Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Nov. 02, 2013 | Nov. 30, 2013 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 2-Nov-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'BURL | ' |
Entity Registrant Name | 'BURLINGTON STORES, INC. | ' |
Entity Central Index Key | '0001579298 | ' |
Current Fiscal Year End Date | '--02-01 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 73,632,530 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Thousands, unless otherwise specified | |||
Current Assets: | ' | ' | ' |
Cash and Cash Equivalents | $31,557 | $43,336 | $30,169 |
Restricted Cash and Cash Equivalents | 265,559 | 34,800 | 34,800 |
Accounts Receivable, Net of Allowances for Doubtful Accounts | 54,619 | 41,734 | 43,638 |
Merchandise Inventories | 902,426 | 680,190 | 844,991 |
Deferred Tax Assets | 14,209 | 6,133 | 16,283 |
Prepaid and Other Current Assets | 77,023 | 66,052 | 46,173 |
Prepaid Income Taxes | 19,482 | 7,218 | 31,961 |
Assets Held for Sale | ' | 191 | 483 |
Total Current Assets | 1,364,875 | 879,654 | 1,048,498 |
Property and Equipment-Net of Accumulated Depreciation | 895,412 | 878,305 | 893,690 |
Tradenames | 238,000 | 238,000 | 238,000 |
Favorable Leases-Net of Accumulated Amortization | 299,429 | 322,081 | 338,443 |
Goodwill | 47,064 | 47,064 | 47,064 |
Other Assets | 136,112 | 112,978 | 114,307 |
Total Assets | 2,980,892 | 2,478,082 | 2,680,002 |
Current Liabilities: | ' | ' | ' |
Accounts Payable | 708,399 | 500,406 | 678,092 |
Other Current Liabilities | 279,162 | 238,865 | 252,916 |
Current Maturities of Long Term Debt | 231,460 | 784 | 5,515 |
Total Current Liabilities | 1,219,021 | 740,055 | 936,523 |
Long Term Debt | 1,484,285 | 1,335,532 | 1,422,571 |
Other Liabilities | 243,785 | 229,425 | 217,313 |
Deferred Tax Liabilities | 249,585 | 253,339 | 254,082 |
Commitments and Contingencies (Notes 3, 4, 5, 12, 13 and 15) | ' | ' | ' |
Common Stock, Class L, $0.001 Par Value: Authorized: no shares at November 2, 2013, 5,769,356 shares at February 2, 2013 and October 27, 2012 Issued: no shares at November 2, 2013, 5,232,118 shares at February 2, 2013 and 5,173,411 shares at October 27, 2012 Outstanding: no shares at November 2, 2013, 5,183,506 shares at February 2, 2013 and 5,124,799 shares at October 27, 2012 | ' | 1,029,189 | 988,524 |
Stockholders' Deficit: | ' | ' | ' |
Preferred Stock, $0.0001 Par Value: Authorized: 50,000,000 shares; no shares issued and outstanding at November 2, 2013 | ' | ' | ' |
Common Stock, $0.0001 Par Value: Authorized: 500,000,000 shares at November 2, 2013 and 568,416,244 at February 2, 2013 and October 27, 2012 Issued: 74,164,281 shares at November 2, 2013, 517,979,682 shares at February 2, 2013 and 512,167,689 shares at October 27, 2012 Outstanding: 73,632,530 shares at November 2, 2013, 513,167,094 shares at February 2, 2013 and 507,355,101 shares at October 27, 2012 | 7 | 47 | 47 |
Additional Paid-In-Capital | 1,344,527 | ' | ' |
Accumulated Deficit | -1,555,993 | -1,109,501 | -1,139,054 |
Treasury Stock at Cost: | -4,325 | -4 | -4 |
Total Stockholders' Deficit | -215,784 | -1,109,458 | -1,139,011 |
Total Liabilities and Stockholders' Deficit | $2,980,892 | $2,478,082 | $2,680,002 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
Common Stock, Class L, Par Value | $0.00 | $0.00 | $0.00 |
Common Stock, Class L, Authorized | ' | 5,769,356 | 5,769,356 |
Common Stock, Class L, shares Issued | ' | 5,232,118 | 5,173,411 |
Common Stock, Class L, shares Outstanding | ' | 5,183,506 | 5,124,799 |
Preferred Stock, par value | $0.00 | ' | ' |
Preferred Stock, authorized | 50,000,000 | ' | ' |
Preferred Stock, issued | ' | ' | ' |
Preferred Stock, outstanding | ' | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 |
Common stock, authorized | 500,000,000 | 568,416,244 | 568,416,244 |
Common Stock, shares Issued | 74,164,281 | 517,979,682 | 512,167,689 |
Common Stock, shares Outstanding | 73,632,530 | 513,167,094 | 507,355,101 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations and Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 |
REVENUES: | ' | ' | ' | ' |
Net Sales | $1,064,502 | $967,894 | $3,093,226 | $2,814,497 |
Other Revenue | 8,353 | 7,958 | 24,098 | 23,051 |
Total Revenue | 1,072,855 | 975,852 | 3,117,324 | 2,837,548 |
COSTS AND EXPENSES: | ' | ' | ' | ' |
Cost of Sales | 649,637 | 594,389 | 1,917,610 | 1,757,823 |
Selling and Administrative Expenses | 363,149 | 334,975 | 1,017,610 | 945,207 |
Costs Related to Debt Amendments and Initial Public Offering | 10,506 | 131 | 21,963 | 3,225 |
Stock Option Modification Expense | 1,768 | ' | 9,031 | ' |
Restructuring and Separation Costs (Note 5) | ' | 635 | 2,179 | 2,441 |
Depreciation and Amortization | 41,071 | 40,844 | 126,310 | 120,748 |
Impairment Charges-Long-Lived Assets | 243 | 1,021 | 382 | 1,100 |
Other Income, Net | -1,703 | -1,913 | -6,308 | -6,330 |
Loss on Extinguishment of Debt | ' | ' | 617 | 3,413 |
Interest Expense (Inclusive of Gain (Loss) on Interest Rate Cap Agreements) | 32,719 | 27,421 | 100,349 | 84,529 |
Total Costs and Expenses | 1,097,390 | 997,503 | 3,189,743 | 2,912,156 |
Loss Before Income Tax Benefit | -24,535 | -21,651 | -72,419 | -74,608 |
Income Tax Benefit | -7,678 | -14,204 | -24,985 | -31,964 |
Net Loss | -16,857 | -7,447 | -47,434 | -42,644 |
Total Comprehensive Loss | -16,857 | -7,447 | -47,434 | -42,644 |
Class L Preference Amount | -28,377 | -36,436 | -111,282 | -106,175 |
Net Loss Attributable to Common Stockholders | -45,234 | -43,883 | -158,716 | -148,819 |
Allocation of Net Loss to Common Stockholders (Basic and Diluted) | -45,234 | -43,883 | -158,716 | -148,819 |
Net Income (Loss) Per Share-Basic and Diluted | ($0.12) | ($0.09) | ($0.34) | ($0.29) |
Weighted Average Number of Shares-Basic and Diluted | 373,976 | 506,880 | 468,226 | 505,296 |
Common Stock | ($0.23) | ($0.10) | ($0.65) | ($0.60) |
Basic and Diluted | 73,565 | 71,633 | 72,905 | 71,515 |
Class L Common Stock | ' | ' | ' | ' |
COSTS AND EXPENSES: | ' | ' | ' | ' |
Allocation of Net Loss to Common Stockholders (Basic and Diluted) | $28,377 | $36,436 | $111,282 | $106,175 |
Net Income (Loss) Per Share-Basic and Diluted | $8.04 | $7.12 | $23.95 | $20.80 |
Weighted Average Number of Shares-Basic and Diluted | 3,530 | 5,120 | 4,647 | 5,104 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |||
In Thousands, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | ||
OPERATING ACTIVITIES | ' | ' | ||
Net Loss | ($47,434) | ($42,644) | ||
Adjustments to Reconcile Net Loss to Net Cash Provided by Operating Activities: | ' | ' | ||
Depreciation and Amortization | 126,310 | 120,748 | ||
Impairment Charges - Long-Lived Assets | 382 | 1,100 | ||
Amortization of Debt Issuance Costs | 7,252 | 4,138 | ||
Accretion of Senior Notes | 2,382 | 1,241 | ||
Interest Rate Cap Agreement-Adjustment to Market | 67 | 19 | ||
Provision for Losses on Accounts Receivable | 131 | 105 | ||
Deferred Income Tax Benefit | -11,830 | -16,021 | ||
Loss of Retirement of Fixed Assets | 280 | 396 | ||
Loss on Extinguishment of Debt - Write-off of Deferred Financing Fees | 466 | 3,413 | ||
Excess Tax Benefit from Stock Based Compensation | ' | -302 | ||
Non-Cash Stock Based Compensation Expense | 8,202 | [1] | 1,968 | [1] |
Non-Cash Rent Expense | -6,859 | -6,532 | ||
Changes in Assets and Liabilities: | ' | ' | ||
Accounts Receivable | -7,374 | -11,883 | ||
Merchandise Inventories | -222,236 | -162,731 | ||
Prepaid and Other Current Assets | -23,235 | -16,754 | ||
Accounts Payable | 207,993 | 401,807 | ||
Other Current Liabilities and Income Tax Payable | 29,561 | 23,040 | ||
Deferred Rent Incentives | 19,171 | 19,320 | ||
Other Long Term Assets and Long Term Liabilities | 52 | -7,232 | ||
Net Cash Provided by Operating Activities | 83,281 | 313,196 | ||
INVESTING ACTIVITIES | ' | ' | ||
Cash Paid for Property and Equipment | -122,247 | -129,254 | ||
Proceeds from Sale of Property and Equipment and Assets Held for Sale | 181 | 407 | ||
Lease Acquisition Costs | ' | -430 | ||
Restricted Cash Deposits With Trustee | -230,759 | ' | ||
Net Cash Used in Investing Activities | -352,825 | -129,277 | ||
FINANCING ACTIVITIES | ' | ' | ||
Proceeds from Long Term Debt-ABL Line of Credit | 706,800 | 404,500 | ||
Principal Payments on Long Term Debt-ABL Line of Credit | -668,800 | -572,800 | ||
Proceeds from Long Term Debt -Term Loan | ' | 116,913 | ||
Principal Payments on Long Term Debt-Term Loan | -4,355 | -135,749 | ||
Proceeds from Long Term Debt-Senior Notes | 343,000 | ' | ||
Payment of Dividends | -336,000 | -1,711 | ||
Repayment of Capital Lease Obligations | -684 | -521 | ||
Stock Option Exercise and Related Tax Benefits | 2,531 | 761 | ||
Debt Issuance Costs | -22,126 | -807 | ||
Proceeds from Initial Public Offering | 260,667 | ' | ||
Offering Costs | -23,268 | ' | ||
Net Cash Provided by (Used in) Financing Activities | 257,765 | -189,414 | ||
Decrease in Cash and Cash Equivalents | -11,779 | -5,495 | ||
Cash and Cash Equivalents at Beginning of Period | 43,336 | 35,664 | ||
Cash and Cash Equivalents at End of Period | 31,557 | 30,169 | ||
Supplemental Disclosure of Cash Flow Information | ' | ' | ||
Interest Paid | 96,613 | 91,274 | ||
Net Income Tax Payments | 2,029 | 4,029 | ||
Non-Cash Investing Activities: | ' | ' | ||
Accrued Purchases of Property and Equipment | 21,848 | 22,150 | ||
Acquisition of Capital Lease | $887 | ' | ||
[1] | For the nine and three months ended November 2, 2013, the tax benefit related to the Company's non-cash stock compensation was $3.2 million and $1.0 million, respectively. For the nine and three months ended October 27, 2012, the tax benefit related to the Company's non-cash stock compensation was $0.7 million and $0.2 million, respectively |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Nov. 02, 2013 | |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of Presentation | |
As of November 2, 2013, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 521 retail stores, inclusive of its internet store. On September 10, 2013, the Company changed its name from Burlington Holdings, Inc. to Burlington Stores, Inc. | |
These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the audited Consolidated Financial Statements and notes included in the prospectus filed with the SEC on October 3, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (IPO Prospectus). The balance sheet at February 2, 2013 presented herein has been derived from the audited Consolidated Financial Statements. Because the Company’s business is seasonal in nature, the operating results for the nine and three month periods ended November 2, 2013 are not necessarily indicative of results for the fiscal year ending February 1, 2014 (Fiscal 2013). | |
Accounting policies followed by the Company are described in the IPO Prospectus. | |
On February 28, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-04, “Joint and Several Obligations,” (ASU 2013-04). In accordance with ASU 2013-04, an entity is required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Required disclosures include a description of the joint and several arrangements and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 is effective for all annual and interim periods in fiscal years beginning after December 15, 2013. However, early adoption is permitted. The Company has elected not to early adopt in the current fiscal year and does not expect ASU 2013-04, once adopted, to have a material impact on the Company’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. However, early adoption is permitted. The Company has elected not to early adopt in the current fiscal year and does not expect ASU 2013-11, once adopted, to have a material impact on the Company’s financial position or results of operations. | |
There were no other new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements during the nine month period ended November 2, 2013 and there were no new accounting standards or pronouncements that were issued but not yet effective as of November 2, 2013 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. | |
Initial Public Offering | |
On October 7, 2013, the Company completed its initial public offering (the Offering) whereby 15,333,333 shares of common stock were sold to the public. The public offering price of the shares sold in the offering was $17.00 per share. Net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses (including a transaction fee under its Advisory Agreement with an affiliate of Bain Capital equal to 1% of the gross proceeds of the offering of $2.6 million), were $237.4 million. | |
Prior to the Offering, each outstanding share of the Company’s Class A common stock was automatically cancelled and then each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock. The Company then effected an 11-for-1 split of the Company’s Class A common stock and then reclassified the Company’s Class A common stock into common stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within the Condensed Consolidated Financial Statements gives effect to the stock split. | |
Unaudited Pro Forma Information | |
The numerator in calculating the pro forma basic and diluted net loss per share is an amount equal to consolidated net loss. | |
The denominator in calculating the pro forma basic and diluted net loss per share is the weighted-average common shares outstanding during the period effected for the Reclassification and the issuance of 15,333,333 shares of common stock sold by the Company in the Offering as if the Offering occurred on January 29, 2012. |
Stockholders_Deficit
Stockholders' Deficit | 9 Months Ended | ||||||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||||||
Stockholders' Deficit | ' | ||||||||||||||||||||||||||||
2. Stockholders’ Deficit | |||||||||||||||||||||||||||||
Activity for the nine month periods ended November 2, 2013 and October 27, 2012 in the Company’s stockholders’ deficit are summarized below: | |||||||||||||||||||||||||||||
(in thousands, except share data) | |||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Treasury Stock | Total | |||||||||||||||||||||||||
Paid-in | Deficit | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | |||||||||||||||||||||||||
Balance at February 2, 2013 | 517,979,682 | $ | 47 | $ | — | $ | (1,109,501 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,109,458 | ) | |||||||||||||
Net Loss | — | — | — | (47,434 | ) | — | — | (47,434 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (8,202 | ) | (96,658 | ) | — | — | (104,860 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | 11,641,212 | 1 | — | 0 | 0 | 0 | 1 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | — | — | 8,202 | 0 | 0 | 0 | 8,202 | ||||||||||||||||||||||
Dividend | — | — | — | (302,400 | ) | 0 | 0 | (302,400 | ) | ||||||||||||||||||||
Other | (115,533 | ) | — | — | — | — | — | — | |||||||||||||||||||||
Cancellation of Class A Shares | (529,505,361 | ) | (48 | ) | — | — | 4,812,588 | 4 | (44 | ) | |||||||||||||||||||
Conversion of Class L Stock to Common Stock (a) | 58,830,948 | 6 | 1,107,338 | — | (531,751 | ) | (4,325 | ) | 1,103,019 | ||||||||||||||||||||
Initial Public Offering | 15,333,333 | 1 | 237,189 | — | — | — | 237,190 | ||||||||||||||||||||||
Balance at November 2, 2013 | 74,164,281 | $ | 7 | $ | 1,344,527 | $ | (1,555,993 | ) | (531,751 | ) | $ | (4,325 | ) | $ | (215,784 | ) | |||||||||||||
(a) | Immediately prior to the Reclassification, the Company had 5,348,268 and 5,299,927 shares of Class L common stock issued and outstanding. After consideration of the 11-for-1 stock split, this resulted in 58,830,948 shares of common stock issued immediately after the Reclassification. | ||||||||||||||||||||||||||||
(in thousands, except share data) | |||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Treasury Stock | Total | |||||||||||||||||||||||||
Paid-in | Deficit | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | |||||||||||||||||||||||||
Balance at January 28, 2012 | 510,164,622 | $ | 46 | $ | — | $ | (995,932 | ) | (4,801,599 | ) | $ | 4 | $ | (995,890 | ) | ||||||||||||||
Net Loss | — | — | — | (42,644 | ) | — | — | (42,644 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (1,842 | ) | (100,823 | ) | — | — | (102,665 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | 1,508,067 | 1 | 335 | — | — | — | 336 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | 495,000 | — | 1,507 | — | — | — | 1,507 | ||||||||||||||||||||||
Repurchase of Restricted Stock | — | — | — | — | (10,989 | ) | — | — | |||||||||||||||||||||
Other | — | — | — | 345 | — | — | 345 | ||||||||||||||||||||||
Balance at October 27, 2012 | 512,167,689 | $ | 47 | $ | — | $ | (1,139,054 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,139,011 | ) | |||||||||||||
Restricted_Cash_and_Cash_Equiv
Restricted Cash and Cash Equivalents | 9 Months Ended |
Nov. 02, 2013 | |
Restricted Cash and Cash Equivalents | ' |
3. Restricted Cash and Cash Equivalents | |
At November 2, 2013, restricted cash and cash equivalents consisted of $34.8 million of collateral in a money market fund for certain insurance contracts and $230.8 million of cash in an account with the trustee for the redemption of the Holdco notes as defined in Note 4 to the Company’s Condensed Consolidated Financial Statements entitled “Long Term Debt.” At both February 2, 2013 and October 27, 2012, restricted cash and cash equivalents consisted of $34.8 million of collateral in a money market fund for certain insurance contracts. The Company has the ability to convert the restricted cash related to collateral for certain insurance contracts to a letter of credit at anytime, which would reduce available borrowings on the Company’s ABL Line of Credit by a like amount. Refer to Note 15 to the Company’s Condensed Consolidated Financial Statements entitled “Subsequent Events” for further details of the redemption of the Holdco notes. |
Long_Term_Debt
Long Term Debt | 9 Months Ended | ||||||||||||
Nov. 02, 2013 | |||||||||||||
Long Term Debt | ' | ||||||||||||
4. Long Term Debt | |||||||||||||
Long term debt consists of: | |||||||||||||
(in thousands) | |||||||||||||
2-Nov | February 2, | October 27, | |||||||||||
2013 | 2013 | 2012 | |||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.3%) plus 4.3%, matures on February 23, 2017. | $ | 860,327 | $ | 863,084 | $ | 932,907 | |||||||
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019. | 450,000 | 450,000 | 450,000 | ||||||||||
