Document and Entity Information
Document and Entity Information | 9 Months Ended |
Oct. 29, 2016shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Oct. 29, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | BURL |
Entity Registrant Name | BURLINGTON STORES, INC. |
Entity Central Index Key | 1,579,298 |
Current Fiscal Year End Date | --01-28 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 70,597,057 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
REVENUES: | ||||
Net sales | $ 1,342,600 | $ 1,230,886 | $ 3,880,322 | $ 3,558,162 |
Other revenue | 6,447 | 7,783 | 18,324 | 22,998 |
Total revenue | 1,349,047 | 1,238,669 | 3,898,646 | 3,581,160 |
COSTS AND EXPENSES: | ||||
Cost of sales | 789,858 | 741,584 | 2,316,162 | 2,150,430 |
Selling, general and administrative expenses | 451,072 | 416,205 | 1,261,559 | 1,175,491 |
Costs related to debt amendments and secondary offering | 1,346 | 247 | ||
Stock option modification expense | 106 | 324 | 520 | 1,120 |
Depreciation and amortization | 46,472 | 43,186 | 136,630 | 127,087 |
Impairment charges-long-lived assets | 109 | 1,903 | ||
Other income—net | (1,473) | (1,680) | (7,361) | (4,142) |
Loss on extinguishment of debt | 3,805 | 649 | ||
Interest expense | 13,159 | 14,792 | 43,196 | 44,192 |
Total costs and expenses | 1,299,194 | 1,214,411 | 3,755,966 | 3,496,977 |
Income before income tax expense | 49,853 | 24,258 | 142,680 | 84,183 |
Income tax expense | 17,449 | 9,142 | 52,368 | 32,474 |
Net income | $ 32,404 | $ 15,116 | $ 90,312 | $ 51,709 |
Net income (loss) per common stock - basic | $ 0.46 | $ 0.20 | $ 1.28 | $ 0.69 |
Net income (loss) per common stock - diluted | $ 0.45 | $ 0.20 | $ 1.25 | $ 0.68 |
Weighted average number of common stock - basic | 70,347 | 74,115 | 70,757 | 74,759 |
Weighted average number of common stock - diluted | 71,597 | 75,394 | 72,002 | 76,135 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Statement Of Income And Comprehensive Income [Abstract] | ||||
Net income | $ 32,404 | $ 15,116 | $ 90,312 | $ 51,709 |
Interest rate cap contracts: | ||||
Net unrealized gains (losses) arising during the period | 239 | (3,358) | (3,054) | (4,179) |
Reclassification into earnings during the period | 442 | 55 | 860 | 79 |
Other comprehensive income (loss), net of tax: | 681 | (3,303) | (2,194) | (4,100) |
Total comprehensive income | $ 33,085 | $ 11,813 | $ 88,118 | $ 47,609 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Current assets: | |||
Cash and cash equivalents | $ 32,799 | $ 20,915 | $ 28,847 |
Restricted cash and cash equivalents | 27,800 | 27,800 | 27,800 |
Accounts receivable—net | 59,757 | 38,571 | 49,018 |
Merchandise inventories | 822,469 | 783,528 | 934,011 |
Deferred tax assets | 36,934 | ||
Prepaid and other current assets | 104,051 | 62,168 | 68,721 |
Total current assets | 1,046,876 | 932,982 | 1,145,331 |
Property and equipment—net | 1,040,297 | 1,018,570 | 1,018,188 |
Tradenames | 238,000 | 238,000 | 238,000 |
Favorable leases—net | 220,680 | 238,753 | 248,210 |
Goodwill | 47,064 | 47,064 | 47,064 |
Other assets | 95,203 | 96,444 | 99,815 |
Total assets | 2,688,120 | 2,571,813 | 2,796,608 |
Current liabilities: | |||
Accounts payable | 691,971 | 598,199 | 704,187 |
Other current liabilities | 326,114 | 286,986 | 327,156 |
Current maturities of long term debt | 1,574 | 1,403 | 1,376 |
Total current liabilities | 1,019,659 | 886,588 | 1,032,719 |
Long term debt | 1,303,001 | 1,295,163 | 1,403,722 |
Other liabilities | 294,740 | 287,389 | 272,774 |
Deferred tax liabilities | 206,124 | 201,695 | 209,330 |
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 | |||
Common stock, $0.0001 par value: Authorized: 500,000,000 shares; Issued: 77,316,292 shares, 76,711,663 shares and 76,491,839 shares, respectively; Outstanding: 71,340,072 shares, 72,071,177 shares and 75,362,744 shares, respectively | 7 | 7 | 7 |
Additional paid-in-capital | 1,413,955 | 1,395,863 | 1,391,034 |
Accumulated deficit | (1,185,660) | (1,275,972) | (1,374,745) |
Accumulated other comprehensive loss | (11,186) | (8,992) | (5,844) |
Treasury stock, at cost | (352,520) | (209,928) | (132,389) |
Total stockholders' deficit | (135,404) | (99,022) | (121,937) |
Total liabilities and stockholders' deficit | $ 2,688,120 | $ 2,571,813 | $ 2,796,608 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Statement Of Financial Position [Abstract] | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
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 | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 77,500,291 | 76,711,663 | 76,597,066 |
Common Stock, Shares Outstanding | 70,597,057 | 72,071,177 | 73,560,207 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | ||
OPERATING ACTIVITIES | |||
Net income | $ 90,312 | $ 51,709 | |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 136,630 | 127,087 | |
Impairment charges—long-lived assets | 109 | 1,903 | |
Amortization of deferred financing costs | 2,052 | 2,156 | |
Accretion of long term debt instruments | 670 | 609 | |
Deferred income taxes | 5,891 | (22,001) | |
Non-cash loss on extinguishment of debt—write-off of deferred financing costs and original issue discount | 3,805 | 649 | |
Non-cash stock compensation expense | [1] | 11,634 | 8,237 |
Non-cash rent | (22,052) | (17,354) | |
Deferred rent incentives | 17,884 | 18,481 | |
Excess tax benefit from stock based compensation | (11,728) | (10,211) | |
Changes in assets and liabilities: | |||
Accounts receivable | (13,671) | (7,430) | |
Merchandise inventories | (39,518) | (145,303) | |
Prepaid and other current assets | (37,529) | (13,008) | |
Accounts payable | 88,090 | 82,505 | |
Other current liabilities | 47,510 | 21,094 | |
Other long term assets and long term liabilities | 4,187 | 3,251 | |
Other operating activities | 2,216 | 1,325 | |
Net cash provided by operating activities | 286,492 | 103,699 | |
INVESTING ACTIVITIES | |||
Cash paid for property and equipment | (137,643) | (153,720) | |
Other investing activities | 104 | 4,213 | |
Net cash used in investing activities | (137,539) | (149,507) | |
FINANCING ACTIVITIES | |||
Proceeds from sale of interest rate cap contracts | 1,169 | ||
Purchase of treasury shares | (151,781) | (124,131) | |
Proceeds from stock option exercises | 3,919 | 1,926 | |
Excess tax benefit from stock based compensation | 11,728 | 10,211 | |
Other financing activities | (5,043) | (2,769) | |
Net cash (used in) provided by financing activities | (137,069) | 49,306 | |
Increase in cash and cash equivalents | 11,884 | 3,498 | |
Cash and cash equivalents at beginning of period | 20,915 | 25,349 | |
Cash and cash equivalents at end of period | 32,799 | 28,847 | |
Supplemental disclosure of cash flow information: | |||
Interest paid | 40,623 | 43,499 | |
Income tax payments - net | 62,548 | 54,264 | |
Non-cash investing activities: | |||
Accrued purchases of property and equipment | 26,045 | 27,256 | |
ABL senior secured revolving facility | |||
FINANCING ACTIVITIES | |||
Proceeds from long term debt | 1,286,100 | 1,173,200 | |
Principal payments on long term debt | (1,279,200) | (960,300) | |
Senior Secured Term B-4 Loans | |||
FINANCING ACTIVITIES | |||
Proceeds from long term debt | 1,114,208 | ||
Senior Secured Term B-3 Loans | |||
FINANCING ACTIVITIES | |||
Principal payments on long term debt | $ (1,117,000) | $ (50,000) | |
[1] | The amounts presented in the table above exclude taxes. For the three and nine month periods ended October 29, 2016, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.5 million and $4.3 million, respectively. For the three and nine month periods ended October 31, 2015, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.1 million and $3.2 million, respectively. