Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
3-May-14 | 31-May-14 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 3-May-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
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 | ' | 74,068,067 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Current Assets: | ' | ' | ' |
Cash and Cash Equivalents | $69,490 | $132,984 | $102,672 |
Restricted Cash and Cash Equivalents | 32,100 | 32,100 | 34,800 |
Accounts Receivable, Net of Allowances for Doubtful Accounts | 44,084 | 35,678 | 46,362 |
Merchandise Inventories | 707,627 | 720,052 | 727,219 |
Deferred Tax Assets | 14,850 | 13,475 | 9,337 |
Prepaid and Other Current Assets | 77,537 | 77,708 | 74,294 |
Prepaid Income Taxes | 5,326 | 4,523 | 7,002 |
Total Current Assets | 951,014 | 1,016,520 | 1,001,686 |
Property and Equipment-Net of Accumulated Depreciation and Amortization | 907,772 | 902,657 | 871,610 |
Tradenames | 238,000 | 238,000 | 238,000 |
Favorable Leases-Net of Accumulated Amortization | 285,933 | 292,553 | 313,200 |
Goodwill | 47,064 | 47,064 | 47,064 |
Other Assets | 117,976 | 124,298 | 122,640 |
Total Assets | 2,547,759 | 2,621,092 | 2,594,200 |
Current Liabilities: | ' | ' | ' |
Accounts Payable | 575,912 | 542,987 | 630,660 |
Other Current Liabilities | 249,188 | 301,803 | 221,575 |
Current Maturities of Long Term Debt | 1,070 | 59,026 | 9,737 |
Total Current Liabilities | 826,170 | 903,816 | 861,972 |
Long Term Debt | 1,366,414 | 1,369,159 | 1,671,658 |
Other Liabilities | 255,456 | 255,877 | 230,661 |
Deferred Tax Liabilities | 235,986 | 242,708 | 251,167 |
Commitments and Contingencies (Notes 3, 4, 7, 10, 11 and 12) | ' | ' | ' |
Common Stock, Class L (Notes 8 and 9) | ' | ' | 1,034,729 |
Stockholders' Deficit: | ' | ' | ' |
Preferred Stock, $0.0001 Par Value: Authorized: 50,000,000 shares; no shares issued and outstanding at May 3, 2014 | ' | ' | ' |
Common Stock, $0.0001 Par Value: Authorized: 500,000,000 shares at May 3, 2014 and February 1, 2014 and 568,416,244 shares at May 4, 2013 Issued: 74,712,389 shares at May 3, 2014, 74,218,275 shares at February 1, 2014 and 517,979,682 shares at May 4, 2013 Outstanding: 74,060,779 shares at May 3, 2014, 73,686,524 shares at February 1, 2014 and 513,167,094 shares at May 4, 2013 | 7 | 7 | 47 |
Additional Paid-In-Capital | 1,351,772 | 1,346,259 | ' |
Accumulated Deficit | -1,480,635 | -1,492,409 | -1,456,030 |
Treasury Stock at Cost | -7,411 | -4,325 | -4 |
Total Stockholders' Deficit | -136,267 | -150,468 | -1,455,987 |
Total Liabilities and Stockholders' Deficit | $2,547,759 | $2,621,092 | $2,594,200 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
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 | 500,000,000 | 568,416,244 |
Common Stock, Shares Issued | 74,712,389 | 74,218,275 | 517,979,682 |
Common Stock, Shares Outstanding | 74,060,779 | 73,686,524 | 513,167,094 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 3-May-14 | 4-May-13 |
REVENUES: | ' | ' |
Net Sales | $1,128,269 | $1,065,013 |
Other Revenue | 7,589 | 7,976 |
Total Revenue | 1,135,858 | 1,072,989 |
COSTS AND EXPENSES: | ' | ' |
Cost of Sales | 698,461 | 667,653 |
Selling and Administrative Expenses | 347,021 | 327,704 |
Costs Related to Debt Amendments and Secondary Offering | 424 | 8,854 |
Stock Option Modification Expense | 828 | ' |
Restructuring and Separation Costs (Note 4) | ' | 1,625 |
Depreciation and Amortization | 41,208 | 43,992 |
Impairment Charges - Long-Lived Assets | 19 | 51 |
Other Income, Net | -1,896 | -2,546 |
Loss on Extinguishment of Debt | 3,681 | ' |
Interest Expense (Inclusive of Gain (Loss) on Interest Rate Cap Agreements) | 26,552 | 34,303 |
Total Costs and Expenses | 1,116,298 | 1,081,636 |
Income (Loss) Before Income Tax Expense (Benefit) | 19,560 | -8,647 |
Income Tax Expense (Benefit) | 7,786 | -3,084 |
Net Income (Loss) | 11,774 | -5,563 |
Total Comprehensive Income (Loss) | 11,774 | -5,563 |
Class L Preference Amount | ' | -40,972 |
Net Income (Loss) Attributable to Common Stockholders | 11,774 | -46,535 |
Allocation of Net Income (Loss) to Common Stockholders-Basic | 11,774 | -46,535 |
Net Income (Loss) Per Share-Basic | $0.16 | ($0.09) |
Allocation of Net Income (Loss) to Common Stockholders-Diluted | 11,774 | -46,990 |
Net Income (Loss) Per Share-Diluted | $0.16 | ($0.09) |
Weighted Average Number of Shares-Basic | 73,646 | 512,672 |
Weighted Average Number of Shares-Diluted | 75,469 | 512,672 |
Class L Common Stock | ' | ' |
COSTS AND EXPENSES: | ' | ' |
Allocation of Net Income (Loss) to Common Stockholders-Basic | ' | 40,972 |
Net Income (Loss) Per Share-Basic | ' | $7.91 |
Allocation of Net Income (Loss) to Common Stockholders-Diluted | ' | $40,972 |
Net Income (Loss) Per Share-Diluted | ' | $7.91 |
Weighted Average Number of Shares-Basic | ' | 5,179 |
Weighted Average Number of Shares-Diluted | ' | 5,179 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 | ||
OPERATING ACTIVITIES | ' | ' | ||
Net Income (Loss) | $11,774 | ($5,563) | ||
Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities: | ' | ' | ||
Depreciation and Amortization | 41,208 | 43,992 | ||
Amortization of deferred financing costs | 2,229 | 2,043 | ||
Impairment Charges - Long-Lived Assets | 19 | 51 | ||
Accretion of Senior Notes | 571 | 795 | ||
Interest Rate Cap Contracts-Adjustment to Market | 1 | 60 | ||
Provision for Losses on Accounts Receivable | 37 | 34 | ||
Deferred Income Tax (Benefit) | -8,098 | -5,376 | ||
Loss (Gain) on Disposition of Fixed Assets and Leasehold Improvements | 194 | -39 | ||
Non-Cash Loss on Extinguishment of Debt-Write-off of Deferred Financing Costs and Original Issue Discount | 2,521 | ' | ||
Non-cash stock compensation expense | 1,367 | [1] | 510 | [1] |
Non-Cash Rent Expense | -5,539 | -3,285 | ||
Deferred Rent Incentives | 8,729 | 7,386 | ||
Excess Tax Benefit (Expense) from Stock Based Compensation | 3,404 | -64 | ||
Insurance Recoveries | ' | 830 | ||
Changes in Assets and Liabilities: | ' | ' | ||
Accounts Receivable | -10,438 | -7,338 | ||
Merchandise Inventories | 12,425 | -47,029 | ||
Prepaid and Other Current Assets | -632 | -7,835 | ||
Accounts Payable | 32,925 | 130,254 | ||
Other Current Liabilities | -46,511 | -14,702 | ||
Other Long Term Assets and Long Term Liabilities | 736 | 979 | ||
Net Cash Provided by Operating Activities | 46,922 | 95,703 | ||
INVESTING ACTIVITIES | ' | ' | ||
Cash Paid for Property and Equipment | -45,985 | -29,764 | ||
Proceeds from Sale of Property and Equipment and Assets Held for Sale | 108 | 114 | ||
Net Cash Used in Investing Activities | -45,877 | -29,650 | ||
FINANCING ACTIVITIES | ' | ' | ||
Proceeds from Long Term Debt-ABL Line of Credit | 115,000 | 155,000 | ||
Principal Payments on Long Term Debt-ABL Line of Credit | -115,000 | -155,000 | ||
Principal Payments on Long Term Debt-Term Loan | -3,955 | ' | ||
Proceeds from Long Term Debt-Holdco Notes | ' | 343,000 | ||
Principal Payments on Long Term Debt-Holdco Notes | -58,000 | ' | ||
Repayment of Capital Lease Obligations | -240 | -253 | ||
Payment of Dividends | ' | -336,000 | ||
Purchase of Treasury Shares | -3,086 | ' | ||
Proceeds from Stock Option Exercises and Related Tax Benefits | 742 | 64 | ||
Deferred Financing Costs | ' | -13,528 | ||
Net Cash Used in Financing Activities | -64,539 | -6,717 | ||
(Decrease) Increase in Cash and Cash Equivalents | -63,494 | 59,336 | ||
Cash and Cash Equivalents at Beginning of Period | 132,984 | 43,336 | ||
Cash and Cash Equivalents at End of Period | 69,490 | 102,672 | ||
Supplemental Disclosure of Cash Flow Information: | ' | ' | ||
Interest Paid | 39,515 | 35,797 | ||
Net Income Tax Payments | 35,193 | 1,150 | ||
Non-Cash Investing Activities: | ' | ' | ||
Accrued Purchases of Property and Equipment | 14,763 | 10,427 | ||
Acquisition of Capital Lease | ' | $1,538 | ||
[1] | The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
3-May-14 | |
Summary of Significant Accounting Policies | ' |
1. Summary of Significant Accounting Policies | |
Basis of Presentation | |
As of May 3, 2014, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 523 retail stores, inclusive of an internet store. | |
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 thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (Fiscal 2013 10-K). The balance sheet at February 1, 2014 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2013 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 3, 2014 are not necessarily indicative of results for the fiscal year ending January 31, 2015 (Fiscal 2014). | |
Accounting policies followed by the Company are described in Note 1 to the Fiscal 2013 10-K. | |
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 became effective for all annual and interim periods in fiscal years beginning after December 15, 2013 and did not 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 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations. | |
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08). ASU 2014-08 is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or are expected to have a major effect on an entity’s operations and financial results. Such a shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of the entity. ASU 2014-08 also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. ASU 2014-08 requires expanded disclosures for discontinued operations and new disclosures for individually material disposals that do not meet the definition of a discontinued operation. The Company has early adopted ASU 2014-08 effective February 2, 2014. ASU 2014-08 did not 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 three month period ended May 3, 2014, and there were no new accounting standards or pronouncements that were issued but not yet effective as of May 3, 2014 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. | |
Initial Public Offering | |
Prior to the Company’s initial public offering, which was completed on October 7, 2013 (the Offering), each outstanding share of Class A common stock was automatically cancelled and then each outstanding share of Class L common stock was automatically converted into one share of Class A common stock. The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within these Condensed Consolidated Financial Statements gives effect to the stock split. | |
Secondary Offering | |
On April 28, 2014, the Company commenced a public secondary offering of its common stock (the Secondary Offering). On May 6, 2014, the Company closed the Secondary Offering, in which 12,000,000 shares of common stock were sold by certain of the Company’s stockholders. In connection with the Secondary Offering, the selling stockholders granted the underwriters, and the underwriters subsequently exercised, an option to purchase 1,800,000 additional shares of common stock. All of the shares sold in the Secondary Offering were offered by selling stockholders. The Company did not receive any of the proceeds from the Secondary Offering. |
Stockholders_Deficit
Stockholders' Deficit | 3 Months Ended | ||||||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||||||
Stockholders' Deficit | ' | ||||||||||||||||||||||||||||
2. Stockholders’ Deficit | |||||||||||||||||||||||||||||
Activity for the three month periods ended May 3, 2014 and May 4, 2013 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 1, 2014 | 74,218,275 | $ | 7 | $ | 1,346,259 | $ | (1,492,409 | ) | (531,751 | ) | $ | (4,325 | ) | $ | (150,468 | ) | |||||||||||||
Net Income | — | — | — | 11,774 | — | — | 11,774 | ||||||||||||||||||||||
Stock Options Exercised and Related Tax Benefits of $3.4 million | 419,980 | — | 4,146 | — | — | — | 4,146 | ||||||||||||||||||||||
Shares Used for Tax Withholding | — | — | — | — | (119,859 | ) | (3,086 | ) | (3,086 | ) | |||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | 74,134 | — | 1,367 | — | — | — | 1,367 | ||||||||||||||||||||||
Balance at May 3, 2014 | 74,712,389 | $ | 7 | $ | 1,351,772 | $ | (1,480,635 | ) | (651,610 | ) | $ | (7,411 | ) | $ | (136,267 | ) | |||||||||||||
(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 | — | — | — | (5,563 | ) | — | — | (5,563 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (554 | ) | (38,566 | ) | — | — | (39,120 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | — | — | 64 | — | — | — | 64 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | — | — | 490 | — | — | — | 490 | ||||||||||||||||||||||
Dividend | — | — | — | (302,400 | ) | — | — | (302,400 | ) | ||||||||||||||||||||
Balance at May 4, 2013 | 517,979,682 | $ | 47 | $ | — | $ | (1,456,030 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,455,987 | ) | |||||||||||||
