UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report (Date of earliest event reported): September 13, 2011
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Burlington Coat Factory Investments Holdings, Inc.
(Exact Name of Registrant As Specified In Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
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333-137917
(Commission File Number)
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20-4663833
(IRS Employer Identification No.)
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1830 Route 130 North
Burlington, New Jersey 08016
(Address of Principal Executive Offices, including Zip Code)
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(609) 387-7800
(Registrant’s telephone number, including area code)
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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))
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Item 7.01.
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Regulation FD Disclosure
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Item 9.01.
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Financial Statements and Exhibits
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Item 7.01.
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Regulation FD Disclosure.
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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99.1
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Press Release dated September 13, 2011
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BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.
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/s/ Robert L. LaPenta, Jr
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Robert L. LaPenta, Jr.
Vice President and Treasurer
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Date: September 13, 2011
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99.1
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Press Release dated September 13, 2011
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·
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Comparative store sales increased 4.0% and 2.1% for the three and six months ended July 30, 2011 on top of 0.3% and 1.9% increases in the prior year periods.
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·
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Total Net Sales increased 8.9% and 6.1% during the three and six months ended July 30, 2011 versus last year.
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·
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Adjusted EBITDA increased $15.3 million or 196.2% and $17.4 million or 20.2% during the three and six months ended July 30, 2011 versus last year.
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Six Months Ended
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Three Months Ended
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July 30,
2011
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July 31,
2010
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July 30,
2011
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July 31,
2010
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REVENUES:
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Net Sales
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$
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1,722,431
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$
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1,623,428
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$
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793,349
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$
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728,750
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Other Revenue
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14,343
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14,075
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7,095
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6,795
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Total Revenue
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1,736,774
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1,637,503
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800,444
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735,545
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COSTS AND EXPENSES:
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Cost of Sales (Exclusive of Depreciation and Amortization)
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1,084,356
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1,021,741
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507,053
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469,388
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Selling and Administrative Expenses
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565,533
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550,308
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276,705
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271,779
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Restructuring and Separation Costs
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5,190
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2,152
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5,190
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1,190
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Depreciation and Amortization
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73,987
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72,235
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37,367
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35,506
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Impairment Charges – Long-Lived Assets
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34
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258
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25
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73
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Other Income, Net
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(5,120
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)
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(6,444
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)
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(2,311
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)
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(3,478
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)
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Loss on Extinguishment of Debt
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37,764
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-
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-
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-
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Interest Expense (Inclusive of Gain/Loss on Interest Rate Cap Agreements)
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63,164
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53,422
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32,310
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26,057
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1,824,908
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1,693,672
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856,339
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800,515
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Loss Before Income Tax Benefit
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(88,134
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)
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(56,169
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)
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(55,895
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)
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(64,970
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)
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Income Tax Benefit
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(34,314
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)
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(20,903
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)
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(23,132
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)
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(24,491
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)
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Net Loss
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$
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(53,820
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)
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$
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(35,266
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)
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$
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(32,763
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)
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$
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(40,479
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)
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Six Months Ended
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Three Months Ended
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July 30,
2011
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July 31,
2010
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July 30,
2011
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July 31,
2010
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Net Loss
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$
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(53,820
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)
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$
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(35,266
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)
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$
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(32,763
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)
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$
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(40,479
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)
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Interest Expense
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63,164
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53,422
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32,310
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26,057
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Income Tax Benefit
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(34,314
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)
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(20,903
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)
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(23,132
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)
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(24,491
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)
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Depreciation and Amortization
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73,987
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72,235
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37,367
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35,506
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EBITDA
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$
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49,017
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$
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69,488
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$
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13,782
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$
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(3,407
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)
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Impairment Charges – Long-Lived Assets
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34
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258
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25
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73
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Interest Income