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018 | 343,983 | — | — | ||||||||||
$600,000 ABL Senior Secured Revolving Facility, LIBOR plus spread based on average outstanding balance, expires September 2, 2016. | 38,000 | — | 21,700 | ||||||||||
Capital Lease Obligations | 23,435 | 23,232 | 23,479 | ||||||||||
Total debt | 1,715,745 | 1,336,316 | 1,428,086 | ||||||||||
Less: current maturities | (231,460 | ) | (784 | ) | (5,515 | ) | |||||||
Long-term debt, net of current maturities | $ | 1,484,285 | $ | 1,335,532 | $ | 1,422,571 | |||||||
$1 Billion Senior Secured Term Loan Facility (Term Loan Facility) | |||||||||||||
On February 15, 2013, BCFWC entered into Amendment No. 2 (Second Amendment) to the credit agreement governing its $1,000.0 million Senior Secured Term Loan Facility (Term Loan Credit Agreement). The Second Amendment created a restricted payments basket of $25 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of the Company) and all of its subsidiaries (Holdings) to use the “available amount” to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC’s consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019 (the 2019 Notes)) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied. In connection with the Second Amendment, the Company incurred a $1.6 million amendment fee that was capitalized and included in the line item “Other Assets” on the Company’s Condensed Consolidated Balance Sheet. Additionally, the Company incurred $8.9 million of additional fees, inclusive of an $8.6 million fee payable to Bain Capital, for various consulting and advisory services. These fees were included in the line item “Costs Related to Debt Amendments and Initial Public Offering” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | |||||||||||||
On May 17, 2013, BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Senior Secured Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC’s consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points. The Third Amendment was accomplished by replacing the outstanding $871.0 million principal amount of term B-1 loans (the Term B-1 Loans) with a like aggregate principal amount of term B-2 loans (the Term B-2 Loans). | |||||||||||||
The Term B-2 Loans have the same maturity date that was applicable to the Term B-1 Loans. The Term Loan Credit Agreement provisions relating to the representations and warranties, covenants and events of default applicable to the Company and the guarantors were not modified by the Third Amendment. | |||||||||||||
As a result of the Third Amendment, mandatory quarterly payments of $2.2 million are payable as of the last day of each quarter. Payments commenced on August 3, 2013. Mandatory quarterly payments for the next 12 months have been recorded in the Company’s Condensed Consolidated Balance Sheet in the line item “Current Maturities of Long Term Debt.” In accordance with Topic 470, the Company recognized a loss on the extinguishment of debt of $0.6 million, which was recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss during the second quarter of Fiscal 2013. In connection with the amendment, the Company paid an $8.7 million prepayment premium. In accordance with Topic 470, $8.6 million of this prepayment premium was capitalized and included in the line item “Other Assets,” in the Company’s Condensed Consolidated Balance Sheet. In addition, third party fees of $2.6 million were recorded in the line item “Costs Related to Debt Amendment and Initial Public Offering” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss during the second quarter of Fiscal 2013. | |||||||||||||
The Term Loan Credit Agreement contains financial, affirmative and negative covenants and requires that BCFWC, exclusive of subsidiaries (referred to herein as “BCFW”), among other things, maintain on the last day of each fiscal quarter a consolidated leverage ratio not to exceed a maximum amount and maintain a consolidated interest coverage ratio of at least a certain amount. The consolidated leverage ratio compares the Company’s total debt to Covenant EBITDA (as defined in the Term Loan Credit Agreement) for the trailing twelve months, and such ratios may not exceed 6.25 to 1 through November 2, 2013; 5.50 to 1 through November 1, 2014; 5.00 to 1 through October 31, 2015; and 4.75 to 1 at January 30, 2016 and thereafter. The consolidated interest coverage ratio compares the Company’s consolidated interest expense to Covenant EBITDA for the trailing twelve months, and such ratios must exceed 1.85 to 1 through November 2, 2013; 2.00 to 1 through October 31, 2015; and 2.10 to 1 at January 30, 2016 and thereafter. The consolidated leverage ratio and interest coverage ratio as of November 2, 2013 were 3.6 and 4.0, respectively. | |||||||||||||
Covenant EBITDA is a non-GAAP financial measure of the Company’s liquidity. Covenant EBITDA starts with consolidated net income (loss) for the period and adds back (i) depreciation, amortization, impairments and other non-cash charges that were deducted in arriving at consolidated net income (loss), (ii) the provision (benefit) for taxes, (iii) interest expense, net, (iv) advisory fees, and (v) unusual, non-recurring or extraordinary expenses, losses or charges as reasonably approved by the administrative agent for such period. Covenant EBITDA is used to calculate the consolidated leverage ratio and the interest coverage ratio. Covenant EBITDA provides management, including the Company’s chief operating decision maker, with helpful information with respect to its operations such as its ability to meet its future debt service, fund its capital expenditures and working capital requirements, and comply with various covenants in each indenture governing its outstanding notes and the credit agreements governing its senior secured credit facilities which are material to its financial condition and financial statements. | |||||||||||||
The interest rates for the Senior Secured Term Loan Facility are based on: (i) for LIBO rate loans for any interest period, at a rate per annum equal to the greater of (x) the LIBO rate, as determined by the Term Loan Facility Administrative Agent, for such interest period multiplied by the Statutory Reserve Rate (as defined in the Term Loan Credit Agreement) and (y) 1.00% (the Term Loan Adjusted LIBO Rate), plus an applicable margin; and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by JPMorgan Chase Bank, N.A. at its head office as its “prime rate,” (b) the federal funds rate in effect on such date plus 0.50% per annum, and (c) the Term Loan Adjusted LIBO Rate for the applicable class of term loans for one-month plus 1.00%, plus, in each case, an applicable margin. The interest rate on the Senior Secured Term Loan Facility was 4.3% as of November 2, 2013. | |||||||||||||
$350 Million Senior Notes | |||||||||||||
On February 20, 2013, Burlington Holdings, LLC (Holdings LLC) and Burlington Holdings Finance, Inc. (collectively the Issuers), completed the offering of $350.0 million aggregate principal amount of Senior Notes due 2018 (Holdco notes) at an issue price of 98.00%. The Holdco notes are senior unsecured obligations of the Issuers, which are not obligors or guarantors under the Senior Secured Term Loan Facility or the indenture governing the 2019 Notes. | |||||||||||||
Interest is payable on the Holdco notes on each February 15 and August 15. Payments commenced on August 3, 2013, and were paid in cash. For each interest period thereafter, the Issuers will be required to pay interest on the Holdco notes entirely in cash, unless certain conditions are satisfied, in which case the Issuers will be entitled to pay, to the extent described in the indenture governing the Holdco notes, interest on the Holdco notes by increasing the principal amount of the Holdco notes or by issuing new notes (such increase being referred to herein as PIK interest). Cash interest on the Holdco notes accrues at the rate of 9.00% per annum. PIK interest on the Holdco notes accrues at the rate of 9.75% per annum. | |||||||||||||
The Company used the net proceeds from the Offering of the Holdco notes to pay a special cash dividend of $336.0 million, in the aggregate, to the Class L and Class A common stockholders of the Company. | |||||||||||||
On October 8, 2013, the Issuers sent an irrevocable notice to the holders of the Holdco notes to redeem a portion of the Holdco notes. Refer to Note 15 to the Company’s Condensed Consolidated Financial Statements entitled “Subsequent Events” for further details of the redemption of the Holdco notes. | |||||||||||||
ABL Line of Credit | |||||||||||||
At November 2, 2013, the Company had $521.2 million available under the ABL Line of Credit and $38.0 million of outstanding borrowings. The maximum borrowings under the facility during the nine and three month periods ended November 2, 2013 amounted to $148.6 million for both periods. Average borrowings during the nine and three month periods ended November 2, 2013 amounted to $42.9 million and $81.8 million, at an average interest rate of 2.2% and 2.1%. At November 2, 2013, the Company’s borrowing rate related to the ABL Line of Credit was 4.0%. There was no outstanding balance under the ABL Line of Credit at February 2, 2013. | |||||||||||||
At October 27, 2012, the Company had $542.3 million available under the ABL Line of Credit and $21.7 million of outstanding borrowings. The maximum borrowings under the facility during the nine and three month periods ended October 27, 2012 amounted to $84.0 million and $213.7 million, respectively. Average borrowings during the nine and three month periods ended October 27, 2012 amounted to $45.0 million and $41.1 million, respectively, at average interest rates of 2.1% for both periods. At October 27, 2012 the Company’s borrowing rate related to the ABL Line of Credit was 4.0%. | |||||||||||||
The Senior Secured Term Loan Facility, ABL Line of Credit, Holdco notes and the 2019 Notes are not guaranteed by the Company, but are fully, jointly, severally, unconditionally, and irrevocably guaranteed by all of the Company’s subsidiaries. The ABL Line of Credit is collateralized by a first lien on the Company’s inventory and receivables and a second lien on the Company’s real estate and property and equipment. The Senior Secured Term Loan Facility is collateralized by a first lien on the Company’s real estate, favorable leases, and machinery and equipment and a second lien on the Company’s inventory and receivables. | |||||||||||||
As of November 2, 2013, the Company was in compliance with all of its debt covenants. The credit agreements governing the ABL Line of Credit and the Senior Secured Term Loan Facility, as well as the indenture governing the 2019 Notes, contain covenants that, among other things, limit the Company’s ability, and the ability of the Company’s restricted subsidiaries, to pay dividends on, redeem or repurchase capital stock; make investments; incur additional indebtedness or issue preferred stock; create liens; permit dividends or other restricted payments by the Company’s subsidiaries; sell all or substantially all of the Company’s assets or consolidate or merge with or into other companies; and engage in transactions with affiliates. | |||||||||||||
The Company had $39.4 million, $24.9 million and $26.2 million in deferred financing fees, net of accumulated amortization, as of November 2, 2013, February 2, 2013 and October 27, 2012, respectively, related to its debt instruments recorded in the line item “Other Assets” on the Company’s Condensed Consolidated Balance Sheets. Amortization of deferred financing fees amounted to $7.3 million and $2.7 million for the nine and three month periods ended November 2, 2013, respectively, and $4.1 million and $1.4 million for the nine and three months ended October 27, 2012, respectively, and is included in the line item “Interest Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | |||||||||||||
During the nine months ended November 2, 2013, the Company incurred new deferred financing fees of $1.6 million and $8.6 million as a result of the Second Amendment and the Third Amendment, respectively, and $11.9 million as a result of the Holdco notes, and wrote off $0.3 million deferred financing costs and accumulated amortization related to the Third Amendment. |
Restructuring_and_Separation
Restructuring and Separation | 9 Months Ended | ||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||
Restructuring and Separation | ' | ||||||||||||||||||||
5. Restructuring and Separation | |||||||||||||||||||||
The Company accounts for restructuring and separation costs in accordance with ASC Topic No. 420, “Exit or Disposal Cost Obligations” (Topic No. 420). In an effort to improve workflow efficiencies and realign certain responsibilities, the Company effected a reorganization of certain positions within its field and corporate locations. During the nine months ended November 2, 2013, severance charges of $2.2 million were recorded in the line item “Restructuring and Separation Costs” in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Loss. There were no severance charges during the three months ended November 2, 2013. In comparison, severance charges for the nine and three months ended October 27, 2012 were $2.4 million and $0.6 million, respectively. | |||||||||||||||||||||
The table below summarizes the charges and payments related to the Company’s restructuring and separation costs, which are included in the line items “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheet as of November 2, 2013 and October 27, 2012: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
February 2, | Charges | Cash | Other | November 2, | |||||||||||||||||
2013 | Payments | 2013 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 924 | $ | (889 | ) | $ | — | $ | 35 | ||||||||||
Severance – Separation Cost | 597 | 1,255 | (1,338 | ) | — | 514 | |||||||||||||||
Total | $ | 597 | $ | 2,179 | $ | (2,227 | ) | $ | — | $ | 549 | ||||||||||
(in thousands) | |||||||||||||||||||||
January 28, | Charges | Cash | Other | October 27, | |||||||||||||||||
2012 | Payments | 2012 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 1,015 | $ | (1,015 | ) | $ | — | $ | — | ||||||||||
Severance – Separation Cost | 979 | 1,426 | (1,670 | ) | — | 735 | |||||||||||||||
Total | $ | 979 | $ | 2,441 | $ | (2,685 | ) | $ | — | $ | 735 | ||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||
6. Fair Value Measurements | |||||||||||||||||||||||||
The Company accounts for fair value measurements in accordance with ASC Topic No. 820, “Fair Value Measurements and Disclosures,” (Topic No. 820) which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. Topic No. 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy: | |||||||||||||||||||||||||
Level 1: | Quoted prices for identical assets or liabilities in active markets. | ||||||||||||||||||||||||
Level 2: | Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. | ||||||||||||||||||||||||
Level 3: | Pricing inputs that are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. | ||||||||||||||||||||||||
The inputs into the determination of fair value require significant management judgment or estimation. | |||||||||||||||||||||||||
Financial Assets | |||||||||||||||||||||||||
The Company’s financial assets as of November 2, 2013 included cash equivalents, interest rate cap agreements and a note receivable. The Company’s financial liabilities are discussed below. The carrying value of cash equivalents approximates fair value due to its short-term nature. The fair values of the interest rate cap agreements are determined using quotes that are based on models whose inputs are observable LIBOR forward interest rate curves. To comply with the provisions of Topic No. 820, the Company incorporates credit valuation adjustments to appropriately reflect both the Company’s non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of the Company’s interest rate cap agreements for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. As a result, the Company has determined that the inputs used to value this investment fall within Level 2 of the fair value hierarchy. | |||||||||||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its interest rate cap agreements fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with the Company’s interest rate cap agreements utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default. As of November 2, 2013, the Company recorded credit valuation adjustments of less than $0.1 million to the overall valuation of the Company’s interest rate cap agreements. The credit valuation adjustment is not considered significant to the valuation of each of the individual interest rate cap agreements and as a result, the Company has determined that its interest rate cap agreement valuations in their entirety are classified as Level 2 within the fair value hierarchy. | |||||||||||||||||||||||||
The fair value of the note receivable is based on a discounted cash flow analysis whose inputs are unobservable, and therefore it falls within Level 3 of the fair value hierarchy. | |||||||||||||||||||||||||
The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Value Measurements at | |||||||||||||||||||||||||
November 2, | February 2, | October 27, | |||||||||||||||||||||||
2013 | 2013 | 2012 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 265,770 | $ | 34,972 | $ | 34,959 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap agreements (a) | $ | 2 | $ | 69 | $ | 95 | |||||||||||||||||||
Level 3 | |||||||||||||||||||||||||
Note Receivable (b) | $ | 385 | $ | 385 | $ | 758 | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 7 of the Company’s Condensed Consolidated Financial Statements, entitled “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements). | ||||||||||||||||||||||||
(b) | Included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in fair value of the Company’s Level 3 note receivable from October 27, 2012 to November 2, 2013 was primarily related to the Company receiving a partial payment in the amount of $0.5 million. | ||||||||||||||||||||||||
Financial Liabilities | |||||||||||||||||||||||||
The fair value of the Company’s debt as of November 2, 2013, February 2, 2013 and October 27, 2012 is noted in the table below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Amount (b) | Value (b) | Amount (b) | Value (b) | Amount (b) | Value (b) | ||||||||||||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.3%) plus 4.3%, matures on February 23, 2017 | $ | 860,327 | $ | 866,048 | $ | 863,084 | $ | 874,232 | $ | 932,907 | $ | 943,791 | |||||||||||||
