Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
2-May-15 | 29-May-15 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | FALSE | |
Document Period End Date | 2-May-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BURL | |
Entity Registrant Name | BURLINGTON STORES, INC. | |
Entity Central Index Key | 1579298 | |
Current Fiscal Year End Date | -29 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 75,675,219 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Current Assets: | |||
Cash and cash equivalents | $34,748 | $25,349 | $69,490 |
Restricted cash and cash equivalents | 27,800 | 27,800 | 32,100 |
Accounts receivable-net of allowance for doubtful accounts | 45,717 | 49,716 | 44,084 |
Merchandise inventories | 822,313 | 788,708 | 707,627 |
Deferred tax assets | 35,821 | 37,229 | 14,850 |
Prepaid and other current assets | 90,173 | 58,681 | 82,863 |
Total Current Assets | 1,056,572 | 987,483 | 951,014 |
Property and equipment-net of accumulated depreciation and amortization | 967,054 | 970,419 | 907,772 |
Tradenames | 238,000 | 238,000 | 238,000 |
Favorable leases-net of accumulated amortization | 260,291 | 266,397 | 285,933 |
Goodwill | 47,064 | 47,064 | 47,064 |
Other assets | 114,133 | 115,206 | 117,976 |
Total Assets | 2,683,114 | 2,624,569 | 2,547,759 |
Current Liabilities: | |||
Accounts payable | 631,790 | 621,682 | 575,912 |
Other current liabilities | 261,691 | 310,268 | 249,188 |
Current maturities of long term debt | 1,195 | 1,167 | 1,070 |
Total Current Liabilities | 894,676 | 933,117 | 826,170 |
Long term debt | 1,316,037 | 1,249,276 | 1,366,414 |
Other liabilities | 273,335 | 273,767 | 255,456 |
Deferred tax liabilities | 229,418 | 234,360 | 235,986 |
Commitments and contingencies (Notes 2, 9, 10, and 11) | |||
Stockholders' Deficit: | |||
Preferred stock, $0.0001 par value: authorized: 50,000,000 shares; no shares issued and outstanding at May 2, 2015, January 31, 2015 and May 3, 2014 | |||
Common stock, $0.0001 par value: authorized: 500,000,000 shares at May 2, 2015, January 31, 2015 and May 3, 2014 Issued: 76,346,273 shares at May 2, 2015, 75,925,507 shares at January 31, 2015 and 74,712,389 shares at May 3, 2014 Outstanding: 75,669,129 shares at May 2, 2015, 75,254,682 shares at January 31, 2015 and 74,060,779 shares at May 3, 2014 | 7 | 7 | 7 |
Additional paid-in-capital | 1,379,832 | 1,370,498 | 1,351,772 |
Accumulated deficit | -1,400,759 | -1,426,454 | -1,480,635 |
Accumulated other comprehensive loss | -843 | -1,744 | |
Treasury stock, at cost | -8,589 | -8,258 | -7,411 |
Total Stockholders' Deficit | -30,352 | -65,951 | -136,267 |
Total Liabilities and Stockholders' Deficit | $2,683,114 | $2,624,569 | $2,547,759 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
Preferred Stock, Par Value | $0.00 | $0.00 | $0.00 |
Preferred Stock, Authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred Stock, Issued | 0 | 0 | 0 |
Preferred Stock, Outstanding | 0 | 0 | 0 |
Common Stock, Par Value | $0.00 | $0.00 | $0.00 |
Common Stock, Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 76,346,273 | 75,925,507 | 74,712,389 |
Common Stock, Shares Outstanding | 75,669,129 | 75,254,682 | 74,060,779 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | 2-May-15 | 3-May-14 |
REVENUES: | ||
Net sales | $1,183,059 | $1,128,269 |
Other revenue | 7,860 | 7,589 |
Total Revenue | 1,190,919 | 1,135,858 |
COSTS AND EXPENSES: | ||
Cost of sales | 712,930 | 698,461 |
Selling, general and administrative expenses | 377,679 | 347,021 |
Costs related to debt amendments, secondary offerings and other | 259 | 424 |
Stock option modification expense | 460 | 828 |
Depreciation and amortization | 42,155 | 41,208 |
Impairment charges - long-lived assets | 1,715 | 19 |
Other income, net | -1,072 | -1,896 |
Loss on extinguishment of debt | 649 | 3,681 |
Interest expense (inclusive of realized gain (loss) on interest rate cap contracts) | 14,803 | 26,552 |
Total Costs and Expenses | 1,149,578 | 1,116,298 |
Income Before Income Tax Expense | 41,341 | 19,560 |
Income tax expense | 15,646 | 7,786 |
Net Income | $25,695 | $11,774 |
Net income per common stock - basic | $0.34 | $0.16 |
Net income Per common stock - Diluted | $0.34 | $0.16 |
Weighted average number of common stock - basic | 74,982 | 73,646 |
Weighted average number of common stock - diluted | 76,501 | 75,469 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Net income | $25,695 | $11,774 |
Interest rate cap contracts: | ||
Unrealized gains, net of related tax expense of $0.6 million for the three months ended May 2, 2015 | 901 | |
Total Comprehensive Income | $26,596 | $11,774 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Unrealized Gains on Interest Rate Cap Contracts, Tax Benefit | $0.60 |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 | ||
OPERATING ACTIVITIES | ||||
Net income | $25,695 | $11,774 | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 42,155 | 41,208 | ||
Impairment charges - long-lived assets | 1,715 | 19 | ||
Amortization of deferred financing costs | 734 | 2,229 | ||
Accretion of long-term debt instruments | 211 | 571 | ||
Deferred income tax (benefit) | -4,135 | -8,098 | ||
Non-cash loss on extinguishment of debt-write-off of deferred financing costs and original issue discount | 649 | 2,521 | ||
Non-cash stock compensation expense | 2,119 | [1] | 1,367 | [1] |
Non-cash rent expense | -5,586 | -5,539 | ||
Deferred rent incentives | 11,301 | 8,729 | ||
Excess tax benefit from stock based compensation | -6,150 | -3,404 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | -2,015 | -10,438 | ||
Merchandise inventories | -33,605 | 12,425 | ||
Prepaid and other current assets | -31,492 | -632 | ||
Accounts payable | 10,108 | 32,925 | ||
Other current liabilities | -33,350 | -43,107 | ||
Other long term assets and long term liabilities | -913 | 736 | ||
Other | 701 | 232 | ||
Net Cash (Used In) Provided by Operating Activities | -21,858 | 43,518 | ||
INVESTING ACTIVITIES | ||||
Cash paid for property and equipment | -43,088 | -45,985 | ||
Proceeds from sale of property and equipment and assets held for sale | 108 | 108 | ||
Net Cash Used in Investing Activities | -42,980 | -45,877 | ||
FINANCING ACTIVITIES | ||||
Proceeds from long term debt-ABL Line of Credit | 436,100 | 115,000 | ||
Principal payments on long term debt -ABL Line of Credit | -319,400 | -115,000 | ||
Principal payments on long term debt -Holdco Notes | -58,000 | |||
Proceeds from sale of interest rate cap contracts | 1,169 | |||
Repayment of capital lease obligations | -348 | -240 | ||
Purchase of treasury shares | -331 | -3,086 | ||
Proceeds from stock option exercises | 903 | 742 | ||
Excess tax benefit from stock based compensation | 6,150 | 3,404 | ||
Deferred financing costs | -6 | |||
Net Cash Provided by (Used in) Financing Activities | 74,237 | -61,135 | ||
Increase (decrease) in cash and cash equivalents | 9,399 | -63,494 | ||
Cash and cash equivalents at beginning of period | 25,349 | 132,984 | ||
Cash and Cash Equivalents at End of Period | 34,748 | 69,490 | ||
Supplemental Disclosure of Cash Flow Information: | ||||
Interest paid | 13,885 | 39,515 | ||
Income tax payments-net | 18,499 | 35,193 | ||
Non-Cash Investing Activities: | ||||
Accrued purchases of property and equipment | 12,571 | 14,763 | ||
Term B-3 Loans | ||||
FINANCING ACTIVITIES | ||||
Principal Payments on Long Term Debt | -50,000 | |||
Term B-2 Loans | ||||
FINANCING ACTIVITIES | ||||
Principal Payments on Long Term Debt | ($3,955) | |||
[1] | For the three month periods ended May 2, 2015 and May 3, 2014, the tax benefit related to the Company's non-cash stock compensation was approximately $0.8 million and $0.5 million, respectively. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
2-May-15 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies |
Basis of Presentation | |
As of May 2, 2015, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 546 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 January 31, 2015 (Fiscal 2014 10-K). The balance sheet at January 31, 2015 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2014 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 2, 2015 are not necessarily indicative of results for the fiscal year ending January 30, 2016 (Fiscal 2015). | |
Accounting policies followed by the Company are described in Note 1 to the Fiscal 2014 10-K, “Summary of Significant Accounting Policies.” | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration included in the transaction price and allocating the transaction price to each separate performance obligation. The guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On April 1, 2015, the FASB voted to propose a delay in the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. If the ASU is deferred, the proposed new effective date for the Company would be February 4, 2018. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s Consolidated Financial Statements. | |
In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intends to adopt this ASU during the fiscal year beginning on January 31, 2016. The Company does not expect this standard to have a significant effect on the Company’s Consolidated Financial Statements. | |
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 2, 2015, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of May 2, 2015 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. | |
Secondary Offering | |
On April 7, 2015, the Company closed a secondary public offering of 12,490,154 shares of its common stock (the Secondary Offering). 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. The Company incurred $0.3 million in offering costs related to the Secondary Offering, which are included in the line item “Costs related to debt amendments, secondary offerings and other” on the Company’s Condensed Consolidated Statements of Operations. | |
Statement of Cash Flows | |
The Company corrected an error in the prior period Condensed Consolidated Statements of Cash Flows related to the presentation of excess tax benefit from stock based compensation. The Company previously did not reflect the “excess tax benefit” as a component of cash inflows from financing activities, and instead it was included as part of the taxes paid activity in the other current liabilities balance change. As a result of this correction, the Company’s net cash provided by operating activities and net cash used in financing activities during the three months ended May 3, 2014 each decreased by $3.4 million from amounts that were previously presented. |
Long_Term_Debt
Long Term Debt | 3 Months Ended | ||||||||||||
2-May-15 | |||||||||||||
Long Term Debt | 2. Long Term Debt | ||||||||||||
Long term debt consists of: | |||||||||||||
(in thousands) | |||||||||||||
May 2, | January 31, | May 3, | |||||||||||
2015 | 2015 | 2014 | |||||||||||
$1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, matures on August 13, 2021 | $ | 1,111,977 | $ | 1,161,541 | $ | — | |||||||
$1,000,000 senior secured term loan facility (Term B-2 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on August 13, 2014 | — | — | 825,369 | ||||||||||
$450,000 senior notes, 10%, redeemed in full on August 13, 2014 | — | — | 450,000 | ||||||||||
$350,000 senior notes, 9% / 9.75%, redeemed in full on August 13, 2014 | — | — | 69,156 | ||||||||||
$600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, expires August 13, 2019 | 180,000 | 63,300 | — | ||||||||||
Capital lease obligations | 25,255 | 25,602 | 22,959 | ||||||||||
Total debt | 1,317,232 | 1,250,443 | 1,367,484 | ||||||||||
Less: current maturities | (1,195 | ) | (1,167 | ) | (1,070 | ) | |||||||
Long term debt, net of current maturities | $ | 1,316,037 | $ | 1,249,276 | $ | 1,366,414 | |||||||
Term Loan Facility | |||||||||||||
