Burlington Stores, Inc. [BURL] Filings

10-Q 1 burl-20241102.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 2, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number 001-36107

BURLINGTON STORES, INC.

(Exact name of registrant as specified in its charter)


Delaware		80-0895227
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2006 Route 130 North Burlington, New Jersey		08016
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (609) 387-7800

Securities registered pursuant to Section 12(b) of the Act:

    Title of each class

    Trading
Symbol(s)

    Name of each exchange on which registered

    Common stock

    BURL

    New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The registrant had 63,481,004 shares of common stock outstanding as of November 2, 2024.

BURLINGTON STORES, INC.

INDEX


		Page
Part I—Financial Information		3

Item 1. Financial Statements (unaudited)		3

Condensed Consolidated Statements of Income - Three and Nine Months Ended November 2, 2024 and October 28, 2023		3

Condensed Consolidated Statements of Comprehensive Income – Three and Nine Months Ended November 2, 2024 and October 28, 2023		4

Condensed Consolidated Balance Sheets – November 2, 2024, February 3, 2024 and October 28, 2023		5

Condensed Consolidated Statements of Cash Flows – Nine Months Ended November 2, 2024 and October 28, 2023		6

Notes to Condensed Consolidated Financial Statements		6

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		21

Item 3. Quantitative and Qualitative Disclosures About Market Risk		36

Item 4. Controls and Procedures		36

Part II—Other Information		37

Item 1. Legal Proceedings		37

Item 1A. Risk Factors		37

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 3. Defaults Upon Senior Securities		37

Item 4. Mine Safety Disclosures		37

Item 5. Other Information		37

Item 6. Exhibits		38

SIGNATURES		39

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(All amounts in thousands, except per share data)


	Three Months Ended						Nine Months Ended
	November 2,			October 28,			November 2,			October 28,
	2024			2023			2024			2023
REVENUES:
Net sales	$	2,526,174		$	2,284,673		$	7,344,685		$	6,587,912
Other revenue		4,522			4,673			13,081			13,197
Total revenue		2,530,696			2,289,346			7,357,766			6,601,109
COSTS AND EXPENSES:
Cost of sales		1,418,143			1,297,805			4,156,989			3,795,661
Selling, general and administrative expenses		893,092			826,822			2,582,299			2,357,736
Costs related to debt amendments		4,553			—			4,553			97
Depreciation and amortization		87,470			76,087			256,094			219,749
Impairment charges - long-lived assets		3,044			814			11,254			6,367
Other income - net		(12,825	)		(12,384	)		(33,179	)		(27,549	)
Loss on extinguishment of debt		1,412			13,630			1,412			38,274
Interest expense		17,769			19,680			51,000			58,570
Total costs and expenses		2,412,658			2,222,454			7,030,422			6,448,905
Income before income tax expense		118,038			66,892			327,344			152,204
Income tax expense		27,441			18,341			84,473			40,013
Net income	$	90,597		$	48,551		$	242,871		$	112,191

Net income per common share:
Common stock - basic	$	1.43		$	0.75		$	3.81		$	1.73
Common stock - diluted	$	1.40		$	0.75		$	3.77		$	1.73
Weighted average number of common shares:
Common stock - basic		63,563			64,707			63,723			64,852
Common stock - diluted		64,619			64,802			64,395			65,024

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(All amounts in thousands)


	Three Months Ended						Nine Months Ended
	November 2,			October 28,			November 2,			October 28,
	2024			2023			2024			2023

Net income	$	90,597		$	48,551		$	242,871		$	112,191
Other comprehensive income, net of tax:
Interest rate derivative contracts:
Net unrealized gain arising during the period		15,895			7,618			14,593			17,029
Net reclassification into earnings during the period		(3,476	)		(1,386	)		(10,166	)		(3,391	)
Other comprehensive income, net of tax		12,419			6,232			4,427			13,638
Total comprehensive income	$	103,016		$	54,783		$	247,298		$	125,829

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(All amounts in thousands, except share and per share data)


	November 2,			February 3,			October 28,
	2024			2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	857,800		$	925,359		$	615,863
Accounts receivable—net		102,872			74,361			91,579
Merchandise inventories		1,440,695			1,087,841			1,329,129
Assets held for disposal		32,444			23,299			23,299
Prepaid and other current assets		256,609			216,164			154,962
Total current assets		2,690,420			2,327,024			2,214,832
Property and equipment—net		2,109,025			1,880,325			1,767,626
Operating lease assets		3,264,632			3,132,768			3,130,574
Tradenames		238,000			238,000			238,000
Goodwill		47,064			47,064			47,064
Deferred tax assets		2,131			2,436			2,870
Other assets		91,588			79,223			92,734
Total assets	$	8,442,860		$	7,706,840		$	7,493,700

