View Filing Data

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	May 03, 2014	May 31, 2014
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	May 03, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q1
Trading Symbol	BURL
Entity Registrant Name	BURLINGTON STORES, INC.
Entity Central Index Key	0001579298
Current Fiscal Year End Date	--02-01
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		74,068,067

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	May 03, 2014	Feb. 01, 2014	May 04, 2013
Current Assets:
Cash and Cash Equivalents	$ 69,490	$ 132,984	$ 102,672
Restricted Cash and Cash Equivalents	32,100	32,100	34,800
Accounts Receivable, Net of Allowances for Doubtful Accounts	44,084	35,678	46,362
Merchandise Inventories	707,627	720,052	727,219
Deferred Tax Assets	14,850	13,475	9,337
Prepaid and Other Current Assets	77,537	77,708	74,294
Prepaid Income Taxes	5,326	4,523	7,002
Total Current Assets	951,014	1,016,520	1,001,686
Property and Equipment-Net of Accumulated Depreciation and Amortization	907,772	902,657	871,610
Tradenames	238,000	238,000	238,000
Favorable Leases-Net of Accumulated Amortization	285,933	292,553	313,200
Goodwill	47,064	47,064	47,064
Other Assets	117,976	124,298	122,640
Total Assets	2,547,759	2,621,092	2,594,200
Current Liabilities:
Accounts Payable	575,912	542,987	630,660
Other Current Liabilities	249,188	301,803	221,575
Current Maturities of Long Term Debt	1,070	59,026	9,737
Total Current Liabilities	826,170	903,816	861,972
Long Term Debt	1,366,414	1,369,159	1,671,658
Other Liabilities	255,456	255,877	230,661
Deferred Tax Liabilities	235,986	242,708	251,167
Commitments and Contingencies (Notes 3, 4, 7, 10, 11 and 12)
Common Stock, Class L (Notes 8 and 9)			1,034,729
Stockholders' Deficit:
Preferred Stock, $0.0001 Par Value: Authorized: 50,000,000 shares; no shares issued and outstanding at May 3, 2014
Common Stock, $0.0001 Par Value: Authorized: 500,000,000 shares at May 3, 2014 and February 1, 2014 and 568,416,244 shares at May 4, 2013 Issued: 74,712,389 shares at May 3, 2014, 74,218,275 shares at February 1, 2014 and 517,979,682 shares at May 4, 2013 Outstanding: 74,060,779 shares at May 3, 2014, 73,686,524 shares at February 1, 2014 and 513,167,094 shares at May 4, 2013	7	7	47
Additional Paid-In-Capital	1,351,772	1,346,259
Accumulated Deficit	(1,480,635)	(1,492,409)	(1,456,030)
Treasury Stock at Cost	(7,411)	(4,325)	(4)
Total Stockholders' Deficit	(136,267)	(150,468)	(1,455,987)
Total Liabilities and Stockholders' Deficit	$ 2,547,759	$ 2,621,092	$ 2,594,200

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	May 03, 2014	Feb. 01, 2014	May 04, 2013
Preferred Stock, par value	$ 0.0001
Preferred Stock, authorized	50,000,000
Preferred Stock, issued
Preferred Stock, outstanding
Common Stock, Par Value	$ 0.0001	$ 0.0001	$ 0.0001
Common Stock, Authorized	500,000,000	500,000,000	568,416,244
Common Stock, Shares Issued	74,712,389	74,218,275	517,979,682
Common Stock, Shares Outstanding	74,060,779	73,686,524	513,167,094