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019 | 450,000 | 503,168 | 450,000 | 489,938 | 450,000 | 497,250 | |||||||||||||||||||
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018 | 343,984 | 351,500 | — | — | — | — | |||||||||||||||||||
$600,000 ABL Senior Secured Revolving Facility, LIBOR plus spread based on average outstanding balance, expires September 2, 2016 (a) | 38,000 | 38,000 | — | — | 21,700 | 21,700 | |||||||||||||||||||
Total debt | $ | 1,692,311 | $ | 1,758,716 | $ | 1,313,084 | $ | 1,364,170 | $ | 1,404,607 | $ | 1,462,741 | |||||||||||||
(a) | The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate. | ||||||||||||||||||||||||
(b) | Capital lease obligations are excluded from the table above. | ||||||||||||||||||||||||
As of November 2, 2013, the fair value of the Company’s debt, exclusive of capital leases, was $1,758.7 million compared with the carrying value of $1,692.3 million. The fair values presented herein are based on pertinent information available to management as of the respective period end dates. The estimated fair values of the Company’s debt are classified as Level 2 in the fair value hierarchy. Although management is not aware of any factors that could significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these Condensed Consolidated Financial Statements since November 2, 2013, and current estimates of fair value may differ from amounts presented herein. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 9 Months Ended | ||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||||||
7. Derivative Instruments and Hedging Activities | |||||||||||||||||||||||||
As of November 2, 2013, February 2, 2013 and October 27, 2012, the Company was party to two outstanding interest rate cap agreements to manage the interest rate risk associated with future interest payments on variable-rate debt. | |||||||||||||||||||||||||
The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815 “Derivatives and Hedging” (Topic No. 815). The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest rates. The Company’s senior secured credit facilities contain floating rate obligations and are subject to interest rate fluctuations. The Company uses interest rate cap agreements, which are designated as economic hedges, to manage interest rate risk associated with the Company’s variable-rate borrowings and to minimize the negative impact of interest rate fluctuations on its earnings and cash flows, thus reducing the Company’s exposure to variability in expected future cash flows. Topic No. 815 requires recognition of all derivative instruments as either assets or liabilities at fair value in the statement of financial position. Interest rate cap agreements are recorded at a fair value and adjusted to market on a quarterly basis. Gains or losses associated with the interest rate cap agreements are recorded in the line item “Interest Expense” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss and in the line item “Interest Rate Cap Agreement – Adjustment to Market” on the Company’s Condensed Consolidated Statements of Cash Flows. The Company’s two interest rate cap agreements each have a notional principal amount of $450 million, a cap rate of 7% and terminate on May 31, 2015. | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Asset Derivatives | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||||
Under Topic No. 815 | Sheet | Value | Sheet | Value | Sheet | Value | |||||||||||||||||||
Location | Location | Location | |||||||||||||||||||||||
Interest Rate Cap Agreements | Other Assets | $ | 2 | Other Assets | $ | 69 | Other Assets | $ | 95 | ||||||||||||||||
Liability Derivatives | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||||
Under Topic No. 815 | Sheet | Value | Sheet | Value | Sheet | Value | |||||||||||||||||||
Location | Location | Location | |||||||||||||||||||||||
Interest Rate Cap Agreements | Other Liabilities | $ | — | Other Liabilities | $ | — | Other Liabilities | $ | — | ||||||||||||||||
(Gain) or Loss on Derivative Instruments | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Loss (Gain) | Amount of Loss (Gain) | |||||||||||||||||||||||
Under Topic No. 815 | Recognized in | Recognized in Comprehensive Loss related to | |||||||||||||||||||||||
Comprehensive Loss related | Derivatives | ||||||||||||||||||||||||
to Derivatives | |||||||||||||||||||||||||
Nine months Ended | Three Months Ended | ||||||||||||||||||||||||
November 2, | October 27, | November 2, | October 27, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Interest Rate Cap Agreements | Interest Expense | $ | 67 | $ | 19 | $ | 13 | $ | 85 |
Income_Taxes
Income Taxes | 9 Months Ended | ||||||||||||
Nov. 02, 2013 | |||||||||||||
Income Taxes | ' | ||||||||||||
8. Income Taxes | |||||||||||||
Net deferred taxes are as follows: | |||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||
Current Deferred Tax Asset | $ | 14,209 | $ | 6,133 | $ | 16,283 | |||||||
Non-Current Deferred Tax Liability | 249,585 | 253,339 | 254,082 | ||||||||||
Net Deferred Tax Liability | $ | 235,376 | $ | 247,206 | $ | 237,799 | |||||||
Current deferred tax assets consisted primarily of certain operating costs and inventory related costs not currently deductible for tax purposes. Non-current deferred tax liabilities primarily relate to rent expense, intangible assets, and depreciation expense where the Company has a future obligation for tax purposes. | |||||||||||||
In accordance with ASC Topic No. 270, Interim Reporting (Topic No. 270) and ASC Topic No. 740, Income Taxes (Topic No. 740), at the end of each interim period the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. As of November 2, 2013 and October 27, 2012, the Company’s best estimate of its annual effective income tax rate was 38.6% and 38.1%, respectively, (before discrete items). | |||||||||||||
As of November 2, 2013, February 2, 2013 and October 27, 2012, valuation allowances amounted to $5.8 million, $5.8 million and $6.1 million, respectively, primarily related to state tax net operating losses. The Company believes that it is more likely than not that a portion of the benefit of the state tax net operating losses will not be realized. The state net operating losses have been generated in a number of taxing jurisdictions and are subject to various expiration periods ranging from five to twenty years beginning with Fiscal 2012. | |||||||||||||
In addition, management also determined that a full valuation allowance of $2.1 million and $2.0 million were required against the tax benefit associated with Puerto Rico deferred tax assets as of November 2, 2013 and February 2, 2013, respectively. |
Capital_Stock
Capital Stock | 9 Months Ended | ||
Nov. 02, 2013 | |||
Capital Stock | ' | ||
9. Capital Stock | |||
Capital Structure after the Reclassification | |||
General | |||
Immediately after the Reclassification on October 2, 2013, all of the outstanding Class A common stock and Class L common stock were reclassified into 58,299,197 shares of common stock. | |||
Common Stock | |||
As of November 2, 2013, the total amount of the Company’s authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of undesignated preferred stock. | |||
The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase any of the Company’s securities. The Company’s common stock is neither convertible nor redeemable. Unless the Company’s Board of Directors determines otherwise, the Company will issue all of the Company’s capital stock in uncertificated form. | |||
Preferred Stock | |||
The Company does not have any shares of preferred stock outstanding. The Company’s Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware (the “DGCL”). The issuance of the Company’s preferred stock could have the effect of decreasing the trading price of the Company’s common stock, restricting dividends on the Company’s capital stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s capital stock, or delaying or preventing a change in control of the Company. | |||
Voting Rights | |||
Each holder of the Company’s common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company’s amended and restated bylaws provide that the presence, in person or by proxy, of holders of shares representing a majority of the outstanding shares of capital stock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law or the Company’s certificate of incorporation, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights. | |||
Dividend Rights | |||
Each holder of shares of the Company’s capital stock will be entitled to receive such dividends and other distributions in cash, stock or property as may be declared by the Company’s Board of Directors from time to time out of the Company’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of any other class or series of the Company’s preferred stock. | |||
Other Rights | |||
Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that the Company may designate and issue in the future. | |||
Liquidation Rights | |||
If the Company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding. | |||
Capital Structure prior to the Reclassification | |||
General | |||
Immediately prior to the Reclassification on October 2, 2013, there were 66 stockholders of record of both the Company’s Class A common stock and Class L common stock, and the Company had outstanding 524,692,773 shares of Class A common stock and 5,299,927 shares of Class L common stock. | |||
Common Stock | |||
The Company’s charter authorized the Company to issue 588,685,600 shares of common stock consisting of: | |||
(a) | 582,771,244 shares of common stock, par value $0.0001 per share; and | ||
(b) | 5,914,356 shares of Class L common stock, par value $0.0001 per share. | ||
Class L common stock was legally designated as common stock, but was entitled to a priority return preference equal to the sum of (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly). | |||
After payment of all preferential rights attributable to the Class L common stock, each share of the Class A common stock and Class L common stock would participate ratably in all distributions by the Company to the holders of its common stock. All holders of Class L and Class A common stock were entitled to one vote per share on all matters to be voted on by the Company’s stockholders. | |||
Class L common stock had a Mandatory Conversion to Class A common stock in the event of an Initial Public Offering (IPO) or Realization Event, as determined by the Board of Directors of the Company. Each outstanding share of Class L common stock was convertible into (i) a number of shares of Class A common stock equal to one plus a number of additional shares of Class A common stock determined by dividing the accreted preference (which was equal to the Class L base amount of $81 per share plus an amount sufficient to generate an internal rate of return of 14.5% per annum on the Class L common stock base amount) by the applicable per share price (as defined in the Company’s charter) in the event that the total equity value was greater than the Class L Conversion Amount (as defined in the Company’s charter) and (ii) one share of Class A common stock in the event that the total equity value was less than or equal to the Class L Conversion Amount. The Class L shares, as a hybrid instrument, were classified as temporary equity within the Company’s Consolidated Balance Sheets pursuant to ASC 480, Distinguishing Liabilities from Equity. | |||
Upon liquidation of the Company, the Class A and Class L stockholders were to be paid in the following order of priority: | |||
1 | The holders of Class L common stock, as a single and separate class, were entitled to receive all liquidation distributions until each share had been paid an amount equal to Class L base amount of $81 per share. | ||
2 | After all holders of Class L common stock had received their distributions, any additional distributions were to be made to each holder of both Class A and Class L common stock as a single class pro-rata based on the number of outstanding shares of Class A and Class L common stock, provided that, for purposes of the distributions in this paragraph 2, each share of Class L common stock were to be deemed to be converted into a number of Class A shares equal to the Class L Conversion Constant, as determined by the Board of Directors of the Company. | ||
Treasury Stock | |||
The Company accounted for treasury stock under the cost method. | |||
Dividend | |||
During the first quarter of Fiscal 2011, the Company declared a cash dividend of $300.0 million in the aggregate to the equity holders of the Company on a pro rata basis. Of the $300.0 million, $0.4 million was forfeited and reverted back to the Company as a result of certain members of management forfeiting their shares before they become fully vested. | |||
During the first quarter of Fiscal 2013, the Board of Directors declared an aggregate dividend in the amount of $336.0 million, payable on that date in accordance with the Company’s charter to the holders of the Company’s Common Stock as of that date. |
Net_Loss_Per_Share
Net Loss Per Share | 9 Months Ended | ||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||
Net Loss Per Share | ' | ||||||||||||||||
10. Net Loss Per Share | |||||||||||||||||
Immediately before the Reclassification on October 2, 2013, net income (loss) per share was calculated using the two-class method, which is an earnings allocation formula that determines net income (loss) per share for the holders of the Company’s Class A common stock and the holders of Class L common stock. Holders of Class L shares contained participation rights with respect to certain distributions, as defined. | |||||||||||||||||
The numerator in calculating Class L basic and diluted income per share was the Class L preference amount, as defined above, for all outstanding L Shares, accrued at 14.5% per annum during the year presented plus, if positive, a pro rata share of an amount equal to consolidated net income (loss) less the Class L preference amount. | |||||||||||||||||
The numerator in calculating common stock basic loss per share was an amount equal to consolidated net loss less the Class L preference amount. In determining the net loss attributable to common stockholders for computing diluted loss per share, the Company increased the loss to reflect the annual preference amount for dilutive Class L common stock equivalents. This amount did not impact Class L diluted income per share because diluted earnings per share would be increased when taking the dilutive common stock equivalents into account, and thus be antidilutive. | |||||||||||||||||
Immediately after the Reclassification on October 2, 2013, net income (loss) per share is calculated using the treasury stock method. | |||||||||||||||||
The computation of basic and diluted earnings per common share is as follows: | |||||||||||||||||
Nine Months Ended | Three Months Ended | ||||||||||||||||
November 2, | October 27, | November 2, | October 27, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net Loss | $ | (47,434 | ) | $ | (42,644 | ) | $ | (16,857 | ) | $ | (7,447 | ) | |||||
Class L Preference Amount | $ | (111,282 | ) | $ | (106,175 | ) | $ | (28,377 | ) | $ | (36,436 | ) | |||||
Net Loss Attributable to Common Stockholders | $ | (158,716 | ) | $ | (148,819 | ) | $ | (45,234 | ) | $ | (43,883 | ) | |||||
Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted) | |||||||||||||||||
Class L Stockholders | $ | 111,282 | $ | 106,175 | $ | 28,377 | $ | 36,436 | |||||||||
Common Stockholders | $ | (158,716 | ) | $ | (148,819 | ) | $ | (45,234 | ) | $ | (43,883 | ) | |||||
Net Income (Loss) Per Share—Basic and Diluted: | |||||||||||||||||
Class L Stockholders | $ | 23.95 | $ | 20.8 | $ | 8.04 | $ | 7.12 | |||||||||
Common Stockholders | $ | (0.34 | ) | $ | (0.29 | ) | $ | (0.12 | ) | $ | (0.09 | ) | |||||
Weighted Average Number of Shares—Basic and Diluted: | |||||||||||||||||
Class L Stockholders | 4,647 | 5,104 | 3,530 | 5,120 | |||||||||||||
Common Stockholders | 468,226 | 505,296 | 373,976 | 506,880 | |||||||||||||
The Company determined the Class L Preference Amount of Common Stock Equivalents based upon the Class L diluted common stock equivalents multiplied by (i) $81 per share base amount plus (ii) the annual impact of the amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly). | |||||||||||||||||
As of November 2, 2013, there were unvested options outstanding to purchase common stock of 3,781,195 shares, all of which may be dilutive in the future. | |||||||||||||||||
As of October 27, 2012, there were unvested options outstanding to purchase Class L common stock of 266,872 shares, and there were unvested options outstanding to purchase Class A Common Stock of 26,420,328 shares. | |||||||||||||||||
As of November 2, 2013, there were non-vested restricted stock units of common stock of 55,000 shares. All of which may be dilutive in the future. | |||||||||||||||||
As of October 27, 2012, there were non-vested restricted stock units of Class L common stock of 5,000 shares, and there were non-vested restricted stock units of Class A Common Stock of 495,000 shares. | |||||||||||||||||
Changes in Class L Common Stock | |||||||||||||||||
The changes in Class L Common Stock were as follows: | |||||||||||||||||
(in thousands, except share data) | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
November 2, 2013 | October 27, 2012 | ||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||
Class L Common Stock, beginning of year | 5,183,506 | $ | 1,029,189 | 5,104,677 | $ | 884,945 | |||||||||||
Stock Option Exercised and Related Tax Benefits - Class L Common Stock | 117,588 | 2,531 | 15,233 | 422 | |||||||||||||
Issuance/Forfeiture of Restricted Shares and Compensation | — | 61 | 5,000 | 461 | |||||||||||||
Dividend | — | (33,600 | ) | — | 38 | ||||||||||||
Repurchase of Class L Common Stock | — | — | (111 | ) | (7 | ) | |||||||||||
Other | (1,167 | ) | (22 | ) | — | — | |||||||||||
Accretion of Class L preferred return | — | 104,860 | — | 102,665 | |||||||||||||
Conversion of Class L Stock to Common Stock | (5,299,927 | ) | (1,103,019 | ) | — | — | |||||||||||
— | $ | — | 5,124,799 | $ | 988,524 | ||||||||||||
