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): June 12, 2012
|
||
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))
|
Item 7.01.
|
Regulation FD Disclosure
|
Item 9.01.
|
Financial Statements and Exhibits
|
Item 7.01.
|
Regulation FD Disclosure.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d)
|
99.1
|
Press Release dated June 12, 2012
|
BURLINGTON COAT FACTORY INVESTMENTS HOLDINGS, INC.
|
/s/ Robert L. LaPenta, Jr
|
Robert L. LaPenta, Jr.
Vice President and Treasurer
|
|
Date: June 12, 2012
|
99.1
|
Press Release dated June 12, 2012
|
·
|
Total sales increased $53.3 million, or 5.7% versus the prior year’s quarter.
|
·
|
Comparative store sales increased 0.6%.
|
·
|
Comparative store inventory turnover improved 14.1%.
|
·
|
Comparative store inventory decreased 15.6%
|
Three Months Ended
|
||||||||
April 28, 2012
|
April 30, 2011
|
|||||||
REVENUES:
|
||||||||
Net Sales
|
$
|
982,422
|
$
|
929,081
|
||||
Other Revenue
|
7,534
|
7,250
|
||||||
Total Revenue
|
989,956
|
936,331
|
||||||
COSTS AND EXPENSES:
|
||||||||
Cost of Sales (Exclusive of Depreciation and Amortization)
|
619,885
|
577,303
|
||||||
Selling and Administrative Expenses
|
307,137
|
288,828
|
||||||
Restructuring and Separation Costs
|
1,478
|
-
|
||||||
Depreciation and Amortization
|
39,925
|
36,620
|
||||||
Impairment Charges – Long-Lived Assets
|
13
|
9
|
||||||
Other Income, Net
|
(2,304
|
)
|
(2,809
|
)
|
||||
Loss on Extinguishment of Debt
|
-
|
37,764
|
||||||
Interest Expense (Inclusive of Gain (Loss) on Interest Rate Cap Agreements)
|
29,479
|
30,854
|
||||||
Total Costs and Expenses
|
995,613
|
968,569
|
||||||
Pre-Tax Loss
|
(5,657
|
)
|
(32,238
|
)
|
||||
Income Tax Benefit
|
(1,717
|
)
|
(11,181
|
)
|
||||
Net Loss
|
$
|
(3,940
|
)
|
$
|
(21,057
|
)
|
||
Three Months Ended
|
|||||||
April 28, 2012
|
April 30, 2011
|
||||||
Net Loss
|
$
|
(3,940
|
)
|
$
|
(21,057
|
)
|
|
Interest Expense
|
29,479
|
30,854
|
|||||
Income Tax Benefit
|
(1,717
|
)
|
(11,181
|
)
|
|||
Depreciation and Amortization
|
39,925
|
36,620
|
|||||
EBITDA
|
$
|
63,747
|
$
|
35,236
|
|||
Impairment Charges – Long-Lived Assets
|
13
|
9
|
|||||
Non Cash Straight-Line Rent Expense (a)
|
1,160
|
2,510
|
|||||
Advisory Fees (b)
|
1,035
|
1,116
|
|||||
Stock Compensation Expense ( c)
|
791
|
705
|
|||||
Amortization of Purchased Lease Rights (d)
|
232
|
218
|
|||||
Franchise Taxes (e)
|
348
|
632
|
|||||
Insurance Reserve (f)
|
-
|
1,176
|
|||||
Advertising Expense Related to Barter (g)
|
922
|
1,278
|
|||||
Loss on Disposal of Fixed Assets (h)
|
167
|
249
|
|||||
Refinancing Fees (i)
|
-
|
(528
|
)
|
||||
Loss on Extinguishment of Debt (j)
|
-
|
37,764
|
|||||
Other Non-Cash Charges (k)
|
(22
|
)
|
35
|
||||
Litigation Reserve (l)
|
69
|
-
|
|||||
Severance and Restructuring (m)
|
1,478
|
-
|
|||||
Adjusted EBITDA
|
$
|
69,940
|
$
|
80,400
|
(a)
|
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 Term Loan Facility and ABL Line of Credit.
|
(b)
|
Represents the annual advisory fee of Bain Capital expensed during the fiscal periods, in accordance with the credit agreements governing the Term Loan Facility and ABL Line of Credit.
|
(c)
|
Represents expenses recorded under ASC Topic No. 718 “Stock Compensation” during the fiscal periods, in accordance with the credit agreements governing the Term Loan Facility and ABL Line of Credit.
|
(d)
|
Represents amortization of purchased lease rights which are recorded in rent expense within our selling and administrative line items, in accordance with the credit agreements governing the Term Loan Facility and ABL Line of Credit.
|
(e)
|
Represents franchise taxes paid based on our equity, as approved by the administrative agents for the Term Loan Facility and ABL Line of Credit.
|
(f)
|
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 Term Loan Facility and ABL Line of Credit. Beginning in the first quarter of Fiscal 2012, this will no longer be treated as an adjustment to Adjusted EBITDA.
|
(g)
|
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 Term Loan Facility and ABL Line of Credit.
|
(h)
|
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 Term Loan Facility and ABL Line of Credit.
|
(i)
|
Represents refinancing fees that reduce Adjusted EBITDA per the administrative agents for the Term Loan Facility and the ABL Line of Credit.
|
(j)
|
Represents charges incurred in accordance with ASC Topic No. 470, “Debt – Modifications and Extinguishments,” whereby we incurred a loss on the extinguishment of certain debt instruments as approved by the administrative agents for the Term Loan Facility and the ABL Line of Credit.
|
(k)
|
|
Represents other non-cash charges in accordance with the credit agreements governing the Term Loan Facility and ABL Line of Credit.
|
(l)
|
|
Represents charges incurred in conjunction with a non-recurring litigation reserve as approved by the administrative agents for the Term Loan Facility and the ABL Line of Credit.
|
(m)
|
|
Represents restructuring and separation charges resulting from a reorganization of certain positions within our stores and corporate locations in Fiscal 2012 in accordance with the credit agreements governing the Term Loan Facility and ABL Line of Credit.
|