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Oct. 29, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation As of October 29, 2016, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 592 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. These Condensed Consolidated Financial Statements should 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 30, 2016 (Fiscal 2015 10-K). The balance sheet at January 30, 2016 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2015 10-K. Because the Company’s business is seasonal in nature, the operating results for the three and nine month periods ended October 29, 2016 are not necessarily indicative of results for the fiscal year ending January 28, 2017 (Fiscal 2016). Accounting policies followed by the Company are described in Note 1 to the Fiscal 2015 10-K, “Summary of Significant Accounting Policies.” Adopted Accounting Standards In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, “Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” This standard requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. Further, on August 16, 2015, the FASB issued ASU 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03. The SEC staff has stated that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” These standards become effective for fiscal years beginning after December 15, 2015. The Company adopted these standards during the first quarter of Fiscal 2016 on a retrospective basis. As a result, $8.3 million and $8.7 million of deferred financing costs associated with the Term Loan Facility (as defined in Note 2, “Long Term Debt”) as of January 30, 2016 and October 31, 2015, respectively, have been reclassified and shown as a deduction from the line item “Long term debt” on our Condensed Consolidated Balance Sheets. These amounts were previously recorded in the line item “Other assets” on our Condensed Consolidated Balance Sheets. The remaining deferred financing costs associated with the Company’s ABL Line of Credit (as defined in Note 2, “Long Term Debt”) and interest rate cap contracts continue to be shown in the line item “Other assets” on our Condensed Consolidated Balance Sheets in accordance with ASU 2015-15. Pending Accounting Standards In May 2014, the FASB issued 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. At its July 9, 2015 meeting, the FASB affirmed its proposal to defer the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. This ASU will be effective for the Company as of the beginning of the fiscal year ended February 2, 2019 (Fiscal 2018). The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its consolidated financial statements In February 2016, the FASB issued ASU 2016-02, “Leases.” The standard’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This ASU will be effective for the Company as of the beginning of the fiscal year ended February 1, 2020. Early adoption is permitted. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does anticipate that the new guidance will have a significant impact on its consolidated financial statements given its portfolio of lease arrangements. This guidance is not expected, however, to have a material impact on the Company's liquidity. On March 30, 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted in any interim or annual period. Once adopted, all excess tax benefits and tax deficiencies from stock based compensation will be recognized as income tax expense or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. In addition, any excess tax benefit from stock based compensation will be classified along with other income tax cash flows as an operating activity on the statement of cash flows. Currently, the Company records all excess tax benefits in additional paid-in capital on the balance sheet when the deduction reduces taxes payable and records tax deficiencies in the statement of operations. In addition, the Company currently separates any excess tax benefit from stock based compensation from other income tax cash flows and classifies them as a financing activity on the statement of cash flows with a corresponding offset in operating activities. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements On August 26, 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” The primary purpose of this ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. This ASU is effective for fiscal years beginning after December 15, 2017. This ASU will be effective for the Company as of the beginning of Fiscal 2018. Early adoption is permitted in any interim or annual period. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its consolidated financial statements On November 17, 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash.” The primary purpose of this ASU is to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. This ASU will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017. This ASU will be effective for the Company as of the beginning of Fiscal 2018. Early adoption is permitted in any interim or annual period. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its 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 and nine month periods ended October 29, 2016, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of October 29, 2016 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. |
Long Term Debt
Long Term Debt | 9 Months Ended |
Oct. 29, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 2. Long Term Debt Long term debt consists of: (in thousands) October 29, January 30, October 31, 2016 2016 2015 $1,200,000 senior secured term loan facility (Term B-4 Loans), LIBOR (with a floor of 0.75%) plus 2.75%, matures on August 13, 2021 $ 1,111,772 $ — $ — $1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on July 29, 2016 — 1,112,575 1,112,376 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures August 13, 2019 174,300 167,400 276,200 Capital lease obligations 23,972 24,925 25,231 Unamortized deferred financing costs (5,469 ) (8,334 ) (8,709 ) Total debt 1,304,575 1,296,566 1,405,098 Less: current maturities (1,574 ) (1,403 ) (1,376 ) Long term debt, net of current maturities $ 1,303,001 $ 1,295,163 $ 1,403,722 Term Loan Facility On July 29, 2016, BCFWC entered into Amendment No. 5 (the Fifth Amendment) to the Term Loan Credit Agreement (as amended, the Amended Term Loan Credit Agreement) governing its senior secured term loan facility (the Term Loan Facility). The Fifth Amendment, among other things, reduced the interest rate margins applicable to the Term Loan Facility from 2.25% to 1.75% in the case of prime rate loans, and from 3.25% to 2.75% in the case of LIBOR loans, with the LIBOR floor being reduced from 1.00% to 0.75%. The Fifth Amendment was accomplished by replacing the outstanding $1,117.0 million principal amount of Term B-3 Loans with a like aggregate principal amount of Term B-4 Loans. At October 29, 2016, the Company’s borrowing rate related to the Term Loan Facility was 3.50%. ABL Line of Credit At October 29, 2016, the Company had $383.7 million available under the Second Amended and Restated Credit Agreement, dated September 2, 2011 governing BCFWC’s existing senior secured asset-based revolving credit facility (the ABL Line of Credit). The maximum borrowings under the facility during the three and nine month periods ended October 29, 2016 amounted to $300.0 million and $350.0 million, respectively. Average borrowings during the three and nine month periods ended October 29, 2016 amounted to $201.4 million and $216.8 million, respectively, at average interest rates of 1.8% for both periods. At October 31, 2015, the Company had $278.2 million available under the ABL Line of Credit. The maximum borrowings under the facility during the three and nine month periods ended October 31, 2015 amounted to $330.7 million. Average borrowings during the three and nine month periods ended October 31, 2015 amounted to $270.2 million and $199.7 million, respectively, at average interest rates of 1.6% for both periods. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Oct. 29, 2016 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
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). 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. In addition, to comply with the provisions of ASC Topic No. 820, “Fair Value Measurements” (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. 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. 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 did not record any hedge ineffectiveness in its earnings during the three or nine month periods ended October 29, 2016. The Company financed the cost of the interest rate cap contracts, which will be amortized through the life of the caps. As of October 29, 2016, the Company estimates that approximately $6.3 million will be reclassified into interest expense during the next twelve months. As of October 29, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Aggregate Principal Amount Interest Cap Rate Maturity Date Interest rate cap contracts Two $ 800.0 million 1.0% May 31, 2019 Tabular Disclosure The table 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 Liability Derivatives October 29, 2016 January 30, 2016 October 31, 2015 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate cap contracts Other $ 9,957 Other $ 8,415 Other $ 4,331 The following table presents the unrealized losses deferred to accumulated other comprehensive income resulting from the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. (in thousands) Three Months Ended Nine Months Ended Interest Rate Cap Contracts: October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015 Unrealized gains (losses), before taxes $ 398 $ (5,597 ) $ (5,090 ) $ (6,965 ) Income tax (expense) benefit (159 ) 2,239 2,036 2,786 Unrealized gains (losses), net of taxes $ 239 $ (3,358 ) $ (3,054 ) $ (4,179 ) The following table presents information about the reclassification of losses from accumulated other comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. (in thousands) Three Months Ended Nine Months Ended Component of Earnings: October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015 Interest expense $ 738 $ 91 $ 1,434 $ 131 Income tax expense (296 ) (36 ) (574 ) (52 ) Net income $ 442 $ 55 $ 860 $ 79 |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 9 Months Ended |