Accretion of Class L Preferred Return is determined based upon the outstanding shares owned by the Company’s majority stockholder multiplied by (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly). | |||||||||||||||||
The Company accounted for the fair value measurement of its Class L common stock in accordance with ASC Topic No. 820, as described in Note 6 to these Condensed Consolidated Financial Statements entitled “Fair Value Measurements.” The inputs into the determination of fair value require significant management judgment or estimation. The fair value of the Company’s Class L common stock fell into Level 2 of the fair value hierarchy as it was a model-derived valuation whose inputs are observable. As of October 27, 2012, the fair value of the Company’s outstanding Class L common stock was $460.6 million. |
Stock_Option_and_Award_Plans_a
Stock Option and Award Plans and Stock-Based Compensation | 9 Months Ended | ||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||
Stock Option and Award Plans and Stock-Based Compensation | ' | ||||||||||||||||
11. Stock Option and Award Plans and Stock-Based Compensation | |||||||||||||||||
On May 1, 2013, the Company’s Board of Directors approved the Company’s assumption and adoption of the 2006 Management Incentive Plan (the 2006 Plan) that was previously sponsored by Burlington Coat Factory Holdings, LLC. The Company’s 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans) was adopted effective prior to and in connection with the Offering. The 2006 Plan and the 2013 Plan each provide for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates. Prior to the Offering, grants made pursuant to the 2006 Plan were comprised of units of the Company’s common stock. Each “unit” consisted of nine shares of the Company’s Class A common stock and one share of the Company’s Class L common stock. Awards previously granted under the 2006 Plan have been retroactively adjusted to reflect the Reclassification. | |||||||||||||||||
As of November 2, 2013, there were 10,125,258 shares of common stock authorized for issuance under the 2006 Plan and 6,000,000 shares of common stock authorized for issuance under the 2013 Plan. | |||||||||||||||||
Non-cash stock compensation expense for the nine and three months ended November 2, 2013 amounted to $8.2 million and $2.5 million, respectively as compared with $2.0 million and $0.6 million for the nine and three months ended October 27, 2012, respectively. The table below summarizes the types of stock compensation: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Nine Months Ended | Three months Ended | ||||||||||||||||
Type of Non-Cash Stock Compensation | November 2, 2013 | October 27, 2012 | November 2, 2013 | October 27, 2012 | |||||||||||||
Stock Option Modification (a) | $ | 4,986 | $ | — | $ | 1,534 | $ | — | |||||||||
Stock Option Grants (b) | 3,155 | 1,507 | 963 | 590 | |||||||||||||
Restricted Stock Issuances(b) | 61 | 461 | 20 | (25 | ) | ||||||||||||
Total (c) | $ | 8,202 | $ | 1,968 | $ | 2,517 | $ | 565 | |||||||||
(a) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the nine and three months ended November 2, 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||||||||||||||
(b) | Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||||||||||||||
(c) | For the nine and three months ended November 2, 2013, the tax benefit related to the Company’s non-cash stock compensation was $3.2 million and $1.0 million, respectively. For the nine and three months ended October 27, 2012, the tax benefit related to the Company’s non-cash stock compensation was $0.7 million and $0.2 million, respectively. | ||||||||||||||||
Stock Options | |||||||||||||||||
The Company accounts for awards issued under the Plans in accordance with ASC Topic No. 718, “Stock Compensation.” Options granted during the nine month period ended November 2, 2013 were all service-based awards and were granted under the 2006 Plan at exercise prices of $4.55 per share. Options granted during the nine months ended October 27, 2012 were all service-based awards and were granted under the 2006 Plan at exercise prices of $5.91 and $10.91 per share (subsequently modified in connection with the issuance of the Holdco notes, as described below). | |||||||||||||||||
During the nine months ended November 2, 2013, the Company made a special one-time grant under the 2006 Plan to certain members of its management team which resulted in the grant of options to purchase an aggregate of 1,595,000 shares of common stock. These one-time grants vest 20% on each of the first five anniversaries of the Trigger Date. The Trigger Date is defined as the date after the vesting of all other options held by the grantee which were granted to the grantee prior to May 2013 and remain outstanding and unvested as of the date of the one-time grant. All other service-based awards granted during the nine month periods ended November 2, 2013 and October 27, 2012 vest 40% on the second anniversary of the award with the remaining amount vesting ratably over the subsequent three years. The final exercise date for any option granted is the tenth anniversary of the grant date. | |||||||||||||||||
In order to mitigate the impact of the $336.0 million dividend paid in connection with the issuance of the Holdco notes in February 2013 , the Company’s Board of Directors in May 2013 approved a modification to all then outstanding options through a combination of exercise price reductions and cash payments to option holders. The reduction of the exercise prices of each outstanding option was as follows: | |||||||||||||||||
• | from $2.78 per share to $0.79 – $1.65 per share; | ||||||||||||||||
• | from $4.55 per share to $0.79 per share; | ||||||||||||||||
• | from $5.91 per share to $0.79 - $0.94 per share; | ||||||||||||||||
• | from $10.91 per share to $3.17 - $5.02 per share; and | ||||||||||||||||
• | from $10.96 per share to $3.17 - $5.07 per share. | ||||||||||||||||
The modifications, through a combination of either reduced exercise prices or cash payments, did not affect the existing vesting schedules. The modification expense, which contemplates the fair value of awards both immediately before and after the modification, will result in a total of $16.5 million of incremental compensation expense, and will be recorded over the remaining vesting periods. The $16.5 million of incremental compensation expense is comprised of $11.0 million, which is non-cash, and $5.5 million, which will be paid in cash. During the nine and three months ended November 2, 2013, based on vesting of the options as of November 2, 2013, the Company recorded compensation expense of $9.0 million and $1.8 million, respectively, in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss, of which $4.0 million and $0.3 million, respectively, is payable in cash. | |||||||||||||||||
With the exception of the special one-time grants made during the nine months ended November 2, 2013, all options awarded pursuant to the 2006 Plan become exercisable upon a change of control as defined in the Stockholders Agreement. Unless determined otherwise by the plan administrator and except as otherwise set forth in the option holders’ stock agreement, upon cessation of employment, (1) options under the 2006 Plan that have not vested will terminate immediately; (2) shares of common stock previously issued upon the exercise of vested options under the 2006 Plan will be callable at the Company’s option; and (3) unexercised vested options under the 2006 Plan will be exercisable for a period of 60 days. | |||||||||||||||||
As of November 2, 2013, the Company had 4,655,651 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan, and there was approximately $15.1 million of unearned non-cash stock-based option compensation that the Company expects to recognize as expense over a weighted average period of 3.6 years. The service-based awards are expensed on a straight-line basis over the requisite service period. As of November 2, 2013, 18.8 percent of outstanding options to purchase shares of common stock under the 2006 Plan had vested. As of November 2, 2013, no awards were outstanding under the 2013 Plan. | |||||||||||||||||
Stock option transactions during the eight month period ended October 2, 2013 are summarized as follows: | |||||||||||||||||
Number of Units | Weighted Average | ||||||||||||||||
Exercise Price Per | |||||||||||||||||
Unit | |||||||||||||||||
Options Outstanding February 2, 2013 | 424,231 | $ | 6.96 | ||||||||||||||
Options Granted | 175,500 | 4.55 | |||||||||||||||
Options Forfeited | (56,402 | ) | 6.82 | ||||||||||||||
Options Exercised (a) | (117,588 | ) | 1.96 | ||||||||||||||
Cancellation of Class A Units | (425,741 | ) | 2.95 | ||||||||||||||
Options Outstanding October 2, 2013 | — | $ | — | ||||||||||||||
(a) | Options exercised during the nine months ended November 2, 2013 had a total intrinsic value of $9.2 million. | ||||||||||||||||
As a result of the Reclassification on October 2, 2013, units of the Company’s common stock were reclassified to shares of the Company’s common stock. Stock option transactions during the one month period ended November 2, 2013 are summarized as follows: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Exercise Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options Outstanding October 2, 2013 | 4,683,151 | $ | 2.95 | ||||||||||||||
Options Granted | — | — | |||||||||||||||
Options Forfeited | (27,500 | ) | 2.2 | ||||||||||||||
Options Exercised (a) | — | — | |||||||||||||||
Options Outstanding November 2, 2013 | 4,655,651 | $ | 2.95 | ||||||||||||||
Non-vested stock option share transactions during the eight months ended October 2, 2013 are summarized below: | |||||||||||||||||
Number of Units | Weighted Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value Per Unit | |||||||||||||||||
Non-Vested Outstanding February 2, 2013 | 255,457 | $ | 3.06 | ||||||||||||||
Granted | 175,500 | 5.64 | |||||||||||||||
Vested | (61,051 | ) | 3.05 | ||||||||||||||
Forfeited | (22,263 | ) | 3.41 | ||||||||||||||
Cancellation of Class A Units | (347,643 | ) | 4.45 | ||||||||||||||
Non-Vested Options Outstanding October 2, 2013 | — | — | |||||||||||||||
As a result of the Reclassification on October 2, 2013, units of the Company’s common stock were reclassified to shares of the Company’s common stock. Non-vested stock option share transactions during the one month ended November 2, 2013 are summarized below: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Share | |||||||||||||||||
Non-Vested Options Outstanding, October 2, 2013 | 3,824,073 | $ | 4.45 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (15,378 | ) | 2.69 | ||||||||||||||
Forfeited | (27,500 | ) | 2.33 | ||||||||||||||
Non-Vested Options Outstanding, November 2, 2013 | 3,781,195 | $ | 4.47 | ||||||||||||||
The following table summarizes information about the exercise price and weighted average remaining contractual life of options to purchase shares that were outstanding under the 2006 Plan as well as options that were exercisable under the 2006 Plan as of November 2, 2013: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number | Weighted | Number | Weighted | |||||||||||||
Outstanding | Average | Exercisable | Average | ||||||||||||||
At | Remaining | At | Remaining | ||||||||||||||
November 2, 2013 | Contractual Life | November 2, 2013 | Contractual Life | ||||||||||||||
(Years) | (Years) | ||||||||||||||||
$0.79 - $0.94 | 1,794,793 | 6.7 | 492,646 | 5.6 | |||||||||||||
$1.65 | 36,674 | 7 | — | — | |||||||||||||
$3.17 | 550,187 | 6.4 | 196,020 | 4.7 | |||||||||||||
$4.55 - $5.91 | 2,273,997 | 9.1 | 185,790 | 5.1 | |||||||||||||
4,655,651 | 874,456 | ||||||||||||||||
The following table summarizes information about the exercise prices and weighted average remaining contractual life of vested options and options expected to vest during the contractual term: | |||||||||||||||||
Exercise Prices | Options | Weighted | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and Expected to Vest as of November 2, 2013 | |||||||||||||||||
$0.79 - $0.94 | 1,467,369 | 6.7 | $ | 0.8 | |||||||||||||
$1.65 | 11,739 | 3.9 | $ | 1.65 | |||||||||||||
$3.17 | 460,519 | 6.2 | $ | 3.17 | |||||||||||||
$4.55 - $5.91 | 1,833,130 | 9.1 | $ | 4.63 | |||||||||||||
3,772,757 | |||||||||||||||||
The fair value of each option granted is estimated on the date of grant using the Monte Carlo Simulation option pricing model with the following weighted average assumptions used for grants under the 2006 Plan during the nine months ended November 2, 2013 and October 27, 2012: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
2-Nov-13 | October 27, 2012 | ||||||||||||||||
Risk-Free Interest Rate | 1.7 | % | 1.0 – 1.3% | ||||||||||||||
Expected Volatility | 36.8 | % | 35.00% | ||||||||||||||
Expected Life (years) | 7.4 | 6.6 | |||||||||||||||
Contractual Life (years) | 10 | 10 | |||||||||||||||
Expected Dividend Yield | 0 | % | 0.00% | ||||||||||||||
Weighted Average Grant Date Fair Value of Options Issued at an exercise price of: | |||||||||||||||||
$4.55 | $ | 5.64 | $2.56 | ||||||||||||||
$5.91 | $ | n/a | $4.31 | ||||||||||||||
$10.91 | $ | n/a | $2.78 |
Other_Liabilities
Other Liabilities | 9 Months Ended |
Nov. 02, 2013 | |
Other Liabilities | ' |
12. Other Liabilities | |
Other Current Liabilities | |
Other current liabilities primarily consist of sales tax payable, customer liabilities, accrued payroll costs, self-insurance reserves, accrued operating expenses, payroll taxes payable, current portion of straight-line rent liability and other miscellaneous items. Customer liabilities comprised of gift cards and layaway deposits totaled $33.4 million, $30.0 million and $30.5 million as of November 2, 2013, February 2, 2013 and October 27, 2012, respectively. | |
The Company has risk participation agreements with insurance carriers with respect to workers’ compensation, general liability insurance and health insurance. Pursuant to these arrangements, the Company is responsible for paying individual claims up to designated dollar limits. The amounts included in costs related to these claims are estimated and can vary based on changes in assumptions or claims experience included in the associated insurance programs. An increase in worker’s compensation or health insurance claims by employees or general liability claims may result in a corresponding increase in costs related to these claims. Self-insurance reserves were $54.5 million, $52.4 million and $47.7 million, as of November 2, 2013, February 2, 2013 and October 27, 2012, respectively. At November 2, 2013, February 2, 2013 and October 27, 2012, the portion of self-insurance reserve expected to be paid in the next twelve months of $22.2 million, $21.2 million and $18.8 million, respectively, were recorded in the line item “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheets. The remaining balances at November 2, 2013, February 2, 2013 and October 27, 2012 of $32.3 million, $31.2 million and $28.9 million, respectively, were recorded in the line item “Other Liabilities” in the Company’s Condensed Consolidated Balance Sheets. | |
Other Liabilities | |
Other liabilities primarily consist of deferred lease incentives, the long term portion of self-insurance reserves, the excess of straight-line rent expense over actual rental payments and tax liabilities associated with the uncertain tax positions recognized by the Company in accordance with Topic No. 740. | |
Deferred lease incentives are funds received or receivable from landlords used primarily to offset the costs incurred for remodeling of stores. These deferred lease incentives are amortized over the expected lease term including rent holiday periods and option periods where the exercise of the option can be reasonably assured. Amortization of deferred lease incentives is included in the line item “Selling and Administrative Expenses” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. At November 2, 2013, February 2, 2013 and October 27, 2012, deferred lease incentives were $147.2 million, $138.1 million, and $127.0 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 02, 2013 | |
Commitments and Contingencies | ' |
13. Commitments and Contingencies | |
Legal | |
The Company establishes reserves relating to legal claims, in connection with litigation to which the Company is party from time to time in the ordinary course of business. The aggregate amounts of such reserves were $1.2 million, $0.9 million and $1.0 million as of November 2, 2013, February 2, 2013 and October 27, 2012, respectively. The Company believes that potential liabilities in excess of those recorded will not have a material effect on the Company’s Condensed Consolidated Financial Statements. However, there can be no assurances to this effect. | |
There have been no significant changes in the Company’s commitments and contingencies from those disclosed in the IPO prospectus, except as noted below: | |
Lease Agreements | |
The Company enters into lease agreements during the ordinary course of business in order to secure favorable store locations. As of November 2, 2013, there were no new lease agreements for locations at which stores are expected to be opened during the remainder of Fiscal 2013. The Company’s minimum lease payments for all operating leases are expected to be $60.4 million, $247.4 million, $229.8 million, $214.4 million, $193.8 million and $699.1 million for the remainder of the fiscal year ended February 1, 2014, and the fiscal years ended January 31, 2015, January 30, 2016, January 28, 2017, February 3, 2018 and February 2, 2019 and all subsequent years thereafter, respectively. | |
Letters of Credit | |
The Company had letters of credit arrangements with various banks in the aggregate amount of $40.8 million and $36.0 million as of November 2, 2013 and October 27, 2012, respectively. Among these arrangements as of November 2, 2013 and October 27, 2012, the Company had letters of credit in the amount of $29.2 million and $26.2 million, respectively, guaranteeing performance under various insurance contracts and utility agreements. In addition, the Company had outstanding letters of credit agreements in the amounts of $11.6 million and $9.8 million at November 2, 2013 and October 27, 2012, respectively, related to certain merchandising agreements. Based on the terms of the credit agreement related to the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $521.2 million and $542.3 million as of November 2, 2013 and October 27, 2012, respectively. | |
