  several initiatives, including some that have resulted in the elimination of certain positions and the restructuring of certain other jobs and functions.   As a result of these various initiatives, the Company plans to reduce its cost structure by more than  $45 million in total during the last two quarters of the fiscal year ending May 30, 2009. The Company believes this will allow management to run the business more efficiently without sacrificing the Company’s ability to serve its customers.
 
 
Second Quarter Fiscal 2009 Conference Call

The Company will hold a conference call for investors on Friday, January 16, 2009 at 10:00 a.m. Eastern Time to discuss the Company’s second quarter Fiscal 2009 operating results. To participate in the call, please dial 1-800-931-5118. This conference call will be recorded and available for replay beginning one hour after the end of the call and will be available through January 17, 2009 at 12:00 p.m. Eastern Time. To access the replay, please dial 1-800-633-8284, then the access number, 21408969.

About Burlington Coat Factory
 
Burlington Coat Factory is a nationally recognized retailer of high-quality, branded apparel at everyday low prices. We currently serve our customers through our 427 stores in 44 states and Puerto Rico.  For more information about Burlington Coat Factory, visit our website at www.burlingtoncoatfactory.com.
 
Safe Harbor for Forward-Looking and Cautionary Statements
 
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. As such, final results could differ from estimates or expectations due to risks and uncertainties, including among others, competition in the retail industry, seasonality of our business, adverse weather conditions, changes in consumer preferences and consumer spending patterns, import risks, inflation, general economic conditions, our ability to implement our strategy, our substantial level of indebtedness and related debt-service obligations, restrictions imposed by covenants in our debt agreements, availability of adequate financing, our dependence on vendors for our merchandise, events affecting the delivery of merchandise to our stores, existence of adverse litigation, availability of desirable locations on suitable terms, and other risks. For any of these factors, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.



 
 
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BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
 
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
 
(unaudited)
 
(All amounts in thousands)
 
       
   
Six Months Ended
   
Three Months Ended
 
                         
   
November 29, 2008
   
December 1,
 2007
   
November 29, 2008
   
December 1,
2007
 
                         
REVENUES:
                       
Net Sales
 
$
1,709,425
   
$
1,625,335
   
$
1,002,389
   
$
946,566
 
Other Revenue
   
14,292
     
15,863
     
7,903
     
9,085
 
     
1,723,717
     
1,641,198
     
1,010,292
     
955,651
 
                                 
                                 
COSTS AND EXPENSES:
                               
Cost of Sales
   
1,042,174
     
1,000,938
     
602,947
     
557,163
 
Selling and Administrative Expenses
   
571,906
     
529,288
     
306,194
     
278,401
 
Depreciation
   
61,713
     
61,602
     
31,334
     
30,845
 
Amortization
   
21,765
     
21,380
     
11,083
     
10,629
 
Interest Expense
   
54,138
     
66,910
     
27,764
     
33,685
 
Impairment Charges
   
--
     
7,379
     
--
     
6,826
 
Other (Income), Net 
   
(2,838
)
   
(2,501
)
   
(296
)
   
(1,849
)
     
1,748,858
     
1,684,996
     
979,026
     
915,700
 
                                 
(Loss) Income Before Income Tax (Benefit) Expense
   
(25,141
)
   
(43,798
)
   
31,266
     
39,951
 
                                 
Income Tax (Benefit) Expense 
   
(10,850
)
   
(16,576
)
   
13,089
     
16,778
 
                                 
Net (Loss) Income
 
$
(14,291
)
 
$
(27,222
)
 
$
18,177
   
$
23,173
 
                                 









3


 

EBITDA and Adjusted EBITDA

The following table calculates the Company’s EBITDA (earnings from continuing operations before interest, taxes, depreciation, amortization and impairment) and Adjusted EBITDA, both of which are considered Non-GAAP financial measures. Generally, a Non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP. The Company believes that EBITDA and Adjusted EBITDA provide investors helpful information with respect to our operations. The Company has provided this additional information to assist the reader in understanding its ability to, among other things, meet its future debt service, fund its capital expenditures and working capital requirements, and to comply with various covenants contained in both the indentures governing the Company’s outstanding senior notes and senior discount notes and the credit agreements governing each of the Company’s senior secured credit facilities. The adjustments to EBITDA are not in accordance with regulations adopted by the SEC that apply to periodic reports presented under the Exchange Act. Accordingly, EBITDA and Adjusted EBITDA may be presented differently in filings made with the SEC than as presented in this press release or not presented at all.
 
EBITDA and Adjusted EBITDA are calculated as follows (amounts in thousands):

 

 


   
In Thousands
 
   
Six Months Ended
   
Three Months Ended
 
   
November 29, 2008
   
December 1, 2007
   
November 29, 2008
   
December 1, 2007
 
                         
Net (Loss) Income
  $ (14,291 )   $ (27,222 )   $ 18,177     $ 23,173  
                                 
Interest Expense
    54,138       66,910       27,764       33,685  
Income Tax (Benefit)/
  Provision
    (10,850 )     (16,576 )     13,089       16,778  
Depreciation
    61,713       61,602       31,334       30,845  
Impairment Charges
    --       7,379       --       6,826  
Amortization
    21,765       21,380       11,083       10,629  
                                 
EBITDA
  $ 112,475     $ 113,473     $ 101,447     $ 121,936  
                                 
Interest Income
    (426 )     (958 )     (180 )     (585 )
Non Cash Straight-Line
  Rent Expense (a)
    5,036       4,093       1,489       1,120  
Advisory Fees (b)
    2,453       2,075       1,482       1,050  
Stock Option Expense (c)
    2,063       532       808       281  
Sox Compliance (d)
    1,076       479       284       479  
Loss on Investment in
  Money Market Fund (e)
    1,667       --       1,667       --  
Leasehold Purchase
  Amortization (f)
    352       --       352       --  
                                 
Adjusted EBITDA
  $ 124,696     $ 119,694     $ 107,349     $ 124,281  


 
(a)
Represents the difference between the actual base rent and rent expense calculated in accordance with GAAP (on a straight line basis).
(b)
Represents the annual advisory fee of Bain Capital expensed during the fiscal periods.
(c)
Represents expenses recorded under SFAS No. 123(R) during the fiscal periods.
(d)
As a voluntary non-accelerated filer, the Company furnished its initial management report on Internal Controls Over Financial Reporting in its Annual Report on Form 10-K for Fiscal 2008.  These costs represent professional fees related to this compliance effort that were incurred during the first quarter of fiscal 2009, as well as fees incurred as part of the ongoing compliance effort for fiscal 2009.
(e)
Represents the loss on the investment of The Reserve Primary Fund (Fund), related to a decline in the fair value of the underlying securities held by the Fund.
(f)
Represents amortization of lease purchases which are recorded in rent expense within our selling and administrative line items. The amount in the three months ended November 29, 2008 includes amortization for both the first and second quarters of Fiscal 2009 as the Company inadvertently did not show the add-back of $0.1 million during the three months ended August 30, 2008.


 
 
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