Oct. 29, 2016 | |
Equity [Abstract] | |
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: (in thousands) Derivative Instruments Balance at January 30, 2016 $ (8,992 ) Unrealized losses, net of related tax benefit of $2.0 million (3,054 ) Amount reclassified into earnings, net of related taxes of $0.6 million 860 Balance at October 29, 2016 $ (11,186 ) |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 5. Fair Value Measurements The Company accounts for fair value measurements in accordance with 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. Refer to Note 3, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair value of the Company’s interest rate cap contracts. Financial Assets The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of October 29, 2016, January 30, 2016 and October 31, 2015 are summarized below: (in thousands) Fair Value Measurements at October 29, January 30, October 31, 2016 2016 2015 Assets: Level 1 Cash equivalents (including restricted cash) $ 28,153 $ 28,114 $ 28,109 Non-financial Assets Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy. The fair value of the Company’s long-lived assets is generally calculated using discounted cash flows. Financial Liabilities The fair values of the Company’s financial liabilities are summarized below: (in thousands) October 29, 2016 January 30, 2016 October 31, 2015 Carrying Amount (b) Fair Value (b) Carrying Amount (b) Fair Value (b) Carrying Amount (b) Fair Value (b) $1,200,000 senior secured term loan facility (Term B-4 Loans), LIBOR (with a floor of 0.75%) plus 2.75%, matures on August 13, 2021 $ 1,111,772 $ 1,116,404 $ — $ — $ — $ — $1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on July 29, 2016 — — 1,112,575 1,107,921 1,112,376 1,114,210 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures August 13, 2019(a) 174,300 174,300 167,400 167,400 276,200 276,200 Total debt $ 1,286,072 $ 1,290,704 $ 1,279,975 $ 1,275,321 $ 1,388,576 $ 1,390,410 (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 due to its short term nature (borrowings are typically done in 30 day increments). (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 October 29, 2016, and current estimates of fair value may differ from amounts presented herein. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 29, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. Income Taxes Net deferred taxes are as follows: (in thousands) October 29, January 30, October 31, 2016 2016 2015 Current deferred tax asset $ — $ — $ 36,934 Non-current deferred tax liability 206,124 201,695 209,330 Net deferred tax liability $ 206,124 $ 201,695 $ 172,396 The amounts presented in the table above are reflective of the prospective adoption of Accounting Standards Update 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes,” which called for the presentation of deferred tax assets and deferred tax liabilities as non-current. The Company adopted this standard on a prospective basis during the fourth quarter of Fiscal 2015. Amounts as of October 31, 2015 have not been retrospectively adjusted to reflect the adoption of this standard. Deferred tax liabilities primarily relate to rent expense, intangible assets, and depreciation expense where the Company has a future obligation for tax purposes. As of October 29, 2016, January 30, 2016 and October 31, 2015, valuation allowances amounted to $7.8 million, $7.8 million and $6.2 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 October 29, 2016, the Company had $7.4 million of deferred tax assets recorded for state net operating losses, which will expire between 2016 and 2036. In addition, the Company also determined that a full valuation allowance of $5.5 million, $5.1 million and $5.4 million were required against the tax benefit associated with Puerto Rico deferred tax assets as of October 29, 2016, January 30, 2016 and October 31, 2015, respectively. |
Capital Stock
Capital Stock | 9 Months Ended |
Oct. 29, 2016 | |
Capital Stock [Abstract] | |
Capital Stock | 7. Capital Stock Treasury Stock The Company accounts for treasury stock under the cost method. During the nine month period ended October 29, 2016, the Company acquired 27,859 shares of common stock from employees for approximately $1.8 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock awards. During the first quarter of Fiscal 2016, the Company re-issued 688,880 shares held in its treasury stock pool for re-issuance under the 2006 Management Incentive Plan. As a result of this transaction, the Company reclassified approximately $9.2 million from treasury stock to additional paid-in-capital. Share Repurchase Programs The Company is authorized to repurchase from time to time shares of its outstanding common stock on the open market or in privately negotiated transactions under its repurchase programs. 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 programs 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 programs. During the nine month period ended October 29, 2016, the Company repurchased 2,234,889 shares of its common stock for $150.0 million, inclusive of commissions, under its share repurchase program, which was recorded in the line item “Treasury stock” on the Company’s Condensed Consolidated Balance Sheet. As of October 29, 2016, the Company had $49.6 million available for purchase under its share repurchase program. On November 15, 2016, the Company’s Board of Directors approved the repurchase of up to an additional $200 million of the Company’s common stock. This new repurchase program, which is in addition to the share repurchase program announced by the Company in November 2015, will be funded using the Company’s available cash and is authorized to be executed through November 2018. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Oct. 29, 2016 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 8. Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding. Dilutive net income per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method. (in thousands, except per share data) Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Basic net income per share Net income $ 32,404 $ 15,116 $ 90,312 $ 51,709 Weighted average number of common shares – basic 70,347 74,115 70,757 74,759 Net income per common share – basic $ 0.46 $ 0.20 $ 1.28 $ 0.69 Diluted net income per share Net income $ 32,404 $ 15,116 $ 90,312 $ 51,709 Shares for basic and diluted net income per share: Weighted average number of common shares – basic 70,347 74,115 70,757 74,759 Assumed exercise of stock options and vesting of restricted stock 1,250 1,279 1,245 1,376 Weighted average number of common shares – diluted 71,597 75,394 72,002 76,135 Net income per common share – diluted $ 0.45 $ 0.20 $ 1.25 $ 0.68 Less than 100,000 and approximately 105,000 options to purchase shares of common stock and unvested restricted stock awards were excluded from diluted net income per share for the three and nine month periods ended October 29, 2016, respectively, since their effect was anti-dilutive. Approximately 150,000 and 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 and nine month periods ended October 31, 2015, respectively, since their effect was anti-dilutive. |
Stock Option and Award Plans an
Stock Option and Award Plans and Stock-Based Compensation | 9 Months Ended |