Long_Term_Debt
Long Term Debt | 3 Months Ended | ||||||||||||
3-May-14 | |||||||||||||
Long Term Debt | ' | ||||||||||||
3. Long Term Debt | |||||||||||||
Long term debt consists of: | |||||||||||||
(in thousands) | |||||||||||||
May 3, | February 1, | May 4, | |||||||||||
2014 | 2014 | 2013 | |||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017. | $ | 825,369 | $ | 828,839 | $ | 863,572 | |||||||
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from August 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 August 15, 2014 to February 15, 2018 | 69,156 | 126,147 | 343,306 | ||||||||||
Capital Lease Obligations | 22,959 | 23,199 | 24,517 | ||||||||||
Total debt | 1,367,484 | 1,428,185 | 1,681,395 | ||||||||||
Less: current maturities | (1,070 | ) | (59,026 | ) | (9,737 | ) | |||||||
Long-term debt, net of current maturities | $ | 1,366,414 | $ | 1,369,159 | $ | 1,671,658 | |||||||
$1 Billion Senior Secured Term Loan Facility | |||||||||||||
On February 24, 2011, the Company entered into a $1.0 billion senior secured term loan facility (the Term Loan Facility). The Term Loan Facility was issued pursuant to a new credit agreement (Term Loan Credit Agreement), dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Term Loan Administrative Agent) and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers, governing the terms of the Term Loan Facility. | |||||||||||||
On May 16, 2012, the Company entered into Amendment No. 1 (First Amendment) to the Term Loan Credit Agreement, which, among other things, reduced the applicable margin on the interest rates applicable to the Term Loan Facility by 50 basis points. To accomplish this interest rate reduction, the First Amendment provided for a replacement of the previously outstanding $950.5 million principal amount of term B loans (Term B Loans) with a like aggregate principal amount of term B-1 loans (Term B-1 loans). The Company offered existing term loan lenders the option to convert their Term B Loans into Term B-1 Loans on a non-cash basis. The $119.3 million of Term B Loans held by existing lenders electing not to convert their Term B Loans into Term B-1 Loans were prepaid in full on the effective date of the First Amendment from the proceeds of new Term B-1 Loans. The Term B-1 Loans have the same maturity date that was applicable to the Term B 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 First Amendment. As a result of the First Amendment, mandatory quarterly payments of $2.4 million were payable as of the last day of each quarter beginning with the quarter ended July 28, 2012. The Company elected to make prepayments of $9.5 million in May 2012 and $70.0 million in January 2013, all of which offset the mandatory quarterly payments through the maturity date. | |||||||||||||
On February 15, 2013, BCFWC entered into Amendment No. 2 (Second Amendment) to the Term Loan Credit Agreement. The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries 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) 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 Sheets. 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 are included in the line item “Costs Related to Debt Amendments and Secondary Offering” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (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 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 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 were payable as of the last day of each quarter. In January 2014, the Company elected to make a prepayment of $30.0 million, which offset the mandatory quarterly payments through the maturity date. | |||||||||||||
Based on our excess cash flow calculation as of February 1, 2014, the Company was required to make an additional payment of $4.0 million on the Term Loan Facility during the first quarter of Fiscal 2014. In accordance with Topic No. 470, the Company recognized a loss on the extinguishment of debt of $0.1 million, representing the write off of deferred financing costs and unamortized original issue discount, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | |||||||||||||
The Term Loan Facility 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 total debt to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios may not exceed 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 consolidated interest expense to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios must exceed 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 May 3, 2014 were 4.0 and 3.8, respectively. | |||||||||||||
Covenant EBITDA is a non-GAAP financial measure of the Company’s liquidity. Covenant EBITDA starts with BCFWC’s 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, (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 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. At May 3, 2014 and May 4, 2013, the Company’s borrowing rates related to the Term Loan Facility were 4.3% and 5.5%, respectively. | |||||||||||||
$450 Million Senior Notes | |||||||||||||
On February 24, 2011, BCFW issued $450.0 million aggregate principal amount of 10% Senior Notes due 2019 at an issue price of 100% (the Senior Notes). The Senior Notes were issued pursuant to an indenture, dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and Wilmington Trust FSB. | |||||||||||||
The Senior Notes are senior unsecured obligations of BCFW and are guaranteed on a senior basis by Burlington Coat Factory Investments Holdings, Inc. and each of BCFW’s U.S. subsidiaries to the extent such guarantor is a guarantor of BCFW’s obligations under the Term Loan Facility. Interest is payable on the Senior Notes on each February 15 and August 15. | |||||||||||||
$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 Term Loan Facility or the indenture governing the Senior Notes. | |||||||||||||
The Holdco Notes mature on February 15, 2018. Interest on the Holdco Notes is payable 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 by increasing the principal amount or by issuing new notes (such increase being referred to herein as PIK interest). Cash interest accrues at the rate of 9.00% per annum and PIK interest will accrue at the rate of 9.75% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months. | |||||||||||||
The indenture governing the Holdco Notes contains covenants that, among other things, restrict the ability of Holdings LLC and certain of its subsidiaries to (i) incur, assume or guarantee additional indebtedness; (ii) pay dividends or redeem or repurchase capital stock; (iii) make other restricted payments; (iv) incur liens; (v) redeem debt that is junior in right of payment to the notes; (vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) enter into mergers or consolidations; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if the Issuers sell assets or experience certain changes of control, they must offer to purchase the Holdco Notes. | |||||||||||||
The Company used the net proceeds from the offering of the Holdco Notes to pay, in February 2013, a special cash dividend of $336.0 million, in the aggregate, payable in accordance with the Company’s charter to the then-current holders of the Company’s Class L and Class A common stock. | |||||||||||||
On November 7, 2013, the Issuers redeemed $221.8 million aggregate principal amount of the Holdco Notes. | |||||||||||||
On April 4, 2014, the Issuers redeemed $58.0 million aggregate principal amount of the Holdco Notes. In accordance with ASC Topic No. 405-20, “Extinguishments of Liabilities,” the Company recognized a loss on the extinguishment of long-term debt of $3.6 million representing approximately $1.2 million in redemption premiums and the write off of approximately $1.5 million and $0.9 million in deferred financing costs and unamortized original issue discount, respectively, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | |||||||||||||
ABL Line of Credit | |||||||||||||
On September 2, 2011, the Company completed an amendment and restatement of the credit agreement governing the Company’s $600.0 million ABL Line of Credit, which, among other things, extended the maturity date to September 2, 2016. The aggregate amount of commitments under the amended and restated credit agreement is $600.0 million and, subject to the satisfaction of certain conditions, the Company may increase the aggregate amount of commitments up to $900.0 million. Interest rates under the amended and restated credit agreement are based on LIBO rates as determined by the administrative agent plus an applicable margin of 1.75% to 2.25% based on daily availability, or various prime rate loan options plus an applicable margin of 0.75% to 1.25% based on daily availability. The fee on the average daily balance of unused loan commitments is 0.375%. 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. | |||||||||||||
At May 3, 2014, the Company had $508.2 million available under the ABL Line of Credit and no outstanding borrowings. The maximum borrowings under the facility during the three month period ended May 3, 2014 amounted to $75.0 million. Average borrowings during the three month period ended May 3, 2014 amounted to $8.9 million, at an average interest rate of 1.9%. | |||||||||||||
At May 4, 2013, the Company had $484.8 million available under the ABL Line of Credit and no outstanding borrowings. The maximum borrowings under the facility during the three month period ended May 4, 2013 amounted to $125.0 million. Average borrowings during the three month period ended May 4, 2013 amounted to $24.5 million, at an average interest rate of 2.0%. There was no outstanding balance under the ABL Line of Credit at February 1, 2014. | |||||||||||||
As of May 3, 2014, 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 Senior 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 $26.3 million, $30.1 million and $36.4 million in deferred financing costs, net of accumulated amortization, as of May 3, 2014, February 1, 2014 and May 4, 2013, 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 costs amounted to $2.2 million and $2.0 million for the three month periods ended May 3, 2014 and May 4, 2013, respectively, and is included in the line item “Interest Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended May 3, 2014, the Company wrote off $1.5 million deferred financing costs related to the April 4, 2014 redemption of the Holdco Notes and $0.1 million related to the $4.0 million excess cash flow Term Loan Repayment. |
Restructuring_and_Separation
Restructuring and Separation | 3 Months Ended | ||||||||||||||||||||
3-May-14 | |||||||||||||||||||||
Restructuring and Separation | ' | ||||||||||||||||||||
4. Restructuring and Separation | |||||||||||||||||||||
The Company accounts for restructuring and separation costs in accordance with ASC Topic No. 420, “Exit or Disposal Cost Obligations.” 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. There were no severance charges recorded during the three month period ended May 3, 2014. During the three month period ended May 4, 2013, severance charges of $1.6 million were recorded in the line item “Restructuring and Separation Costs” in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income (Loss). | |||||||||||||||||||||
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 Sheets as of May 3, 2014 and May 4, 2013: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
February 1, | Charges | Cash | Other | May 3, | |||||||||||||||||
2014 | Payments | 2014 | |||||||||||||||||||
Severance – Separation Cost | $ | 233 | $ | — | $ | (172 | ) | $ | — | $ | 61 | ||||||||||
(in thousands) | |||||||||||||||||||||
February 2, | Charges | Cash | Other | May 4, | |||||||||||||||||
2013 | Payments | 2013 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 758 | $ | (127 | ) | $ | — | $ | 631 | ||||||||||
Severance – Separation Cost | 597 | 867 | (420 | ) | — | 1,044 | |||||||||||||||
Total | $ | 597 | $ | 1,625 | $ | (547 | ) | $ | — | $ | 1,675 | ||||||||||
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||||||||||
5. 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 May 3, 2014, February 1, 2014 and May 4, 2013 included cash equivalents and interest rate cap agreements. The Company’s financial assets as of May 4, 2013 also included a note receivable. The Company’s financial liabilities are discussed below. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. 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. | |||||||||||||||||||||||||