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,101,920		$	956,350		$	939,658
Current operating lease liabilities		401,840			411,395			412,303
Other current liabilities		626,860			647,338			588,645
Current maturities of long term debt		170,823			13,703			13,970
Total current liabilities		2,301,443			2,028,786			1,954,576
Long term debt		1,542,712			1,394,942			1,397,618
Long term operating lease liabilities		3,124,116			2,984,794			2,982,549
Other liabilities		74,091			73,793			70,572
Deferred tax liabilities		254,011			227,593			237,909
Commitments and contingencies (Note 11)
Stockholders’ equity:
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: 82,781,089 shares, 82,399,577 shares and 82,354,291 shares, respectively
Outstanding: 63,481,004 shares, 63,964,371 shares and 64,525,262 shares, respectively		8			8			8
Additional paid-in-capital		2,216,224			2,118,356			2,086,798
Accumulated earnings		1,226,935			984,064			756,606
Accumulated other comprehensive income		37,960			33,533			42,386
Treasury stock, at cost		(2,334,640	)		(2,139,029	)		(2,035,322	)
Total stockholders' equity		1,146,487			996,932			850,476
Total liabilities and stockholders' equity	$	8,442,860		$	7,706,840		$	7,493,700

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(All amounts in thousands)


	Nine Months Ended
	November 2,			October 28,
	2024			2023
OPERATING ACTIVITIES
Net income	$	242,871		$	112,191
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		256,094			219,749
Impairment charges—long-lived assets		11,254			6,367
Amortization of deferred financing costs		2,285			2,380
Accretion of long term debt instruments		732			706
Deferred income taxes		25,094			27,254
Loss on extinguishment of debt		1,412			38,274
Non-cash stock compensation expense		69,296			57,792
Non-cash lease expense		(4,891	)		(4,068	)
Cash received from landlord allowances		9,253			7,739
Changes in assets and liabilities:
Accounts receivable		(29,120	)		(20,611	)
Merchandise inventories		(352,854	)		(147,146	)
Prepaid and other current assets		(40,445	)		(23,271	)
Accounts payable		163,738			(20,249	)
Other current liabilities		(22,564	)		17,197
Other long term assets and long term liabilities		376			1,113
Other operating activities		(12,319	)		(5,221	)
Net cash provided by operating activities		320,212			270,196
INVESTING ACTIVITIES
Cash paid for property and equipment		(527,065	)		(304,442	)
Lease acquisition costs		(9,306	)		(20,481	)
Net proceeds from sale of property and equipment and assets held for sale		485			13,639
Net cash used in investing activities		(535,886	)		(311,284	)
FINANCING ACTIVITIES
Proceeds from long term debt—Term Loan Facility		605,843			—
Principal payments on long term debt—Term Loan Facility		(299,472	)		(7,211	)
Proceeds from long term debt— 2027 Convertible Notes		—			297,069
Principal payment on long term debt— 2025 Convertible Notes		—			(386,519	)
Purchase of treasury shares		(194,200	)		(140,482	)
Proceeds from stock option exercises		28,573			13,380
Other financing activities		7,371			1,509
Net cash provided by (used in) financing activities		148,115			(222,254	)
Decrease in cash and cash equivalents		(67,559	)		(263,342	)
Cash and cash equivalents at beginning of period		925,359			879,205
Cash and cash equivalents at end of period	$	857,800		$	615,863
Supplemental disclosure of cash flow information:
Interest paid	$	61,939		$	62,083
Income tax payments - net	$	137,484		$	70,232
Non-cash investing and financing activities:
Finance lease modification	$	(1,523	)	$	—
Accrued purchases of property and equipment	$	93,266		$	98,642

See Notes to Condensed Consolidated Financial Statements.

BURLINGTON STORES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 2, 2024

(Unaudited)

1. Summary of Significant Accounting Policies

Basis of Presentation

As of November 2, 2024, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 1,103 retail stores.

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 February 3, 2024 (Fiscal 2023 10-K). The balance sheet at February 3, 2024 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2023 10-K. Because the Company’s business is seasonal in nature, the operating results for the three and nine month periods ended November 2, 2024 are not necessarily indicative of results for the fiscal year.

Accounting policies followed by the Company are described in Note 1, “Summary of Significant Accounting Policies,” included in Part II, Item 8 of the Fiscal 2023 10-K.

Fiscal Year

The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January 31. Fiscal 2024 is defined as the 52-week year ending February 1, 2025, and Fiscal 2023 is defined as the 53-week year ended February 3, 2024. The first, second, and third quarters of Fiscal 2024 and Fiscal 2023 each consist of 13 weeks.

Recently Adopted Accounting Standards

There were no new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements and notes thereto during the three and nine month periods ended November 2, 2024.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures" (ASU 2023-07) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The standard is effective for annual reporting periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024. The Company is currently evaluating the impact of ASU 2023-07 on its disclosures in the consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and

can be applied on either a prospective or retroactive basis. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures in the consolidated financial statements.