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	May 03, 2014	May 04, 2013
REVENUES:
Net Sales	$ 1,128,269	$ 1,065,013
Other Revenue	7,589	7,976
Total Revenue	1,135,858	1,072,989
COSTS AND EXPENSES:
Cost of Sales	698,461	667,653
Selling and Administrative Expenses	347,021	327,704
Costs Related to Debt Amendments and Secondary Offering	424	8,854
Stock Option Modification Expense	828
Restructuring and Separation Costs (Note 4)		1,625
Depreciation and Amortization	41,208	43,992
Impairment Charges - Long-Lived Assets	19	51
Other Income, Net	(1,896)	(2,546)
Loss on Extinguishment of Debt	3,681
Interest Expense (Inclusive of Gain (Loss) on Interest Rate Cap Agreements)	26,552	34,303
Total Costs and Expenses	1,116,298	1,081,636
Income (Loss) Before Income Tax Expense (Benefit)	19,560	(8,647)
Income Tax Expense (Benefit)	7,786	(3,084)
Net Income (Loss)	11,774	(5,563)
Total Comprehensive Income (Loss)	11,774	(5,563)
Class L Preference Amount		(40,972)
Net Income (Loss) Attributable to Common Stockholders	11,774	(46,535)
Allocation of Net Income (Loss) to Common Stockholders-Basic	$ 11,774	$ (46,535)
Net Income (Loss) Per Share-Basic	$ 0.16	$ (0.09)
Allocation of Net Income (Loss) to Common Stockholders-Diluted	$ 11,774	$ (46,990)
Net Income (Loss) Per Share-Diluted	$ 0.16	$ (0.09)
Weighted Average Number of Shares-Basic	73,646	512,672
Weighted Average Number of Shares-Diluted	75,469	512,672
Class L Common Stock
COSTS AND EXPENSES:
Allocation of Net Income (Loss) to Common Stockholders-Basic		$ 40,972
Net Income (Loss) Per Share-Basic		$ 7.91
Allocation of Net Income (Loss) to Common Stockholders-Diluted		$ 40,972
Net Income (Loss) Per Share-Diluted		$ 7.91
Weighted Average Number of Shares-Basic		5,179
Weighted Average Number of Shares-Diluted		5,179

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands

3 Months Ended

May 03, 2014

May 04, 2013

OPERATING ACTIVITIES

Net Income (Loss)

$ 11,774

$ (5,563)

Adjustments to Reconcile Net Income (Loss) to Net Cash Provided by Operating Activities:

Depreciation and Amortization

41,208

43,992

Amortization of deferred financing costs

2,229

2,043

Impairment Charges - Long-Lived Assets

Accretion of Senior Notes

571

795

Interest Rate Cap Contracts-Adjustment to Market

Provision for Losses on Accounts Receivable

Deferred Income Tax (Benefit)

(8,098)

(5,376)

Loss (Gain) on Disposition of Fixed Assets and Leasehold Improvements

194

(39)

Non-Cash Loss on Extinguishment of Debt-Write-off of Deferred Financing Costs and Original Issue Discount

2,521

Non-cash stock compensation expense

^[1]

1,367

510

Non-Cash Rent Expense

(5,539)

(3,285)

Deferred Rent Incentives

8,729

7,386

Excess Tax Benefit (Expense) from Stock Based Compensation

3,404

(64)

Insurance Recoveries

830

Changes in Assets and Liabilities:

Accounts Receivable

(10,438)

(7,338)

Merchandise Inventories

12,425

(47,029)

Prepaid and Other Current Assets

(632)

(7,835)

Accounts Payable

32,925

130,254

Other Current Liabilities

(46,511)

(14,702)

Other Long Term Assets and Long Term Liabilities

736

979

Net Cash Provided by Operating Activities

46,922

95,703

INVESTING ACTIVITIES

Cash Paid for Property and Equipment

(45,985)

(29,764)

Proceeds from Sale of Property and Equipment and Assets Held for Sale

108

114

Net Cash Used in Investing Activities

(45,877)

(29,650)

FINANCING ACTIVITIES

Proceeds from Long Term Debt-ABL Line of Credit

115,000

155,000

Principal Payments on Long Term Debt-ABL Line of Credit

(115,000)

(155,000)

Principal Payments on Long Term Debt-Term Loan

(3,955)

Proceeds from Long Term Debt-Holdco Notes

343,000

Principal Payments on Long Term Debt-Holdco Notes

(58,000)

Repayment of Capital Lease Obligations

(240)

(253)

Payment of Dividends

(336,000)

Purchase of Treasury Shares

(3,086)