The fair value of the note receivable was based on a discounted cash flow analysis whose inputs are unobservable, and therefore it fell 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 | |||||||||||||||||||||||||
May 3, | February 1, | May 4, | |||||||||||||||||||||||
2014 | 2014 | 2013 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 32,326 | $ | 32,324 | $ | 34,985 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap agreements(a) | $ | — | $ | 1 | $ | 9 | |||||||||||||||||||
Level 3 | |||||||||||||||||||||||||
Note Receivable(b) | $ | — | $ | — | $ | 385 | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 6 of the Company’s Condensed Consolidated Financial Statements, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements). | ||||||||||||||||||||||||
(b) | As of May 4, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013. | ||||||||||||||||||||||||
Financial Liabilities | |||||||||||||||||||||||||
The fair value of the Company’s debt as of May 3, 2014, February 1, 2014 and May 4, 2013 is noted in the table below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 1.0%) plus 3.3%, matures on February 23, 2017 | $ | 825,369 | $ | 830,871 | $ | 828,839 | $ | 836,091 | $ | 863,572 | $ | 876,526 | |||||||||||||
$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 | 497,250 | 450,000 | 501,458 | 450,000 | 504,563 | |||||||||||||||||||
$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 August 15 to February 15, 2018 | 69,156 | 70,667 | 126,147 | 128,512 | 343,306 | 357,038 | |||||||||||||||||||
Total debt | $ | 1,344,525 | $ | 1,398,788 | $ | 1,404,986 | $ | 1,466,061 | $ | 1,656,878 | $ | 1,738,127 | |||||||||||||
(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. | ||||||||||||||||||||||||
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 May 3, 2014, and current estimates of fair value may differ from amounts presented herein. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | ||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||||||
6. Derivative Instruments and Hedging Activities | |||||||||||||||||||||||||
As of May 3, 2014, February 1, 2014 and May 4, 2013, 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 Term Loan Facility and ABL Line of Credit 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 Income (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 $450.0 million, a cap rate of 7% and terminate on May 31, 2015. | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Asset Derivatives | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 | $ | — | Other Assets | $ | 1 | Other Assets | $ | 9 | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Liability Derivatives | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 | $ | — | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
(Gain) or Loss on Derivative Instruments | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Location of Loss (Gain) | Amount of Loss (Gain) | |||||||||||||||||||||||
Instruments Under Topic No. 815 | Recognized in | Recognized in Comprehensive Income (Loss) related to | |||||||||||||||||||||||
Comprehensive Income | Derivatives | ||||||||||||||||||||||||
(Loss) related | Three Months Ended | ||||||||||||||||||||||||
to Derivatives | May 3, 2014 | May 4, 2013 | |||||||||||||||||||||||
Interest Rate Cap Agreements | Interest Expense | $ | 1 | $ | 60 |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||||||
3-May-14 | |||||||||||||
Income Taxes | ' | ||||||||||||
7. Income Taxes | |||||||||||||
Net deferred taxes are as follows: | |||||||||||||
(in thousands) | |||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||
Current Deferred Tax Asset | $ | 14,850 | $ | 13,475 | $ | 9,337 | |||||||
Non-Current Deferred Tax Liability | 235,986 | 242,708 | 251,167 | ||||||||||
Net Deferred Tax Liability | $ | 221,136 | $ | 229,233 | $ | 241,830 | |||||||
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 May 3, 2014 and May 4, 2013, the Company’s best estimate of its annual effective income tax rate was 41.0% and 37.8%, respectively (before discrete items). The increase in our annual effective tax rate was primarily driven by certain hiring credits available during the first quarter of Fiscal 2013 that have not been legislatively approved for Fiscal 2014. | |||||||||||||
As of May 3, 2014, February 1, 2014 and May 4, 2013, valuation allowances amounted to $5.7 million, $5.7 million and $5.8 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 Company has $7.8 million of deferred tax assets recorded for state net operating losses of which $5.7 million will expire between 2013 and 2025. | |||||||||||||
In addition, management also determined that a full valuation allowance of $3.6 million, $3.4 million and $3.3 million were required against the tax benefit associated with Puerto Rico deferred tax assets as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. | |||||||||||||
Capital_Stock
Capital Stock | 3 Months Ended | ||
3-May-14 | |||
Capital Stock | ' | ||
8. Capital Stock | |||
Capital Structure after the Reclassification | |||
Common Stock | |||
As of May 3, 2014, 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. As of May 3, 2014, there were 182 stockholders of record of the Company’s common 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 capital stock in uncertificated form. | |||
Preferred Stock | |||
The Company does not have any shares of preferred stock issued or 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 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 | |||
On May 4, 2013, there were 54 stockholders of record of both Class A common stock and Class L common stock, and the Company had outstanding 513,167,094 shares of Class A common stock and 5,183,506 shares of Class L common stock. | |||
Common Stock | |||
The Company’s charter authorized the Company to issue 574,185,600 shares of common stock consisting of: | |||
(a) | 568,416,244 shares of Class A common stock, par value $0.0001 per share; and | ||
(b) | 5,769,356 shares of Class L common stock, par value $0.001 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). | |||
Treasury Stock | |||
The Company accounts for treasury stock under the cost method. | |||
During the three months ended May 3, 2014, the Company acquired 119,859 shares of common stock from employees for approximately $3.1 million (average of $25.75 per share) to satisfy their tax withholding related to the exercise of stock options. These shares are considered treasury shares which are available for reissuance. | |||
Dividend | |||
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_Income_Loss_Per_Share
Net Income (Loss) Per Share | 3 Months Ended | ||||||||
3-May-14 | |||||||||
Net Income (Loss) Per Share | ' | ||||||||
9. Net Income (Loss) Per Share | |||||||||
Immediately prior to the Reclassification, net income (loss) per share was calculated using the two-class method, which is an earnings allocation formula that determined net income (loss) per share for the holders of 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 Class 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 income (loss) per share was consolidated net income (loss) less the Class L preference amount. In determining the net income (loss) attributable to common stockholders for computing diluted net income (loss) per share, the Company decreased the income and/or 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, dilutive 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: | |||||||||
(in thousands, except per share data) | |||||||||
Three Months Ended | |||||||||
May 3, 2014 | May 4, 2013 | ||||||||
Net Income (Loss) | $ | 11,774 | $ | (5,563 | ) | ||||
Class L Preference Amount | $ | — | $ | (40,972 | ) | ||||
Net Income (Loss) Attributable to Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Allocation of Net Income (Loss) to Common Stockholders – Basic: | |||||||||
Class L Stockholders | $ | — | $ | 40,972 | |||||
Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Net Income (Loss) Per Shares – Basic: | |||||||||
Class L Stockholders | $ | — | $ | 7.91 | |||||
Common Stockholders | $ | 0.16 | $ | (0.09 | ) | ||||
Allocation of Net Income (Loss) to Common Stockholders – Diluted: | |||||||||
Net Loss Attributable to Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Class L Preface Amount of Common Stock Equivalents | — | (455 | ) | ||||||
Allocation of Net Loss to Common Stockholders | $ | 11,774 | $ | (46,990 | ) | ||||
Net Income (Loss) Per Shares – Diluted: | |||||||||
Class L Stockholders | $ | — | $ | 7.91 | |||||
Common Stockholders | $ | 0.16 | $ | (0.09 | ) | ||||
Weighted Average Number of Shares – Basic: | |||||||||
Class L Stockholders | — | 5,179 | |||||||
Common Stockholders | 73,646 | 512,672 | |||||||
Weighted Average Number of Shares –Diluted: | |||||||||
Class L Stockholders | — | 5,179 | |||||||
Common Stockholders | 75,469 | 512,672 | |||||||
The Company determined the Class L preference amount based upon the Class L diluted common stock 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). | |||||||||
As of May 3, 2014, there were unvested options outstanding to purchase common stock of 4,257,239 shares, all of which may be dilutive in the future. | |||||||||
As of May 4, 2013, there were unvested options outstanding to purchase Class L common stock of 216,726 shares, and there were unvested options outstanding to purchase Class A common stock of 21,455,874 shares. | |||||||||
As of May 3, 2014, there were non-vested restricted stock units of common stock of 155,530 shares. All of which may be dilutive in the future. | |||||||||
As of May 4, 2013, 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) | |||||||||
Three Months Ended | |||||||||
May 4, 2013 | |||||||||
Shares | Amount | ||||||||
Class L Common Stock, beginning of year | 5,183,506 | $ | 1,029,189 | ||||||
Issuance/Forfeiture of Restricted Shares and Compensation | — | 20 | |||||||
Dividend | — | (33,600 | ) | ||||||
Accretion of Class L preferred return | — | 39,120 | |||||||
5,183,506 | $ | 1,034,729 | |||||||
The Company accounted for the fair value measurement of its Class L common stock in accordance with Topic No. 820, as described in Note 5, “Fair Value Measurements.” The inputs into the determination of fair value require significant management judgment or estimation. The fair value of the Class L common stock was classified as Level 2 of the fair value hierarchy as it was a model-derived valuation whose inputs are observable. As of May 3, 2014, the fair value of the outstanding Class L Common Stock was $466.5 million. |
Stock_Option_and_Award_Plans_a
Stock Option and Award Plans and Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
3-May-14 | |||||||||||||||||
Stock Option and Award Plans and Stock-Based Compensation | ' | ||||||||||||||||
10. 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 99 shares of Class A common stock and one share of Class L common stock. Awards previously granted under the 2006 Plan have been retroactively adjusted to reflect the Reclassification. | |||||||||||||||||
As of May 3, 2014, 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. | |||||||||||||||||
Stock Options | |||||||||||||||||
The Company accounts for awards issued under the Plans in accordance with ASC Topic No. 718, “Stock Compensation.” Options granted during the three month period ended May 3, 2014 were all service-based awards and were granted under the 2006 Plan at exercise prices of $27.40 and $29.86 per share. There were no options granted during the three month period ended May 4, 2013. | |||||||||||||||||
During Fiscal 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 service-based awards granted during the three months ended May 3, 2014 vest 25% on each of the first four anniversaries of the grant date. 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 unit to $0.79 - $1.65 per unit; | ||||||||||||||||
• | from $4.55 per unit to $0.79 per unit; | ||||||||||||||||
• | from $5.91 per unit to $0.79 - $0.94 per unit; | ||||||||||||||||
• | from $10.91 per unit to $3.17 - $5.02 per unit; and | ||||||||||||||||
• | from $10.96 per unit to $3.17 - $5.07 per unit. | ||||||||||||||||
The modifications, through a combination of either reduced exercise prices or cash payments, did not affect the existing vesting schedules. The modification, which contemplated the fair value of awards both immediately before and after the modification, resulted in a total of $0.8 million of incremental compensation expense during the three months ended May 3, 2014 recorded in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of which $0.2 million is payable in cash. As of May 3, 2014, the Company expects to recognize $5.1 million of incremental compensation expense to be recorded over the remaining vesting periods, of which $0.9 million will be paid in cash. | |||||||||||||||||