Oct. 29, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Option and Award Plans and Stock-Based Compensation | 9. Stock Option and Award Plans and Stock-Based Compensation The 2006 Management Incentive Plan (the 2006 Plan) terminated on April 12, 2016. As of October 29, 2016, there were 5,888,429 shares of common stock available 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, “ ” With the exception of the special one-time grant of options to purchase shares of common stock to certain members of management made during Fiscal 2013, all options awarded prior to Fiscal 2016 become immediately exercisable upon a change of control; options awarded after Fiscal 2015 become exercisable if the grantee’s employment is terminated without cause or, in some instances, the recipient resigns with good reason, within a certain period of time following a change in control. The vesting of the 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, in some instances, 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 the 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 Nine Months Ended October 29, October 31, October 29, October 31, Type of Non-Cash Stock Compensation 2016 2015 2016 2015 Restricted stock grants (a) $ 2,405 $ 1,623 $ 6,397 $ 4,574 Stock option grants (a) 1,760 1,099 4,809 2,764 Stock option modification (b) 93 257 428 899 Total (c) $ 4,258 $ 2,979 $ 11,634 $ 8,237 (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 May 2013 stock option modification. Amounts are included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. (c) The amounts presented in the table above exclude taxes. For the three and nine month periods ended October 29, 2016, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.5 million and $4.3 million, respectively. For the three and nine month periods ended October 31, 2015, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.1 million and $3.2 million, respectively. As of October 29, 2016, the Company had 2,717,125 options outstanding to purchase shares of common stock under the Plans. Stock option transactions during the nine month period ended October 29, 2016 are summarized as follows: Number of Shares Weighted Average Exercise Price Per Share Options outstanding, January 30, 2016 2,744,671 $ 12.43 Options granted 564,937 55.07 Options exercised (a) (544,731 ) 7.19 Options forfeited (47,752 ) 23.05 Options outstanding, October 29, 2016 2,717,125 $ 22.16 (a) Options exercised during the nine month period ended October 29, 2016 had a total intrinsic value of $32.3 million. The following table summarizes information about the stock options vested and expected to vest during the contractual term as of October 29, 2016: Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value Vested and expected to vest 2,425,834 7.3 $ 21.80 $ 127.4 million The fair value of each stock option granted during the nine month period ended October 29, 2016 was estimated using the Black Scholes option pricing model using the following assumptions: Nine Months Ended October 29, 2016 Risk-free interest rate 1.43% - 1.81% Expected volatility 36.0% - 37.0% Expected life (years) 6.25 Contractual life (years) 10.0 Expected dividend yield 0.0% Weighted average grant date fair value of options issued $ 21.01 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 nine month period ended October 29, 2016 and October 31, 2015, 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 the Company’s common stock has been publicly traded. Restricted Stock Awards Under the Plans, the Company also has the ability to grant shares of restricted stock. During the nine month period ended October 29, 2016, the Company granted 173,113 shares and 80,962 shares of restricted stock under the 2006 Plan and 2013 Plan, respectively. These grants are service-based awards that cliff vest at the end of the requisite service period, which is typically three or 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, in some instances, the recipient resigns with good reason. Restricted stock transactions during the nine month period ended October 29, 2016 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested awards outstanding, January 30, 2016 509,543 $ 45.33 Awards granted 254,075 55.99 Awards vested (a) (82,700 ) 44.70 Awards forfeited (10,178 ) 47.73 Non-vested awards outstanding, October 29, 2016 670,740 $ 49.41 (a) The fair value of each share of restricted stock granted during the nine month period ended October 29, 2016 was based upon the closing price of the Company’s common stock on the date of grant (for awards made under the 2006 Plan) or the closing price of the Company’s common stock on the date prior to the grant date (for awards made under the 2013 Plan). |
Other Liabilities
Other Liabilities | 9 Months Ended |
Oct. 29, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 10. 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 ASC Topic No. 740, “Income Taxes”. Deferred lease incentives are funds received or receivable from landlords used primarily to offset costs incurred for leasehold improvements and fixturing of new and remodeled 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 October 29, 2016, January 30, 2016 and October 31, 2015, deferred lease incentives were $181.3 million, $179.3 million and $165.7 million, respectively, and are recorded in the line item “Other liabilities” on the Company’s Condensed Consolidated Balance Sheets. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 29, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
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. 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. 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 these cases 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 $77.8 million for the remainder of Fiscal 2016 and $324.4 million, $318.7 million, $284.9 million, $257.0 million and $1,246.9 million for the fiscal years ended February 3, 2018, February 2, 2019, February 1, 2020, January 30, 2021 and all subsequent years thereafter, respectively. Total future minimum lease payments include $207.3 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $253.2 million of minimum lease payments for 30 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 $42.0 million, $41.3 million and $45.6 million as of October 29, 2016, January 30, 2016 and October 31, 2015, respectively. Among these arrangements, as of October 29, 2016, January 30, 2016 and October 31, 2015, the Company had letters of credit in the amount of $31.9 million, $32.2 million and $35.3 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 $10.1 million, $9.1 million and $10.3 million at October 29, 2016, January 30, 2016 and October 31, 2015, 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 $383.7 million, $335.4 million and $278.2 million as of October 29, 2016, January 30, 2016 and October 31, 2015, respectively. Purchase Commitments The Company had $706.5 million of purchase commitments related to goods that were not received as of October 29, 2016. 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 | 9 Months Ended |
Oct. 29, 2016 | |
Related Party Transactions [Abstract] | |
Related Parties | 12. Related Parties The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 29, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As of October 29, 2016, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 592 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. These Condensed Consolidated Financial Statements should 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 30, 2016 (Fiscal 2015 10-K). The balance sheet at January 30, 2016 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2015 10-K. Because the Company’s business is seasonal in nature, the operating results for the three and nine month periods ended October 29, 2016 are not necessarily indicative of results for the fiscal year ending January 28, 2017 (Fiscal 2016). Accounting policies followed by the Company are described in Note 1 to the Fiscal 2015 10-K, “Summary of Significant Accounting Policies.” |
Adopted Accounting Standards | Adopted Accounting Standards In April 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2015-03, “Interest—Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs.” This standard requires the presentation of debt issuance costs in the balance sheet as a deduction from the carrying amount of the related debt liability. Further, on August 16, 2015, the FASB issued ASU 2015-15 to clarify the SEC staff’s position on presenting and measuring debt issuance costs incurred in connection with line-of-credit arrangements given the lack of guidance on this topic in ASU 2015-03. The SEC staff has stated that it would “not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement.” These standards become effective for fiscal years beginning after December 15, 2015. The Company adopted these standards during the first quarter of Fiscal 2016 on a retrospective basis. As a result, $8.3 million and $8.7 million of deferred financing costs associated with the Term Loan Facility (as defined in Note 2, “Long Term Debt”) as of January 30, 2016 and October 31, 2015, respectively, have been reclassified and shown as a deduction from the line item “Long term debt” on our Condensed Consolidated Balance Sheets. These amounts were previously recorded in the line item “Other assets” on our Condensed Consolidated Balance Sheets. The remaining deferred financing costs associated with the Company’s ABL Line of Credit (as defined in Note 2, “Long Term Debt”) and interest rate cap contracts continue to be shown in the line item “Other assets” on our Condensed Consolidated Balance Sheets in accordance with ASU 2015-15. |