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(2
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)
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(192
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)
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(37
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)
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(108
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)
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Non Cash Straight-Line Rent Expense (a)
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4,835
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4,724
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2,326
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2,820
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Advisory Fees (b)
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2,157
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2,180
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1,041
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1,118
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Stock Compensation Expense ( c)
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900
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837
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195
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604
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Amortization of Purchased Lease Rights (d)
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438
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424
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221
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214
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Severance and Restructuring (e)
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5,190
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-
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5,190
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-
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Franchise Taxes (f)
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933
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596
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299
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294
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Insurance Reserve (g)
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674
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(142
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)
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(502
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)
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(534
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)
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Advertising Expense Related to Barter (h)
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1,604
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882
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326
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477
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Loss on Disposal of Fixed Assets (i)
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444
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258
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195
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46
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Gain on Investments (j)
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-
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(240
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)
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-
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(240
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)
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Change in Fiscal Year End Cost (k)
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-
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587
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-
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-
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Refinancing Fees (l)
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(501
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)
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-
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26
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-
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Loss on Extinguishment of Debt (m)
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37,764
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-
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-
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-
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Litigation Reserves (n)
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-
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4,923
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-
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4,923
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Transfer Tax (o)
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(20
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1,536
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(20
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1,536
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Adjusted EBITDA
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$
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103,467
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$
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86,119
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$
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23,067
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$
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7,816
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Six Months Ended
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Three Months Ended
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July 30,
2011
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July 31,
2010
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July 30,
2011
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July 31,
2010
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Pre-Tax Loss
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$
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(88,134
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)
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$
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(56,169
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)
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$
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(55,895
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)
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$
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(64,970
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)
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Loss on Extinguishment of Debt
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37,764
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-
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-
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-
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Incremental Interest Expense (p)
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16,270
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-
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9,323
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-
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Adjusted Pre-Tax Loss
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$
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(34,100
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)
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$
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(56,169
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)
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$
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(46,572
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)
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$
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(64,970
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)
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(a)
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Represents the difference between the actual base rent and rent expense calculated in accordance with GAAP (on a straight line basis), in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(b)
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Represents the annual advisory fee of Bain Capital expensed during the fiscal periods, in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(c)
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Represents expenses recorded under ASC Topic No. 718 “Stock Compensation” during the fiscal periods, in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(d)
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Represents amortization of purchased lease rights which are recorded in rent expense within the Company’s selling and administrative line items, in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(e)
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Represents a severance and restructuring charge resulting from a reorganization of certain positions within the Company’s stores and corporate locations (refer to Note 4 to the Company’s Condensed Consolidated Financial Statements entitled “Restructuring and Separation Costs” for further discussion), in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(f)
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Represents franchise taxes paid based on the Company’s equity, as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(g)
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Represents the non-cash change in reserves based on estimated general liability, workers compensation and health insurance claims as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(h)
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Represents non-cash advertising expense based on the usage of barter advertising credits obtained as part of a non-cash exchange of inventory, as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(i)
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Represents the gross non-cash loss recorded on the disposal of certain assets in the ordinary course of business, in accordance with the credit agreements governing the New Term Loan Facility and ABL Line of Credit.
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(j)
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Represents the gain on the Company’s investment in the Reserve Primary Fund (Fund), related to a recovery in the fair value of the underlying securities held by the Fund, as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(k)
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Represents costs incurred in conjunction with changing the Company’s fiscal year end from the Saturday closest to May 31 to the Saturday closest to January 31 commencing with the transition period ended January 30, 2010. This change was approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(l)
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Represents refinancing fees that reduce Adjusted EBITDA per the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(m)
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Represents charges incurred in accordance with Topic No. 470, whereby the Company incurred a loss on the settlement of the old debt instruments, as approved the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(n)
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Represents charges incurred in conjunction with a non-recurring litigation reserve, as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(o)
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Represents one-time transfer taxes incurred on certain leased properties, as approved by the administrative agents for the New Term Loan Facility and ABL Line of Credit.
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(p)
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Represents the summation of the net incremental impact as a result of the Company’s debt refinancing in February 2011.
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