On August 13, 2014, BCFWC entered into Amendment No. 4 (the Fourth Amendment) to the Term Loan Credit Agreement (as amended by the Fourth Amendment, the Amended Term Loan Credit Agreement) governing its senior secured term loan facility (the Term Loan Facility). The Fourth Amendment, among other things, (i) increased the available incremental amount to $400.0 million plus unlimited amounts so long as BCFWC’s pro forma consolidated secured leverage ratio does not exceed 3.50 to 1.00 and (ii) gave BCFWC and its restricted subsidiaries additional flexibility to make investments, restricted payments (including dividends), incur additional debt, grant liens and otherwise comply with its covenants under the Amended Term Loan Credit Agreement. The interest rate margin applicable under the Amended Term Loan Credit Agreement is 3.25% in the case of loans drawn at LIBOR and 2.25% in the case of loans drawn under the prime rate (as determined by the Term Loan Facility Administrative Agent). The Fourth Amendment removed the variable pricing mechanism that was formerly in place, which was based on BCFWC’s pro forma consolidated secured leverage ratio. The Term Loan Facility is collateralized by a first lien on our favorable leases, real estate and property & equipment and a second lien on our inventory and receivables. | |||||||||||||
The Term B-3 Loans outstanding under the Term Loan Facility mature on August 13, 2021. Mandatory quarterly payments of $3.0 million were payable as of the last day of each quarter, beginning with the quarter ended July 29, 2017. The Company elected to make a prepayment of $50.0 million on May 1, 2015, which offset the mandatory quarterly payments through May 1, 2021. In accordance with ASC Topic No. 470-50, “Debt Modifications and Extinguishments” (Topic No. 470), the Company recognized a non-cash loss on the partial extinguishment of debt of $0.6 million, representing the write off of $0.4 million and $0.2 million in deferred financing costs and unamortized original issue discount, respectively, which was recorded in the line item “Loss on extinguishment of debt” in the Company’s Condensed Consolidated Statements of Operations. | |||||||||||||
Interest rates for the Term Loan Facility are based on: (i) for LIBOR rate loans for any interest period, at a rate per annum equal to the greater of (x) the LIBOR 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 LIBOR 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 LIBOR Rate for the applicable class of term loans for one-month plus 1.00%, plus, in each case, an applicable margin. At May 2, 2015, the Company’s borrowing rate related to the Term Loan Facility was 4.25%. | |||||||||||||
ABL Line of Credit | |||||||||||||
On August 13, 2014, BCFWC also entered into Amendment No. 1 (the ABL Amendment) to the Second Amended and Restated Credit Agreement, dated September 2, 2011 (as amended, supplemented and otherwise modified, the Amended ABL Credit Agreement) governing BCFWC’s existing senior secured asset-based revolving credit facility (the ABL Line of Credit). The ABL Amendment, among other things, provided BCFWC and certain of its subsidiaries with additional flexibility to make investments, restricted payments (including dividends), incur additional debt, grant liens and otherwise comply with its covenants under the Amended ABL Credit Agreement. | |||||||||||||
The ABL Line of Credit matures on August 13, 2019. The aggregate amount of commitments under the Amended ABL Credit Agreement is $600.0 million and, subject to the satisfaction of certain conditions, the Company can increase the aggregate amount of commitments up to $900.0 million. Interest rate margin applicable under the Amended ABL Credit Agreement in the case of loans drawn at LIBOR is 1.25% - 1.50% (based on total commitments or borrowing base availability), and the fee on the average daily balance of unused loan commitments is 0.25%. The ABL Line of Credit is collateralized by a first lien on the Company’s inventory and receivables and a second lien on the Company’s real estate and property and equipment. | |||||||||||||
The Company believes that the Amended ABL Credit Agreement provides the liquidity and flexibility to meet its operating and capital requirements over the remaining term of the ABL Line of Credit. Further, the calculation of the borrowing base under the amended and restated credit agreement has been amended to allow for increased availability, particularly during the September 1st through December 15th period of each year. | |||||||||||||
At May 2, 2015, the Company had $382.6 million available under the Amended ABL Line of Credit and $180.0 million of outstanding borrowings. The maximum borrowings under the facility during the three month period ended May 2, 2015 amounted to $181.8 million. Average borrowings during the three month period ended May 2, 2015 amounted to $113.3 million at an average interest rate of 1.6%. The Company had outstanding borrowings under the Amended ABL Line of Credit of $63.3 million as of January 31, 2015. | |||||||||||||
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%. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 3 Months Ended | ||||||||||||||||||
2-May-15 | |||||||||||||||||||
Derivative Instruments and Hedging Activities | 3. Derivative Instruments and Hedging Activities | ||||||||||||||||||
The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815 “Derivatives and Hedging” (Topic No. 815). Topic No. 815 provides the disclosure requirements for derivatives and hedging activities with the intent to provide users of financial statements with an enhanced understanding of: (i) how and why an entity uses derivative instruments, (ii) how the entity accounts for derivative instruments and related hedged items, and (iii) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. Further, qualitative disclosures are required that explain the Company’s objectives and strategies for using derivatives, as well as quantitative disclosures about the fair value of gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative instruments. | |||||||||||||||||||
As required by Topic No. 815, the Company records all derivatives on the balance sheet at fair value and adjusts to market on a quarterly basis. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the earnings effect of the hedged forecasted transactions in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. | |||||||||||||||||||
In accordance with Topic No. 820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. There is no impact of netting because the Company’s only derivatives are interest rate cap contracts that are with separate counterparties and are under separate master netting agreements. | |||||||||||||||||||
The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash payments principally related to the Company’s borrowings. | |||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk | |||||||||||||||||||
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate caps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. The Company financed the cost of these interest rate caps which will be amortized through the life of the interest rate cap. | |||||||||||||||||||
On August 19, 2014, the Company entered into four interest rate cap contracts which were designated as cash flow hedges (the Previous Interest Rate Cap Contracts). On April 24, 2015 the Company terminated and sold the Previous Interest Rate Cap Contracts. The Company received $1.2 million in cash in connection with the termination and sale of the Previous Interest Rate Cap Contracts. At the time of termination and sale, the amount of loss previously deferred in accumulated other comprehensive loss related to these caps was $2.0 million, net of taxes of $1.3 million. As the hedged transactions associated with the Previous Interest Rate Cap Contracts are still probable of occurring, the Company will amortize this loss from accumulated other comprehensive loss into interest expense over the original life of each respective cap through April 2019. Also on April 24, 2015, the Company entered into two new interest rate cap contracts (the New Interest Rate Cap Contracts) which were designated as cash flow hedges. | |||||||||||||||||||
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in the line item “Accumulated other comprehensive loss” on the Company’s Condensed Consolidated Balance Sheets and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During the three month period ended May 2, 2015, such derivatives were used to hedge the variable cash flows associated with existing (or anticipated) variable-rate debt. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The Company did not record any hedge ineffectiveness in its earnings during the three month period ended May 2, 2015. Amounts reported in accumulated other comprehensive loss related to the New Interest Rate Cap Contracts will be reclassified to interest expense as interest payments are made on the Company’s variable-rate debt. | |||||||||||||||||||
During the three months ended May 2, 2015, the Company reclassified less than $0.1 million out of accumulated other comprehensive loss into interest expense. As of May 2, 2015, the Company estimates that approximately $0.5 million will be reclassified into interest expense during the next twelve months. | |||||||||||||||||||
As of May 2, 2015, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: | |||||||||||||||||||
Interest Rate Derivative | Notional Principal | Interest | Effective Date | Maturity Date | |||||||||||||||
Amount | Cap Rate | ||||||||||||||||||
Interest rate cap contracts | $ | 500.0 million | 1 | % | May 29, 2015 | May 31, 2019 | |||||||||||||
Interest rate cap contracts | $ | 300.0 million | 1 | % | May 29, 2015 | 31-May-19 | |||||||||||||
Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks but do not meet the strict hedge accounting requirements or the Company elected not to designate these derivatives as hedges. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of May 2, 2015, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships: | |||||||||||||||||||
Interest Rate Derivative | Number of | Aggregate Notional | Interest | Maturity Date | |||||||||||||||
Instruments | Principal Amount | Cap Rate | |||||||||||||||||
Interest rate cap contracts | Two | $ | 900.0 million | 7 | % | May 31, 2015 | |||||||||||||
Tabular Disclosure | |||||||||||||||||||
The tables below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets: | |||||||||||||||||||
(in thousands) | |||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||
Asset Derivatives | |||||||||||||||||||
May 2, 2015 | January 31, 2015 | May 3, 2014 | |||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||
Location | Location | Location | |||||||||||||||||
Interest rate cap contracts | Other assets | $ | 1,905 | Other assets | $ | 1,572 | Other assets | $ | — | ||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||
Location | Location | Location | |||||||||||||||||
Interest rate cap contracts | Other current assets | $ | — | Other current assets | $ | — | Other assets | $ | — | ||||||||||
The table below presents the amounts of losses recognized in other comprehensive income net of taxes, and the classifications and amounts of losses reclassified into earnings of the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. | |||||||||||||||||||
(in thousands) | Component of | ||||||||||||||||||
Amount of Gain Recognized in Other | Amount of Loss Reclassified from | Earnings | |||||||||||||||||
Comprehensive | Other Comprehensive | ||||||||||||||||||
Income Related to Derivatives | Income into Earnings Related to | ||||||||||||||||||
Derivatives | |||||||||||||||||||
Derivatives Designated as | Three Months Ended | Three Months Ended | |||||||||||||||||
Hedging Instruments | May 2, 2015 | May 3, 2014 | May 2, 2015(a) | May 3, 2014 | |||||||||||||||