2. Stockholders’ Equity

Activity for the three and nine month periods ended November 2, 2024 and October 28, 2023 in the Company’s stockholders’ equity is summarized below:


	(in thousands, except share data)
	Common Stock				Additional Paid-in		Accumulated		Accumulated Other Comprehensive			Treasury Stock
	Shares		Amount		Capital		Earnings		Income			Shares			Amount			Total
Balance at February 3, 2024		82,399,577	$	8	$	2,118,356	$	984,064	$	33,533			(18,435,206	)	$	(2,139,029	)	$	996,932
Net income		—		—		—		78,514		—			—			—			78,514
Stock options exercised		55,688		—		8,472		—		—			—			—			8,472
Shares used for tax withholding		—		—		—		—		—			(63,407	)		(12,222	)		(12,222	)
Shares purchased as part of publicly announced program, inclusive of $0.4 million related to excise tax		—		—		—		—		—			(312,238	)		(63,769	)		(63,769	)
Vesting of restricted shares		181,607		—		—		—		—			—			—			—
Stock based compensation		—		—		19,107		—		—			—			—			19,107
Unrealized gains on interest rate derivative contracts, net of related taxes of $2.8 million		—		—		—		—		7,735			—			—			7,735
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.2 million		—		—		—		—		(3,343	)		—			—			(3,343	)
Balance at May 4, 2024		82,636,872		8		2,145,935		1,062,578		37,925			(18,810,851	)		(2,215,020	)		1,031,426
Net income		—		—		—		73,760		—			—			—			73,760
Stock options exercised		89,961		—		15,393		—		—			—			—			15,393
Shares used for tax withholding		—		—		—		—		—			(3,790	)		(916	)		(916	)
Shares purchased as part of publicly announced program, inclusive of $0.5 million related to excise tax		—		—		—		—		—			(269,508	)		(61,721	)		(61,721	)
Vesting of restricted shares		19,674		—		—		—		—			—			—			—
Stock based compensation		—		—		24,779		—		—			—			—			24,779
Unrealized losses on interest rate derivative contracts, net of related taxes of $3.3 million		—		—		—		—		(9,037	)		—			—			(9,037	)
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.2 million		—		—		—		—		(3,347	)		—			—			(3,347	)
Balance at August 3, 2024		82,746,507		8		2,186,107		1,136,338		25,541			(19,084,149	)		(2,277,657	)		1,070,337
Net income		—		—		—		90,597		—			—			—			90,597
Stock options exercised		26,519		—		4,707		—		—			—			—			4,707
Shares used for tax withholding		—		—		—		—		—			(2,564	)		(601	)		(601	)
Shares purchased as part of publicly announced program, inclusive of $0.5 million related to excise tax		—		—		—		—		—			(213,372	)		(56,382	)		(56,382	)
Vesting of restricted shares		8,063		—		—		—		—			—			—			—
Stock based compensation		—		—		25,410		—		—			—			—			25,410
Unrealized gains on interest rate derivative contracts, net of related taxes of $5.8 million		—		—		—		—		15,895			—			—

Burlington Stores, Inc. [BURL] Filings
10-Q	[2024-11]
10-Q	[2024-08]
10-Q	[2024-05-30]
10-K	[2024-03-15]
10-Q	[2023-11-21]
10-Q	[2023-08-24]
10-Q	[2023-05-25]
10-K	[2023-03-13]
10-Q	[2022-11-22]
10-Q	[2022-08-25]
10-Q	[2022-05-26]
10-K	[2022-03-16]
10-Q	[2021-11-23]
10-Q	[2021-08-26]
10-Q	[2021-05-27]
10-K	[2021-03-15]
10-Q	[2020-11-24]
10-Q	[2020-08-27]
10-Q	[2020-05-29]
10-K	[2020-03-13]
10-Q	[2019-11-26]
10-Q	[2019-08-29]
10-Q	[2019-06-03]
10-K	[2019-03-20]
10-Q	[2018-11-28]
10-Q	[2018-08-30]
10-Q	[2018-05-31]
10-K	[2018-03-20]
10-Q	[2017-11-21]
10-Q	[2017-08-24]
10-Q	[2017-05-25]
10-K	[2017-03-16]
10-Q	[2016-11-23]
10-Q	[2016-08-25]
10-Q	[2016-05-26]
10-K	[2016-03-15]
10-Q	[2015-11-24]
10-Q	[2015-08-31]
10-Q	[2015-06-09]
10-K	[2015-03-25]
10-Q	[2014-12-09]
10-Q	[2014-09-11]
10-Q	[2014-06-12]
S-1	[2014-04-11]
10-K	[2014-03-31]
10-Q	[2013-12-12]
S-1	[2013-06-27]