Proceeds from Stock Option Exercises and Related Tax Benefits

742

Deferred Financing Costs

(13,528)

Net Cash Used in Financing Activities

(64,539)

(6,717)

(Decrease) Increase in Cash and Cash Equivalents

(63,494)

59,336

Cash and Cash Equivalents at Beginning of Period

132,984

43,336

Cash and Cash Equivalents at End of Period

69,490

102,672

Supplemental Disclosure of Cash Flow Information:

Interest Paid

39,515

35,797

Net Income Tax Payments

35,193

1,150

Non-Cash Investing Activities:

Accrued Purchases of Property and Equipment

$ 14,763

10,427

Acquisition of Capital Lease

$ 1,538

[1]	The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively.

Summary of Significant Accounting Policies

3 Months Ended

May 03, 2014

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Basis of Presentation

As of May 3, 2014, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 523 retail stores, inclusive of an internet store.

These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (Fiscal 2013 10-K). The balance sheet at February 1, 2014 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2013 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 3, 2014 are not necessarily indicative of results for the fiscal year ending January 31, 2015 (Fiscal 2014).

Accounting policies followed by the Company are described in Note 1 to the Fiscal 2013 10-K.

On February 28, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-04, “Joint and Several Obligations” (ASU 2013-04). In accordance with ASU 2013-04, an entity is required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Required disclosures include a description of the joint and several arrangements and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 became effective for all annual and interim periods in fiscal years beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations.

In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU 2013-11 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations.

In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08). ASU 2014-08 is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or are expected to have a major effect on an entity’s operations and financial results. Such a shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of the entity. ASU 2014-08 also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. ASU 2014-08 requires expanded disclosures for discontinued operations and new disclosures for individually material disposals that do not meet the definition of a discontinued operation. The Company has early adopted ASU 2014-08 effective February 2, 2014. ASU 2014-08 did not have a material impact on the Company’s financial position or results of operations.

There were no other new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements during the three month period ended May 3, 2014, and there were no new accounting standards or pronouncements that were issued but not yet effective as of May 3, 2014 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective.

Initial Public Offering

Prior to the Company’s initial public offering, which was completed on October 7, 2013 (the Offering), each outstanding share of Class A common stock was automatically cancelled and then each outstanding share of Class L common stock was automatically converted into one share of Class A common stock. The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within these Condensed Consolidated Financial Statements gives effect to the stock split.

Secondary Offering

On April 28, 2014, the Company commenced a public secondary offering of its common stock (the Secondary Offering). On May 6, 2014, the Company closed the Secondary Offering, in which 12,000,000 shares of common stock were sold by certain of the Company’s stockholders. In connection with the Secondary Offering, the selling stockholders granted the underwriters, and the underwriters subsequently exercised, an option to purchase 1,800,000 additional shares of common stock. All of the shares sold in the Secondary Offering were offered by selling stockholders. The Company did not receive any of the proceeds from the Secondary Offering.

Stockholders' Deficit

3 Months Ended

May 03, 2014

Stockholders' Deficit

2. Stockholders’ Deficit

Activity for the three month periods ended May 3, 2014 and May 4, 2013 in the Company’s stockholders’ deficit are summarized below:


	*(in thousands, except share data)*
	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Treasury Stock						Total
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Shares			Amount			Total

Balance at February 1, 2014		74,218,275	$	7	$	1,346,259	$	(1,492,409	)		(531,751	)	$	(4,325	)	$	(150,468	)
Net Income		—		—		—		11,774			—			—			11,774
Stock Options Exercised and Related Tax Benefits of $3.4 million		419,980		—		4,146		—			—			—			4,146
Shares Used for Tax Withholding		—		—		—		—			(119,859	)		(3,086	)		(3,086	)
Issuance of Restricted Shares and Stock Option Compensation		74,134		—		1,367		—			—			—			1,367

Balance at May 3, 2014		74,712,389	$	7	$	1,351,772	$	(1,480,635	)		(651,610	)	$	(7,411	)	$	(136,267	)


	*(in thousands, except share data)*
	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Treasury Stock						Total
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares			Amount			Total