Interest rate cap contracts | $ | 901 | $ | — | $ | — | $ | — | Interest expense | ||||||||||
(a) | Amount reclassified from other comprehensive income during the three months ended May 2, 2015 was less than $0.1 million. | ||||||||||||||||||
The table below presents the classifications and amounts of losses recognized within our statements of operations for the Company’s derivative instruments not designated as hedging instruments for each of the reporting periods. | |||||||||||||||||||
Location of Loss Recognized in Earnings | (in thousands) | ||||||||||||||||||
Related to Derivatives | Amount of Loss Recognized in | ||||||||||||||||||
Earnings Related to Derivatives | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | May 2, 2015 | May 3, 2014 | |||||||||||||||||
Interest rate cap contracts | Interest expense | $ | — | $ | 1 |
Accumulated_Other_Comprehensiv
Accumulated Other Comprehensive Loss | 3 Months Ended | ||||||||
2-May-15 | |||||||||
Accumulated Other Comprehensive Loss | 4. Accumulated Other Comprehensive Loss | ||||||||
Amounts included in accumulated other comprehensive loss are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive loss for the related periods: | |||||||||
(in thousands) | |||||||||
Derivative | Total | ||||||||
Instruments | |||||||||
Balance at January 31, 2015 | $ | 1,744 | $ | 1,744 | |||||
Unrealized gains arising during the period, net of related tax expense of $0.6 million | (901 | ) | (901 | ) | |||||
Balance at May 2, 2015 | $ | 843 | $ | 843 | |||||
During the three months ended May 2, 2015, the Company reclassified less than $0.1 million from accumulated other comprehensive income into earnings. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | ||||||||||||||||||||||||
2-May-15 | |||||||||||||||||||||||||
Fair Value Measurements | 5. Fair Value Measurements | ||||||||||||||||||||||||
The Company accounts for fair value measurements in accordance with ASC Topic No. 820, “Fair Value Measurements” (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. | |||||||||||||||||||||||||
The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. | |||||||||||||||||||||||||
Financial Assets | |||||||||||||||||||||||||
The Company’s financial assets as of May 2, 2015, January 31, 2015 and May 3, 2014 included cash equivalents and interest rate cap contracts. The Company uses interest rate cap contracts to manage interest rate risk. The fair value of the Company’s interest rate cap contracts is determined using the market standard methodology of discounted future variable cash flows. The variable cash flows are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates rise above the strike rate of the caps in conjunction with the cash payments related to financing the premium of the interest rate caps. The variable interest rates used in the calculation of projected receipts on the cap are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities. In addition, to comply with the provisions of Topic No. 820, credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. | |||||||||||||||||||||||||
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of May 2, 2015, January 31, 2015 and May 3, 2014, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustment is not significant to the overall valuation of its derivative portfolios. As a result, the Company classifies its derivative valuations in Level 2 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 2, | January 31, | May 3, | |||||||||||||||||||||||
2015 | 2015 | 2014 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 28,099 | $ | 28,094 | $ | 32,326 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap contracts(a) | $ | 1,905 | $ | 1,572 | $ | — | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets as of May 2, 2015 and January 31, 2015. Refer to Note 3, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap contracts. | ||||||||||||||||||||||||
Long-Lived Assets | |||||||||||||||||||||||||
Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy of ASC Topic No. 820 “Fair Value Measurements” (Topic No. 820). The fair value of the Company’s long-lived assets is generally calculated using discounted cash flows. During the three months ended May 2, 2015, the Company recorded impairment charges of $1.7 million, primarily related to declines in revenues and operating results for two stores, which was recorded in the line item “Impairment charges – long-lived assets” in the Company’s Condensed Consolidated Statements of Operations. One of the stores impaired during the three months ended May 2, 2015 was fully impaired and therefore had zero fair value as of May 2, 2015, and would be categorized as Level 3 in the fair value hierarchy described above. The table below sets forth, by level within the fair value hierarchy, the fair value of the remaining, partially-impaired store, subsequent to impairment charges as of May 2, 2015: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | Total | |||||||||||||||||||||
in Active | Other | Un- | Impairment | ||||||||||||||||||||||
Markets for | Observable | Observable | Losses | ||||||||||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Leasehold improvements | $ | — | $ | — | $ | 480 | $ | 480 | $ | 590 | |||||||||||||||
Furniture and fixtures | — | — | 449 | 449 | 645 | ||||||||||||||||||||
Other assets | — | — | 246 | 246 | 320 | ||||||||||||||||||||
Other property and equipment | — | — | 134 | 134 | 160 | ||||||||||||||||||||
Total | $ | — | $ | — | $ | 1,309 | $ | 1,309 | $ | 1,715 | |||||||||||||||
Financial Liabilities | |||||||||||||||||||||||||
The fair values of the Company’s financial liabilities are summarized below: | |||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
May 2, 2015 | January 31, 2015 | May 3, 2014 | |||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Amount (b) | Value (b) | Amount (b) | Value (b) | Amount (b) | Value (b) | ||||||||||||||||||||
$1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, matures on August 13, 2021 | $ | 1,111,977 | $ | 1,120,317 | $ | 1,161,541 | $ | 1,150,410 | $ | — | $ | — | |||||||||||||
$1,000,000 senior secured term loan facility (Term B-2 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on August 13, 2014 | — | — | — | — | 825,369 | 830,871 | |||||||||||||||||||
$450,000 senior notes, 10%, redeemed in full on August 13, 2014 | — | — | — | — | 450,000 | 497,250 | |||||||||||||||||||
$350,000 senior notes, 9% / 9.75%, redeemed in full on August 13, 2014 | — | — | — | — | 69,156 | 70,667 | |||||||||||||||||||
$600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, expires August 13, 2019(a) | 180,000 | 180,000 | 63,300 | 63,300 | — | — | |||||||||||||||||||
Total debt | $ | 1,291,977 | $ | 1,300,317 | $ | 1,224,841 | $ | 1,213,710 | $ | 1,344,525 | $ | 1,398,788 | |||||||||||||
(a) | To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value because the interest rate is variable and reflects current market rates. | ||||||||||||||||||||||||
(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 2, 2015, and current estimates of fair value may differ from amounts presented herein. |
Income_Taxes
Income Taxes | 3 Months Ended | ||||||||||||
2-May-15 | |||||||||||||
Income Taxes | 6. Income Taxes | ||||||||||||
Net deferred taxes are as follows: | |||||||||||||
(in thousands) | |||||||||||||
May 2, | January 31, | May 3, | |||||||||||
2015 | 2015 | 2014 | |||||||||||
Current deferred tax asset | $ | 35,821 | $ | 37,229 | $ | 14,850 | |||||||
Non-current deferred tax liability | 229,418 | 234,360 | 235,986 | ||||||||||
Net deferred tax liability | $ | 193,597 | $ | 197,131 | $ | 221,136 | |||||||
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,” 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 2, 2015 and May 3, 2014, the Company’s best estimate of its annual effective income tax rate was 38.6% and 41.0%, respectively (before discrete items). The decrease in our annual effective tax rate was primarily driven by state tax credits and larger pretax income. | |||||||||||||
As of May 2, 2015, January 31, 2015 and May 3, 2014, valuation allowances amounted to $6.2 million, $6.1 million and $5.7 million, respectively, primarily related to state tax net operating losses and state tax credit carry forwards. 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. As of May 2, 2015, the Company has $7.4 million of deferred tax assets recorded for state net operating losses of which $5.6 million will expire between 2015 and 2025. | |||||||||||||
In addition, management also determined that a full valuation allowance of $4.8 million, $4.5 million and $3.6 million were required against the tax benefit associated with Puerto Rico deferred tax assets as of May 2, 2015, January 31, 2015 and May 3, 2014, respectively. |
Capital_Stock
Capital Stock | 3 Months Ended |
2-May-15 | |
Capital Stock | 7. Capital Stock |
Treasury Stock | |
The Company accounts for treasury stock under the cost method. | |
During the first quarter of Fiscal 2015, the Company acquired 6,319 shares of common stock from employees for $0.3 million (average of $52.30 per share) to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock awards. These shares are considered treasury shares which are available for reissuance under the 2006 Management Incentive Plan. |
Net_Income_Per_Share
Net Income Per Share | 3 Months Ended | ||||||||
2-May-15 | |||||||||
Net Income Per Share | 8. Net Income Per Share | ||||||||
Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Dilutive net income per share is calculated by dividing net income by the weighted-average common shares and potentially dilutive securities outstanding during the period using the treasury stock method. | |||||||||
(in thousands, except | |||||||||
per share data) | |||||||||
Three Months Ended | |||||||||
May 2, | May 3, | ||||||||
2015 | 2014 | ||||||||
Basic net income per share | |||||||||
Net income | $ | 25,695 | $ | 11,774 | |||||
Weighted average number of common shares – basic | 74,982 | 73,646 | |||||||
Net income per common share – basic | $ | 0.34 | $ | 0.16 | |||||
Diluted net income per share | |||||||||
Net income | $ | 25,695 | $ | 11,774 | |||||
Shares for basic and diluted net income per share: | |||||||||
Weighted average number of common shares – basic | 74,982 | 73,646 | |||||||
Assumed exercise of stock options and vesting of restricted stock | 1,519 | 1,823 | |||||||
Weighted average number of common shares – diluted | 76,501 | 75,469 | |||||||
Net income per common share – diluted | $ | 0.34 | $ | 0.16 | |||||
Less than 100,000 options to purchase shares of common stock and unvested restricted stock awards were excluded from diluted net income per share for the three month periods ended May 2, 2015 and May 3, 2014, since their effect was anti-dilutive. |
Stock_Option_and_Award_Plans_a
Stock Option and Award Plans and Stock-Based Compensation | 3 Months Ended | ||||||||||||||||
2-May-15 | |||||||||||||||||
Stock Option and Award Plans and Stock-Based Compensation | 9. Stock Option and Award Plans and Stock-Based Compensation | ||||||||||||||||
As of May 2, 2015, there were 10,125,258 shares of common stock authorized for issuance under the 2006 Management Incentive Plan (the 2006 Plan) and 6,000,000 shares of common stock authorized for issuance under the 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans). | |||||||||||||||||