The Company had irrevocable letters of credit in the amount of $35.3 million as of February 2, 2013. Based on the terms of the credit agreement relating to the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $422.7 million as of February 2, 2013. Letters of credit outstanding at February 2, 2013 amounted to $26.7 million, guaranteeing performance under various lease agreements, insurance contracts and utility agreements. The Company also had letters of credit in the amount of $8.6 million at February 2, 2013 related to certain merchandising agreements. |
Related_Parties
Related Parties | 9 Months Ended |
Nov. 02, 2013 | |
Related Parties | ' |
14. Related Parties | |
In connection with the purchase of the Company by Bain Capital in April of 2006, the Company entered into an advisory agreement with Bain Capital (the Advisory Agreement) pursuant to which Bain Capital provided management, consulting, financial and other advisory services. The Advisory Agreement had a 10-year initial term, and thereafter was subject to automatic one-year extensions unless the Company or Bain Capital provides written notice of termination, except that the agreement terminated automatically upon an initial public offering or a change of control of the Company. If the Advisory Agreement terminated early, Bain Capital would be entitled to receive all unpaid fees and unreimbursed out-of-pocket fees and expenses, as well as the present value of the periodic fee that would otherwise have been payable through the end of the 10-year term. The Advisory Agreement was terminated on October 2, 2013 in connection with the Offering. As a result of the termination, Bain Capital was paid a fee of $10.1 million which is included in the line item “Costs Related to Debt Amendments and Initial Public Offering” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. Prior to the termination of the Advisory Agreement, Bain Capital was paid a periodic fee of $1.0 million per fiscal quarter plus reimbursement for reasonable out-of-pocket fees, and a fee equal to 1% of the transaction value of certain financing, acquisition, disposition or change of control or similar transactions by or involving the Company. Fees paid to Bain Capital amounted to $2.9 million and $0.7 million for the nine and three month period ended November 2, 2013, respectively, exclusive of the termination fee. Fees paid to Bain Capital amounted to $3.1 million and $1.0 million for the nine and three month period ended October 27, 2012, respectively. These fees are included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. As of November 2, 2013, there were no prepaid advisory fees related to the Advisory Agreement. As of October 27, 2012, the Company had $0.7 million of prepaid advisory fees related to the Advisory Agreement recorded within the line item “Prepaid and Other Current Assets” in the Company’s Condensed Consolidated Balance Sheets. | |
Bain Capital, either directly or through affiliates, has ownership interests in a broad range of companies (Portfolio Companies) with whom the Company may from time to time enter into commercial transactions in the ordinary course of business, primarily for the purchase of goods and services. The Company believes that none of the Company’s transactions or arrangements with Portfolio Companies are significant enough to be considered material to Bain Capital or to its business. | |
The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases. |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Nov. 02, 2013 | |
Subsequent Events | ' |
15. Subsequent Events | |
On October 8, 2013, the Company irrevocably called for redemption, on November 7, 2013, $221.8 million aggregate principal amount of the Holdco notes outstanding and deposited $230.8 million of cash, representing the redemption price, call premium plus all interest payable through the settlement date, in an account with the trustee for the Holdco notes. As a result of the redemption notice, $221.8 million of the Holdco notes have been classified within the current maturities of long-term debt and the cash on deposit has been recorded as restricted cash deposits with trustee, each within the Company’s Condensed Consolidated Balance Sheet as of November 2, 2013. | |
On November 7, 2013, the redemption of $221.8 million of Holdco notes was completed and all funds were remitted to the note holders. Accordingly, the Company will recognize a loss on the extinguishment of long-term debt of $14.7 million in the fourth quarter of 2013, such loss includes $4.4 million in redemption premiums and $3.8 million and $6.5 million for the write-off the unamortized original issue discount and deferred financing costs, respectively. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Nov. 02, 2013 | |
Basis of Presentation | ' |
Basis of Presentation | |
As of November 2, 2013, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 521 retail stores, inclusive of its internet store. On September 10, 2013, the Company changed its name from Burlington Holdings, Inc. to Burlington Stores, Inc. | |
These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the audited Consolidated Financial Statements and notes included in the prospectus filed with the SEC on October 3, 2013 pursuant to Rule 424(b) under the Securities Act of 1933, as amended (IPO Prospectus). The balance sheet at February 2, 2013 presented herein has been derived from the audited Consolidated Financial Statements. Because the Company’s business is seasonal in nature, the operating results for the nine and three month periods ended November 2, 2013 are not necessarily indicative of results for the fiscal year ending February 1, 2014 (Fiscal 2013). | |
Accounting policies followed by the Company are described in the IPO Prospectus. | |
On February 28, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-04, “Joint and Several Obligations,” (ASU 2013-04). In accordance with ASU 2013-04, an entity is required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Required disclosures include a description of the joint and several arrangements and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 is effective for all annual and interim periods in fiscal years beginning after December 15, 2013. However, early adoption is permitted. The Company has elected not to early adopt in the current fiscal year and does not expect ASU 2013-04, once adopted, to have a material impact on the Company’s financial position or results of operations. | |
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU 2013-11 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. However, early adoption is permitted. The Company has elected not to early adopt in the current fiscal year and does not expect ASU 2013-11, once adopted, to have a material impact on the Company’s financial position or results of operations. | |
There were no other new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements during the nine month period ended November 2, 2013 and there were no new accounting standards or pronouncements that were issued but not yet effective as of November 2, 2013 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. | |
Initial Public Offering | ' |
Initial Public Offering | |
On October 7, 2013, the Company completed its initial public offering (the Offering) whereby 15,333,333 shares of common stock were sold to the public. The public offering price of the shares sold in the offering was $17.00 per share. Net proceeds from the offering, after deducting underwriting discounts and commissions and offering expenses (including a transaction fee under its Advisory Agreement with an affiliate of Bain Capital equal to 1% of the gross proceeds of the offering of $2.6 million), were $237.4 million. | |
Prior to the Offering, each outstanding share of the Company’s Class A common stock was automatically cancelled and then each outstanding share of the Company’s Class L common stock was automatically converted into one share of the Company’s Class A common stock. The Company then effected an 11-for-1 split of the Company’s Class A common stock and then reclassified the Company’s Class A common stock into common stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within the Condensed Consolidated Financial Statements gives effect to the stock split. | |
Unaudited Pro Forma Information | ' |
Unaudited Pro Forma Information | |
The numerator in calculating the pro forma basic and diluted net loss per share is an amount equal to consolidated net loss. | |
The denominator in calculating the pro forma basic and diluted net loss per share is the weighted-average common shares outstanding during the period effected for the Reclassification and the issuance of 15,333,333 shares of common stock sold by the Company in the Offering as if the Offering occurred on January 29, 2012. |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 9 Months Ended | ||||||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||||||
Summary of Stockholders' Deficit | ' | ||||||||||||||||||||||||||||
Activity for the nine month periods ended November 2, 2013 and October 27, 2012 in the Company’s stockholders’ deficit are summarized below: | |||||||||||||||||||||||||||||
(in thousands, except share data) | |||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Treasury Stock | Total | |||||||||||||||||||||||||
Paid-in | Deficit | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | |||||||||||||||||||||||||
Balance at February 2, 2013 | 517,979,682 | $ | 47 | $ | — | $ | (1,109,501 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,109,458 | ) | |||||||||||||
Net Loss | — | — | — | (47,434 | ) | — | — | (47,434 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (8,202 | ) | (96,658 | ) | — | — | (104,860 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | 11,641,212 | 1 | — | 0 | 0 | 0 | 1 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | — | — | 8,202 | 0 | 0 | 0 | 8,202 | ||||||||||||||||||||||
Dividend | — | — | — | (302,400 | ) | 0 | 0 | (302,400 | ) | ||||||||||||||||||||
Other | (115,533 | ) | — | — | — | — | — | — | |||||||||||||||||||||
Cancellation of Class A Shares | (529,505,361 | ) | (48 | ) | — | — | 4,812,588 | 4 | (44 | ) | |||||||||||||||||||
Conversion of Class L Stock to Common Stock (a) | 58,830,948 | 6 | 1,107,338 | — | (531,751 | ) | (4,325 | ) | 1,103,019 | ||||||||||||||||||||
Initial Public Offering | 15,333,333 | 1 | 237,189 | — | — | — | 237,190 | ||||||||||||||||||||||
Balance at November 2, 2013 | 74,164,281 | $ | 7 | $ | 1,344,527 | $ | (1,555,993 | ) | (531,751 | ) | $ | (4,325 | ) | $ | (215,784 | ) | |||||||||||||
(a) | Immediately prior to the Reclassification, the Company had 5,348,268 and 5,299,927 shares of Class L common stock issued and outstanding. After consideration of the 11-for-1 stock split, this resulted in 58,830,948 shares of common stock issued immediately after the Reclassification. | ||||||||||||||||||||||||||||
(in thousands, except share data) | |||||||||||||||||||||||||||||
Common Stock | Additional | Accumulated | Treasury Stock | Total | |||||||||||||||||||||||||
Paid-in | Deficit | ||||||||||||||||||||||||||||
Shares | Amount | Capital | Shares | Amount | |||||||||||||||||||||||||
Balance at January 28, 2012 | 510,164,622 | $ | 46 | $ | — | $ | (995,932 | ) | (4,801,599 | ) | $ | 4 | $ | (995,890 | ) | ||||||||||||||
Net Loss | — | — | — | (42,644 | ) | — | — | (42,644 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (1,842 | ) | (100,823 | ) | — | — | (102,665 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | 1,508,067 | 1 | 335 | — | — | — | 336 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | 495,000 | — | 1,507 | — | — | — | 1,507 | ||||||||||||||||||||||
Repurchase of Restricted Stock | — | — | — | — | (10,989 | ) | — | — | |||||||||||||||||||||
Other | — | — | — | 345 | — | — | 345 | ||||||||||||||||||||||
Balance at October 27, 2012 | 512,167,689 | $ | 47 | $ | — | $ | (1,139,054 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,139,011 | ) | |||||||||||||
Long_Term_Debt_Tables
Long Term Debt (Tables) | 9 Months Ended | ||||||||||||
Nov. 02, 2013 | |||||||||||||
Long Term Debt | ' | ||||||||||||
Long term debt consists of: | |||||||||||||
(in thousands) | |||||||||||||
2-Nov | February 2, | October 27, | |||||||||||
2013 | 2013 | 2012 | |||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.3%) plus 4.3%, matures on February 23, 2017. | $ | 860,327 | $ | 863,084 | $ | 932,907 | |||||||
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019. | 450,000 | 450,000 | 450,000 | ||||||||||
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018 | 343,983 | — | — | ||||||||||
$600,000 ABL Senior Secured Revolving Facility, LIBOR plus spread based on average outstanding balance, expires September 2, 2016. | 38,000 | — | 21,700 | ||||||||||
Capital Lease Obligations | 23,435 | 23,232 | 23,479 | ||||||||||
Total debt | 1,715,745 | 1,336,316 | 1,428,086 | ||||||||||
Less: current maturities | (231,460 | ) | (784 | ) | (5,515 | ) | |||||||
Long-term debt, net of current maturities | $ | 1,484,285 | $ | 1,335,532 | $ | 1,422,571 | |||||||
Restructuring_and_Separation_T
Restructuring and Separation (Tables) | 9 Months Ended | ||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||
Charges Incurred Related to Restructuring and Separation Costs | ' | ||||||||||||||||||||
The table below summarizes the charges and payments related to the Company’s restructuring and separation costs, which are included in the line items “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheet as of November 2, 2013 and October 27, 2012: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
February 2, | Charges | Cash | Other | November 2, | |||||||||||||||||
2013 | Payments | 2013 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 924 | $ | (889 | ) | $ | — | $ | 35 | ||||||||||
Severance – Separation Cost | 597 | 1,255 | (1,338 | ) | — | 514 | |||||||||||||||
Total | $ | 597 | $ | 2,179 | $ | (2,227 | ) | $ | — | $ | 549 | ||||||||||
(in thousands) | |||||||||||||||||||||
January 28, | Charges | Cash | Other | October 27, | |||||||||||||||||
2012 | Payments | 2012 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 1,015 | $ | (1,015 | ) | $ | — | $ | — | ||||||||||
Severance – Separation Cost | 979 | 1,426 | (1,670 | ) | — | 735 | |||||||||||||||
Total | $ | 979 | $ | 2,441 | $ | (2,685 | ) | $ | — | $ | 735 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||
Fair Values of Financial Assets and Hierarchy of Level of Inputs | ' | ||||||||||||||||||||||||
The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Value Measurements at | |||||||||||||||||||||||||
November 2, | February 2, | October 27, | |||||||||||||||||||||||
2013 | 2013 | 2012 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 265,770 | $ | 34,972 | $ | 34,959 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap agreements (a) | $ | 2 | $ | 69 | $ | 95 | |||||||||||||||||||
Level 3 | |||||||||||||||||||||||||
Note Receivable (b) | $ | 385 | $ | 385 | $ | 758 | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 7 of the Company’s Condensed Consolidated Financial Statements, entitled “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements). | ||||||||||||||||||||||||
(b) | Included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in fair value of the Company’s Level 3 note receivable from October 27, 2012 to November 2, 2013 was primarily related to the Company receiving a partial payment in the amount of $0.5 million. | ||||||||||||||||||||||||
Fair Value of Debt | ' | ||||||||||||||||||||||||
The fair value of the Company’s debt as of November 2, 2013, February 2, 2013 and October 27, 2012 is noted in the table below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Amount (b) | Value (b) | Amount (b) | Value (b) | Amount (b) | Value (b) | ||||||||||||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.3%) plus 4.3%, matures on February 23, 2017 | $ | 860,327 | $ | 866,048 | $ | 863,084 | $ | 874,232 | $ | 932,907 | $ | 943,791 | |||||||||||||
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019 | 450,000 | 503,168 | 450,000 | 489,938 | 450,000 | 497,250 | |||||||||||||||||||
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from February 15, 2014 to February 15, 2018 | 343,984 | 351,500 | — | — | — | — | |||||||||||||||||||
$600,000 ABL Senior Secured Revolving Facility, LIBOR plus spread based on average outstanding balance, expires September 2, 2016 (a) | 38,000 | 38,000 | — | — | 21,700 | 21,700 | |||||||||||||||||||
Total debt | $ | 1,692,311 | $ | 1,758,716 | $ | 1,313,084 | $ | 1,364,170 | $ | 1,404,607 | $ | 1,462,741 | |||||||||||||
(a) | The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate. | ||||||||||||||||||||||||
(b) | Capital lease obligations are excluded from the table above. |
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||||||||||
Interest Rate Risk Associated with Future Interest Payments on Variable-Rate Debt | ' | ||||||||||||||||||||||||
As of November 2, 2013, February 2, 2013 and October 27, 2012, the Company was party to two outstanding interest rate cap agreements to manage the interest rate risk associated with future interest payments on variable-rate debt. | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Asset Derivatives | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||||
Under Topic No. 815 | Sheet | Value | Sheet | Value | Sheet | Value | |||||||||||||||||||
Location | Location | Location | |||||||||||||||||||||||
Interest Rate Cap Agreements | Other Assets | $ | 2 | Other Assets | $ | 69 | Other Assets | $ | 95 | ||||||||||||||||
Liability Derivatives | |||||||||||||||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||||||||
Under Topic No. 815 | Sheet | Value | Sheet | Value | Sheet | Value | |||||||||||||||||||
Location | Location | Location | |||||||||||||||||||||||
Interest Rate Cap Agreements | Other Liabilities | $ | — | Other Liabilities | $ | — | Other Liabilities | $ | — | ||||||||||||||||
(Gain) or Loss on Derivative Instruments | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | Location of Loss (Gain) | Amount of Loss (Gain) | |||||||||||||||||||||||
Under Topic No. 815 | Recognized in | Recognized in Comprehensive Loss related to | |||||||||||||||||||||||
Comprehensive Loss related | Derivatives | ||||||||||||||||||||||||
to Derivatives | |||||||||||||||||||||||||
Nine months Ended | Three Months Ended | ||||||||||||||||||||||||