Pending Accounting Standards | Pending Accounting Standards In May 2014, the FASB issued 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. At its July 9, 2015 meeting, the FASB affirmed its proposal to defer the effective date of this ASU for reporting periods beginning after December 15, 2017, with early adoption permitted for annual reporting periods beginning on or after December 15, 2016, and interim periods within those annual periods. This ASU will be effective for the Company as of the beginning of the fiscal year ended February 2, 2019 (Fiscal 2018). The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its consolidated financial statements In February 2016, the FASB issued ASU 2016-02, “Leases.” The standard’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. This ASU will be effective for the Company as of the beginning of the fiscal year ended February 1, 2020. Early adoption is permitted. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does anticipate that the new guidance will have a significant impact on its consolidated financial statements given its portfolio of lease arrangements. This guidance is not expected, however, to have a material impact on the Company's liquidity. On March 30, 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2016, with early adoption permitted in any interim or annual period. Once adopted, all excess tax benefits and tax deficiencies from stock based compensation will be recognized as income tax expense or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. In addition, any excess tax benefit from stock based compensation will be classified along with other income tax cash flows as an operating activity on the statement of cash flows. Currently, the Company records all excess tax benefits in additional paid-in capital on the balance sheet when the deduction reduces taxes payable and records tax deficiencies in the statement of operations. In addition, the Company currently separates any excess tax benefit from stock based compensation from other income tax cash flows and classifies them as a financing activity on the statement of cash flows with a corresponding offset in operating activities. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements On August 26, 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments.” The primary purpose of this ASU is to reduce the diversity in practice that has resulted from the lack of consistent principles on this topic. This ASU is effective for fiscal years beginning after December 15, 2017. This ASU will be effective for the Company as of the beginning of Fiscal 2018. Early adoption is permitted in any interim or annual period. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its consolidated financial statements On November 17, 2016, the FASB issued ASU 2016-18, “Statement of Cash Flows: Restricted Cash.” The primary purpose of this ASU is to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. This ASU will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017. This ASU will be effective for the Company as of the beginning of Fiscal 2018. Early adoption is permitted in any interim or annual period. The Company is in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, however, it does not anticipate that the new guidance will have a significant impact on its 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 and nine month periods ended October 29, 2016, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of October 29, 2016 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. |
Long Term Debt (Tables)
Long Term Debt (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long term debt consists of: (in thousands) October 29, January 30, October 31, 2016 2016 2015 $1,200,000 senior secured term loan facility (Term B-4 Loans), LIBOR (with a floor of 0.75%) plus 2.75%, matures on August 13, 2021 $ 1,111,772 $ — $ — $1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on July 29, 2016 — 1,112,575 1,112,376 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures August 13, 2019 174,300 167,400 276,200 Capital lease obligations 23,972 24,925 25,231 Unamortized deferred financing costs (5,469 ) (8,334 ) (8,709 ) Total debt 1,304,575 1,296,566 1,405,098 Less: current maturities (1,574 ) (1,403 ) (1,376 ) Long term debt, net of current maturities $ 1,303,001 $ 1,295,163 $ 1,403,722 |
Derivative Instruments and He21
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Fair Value of Company's Derivative Financial Instruments on Gross Basis as well as Classification | The table 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 Liability Derivatives October 29, 2016 January 30, 2016 October 31, 2015 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate cap contracts Other $ 9,957 Other $ 8,415 Other $ 4,331 |
Summary of Unrealized Losses Deferred to Accumulated Other Comprehensive Income | The following table presents the unrealized losses deferred to accumulated other comprehensive income resulting from the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. (in thousands) Three Months Ended Nine Months Ended Interest Rate Cap Contracts: October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015 Unrealized gains (losses), before taxes $ 398 $ (5,597 ) $ (5,090 ) $ (6,965 ) Income tax (expense) benefit (159 ) 2,239 2,036 2,786 Unrealized gains (losses), net of taxes $ 239 $ (3,358 ) $ (3,054 ) $ (4,179 ) |
Reclassification of Losses from Accumulated Other Comprehensive Income into Earnings | The following table presents information about the reclassification of losses from accumulated other comprehensive income into earnings related to the Company’s derivative instruments designated as cash flow hedging instruments for each of the reporting periods. (in thousands) Three Months Ended Nine Months Ended Component of Earnings: October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015 Interest expense $ 738 $ 91 $ 1,434 $ 131 Income tax expense (296 ) (36 ) (574 ) (52 ) Net income $ 442 $ 55 $ 860 $ 79 |
Derivatives Designated as Hedging Instruments | |
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships | As of October 29, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Aggregate Principal Amount Interest Cap Rate Maturity Date Interest rate cap contracts Two $ 800.0 million 1.0% May 31, 2019 |
Accumulated Other Comprehensi22
Accumulated Other Comprehensive Loss (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Loss | The following table details the changes in accumulated other comprehensive loss: (in thousands) Derivative Instruments Balance at January 30, 2016 $ (8,992 ) Unrealized losses, net of related tax benefit of $2.0 million (3,054 ) Amount reclassified into earnings, net of related taxes of $0.6 million 860 Balance at October 29, 2016 $ (11,186 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Fair Value Disclosures [Abstract] | |
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 as of October 29, 2016, January 30, 2016 and October 31, 2015 are summarized below: (in thousands) Fair Value Measurements at October 29, January 30, October 31, 2016 2016 2015 Assets: Level 1 Cash equivalents (including restricted cash) $ 28,153 $ 28,114 $ 28,109 |
Fair Values of Financial Liabilities | The fair values of the Company’s financial liabilities are summarized below: (in thousands) October 29, 2016 January 30, 2016 October 31, 2015 Carrying Amount (b) Fair Value (b) Carrying Amount (b) Fair Value (b) Carrying Amount (b) Fair Value (b) $1,200,000 senior secured term loan facility (Term B-4 Loans), LIBOR (with a floor of 0.75%) plus 2.75%, matures on August 13, 2021 $ 1,111,772 $ 1,116,404 $ — $ — $ — $ — $1,200,000 senior secured term loan facility (Term B-3 Loans), LIBOR (with a floor of 1.0%) plus 3.25%, redeemed in full on July 29, 2016 — — 1,112,575 1,107,921 1,112,376 1,114,210 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures August 13, 2019(a) 174,300 174,300 167,400 167,400 276,200 276,200 Total debt $ 1,286,072 $ 1,290,704 $ 1,279,975 $ 1,275,321 $ 1,388,576 $ 1,390,410 (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 due to its short term nature (borrowings are typically done in 30 day increments). (b) Capital lease obligations are excluded from the table above. |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Income Tax Disclosure [Abstract] | |