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 periods ended May 2, 2015 and May 3, 2014 were all service-based awards and were granted under the 2006 Plan at exercise prices ranging from $52.02 to $52.75 per share and $27.40 to $29.86 per share, respectively. All service-based awards granted during the three month period ended May 2, 2015 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 modification did not affect the existing vesting schedules. The Company recorded $0.5 million of incremental compensation expense during the three month period ended May 2, 2015, of which $0.2 million will be paid in cash. During the three month period ended May 3, 2014, the Company recorded $0.8 million of incremental compensation expense, of which $0.2 million was paid in cash. These costs were recorded in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. As of May 2, 2015, the Company expects to recognize $1.7 million of incremental compensation expense to be recorded over the remaining vesting periods through the fiscal year ended February 3, 2018, of which $0.2 million will be paid in cash. | |||||||||||||||||
During the second quarter of Fiscal 2013, the Company made a special one-time grant of options to purchase shares of common stock under the 2006 Plan to certain members of its management team. 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. | |||||||||||||||||
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, the majority of 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 is as follows: | |||||||||||||||||
(in thousands) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
Type of Non-Cash Stock Compensation | May 2, | May 3, | |||||||||||||||
2015 | 2014 | ||||||||||||||||
Restricted stock issuances (a) | $ | 1,218 | $ | 69 | |||||||||||||
Stock option grants (a) | 561 | 713 | |||||||||||||||
Stock option modification (b) | 340 | 585 | |||||||||||||||
Total (c) | $ | 2,119 | $ | 1,367 | |||||||||||||
(a) | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations. | ||||||||||||||||
(b) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan which is included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. | ||||||||||||||||
(c) | For the three month periods ended May 2, 2015 and May 3, 2014, the tax benefit related to the Company’s non-cash stock compensation was approximately $0.8 million and $0.5 million, respectively. | ||||||||||||||||
As of May 2, 2015, the Company had 3,011,292 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan. As of May 2, 2015, no options were outstanding under the 2013 Plan. | |||||||||||||||||
Stock option transactions during the three month period ended May 2, 2015 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options outstanding, January 31, 2015 | 3,218,845 | $ | 4.93 | ||||||||||||||
Options granted | 342,518 | 52.02 | |||||||||||||||
Options exercised (a) | (297,589 | ) | 3.04 | ||||||||||||||
Options forfeited | (252,482 | ) | 3 | ||||||||||||||
Options outstanding, May 2, 2015 | 3,011,292 | $ | 10.63 | ||||||||||||||
(a) | Options exercised during the three months ended May 2, 2015 had a total intrinsic value of $16.7 million. | ||||||||||||||||
The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 2, 2015: | |||||||||||||||||
Options | Weighted | Weighted | Aggregate Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and expected to vest | 2,646,878 | 7.83 | $ | 11.28 | $ | 107.8 million | |||||||||||
The fair value of each stock option granted during the three month period ended May 2, 2015 was estimated using the Black Scholes option pricing using the following assumptions: | |||||||||||||||||
Three Months Ended | |||||||||||||||||
2-May-15 | |||||||||||||||||
Risk-fee interest rate | 1.81 | % | |||||||||||||||
Expected volatility | 36 | % | |||||||||||||||
Expected life (years) | 6.25 | ||||||||||||||||
Contractual life (years) | 10 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Weighted average grant date fair value of options issued | $ | 19.99 | |||||||||||||||
The expected dividend yield was based on the Company’s expectation of not paying dividends in the foreseeable future. Since the Company completed its initial public offering in October 2013, it does not have sufficient history as a publicly traded company to evaluate its volatility factor. As such, the expected stock price volatility is based upon the historical volatility of the stock price over the expected life of the options of peer companies that are publicly traded. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. For grants issued during the three month periods ended May 2, 2015 and May 3, 2014, the expected life of the options was calculated using the simplified method. The simplified method defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. This methodology was utilized due to the short length of time our common stock has been publicly traded. | |||||||||||||||||
Restricted Stock Awards | |||||||||||||||||
Under the 2006 Plan, the Company also has the ability to grant shares of restricted stock. All shares of restricted stock granted to date under the 2006 Plan are service-based awards that cliff vest at the end of the requisite service period that typically ranges from three to four years. Following a change of control, all unvested shares of restricted stock shall remain unvested, provided, however, that 100% of such shares shall vest if, following such change of control, the employment of the recipient is terminated without cause or the recipient resigns with good reason. | |||||||||||||||||
Award grant and vesting transactions during the three month period ended May 2, 2015 are summarized as follows: | |||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Awards | |||||||||||||||||
Non-vested awards outstanding, January 31, 2015 | 392,178 | $ | 38.56 | ||||||||||||||
Awards granted | 153,320 | 51.85 | |||||||||||||||
Awards vested | (18,072 | ) | 27.5 | ||||||||||||||
Awards forfeited | (30,143 | ) | 7.44 | ||||||||||||||
Non-vested awards outstanding, May 2, 2015 | 497,283 | $ | 44.94 | ||||||||||||||
The fair value of each share of restricted stock granted during the three month period ended May 2, 2015 was based upon the closing price of the Company’s common stock on the date of grant. |
Other_Liabilities
Other Liabilities | 3 Months Ended |
2-May-15 | |
Other Liabilities | 10. Other Liabilities |
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, general and administrative expenses” on the Company’s Condensed Consolidated Statements of Operations. At May 2, 2015, January 31, 2015 and May 3, 2014, deferred lease incentives were $174.6 million, $176.3 million and $158.2 million, respectively. |
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
2-May-15 | |
Commitments and Contingencies | 11. Commitments and Contingencies |
Legal | |
The Company establishes accruals 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 amount of such accruals were $12.6 million, $12.9 million and $1.8 million as of May 2, 2015, January 31, 2015 and May 3, 2014, respectively. | |
Like many retailers, the Company has been named in class or collective actions on behalf of various groups alleging violations of federal and state wage and hour and other labor statutes, and alleged violation of state consumer and/or privacy protection statutes. In the normal course of business, we are also party to various other lawsuits and regulatory proceedings including, among others, commercial, product, product safety, employee, customer, intellectual property and other claims. Actions against us are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties. | |
In the matter of Burlington Coat Factory Song Beverly Cases which is currently pending in the Superior Court of the State of California, Complex Division, County of Orange (Case No. JCCP No. 4681), plaintiff, on behalf of herself and others similarly situated, alleges that the Company is in violation of the Song Beverly Credit Card Act of 1971, California Civil Code section 1747.08 for collecting personal information from customers in connection with the use of credit cards by such customers to pay for merchandise at the Company’s stores. At trial held in January 2015, the Superior Court held that the Company was in violation of California law and set May 1, 2015 as the date for a conference to set a date for trial to determine the penalty to be assessed against the Company. This court stayed this conference date pending settlement discussions between the Company and plaintiffs. | |
Separately, on May 19, 2015, the First Appellate District, Division Three, of the California Court of Appeal handed down a decision in the case of Harrold v. Levi Strauss & Co., Supr. Ct. No. 26-60136, holding that a finding of liability under the Act does not occur when a retailer requests personal information after a credit card transaction has been completed. In light of this decision, the Company has suspended settlement discussions and has filed a motion in its Song Beverly cases, requesting the court to reverse its decision in favor of plaintiffs on the basis of the Harrold case. The Company’s motion has been scheduled for oral argument on August 7, 2015. The Company is unable to predict the outcome of this motion and, if applicable, the amount of penalty that may be assessed by the court, in excess of the amount accrued, after its consideration of various factors, including, among others, how information was used, how much revenue was derived from the information, what procedures were in place to control the maintenance and dissemination of the information, the duration of the practice to collect information and other relevant factors; however, such penalty assessment could be material. | |
As the California Supreme Court has not weighed in on the state of the law in this area, uncertainty remains. The accrual for this matter is included in the $12.6 million legal accrual discussed above. | |
To determine the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. Our assessments are based on estimates and assumptions that have been deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. The ultimate outcome of the case could have a material adverse effect on the Company’s results of operations. | |
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 $214.7 million for the remainder of Fiscal 2015 and $299.2 million, $282.7 million, $255.6 million, $208.8 million and $905.0 million for the fiscal years ended January 28, 2017, February 3, 2018, February 2, 2019, February 1, 2020 and all subsequent years thereafter, respectively. Total future minimum lease payments include $68.3 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $260.6 million of minimum lease payments for 25 stores that the Company has committed to open or relocate. | |
Letters of Credit | |
The Company had letters of credit arrangements with various banks in the aggregate amount of $37.5 million, $48.1 million and $40.9 million as of May 2, 2015, January 31, 2015 and May 3, 2014, respectively. Among these arrangements as of May 2, 2015, January 31, 2015 and May 3, 2014, the Company had letters of credit in the amount of $32.1 million, $33.4 million and $29.6 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 $5.4 million, $14.7 million and $11.3 million at May 2, 2015, January 31, 2015 and May 3, 2014, 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 $382.6 million, $386.9 million and $508.2 million as of May 2, 2015, January 31, 2015 and May 3, 2014, respectively. | |
Purchase Commitments | |
The Company had $765.2 million of purchase commitments related to goods that were not received as of May 2, 2015. | |
Death Benefits | |
In November of 2005, the Company entered into agreements with three of the Company’s former executives whereby upon each of their deaths the Company will pay $1.0 million to each respective designated beneficiary. |
Related_Parties
Related Parties | 3 Months Ended |
2-May-15 | |
Related Parties | 12. Related Parties |
Bain Capital, either directly or through affiliates, has ownership interests in a broad range of companies (Portfolio Companies) with whom the Company may from time to time enter into commercial transactions in the ordinary course of business, primarily for the purchase of goods and services. The Company believes that none of the Company’s transactions or arrangements with Portfolio Companies are significant enough to be considered material to Bain Capital or to its business. | |