With the exception of the special one-time grants made during Fiscal 2013, all options awarded pursuant to the 2006 Plan become exercisable upon a change of control as defined in the Stockholders Agreement. The vesting of special one-time grants will not be accelerated in the event of a change of control, provided, however, that in the event that within two years after a change of control, the grantee’s employment is terminated without cause or the grantee resigns with good reason, then an incremental 20% of the special one-time grants shall be deemed vested as of the date of termination of grantee’s employment, but in no event more than the total number of special one-time grants granted to such grantee. Unless determined otherwise by the plan administrator, upon cessation of employment, options that have not vested will terminate immediately (subject to the potential acceleration of special one-time grants in the event of a change of control, as described above) and unexercised vested options will be exercisable for a period of 60 days. The final exercise date for any option granted is the tenth anniversary of the grant date. | |||||||||||||||||
Non-cash stock compensation expense during the three month periods ended May 3, 2014 and May 4, 2013 amounted to $1.4 million and $0.5 million, respectively. The table below summarizes the types of stock compensation: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
Type of Non-Cash Stock Compensation | May 3, 2014 | May 4, 2013 | |||||||||||||||
Stock Option Modification (a) | $ | 585 | $ | — | |||||||||||||
Stock Option Grants (b) | 713 | 490 | |||||||||||||||
Restricted Stock Issuances(b) | 69 | 20 | |||||||||||||||
Total (c) | $ | 1,367 | $ | 510 | |||||||||||||
(a) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during Fiscal 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||
(b) | Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||
(c) | The tax benefit related to the Company’s non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively. | ||||||||||||||||
As of May 3, 2014, the Company had 4,257,239 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan, and there was approximately $13.4 million of unearned non-cash stock-based option compensation, exclusive of the $5.1 million of incremental compensation associated with the modification, that the Company expects to recognize as expense over a weighted average period of 4.7 years. The service-based awards are expensed on a straight-line basis over the requisite service period. As of May 3, 2014, 20.8 percent of outstanding options to purchase shares of common stock under the 2006 Plan had vested. As of May 3, 2014, no awards were outstanding under the 2013 Plan. | |||||||||||||||||
Stock option transactions during the three month period ended May 3, 2014 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options Outstanding February 1, 2014 | 4,619,323 | $ | 3.25 | ||||||||||||||
Options Issued | 65,233 | 27.65 | |||||||||||||||
Options Exercised(a) | (419,980 | ) | 1.77 | ||||||||||||||
Options Forfeited | (7,337 | ) | 0.79 | ||||||||||||||
Options Outstanding May 3, 2014 | 4,257,239 | $ | 3.78 | ||||||||||||||
(a) | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. | ||||||||||||||||
Non-vested stock option share transactions during the three month period ended May 3, 2014 are summarized below: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Per Share | |||||||||||||||||
Non-Vested Options Outstanding, February 1, 2014 | 3,527,800 | $ | 4.13 | ||||||||||||||
Non-Vested Options Granted | 65,233 | 12.34 | |||||||||||||||
Non-Vested Options Vested | (214,917 | ) | 2.6 | ||||||||||||||
Non-Vested Options Forfeited | (7,337 | ) | 2.78 | ||||||||||||||
Non-Vested Options Outstanding, May 3, 2014 | 3,370,779 | $ | 4.56 | ||||||||||||||
The following table summarizes information about the options outstanding and exercisable under the 2006 Plan as of May 3, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number | Weighted | Number | Weighted | |||||||||||||
Outstanding at | Average | Exercisable at | Average | ||||||||||||||
May 3, 2014 | Remaining | May 3, 2014 | Remaining | ||||||||||||||
Contractual | Contractual | ||||||||||||||||
Life (Years) | Life (Years) | ||||||||||||||||
$0.79 - $0.94 | 1,477,506 | 6.6 | 533,857 | 5.2 | |||||||||||||
$3.17 | 443,221 | 6.3 | 198,382 | 4.9 | |||||||||||||
$4.55 - $5.91 | 2,218,518 | 8.8 | 154,221 | 6.4 | |||||||||||||
$26.96 | 52,761 | 9.7 | — | — | |||||||||||||
$27.40 - $29.86 | 65,233 | 10 | — | — | |||||||||||||
4,257,239 | 886,460 | ||||||||||||||||
The aggregate intrinsic value of options outstanding as of May 3, 2014 was $104.0 million. | |||||||||||||||||
The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 3, 2014: | |||||||||||||||||
Options | Weighted | Weighted | Aggregate Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and Expected to Vest | 4,093,764 | 7.8 | $ | 3.77 | $ | 100.0 million | |||||||||||
The fair value of each stock option granted during the three month period ended May 3, 2014 was estimated on the date of grant using the Black Scholes option pricing model using the following assumptions: | |||||||||||||||||
Three Months | |||||||||||||||||
Ended | |||||||||||||||||
May 3, 2014 | |||||||||||||||||
Risk-Free Interest Rate | 2.11 | % | |||||||||||||||
Expected Volatility | 44 | % | |||||||||||||||
Expected Life (years) | 6.25 | ||||||||||||||||
Contractual Life (years) | 10 | ||||||||||||||||
Expected Dividend Yield | 0 | % | |||||||||||||||
Weighted Average Grant Date Fair Value of Options Issued | $ | 12.49 | |||||||||||||||
Restricted Stock Awards | |||||||||||||||||
Under the 2006 Plan, the Company also has the ability to grant shares of restricted stock. During the three months ended May 3, 2014, the Company granted 74,134 shares of restricted stock at fair values based upon the closing price of the Company’s common stock on the date of grant. There were no restricted stock awards granted during the three months ended May 4, 2013. All shares of restricted stock granted to date under the 2006 Plan are service-based awards. Shares of restricted stock are expensed on a straight-line basis over the requisite service period of three to four years. Following a change of control, as defined by the 2006 Plan, all unvested shares of restricted stock shall accelerate and vest as of the date of such change of control. | |||||||||||||||||
As of May 3, 2014, there was approximately $2.8 million of unearned non-cash stock-based compensation that the Company expects to recognize as an expense over the next 3.7 years. At May 3, 2014, 1,048,223 of the outstanding shares of restricted stock had vested. | |||||||||||||||||
Award grant and vesting transactions during the three month period ended May 3, 2014 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Awards | |||||||||||||||||
Non-Vested Awards Outstanding, February 1, 2014 | 81,396 | $ | 12.58 | ||||||||||||||
Awards Granted | 74,134 | 27.5 | |||||||||||||||
Awards Vested | — | — | |||||||||||||||
Non-Vested Awards Outstanding, May 3, 2014 | 155,530 | $ | 19.69 | ||||||||||||||
Other_Liabilities
Other Liabilities | 3 Months Ended |
3-May-14 | |
Other Liabilities | ' |
11. 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 $29.4 million, $29.2 million and $30.3 million as of May 3, 2014, February 1, 2014 and May 4, 2013, 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 $57.2 million, $57.2 million and $53.0 million, as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. At May 3, 2014, February 1, 2014 and May 4, 2013, the portion of self-insurance reserve expected to be paid in the next twelve months of $23.5 million, $23.6 million and $21.6 million, respectively, were recorded in the line item “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheets. The remaining balances at May 3, 2014, February 1, 2014 and May 4, 2013 of $33.7 million, $33.6 million and $31.4 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 Income (Loss). At May 3, 2014, February 1, 2014 and May 4, 2013, deferred lease incentives were $158.2 million, $157.5 million and $138.6 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
3-May-14 | |
Commitments and Contingencies | ' |
12. 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 $1.8 million, $1.3 million and $0.9 million as of May 3, 2014, February 1, 2014 and May 4, 2013, 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 Fiscal 2013 10-K, 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. The Company’s minimum lease payments for all operating leases are expected to be $191.4 million for the remainder of Fiscal 2014 and $267.1 million, $254.4 million, $234.3 million, $207.3 million and $741.8 million for the fiscal years ended January 30, 2016, January 28, 2017, February 3, 2018, February 2, 2019 and all subsequent years thereafter, respectively, inclusive of $209.2 million of minimum lease payments for 17 stores and two warehouses that the Company has committed to open. | |
Letters of Credit | |
The Company had letters of credit arrangements with various banks in the aggregate amount of $40.9 million, $43.9 million and $44.1 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. Among these arrangements as of May 3, 2014, February 1, 2014 and May 4, 2013, the Company had letters of credit in the amount of $29.6 million, $28.8 million and $31.5 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 $11.3 million, $15.1 million and $12.6 million at May 3, 2014, February 1, 2014 and May 4, 2013, 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 $508.2 million, $456.2 million and $484.8 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. |
Related_Parties
Related Parties | 3 Months Ended |
3-May-14 | |
Related Parties | ' |
13. 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. 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. During the three months ended May 3, 2014, fees paid to Bain Capital, representing reimbursement for out-of-pocket fees and expenses, amounted to $0.1 million. During the three months ended May 4, 2013, fees paid to Bain Capital, primarily representing the quarterly fee, amounted to $1.1 million. These amounts are recorded in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 as of May 4, 2013. | |
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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
3-May-14 | |
Basis of Presentation | ' |
Basis of Presentation | |
As of May 3, 2014, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 523 retail stores, inclusive of an internet store. | |
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 thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (Fiscal 2013 10-K). The balance sheet at February 1, 2014 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2013 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 3, 2014 are not necessarily indicative of results for the fiscal year ending January 31, 2015 (Fiscal 2014). | |
Accounting policies followed by the Company are described in Note 1 to the Fiscal 2013 10-K. | |
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 became effective for all annual and interim periods in fiscal years beginning after December 15, 2013 and did not 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 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations. | |
In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08). ASU 2014-08 is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or are expected to have a major effect on an entity’s operations and financial results. Such a shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of the entity. ASU 2014-08 also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. ASU 2014-08 requires expanded disclosures for discontinued operations and new disclosures for individually material disposals that do not meet the definition of a discontinued operation. The Company has early adopted ASU 2014-08 effective February 2, 2014. ASU 2014-08 did not 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 three month period ended May 3, 2014, and there were no new accounting standards or pronouncements that were issued but not yet effective as of May 3, 2014 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 | |