Net Deferred Taxes | Net deferred taxes are as follows: (in thousands) October 29, January 30, October 31, 2016 2016 2015 Current deferred tax asset $ — $ — $ 36,934 Non-current deferred tax liability 206,124 201,695 209,330 Net deferred tax liability $ 206,124 $ 201,695 $ 172,396 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted per Common Share | Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding. Dilutive net income per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method. (in thousands, except per share data) Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, 2016 2015 2016 2015 Basic net income per share Net income $ 32,404 $ 15,116 $ 90,312 $ 51,709 Weighted average number of common shares – basic 70,347 74,115 70,757 74,759 Net income per common share – basic $ 0.46 $ 0.20 $ 1.28 $ 0.69 Diluted net income per share Net income $ 32,404 $ 15,116 $ 90,312 $ 51,709 Shares for basic and diluted net income per share: Weighted average number of common shares – basic 70,347 74,115 70,757 74,759 Assumed exercise of stock options and vesting of restricted stock 1,250 1,279 1,245 1,376 Weighted average number of common shares – diluted 71,597 75,394 72,002 76,135 Net income per common share – diluted $ 0.45 $ 0.20 $ 1.25 $ 0.68 |
Stock Option and Award Plans 26
Stock Option and Award Plans and Stock-Based Compensation (Tables) | 9 Months Ended |
Oct. 29, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Non-Cash Stock Compensation Expense | Non-cash stock compensation expense is as follows: (in thousands) Three Months Ended Nine Months Ended October 29, October 31, October 29, October 31, Type of Non-Cash Stock Compensation 2016 2015 2016 2015 Restricted stock grants (a) $ 2,405 $ 1,623 $ 6,397 $ 4,574 Stock option grants (a) 1,760 1,099 4,809 2,764 Stock option modification (b) 93 257 428 899 Total (c) $ 4,258 $ 2,979 $ 11,634 $ 8,237 (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 May 2013 stock option modification. Amounts are included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. (c) The amounts presented in the table above exclude taxes. For the three and nine month periods ended October 29, 2016, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.5 million and $4.3 million, respectively. For the three and nine month periods ended October 31, 2015, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.1 million and $3.2 million, respectively. |
Stock Option Transactions | Stock option transactions during the nine month period ended October 29, 2016 are summarized as follows: Number of Shares Weighted Average Exercise Price Per Share Options outstanding, January 30, 2016 2,744,671 $ 12.43 Options granted 564,937 55.07 Options exercised (a) (544,731 ) 7.19 Options forfeited (47,752 ) 23.05 Options outstanding, October 29, 2016 2,717,125 $ 22.16 (a) Options exercised during the nine month period ended October 29, 2016 had a total intrinsic value of $32.3 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 October 29, 2016: Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value Vested and expected to vest 2,425,834 7.3 $ 21.80 $ 127.4 million |
Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted | The fair value of each stock option granted during the nine month period ended October 29, 2016 was estimated using the Black Scholes option pricing model using the following assumptions: Nine Months Ended October 29, 2016 Risk-free interest rate 1.43% - 1.81% Expected volatility 36.0% - 37.0% Expected life (years) 6.25 Contractual life (years) 10.0 Expected dividend yield 0.0% Weighted average grant date fair value of options issued $ 21.01 |
Award Grant and Vesting Transactions | Restricted stock transactions during the nine month period ended October 29, 2016 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested awards outstanding, January 30, 2016 509,543 $ 45.33 Awards granted 254,075 55.99 Awards vested (a) (82,700 ) 44.70 Awards forfeited (10,178 ) 47.73 Non-vested awards outstanding, October 29, 2016 670,740 $ 49.41 (a) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Oct. 29, 2016USD ($)Store | Jan. 30, 2016USD ($) | Oct. 31, 2015USD ($) |
Accounting Policies [Abstract] | |||
Number of stores | Store | 592 | ||
Deferred finance costs | $ | $ 5,469 | $ 8,334 | $ 8,709 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Debt Instrument [Line Items] | |||
Capital lease obligations | $ 23,972 | $ 24,925 | $ 25,231 |
Unamortized deferred financing costs | (5,469) | (8,334) | (8,709) |
Total debt | 1,304,575 | 1,296,566 | 1,405,098 |
Less: current maturities | (1,574) | (1,403) | (1,376) |
Long term debt, net of current maturities | 1,303,001 | 1,295,163 | 1,403,722 |
Senior Secured Term B-4 Loans | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 1,111,772 | ||
Senior Secured Term B-3 Loans | |||
Debt Instrument [Line Items] | |||
Long Term Debt | 1,112,575 | 1,112,376 | |
ABL senior secured revolving facility | |||
Debt Instrument [Line Items] | |||
Long Term Debt | $ 174,300 | $ 167,400 | $ 276,200 |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | Jul. 29, 2016 | Oct. 29, 2016 | Oct. 31, 2015 | Jan. 30, 2016 |
Senior Secured Term B-4 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, maturity date | Aug. 13, 2021 | |||
Long-Term Debt, face amount | $ 1,200,000 | |||
Senior Secured Term B-3 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, face amount | $ 1,200,000 | $ 1,200,000 | ||
Long-Term Debt, redemption date | Jul. 29, 2016 | Jul. 29, 2016 | ||
ABL senior secured revolving facility | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, maturity date | Aug. 13, 2019 | Aug. 13, 2019 | Aug. 13, 2019 | |
Long-Term Debt, face amount | $ 600,000 | $ 600,000 | $ 600,000 | |
London Interbank Offered Rate Floor | Senior Secured Term B-4 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 0.75% | 0.75% | ||
London Interbank Offered Rate Floor | Senior Secured Term B-3 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 1.00% | 1.00% | ||
London Interbank Offered Rate (LIBOR) | Senior Secured Term B-4 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 2.75% | 2.75% | ||
London Interbank Offered Rate (LIBOR) | Senior Secured Term B-3 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 3.25% | 3.25% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Jul. 29, 2016 | Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | Jan. 30, 2016 |
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 3,805,000 | $ 649,000 | ||||
Senior Secured Term B-4 Loans | Prime Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.75% | 2.25% | ||||
Senior Secured Term B-4 Loans | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 2.75% | 2.75% | ||||
Senior Secured Term B-4 Loans | London Interbank Offered Rate Floor | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 0.75% | 0.75% | ||||
Senior Secured Term B-3 Loans | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, amount outstanding | $ 1,117,000,000 | |||||
Senior Secured Term B-3 Loans | London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 3.25% | 3.25% | ||||
Senior Secured Term B-3 Loans | London Interbank Offered Rate Floor | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, interest rate | 1.00% | 1.00% | ||||
Senior Secured Term B4 And B3 Loan | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 3,800,000 | |||||
Costs related to debt amendments | 1,300,000 | |||||
Deferred financing costs | $ 700,000 | $ 700,000 | ||||
Borrowing, interest rate | 3.50% | |||||
Senior Secured Term B4 And B3 Loan | Write-off in Deferred Financing Costs [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | $ 2,500,000 | |||||
Senior Secured Term B4 And B3 Loan | Write-off of Unamortized Original Issue Discount [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loss on extinguishment of debt | 1,300,000 | |||||
ABL senior secured revolving facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, amount available | 383,700,000 | $ 278,200,000 | 383,700,000 | $ 278,200,000 | ||
Line of Credit Facility, maximum borrowing during period | 300,000,000 | 330,700,000 | 350,000,000 | 330,700,000 | ||
Line of Credit Facility, Average borrowings | $ 201,400,000 | $ 270,200,000 | $ 216,800,000 | $ 199,700,000 | ||
Line of Credit Facility, Average interest rate | 1.80% | 1.60% | 1.80% | 1.60% |
Derivative Instruments And He31
Derivative Instruments And Hedging Activities - Additional Information (Detail) - Interest rate cap | 3 Months Ended | 9 Months Ended |
Oct. 29, 2016USD ($) | Oct. 29, 2016USD ($) | |
Derivative [Line Items] | ||
Ineffective portion of change in fair value of derivatives | $ 0 | $ 0 |
Amounts reported in Accumulated Other Comprehensive Loss to be reclassified to interest expense, during the next twelve months | $ 6,300,000 | $ 6,300,000 |
Outstanding Interest Rate Deriv
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships (Detail) - Cash Flow Hedging - Derivatives Designated as Hedging Instruments - Interest Rate Cap Contract One | 9 Months Ended |