November 2, | October 27, | November 2, | October 27, | ||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Interest Rate Cap Agreements | Interest Expense | $ | 67 | $ | 19 | $ | 13 | $ | 85 |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||||||||||
Nov. 02, 2013 | |||||||||||||
Net Deferred Taxes | ' | ||||||||||||
Net deferred taxes are as follows: | |||||||||||||
November 2, 2013 | February 2, 2013 | October 27, 2012 | |||||||||||
Current Deferred Tax Asset | $ | 14,209 | $ | 6,133 | $ | 16,283 | |||||||
Non-Current Deferred Tax Liability | 249,585 | 253,339 | 254,082 | ||||||||||
Net Deferred Tax Liability | $ | 235,376 | $ | 247,206 | $ | 237,799 | |||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||
Computation of Basic and Diluted per Common Share | ' | ||||||||||||||||
The computation of basic and diluted earnings per common share is as follows: | |||||||||||||||||
Nine Months Ended | Three Months Ended | ||||||||||||||||
November 2, | October 27, | November 2, | October 27, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Net Loss | $ | (47,434 | ) | $ | (42,644 | ) | $ | (16,857 | ) | $ | (7,447 | ) | |||||
Class L Preference Amount | $ | (111,282 | ) | $ | (106,175 | ) | $ | (28,377 | ) | $ | (36,436 | ) | |||||
Net Loss Attributable to Common Stockholders | $ | (158,716 | ) | $ | (148,819 | ) | $ | (45,234 | ) | $ | (43,883 | ) | |||||
Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted) | |||||||||||||||||
Class L Stockholders | $ | 111,282 | $ | 106,175 | $ | 28,377 | $ | 36,436 | |||||||||
Common Stockholders | $ | (158,716 | ) | $ | (148,819 | ) | $ | (45,234 | ) | $ | (43,883 | ) | |||||
Net Income (Loss) Per Share—Basic and Diluted: | |||||||||||||||||
Class L Stockholders | $ | 23.95 | $ | 20.8 | $ | 8.04 | $ | 7.12 | |||||||||
Common Stockholders | $ | (0.34 | ) | $ | (0.29 | ) | $ | (0.12 | ) | $ | (0.09 | ) | |||||
Weighted Average Number of Shares—Basic and Diluted: | |||||||||||||||||
Class L Stockholders | 4,647 | 5,104 | 3,530 | 5,120 | |||||||||||||
Common Stockholders | 468,226 | 505,296 | 373,976 | 506,880 | |||||||||||||
Changes in Class L Common Stock | ' | ||||||||||||||||
The changes in Class L Common Stock were as follows: | |||||||||||||||||
(in thousands, except share data) | |||||||||||||||||
Nine Months Ended | |||||||||||||||||
November 2, 2013 | October 27, 2012 | ||||||||||||||||
Shares | Amount | Shares | Amount | ||||||||||||||
Class L Common Stock, beginning of year | 5,183,506 | $ | 1,029,189 | 5,104,677 | $ | 884,945 | |||||||||||
Stock Option Exercised and Related Tax Benefits - Class L Common Stock | 117,588 | 2,531 | 15,233 | 422 | |||||||||||||
Issuance/Forfeiture of Restricted Shares and Compensation | — | 61 | 5,000 | 461 | |||||||||||||
Dividend | — | (33,600 | ) | — | 38 | ||||||||||||
Repurchase of Class L Common Stock | — | — | (111 | ) | (7 | ) | |||||||||||
Other | (1,167 | ) | (22 | ) | — | — | |||||||||||
Accretion of Class L preferred return | — | 104,860 | — | 102,665 | |||||||||||||
Conversion of Class L Stock to Common Stock | (5,299,927 | ) | (1,103,019 | ) | — | — | |||||||||||
— | $ | — | 5,124,799 | $ | 988,524 | ||||||||||||
Stock_Option_and_Award_Plans_a1
Stock Option and Award Plans and Stock-Based Compensation (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 02, 2013 | |||||||||||||||||
Non-Cash Stock Compensation Expense | ' | ||||||||||||||||
The table below summarizes the types of stock compensation: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Nine Months Ended | Three months Ended | ||||||||||||||||
Type of Non-Cash Stock Compensation | November 2, 2013 | October 27, 2012 | November 2, 2013 | October 27, 2012 | |||||||||||||
Stock Option Modification (a) | $ | 4,986 | $ | — | $ | 1,534 | $ | — | |||||||||
Stock Option Grants (b) | 3,155 | 1,507 | 963 | 590 | |||||||||||||
Restricted Stock Issuances(b) | 61 | 461 | 20 | (25 | ) | ||||||||||||
Total (c) | $ | 8,202 | $ | 1,968 | $ | 2,517 | $ | 565 | |||||||||
(a) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the nine and three months ended November 2, 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||||||||||||||
(b) | Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Loss. | ||||||||||||||||
(c) | For the nine and three months ended November 2, 2013, the tax benefit related to the Company’s non-cash stock compensation was $3.2 million and $1.0 million, respectively. For the nine and three months ended October 27, 2012, the tax benefit related to the Company’s non-cash stock compensation was $0.7 million and $0.2 million, respectively. | ||||||||||||||||
Stock Option Transactions | ' | ||||||||||||||||
Stock option transactions during the eight month period ended October 2, 2013 are summarized as follows: | |||||||||||||||||
Number of Units | Weighted Average | ||||||||||||||||
Exercise Price Per | |||||||||||||||||
Unit | |||||||||||||||||
Options Outstanding February 2, 2013 | 424,231 | $ | 6.96 | ||||||||||||||
Options Granted | 175,500 | 4.55 | |||||||||||||||
Options Forfeited | (56,402 | ) | 6.82 | ||||||||||||||
Options Exercised (a) | (117,588 | ) | 1.96 | ||||||||||||||
Cancellation of Class A Units | (425,741 | ) | 2.95 | ||||||||||||||
Options Outstanding October 2, 2013 | — | $ | — | ||||||||||||||
(a) | Options exercised during the nine months ended November 2, 2013 had a total intrinsic value of $9.2 million. | ||||||||||||||||
As a result of the Reclassification on October 2, 2013, units of the Company’s common stock were reclassified to shares of the Company’s common stock. Stock option transactions during the one month period ended November 2, 2013 are summarized as follows: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Exercise Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options Outstanding October 2, 2013 | 4,683,151 | $ | 2.95 | ||||||||||||||
Options Granted | — | — | |||||||||||||||
Options Forfeited | (27,500 | ) | 2.2 | ||||||||||||||
Options Exercised (a) | — | — | |||||||||||||||
Options Outstanding November 2, 2013 | 4,655,651 | $ | 2.95 | ||||||||||||||
Non-Vested Stock Option Share Transactions | ' | ||||||||||||||||
Non-vested stock option share transactions during the eight months ended October 2, 2013 are summarized below: | |||||||||||||||||
Number of Units | Weighted Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value Per Unit | |||||||||||||||||
Non-Vested Outstanding February 2, 2013 | 255,457 | $ | 3.06 | ||||||||||||||
Granted | 175,500 | 5.64 | |||||||||||||||
Vested | (61,051 | ) | 3.05 | ||||||||||||||
Forfeited | (22,263 | ) | 3.41 | ||||||||||||||
Cancellation of Class A Units | (347,643 | ) | 4.45 | ||||||||||||||
Non-Vested Options Outstanding October 2, 2013 | — | — | |||||||||||||||
As a result of the Reclassification on October 2, 2013, units of the Company’s common stock were reclassified to shares of the Company’s common stock. Non-vested stock option share transactions during the one month ended November 2, 2013 are summarized below: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
Grant Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Share | |||||||||||||||||
Non-Vested Options Outstanding, October 2, 2013 | 3,824,073 | $ | 4.45 | ||||||||||||||
Granted | — | — | |||||||||||||||
Vested | (15,378 | ) | 2.69 | ||||||||||||||
Forfeited | (27,500 | ) | 2.33 | ||||||||||||||
Non-Vested Options Outstanding, November 2, 2013 | 3,781,195 | $ | 4.47 | ||||||||||||||
Information about Options to Purchase Shares | ' | ||||||||||||||||
The following table summarizes information about the exercise price and weighted average remaining contractual life of options to purchase shares that were outstanding under the 2006 Plan as well as options that were exercisable under the 2006 Plan as of November 2, 2013: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number | Weighted | Number | Weighted | |||||||||||||
Outstanding | Average | Exercisable | Average | ||||||||||||||
At | Remaining | At | Remaining | ||||||||||||||
November 2, 2013 | Contractual Life | November 2, 2013 | Contractual Life | ||||||||||||||
(Years) | (Years) | ||||||||||||||||
$0.79 - $0.94 | 1,794,793 | 6.7 | 492,646 | 5.6 | |||||||||||||
$1.65 | 36,674 | 7 | — | — | |||||||||||||
$3.17 | 550,187 | 6.4 | 196,020 | 4.7 | |||||||||||||
$4.55 - $5.91 | 2,273,997 | 9.1 | 185,790 | 5.1 | |||||||||||||
4,655,651 | 874,456 | ||||||||||||||||
Stock Options Vested and Expected to Vest | ' | ||||||||||||||||
The following table summarizes information about the exercise prices and weighted average remaining contractual life of vested options and options expected to vest during the contractual term: | |||||||||||||||||
Exercise Prices | Options | Weighted | Weighted | ||||||||||||||
Average | Average | ||||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and Expected to Vest as of November 2, 2013 | |||||||||||||||||
$0.79 - $0.94 | 1,467,369 | 6.7 | $ | 0.8 | |||||||||||||
$1.65 | 11,739 | 3.9 | $ | 1.65 | |||||||||||||
$3.17 | 460,519 | 6.2 | $ | 3.17 | |||||||||||||
$4.55 - $5.91 | 1,833,130 | 9.1 | $ | 4.63 | |||||||||||||
3,772,757 | |||||||||||||||||
Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted | ' | ||||||||||||||||
The fair value of each option granted is estimated on the date of grant using the Monte Carlo Simulation option pricing model with the following weighted average assumptions used for grants under the 2006 Plan during the nine months ended November 2, 2013 and October 27, 2012: | |||||||||||||||||
Nine Months Ended | Nine Months Ended | ||||||||||||||||
2-Nov-13 | October 27, 2012 | ||||||||||||||||
Risk-Free Interest Rate | 1.7 | % | 1.0 – 1.3% | ||||||||||||||
Expected Volatility | 36.8 | % | 35.00% | ||||||||||||||
Expected Life (years) | 7.4 | 6.6 | |||||||||||||||
Contractual Life (years) | 10 | 10 | |||||||||||||||
Expected Dividend Yield | 0 | % | 0.00% | ||||||||||||||
Weighted Average Grant Date Fair Value of Options Issued at an exercise price of: | |||||||||||||||||
$4.55 | $ | 5.64 | $2.56 | ||||||||||||||
$5.91 | $ | n/a | $4.31 | ||||||||||||||
$10.91 | $ | n/a | $2.78 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 9 Months Ended | 1 Months Ended | |
Nov. 02, 2013 | Oct. 07, 2013 | Oct. 07, 2013 | |
Store | Initial public offering | Initial public offering | |
Bain Capital Investors, LLC | |||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' |
Number of stores | 521 | ' | ' |
Shares Issued | ' | 15,333,333 | ' |
Offering price per share | ' | $17 | ' |
Transaction fee under the Advisory Agreement | ' | ' | $2,600,000 |
Transaction fee as a percentage of gross proceeds | ' | 1.00% | ' |
Net Proceeds from the offering | $260,667,000 | $237,400,000 | ' |
Description Of Stock Split | '11-for-1 | 'The Company then effected an 11-for-1 split of the Company's Class A common stock and then reclassified the Company's Class A common stock into common stock. | ' |
Stock split ratio of class A common stock | ' | 11 | ' |
Activity_in_Common_Stock_Capit
Activity in Common Stock, Capital in Excess of Par Value, Accumulated Deficit and Total Stockholders Deficit Equity (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |||
Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | ||
Beginning Balance | ' | ' | ($1,109,458,000) | ($995,890,000) | |
Net Loss | -16,857,000 | -7,447,000 | -47,434,000 | -42,644,000 | |
Accretion of Class L Preferred Return | ' | ' | -104,860,000 | -102,665,000 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | 1,000 | 336,000 | |
Issuance of Restricted Shares and Stock Option Compensation | ' | ' | 8,202,000 | 1,507,000 | |
Dividend | ' | ' | -302,400,000 | ' | |
Other | ' | ' | ' | -345,000 | |
Cancellation of Shares | ' | ' | -44,000 | ' | |
Initial Public Offering | ' | ' | 237,190,000 | ' | |
Ending Balance | -215,784,000 | -1,139,011,000 | -215,784,000 | -1,139,011,000 | |
Class L Common Stock | ' | ' | ' | ' | |
Accretion of Class L Preferred Return | ' | ' | -104,860,000 | -102,665,000 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | 2,531,000 | 422,000 | |
Repurchase of Restricted Stock | ' | ' | ' | -7,000 | |
Conversion of Common Stock | ' | ' | 1,103,019,000 | [1] | ' |
Common Stock | ' | ' | ' | ' | |
Beginning Balance | ' | ' | 47,000 | 46,000 | |
Beginning Balance (in shares) | ' | ' | 517,979,682 | 510,164,622 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | 1,000 | 1,000 | |
Stock Options Exercised and Related Tax Benefits (Shares) | ' | ' | 11,641,212 | 1,508,067 | |
Issuance of Restricted Shares and Stock Option Compensation | ' | ' | ' | 495,000 | |
Other | ' | ' | -115,533 | ' | |
Cancellation of Shares | ' | ' | -48,000 | ' | |
Initial Public Offering | ' | ' | 1,000 | ' | |
Initial Public Offering (Shares) | ' | ' | 15,333,333 | ' | |
Ending Balance | 7,000 | 47,000 | 7,000 | 47,000 | |
Ending Balance (in shares) | 74,164,281 | 512,167,689 | 74,164,281 | 512,167,689 | |
Common Stock | Class A common stock | ' | ' | ' | ' | |
Cancellation of Shares (Shares) | ' | ' | -529,505,361 | ' | |
Common Stock | Class L Common Stock | ' | ' | ' | ' | |
Conversion of Common Stock | ' | ' | 6,000 | [1] | ' |
Conversion of Common Stock (Shares) | ' | ' | 58,830,948 | [1] | ' |
Additional Paid-in Capital | ' | ' | ' | ' | |
Accretion of Class L Preferred Return | ' | ' | -8,202,000 | -1,842,000 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | ' | 335,000 | |
Issuance of Restricted Shares and Stock Option Compensation | ' | ' | 8,202,000 | 1,507,000 | |
Initial Public Offering | ' | ' | 237,189,000 | ' | |
Ending Balance | 1,344,527,000 | ' | 1,344,527,000 | ' | |
Additional Paid-in Capital | Class L Common Stock | ' | ' | ' | ' | |
Conversion of Common Stock | ' | ' | 1,107,338,000 | [1] | ' |
Accumulated deficit | ' | ' | ' | ' | |
Beginning Balance | ' | ' | -1,109,501,000 | -995,932,000 | |
Net Loss | ' | ' | -47,434,000 | -42,644,000 | |
Accretion of Class L Preferred Return | ' | ' | -96,658,000 | -100,823,000 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | 0 | ' | |
Issuance of Restricted Shares and Stock Option Compensation | ' | ' | 0 | ' | |
Dividend | ' | ' | -302,400,000 | ' | |
Other | ' | ' | ' | -345,000 | |
Ending Balance | -1,555,993,000 | -1,139,054,000 | -1,555,993,000 | -1,139,054,000 | |
Treasury Stock | ' | ' | ' | ' | |
Beginning Balance | ' | ' | -4,000 | 4,000 | |
Beginning Balance (in shares) | ' | ' | -4,812,588 | -4,801,599 | |
Stock Options Exercised and Related Tax Benefits | ' | ' | 0 | ' | |
Stock Options Exercised and Related Tax Benefits (Shares) | ' | ' | 0 | ' | |
Issuance of Restricted Shares and Stock Option Compensation | ' | ' | 0 | ' | |
Repurchase of Restricted Stock | ' | ' | ' | -10,989 | |
Cancellation of Shares | ' | ' | 4,000 | ' | |
Ending Balance | -4,325,000 | -4,000 | -4,325,000 | -4,000 | |
Ending Balance (in shares) | -531,751 | -4,812,588 | -531,751 | -4,812,588 | |
Treasury Stock | Class A common stock | ' | ' | ' | ' | |
Cancellation of Shares (Shares) | ' | ' | 4,812,588 | ' | |
Treasury Stock | Class L Common Stock | ' | ' | ' | ' | |
Conversion of Common Stock | ' | ' | ($4,325,000) | [1] | ' |
Conversion of Common Stock (Shares) | ' | ' | -531,751 | [1] | ' |
[1] | Immediately prior to the Reclassification, the Company had 5,348,268 and 5,299,927 shares of Class L common stock issued and outstanding. After consideration of the 11-for-1 stock split, this resulted in 58,830,948 shares of common stock issued immediately after the Reclassification. |
Activity_in_Common_Stock_Capit1
Activity in Common Stock, Capital in Excess of Par Value, Accumulated Deficit and Total Stockholders Deficit Equity (Parenthetical) (Detail) | 9 Months Ended | |||||||||
Nov. 02, 2013 | Oct. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Nov. 02, 2013 | Oct. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | Jan. 29, 2012 | |
Post Stock Split | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | |||||
Prior to the reclassification temporary equity, shares issued | ' | ' | 5,232,118 | 5,173,411 | ' | 5,348,268 | ' | ' | ' | ' |
Prior to the reclassification, temporary equity, shares outstanding | ' | ' | 5,183,506 | 5,124,799 | ' | 5,299,927 | 5,299,927 | 5,183,506 | 5,124,799 | 5,104,677 |
After the reclassification common stock, shares issued | 74,164,281 | 588,685,600 | 517,979,682 | 512,167,689 | 58,830,948 | ' | ' | ' | ' | ' |
Stock split | '11-for-1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted_Cash_and_Cash_Equiv1
Restricted Cash and Cash Equivalents - Additional Information (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Thousands, unless otherwise specified | |||
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' |
Restricted Cash and Cash Equivalents | $265,559 | $34,800 | $34,800 |
Collateral for certain insurance contracts | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' |
Restricted Cash and Cash Equivalents | 34,800 | 34,800 | 34,800 |
Cash in an account with the trustee | ' | ' | ' |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' |
Restricted Cash and Cash Equivalents | $230,800 | ' | ' |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Capital Lease Obligations | $23,435 | $23,232 | $23,479 |
Total Debt | 1,715,745 | 1,336,316 | 1,428,086 |
Less: Current Maturities | -231,460 | -784 | -5,515 |
Long-Term Debt, Net of Current Maturities | 1,484,285 | 1,335,532 | 1,422,571 |
Senior Secured Term Loans | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long Term Debt | 860,327 | 863,084 | 932,907 |
2019 Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long Term Debt | 450,000 | 450,000 | 450,000 |
2018 Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long Term Debt | 343,983 | ' | ' |
Abl Senior Secured Revolving Facility | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long Term Debt | $38,000 | ' | $21,700 |
LongTerm_Debt_Parenthetical_De
Long-Term Debt (Parenthetical) (Detail) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
Senior Secured Term Loans | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, face amount | $1,000,000 | $1,000,000 | $1,000,000 |
Long-Term Debt, maturity date | 23-Feb-17 | 23-Feb-17 | 23-Feb-17 |
Senior Secured Term Loans | London Interbank Offered Rate Floor | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, interest rate | 1.30% | 1.30% | 1.30% |
Senior Secured Term Loans | London Interbank Offered Rate (LIBOR) | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, interest rate | 4.30% | 4.30% | 4.30% |