Balance at February 2, 2013		517,979,682	$	47	$	—		$	(1,109,501	)		(4,812,588	)	$	(4	)	$	(1,109,458	)
Net Loss		—		—		—			(5,563	)		—			—			(5,563	)
Accretion of Class L Preferred Return		—		—		(554	)		(38,566	)		—			—			(39,120	)
Stock Options Exercised and Related Tax Benefits		—		—		64			—			—			—			64
Issuance of Restricted Shares and Stock Option Compensation		—		—		490			—			—			—			490
Dividend		—		—		—			(302,400	)		—			—			(302,400	)

Balance at May 4, 2013		517,979,682	$	47	$	—		$	(1,456,030	)		(4,812,588	)	$	(4	)	$	(1,455,987	)

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Long Term Debt

3 Months Ended

May 03, 2014

Long Term Debt

3. Long Term Debt

Long term debt consists of:


	*(in thousands)*
	May 3, 2014			February 1, 2014			May 4, 2013
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017.	$	825,369		$	828,839		$	863,572
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from August 15, 2014 to February 15, 2019.		450,000			450,000			450,000
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from August 15, 2014 to February 15, 2018		69,156			126,147			343,306
Capital Lease Obligations		22,959			23,199			24,517

Total debt		1,367,484			1,428,185			1,681,395
Less: current maturities		(1,070	)		(59,026	)		(9,737	)

Long-term debt, net of current maturities	$	1,366,414		$	1,369,159		$	1,671,658

$1 Billion Senior Secured Term Loan Facility

On February 24, 2011, the Company entered into a $1.0 billion senior secured term loan facility (the Term Loan Facility). The Term Loan Facility was issued pursuant to a new credit agreement (Term Loan Credit Agreement), dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the Term Loan Administrative Agent) and as collateral agent, the lenders party thereto, J.P. Morgan Securities LLC and Goldman Sachs Lending Partners LLC, as joint bookrunners and J.P. Morgan Securities LLC, Goldman Sachs Lending Partners LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities, LLC, as joint arrangers, governing the terms of the Term Loan Facility.

On May 16, 2012, the Company entered into Amendment No. 1 (First Amendment) to the Term Loan Credit Agreement, which, among other things, reduced the applicable margin on the interest rates applicable to the Term Loan Facility by 50 basis points. To accomplish this interest rate reduction, the First Amendment provided for a replacement of the previously outstanding $950.5 million principal amount of term B loans (Term B Loans) with a like aggregate principal amount of term B-1 loans (Term B-1 loans). The Company offered existing term loan lenders the option to convert their Term B Loans into Term B-1 Loans on a non-cash basis. The $119.3 million of Term B Loans held by existing lenders electing not to convert their Term B Loans into Term B-1 Loans were prepaid in full on the effective date of the First Amendment from the proceeds of new Term B-1 Loans. The Term B-1 Loans have the same maturity date that was applicable to the Term B Loans. The Term Loan Credit Agreement provisions relating to the representations and warranties, covenants and events of default applicable to the Company and the guarantors were not modified by the First Amendment. As a result of the First Amendment, mandatory quarterly payments of $2.4 million were payable as of the last day of each quarter beginning with the quarter ended July 28, 2012. The Company elected to make prepayments of $9.5 million in May 2012 and $70.0 million in January 2013, all of which offset the mandatory quarterly payments through the maturity date.

On February 15, 2013, BCFWC entered into Amendment No. 2 (Second Amendment) to the Term Loan Credit Agreement. The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries to use the “available amount” to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC’s consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied. In connection with the Second Amendment, the Company incurred a $1.6 million amendment fee that was capitalized and included in the line item “Other Assets” on the Company’s Condensed Consolidated Balance Sheets. Additionally, the Company incurred $8.9 million of additional fees, inclusive of an $8.6 million fee payable to Bain Capital, for various consulting and advisory services. These fees are included in the line item “Costs Related to Debt Amendments and Secondary Offering” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

On May 17, 2013, BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC’s consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points. The Third Amendment was accomplished by replacing the outstanding $871.0 million principal amount of the Term B-1 Loans with a like aggregate principal amount of term B-2 loans (the Term B-2 Loans). The Term B-2 Loans have the same maturity date that was applicable to the Term B-1 Loans. The Term Loan Credit Agreement provisions relating to the representations and warranties, covenants and events of default applicable to the Company and the guarantors were not modified by the Third Amendment. As a result of the Third Amendment, mandatory quarterly payments of $2.2 million were payable as of the last day of each quarter. In January 2014, the Company elected to make a prepayment of $30.0 million, which offset the mandatory quarterly payments through the maturity date.