Prior to the Company’s initial public offering, which was completed on October 7, 2013 (the Offering), each outstanding share of Class A common stock was automatically cancelled and then each outstanding share of Class L common stock was automatically converted into one share of Class A common stock. The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within these Condensed Consolidated Financial Statements gives effect to the stock split. | |
Secondary Offering | ' |
Secondary Offering | |
On April 28, 2014, the Company commenced a public secondary offering of its common stock (the Secondary Offering). On May 6, 2014, the Company closed the Secondary Offering, in which 12,000,000 shares of common stock were sold by certain of the Company’s stockholders. In connection with the Secondary Offering, the selling stockholders granted the underwriters, and the underwriters subsequently exercised, an option to purchase 1,800,000 additional shares of common stock. All of the shares sold in the Secondary Offering were offered by selling stockholders. The Company did not receive any of the proceeds from the Secondary Offering. |
Stockholders_Deficit_Tables
Stockholders' Deficit (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||||||
Summary of Stockholders' Deficit | ' | ||||||||||||||||||||||||||||
Activity for the three month periods ended May 3, 2014 and May 4, 2013 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 1, 2014 | 74,218,275 | $ | 7 | $ | 1,346,259 | $ | (1,492,409 | ) | (531,751 | ) | $ | (4,325 | ) | $ | (150,468 | ) | |||||||||||||
Net Income | — | — | — | 11,774 | — | — | 11,774 | ||||||||||||||||||||||
Stock Options Exercised and Related Tax Benefits of $3.4 million | 419,980 | — | 4,146 | — | — | — | 4,146 | ||||||||||||||||||||||
Shares Used for Tax Withholding | — | — | — | — | (119,859 | ) | (3,086 | ) | (3,086 | ) | |||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | 74,134 | — | 1,367 | — | — | — | 1,367 | ||||||||||||||||||||||
Balance at May 3, 2014 | 74,712,389 | $ | 7 | $ | 1,351,772 | $ | (1,480,635 | ) | (651,610 | ) | $ | (7,411 | ) | $ | (136,267 | ) | |||||||||||||
(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 | — | — | — | (5,563 | ) | — | — | (5,563 | ) | ||||||||||||||||||||
Accretion of Class L Preferred Return | — | — | (554 | ) | (38,566 | ) | — | — | (39,120 | ) | |||||||||||||||||||
Stock Options Exercised and Related Tax Benefits | — | — | 64 | — | — | — | 64 | ||||||||||||||||||||||
Issuance of Restricted Shares and Stock Option Compensation | — | — | 490 | — | — | — | 490 | ||||||||||||||||||||||
Dividend | — | — | — | (302,400 | ) | — | — | (302,400 | ) | ||||||||||||||||||||
Balance at May 4, 2013 | 517,979,682 | $ | 47 | $ | — | $ | (1,456,030 | ) | (4,812,588 | ) | $ | (4 | ) | $ | (1,455,987 | ) | |||||||||||||
Long_Term_Debt_Tables
Long Term Debt (Tables) | 3 Months Ended | ||||||||||||
3-May-14 | |||||||||||||
Long Term Debt | ' | ||||||||||||
Long term debt consists of: | |||||||||||||
(in thousands) | |||||||||||||
May 3, | February 1, | May 4, | |||||||||||
2014 | 2014 | 2013 | |||||||||||
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017. | $ | 825,369 | $ | 828,839 | $ | 863,572 | |||||||
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from August 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 August 15, 2014 to February 15, 2018 | 69,156 | 126,147 | 343,306 | ||||||||||
Capital Lease Obligations | 22,959 | 23,199 | 24,517 | ||||||||||
Total debt | 1,367,484 | 1,428,185 | 1,681,395 | ||||||||||
Less: current maturities | (1,070 | ) | (59,026 | ) | (9,737 | ) | |||||||
Long-term debt, net of current maturities | $ | 1,366,414 | $ | 1,369,159 | $ | 1,671,658 | |||||||
Restructuring_and_Separation_T
Restructuring and Separation (Tables) | 3 Months Ended | ||||||||||||||||||||
3-May-14 | |||||||||||||||||||||
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 Sheets as of May 3, 2014 and May 4, 2013: | |||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
February 1, | Charges | Cash | Other | May 3, | |||||||||||||||||
2014 | Payments | 2014 | |||||||||||||||||||
Severance – Separation Cost | $ | 233 | $ | — | $ | (172 | ) | $ | — | $ | 61 | ||||||||||
(in thousands) | |||||||||||||||||||||
February 2, | Charges | Cash | Other | May 4, | |||||||||||||||||
2013 | Payments | 2013 | |||||||||||||||||||
Severance – Restructuring | $ | — | $ | 758 | $ | (127 | ) | $ | — | $ | 631 | ||||||||||
Severance – Separation Cost | 597 | 867 | (420 | ) | — | 1,044 | |||||||||||||||
Total | $ | 597 | $ | 1,625 | $ | (547 | ) | $ | — | $ | 1,675 | ||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
May 3, | February 1, | May 4, | |||||||||||||||||||||||
2014 | 2014 | 2013 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 32,326 | $ | 32,324 | $ | 34,985 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap agreements(a) | $ | — | $ | 1 | $ | 9 | |||||||||||||||||||
Level 3 | |||||||||||||||||||||||||
Note Receivable(b) | $ | — | $ | — | $ | 385 | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 6 of the Company’s Condensed Consolidated Financial Statements, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements). | ||||||||||||||||||||||||
(b) | As of May 4, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013. | ||||||||||||||||||||||||
Fair Value of Debt | ' | ||||||||||||||||||||||||
The fair value of the Company’s debt as of May 3, 2014, February 1, 2014 and May 4, 2013 is noted in the table below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 1.0%) plus 3.3%, matures on February 23, 2017 | $ | 825,369 | $ | 830,871 | $ | 828,839 | $ | 836,091 | $ | 863,572 | $ | 876,526 | |||||||||||||
$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 | 497,250 | 450,000 | 501,458 | 450,000 | 504,563 | |||||||||||||||||||
$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 August 15 to February 15, 2018 | 69,156 | 70,667 | 126,147 | 128,512 | 343,306 | 357,038 | |||||||||||||||||||
Total debt | $ | 1,344,525 | $ | 1,398,788 | $ | 1,404,986 | $ | 1,466,061 | $ | 1,656,878 | $ | 1,738,127 | |||||||||||||
(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) | 3 Months Ended | ||||||||||||||||||||||||
3-May-14 | |||||||||||||||||||||||||
Interest Rate Risk Associated with Future Interest Payments on Variable-Rate Debt | ' | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Asset Derivatives | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 | $ | — | Other Assets | $ | 1 | Other Assets | $ | 9 | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||||||||
Liability Derivatives | |||||||||||||||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||||||||||||||
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 | $ | — | ||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
(Gain) or Loss on Derivative Instruments | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Location of Loss (Gain) | Amount of Loss (Gain) | |||||||||||||||||||||||
Instruments Under Topic No. 815 | Recognized in | Recognized in Comprehensive Income (Loss) related to | |||||||||||||||||||||||
Comprehensive Income | Derivatives | ||||||||||||||||||||||||
(Loss) related | Three Months Ended | ||||||||||||||||||||||||
to Derivatives | May 3, 2014 | May 4, 2013 | |||||||||||||||||||||||
Interest Rate Cap Agreements | Interest Expense | $ | 1 | $ | 60 |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||||||
3-May-14 | |||||||||||||
Net Deferred Taxes | ' | ||||||||||||
Net deferred taxes are as follows: | |||||||||||||
(in thousands) | |||||||||||||
May 3, 2014 | February 1, 2014 | May 4, 2013 | |||||||||||
Current Deferred Tax Asset | $ | 14,850 | $ | 13,475 | $ | 9,337 | |||||||
Non-Current Deferred Tax Liability | 235,986 | 242,708 | 251,167 | ||||||||||
Net Deferred Tax Liability | $ | 221,136 | $ | 229,233 | $ | 241,830 | |||||||
Net_Income_Loss_Per_Share_Tabl
Net Income (Loss) Per Share (Tables) | 3 Months Ended | ||||||||
3-May-14 | |||||||||
Computation of Basic and Diluted per Common Share | ' | ||||||||
The computation of basic and diluted earnings per common share is as follows: | |||||||||
(in thousands, except per share data) | |||||||||
Three Months Ended | |||||||||
May 3, 2014 | May 4, 2013 | ||||||||
Net Income (Loss) | $ | 11,774 | $ | (5,563 | ) | ||||
Class L Preference Amount | $ | — | $ | (40,972 | ) | ||||
Net Income (Loss) Attributable to Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Allocation of Net Income (Loss) to Common Stockholders – Basic: | |||||||||
Class L Stockholders | $ | — | $ | 40,972 | |||||
Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Net Income (Loss) Per Shares – Basic: | |||||||||
Class L Stockholders | $ | — | $ | 7.91 | |||||
Common Stockholders | $ | 0.16 | $ | (0.09 | ) | ||||
Allocation of Net Income (Loss) to Common Stockholders – Diluted: | |||||||||
Net Loss Attributable to Common Stockholders | $ | 11,774 | $ | (46,535 | ) | ||||
Class L Preface Amount of Common Stock Equivalents | — | (455 | ) | ||||||
Allocation of Net Loss to Common Stockholders | $ | 11,774 | $ | (46,990 | ) | ||||
Net Income (Loss) Per Shares – Diluted: | |||||||||
Class L Stockholders | $ | — | $ | 7.91 | |||||
Common Stockholders | $ | 0.16 | $ | (0.09 | ) | ||||
Weighted Average Number of Shares – Basic: | |||||||||
Class L Stockholders | — | 5,179 | |||||||
Common Stockholders | 73,646 | 512,672 | |||||||
Weighted Average Number of Shares –Diluted: | |||||||||
Class L Stockholders | — | 5,179 | |||||||
Common Stockholders | 75,469 | 512,672 | |||||||
Changes in Class L Common Stock | ' | ||||||||
The changes in Class L Common Stock were as follows: | |||||||||
(in thousands, except share data) | |||||||||
Three Months Ended | |||||||||
May 4, 2013 | |||||||||
Shares | Amount | ||||||||
Class L Common Stock, beginning of year | 5,183,506 | $ | 1,029,189 | ||||||
Issuance/Forfeiture of Restricted Shares and Compensation | — | 20 | |||||||
Dividend | — | (33,600 | ) | ||||||
Accretion of Class L preferred return | — | 39,120 | |||||||
5,183,506 | $ | 1,034,729 | |||||||
Stock_Option_and_Award_Plans_a1
Stock Option and Award Plans and Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
3-May-14 | |||||||||||||||||
Non-Cash Stock Compensation Expense | ' | ||||||||||||||||
The table below summarizes the types of stock compensation: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
Type of Non-Cash Stock Compensation | May 3, 2014 | May 4, 2013 | |||||||||||||||
Stock Option Modification (a) | $ | 585 | $ | — | |||||||||||||
Stock Option Grants (b) | 713 | 490 | |||||||||||||||
Restricted Stock Issuances(b) | 69 | 20 | |||||||||||||||
Total (c) | $ | 1,367 | $ | 510 | |||||||||||||
(a) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during Fiscal 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||
(b) | Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | ||||||||||||||||
(c) | The tax benefit related to the Company’s non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively. | ||||||||||||||||
Stock Option Transactions | ' | ||||||||||||||||
Stock option transactions during the three month period ended May 3, 2014 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options Outstanding February 1, 2014 | 4,619,323 | $ | 3.25 | ||||||||||||||
Options Issued | 65,233 | 27.65 | |||||||||||||||
Options Exercised(a) | (419,980 | ) | 1.77 | ||||||||||||||
Options Forfeited | (7,337 | ) | 0.79 | ||||||||||||||
Options Outstanding May 3, 2014 | 4,257,239 | $ | 3.78 | ||||||||||||||
(a) | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. | ||||||||||||||||
Non-Vested Stock Option Share Transactions | ' | ||||||||||||||||
Non-vested stock option share transactions during the three month period ended May 3, 2014 are summarized below: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Grant | |||||||||||||||||
Date Fair | |||||||||||||||||
Value | |||||||||||||||||
Per Share | |||||||||||||||||
Non-Vested Options Outstanding, February 1, 2014 | 3,527,800 | $ | 4.13 | ||||||||||||||
Non-Vested Options Granted | 65,233 | 12.34 | |||||||||||||||
Non-Vested Options Vested | (214,917 | ) | 2.6 | ||||||||||||||
Non-Vested Options Forfeited | (7,337 | ) | 2.78 | ||||||||||||||
Non-Vested Options Outstanding, May 3, 2014 | 3,370,779 | $ | 4.56 | ||||||||||||||
Information about Options to Purchase Shares | ' | ||||||||||||||||
The following table summarizes information about the options outstanding and exercisable under the 2006 Plan as of May 3, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Exercise Prices | Number | Weighted | Number | Weighted | |||||||||||||
Outstanding at | Average | Exercisable at | Average | ||||||||||||||
May 3, 2014 | Remaining | May 3, 2014 | Remaining | ||||||||||||||
Contractual | Contractual | ||||||||||||||||