2019 Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, face amount | 450,000 | 450,000 | 450,000 |
Long-Term Debt, interest rate | 10.00% | 10.00% | 10.00% |
Long-Term Debt, maturity date | 15-Feb-19 | 15-Feb-19 | 15-Feb-19 |
Long-Term Debt, payment frequency | 'Semi-annual | 'Semi-annual | 'Semi-annual |
Long-Term Debt, first payment date | 15-Feb-14 | 15-Feb-14 | 15-Feb-14 |
Long-Term Debt, last payment date | 15-Feb-19 | 15-Feb-19 | 15-Feb-19 |
2018 Senior Notes | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, face amount | 350,000 | 350,000 | 350,000 |
Long-Term Debt, maturity date | 15-Feb-18 | 15-Feb-18 | 15-Feb-18 |
Long-Term Debt, payment frequency | 'Semi-annual | 'Semi-annual | 'Semi-annual |
Long-Term Debt, first payment date | 15-Feb-14 | 15-Feb-14 | 15-Feb-14 |
Long-Term Debt, last payment date | 15-Feb-18 | 15-Feb-18 | 15-Feb-18 |
2018 Senior Notes | Interest Rate One | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, interest rate | 9.00% | 9.00% | 9.00% |
2018 Senior Notes | Interest Rate Two | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, interest rate | 9.75% | 9.75% | 9.75% |
Abl Senior Secured Revolving Facility | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-Term Debt, face amount | $600,000 | ' | ' |
Long-Term Debt, expiration date | 2-Sep-16 | ' | ' |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||||
Feb. 28, 2013 | Feb. 20, 2013 | Feb. 15, 2013 | Aug. 03, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 15, 2013 | Nov. 02, 2013 | Feb. 20, 2013 | 17-May-13 | 17-May-13 | Feb. 15, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | |
Other Assets | Other Assets | Holdco notes | Third Amendment | Third Amendment | Consulting Services | Interest Payment In Cash | Payment in Kind (PIK) Note | Long-term Debt | Long-term Debt | Long-term Debt | Long-term Debt | Long-term Debt | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Abl Senior Secured Revolving Facility | Abl Senior Secured Revolving Facility | Abl Senior Secured Revolving Facility | Abl Senior Secured Revolving Facility | Abl Senior Secured Revolving Facility | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | |||||||
Scenario 1 | Holdco notes | Holdco notes | Maximum | Maximum | Maximum | Maximum | Maximum | Holdco notes | Third Amendment | Second Amendment | Adjusted London Interbank Offered Rate | Federal Funds Rate | One Month Adjusted London Interbank Offered Rate | ||||||||||||||||||||||||
Period One | Period Two | Period 3 | Period 4 | ||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, restricted payment basket amount | ' | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, additional fee | ' | ' | 8,900,000 | ' | 8,700,000 | ' | 1,600,000 | 8,600,000 | ' | ' | ' | 8,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, restricted payment basket | ' | ' | 'The Second Amendment creates a restricted payments basket of $25 million and permits Burlington Coat Factory Investments Holdings, Inc. and all of its subsidiaries (Holdings) to use the "available amount" to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC's consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019 (the 2019 Notes)) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 871,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000,000 | 21,700,000 | 38,000,000 | 21,700,000 | 0 | ' | ' | ' | ' |
Line of Credit Facility,decrease in interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility,decrease in LIBOR floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan, interest rate description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Senior Secured Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC's consolidated secured leverage ratio is less than or equal to 2.251) and to reduce the LIBOR floor by 25 basis points. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan facility, quarterly payments | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan facility, Loss on Extinguishment of Debt | ' | ' | ' | -600,000 | -617,000 | -3,413,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs Related to Debt Amendment paid to third party | ' | ' | ' | 2,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio, total debt to Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.6 | 6.25 | 5.5 | 5 | 4.75 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | 1.85 | 2 | ' | 2.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.50% | 1.00% |
Long-Term Debt, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.30% | ' | ' | ' |
Aggregate principal amount of senior notes | ' | ' | ' | ' | ' | ' | ' | ' | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 | ' | 600,000,000 | ' | ' | ' | ' | ' | ' |
Senior notes, issue price | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 9.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, first payment date | ' | ' | ' | ' | ' | ' | ' | ' | 3-Aug-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net proceeds from offering used to pay dividend | 336,000,000 | 336,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, amount available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 521,200,000 | 542,300,000 | 521,200,000 | 542,300,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, maximum amount outstanding during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 148,600,000 | 213,700,000 | 148,600,000 | 84,000,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Average borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 81,800,000 | 41,100,000 | 42,900,000 | 45,000,000 | ' | ' | ' | ' | ' |
Line of Credit Facility, Average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.10% | 2.10% | 2.20% | 2.10% | ' | ' | ' | ' | ' |
Line of Credit Facility, borrowing rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | 4.00% | 4.00% | ' | ' | ' | ' | ' |
Deferred financing fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 39,400,000 | 26,200,000 | 39,400,000 | 26,200,000 | 24,900,000 | ' | ' | ' | ' | ' | ' | 300,000 | 8,600,000 | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing fees | ' | ' | ' | ' | 7,252,000 | 4,138,000 | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000 | 1,400,000 | 7,300,000 | 4,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing fees write off | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring_and_Separation_A
Restructuring and Separation - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' |
Severance charge | $0 | $0.60 | $2.20 | $2.40 |
Charges_and_Payments_Related_t
Charges and Payments Related to Restructuring and Separation Costs (Detail) (USD $) | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Severance-Restructuring, Beginning Balance | ' | $597 | $979 |
Severance-Restructuring, Charges | 635 | 2,179 | 2,441 |
Severance-Restructuring, Cash Payments | ' | -2,227 | -2,685 |
Severance-restructuring - Other | ' | ' | ' |
Severance-Restructuring, Ending Balance | 735 | 549 | 735 |
Severance Restructuring | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Severance-Restructuring, Charges | ' | 924 | 1,015 |
Severance-Restructuring, Cash Payments | ' | -889 | -1,015 |
Severance-restructuring - Other | ' | ' | ' |
Severance-Restructuring, Ending Balance | ' | 35 | ' |
Severance Separation Cost | ' | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' | ' |
Severance-Restructuring, Beginning Balance | ' | 597 | 979 |
Severance-Restructuring, Charges | ' | 1,255 | 1,426 |
Severance-Restructuring, Cash Payments | ' | -1,338 | -1,670 |
Severance-restructuring - Other | ' | ' | ' |
Severance-Restructuring, Ending Balance | $735 | $514 | $735 |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Debt instrument, fair value | $1,758,716,000 | [1] | $1,364,170,000 | [1] | $1,462,741,000 | [1] |
Debt instrument, carrying amount | 1,692,311,000 | [1] | 1,313,084,000 | [1] | 1,404,607,000 | [1] |
Interest Rate Cap | Maximum | ' | ' | ' | |||
Debt Instrument [Line Items] | ' | ' | ' | |||
Credit valuation adjustments | $100,000 | ' | ' | |||
[1] | Capital lease obligations are excluded from the table above. |
Fair_Values_of_Financial_Asset
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | |||
In Thousands, unless otherwise specified | ||||||
Fair Value, Inputs, Level 1 | ' | ' | ' | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | |||
Cash equivalents (including restricted cash) | $265,770 | $34,972 | $34,959 | |||
Fair Value, Inputs, Level 2 | Interest Rate Cap | ' | ' | ' | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | |||
Interest rate cap agreements | 2 | [1] | 69 | [1] | 95 | [1] |
Fair Value, Inputs, Level 3 | ' | ' | ' | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | |||
Note Receivable | $385 | [2] | $385 | [2] | $758 | [2] |
[1] | Included in "Other Assets" within the Company's Condensed Consolidated Balance Sheets (refer to Note 7 of the Company's Condensed Consolidated Financial Statements, entitled "Derivative Instruments and Hedging Activities," for further discussion regarding the Company's interest rate cap agreements). | |||||
[2] | Included in "Prepaid and Other Current Assets" on the Company's Condensed Consolidated Balance Sheets. The change in fair value of the Company's Level 3 note receivable from October 27, 2012 to November 2, 2013 was primarily related to the Company receiving a partial payment in the amount of $0.5 million. |
Fair_Values_of_Financial_Asset1
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Parenthetical) (Detail) (Payments, USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Nov. 02, 2013 |
Payments | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' |
Change in fair value of level 3 note receivable | $0.50 |
Fair_Values_of_Financial_Liabi
Fair Values of Financial Liabilities (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | |||
In Thousands, unless otherwise specified | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | $1,692,311 | [1] | $1,313,084 | [1] | $1,404,607 | [1] |
Long-Term Debt, Fair Value | 1,758,716 | [1] | 1,364,170 | [1] | 1,462,741 | [1] |
Senior Secured Term Loans | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 860,327 | [1] | 863,084 | [1] | 932,907 | [1] |
Long-Term Debt, Fair Value | 866,048 | [1] | 874,232 | [1] | 943,791 | [1] |
2019 Senior Notes | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 450,000 | [1] | 450,000 | [1] | 450,000 | [1] |
Long-Term Debt, Fair Value | 503,168 | [1] | 489,938 | [1] | 497,250 | [1] |
2018 Senior Notes | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 343,984 | [1] | ' | ' | ||
Long-Term Debt, Fair Value | 351,500 | [1] | ' | ' | ||
Abl Senior Secured Revolving Facility | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 38,000 | [1],[2] | ' | 21,700 | [1],[2] | |
Long-Term Debt, Fair Value | $38,000 | [1],[2] | ' | $21,700 | [1],[2] | |
[1] | Capital lease obligations are excluded from the table above. | |||||
[2] | The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate. |
Fair_Values_of_Financial_Liabi1
Fair Values of Financial Liabilities (Parenthetical) (Detail) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Nov. 02, 2013 | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Borrowings increments number of days | '30 days | |
Senior Secured Term Loans | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, face amount | 1,000,000 | [1] |
Long-Term Debt, maturity date | 23-Feb-17 | [1] |
2019 Senior Notes | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, face amount | 450,000 | [1] |
Long-Term Debt, interest rate | 10.00% | [1] |
Long-Term Debt, maturity date | 15-Feb-19 | [1] |
Long-Term Debt, payment frequency | 'Semi-annual | [1] |
Long-Term Debt, first payment date | 15-Feb-14 | [1] |
Long-Term Debt, last payment date | 15-Feb-19 | [1] |
2018 Senior Notes | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, face amount | 350,000 | [1] |
Long-Term Debt, maturity date | 15-Feb-18 | [1] |
Long-Term Debt, payment frequency | 'Semi-annual | [1] |
Long-Term Debt, first payment date | 15-Feb-14 | [1] |
Long-Term Debt, last payment date | 15-Feb-18 | [1] |
2018 Senior Notes | Interest Rate One | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, interest rate | 9.00% | [1] |
2018 Senior Notes | Interest Rate Two | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, interest rate | 9.75% | [1] |
Revolving Credit Facility | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, face amount | 600,000 | [1],[2] |
Long-Term Debt, expiration date | 2-Sep-16 | [1],[2] |
London Interbank Offered Rate Floor | Senior Secured Term Loans | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, interest rate | 1.30% | [1] |
London Interbank Offered Rate (LIBOR) | Senior Secured Term Loans | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, interest rate | 4.30% | [1] |
[1] | Capital lease obligations are excluded from the table above. | |
[2] | The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate. |
Recovered_Sheet1
Derivative Instruments And Hedging Activities - Additional Information (Detail) (Interest Rate Cap, USD $) | 9 Months Ended | ||
In Millions, unless otherwise specified | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
Derivative | Derivative | Derivative | |
Interest Rate Cap | ' | ' | ' |
Derivative [Line Items] | ' | ' | ' |
Interest rate cap agreements, number | 2 | 2 | 2 |
Interest rate cap agreements, notional amount | $450 | ' | ' |
Interest rate cap agreements, cap rate | 7.00% | ' | ' |
Interest rate cap agreements, termination date | 31-May-15 | ' | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Detail) (Interest Rate Cap, USD $) | 3 Months Ended | 9 Months Ended | ||||||||
In Thousands, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
Interest Expenses | Interest Expenses | Interest Expenses | Interest Expenses | Other Assets | Other Assets | Other Assets | Other Liabilities | Other Liabilities | Other Liabilities | |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Asset at Fair Value | ' | ' | ' | ' | $2 | $69 | $95 | ' | ' | ' |
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Liability at Fair Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, (Gain) Loss Recognized | $13 | $85 | $67 | $19 | ' | ' | ' | ' | ' | ' |
Net_Deferred_Taxes_Detail
Net Deferred Taxes (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Thousands, unless otherwise specified | |||
Schedule of Deferred Income Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Current Deferred Tax Asset | $14,209 | $6,133 | $16,283 |
Non-Current Deferred Tax Liability | 249,585 | 253,339 | 254,082 |
Net Deferred Tax Liability | $235,376 | $247,206 | $237,799 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended | |
In Millions, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 02, 2013 |
Income Tax Disclosure [Line Items] | ' | ' | ' |
Effective tax rate | 38.60% | 38.10% | ' |
Valuation allowances | $5.80 | $6.10 | $5.80 |
Net operating losses subject to expiration period minimum | ' | ' | '5 years |
Net operating losses subject to expiration period maximum | ' | ' | '20 years |
Full valuation allowance | $2.10 | ' | $2 |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | Oct. 02, 2013 | Nov. 02, 2013 | 4-May-13 | Apr. 30, 2011 | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | Apr. 30, 2011 | Oct. 02, 2013 | Nov. 02, 2013 | Oct. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 | Jan. 29, 2012 | Nov. 02, 2013 |
Shareholder | Forfeited | Class A common stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | |||||||
Priority Returns | |||||||||||||||
Statement Equity Components [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Reclassification of common stock | 58,299,197 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, authorized | 582,771,244 | 500,000,000 | ' | ' | 500,000,000 | 568,416,244 | 568,416,244 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par Value | $0.00 | $0.00 | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Undesignated preferred stock, Authorized | ' | 50,000,000 | ' | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of stockholders , before reclassification | 66 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Prior to the Reclassification, Common Stock, Shares Outstanding | ' | 73,632,530 | ' | ' | 73,632,530 | 513,167,094 | 507,355,101 | ' | 524,692,773 | ' | ' | ' | ' | ' | ' |
Prior to the reclassification, temporary equity, shares outstanding | ' | ' | ' | ' | ' | 5,183,506 | 5,124,799 | ' | ' | 5,299,927 | 5,299,927 | 5,183,506 | 5,124,799 | 5,104,677 | ' |
Common Stock, Issued | 588,685,600 | 74,164,281 | ' | ' | 74,164,281 | 517,979,682 | 512,167,689 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Class L, Authorized | 5,914,356 | ' | ' | ' | ' | 5,769,356 | 5,769,356 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Class L, Par Value | $0.00 | $0.00 | ' | ' | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Distribution | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Class L common stock was legally designated as common stock, but was entitled to a priority return preference equal to the sum of (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly). | ' | ' | ' | ' | ' |
Dividend Entitled | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $81 |
Dividend Rate | ' | 14.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14.50% |
Liquidation preference description | ' | ' | ' | ' | 'The holders of Class L common stock, as a single and separate class, were entitled to receive all liquidation distributions until each share had been paid an amount equal to Class L base amount of $81 per share. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock dividends declared | ' | ' | $336 | $300 | ' | ' | ' | $0.40 | ' | ' | ' | ' | ' | ' | ' |
Net_Loss_Per_Share_Additional_
Net Loss Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | Nov. 02, 2013 | Nov. 02, 2013 | Oct. 27, 2013 | Oct. 27, 2012 | Oct. 27, 2012 | Oct. 27, 2012 | Oct. 27, 2012 |
Restricted Stock Units (RSUs) | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class A common stock | Class A common stock | ||
Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||||||
Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Dividend Rate | 14.50% | ' | ' | ' | ' | ' | ' |
Options outstanding | 3,781,195 | ' | ' | 266,872 | ' | 26,420,328 | ' |
Non-vested restricted stock units | ' | 55,000 | ' | ' | 5,000 | ' | 495,000 |
Fair value of temporary equity units | ' | ' | $460.60 | ' | ' | ' | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted per Common Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' |