Oct. 29, 2016USD ($)Derivative | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | Derivative | 2 |
Notional Aggregate Principal Amount | $ | $ 800,000,000 |
Interest Cap Rate | 1.00% |
Maturity Date | May 31, 2019 |
Derivative Instruments and He33
Derivative Instruments and Hedging Activities (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Interest rate cap | Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Designated as Hedging Instruments Interest Rate Cap Contracts, Liability at Fair Value | $ 9,957 | $ 8,415 | $ 4,331 |
Summary of Unrealized Losses De
Summary of Unrealized Losses Deferred to Accumulated Other Comprehensive Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Derivative Instruments Gain Loss [Line Items] | ||||
Unrealized gains (losses), net of taxes | $ 239 | $ (3,358) | $ (3,054) | $ (4,179) |
Derivatives Designated as Hedging Instruments | Interest rate cap | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Unrealized gains (losses), before taxes | 398 | (5,597) | (5,090) | (6,965) |
Income tax (expense) benefit | (159) | 2,239 | 2,036 | 2,786 |
Unrealized gains (losses), net of taxes | $ 239 | $ (3,358) | $ (3,054) | $ (4,179) |
Reclassification of Losses from
Reclassification of Losses from Accumulated Other Comprehensive Income into Earnings (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Interest expense | $ (13,159) | $ (14,792) | $ (43,196) | $ (44,192) |
Income tax expense | (17,449) | (9,142) | (52,368) | (32,474) |
Net income | 32,404 | 15,116 | 90,312 | 51,709 |
Reclassification out of accumulated other comprehensive income | Derivatives Designated as Hedging Instruments | Accumulated net gain (loss) from cash flow hedges including portion attributable to noncontrolling interest | Interest rate cap | ||||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||||
Interest expense | 738 | 91 | 1,434 | 131 |
Income tax expense | (296) | (36) | (574) | (52) |
Net income | $ 442 | $ 55 | $ 860 | $ 79 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | $ (8,992) | |||
Unrealized losses, net of related tax benefit of $2.0 million | $ 239 | $ (3,358) | (3,054) | $ (4,179) |
Amount reclassified into earnings, net of related taxes of $0.6 million | 442 | 55 | 860 | 79 |
Ending Balance | (11,186) | $ (5,844) | (11,186) | $ (5,844) |
Derivative Instruments | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Beginning Balance | (8,992) | |||
Unrealized losses, net of related tax benefit of $2.0 million | (3,054) | |||
Amount reclassified into earnings, net of related taxes of $0.6 million | 860 | |||
Ending Balance | $ (11,186) | $ (11,186) |
Changes in Accumulated Other 37
Changes in Accumulated Other Comprehensive Loss (Parenthetical) (Detail) - Derivative Instruments $ in Millions | 9 Months Ended |
Oct. 29, 2016USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Unrealized losses on Interest Rate Cap Contracts, Tax Benefit | $ 2 |
Amount reclassified into earnings on Interest Rate Cap Contracts, Tax | $ 0.6 |
Fair Values of Financial Assets
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Fair Value, Inputs, Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents (including restricted cash) | $ 28,153 | $ 28,114 | $ 28,109 |
Fair Values of Financial Liabil
Fair Values of Financial Liabilities (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | [1] | $ 1,286,072 | $ 1,279,975 | $ 1,388,576 |
Long-Term Debt, Fair Value | [1] | 1,290,704 | 1,275,321 | 1,390,410 |
ABL senior secured revolving facility | ||||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | [1],[2] | 174,300 | 167,400 | 276,200 |
Long-Term Debt, Fair Value | [1],[2] | 174,300 | 167,400 | 276,200 |
Senior secured term loans | Term B-4 Loans | ||||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | [1] | 1,111,772 | ||
Long-Term Debt, Fair Value | [1] | $ 1,116,404 | ||
Senior secured term loans | Term B-3 Loans | ||||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | [1] | 1,112,575 | 1,112,376 | |
Long-Term Debt, Fair Value | [1] | $ 1,107,921 | $ 1,114,210 | |
[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 due to its short term nature (borrowings are typically done in 30 day increments). |
Fair Values of Financial Liab40
Fair Values of Financial Liabilities (Parenthetical) (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Oct. 29, 2016 | Oct. 31, 2015 | Jan. 30, 2016 | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |||
Borrowings increments number of days | 30 days | ||
ABL senior secured revolving facility | |||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |||
Long-Term Debt, maturity date | Aug. 13, 2019 | Aug. 13, 2019 | Aug. 13, 2019 |
Long-Term Debt, face amount | $ 600,000 | $ 600,000 | $ 600,000 |
Term B-3 Loans | Senior secured term loans | |||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |||
Long-Term Debt, face amount | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 |
Long-Term Debt, redemption date | Jul. 29, 2016 | Jul. 29, 2016 | Jul. 29, 2016 |
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% | 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% | 3.25% |
Term B-4 Loans | Senior secured term loans | |||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | |||
Long-Term Debt, maturity date | Aug. 13, 2021 | Aug. 13, 2021 | Aug. 13, 2021 |
Long-Term Debt, face amount | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 |
Term B-4 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 | 0.75% | 0.75% | 0.75% |
Term B-4 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 | 2.75% | 2.75% | 2.75% |
Net Deferred Taxes (Detail)
Net Deferred Taxes (Detail) - USD ($) $ in Thousands | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Income Tax Disclosure [Abstract] | |||
Current deferred tax asset | $ 36,934 | ||
Non-current deferred tax liability | $ 206,124 | $ 201,695 | 209,330 |
Net deferred tax liability | $ 206,124 | $ 201,695 | $ 172,396 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | ||
Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 | |
Income Tax Disclosure [Line Items] | |||
Valuation allowances | $ 7.8 | $ 7.8 | $ 6.2 |
State and local jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Deferred tax asset for net operating loss | $ 7.4 | ||
State and local jurisdiction | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2,016 | ||
State and local jurisdiction | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2,036 | ||
Puerto Rico | |||
Income Tax Disclosure [Line Items] | |||
Valuation allowances | $ 5.5 | $ 5.1 | $ 5.4 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | Nov. 15, 2016 | Apr. 30, 2016 | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Statement Equity Components [Line Items] | |||||
Shares Used for Tax Withholdings (in shares) | 27,859 | ||||
Shares Used for Tax Withholdings | $ 1,800,000 | ||||
Common stock repurchased, value | $ 352,520,000 | $ 209,928,000 | $ 132,389,000 | ||
2015 Stock Repurchase Program | |||||
Statement Equity Components [Line Items] | |||||
Common stock repurchased, shares | 2,234,889 | ||||
Common stock repurchased, value | $ 150,000,000 | ||||
Remaining authorized repurchase amount | 49,600,000 | ||||
Subsequent Event | 2016 Stock Repurchase Program | |||||
Statement Equity Components [Line Items] | |||||
Stock repurchase program, authorized amount | $ 200,000,000 | ||||
Stock repurchase program, authorized execution month and year | 2018-11 | ||||
2006 Plan | |||||
Statement Equity Components [Line Items] | |||||
Treasury stock pool for re-issuance | 688,880 | ||||
Treasury stock to additional paid-in-capital | $ 9,200,000 |
Computation of Basic and Dilute
Computation of Basic and Diluted per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Basic net income per share | ||||
Net income | $ 32,404 | $ 15,116 | $ 90,312 | $ 51,709 |
Weighted average number of common shares – basic | 70,347 | 74,115 | 70,757 | 74,759 |
Net income per common share – basic | $ 0.46 | $ 0.20 | $ 1.28 | $ 0.69 |
Diluted net income per share | ||||
Net income | $ 32,404 | $ 15,116 | $ 90,312 | $ 51,709 |
Weighted average number of common shares – basic | 70,347 | 74,115 | 70,757 | 74,759 |
Assumed exercise of stock options and vesting of restricted stock | 1,250 | 1,279 | 1,245 | 1,376 |
Weighted average number of common shares – diluted | 71,597 | 75,394 | 72,002 | 76,135 |
Net income per common share – diluted | $ 0.45 | $ 0.20 | $ 1.25 | $ 0.68 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Stock Option | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Awards excluded from diluted earnings per share | 100,000 | 150,000 | 105,000 | 100,000 |