Life (Years) | Life (Years) | ||||||||||||||||
$0.79 - $0.94 | 1,477,506 | 6.6 | 533,857 | 5.2 | |||||||||||||
$3.17 | 443,221 | 6.3 | 198,382 | 4.9 | |||||||||||||
$4.55 - $5.91 | 2,218,518 | 8.8 | 154,221 | 6.4 | |||||||||||||
$26.96 | 52,761 | 9.7 | — | — | |||||||||||||
$27.40 - $29.86 | 65,233 | 10 | — | — | |||||||||||||
4,257,239 | 886,460 | ||||||||||||||||
Stock Options Vested and Expected to Vest | ' | ||||||||||||||||
The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 3, 2014: | |||||||||||||||||
Options | Weighted | Weighted | Aggregate Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and Expected to Vest | 4,093,764 | 7.8 | $ | 3.77 | $ | 100.0 million | |||||||||||
Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted | ' | ||||||||||||||||
The fair value of each stock option granted during the three month period ended May 3, 2014 was estimated on the date of grant using the Black Scholes option pricing model using the following assumptions: | |||||||||||||||||
Three Months | |||||||||||||||||
Ended | |||||||||||||||||
May 3, 2014 | |||||||||||||||||
Risk-Free Interest Rate | 2.11 | % | |||||||||||||||
Expected Volatility | 44 | % | |||||||||||||||
Expected Life (years) | 6.25 | ||||||||||||||||
Contractual Life (years) | 10 | ||||||||||||||||
Expected Dividend Yield | 0 | % | |||||||||||||||
Weighted Average Grant Date Fair Value of Options Issued | $ | 12.49 | |||||||||||||||
Award Grant and Vesting Transactions | ' | ||||||||||||||||
Award grant and vesting transactions during the three month period ended May 3, 2014 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Awards | |||||||||||||||||
Non-Vested Awards Outstanding, February 1, 2014 | 81,396 | $ | 12.58 | ||||||||||||||
Awards Granted | 74,134 | 27.5 | |||||||||||||||
Awards Vested | — | — | |||||||||||||||
Non-Vested Awards Outstanding, May 3, 2014 | 155,530 | $ | 19.69 | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 0 Months Ended | |
3-May-14 | Oct. 07, 2013 | 3-May-14 | 6-May-14 | ||
Store | Initial public offering | Initial public offering | Subsequent Event | ||
Secondary Offering | |||||
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | |
Number of stores | 523 | ' | ' | ' | |
Description Of Stock Split | ' | ' | 'The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock. | ' | |
Class L common stock split into one share of Class A Common stock | ' | 11 | ' | ' | |
Shares issued | ' | ' | ' | 12,000,000 | |
Options exercised | 419,980 | [1] | ' | ' | 1,800,000 |
Proceeds from the sale of shares | ' | ' | ' | $0 | |
[1] | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. |
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 | 3 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | 3-May-14 | 4-May-13 | 3-May-14 | 4-May-13 | Jan. 31, 2013 | 3-May-14 | 4-May-13 | 3-May-14 | 4-May-13 | 3-May-14 | 4-May-13 | Jan. 31, 2013 | |
Common Stock | Common Stock | Common Stock | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated deficit | Accumulated deficit | Treasury Stock | Treasury Stock | Treasury Stock | ||||
Beginning Balance | ($150,468) | ($1,109,458) | $7 | $47 | $47 | $1,346,259 | ' | ($1,492,409) | ($1,109,501) | ($4,325) | ($4) | ($4) | |
Beginning Balance (in shares) | ' | ' | 74,218,275 | 517,979,682 | 517,979,682 | ' | ' | ' | ' | -531,751 | -4,812,588 | -4,812,588 | |
Net Income (Loss) | 11,774 | -5,563 | ' | ' | ' | ' | ' | 11,774 | -5,563 | ' | ' | ' | |
Accretion of Class L Preferred Return | ' | -39,120 | ' | ' | ' | ' | -554 | ' | -38,566 | ' | ' | ' | |
Stock Options Exercised and Related Tax Benefits | 4,146 | 64 | ' | ' | ' | 4,146 | 64 | ' | ' | ' | ' | ' | |
Stock Options Exercised and Related Tax Benefits (in shares) | 419,980 | [1] | ' | 419,980 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares Used for Tax Withholding | -3,086 | ' | ' | ' | ' | ' | ' | ' | ' | -3,086 | ' | ' | |
Shares Used for Tax Withholding (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | -119,859 | ' | ' | |
Issuance of Restricted Shares and Stock Option Compensation | 1,367 | 490 | ' | ' | ' | 1,367 | 490 | ' | ' | ' | ' | ' | |
Issuance of Restricted Shares and Stock Option Compensation (in shares) | ' | ' | 74,134 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Dividend | ' | -302,400 | ' | ' | ' | ' | ' | ' | -302,400 | ' | ' | ' | |
Ending Balance | ($136,267) | ($1,455,987) | $7 | $47 | $47 | $1,351,772 | ' | ($1,480,635) | ($1,456,030) | ($7,411) | ($4) | ($4) | |
Ending Balance (in shares) | ' | ' | 74,712,389 | 517,979,682 | 517,979,682 | ' | ' | ' | ' | -651,610 | -4,812,588 | -4,812,588 | |
[1] | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. |
Activity_in_Common_Stock_Capit1
Activity in Common Stock, Capital in Excess of Par Value, Accumulated Deficit and Total Stockholders Deficit Equity (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 3-May-14 |
Stock Options Related Tax Benefits | $3.40 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Capital Lease Obligations | $22,959 | $23,199 | $24,517 |
Long Term Debt | 1,367,484 | 1,428,185 | 1,681,395 |
Less: current maturities | -1,070 | -59,026 | -9,737 |
Long-term debt, net of current maturities | 1,366,414 | 1,369,159 | 1,671,658 |
Senior Secured Term Loans | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long Term Debt | 825,369 | 828,839 | 863,572 |
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 | $69,156 | $126,147 | $343,306 |
LongTerm_Debt_Parenthetical_De
Long-Term Debt (Parenthetical) (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 3-May-14 | Feb. 01, 2014 | 4-May-13 | Feb. 24, 2011 |
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 | 1.00% | 1.00% | 1.00% | ' |
Senior Secured Term Loans | London Interbank Offered Rate (LIBOR) | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-Term Debt, interest rate | 3.30% | 3.30% | 3.30% | ' |
2019 Senior Notes | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Long-Term Debt, face amount | 450,000 | 450,000 | 450,000 | 450,000 |
Long-Term Debt, interest rate | 10.00% | 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 | ' | ' | ' |
Long-Term Debt, first payment date | 15-Aug-14 | 15-Aug-14 | 15-Aug-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 | ' | ' | ' |
Long-Term Debt, first payment date | 15-Aug-14 | 15-Aug-14 | 15-Aug-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% | ' |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||||||
Jan. 31, 2014 | Feb. 15, 2013 | Jan. 31, 2013 | Jul. 28, 2012 | 31-May-12 | 3-May-14 | 4-May-13 | Feb. 01, 2014 | Feb. 15, 2013 | 3-May-14 | Apr. 04, 2014 | Nov. 07, 2013 | Feb. 20, 2013 | 3-May-14 | 17-May-13 | 17-May-13 | Feb. 15, 2013 | Feb. 20, 2013 | Feb. 20, 2013 | 3-May-14 | 31-May-12 | Feb. 24, 2011 | 3-May-14 | 3-May-14 | 3-May-14 | 3-May-14 | 31-May-12 | 3-May-14 | 4-May-13 | 3-May-14 | 3-May-14 | 3-May-14 | Feb. 24, 2011 | 3-May-14 | Feb. 01, 2014 | 4-May-13 | 3-May-14 | 4-May-13 | Sep. 02, 2011 | Sep. 02, 2011 | Sep. 02, 2011 | Sep. 02, 2011 | Sep. 02, 2011 | Sep. 02, 2011 | |
Other Assets | Holdco notes | Holdco notes | Holdco notes | Holdco notes | Third Amendment | Third Amendment | Third Amendment | Consulting Services | Interest Payment In Cash | Payment in Kind (PIK) Note | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term Loan Facility | Term B-1 Loans | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | Senior Secured Term Loan Facilities | 2019 Senior Notes | 2019 Senior Notes | 2019 Senior Notes | 2019 Senior Notes | 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 | ABL Senior Secured Revolving Facility | ABL Senior Secured Revolving Facility | ABL Senior Secured Revolving Facility | |||||||||
Scenario 1 | Holdco notes | Holdco notes | Maximum | Maximum | Maximum | Maximum | Adjusted London Interbank Offered Rate | Federal Funds Rate | One Month Adjusted London Interbank Offered Rate | Amendment of Credit Facility | Amendment of Credit Facility | Amendment of Credit Facility | Amendment of Credit Facility | Amendment of Credit Facility | ||||||||||||||||||||||||||||||
Through November 1, 2014 | Through October 31, 2015 | Through January 30, 2016 | Maximum | Maximum | Minimum | Minimum | ||||||||||||||||||||||||||||||||||||||
London Interbank Offered Rate (LIBOR) | Prime Rate | London Interbank Offered Rate (LIBOR) | Prime Rate | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, maximum amount outstanding during period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000,000 | $125,000,000 | $600,000,000 | $900,000,000 | ' | ' | ' | ' |
Line of credit facility, basis points | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 871,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 950,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' | ' | ' |
Repayments on long term debt | ' | ' | ' | ' | ' | 3,955,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 119,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, periodic payments | ' | ' | ' | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, payment | 30,000,000 | ' | 70,000,000 | ' | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, restricted payment basket amount | ' | 25,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, additional fee | ' | 8,900,000 | ' | ' | ' | 4,000,000 | ' | ' | 1,600,000 | ' | ' | ' | ' | ' | ' | ' | 8,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan amendment, restricted payment basket | ' | ' | ' | ' | ' | 'The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries (Holdings) to use the bavailable amountb to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWCbs consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, decrease in interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, maximum consolidated secured leverage ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 225.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
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 Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWCbs consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loan facility, quarterly payments | ' | ' | ' | ' | ' | 2,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off in deferred financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated leverage ratio, total debt to Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400.00% | 550.00% | 500.00% | 475.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 380.00% | ' | 200.00% | 210.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 0.50% | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | 2.25% | 1.25% | 1.75% | 0.75% |
Borrowing, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.30% | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate principal amount of senior notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 58,000,000 | 221,800,000 | 350,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 450,000,000 | 450,000,000 | 450,000,000 | 450,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 9.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | 10.00% | 10.00% | 10.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Long-Term Debt, redemption price percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior notes, issue price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of Dividends | ' | ' | ' | ' | ' | ' | 336,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of long-term debt | ' | ' | ' | ' | ' | -3,681,000 | ' | ' | ' | -3,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redemption premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off unamortized original issue discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Feb-19 | 15-Feb-19 | 15-Feb-19 | ' | ' | ' | 2-Sep-16 | ' | ' | ' | ' |
Line of Credit Facility, commitment fees | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.38% | ' | ' | ' | ' |
Line of Credit Facility, amount available | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 508,200,000 | 484,800,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Average borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,900,000 | 24,500,000 | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Average interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.90% | 2.00% | ' | ' | ' | ' | ' | ' |
Deferred financing costs | ' | ' | ' | ' | ' | 26,300,000 | 36,400,000 | 30,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of deferred financing costs | ' | ' | ' | ' | ' | $2,229,000 | $2,043,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restructuring_and_Separation_A
Restructuring and Separation - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Severance charge | $0 | $1.60 |