Based on our excess cash flow calculation as of February 1, 2014, the Company was required to make an additional payment of $4.0 million on the Term Loan Facility during the first quarter of Fiscal 2014. In accordance with Topic No. 470, the Company recognized a loss on the extinguishment of debt of $0.1 million, representing the write off of deferred financing costs and unamortized original issue discount, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

The Term Loan Facility contains financial, affirmative and negative covenants and requires that BCFWC, exclusive of subsidiaries (referred to herein as BCFW), among other things, maintain on the last day of each fiscal quarter a consolidated leverage ratio not to exceed a maximum amount and maintain a consolidated interest coverage ratio of at least a certain amount. The consolidated leverage ratio compares total debt to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios may not exceed 5.50 to 1 through November 1, 2014; 5.00 to 1 through October 31, 2015; and 4.75 to 1 at January 30, 2016 and thereafter. The consolidated interest coverage ratio compares consolidated interest expense to Covenant EBITDA, as each term is defined in the Term Loan Credit Agreement, for the trailing twelve months, and such ratios must exceed 2.00 to 1 through October 31, 2015; and 2.10 to 1 at January 30, 2016 and thereafter. The consolidated leverage ratio and interest coverage ratio as of May 3, 2014 were 4.0 and 3.8, respectively.

Covenant EBITDA is a non-GAAP financial measure of the Company’s liquidity. Covenant EBITDA starts with BCFWC’s consolidated net income (loss) for the period and adds back (i) depreciation, amortization, impairments and other non-cash charges that were deducted in arriving at consolidated net income (loss), (ii) the provision (benefit) for taxes, (iii) interest expense, (iv) advisory fees, and (v) unusual, non-recurring or extraordinary expenses, losses or charges as reasonably approved by the administrative agent for such period. Covenant EBITDA is used to calculate the consolidated leverage ratio and the interest coverage ratio. Covenant EBITDA provides management, including the Company’s chief operating decision maker, with helpful information with respect to its operations such as its ability to meet its future debt service, fund its capital expenditures and working capital requirements, and comply with various covenants in each indenture governing its outstanding notes and the credit agreements governing its senior secured credit facilities which are material to its financial condition and financial statements.

The interest rates for the Term Loan Facility are based on: (i) for LIBO rate loans for any interest period, at a rate per annum equal to the greater of (x) the LIBO rate, as determined by the Term Loan Facility Administrative Agent, for such interest period multiplied by the Statutory Reserve Rate (as defined in the Term Loan Credit Agreement) and (y) 1.00% (the Term Loan Adjusted LIBO Rate), plus an applicable margin; and (ii) for prime rate loans, a rate per annum equal to the highest of (a) the variable annual rate of interest then announced by JPMorgan Chase Bank, N.A. at its head office as its “prime rate,” (b) the federal funds rate in effect on such date plus 0.50% per annum, and (c) the Term Loan Adjusted LIBO Rate for the applicable class of term loans for one-month plus 1.00%, plus, in each case, an applicable margin. At May 3, 2014 and May 4, 2013, the Company’s borrowing rates related to the Term Loan Facility were 4.3% and 5.5%, respectively.

$450 Million Senior Notes

On February 24, 2011, BCFW issued $450.0 million aggregate principal amount of 10% Senior Notes due 2019 at an issue price of 100% (the Senior Notes). The Senior Notes were issued pursuant to an indenture, dated February 24, 2011, among BCFWC, the guarantors signatory thereto, and Wilmington Trust FSB.