Restricted Stock Issuances | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Awards excluded from diluted earnings per share | 100,000 | 150,000 | 105,000 | 100,000 |
Stock Option and Award Plans 46
Stock Option and Award Plans and Stock-Based Compensation - Additional Information (Detail) - $ / shares | 9 Months Ended | |||
Oct. 29, 2016 | Oct. 31, 2015 | Apr. 13, 2016 | Jan. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options granted, exercise price lower range | $ 54.11 | |||
Options granted, exercise price upper range | $ 83.83 | |||
Common stock reserved for options outstanding | 2,717,125 | 2,744,671 | ||
Restricted Stock Issuances | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Percentage of shares vested if change in control | 100.00% | |||
Restricted Stock Issuances | Minimum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service-based awards, service period | 3 years | |||
Restricted Stock Issuances | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service-based awards, service period | 4 years | |||
2006 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant equity awards | 0 | |||
Options granted, exercise price lower range | $ 51.81 | |||
Options granted, exercise price upper range | $ 55.75 | |||
Stock options granted | 533,731 | |||
Unexercised vested options, exercisable period | 60 days | |||
2006 Plan | One Time Grant | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options vesting period | 2 years | |||
2006 Plan | Stock Option | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for options outstanding | 2,717,125 | |||
2006 Plan | Restricted Stock Issuances | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock, granted | 173,113 | |||
2006 Plan | Share Based Compensation Award Tranche One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Service-based awards granted subsequent to offering vesting percentage on each of the first four anniversaries of the grant date | 25.00% | 25.00% | ||
2013 Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of shares available for grant equity awards | 5,888,429 | |||
Stock options granted | 31,206 | |||
2013 Plan | Restricted Stock Issuances | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted stock, granted | 80,962 |
Non-Cash Stock Compensation Exp
Non-Cash Stock Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Non-Cash Stock Compensation | [1] | $ 4,258 | $ 2,979 | $ 11,634 | $ 8,237 |
Restricted Stock Grants | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Non-Cash Stock Compensation | [2] | 2,405 | 1,623 | 6,397 | 4,574 |
Stock Option Grants | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Non-Cash Stock Compensation | [2] | 1,760 | 1,099 | 4,809 | 2,764 |
Stock Option Modification | |||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||||
Non-Cash Stock Compensation | [3] | $ 93 | $ 257 | $ 428 | $ 899 |
[1] | The amounts presented in the table above exclude taxes. For the three and nine month periods ended October 29, 2016, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.5 million and $4.3 million, respectively. For the three and nine month periods ended October 31, 2015, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.1 million and $3.2 million, respectively. | ||||
[2] | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Operations. | ||||
[3] | Represents non-cash compensation related to the May 2013 stock option modification. Amounts are included in the line item “Stock option modification expense” in the Company’s Condensed Consolidated Statements of Operations. |
Non-Cash Stock Compensation E48
Non-Cash Stock Compensation Expense (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 29, 2016 | Oct. 31, 2015 | Oct. 29, 2016 | Oct. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||||
Non-Cash Stock Compensation tax benefit | $ 1.5 | $ 1.1 | $ 4.3 | $ 3.2 |
Stock Option Transactions (Deta
Stock Option Transactions (Detail) | 9 Months Ended | |
Oct. 29, 2016$ / sharesshares | ||
Number of Shares | ||
Options Outstanding at Beginning of Period | shares | 2,744,671 | |
Options Granted | shares | 564,937 | |
Options Exercised | shares | (544,731) | [1] |
Options Forfeited | shares | (47,752) | |
Options Outstanding at End of Period | shares | 2,717,125 | |
Weighted Average Exercise Price Per Share | ||
Options Outstanding at Beginning of Period | $ / shares | $ 12.43 | |
Options Granted | $ / shares | 55.07 | |
Options Exercised | $ / shares | 7.19 | [1] |
Options Forfeited | $ / shares | 23.05 | |
Options Outstanding at End of Period | $ / shares | $ 22.16 | |
[1] | Options exercised during the nine month period ended October 29, 2016 had a total intrinsic value of $32.3 million. |
Stock Option Transactions (Pare
Stock Option Transactions (Parenthetical) (Detail) $ in Millions | 9 Months Ended |
Oct. 29, 2016USD ($) | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share based compensation option exercised total intrinsic value | $ 32.3 |
Stock Options Vested and Expect
Stock Options Vested and Expected to Vest (Detail) $ / shares in Units, $ in Millions | 9 Months Ended |
Oct. 29, 2016USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, vested and expected to vest | shares | 2,425,834 |
Weighted Average Remaining Contractual Life (Years) | 7 years 3 months 18 days |
Weighted Average Exercise Price | $ / shares | $ 21.80 |
Aggregate Intrinsic Value | $ | $ 127.4 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) | 9 Months Ended |
Oct. 29, 2016$ / shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate, minimum | 1.43% |
Risk-free interest rate, maximum | 1.81% |
Expected volatility, minimum | 36.00% |
Expected volatility, maximum | 37.00% |
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 | $ 21.01 |
Award Grant, Vested and Forfeit
Award Grant, Vested and Forfeiture Transactions (Detail) - Non Vested Restricted Stock | 9 Months Ended | |
Oct. 29, 2016$ / sharesshares | ||
Number of Shares | ||
Non-Vested Awards Outstanding at Beginning of Period | shares | 509,543 | |
Awards Granted | shares | 254,075 | |
Awards Vested | shares | (82,700) | [1] |
Awards Forfeited | shares | (10,178) | |
Non-Vested Awards Outstanding at End of Period | shares | 670,740 | |
Weighted Average Grant Date Fair Value Per Awards | ||
Non-Vested Awards Outstanding at Beginning of Period | $ / shares | $ 45.33 | |
Awards Granted | $ / shares | 55.99 | |
Awards Vested | $ / shares | 44.70 | [1] |
Awards Forfeited | $ / shares | 47.73 | |
Non-Vested Awards Outstanding at End of Period | $ / shares | $ 49.41 | |
[1] | Restricted stock awards vested during the nine month period ended October 29, 2016 had a total intrinsic value of $5.3 million. |
Award Grant, Vested and Forfe54
Award Grant, Vested and Forfeiture Transactions (Parenthetical) (Detail) $ in Millions | 9 Months Ended |
Oct. 29, 2016USD ($) | |
Restricted Stock Issuances | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share based compensation awards vested total intrinsic value | $ 5.3 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Oct. 29, 2016 | Jan. 30, 2016 | Oct. 31, 2015 |
Other Liabilities Disclosure [Abstract] | |||
Deferred lease incentives | $ 181.3 | $ 179.3 | $ 165.7 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | Oct. 29, 2016USD ($)Store | Jan. 30, 2016USD ($) | Oct. 31, 2015USD ($) | Nov. 30, 2005USD ($) |
Commitments And Contingencies Disclosure [Line Items] | ||||
Minimum lease payments for operating leases January 28, 2017 | $ 77.8 | |||
Minimum lease payments for operating leases February 3, 2018 | 324.4 | |||
Minimum lease payments for operating leases February 2, 2019 | 318.7 | |||
Minimum lease payments for operating leases February 1, 2020 | 284.9 | |||
Minimum lease payments for operating leases January 30, 2021 | 257 | |||
Minimum lease payments for operating leases thereafter | 1,246.9 | |||
Letters of credit, outstanding amount | 42 | $ 41.3 | $ 45.6 | |
Purchase commitments related to goods or services | 706.5 | |||
Death benefits | $ 1 | |||
Guarantee Performance Under Insurance And Utility Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 31.9 | 32.2 | 35.3 | |
Merchandising Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 10.1 | 9.1 | 10.3 | |
Letter of Credit | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | $ 383.7 | $ 335.4 | $ 278.2 | |
Other Capitalized Property Plant and Equipment | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Number of stores committed to be opened | Store | 30 | |||
Options to Extend Lease Terms | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Minimum lease payments | $ 207.3 | |||
New Stores | Other Capitalized Property Plant and Equipment | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Minimum lease payments | $ 253.2 |