The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
2-May-15 | |
Subsequent Events | 13. Subsequent Events |
In June 2015, the Company’s Board of Directors approved a stock repurchase program that authorized the repurchase of up to $200.0 million of the Company’s common stock. The repurchase program will be funded using the Company’s available cash and is expected to be executed over the next 24 months. The Company is authorized to repurchase from time to time shares of our outstanding common stock on the open market or in privately negotiated transactions. The timing and amount of stock repurchases will depend on a variety of factors, including the market conditions as well as corporate and regulatory considerations. The share repurchase program may be suspended, modified or discontinued at any time and the Company has no obligation to repurchase any amount of the Company’s common stock under the program. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
2-May-15 | |
Basis of Presentation | Basis of Presentation |
As of May 2, 2015, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 546 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 January 31, 2015 (Fiscal 2014 10-K). The balance sheet at January 31, 2015 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2014 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 2, 2015 are not necessarily indicative of results for the fiscal year ending January 30, 2016 (Fiscal 2015). | |
Accounting policies followed by the Company are described in Note 1 to the Fiscal 2014 10-K, “Summary of Significant Accounting Policies.” | |
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, “Revenue from Contracts with Customers,” which provides guidance for revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration included in the transaction price and allocating the transaction price to each separate performance obligation. The guidance is effective for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. On April 1, 2015, the FASB voted to propose a delay in the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted as of the original effective date. If the ASU is deferred, the proposed new effective date for the Company would be February 4, 2018. The Company is currently in the process of evaluating the impact of adoption of this ASU on the Company’s Consolidated Financial Statements. | |
In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs.” This standard amends existing guidance to require the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. This ASU is effective for fiscal years beginning after December 15, 2015, with early adoption permitted. The Company intends to adopt this ASU during the fiscal year beginning on January 31, 2016. The Company does not expect this standard to have a significant effect on the Company’s Consolidated Financial Statements. | |
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 2, 2015, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of May 2, 2015 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. | |
Secondary Offering | Secondary Offering |
On April 7, 2015, the Company closed a secondary public offering of 12,490,154 shares of its common stock (the Secondary Offering). 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. The Company incurred $0.3 million in offering costs related to the Secondary Offering, which are included in the line item “Costs related to debt amendments, secondary offerings and other” on the Company’s Condensed Consolidated Statements of Operations. | |
Statement of Cash Flows | Statement of Cash Flows |
The Company corrected an error in the prior period Condensed Consolidated Statements of Cash Flows related to the presentation of excess tax benefit from stock based compensation. The Company previously did not reflect the “excess tax benefit” as a component of cash inflows from financing activities, and instead it was included as part of the taxes paid activity in the other current liabilities balance change. As a result of this correction, the Company’s net cash provided by operating activities and net cash used in financing activities during the three months ended May 3, 2014 each decreased by $3.4 million from amounts that were previously presented. |
Long_Term_Debt_Tables
Long Term Debt (Tables) | 3 Months Ended | ||||||||||||
2-May-15 | |||||||||||||
Long Term Debt | Long term debt consists of: | ||||||||||||
(in thousands) | |||||||||||||
May 2, | January 31, | May 3, | |||||||||||
2015 | 2015 | 2014 | |||||||||||
$1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, matures on August 13, 2021 | $ | 1,111,977 | $ | 1,161,541 | $ | — | |||||||
$1,000,000 senior secured term loan facility (Term B-2 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on August 13, 2014 | — | — | 825,369 | ||||||||||
$450,000 senior notes, 10%, redeemed in full on August 13, 2014 | — | — | 450,000 | ||||||||||
$350,000 senior notes, 9% / 9.75%, redeemed in full on August 13, 2014 | — | — | 69,156 | ||||||||||
$600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, expires August 13, 2019 | 180,000 | 63,300 | — | ||||||||||
Capital lease obligations | 25,255 | 25,602 | 22,959 | ||||||||||
Total debt | 1,317,232 | 1,250,443 | 1,367,484 | ||||||||||
Less: current maturities | (1,195 | ) | (1,167 | ) | (1,070 | ) | |||||||
Long term debt, net of current maturities | $ | 1,316,037 | $ | 1,249,276 | $ | 1,366,414 | |||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended | ||||||||||||||||||
2-May-15 | |||||||||||||||||||
Fair Value of Company's Derivative Financial Instruments on Gross Basis as well as Classification | The tables below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets: | ||||||||||||||||||
(in thousands) | |||||||||||||||||||
Fair Values of Derivative Instruments | |||||||||||||||||||
Asset Derivatives | |||||||||||||||||||
May 2, 2015 | January 31, 2015 | May 3, 2014 | |||||||||||||||||
Derivatives Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||
Location | Location | Location | |||||||||||||||||
Interest rate cap contracts | Other assets | $ | 1,905 | Other assets | $ | 1,572 | Other assets | $ | — | ||||||||||
Derivatives Not Designated as Hedging Instruments | Balance | Fair | Balance | Fair | Balance | Fair | |||||||||||||
Sheet | Value | Sheet | Value | Sheet | Value | ||||||||||||||
Location | Location | Location | |||||||||||||||||
Interest rate cap contracts | Other current assets | $ | — | Other current assets | $ | — | Other assets | $ | — | ||||||||||
The table below presents the amounts of losses recognized in other comprehensive income net of taxes, and the classifications and amounts of losses reclassified into earnings of the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. | |||||||||||||||||||
(in thousands) | Component of | ||||||||||||||||||
Amount of Gain Recognized in Other | Amount of Loss Reclassified from | Earnings | |||||||||||||||||
Comprehensive | Other Comprehensive | ||||||||||||||||||
Income Related to Derivatives | Income into Earnings Related to | ||||||||||||||||||
Derivatives | |||||||||||||||||||
Derivatives Designated as | Three Months Ended | Three Months Ended | |||||||||||||||||
Hedging Instruments | May 2, 2015 | May 3, 2014 | May 2, 2015(a) | May 3, 2014 | |||||||||||||||
Interest rate cap contracts | $ | 901 | $ | — | $ | — | $ | — | Interest expense | ||||||||||
(a) | Amount reclassified from other comprehensive income during the three months ended May 2, 2015 was less than $0.1 million. | ||||||||||||||||||
The table below presents the classifications and amounts of losses recognized within our statements of operations for the Company’s derivative instruments not designated as hedging instruments for each of the reporting periods. | |||||||||||||||||||
Location of Loss Recognized in Earnings | (in thousands) | ||||||||||||||||||
Related to Derivatives | Amount of Loss Recognized in | ||||||||||||||||||
Earnings Related to Derivatives | |||||||||||||||||||
Three Months Ended | |||||||||||||||||||
Derivatives Not Designated as Hedging Instruments | May 2, 2015 | May 3, 2014 | |||||||||||||||||
Interest rate cap contracts | Interest expense | $ | — | $ | 1 | ||||||||||||||
Derivatives Designated as Hedging Instruments | |||||||||||||||||||
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships | As of May 2, 2015, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: | ||||||||||||||||||
Interest Rate Derivative | Notional Principal | Interest | Effective Date | Maturity Date | |||||||||||||||
Amount | Cap Rate | ||||||||||||||||||
Interest rate cap contracts | $ | 500.0 million | 1 | % | May 29, 2015 | May 31, 2019 | |||||||||||||
Interest rate cap contracts | $ | 300.0 million | 1 | % | May 29, 2015 | 31-May-19 | |||||||||||||
Derivatives Not Designated as Hedging Instruments | |||||||||||||||||||
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships | As of May 2, 2015, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships: | ||||||||||||||||||
Interest Rate Derivative | Number of | Aggregate Notional | Interest | Maturity Date | |||||||||||||||
Instruments | Principal Amount | Cap Rate | |||||||||||||||||
Interest rate cap contracts | Two | $ | 900.0 million | 7 | % | May 31, 2015 |
Accumulated_Other_Comprehensiv1
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended | ||||||||
2-May-15 | |||||||||
Changes in Accumulated Other Comprehensive Loss | The following table details the changes in accumulated other comprehensive loss for the related periods: | ||||||||
(in thousands) | |||||||||
Derivative | Total | ||||||||
Instruments | |||||||||
Balance at January 31, 2015 | $ | 1,744 | $ | 1,744 | |||||
Unrealized gains arising during the period, net of related tax expense of $0.6 million | (901 | ) | (901 | ) | |||||
Balance at May 2, 2015 | $ | 843 | $ | 843 | |||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | ||||||||||||||||||||||||
2-May-15 | |||||||||||||||||||||||||
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 2, | January 31, | May 3, | |||||||||||||||||||||||
2015 | 2015 | 2014 | |||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||
Level 1 | |||||||||||||||||||||||||
Cash equivalents (including restricted cash) | $ | 28,099 | $ | 28,094 | $ | 32,326 | |||||||||||||||||||
Level 2 | |||||||||||||||||||||||||
Interest rate cap contracts(a) | $ | 1,905 | $ | 1,572 | $ | — | |||||||||||||||||||
(a) | Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets as of May 2, 2015 and January 31, 2015. Refer to Note 3, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap contracts. | ||||||||||||||||||||||||
Fair Value of Remaining, Partially-Impaired Store, Subsequent to Impairment Charges | The table below sets forth, by level within the fair value hierarchy, the fair value of the remaining, partially-impaired store, subsequent to impairment charges as of May 2, 2015: | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
Quoted Prices | Significant | Significant | Total | Total | |||||||||||||||||||||
in Active | Other | Un- | Impairment | ||||||||||||||||||||||
Markets for | Observable | Observable | Losses | ||||||||||||||||||||||
Identical Assets | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Leasehold improvements | $ | — | $ | — | $ | 480 | $ | 480 | $ | 590 | |||||||||||||||
Furniture and fixtures | — | — | 449 | 449 | 645 | ||||||||||||||||||||
Other assets | — | — | 246 | 246 | 320 | ||||||||||||||||||||
Other property and equipment | — | — | 134 | 134 | 160 | ||||||||||||||||||||
Total | $ | — | $ | — | $ | 1,309 | $ | 1,309 | $ | 1,715 | |||||||||||||||
Fair Values of Financial Liabilities | The fair values of the Company’s financial liabilities are summarized below: | ||||||||||||||||||||||||
(in thousands) | |||||||||||||||||||||||||
May 2, 2015 | January 31, 2015 | May 3, 2014 | |||||||||||||||||||||||
