-----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, O3qEOMYImpLYmPaTqJNauHQrQnKuYDuUxxnx96+eFABU68F+oQMnuw72zjS+RglJ H/fnNmnBDxJ6IHyaXwkDOQ== 0001368775-10-000004.txt : 20100112 0001368775-10-000004.hdr.sgml : 20100112 20100112164453 ACCESSION NUMBER: 0001368775-10-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100112 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100112 DATE AS OF CHANGE: 20100112 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: 10523089 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: 10523088 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 PRESS RELEASE 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 12, 2010
 
 
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
 






 
 

 
 
 








 
  
Item 7.01.
Regulation FD Disclosure.
 
On January 12, 2010, 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 2010 second quarter ended November 28, 2009.  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 12, 2010
 













 
 

 
 
 






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 12, 2010
 






 
 

 
 
 







EXHIBIT INDEX
 
Exhibit No.                                                           Description
 
99.1
Press Release dated January 12, 2010


























 
 

 
 
 





EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 PRESS RELEASE exhibit99-1.htm

Exhibit 99.1




FOR IMMEDIATE RELEASE                                                                                                                                                                                                                                                          

COMPANY CONTACT:
Robert L. LaPenta, Jr.
Vice President –Treasurer
(609) 387-7800 ext. 1216
 
 
Burlington Coat Factory Announces Second Quarter Fiscal 2010 Operating Results

·  
Adjusted EBITDA increased to $111.5 million versus $110.2 million last year.
·  
SG&A as a percentage of sales improved 30 basis points versus last year.
·  
Average inventory per store decreased 12.0% versus last year.
·  
Debt net of Cash and Investments improved $187.6 million versus last year.
 
BURLINGTON, NEW JERSEY, January 12, 2010 – Burlington Coat Factory Investments Holdings, Inc. and its operating subsidiaries (the Company), a nationwide retailer based in Burlington, New Jersey, today announced its results for the second quarter ended November 28, 2009.

Second Quarter Fiscal 2010 Operating Results
 
Net sales were $965.0 million for the three months ended November 28, 2009 compared with $1,002.4 million for the three months ended November 29, 2008, a 3.7% decrease. Comparative store sales decreased 5.2%.

Adjusted EBITDA was $111.5 million for the three months ended November 28, 2009 compared with $110.2 million for the three months ended November 29, 2008.  The increase in the Company’s Adjusted EBITDA of $1.3 million is primarily the result of continued cost reduction initiatives.

Year to Date Fiscal 2010 Operating Results

Net sales were $1,669.7 million for the six months ended November 28, 2009 compared with $1,709.4 million for the six months ended November 29, 2008, a 2.3% decrease. Comparative store sales decreased 5.9%.

Adjusted EBITDA was $133.5 million for the six months ended November 28, 2009 compared with $126.7 million for the six months ended November 29, 2008.  The increase in the Company’s Adjusted EBITDA of $6.8 million is primarily the result of continued cost reduction initiatives.

Tom Kingsbury, President and Chief Executive Officer stated, “We are pleased to report an increase in Adjusted EBITDA versus last year despite the unseasonably warm weather in November which negatively impacted overall sales. In addition to our continued emphasis on expense control, focused inventory management has allowed us to reduce our average inventory per store by 12% while simultaneously improving both the currency and content. This has us well positioned for the future.”

As of January 12, 2010, the Company operates 442 stores under the names “Burlington Coat Factory Warehouse” (424 stores), “MJM Designer Shoes” (fifteen stores), “Cohoes Fashions” (two stores), and “Super Baby Depot” (one store) in 44 states and Puerto Rico.

Second Quarter Fiscal 2010 Conference Call

           The Company will hold a conference call for investors on Friday, January 15, 2010 at 10:00 a.m. Eastern Time to discuss the Company’s second quarter Fiscal 2010 operating results. To participate in the call, please dial 800-408-6335. 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, 2010 at 12:00 p.m. Eastern Time. To access the replay, please dial 1-800-633-8284, then the access number, 21454820.  Additionally, a replay of the call will be available for 30 days on the Company’s website (www.burlingtoncoatfactory.com).
 
 
 
 

 
 
About Burlington Coat Factory

Burlington Coat Factory is a nationally recognized retailer of high-quality, branded apparel at everyday low prices. The Company currently serves its customers through its 442 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.  We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.  The following factors, among others, could cause actual results to differ materially from those expressed or implied in any such forward-looking statements:  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 and risks, availability of desirable locations on suitable terms, and other factors that may be described from time to time in our filings with the Securities and Exchange Commission (SEC). 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.


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 28, 2009
   
November 29, 2008
 
November 28, 2009
   
November 29, 2008
 
                       
REVENUES:
                     
Net Sales
$
1,669,727
 
$
1,709,425
 
$
965,034
   
$
1,002,389
 
Other Revenue
 
15,773
   
14,292
   
8,919
     
7,903
 
Total Revenue
 
1,685,500
   
1,723,717
   
973,953
     
1,010,292
 
                           
                           
COSTS AND EXPENSES:
                         
Cost of Sales (Exclusive of Depreciation and Amortization)
 
1,014,037
   
1,042,174
   
576,712
     
602,947
 
Selling and Administrative Expenses
 
553,770
   
571,906
   
292,067
     
306,194
 
Restructuring and Separation Costs
 
1,658
   
-
   
958
     
-
 
Depreciation and Amortization
 
77,276
   
83,478
   
38,787
     
42,417
 
Interest Expense (Inclusive of Gain/Loss on Interest Rate Cap Agreements)
 