Charges_and_Payments_Related_t
Charges and Payments Related to Restructuring and Separation Costs (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Severance-Restructuring, Beginning Balance | ' | $597 |
Severance-Restructuring, Charges | ' | 1,625 |
Severance-Restructuring, Cash Payments | ' | -547 |
Severance-restructuring - Other | ' | ' |
Severance-Restructuring, Ending Balance | ' | 1,675 |
Severance Restructuring | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Severance-Restructuring, Charges | ' | 758 |
Severance-Restructuring, Cash Payments | ' | -127 |
Severance-restructuring - Other | ' | ' |
Severance-Restructuring, Ending Balance | ' | 631 |
Severance Separation Cost | ' | ' |
Restructuring Cost and Reserve [Line Items] | ' | ' |
Severance-Restructuring, Beginning Balance | 233 | 597 |
Severance-Restructuring, Charges | ' | 867 |
Severance-Restructuring, Cash Payments | -172 | -420 |
Severance-restructuring - Other | ' | ' |
Severance-Restructuring, Ending Balance | $61 | $1,044 |
Fair_Values_of_Financial_Asset
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 | ||
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) | $32,326 | $32,324 | $34,985 | ||
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 | ' | 1 | [1] | 9 | [1] |
Fair Value, Inputs, Level 3 | ' | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ||
Note Receivable | ' | ' | $385 | [2] | |
[1] | Included in "Other Assets" within the Company's Condensed Consolidated Balance Sheets (refer to Note 6 of the Company's Condensed Consolidated Financial Statements, "Derivative Instruments and Hedging Activities," for further discussion regarding the Company's interest rate cap agreements). | ||||
[2] | As of May 4, 2013, this note receivable was included in "Prepaid and Other Current Assets" on the Company's Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013. |
Fair_Values_of_Financial_Liabi
Fair Values of Financial Liabilities (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 | |||
In Thousands, unless otherwise specified | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | $1,344,525 | [1] | $1,404,986 | [1] | $1,656,878 | [1] |
Long-Term Debt, Fair Value | 1,398,788 | [1] | 1,466,061 | [1] | 1,738,127 | [1] |
Senior Secured Term Loans | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 825,369 | [1] | 828,839 | [1] | 863,572 | [1] |
Long-Term Debt, Fair Value | 830,871 | [1] | 836,091 | [1] | 876,526 | [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 | 497,250 | [1] | 501,458 | [1] | 504,563 | [1] |
2018 Senior Notes | ' | ' | ' | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | ' | ' | |||
Long-Term Debt, Carrying Amount | 69,156 | [1] | 126,147 | [1] | 343,306 | [1] |
Long-Term Debt, Fair Value | $70,667 | [1] | $128,512 | [1] | $357,038 | [1] |
[1] | Capital lease obligations are excluded from the table above. |
Fair_Values_of_Financial_Liabi1
Fair Values of Financial Liabilities (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 3-May-14 | |
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-Aug-18 | [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] |
London Interbank Offered Rate Floor | Senior Secured Term Loans | ' | |
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ' | |
Long-Term Debt, interest rate | 1.00% | [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 | 3.30% | [1] |
[1] | Capital lease obligations are excluded from the table above. |
Recovered_Sheet1
Derivative Instruments And Hedging Activities - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
Derivative | Derivative | Derivative | |
Derivative [Line Items] | ' | ' | ' |
Interest rate cap agreements, cap rate | 7.00% | ' | ' |
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, termination date | 31-May-15 | ' | ' |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Detail) (Interest Rate Cap, USD $) | 3 Months Ended | ||||||
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 | Feb. 01, 2014 | 4-May-13 | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
Interest Expenses | Interest Expenses | 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 | ' | ' | $1 | $9 | ' | ' | ' |
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 | $1 | $60 | ' | ' | ' | ' | ' |
Net_Deferred_Taxes_Detail
Net Deferred Taxes (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Thousands, unless otherwise specified | |||
Schedule of Deferred Income Tax Assets and Liabilities [Line Items] | ' | ' | ' |
Current Deferred Tax Asset | $14,850 | $13,475 | $9,337 |
Non-Current Deferred Tax Liability | 235,986 | 242,708 | 251,167 |
Net Deferred Tax Liability | $221,136 | $229,233 | $241,830 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 | Feb. 01, 2014 |
Income Tax Disclosure [Line Items] | ' | ' | ' |
Effective tax rate | 41.00% | 37.80% | ' |
Full valuation allowance | $3.60 | $3.30 | $3.40 |
State and Local Jurisdiction | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' |
Valuation allowances | 5.7 | 5.8 | 5.7 |
Deferred tax asset for net operating loss | 7.8 | ' | ' |
Deferred tax assets subject to expire | $5.70 | ' | ' |
State and Local Jurisdiction | Minimum | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' |
Net operating losses subject to expiration year | '2013 | ' | ' |
State and Local Jurisdiction | Maximum | ' | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' | ' |
Net operating losses subject to expiration year | '2025 | ' | ' |
Capital_Stock_Additional_Infor
Capital Stock - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | |||||||||
In Thousands, except Share data, unless otherwise specified | 3-May-14 | 4-May-13 | Feb. 01, 2014 | 3-May-13 | 3-May-14 | 3-May-14 | 3-May-14 | 4-May-13 | Jan. 31, 2013 | 3-May-14 | 4-May-13 | |
Shareholder | Common Stock | Treasury Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class L Common Stock | Class A common stock | |||||
Shareholder | Priority Returns | |||||||||||
Statement Equity Components [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Common Stock, Authorized | 500,000,000 | 568,416,244 | 500,000,000 | 568,416,244 | ' | ' | ' | ' | ' | ' | ' | |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | |
Undesignated preferred stock, Authorized | 50,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of common stockholders in record | ' | 54 | ' | ' | 182 | ' | ' | ' | ' | ' | ' | |
Prior to the Reclassification, Common Stock, Shares Outstanding | 74,060,779 | 513,167,094 | 73,686,524 | ' | ' | ' | ' | ' | ' | ' | 513,167,094 | |
Prior to the reclassification, temporary equity, shares outstanding | ' | ' | ' | ' | ' | ' | ' | 5,183,506 | 5,183,506 | ' | ' | |
Common Stock, Issued | 74,712,389 | 517,979,682 | 74,218,275 | 574,185,600 | ' | ' | ' | ' | ' | ' | ' | |
Common Stock, Class L, Authorized | ' | ' | ' | 5,769,356 | ' | ' | ' | ' | ' | ' | ' | |
Common Stock, Class L, Par Value | ' | ' | ' | $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 | ' | ' | ' | ' | ' | ' | ' | ' | $81 | ' | |
Dividend rate | 14.50% | ' | ' | ' | ' | ' | ' | ' | ' | 14.50% | ' | |
Shares Used for Tax Withholding (in shares) | ' | ' | ' | ' | ' | 119,859 | ' | ' | ' | ' | ' | |
Stock options exercise price | $1.77 | [1] | ' | ' | ' | ' | $25.75 | ' | ' | ' | ' | ' |
Shares Used for Tax Withholding | $3,086 | ' | ' | ' | ' | $3,086 | ' | ' | ' | ' | ' | |
Payment of Dividends | ' | $336,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. |
Net_Income_Loss_Per_Share_Addi
Net Income (Loss) Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | ||||||
In Millions, except Share data, unless otherwise specified | 3-May-14 | 3-May-14 | 4-May-13 | 4-May-13 | 3-May-14 | 4-May-13 | 4-May-13 |
Class L Common Stock | Class L Common Stock | Class A common stock | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | Restricted Stock Units (RSUs) | ||
Class L Common Stock | Class A common stock | ||||||
Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Dividend rate | 14.50% | ' | ' | ' | ' | ' | ' |
Dividend Entitled | $81 | ' | ' | ' | ' | ' | ' |
Unvested options outstanding | 4,257,239 | ' | 216,726 | 21,455,874 | ' | ' | ' |
Non-vested restricted stock units | ' | ' | ' | ' | 155,530 | 5,000 | 495,000 |
Fair value of temporary equity units | ' | $466.50 | ' | ' | ' | ' | ' |
Computation_of_Basic_and_Dilut
Computation of Basic and Diluted per Common Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 3-May-14 | 4-May-13 |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ' | ' |
Net Income (Loss) | $11,774 | ($5,563) |
Class L Preference Amount | ' | -40,972 |
Net Income (Loss) Attributable to Common Stockholders | 11,774 | -46,535 |
Allocation of Net Income (Loss) to Common Stockholders-Basic | 11,774 | -46,535 |
Net Income (Loss) Per Share-Basic | $0.16 | ($0.09) |
Net Loss Attributable to Common Stockholders | 11,774 | -46,535 |
Class L Preface Amount of Common Stock Equivalents | ' | -455 |
Allocation of Net Income (Loss) to Common Stockholders-Diluted | 11,774 | -46,990 |
Net Income (Loss) Per Share-Diluted | $0.16 | ($0.09) |
Weighted Average Number of Shares-Basic | 73,646 | 512,672 |
Weighted Average Number of Shares-Diluted | 75,469 | 512,672 |
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 | ' | 40,972 |
Net Income (Loss) Per Share-Basic | ' | $7.91 |
Allocation of Net Income (Loss) to Common Stockholders-Diluted | ' | $40,972 |
Net Income (Loss) Per Share-Diluted | ' | $7.91 |
Weighted Average Number of Shares-Basic | ' | 5,179 |
Weighted Average Number of Shares-Diluted | ' | 5,179 |
Changes_in_Class_L_Common_Stoc
Changes in Class L Common Stock (Detail) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | 4-May-13 |
Temporary Equity [Line Items] | ' |
Accretion of Class L Preferred Return | $39,120 |
Ending Balance | 1,034,729 |
Class L Common Stock | ' |
Temporary Equity [Line Items] | ' |
Beginning Balance | 1,029,189 |
Beginning Balance (in shares) | 5,183,506 |
Issuance/Forfeiture of Restricted Shares and Compensation | 20 |
Dividend | -33,600 |
Accretion of Class L Preferred Return | 39,120 |
Ending Balance | $1,034,729 |
Ending Balance (in shares) | 5,183,506 |
Stock_Option_and_Award_Plans_a2
Stock Option and Award Plans and Stock Based Compensation - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | ||||||||||||||||||||||||||||
3-May-14 | 4-May-13 | Feb. 01, 2014 | 3-May-14 | 3-May-14 | 3-May-14 | 3-May-14 | 3-May-14 | 3-May-14 | 4-May-13 | 4-May-13 | 4-May-13 | 3-May-14 | 3-May-14 | 3-May-14 | Feb. 01, 2014 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 31-May-13 | 3-May-14 | 1-May-13 | 1-May-13 | |||||
2006 Plan | 2013 Plan | Scenario, Forecast | Stock Options, Vesting | Cash | Restricted Stock Issuances | Restricted Stock Issuances | Restricted Stock Issuances | Restricted Stock Issuances | Stock Option Compensation | Stock Option Compensation | One Time Grant | One Time Grant | Exercise Price 1 | Exercise Price 1 | Exercise Price 1 | Exercise Price 2 | Exercise Price 2 | Exercise Price 3 | Exercise Price 3 | Exercise Price 3 | Exercise Price 4 | Exercise Price 4 | Exercise Price 4 | Exercise Price 5 | Exercise Price 5 | Exercise Price 5 | Exercise prices $27. 40- $29.86 | Class A common stock | Class L Common Stock | ||||||||
Scenario, Forecast | Minimum | Maximum | 2013 Plan | 2006 Plan | 2006 Plan | Minimum | Maximum | Scenario, Previously Reported | Scenario, Previously Reported | Minimum | Maximum | Scenario, Previously Reported | Minimum | Maximum | Scenario, Previously Reported | Minimum | Maximum | Scenario, Previously Reported | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Number of stock in each unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 99 | 1 | ||||
Common stock, Authorized for issuance | ' | ' | ' | 10,125,258 | 6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options granted, exercise price upper range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $27.40 | ' | ' | ||||
Options granted, exercise price lower range | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $29.86 | ' | ' | ||||
Option granted | 65,233 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,595,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options granted, percentage vested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Service-based awards granted subsequent to offering vesting percentage on each of the first four anniversaries of the grant date | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Payment of Dividends | ' | $336,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options granted, exercise prices | $27.65 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.79 | $1.65 | $2.78 | $0.79 | $4.55 | $0.79 | $0.94 | $5.91 | $3.17 | $5.02 | $10.91 | $3.17 | $5.07 | $10.96 | ' | ' | ' | ||||