Carrying | Fair | Carrying | Fair | Carrying | Fair | ||||||||||||||||||||
Amount (b) | Value (b) | Amount (b) | Value (b) | Amount (b) | Value (b) | ||||||||||||||||||||
$1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, matures on August 13, 2021 | $ | 1,111,977 | $ | 1,120,317 | $ | 1,161,541 | $ | 1,150,410 | $ | — | $ | — | |||||||||||||
$1,000,000 senior secured term loan facility (Term B-2 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on August 13, 2014 | — | — | — | — | 825,369 | 830,871 | |||||||||||||||||||
$450,000 senior notes, 10%, redeemed in full on August 13, 2014 | — | — | — | — | 450,000 | 497,250 | |||||||||||||||||||
$350,000 senior notes, 9% / 9.75%, redeemed in full on August 13, 2014 | — | — | — | — | 69,156 | 70,667 | |||||||||||||||||||
$600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, expires August 13, 2019(a) | 180,000 | 180,000 | 63,300 | 63,300 | — | — | |||||||||||||||||||
Total debt | $ | 1,291,977 | $ | 1,300,317 | $ | 1,224,841 | $ | 1,213,710 | $ | 1,344,525 | $ | 1,398,788 | |||||||||||||
(a) | To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value because the interest rate is variable and reflects current market rates. | ||||||||||||||||||||||||
(b) | Capital lease obligations are excluded from the table above. |
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | ||||||||||||
2-May-15 | |||||||||||||
Net Deferred Taxes | Net deferred taxes are as follows: | ||||||||||||
(in thousands) | |||||||||||||
May 2, | January 31, | May 3, | |||||||||||
2015 | 2015 | 2014 | |||||||||||
Current deferred tax asset | $ | 35,821 | $ | 37,229 | $ | 14,850 | |||||||
Non-current deferred tax liability | 229,418 | 234,360 | 235,986 | ||||||||||
Net deferred tax liability | $ | 193,597 | $ | 197,131 | $ | 221,136 | |||||||
Net_Income_Per_Share_Tables
Net Income Per Share (Tables) | 3 Months Ended | ||||||||
2-May-15 | |||||||||
Computation of Basic and Diluted per Common Share | Basic net income per share is calculated by dividing net income by the weighted-average common shares outstanding. Dilutive net income per share is calculated by dividing net income by the weighted-average common shares and potentially dilutive securities outstanding during the period using the treasury stock method. | ||||||||
(in thousands, except | |||||||||
per share data) | |||||||||
Three Months Ended | |||||||||
May 2, | May 3, | ||||||||
2015 | 2014 | ||||||||
Basic net income per share | |||||||||
Net income | $ | 25,695 | $ | 11,774 | |||||
Weighted average number of common shares – basic | 74,982 | 73,646 | |||||||
Net income per common share – basic | $ | 0.34 | $ | 0.16 | |||||
Diluted net income per share | |||||||||
Net income | $ | 25,695 | $ | 11,774 | |||||
Shares for basic and diluted net income per share: | |||||||||
Weighted average number of common shares – basic | 74,982 | 73,646 | |||||||
Assumed exercise of stock options and vesting of restricted stock | 1,519 | 1,823 | |||||||
Weighted average number of common shares – diluted | 76,501 | 75,469 | |||||||
Net income per common share – diluted | $ | 0.34 | $ | 0.16 | |||||
Stock_Option_and_Award_Plans_a1
Stock Option and Award Plans and Stock-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
2-May-15 | |||||||||||||||||
Non-Cash Stock Compensation Expense | Non-cash stock compensation expense is as follows: | ||||||||||||||||
(in thousands) | |||||||||||||||||
Three Months Ended | |||||||||||||||||
Type of Non-Cash Stock Compensation | May 2, | May 3, | |||||||||||||||
2015 | 2014 | ||||||||||||||||
Restricted stock issuances (a) | $ | 1,218 | $ | 69 | |||||||||||||
Stock option grants (a) | 561 | 713 | |||||||||||||||
Stock option modification (b) | 340 | 585 | |||||||||||||||
Total (c) | $ | 2,119 | $ | 1,367 | |||||||||||||
(a) | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations. | ||||||||||||||||
(b) | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan which is included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. | ||||||||||||||||
(c) | For the three month periods ended May 2, 2015 and May 3, 2014, the tax benefit related to the Company’s non-cash stock compensation was approximately $0.8 million and $0.5 million, respectively. | ||||||||||||||||
Stock Option Transactions | Stock option transactions during the three month period ended May 2, 2015 are summarized as follows: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average | ||||||||||||||||
Exercise | |||||||||||||||||
Price Per | |||||||||||||||||
Share | |||||||||||||||||
Options outstanding, January 31, 2015 | 3,218,845 | $ | 4.93 | ||||||||||||||
Options granted | 342,518 | 52.02 | |||||||||||||||
Options exercised (a) | (297,589 | ) | 3.04 | ||||||||||||||
Options forfeited | (252,482 | ) | 3 | ||||||||||||||
Options outstanding, May 2, 2015 | 3,011,292 | $ | 10.63 | ||||||||||||||
(a) | Options exercised during the three months ended May 2, 2015 had a total intrinsic value of $16.7 million. | ||||||||||||||||
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 2, 2015: | ||||||||||||||||
Options | Weighted | Weighted | Aggregate Intrinsic | ||||||||||||||
Average | Average | Value | |||||||||||||||
Remaining | Exercise | ||||||||||||||||
Contractual | Price | ||||||||||||||||
Life (Years) | |||||||||||||||||
Vested and expected to vest | 2,646,878 | 7.83 | $ | 11.28 | $ | 107.8 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 2, 2015 was estimated using the Black Scholes option pricing using the following assumptions: | ||||||||||||||||
Three Months Ended | |||||||||||||||||
2-May-15 | |||||||||||||||||
Risk-fee interest rate | 1.81 | % | |||||||||||||||
Expected volatility | 36 | % | |||||||||||||||
Expected life (years) | 6.25 | ||||||||||||||||
Contractual life (years) | 10 | ||||||||||||||||
Expected dividend yield | 0 | % | |||||||||||||||
Weighted average grant date fair value of options issued | $ | 19.99 | |||||||||||||||
Award Grant and Vesting Transactions | Award grant and vesting transactions during the three month period ended May 2, 2015 are summarized as follows: | ||||||||||||||||
Number of | Weighted | ||||||||||||||||
Shares | Average Grant | ||||||||||||||||
Date Fair | |||||||||||||||||
Value Per | |||||||||||||||||
Awards | |||||||||||||||||
Non-vested awards outstanding, January 31, 2015 | 392,178 | $ | 38.56 | ||||||||||||||
Awards granted | 153,320 | 51.85 | |||||||||||||||
Awards vested | (18,072 | ) | 27.5 | ||||||||||||||
Awards forfeited | (30,143 | ) | 7.44 | ||||||||||||||
Non-vested awards outstanding, May 2, 2015 | 497,283 | $ | 44.94 | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |
2-May-15 | 3-May-14 | Apr. 07, 2015 | |
Store | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Number of stores | 546 | ||
Net Cash (Used In) Provided by Operating Activities | ($21,858,000) | $43,518,000 | |
Net Cash Provided by (Used in) Financing Activities | 74,237,000 | -61,135,000 | |
Restatement Adjustment [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Net Cash (Used In) Provided by Operating Activities | -3,400,000 | ||
Net Cash Provided by (Used in) Financing Activities | -3,400,000 | ||
Secondary Offering | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Shares issued | 12,490,154 | ||
Proceeds from the sale of shares | 0 | ||
Offering cost | $300,000 |
LongTerm_Debt_Detail
Long-Term Debt (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | |||
Capital lease obligations | $25,255 | $25,602 | $22,959 |
Total debt | 1,317,232 | 1,250,443 | 1,367,484 |
Less: current maturities | -1,195 | -1,167 | -1,070 |
Long term debt, net of current maturities | 1,316,037 | 1,249,276 | 1,366,414 |
senior notes, 10%, redeemed on August 13, 2014 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 450,000 | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 69,156 | ||
senior secured term loans | Term B-3 Loans | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 1,111,977 | 1,161,541 | |
senior secured term loans | Term B-2 Loans | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 825,369 | ||
ABL senior secured revolving facility | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $180,000 | $63,300 |
LongTerm_Debt_Parenthetical_De
Long-Term Debt (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
ABL senior secured revolving facility | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-19 | ||
Long-Term Debt, face amount | $600,000 | $600,000 | |
Long-Term Debt, expiration date | 13-Aug-19 | 13-Aug-19 | |
Term B-3 Loans | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-21 | ||
Term B-3 Loans | senior secured term loans | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-21 | 13-Aug-21 | |
Long-Term Debt, face amount | 1,200,000 | 1,200,000 | |
Term B-3 Loans | senior secured term loans | London Interbank Offered Rate Floor | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 1.00% | 1.00% | |
Term B-3 Loans | senior secured term loans | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 3.25% | 3.25% | |
Term B-2 Loans | senior secured term loans | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, face amount | 1,000,000 | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
Term B-2 Loans | senior secured term loans | London Interbank Offered Rate Floor | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 1.00% | ||
Term B-2 Loans | senior secured term loans | London Interbank Offered Rate (LIBOR) | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 3.25% | ||
senior notes, 10%, redeemed on August 13, 2014 | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, face amount | 450,000 | ||
Long-Term Debt, interest rate | 10.00% | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, face amount | $350,000 | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | Interest Rate Cap Contract One | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 9.00% | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | Interest Rate Cap Contract Two | |||
Debt Instrument [Line Items] | |||
Long-Term Debt, interest rate | 9.75% |
LongTerm_Debt_Additional_Infor
Long-Term Debt - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | ||
2-May-15 | 3-May-14 | 1-May-15 | Jul. 29, 2017 | Aug. 13, 2014 | Jan. 31, 2015 | |
Debt Instrument [Line Items] | ||||||
Loss on Extinguishment of Debt | ($649,000) | ($3,681,000) | ||||
Term B-3 Loans | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt, maturity date | 13-Aug-21 | |||||
Long-Term Debt, payment | 50,000,000 | |||||
Mandatory quarterly payments due date | 1-May-21 | |||||
Loss on Extinguishment of Debt | -600,000 | |||||
Write-off in deferred financing costs | 400,000 | |||||
Write-off unamortized original issue discount | 200,000 | |||||
Term B-3 Loans | Scenario, Forecast | ||||||
Debt Instrument [Line Items] | ||||||
Term loan facility, quarterly payments | 3,000,000 | |||||
Fourth Amendment | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 400,000,000 | |||||
Line of Credit Facility, maximum consolidated secured leverage ratio | 350.00% | |||||
Fourth Amendment | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 3.25% | |||||
Fourth Amendment | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 2.25% | |||||
Senior Secured Term Loan Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Borrowing, interest rate | 4.25% | |||||
Senior Secured Term Loan Facilities | Adjusted London Interbank Offered Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.00% | |||||
Senior Secured Term Loan Facilities | Federal Funds Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 0.50% | |||||
Senior Secured Term Loan Facilities | One Month Adjusted London Interbank Offered Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.00% | |||||
ABL senior secured revolving facility | ||||||
Debt Instrument [Line Items] | ||||||
Long-Term Debt, maturity date | 13-Aug-19 | |||||