37,603
   
54,138
   
20,788
     
27,764
 
Impairment Charges – Long-Lived Assets
 
6,500
   
-
   
6,437
     
-
 
Other Income, Net 
 
(8,997
)
 
(2,838
)
 
(2,746
)
   
(296
)
   
1,681,847
   
1,748,858
   
933,003
     
979,026
 
                           
Income (Loss) Before Income Tax Expense (Benefit)
 
3,653
   
(25,141
)
 
40,950
     
31,266
 
                           
Income Tax Expense (Benefit)
 
2,846
   
(10,850
)
 
16,730
     
13,089
 
                           
Net Income (Loss)
$
807
 
$
(14,291
)
$
24,220
   
$
18,177
 
                           



 
 

 

EBITDA and Adjusted EBITDA

The following table calculates the Company’s EBITDA (defined by the Company as earnings from continuing operations before interest, taxes and depreciation and amortization.) 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 included them to provide additional information with respect to our ability to meet our future debt service, fund our capital expenditures and working capital requirements and to comply with various covenants in each indenture governing our outstanding notes, as well as various covenants related to our 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.  All adjustments to EBITDA in order to calculate Adjusted EBITDA are either in accordance with the credit agreement governing the Term Loan or are as approved by the administrative agent of the Term Loan.

 EBITDA and Adjusted EBITDA are calculated as follows (amounts in thousands):


 


 
Six Months Ended
 
Three Months Ended
 
 
November 28,
2009
 
 
November 29,
2008
 
November 28,
2009
 
November 29,
2008
 
Net Income (Loss)
$
807
   
$
(14,291
)
 
$
24,220
   
$
18,177
 
Interest Expense
 
37,603
     
54,138
     
20,788
     
27,764
 
Income Tax Expense/(Benefit)
 
2,846
     
(10,850
)
   
16,730
     
13,089
 
Depreciation and Amortization
 
77,276
     
83,478
     
38,787
     
42,417
 
                               
EBITDA
$
118,532
   
$
112,475
   
$
100,525
   
$
101,447
 
                               
Impairment Charges – Long-Lived Assets
 
6,500
     
-
     
6,437
     
-
 
Interest Income
 
(126
)
   
(426
)
   
(77
)
   
(180
)
Non Cash Straight-Line Rent Expense (a)
 
2,639
     
5,036
     
848
     
1,490
 
Advisory Fees (b)
 
2,058
     
2,453
     
1,066
     
1,483
 
Stock Compensation Expense ( c)
 
703
     
2,063
     
698
     
808
 
Sox Compliance (d)
 
-
     
1,076
     
-
     
284
 
(Gain)/Loss on Investment in Money Market Fund (e)
 
(105
)
   
1,666
     
(105
)
   
1,666
 
Amortization of Purchased Lease Rights (f)
 
416
     
415
     
208
     
251
 
Severance (g)
 
1,602
     
-
     
901
     
-
 
Franchise Taxes (h)
 
551
     
464
     
300
     
215
 
Insurance Reserve (i)
 
(259
)
   
(284
)
   
172
     
1,504
 
Advertising Expense Related to Barter (j)
 
810
     
1,294
     
534
     
938
 
Loss on Disposal of Fixed Assets (k)
 
173
     
462
     
2
     
296
 
Adjusted EBITDA
$
133,494
   
$
126,694
   
$
111,509
   
$
110,202
 



During Fiscal 2009, in accordance with the credit agreement governing the Term Loan and with approval from the administrative agent for the Term Loan, we changed our methodology of calculating Adjusted EBITDA and have shown that change retrospectively in the Adjusted EBITDA calculations above for the six and three months ended November 29, 2008.  With approval from the administrative agent for the Term Loan, the following items are included as adjustments to EBITDA in arriving at Adjusted EBITDA in the prior period presented as they represent non-cash expenses:

 
·  
Amortization of Purchased Lease Rights
 
·  
Franchise Taxes
 
·  
Insurance Reserve
 
·  
Advertising Expense Related to Barter
 
·  
Loss on Disposal of Fixed Assets
 
 

 
 
 

 
The impact of these changes (described in the following notes to the foregoing table) resulted in an increase to Adjusted EBITDA during the six and three month periods ended November 29, 2008 of $2.4 million and $3.2 million, respectively.

 
  (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 ASC Topic No. 718 during the fiscal periods.
 
  (d) 
As a voluntary non-accelerated filer, we furnished our initial management report on Internal Controls Over Financial Reporting in our Annual Report on Form 10-K for Fiscal 2008. These costs represent professional fees related to this compliance effort that were incurred during Fiscal 2009.
 
(e)
Represents the (gain)/loss on our investment in the Reserve Primary Fund (Fund).  Losses are related to a decline in the fair value of the underlying securities held by the Fund, while a gain represents a recovery of that decline as a result of payments received.
 
  (f) 
Represents amortization of purchased lease rights which are recorded in rent expense within our selling and administrative line items.
 
  (g) 
Represents a severance charge resulting from a reduction of our workforce during the six months ended November 28, 2009 as part of our ongoing cost reduction.
 
  (h) 
Represents franchise taxes paid based on our equity.
 
  (i) 
Represents the change in calculated non-cash reserves based on estimated general liability, workers compensation and health insurance claims, net of cash payments.
 
  (j) 
Represents non-cash advertising expense based on the usage of barter advertising credits obtained as part of a non-cash exchange of inventory.
 
(k) 
Represents the gross non-cash loss recorded on the disposal of certain assets in the ordinary course of business.



 
 
 
 
 

 

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