Incremental compensation expense from modification | 800,000 | ' | ' | ' | ' | 5,100,000 | ' | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Stock option modification payable | ' | ' | ' | ' | ' | ' | 900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Options vesting period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unexercised vested options, exercisable period | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Non-cash stock compensation expense | 1,367,000 | [1] | 510,000 | [1] | ' | ' | ' | ' | ' | ' | 69,000 | [2] | 20,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options outstanding | 4,257,239 | ' | 4,619,323 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,257,239 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65,233 | ' | ' | ||||
Unearned non-cash stock-based compensation | ' | ' | ' | ' | ' | ' | ' | ' | 2,800,000 | ' | ' | ' | 13,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Expected incremental compensation associated with the modification | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding options to purchase units had vested percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.80% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unearned non-cash stock-based compensation expected to recognize as expense over period | ' | ' | ' | ' | ' | ' | ' | ' | '3 years 8 months 12 days | ' | ' | ' | '4 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Service-based awards, service period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The service-based awards are expensed on a straight-line basis over the requisite service period. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Share based compensation option aggregate intrinsic value options outstanding | $104,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Restricted stock, granted | ' | ' | ' | ' | ' | ' | ' | ' | 74,134 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Service-based awards, service period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Restricted stock award outstanding, vested | ' | ' | ' | ' | ' | ' | ' | ' | 1,048,223 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
[1] | The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively. | ||||||||||||||||||||||||||||||||||||
[2] | Included in the line item "Selling and Administrative Expenses" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
NonCash_Stock_Compensation_Exp
Non-Cash Stock Compensation Expense (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 3-May-14 | 4-May-13 | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Non-Cash Stock Compensation | $1,367 | [1] | $510 | [1] |
Stock Option Modification | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Non-Cash Stock Compensation | 585 | [2] | ' | |
Stock Options Granted | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Non-Cash Stock Compensation | 713 | [3] | 490 | [3] |
Restricted Stock Issuances | ' | ' | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ||
Non-Cash Stock Compensation | $69 | [3] | $20 | [3] |
[1] | The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively. | |||
[2] | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during Fiscal 2013 which is included in the line item "Stock Option Modification Expense" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). | |||
[3] | Included in the line item "Selling and Administrative Expenses" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). |
NonCash_Stock_Compensation_Exp1
Non-Cash Stock Compensation Expense (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 3-May-14 | 4-May-13 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Non-Cash Stock Compensation tax benefit | $0.50 | $0.20 |
Stock_Option_Transactions_Deta
Stock Option Transactions (Detail) (USD $) | 3 Months Ended | ||
3-May-14 | 4-May-13 | ||
Number of Units | ' | ' | |
Options Outstanding at Beginning of Period | 4,619,323 | ' | |
Options Issued | 65,233 | 0 | |
Options Exercised | -419,980 | [1] | ' |
Options Forfeited | -7,337 | ' | |
Options Outstanding at End of Period | 4,257,239 | ' | |
Weighted Average Exercise Price Per Unit | ' | ' | |
Options Outstanding at Beginning of Period | $3.25 | ' | |
Options Issued | $27.65 | ' | |
Options Exercised | $1.77 | [1] | ' |
Options Forfeited | $0.79 | ' | |
Options Outstanding at End of Period | $3.78 | ' | |
[1] | Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million. |
Stock_Option_Transactions_Pare
Stock Option Transactions (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 3-May-14 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Share based compensation option exercised total intrinsic value | $10.50 |
NonVested_Stock_Option_Share_T
Non-Vested Stock Option Share Transactions (Detail) (USD $) | 3 Months Ended |
3-May-14 | |
Number of Units | ' |
Options Outstanding at Beginning of Period | 4,619,323 |
Non-Vested Options Forfeited | -7,337 |
Options Outstanding at End of Period | 4,257,239 |
Weighted Average Grant Date Fair Value Per Unit | ' |
Options Outstanding at Beginning of Period | $3.25 |
Non-Vested Options Granted | $27.65 |
Non-Vested Options Forfeited | $0.79 |
Options Outstanding at End of Period | $3.78 |
Non Vested Options | ' |
Number of Units | ' |
Options Outstanding at Beginning of Period | 3,527,800 |
Non-Vested Options Granted | 65,233 |
Non-Vested Options Vested | -214,917 |
Non-Vested Options Forfeited | -7,337 |
Options Outstanding at End of Period | 3,370,779 |
Weighted Average Grant Date Fair Value Per Unit | ' |
Options Outstanding at Beginning of Period | $4.13 |
Non-Vested Options Granted | $12.34 |
Non-Vested Options Vested | $2.60 |
Non-Vested Options Forfeited | $2.78 |
Options Outstanding at End of Period | $4.56 |
Information_about_Options_to_P
Information about Options to Purchase Shares (Detail) (USD $) | 3 Months Ended | |
3-May-14 | Feb. 01, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price, average | $27.65 | ' |
Options Outstanding, Number Outstanding | 4,257,239 | 4,619,323 |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | ' | ' |
Options Exercisable Number Exercisable | 886,460 | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | ' | ' |
Exercise prices $0.79 - $0.94 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price lower range | $0.79 | ' |
Options, Exercise price upper range | $0.94 | ' |
Options Outstanding, Number Outstanding | 1,477,506 | ' |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | '6 years 7 months 6 days | ' |
Options Exercisable Number Exercisable | 533,857 | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | '5 years 2 months 12 days | ' |
Exercise price $3.17 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price, average | $3.17 | ' |
Options Outstanding, Number Outstanding | 443,221 | ' |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | '6 years 3 months 18 days | ' |
Options Exercisable Number Exercisable | 198,382 | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | '4 years 10 months 24 days | ' |
Exercise prices $4.55 - $5.91 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price lower range | $4.55 | ' |
Options, Exercise price upper range | $5.91 | ' |
Options Outstanding, Number Outstanding | 2,218,518 | ' |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | '8 years 9 months 18 days | ' |
Options Exercisable Number Exercisable | 154,221 | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | '6 years 4 months 24 days | ' |
Exercise price $26.96 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price, average | $26.96 | ' |
Options Outstanding, Number Outstanding | 52,761 | ' |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | '9 years 8 months 12 days | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | ' | ' |
Exercise prices $27. 40- $29.86 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Options, Exercise price lower range | $27.40 | ' |
Options, Exercise price upper range | $29.86 | ' |
Options Outstanding, Number Outstanding | 65,233 | ' |
Options Outstanding Weighted Average Remaining Contractual Life (Years) | '10 years | ' |
Options Exercisable Weighted Average Remaining Contractual Life (Years) | ' | ' |
Stock_Options_Vested_and_Expec
Stock Options Vested and Expected to Vest (Detail) (USD $) | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | 3-May-14 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, vested and expected to vest | 4,093,764 |
Weighted Average Remaining Contractual Life (Years) | '7 years 9 months 18 days |
Weighted Average Exercise Price | $3.77 |
Aggregate Intrinsic Value | $100 |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) (USD $) | 3 Months Ended |
3-May-14 | |
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items] | ' |
Risk-Free Interest Rate | 2.11% |
Expected Volatility | 44.00% |
Expected Life (years) | '6 years 3 months |
Contractual Life (years) | '10 years |
Expected Dividend Yield | 0.00% |
Weighted Average Grant Date Fair Value of Options Issued | $12.49 |
Award_Grant_Vested_and_Forfeit
Award Grant, Vested and Forfeiture Transactions (Detail) (Non Vested Restricted Stock, USD $) | 3 Months Ended |
3-May-14 | |
Non Vested Restricted Stock | ' |
Number of Awards | ' |
Non-Vested Awards Outstanding at Beginning of Period | 81,396 |
Awards Granted | 74,134 |
Awards Vested | ' |
Non-Vested Awards Outstanding at End of Period | 155,530 |
Weighted Average Grant Date Fair Value Per Awards | ' |
Non-Vested Awards Outstanding at Beginning of Period | $12.58 |
Awards Granted | $27.50 |
Awards Vested | ' |
Non-Vested Awards Outstanding at End of Period | $19.69 |
Other_Liabilities_Additional_I
Other Liabilities - Additional Information (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Millions, unless otherwise specified | |||
Other Liabilities Current [Line Items] | ' | ' | ' |
Customer liabilities | $29.40 | $29.20 | $30.30 |
Self-insurance reserve | 57.2 | 57.2 | 53 |
Deferred lease incentives | 158.2 | 157.5 | 138.6 |
Insurance-related Assessments | ' | ' | ' |
Other Liabilities Current [Line Items] | ' | ' | ' |
Self-insurance reserve expected to be paid | 23.5 | 23.6 | 21.6 |
Remaining balances of Self-insurance reserve | $33.70 | $33.60 | $31.40 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 3-May-14 | Feb. 01, 2014 | 4-May-13 |
In Millions, unless otherwise specified | |||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Reserves relating to legal claims | $1.80 | $1.30 | $0.90 |
Minimum lease payments for operating leases January 31, 2015 | 191.4 | ' | ' |
Minimum lease payments for operating leases January 30, 2016 | 267.1 | ' | ' |
Minimum lease payments for operating leases January 28, 2017 | 254.4 | ' | ' |
Minimum lease payments for operating leases February 3, 2018 | 234.3 | ' | ' |
Minimum lease payments for operating leases February 2, 2019 | 207.3 | ' | ' |
Minimum lease payments for operating leases thereafter | 741.8 | ' | ' |
Letters of credit, outstanding amount | 40.9 | 43.9 | 44.1 |
14 stores and one warehouse that the Company has committed to open | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Minimum lease payments | 209.2 | ' | ' |
Number of stores | 17 | ' | ' |
Number of warehouses | 2 | ' | ' |
Guarantee Performance Under Insurance And Utility Agreement | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | 29.6 | 28.8 | 31.5 |
Merchandising Agreement | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | 11.3 | 15.1 | 12.6 |
Letter of Credit | ' | ' | ' |
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' |
Letters of credit, outstanding amount | $508.20 | $456.20 | $484.80 |
Related_Parties_Additional_Inf
Related Parties - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | 3-May-14 | Apr. 30, 2006 | Apr. 30, 2006 | 4-May-13 | 3-May-14 | 4-May-13 |
Quarterly Payment | Quarterly Payment | Reimbursement for out-of-pocket fees and expenses | Prepaid and Other Current Assets | |||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' |
Advisory agreement initial term | '10 years | ' | ' | ' | ' | ' |
Advisory agreement termination date | 2-Oct-13 | ' | ' | ' | ' | ' |
Advisory agreement, periodic fee payment | ' | ' | $1 | ' | ' | ' |
Advisory agreement, fee as a percentage of financing, acquisition, disposition or change of control | ' | 1.00% | ' | ' | ' | ' |
Advisory agreement term extension | '1 year | ' | ' | ' | ' | ' |
Fees paid | ' | ' | ' | 1.1 | 0.1 | ' |
Prepaid advisory fees | ' | ' | ' | ' | ' | $0.70 |