Line of Credit Facility, maximum amount outstanding during period | 181,800,000 | 75,000,000 | 600,000,000 | |||
Line of Credit Facility, amount available | 382,600,000 | 508,200,000 | ||||
Line of Credit Facility, amount outstanding | 180,000,000 | 0 | 63,300,000 | |||
Line of Credit Facility, Average borrowings | 113,300,000 | 8,900,000 | ||||
Line of Credit Facility, Average interest rate | 1.60% | 1.90% | ||||
ABL senior secured revolving facility | Amendment of Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $900,000,000 | |||||
Line of Credit Facility, unused loan commitments | 0.25% | |||||
ABL senior secured revolving facility | Amendment of Credit Facility | London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.25% | |||||
ABL senior secured revolving facility | Amendment of Credit Facility | London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.50% |
Recovered_Sheet1
Derivative Instruments And Hedging Activities - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | ||
Apr. 24, 2015 | 2-May-15 | Apr. 24, 2015 | Aug. 19, 2014 | |
Derivative | Derivative | |||
Derivative [Line Items] | ||||
Proceeds from termination of Previous Interest Rate Cap Contracts | $1,169,000 | |||
Amount of loss previously deferred in accumulated other comprehensive loss related to caps | 901,000 | |||
Amount of loss previously deferred in accumulated other comprehensive loss related to caps, tax | 600,000 | |||
Maximum | ||||
Derivative [Line Items] | ||||
Accumulated other comprehensive loss reclassified to interest expense | 100,000 | |||
Interest rate cap | ||||
Derivative [Line Items] | ||||
Interest rate cap contracts, number | 2 | 2 | 4 | |
Proceeds from termination of Previous Interest Rate Cap Contracts | 1,200,000 | |||
Amount of loss previously deferred in accumulated other comprehensive loss related to caps | 2,000,000 | |||
Amount of loss previously deferred in accumulated other comprehensive loss related to caps, tax | 1,300,000 | |||
Loss amortization period | 2019-04 | |||
Ineffective portion of change in fair value of derivatives | 0 | |||
Amounts reported in Accumulated Other Comprehensive Loss to be reclassified to interest expense, during the next twelve months | 500,000 | |||
Interest rate cap | Maximum | ||||
Derivative [Line Items] | ||||
Accumulated other comprehensive loss reclassified to interest expense | $100,000 |
Outstanding_Interest_Rate_Deri
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Derivative | |
Derivatives Not Designated as Hedging Instruments | Interest rate cap | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | 2 |
Aggregate Notional Principal Amount | $900 |
Interest Cap Rate | 7.00% |
Maturity Date | 31-May-15 |
Cash Flow Hedging | Derivatives Designated as Hedging Instruments | Interest Rate Cap Contract One | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Aggregate Notional Principal Amount | 500 |
Interest Cap Rate | 1.00% |
Effective Date | 29-May-15 |
Maturity Date | 31-May-19 |
Cash Flow Hedging | Derivatives Designated as Hedging Instruments | Interest Rate Cap Contract Two | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Aggregate Notional Principal Amount | $300 |
Interest Cap Rate | 1.00% |
Effective Date | 29-May-15 |
Maturity Date | 31-May-19 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Detail) (Interest rate cap, USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Designated as Hedging Instruments Interest Rate Cap Contracts, Asset at Fair Value | $1,905 | $1,572 | |
Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Not Designated as Hedging Instruments Interest Rate Cap Contracts, Asset at Fair Value | $0 | $0 | $0 |
Amounts_of_Losses_Recognized_i
Amounts of Losses Recognized in Other Comprehensive Loss Net of Taxes and Classifications and Amounts of Losses Reclassified Into Earnings (Detail) (Derivatives Designated as Hedging Instruments, Interest rate cap, interest expense, USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 | |
Derivatives Designated as Hedging Instruments | Interest rate cap | interest expense | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Amount of Loss Recognized in Other Comprehensive Loss Related to Derivatives | $901 | ||
Amount of Loss Reclassified from Other Comprehensive Loss into Earnings Related to Derivatives | $0 | [1] | $0 |
[1] | Amount reclassified from other comprehensive income during the three months ended May 2, 2015 was less than $0.1 million. |
Amounts_of_Losses_Recognized_i1
Amounts of Losses Recognized in Other Comprehensive Loss Net of Taxes and Classifications and Amounts of Losses Reclassified Into Earnings (Parenthetical) (Detail) (Maximum, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Maximum | |
Derivative Instruments, Gain (Loss) [Line Items] | |
Accumulated other comprehensive loss reclassified to interest expense | $0.10 |
Classifications_and_Amounts_Of
Classifications and Amounts Of Losses Recognized Of Derivative Instruments Not Designated as Hedging Instruments (Detail) (Derivatives Not Designated as Hedging Instruments, Interest rate cap, interest expense, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | 3-May-14 |
Derivatives Not Designated as Hedging Instruments | Interest rate cap | interest expense | |
Derivative [Line Items] | |
Derivative Not Designated as Hedging Instruments Interest Rate Cap Contracts, (Gain) Loss Recognized | $1 |
Changes_in_Accumulated_Other_C
Changes in Accumulated Other Comprehensive Loss (Detail) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | 2-May-15 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | $1,744 |
Unrealized gains arising during the period, net of related tax expense of $0.6 million | -901 |
Ending Balance | 843 |
Derivative Instruments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | 1,744 |
Unrealized gains arising during the period, net of related tax expense of $0.6 million | -901 |
Ending Balance | $843 |
Changes_in_Accumulated_Other_C1
Changes in Accumulated Other Comprehensive Loss (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Unrealized Losses on Interest Rate Cap Contracts, Tax Benefit | $0.60 |
Derivative Instruments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Unrealized Losses on Interest Rate Cap Contracts, Tax Benefit | $0.60 |
Accumulated_Other_Comprehensiv2
Accumulated Other Comprehensive Loss - Additional Information (Detail) (Maximum, USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Maximum | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Amount reclassified from accumulated other comprehensive income into earnings | $0.10 |
Fair_Values_of_Financial_Asset
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 | ||
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) | $28,099 | $28,094 | $32,326 | ||
Fair Value, Inputs, Level 2 | Interest rate cap | |||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||||
Interest rate cap contracts | $1,905 | [1] | $1,572 | [1] | |
[1] | Included in "Other Assets" within the Company's Condensed Consolidated Balance Sheets as of May 2, 2015 and January 31, 2015. Refer to Note 3, "Derivative Instruments and Hedging Activities," for further discussion regarding the Company's interest rate cap contracts. |
Fair_Value_Measurements_Additi
Fair Value Measurements - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Store | ||
Fair Value Measurements [Line Items] | ||
Impairment charges - long-lived assets | $1,715 | $19 |
Number of stores that primarily contributed to impairment charges | 2 | |
Fair Value, Inputs, Level 3 | ||
Fair Value Measurements [Line Items] | ||
Asset fair value | $0 |
Fair_Value_of_Remaining_Partia
Fair Value of Remaining, Partially-Impaired Store, Subsequent to Impairment Charges (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset Impairment charges | $1,715 | $19 |
Fair Value, Inputs, Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 0 | |
Fair Value, Measurements, Nonrecurring | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 1,309 | |
Asset Impairment charges | 1,715 | |
Fair Value, Measurements, Nonrecurring | Fair Value, Inputs, Level 3 | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 1,309 | |
Fair Value, Measurements, Nonrecurring | Leasehold Improvements | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 480 | |
Asset Impairment charges | 590 | |
Fair Value, Measurements, Nonrecurring | Leasehold Improvements | Fair Value, Inputs, Level 3 | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 480 | |
Fair Value, Measurements, Nonrecurring | Furniture and Fixtures | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 449 | |
Asset Impairment charges | 645 | |
Fair Value, Measurements, Nonrecurring | Furniture and Fixtures | Fair Value, Inputs, Level 3 | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 449 | |
Fair Value, Measurements, Nonrecurring | Other Assets | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 246 | |
Asset Impairment charges | 320 | |
Fair Value, Measurements, Nonrecurring | Other Assets | Fair Value, Inputs, Level 3 | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 246 | |
Fair Value, Measurements, Nonrecurring | Other Property and Equipment | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | 134 | |
Asset Impairment charges | 160 | |
Fair Value, Measurements, Nonrecurring | Other Property and Equipment | Fair Value, Inputs, Level 3 | Partially-Impaired Store | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Asset fair value | $134 |
Fair_Values_of_Financial_Liabi
Fair Values of Financial Liabilities (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 | |||
In Thousands, unless otherwise specified | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | $1,291,977 | [1] | $1,224,841 | [1] | $1,344,525 | [1] |
Long-Term Debt, Fair Value | 1,300,317 | [1] | 1,213,710 | [1] | 1,398,788 | [1] |
senior notes, 10%, redeemed on August 13, 2014 | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | 450,000 | [1] | ||||
Long-Term Debt, Fair Value | 497,250 | [1] | ||||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | 69,156 | [1] | ||||
Long-Term Debt, Fair Value | 70,667 | [1] | ||||
senior secured term loans | Term B-3 Loans | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | 1,111,977 | [1] | 1,161,541 | [1] | ||
Long-Term Debt, Fair Value | 1,120,317 | [1] | 1,150,410 | [1] | ||
senior secured term loans | Term B-2 Loans | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | 825,369 | [1] | ||||
Long-Term Debt, Fair Value | 830,871 | [1] | ||||
ABL senior secured revolving facility | ||||||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | ||||||
Long-Term Debt, Carrying Amount | 180,000 | [1],[2] | 63,300 | [1],[2] | ||
Long-Term Debt, Fair Value | $180,000 | [1],[2] | $63,300 | [1],[2] | ||
[1] | Capital lease obligations are excluded from the table above. | |||||
[2] | To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value because the interest rate is variable and reflects current market rates. |
Fair_Values_of_Financial_Liabi1
Fair Values of Financial Liabilities (Parenthetical) (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended |
In Thousands, unless otherwise specified | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
ABL senior secured revolving facility | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-19 | ||
Long-Term Debt, face amount | $600,000 | $600,000 | |
Long-Term Debt, expiration date | 13-Aug-19 | 13-Aug-19 | |
Term B-3 Loans | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-21 | ||
Term B-3 Loans | senior secured term loans | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, maturity date | 13-Aug-21 | 13-Aug-21 | |
Long-Term Debt, face amount | 1,200,000 | 1,200,000 | |
Term B-3 Loans | senior secured term loans | London Interbank Offered Rate Floor | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 1.00% | 1.00% | |