Net Loss | ($16,857) | ($7,447) | ($47,434) | ($42,644) |
Class L Preference Amount | -28,377 | -36,436 | -111,282 | -106,175 |
Net Loss Attributable to Common Stockholders | -45,234 | -43,883 | -158,716 | -148,819 |
Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted) | -45,234 | -43,883 | -158,716 | -148,819 |
Net Income (Loss) Per Share-Basic and Diluted | ($0.12) | ($0.09) | ($0.34) | ($0.29) |
Weighted Average Number of Shares-Basic and Diluted | 373,976 | 506,880 | 468,226 | 505,296 |
Class L Common Stock | ' | ' | ' | ' |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' | ' | ' |
Allocation of Net Income (Loss) to Common Stockholders (Basic and Diluted) | $28,377 | $36,436 | $111,282 | $106,175 |
Net Income (Loss) Per Share-Basic and Diluted | $8.04 | $7.12 | $23.95 | $20.80 |
Weighted Average Number of Shares-Basic and Diluted | 3,530 | 5,120 | 4,647 | 5,104 |
Changes_in_Class_L_Common_Stoc
Changes in Class L Common Stock (Detail) (USD $) | 9 Months Ended | ||
Nov. 02, 2013 | Oct. 27, 2012 | Oct. 02, 2013 | |
Temporary Equity [Line Items] | ' | ' | ' |
Beginning Balance | $1,029,189,000 | ' | ' |
Beginning Balance (in shares) | 5,183,506 | ' | ' |
Stock Option Exercised and Related Tax Benefits-Class L Common Stock | 1,000 | 336,000 | ' |
Accretion of Class L preferred return | 104,860,000 | 102,665,000 | ' |
Ending Balance | ' | 988,524,000 | ' |
Ending Balance (in shares) | ' | 5,124,799 | ' |
Class L Common Stock | ' | ' | ' |
Temporary Equity [Line Items] | ' | ' | ' |
Beginning Balance | 1,029,189,000 | 884,945,000 | ' |
Beginning Balance (in shares) | 5,183,506 | 5,104,677 | 5,299,927 |
Stock Option Exercised and Related Tax Benefits - Class L Common Stock, Shares | 117,588 | 15,233 | ' |
Stock Option Exercised and Related Tax Benefits-Class L Common Stock | 2,531,000 | 422,000 | ' |
Issuance/Forfeiture of Restricted Shares and Compensation, Shares | ' | 5,000 | ' |
Issuance/Forfeiture of Restricted Shares and Compensation | 61,000 | 461,000 | ' |
Dividend | -33,600,000 | 38,000 | ' |
Repurchase of Class L Common Stock, Shares | ' | -111 | ' |
Repurchase of Class L Common Stock | ' | -7,000 | ' |
Other, Shares | -1,167 | ' | ' |
Other | -22,000 | ' | ' |
Accretion of Class L preferred return | 104,860,000 | 102,665,000 | ' |
Conversion of Class L Stock to Common Stock | -1,103,019,000 | ' | ' |
Conversion of Class L Stock to Common Stock, Shares | -5,299,927 | ' | ' |
Ending Balance | ' | $988,524,000 | ' |
Ending Balance (in shares) | 5,299,927 | 5,124,799 | 5,299,927 |
Stock_Option_and_Award_Plans_a2
Stock Option and Award Plans and Stock Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 8 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||
Feb. 28, 2013 | Feb. 20, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Oct. 02, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | 31-May-13 | 31-May-13 | Oct. 27, 2012 | Oct. 27, 2012 | Nov. 02, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | Nov. 02, 2013 | 31-May-13 | 31-May-13 | Nov. 02, 2013 | 31-May-13 | 31-May-13 | 31-May-13 | 1-May-13 | Nov. 02, 2013 | Oct. 02, 2013 | 1-May-13 | |||||
2006 Plan | 2013 Plan | Non Cash | Cash | One Time Grant | Employee Stock Option | Employee Stock Option | Stock Options, Vesting | Stock Options, Vesting | Exercise Price 4 | Exercise Price 4 | Exercise Price 6 | Exercise Price 6 | Exercise Price 7 | Exercise Price 1 | Exercise Price 1 | Exercise Price 1 | Exercise Price 1 | Exercise Price 2 | Exercise Price 2 | Exercise Price 2 | Exercise Price 3 | Exercise Price 3 | Exercise Price 3 | Exercise Price 5 | Exercise Price 8 | Class A common stock | Class A common stock | Class A common stock | Class L Common Stock | |||||||||||||
2013 Plan | Scenario, Previously Reported | Minimum | Maximum | Scenario, Previously Reported | Scenario, Previously Reported | Scenario, Previously Reported | Scenario, Previously Reported | |||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of stock in each unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9 | ' | ' | 1 | ||||
Common stock, authorized | ' | ' | 500,000,000 | 568,416,244 | 582,771,244 | 500,000,000 | 568,416,244 | 568,416,244 | 10,125,258 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Non-cash stock compensation expense | ' | ' | $2,517,000 | [1] | $565,000 | [1] | ' | $8,202,000 | [1] | $1,968,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options granted, exercise prices | ' | ' | ' | ' | $4.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.55 | $10.91 | $5.02 | $5.91 | $10.91 | ' | $0.79 | $0.94 | $2.78 | $1.65 | $1.65 | $4.55 | $3.17 | $3.17 | $5.91 | $10.96 | $5.07 | ' | ' | ' | ' | ||||
Option granted | ' | ' | ' | ' | 175,500 | ' | ' | ' | ' | ' | ' | ' | 1,595,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options granted, percentage vested | ' | ' | ' | ' | ' | 40.00% | 40.00% | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Dividend paid | 336,000,000 | 336,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Incremental compensation expense from modification | ' | ' | ' | ' | ' | 16,500,000 | ' | ' | ' | ' | 11,000,000 | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock Option Modification Expense | ' | ' | 1,768,000 | ' | ' | 9,031,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 1,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock option modification payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unexercised vested options, exercisable period | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Awards outstanding | ' | ' | 4,655,651 | ' | ' | 4,655,651 | ' | 424,231 | ' | ' | ' | ' | ' | 4,655,651 | 0 | ' | ' | 2,273,997 | ' | ' | ' | ' | 1,794,793 | ' | ' | ' | ' | 36,674 | ' | ' | 550,187 | ' | ' | ' | ' | 4,655,651 | 4,683,151 | ' | ||||
Unearned non-cash stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding options to purchase units had vested percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unearned non-cash stock-based compensation expected to recognize as expense over period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 7 months 6 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Service-based awards, service period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The service-based awards are expensed on a straight-line basis over the requisite service period. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | For the nine and three months ended November 2, 2013, the tax benefit related to the Company's non-cash stock compensation was $3.2 million and $1.0 million, respectively. For the nine and three months ended October 27, 2012, the tax benefit related to the Company's non-cash stock compensation was $0.7 million and $0.2 million, respectively |
NonCash_Stock_Compensation_Exp
Non-Cash Stock Compensation Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ||||
Non-Cash Stock Compensation | $2,517 | [1] | $565 | [1] | $8,202 | [1] | $1,968 | [1] |
Stock Option Modification | ' | ' | ' | ' | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ||||
Non-Cash Stock Compensation | 1,534 | [2] | ' | 4,986 | [2] | ' | ||
Stock Options Granted | ' | ' | ' | ' | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ||||
Non-Cash Stock Compensation | 963 | [3] | 590 | [3] | 3,155 | [3] | 1,507 | [3] |
Restricted Stock | ' | ' | ' | ' | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ||||
Non-Cash Stock Compensation | $20 | [3] | ($25) | [3] | $61 | [3] | $461 | [3] |
[1] | For the nine and three months ended November 2, 2013, the tax benefit related to the Company's non-cash stock compensation was $3.2 million and $1.0 million, respectively. For the nine and three months ended October 27, 2012, the tax benefit related to the Company's non-cash stock compensation was $0.7 million and $0.2 million, respectively | |||||||
[2] | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during the nine and three months ended November 2, 2013 which is included in the line item "Stock Option Modification Expense" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss. | |||||||
[3] | Included in the line item "Selling and Administrative Expenses" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss. |
NonCash_Stock_Compensation_Exp1
Non-Cash Stock Compensation Expense (Parenthetical) (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' |
Non-Cash Stock Compensation tax benefit | $1 | $0.20 | $3.20 | $0.70 |
Stock_Option_Transactions_Deta
Stock Option Transactions (Detail) (USD $) | 1 Months Ended | 8 Months Ended | |
Nov. 02, 2013 | Oct. 02, 2013 | ||
Number of Units | ' | ' | |
Options Outstanding at Beginning of Period | ' | 424,231 | |
Options Granted | ' | 175,500 | |
Options Forfeited | ' | -56,402 | |
Options Exercised | ' | -117,588 | [1] |
Options Outstanding at End of Period | 4,655,651 | ' | |
Weighted Average Exercise Price Per Unit | ' | ' | |
Options Outstanding at Beginning of Period | ' | $6.96 | |
Options Granted | ' | $4.55 | |
Options Forfeited | ' | $6.82 | |
Options Exercised | ' | $1.96 | [1] |
Options Outstanding at End of Period | ' | ' | |
Class A common stock | ' | ' | |
Number of Units | ' | ' | |
Options Outstanding at Beginning of Period | 4,683,151 | ' | |
Options Forfeited | -27,500 | ' | |
Cancellation of Class A Units | ' | -425,741 | |
Options Outstanding at End of Period | 4,655,651 | 4,683,151 | |
Weighted Average Exercise Price Per Unit | ' | ' | |
Options Outstanding at Beginning of Period | $2.95 | ' | |
Options Forfeited | $2.20 | ' | |
Cancellation of Class A Units | ' | $2.95 | |
Options Outstanding at End of Period | $2.95 | $2.95 | |
[1] | Options exercised during the nine months ended November 2, 2013 had a total intrinsic value of $9.2 million. |
Stock_Option_Transactions_Pare
Stock Option Transactions (Parenthetical) (Detail) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 02, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share based compensation option exercised total intrinsic value | $9.20 |
NonVested_Stock_Option_Share_T
Non-Vested Stock Option Share Transactions (Detail) (USD $) | 8 Months Ended | 1 Months Ended | 8 Months Ended | 9 Months Ended | |||
Oct. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Oct. 02, 2013 | Nov. 02, 2013 | |
Class A common stock | Class A common stock | Non Vested Options | Non Vested Options | Non Vested Options | |||
Class A common stock | Class A common stock | ||||||
Number of Units | ' | ' | ' | ' | ' | ' | ' |
Options Outstanding at Beginning of Period | 424,231 | 4,655,651 | 4,683,151 | ' | 255,457 | 3,824,073 | 3,824,073 |
Granted | ' | ' | ' | ' | 175,500 | ' | ' |
Vested | ' | ' | ' | ' | -61,051 | ' | -15,378 |
Forfeited | -56,402 | ' | -27,500 | ' | -22,263 | ' | -27,500 |
Cancellation of Class A Units | ' | ' | ' | ' | ' | -347,643 | ' |
Options Outstanding at End of Period | ' | 4,655,651 | 4,655,651 | ' | ' | ' | 3,781,195 |
Weighted Average Grant Date Fair Value Per Unit | ' | ' | ' | ' | ' | ' | ' |
Options Outstanding at Beginning of Period | $6.96 | ' | $2.95 | ' | $3.06 | $4.45 | $4.45 |
Granted | $4.55 | ' | ' | ' | $5.64 | ' | ' |
Options Vested | ' | ' | ' | ' | $3.05 | ' | $2.69 |
Options Forfeited | $6.82 | ' | $2.20 | ' | $3.41 | ' | $2.33 |
Cancellation of Class A Units | ' | ' | ' | $2.95 | ' | $4.45 | ' |
Options Outstanding at End of Period | ' | ' | $2.95 | ' | ' | ' | $4.47 |
Information_about_Options_to_P
Information about Options to Purchase Shares (Detail) (USD $) | 8 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | |||
Oct. 02, 2013 | Nov. 02, 2013 | Feb. 02, 2013 | Nov. 02, 2013 | 31-May-13 | Nov. 02, 2013 | 31-May-13 | Nov. 02, 2013 | Nov. 02, 2013 | |
Exercise Price 1 | Exercise Price 2 | Exercise Price 2 | Exercise Price 3 | Exercise Price 3 | Exercise Price 4 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options, Exercise price lower range | ' | ' | ' | $0.79 | ' | ' | ' | ' | $4.55 |
Options, Exercise price, average | $4.55 | ' | ' | ' | $1.65 | $1.65 | $3.17 | $3.17 | $4.55 |
Options, Exercise price upper range | ' | ' | ' | $0.94 | ' | ' | ' | ' | $5.91 |
Options Outstanding, Number Outstanding At November 2, 2013 | ' | 4,655,651 | 424,231 | 1,794,793 | ' | 36,674 | ' | 550,187 | 2,273,997 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | ' | ' | ' | '6 years 8 months 12 days | ' | '7 years | ' | '6 years 4 months 24 days | '9 years 1 month 6 days |
Options Exercisable Number Exercisable At November 2, 2013 | ' | 874,456 | ' | 492,646 | ' | ' | ' | 196,020 | 185,790 |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | ' | ' | ' | '5 years 7 months 6 days | ' | ' | ' | '4 years 8 months 12 days | '5 years 1 month 6 days |
Stock_Options_Vested_and_Expec
Stock Options Vested and Expected to Vest (Detail) (USD $) | 8 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||
Oct. 02, 2013 | Nov. 02, 2013 | Nov. 02, 2013 | 31-May-13 | Nov. 02, 2013 | 31-May-13 | Nov. 02, 2013 | Nov. 02, 2013 | |
Exercise Price 1 | Exercise Price 2 | Exercise Price 2 | Exercise Price 3 | Exercise Price 3 | Exercise Price 4 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Options, Exercise price lower range | ' | ' | $0.79 | ' | ' | ' | ' | $4.55 |
Options, Exercise price, average | $4.55 | ' | ' | $1.65 | $1.65 | $3.17 | $3.17 | $4.55 |
Options, Exercise price upper range | ' | ' | $0.94 | ' | ' | ' | ' | $5.91 |
Options, vested and expected to vest | ' | 3,772,757 | 1,467,369 | ' | 11,739 | ' | 460,519 | 1,833,130 |
Weighted Average Remaining Contractual Life (Years) | ' | ' | '6 years 8 months 12 days | ' | '3 years 10 months 24 days | ' | '6 years 2 months 12 days | '9 years 1 month 6 days |
Weighted Average Exercise Price | ' | ' | $0.80 | ' | $1.65 | ' | $3.17 | $4.63 |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) | 9 Months Ended | |
Nov. 02, 2013 | Oct. 27, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-Free Interest Rate | 1.70% | ' |
Risk-Free Interest Rate, minimum | ' | 1.00% |
Risk-Free Interest Rate, maximum | ' | 1.30% |
Expected Volatility | 36.80% | 35.00% |
Expected Life (years) | '7 years 4 months 24 days | '6 years 7 months 6 days |
Contractual Life (years) | '10 years | '10 years |
Expected Dividend Yield | 0.00% | 0.00% |
Weighted_Average_Grant_Date_Fa
Weighted Average Grant Date Fair Value of Options Issued (Detail) (USD $) | 9 Months Ended | |
Nov. 02, 2013 | Oct. 27, 2012 | |
Exercise Price 2 | ' | ' |
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items] | ' | ' |
Weighted Average Grant Date Fair Value of Options Issued | $5.64 | $2.56 |
Exercise Price 3 | ' | ' |
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items] | ' | ' |
Weighted Average Grant Date Fair Value of Options Issued | ' | $4.31 |
Exercise Price 4 | ' | ' |
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items] | ' | ' |
Weighted Average Grant Date Fair Value of Options Issued | ' | $2.78 |
Other_Current_liabilities_Addi
Other Current liabilities - Additional Information (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Millions, unless otherwise specified | |||
Other Liabilities Current [Line Items] | ' | ' | ' |
Customer liabilities | $33.40 | $30 | $30.50 |
Self-insurance reserve | 54.5 | 52.4 | 47.7 |
Insurance-related Assessments | ' | ' | ' |
Other Liabilities Current [Line Items] | ' | ' | ' |
Self-insurance reserve expected to be paid | 22.2 | 21.2 | 18.8 |
Remaining balances of Self-insurance reserve | 32.3 | 31.2 | 28.9 |
Deferred Lease Incentives | ' | ' | ' |
Other Liabilities Current [Line Items] | ' | ' | ' |
Deferred lease incentives | $147.20 | $138.10 | $127 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | Nov. 02, 2013 | Feb. 02, 2013 | Oct. 27, 2012 |
In Millions, unless otherwise specified | Store | ||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Reserves relating to legal claims | $1.20 | $0.90 | $1 |
Property Subject to or Available for Operating Lease, Number of Units | 0 | ' | ' |
Minimum lease payments for operating leases February 1, 2014 | 60.4 | ' | ' |
Minimum lease payments for operating leases January 31, 2015 | 247.4 | ' | ' |
Minimum lease payments for operating leases January 30, 2016 | 229.8 | ' | ' |
Minimum lease payments for operating leases January 28, 2017 | 214.4 | ' | ' |
Minimum lease payments for operating leases February 3, 2018 | 193.8 | ' | ' |
Minimum lease payments for operating leases February 2, 2019 | 699.1 | ' | ' |
Letters of credit, outstanding amount | 40.8 | 35.3 | 36 |
Guarantee Performance Under Insurance And Utility Agreement | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | 29.2 | 26.7 | 26.2 |
Merchandising Agreement | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | 11.6 | 8.6 | 9.8 |
Letter of Credit | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | $521.20 | $422.70 | $542.30 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||
Oct. 02, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Nov. 02, 2013 | Oct. 27, 2012 | Apr. 30, 2006 | Apr. 30, 2006 | |
Quarterly Payment | |||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Advisory agreement initial term | ' | ' | ' | '10 years | ' | ' | ' |
Advisory agreement termination date | ' | ' | ' | 2-Oct-13 | ' | ' | ' |
Costs Related to Debt Amendments and Initial Public Offering | $10,100,000 | $10,506,000 | $131,000 | $21,963,000 | $3,225,000 | ' | ' |
Advisory agreement, periodic fee payment | ' | ' | ' | ' | ' | ' | 1,000,000 |
Advisory agreement, fee as a percentage of financing, acquisition, disposition or change of control | ' | ' | ' | ' | ' | 1.00% | ' |
Advisory agreement term extension | ' | ' | ' | '1 year | ' | ' | ' |
Fees paid | ' | 2,900,000 | 3,100,000 | 700,000 | 1,000,000 | ' | ' |
Prepaid advisory fees | ' | $0 | $700,000 | $0 | $700,000 | ' | ' |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | |||
Aug. 03, 2013 | Nov. 02, 2013 | Oct. 27, 2012 | Feb. 02, 2013 | Feb. 01, 2014 | Nov. 07, 2013 | |
Hold Co Notes | Subsequent Event | |||||
Scenario, Forecast | Hold Co Notes | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of senior notes | ' | ' | ' | ' | ' | $221,800,000 |
Restricted Cash and Cash Equivalents | ' | 265,559,000 | 34,800,000 | 34,800,000 | ' | 230,800,000 |
Loss on extinguishment of long-term debt | -600,000 | -617,000 | -3,413,000 | ' | -14,700,000 | ' |
Redemption premium | ' | ' | ' | ' | 4,400,000 | ' |
Write-off the unamortized original issue discount | ' | ' | ' | ' | 3,800,000 | ' |
Deferred financing cost | ' | ' | ' | ' | $6,500,000 | ' |