Term B-3 Loans | senior secured term loans | London Interbank Offered Rate (LIBOR) | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 3.25% | 3.25% | |
Term B-2 Loans | senior secured term loans | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, face amount | 1,000,000 | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
Term B-2 Loans | senior secured term loans | London Interbank Offered Rate Floor | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 1.00% | ||
Term B-2 Loans | senior secured term loans | London Interbank Offered Rate (LIBOR) | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 3.25% | ||
senior notes, 10%, redeemed on August 13, 2014 | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, face amount | 450,000 | ||
Long-Term Debt, interest rate | 10.00% | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, face amount | $350,000 | ||
Long-Term Debt, redemption date | 13-Aug-14 | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | Interest Rate Cap Contract One | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 9.00% | ||
senior notes, 9% / 9.75%, redeemed on August 13, 2014 | Interest Rate Cap Contract Two | |||
Carrying Amounts and Fair Values of Financial Instruments [Line Items] | |||
Long-Term Debt, interest rate | 9.75% |
Net_Deferred_Taxes_Detail
Net Deferred Taxes (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Thousands, unless otherwise specified | |||
Schedule of Deferred Income Tax Assets and Liabilities [Line Items] | |||
Current deferred tax asset | $35,821 | $37,229 | $14,850 |
Non-current deferred tax liability | 229,418 | 234,360 | 235,986 |
Net deferred tax liability | $193,597 | $197,131 | $221,136 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | ||
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 | Jan. 31, 2015 |
Income Tax Disclosure [Line Items] | |||
Effective tax rate | 38.60% | 41.00% | |
Full valuation allowance | $4.80 | $3.60 | $4.50 |
State and local jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Valuation allowances | 6.2 | 5.7 | 6.1 |
Deferred tax asset for net operating loss | 7.4 | ||
Deferred tax assets subject to expire | $5.60 | ||
State and local jurisdiction | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2015 | ||
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 |
In Millions, except Share data, unless otherwise specified | 2-May-15 |
Statement Equity Components [Line Items] | |
Shares Used for Tax Withholdings (in shares) | 6,319 |
Stock acquired, average price per share | $52.30 |
Shares Used for Tax Withholdings | $0.30 |
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 | 2-May-15 | 3-May-14 |
Basic net income per share | ||
Net income | $25,695 | $11,774 |
Weighted average number of common shares - basic | 74,982 | 73,646 |
Net income per common share - basic | $0.34 | $0.16 |
Diluted net income per share | ||
Net income | $25,695 | $11,774 |
Weighted average number of common shares - basic | 74,982 | 73,646 |
Assumed exercise of stock options and vesting of restricted stock | 1,519 | 1,823 |
Weighted average number of common shares - diluted | 76,501 | 75,469 |
Net income per common share - diluted | $0.34 | $0.16 |
Net_Income_Per_Share_Additiona
Net Income Per Share - Additional Information (Detail) (Maximum) | 3 Months Ended | |
2-May-15 | 3-May-14 | |
Stock Option | ||
Earnings Per Share [Line Items] | ||
Awards excluded from diluted earnings per share | 100,000 | 100,000 |
Restricted Stock Issuances | ||
Earnings Per Share [Line Items] | ||
Awards excluded from diluted earnings per share | 100,000 | 100,000 |
Stock_Option_and_Award_Plans_a2
Stock Option and Award Plans and Stock-Based Compensation - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | ||
In Millions, except Share data, unless otherwise specified | Feb. 28, 2013 | 2-May-15 | 3-May-14 | Feb. 03, 2018 | Aug. 03, 2013 | Jan. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Payment of Dividends | $336 | |||||
Incremental compensation expense from modification | 0.5 | 0.8 | ||||
Stock option modification paid | 0.2 | |||||
Options outstanding | 3,011,292 | 3,218,845 | ||||
2006 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, Authorized for issuance | 10,125,258 | |||||
Options granted, exercise price lower range | $52.02 | $27.40 | ||||
Options granted, exercise price upper range | $52.75 | $29.86 | ||||
Service-based awards granted subsequent to offering vesting percentage on each of the first four anniversaries of the grant date | 25.00% | |||||
Unexercised vested options, exercisable period | 60 days | |||||
2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, Authorized for issuance | 6,000,000 | |||||
Scenario, Forecast | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Incremental compensation expense from modification | 1.7 | |||||
Stock option modification payable | 0.2 | |||||
One Time Grant | 2006 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options granted, percentage vested | 20.00% | 20.00% | ||||
Options vesting period | 2 years | |||||
Restricted Stock Issuances | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Percentage of shares vested if change in control | 100.00% | |||||
Employee Stock Option | 2006 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 3,011,292 | |||||
Employee Stock Option | 2013 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options outstanding | 0 | |||||
Cash | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option modification payable | $0.20 | |||||
Minimum | Restricted Stock Issuances | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service-based awards, service period | 3 years | |||||
Maximum | Restricted Stock Issuances | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service-based awards, service period | 4 years |
NonCash_Stock_Compensation_Exp
Non-Cash Stock Compensation Expense (Detail) (USD $) | 3 Months Ended | |||
In Thousands, unless otherwise specified | 2-May-15 | 3-May-14 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Non-Cash Stock Compensation | $2,119 | [1] | $1,367 | [1] |
Stock Option Modification | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Non-Cash Stock Compensation | 340 | [2] | 585 | [2] |
Stock Options Granted | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Non-Cash Stock Compensation | 561 | [3] | 713 | [3] |
Restricted Stock Issuances | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Non-Cash Stock Compensation | $1,218 | [3] | $69 | [3] |
[1] | For the three month periods ended May 2, 2015 and May 3, 2014, the tax benefit related to the Company's non-cash stock compensation was approximately $0.8 million and $0.5 million, respectively. | |||
[2] | Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan which is included in the line item "Stock option modification expense" in the Company's Condensed Consolidated Statements of Operations. | |||
[3] | Included in the line item "Selling, general and administrative expenses" in the Company's Condensed Consolidated Statements of Operations. |
NonCash_Stock_Compensation_Exp1
Non-Cash Stock Compensation Expense (Parenthetical) (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | 2-May-15 | 3-May-14 |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Non-Cash Stock Compensation tax benefit | $0.80 | $0.50 |
Stock_Option_Transactions_Deta
Stock Option Transactions (Detail) (USD $) | 3 Months Ended | |
2-May-15 | ||
Number of Units | ||
Options Outstanding at Beginning of Period | 3,218,845 | |
Options Granted | 342,518 | |
Options Exercised | -297,589 | [1] |
Options Forfeited | -252,482 | |
Options Outstanding at End of Period | 3,011,292 | |
Weighted Average Exercise Price Per Unit | ||
Options Outstanding at Beginning of Period | $4.93 | |
Options Granted | $52.02 | |
Options Exercised | $3.04 | [1] |
Options Forfeited | $3 | |
Options Outstanding at End of Period | $10.63 | |
[1] | Options exercised during the three months ended May 2, 2015 had a total intrinsic value of $16.7 million. |
Stock_Option_Transactions_Pare
Stock Option Transactions (Parenthetical) (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | 2-May-15 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share based compensation option exercised total intrinsic value | $16.70 |
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 | 2-May-15 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, vested and expected to vest | 2,646,878 |
Weighted Average Remaining Contractual Life (Years) | 7 years 9 months 29 days |
Weighted Average Exercise Price | $11.28 |
Aggregate Intrinsic Value | $107.80 |
Weighted_Average_Assumptions_U
Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) (USD $) | 3 Months Ended |
2-May-15 | |
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items] | |
Risk-fee interest rate | 1.81% |
Expected volatility | 36.00% |
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 | $19.99 |
Award_Grant_Vested_and_Forfeit
Award Grant, Vested and Forfeiture Transactions (Detail) (Non Vested Restricted Stock, USD $) | 3 Months Ended |
2-May-15 | |
Non Vested Restricted Stock | |
Number of Awards | |
Non-Vested Awards Outstanding at Beginning of Period | 392,178 |
Awards Granted | 153,320 |
Awards Vested | -18,072 |
Awards Forfeited | -30,143 |
Non-Vested Awards Outstanding at End of Period | 497,283 |
Weighted Average Grant Date Fair Value Per Awards | |
Non-Vested Awards Outstanding at Beginning of Period | $38.56 |
Awards Granted | $51.85 |
Awards Vested | $27.50 |
Awards Forfeited | $7.44 |
Non-Vested Awards Outstanding at End of Period | $44.94 |
Other_Liabilities_Additional_I
Other Liabilities - Additional Information (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 |
In Millions, unless otherwise specified | |||
Other Liabilities Current [Line Items] | |||
Deferred lease incentives | $174.60 | $176.30 | $158.20 |
Commitments_and_Contingencies_
Commitments and Contingencies - Additional Information (Detail) (USD $) | 2-May-15 | Jan. 31, 2015 | 3-May-14 | Nov. 30, 2005 |
In Millions, unless otherwise specified | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Accruals relating to legal claims | $12.60 | $12.90 | $1.80 | |
Minimum lease payments for operating leases January 30, 2016 | 214.7 | |||
Minimum lease payments for operating leases January 28, 2017 | 299.2 | |||
Minimum lease payments for operating leases February 3, 2018 | 282.7 | |||
Minimum lease payments for operating leases February 2, 2019 | 255.6 | |||
Minimum lease payments for operating leases February 1, 2020 | 208.8 | |||
Minimum lease payments for operating leases thereafter | 905 | |||
Letters of credit, outstanding amount | 37.5 | 48.1 | 40.9 | |
Purchase commitments related to goods or services | 765.2 | |||
Death benefits | 1 | |||
Guarantee Performance Under Insurance And Utility Agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 32.1 | 33.4 | 29.6 | |
Merchandising Agreement | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 5.4 | 14.7 | 11.3 | |
Letter of Credit | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 382.6 | 386.9 | 508.2 | |
Other Capitalized Property Plant and Equipment | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Number of stores committed to be opened | 25 | |||
Options to Extend Lease Terms | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Minimum lease payments | 68.3 | |||
New Stores | Other Capitalized Property Plant and Equipment | ||||
Commitments and Contingencies Disclosure [Line Items] | ||||
Minimum lease payments | $260.60 |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Detail) (Subsequent Event, USD $) | 0 Months Ended | |
In Millions, unless otherwise specified | Jun. 09, 2015 | Jun. 09, 2015 |
Subsequent Event | ||
Subsequent Event [Line Items] | ||
Stock repurchase program, authorized amount | $200 | $200 |
Stock repurchase program, expected execution period | 24 months |