The Senior Notes are senior unsecured obligations of BCFW and are guaranteed on a senior basis by Burlington Coat Factory Investments Holdings, Inc. and each of BCFW’s U.S. subsidiaries to the extent such guarantor is a guarantor of BCFW’s obligations under the Term Loan Facility. Interest is payable on the Senior Notes on each February 15 and August 15.

$350 Million Senior Notes

On February 20, 2013, Burlington Holdings, LLC (Holdings LLC) and Burlington Holdings Finance, Inc. (collectively the Issuers), completed the offering of $350.0 million aggregate principal amount of Senior Notes due 2018 (Holdco Notes) at an issue price of 98.00%. The Holdco Notes are senior unsecured obligations of the Issuers, which are not obligors or guarantors under the Term Loan Facility or the indenture governing the Senior Notes.

The Holdco Notes mature on February 15, 2018. Interest on the Holdco Notes is payable entirely in cash, unless certain conditions are satisfied, in which case the Issuers will be entitled to pay, to the extent described in the indenture governing the Holdco Notes, interest by increasing the principal amount or by issuing new notes (such increase being referred to herein as PIK interest). Cash interest accrues at the rate of 9.00% per annum and PIK interest will accrue at the rate of 9.75% per annum and is payable semi-annually in arrears on February 15 and August 15 of each year. Interest is computed on the basis of a 360-day year comprised of twelve 30-day months.

The indenture governing the Holdco Notes contains covenants that, among other things, restrict the ability of Holdings LLC and certain of its subsidiaries to (i) incur, assume or guarantee additional indebtedness; (ii) pay dividends or redeem or repurchase capital stock; (iii) make other restricted payments; (iv) incur liens; (v) redeem debt that is junior in right of payment to the notes; (vi) sell or otherwise dispose of assets, including capital stock of subsidiaries; (vii) enter into mergers or consolidations; and (viii) enter into transactions with affiliates. These covenants are subject to a number of important exceptions and qualifications. In addition, in certain circumstances, if the Issuers sell assets or experience certain changes of control, they must offer to purchase the Holdco Notes.

The Company used the net proceeds from the offering of the Holdco Notes to pay, in February 2013, a special cash dividend of $336.0 million, in the aggregate, payable in accordance with the Company’s charter to the then-current holders of the Company’s Class L and Class A common stock.

On November 7, 2013, the Issuers redeemed $221.8 million aggregate principal amount of the Holdco Notes.

On April 4, 2014, the Issuers redeemed $58.0 million aggregate principal amount of the Holdco Notes. In accordance with ASC Topic No. 405-20, “Extinguishments of Liabilities,” the Company recognized a loss on the extinguishment of long-term debt of $3.6 million representing approximately $1.2 million in redemption premiums and the write off of approximately $1.5 million and $0.9 million in deferred financing costs and unamortized original issue discount, respectively, which is recorded in the line item “Loss on Extinguishment of Debt” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

ABL Line of Credit

On September 2, 2011, the Company completed an amendment and restatement of the credit agreement governing the Company’s $600.0 million ABL Line of Credit, which, among other things, extended the maturity date to September 2, 2016. The aggregate amount of commitments under the amended and restated credit agreement is $600.0 million and, subject to the satisfaction of certain conditions, the Company may increase the aggregate amount of commitments up to $900.0 million. Interest rates under the amended and restated credit agreement are based on LIBO rates as determined by the administrative agent plus an applicable margin of 1.75% to 2.25% based on daily availability, or various prime rate loan options plus an applicable margin of 0.75% to 1.25% based on daily availability. The fee on the average daily balance of unused loan commitments is 0.375%. The ABL Line of Credit is collateralized by a first lien on the Company’s inventory and receivables and a second lien on the Company’s real estate and property and equipment.

At May 3, 2014, the Company had $508.2 million available under the ABL Line of Credit and no outstanding borrowings. The maximum borrowings under the facility during the three month period ended May 3, 2014 amounted to $75.0 million. Average borrowings during the three month period ended May 3, 2014 amounted to $8.9 million, at an average interest rate of 1.9%.

At May 4, 2013, the Company had $484.8 million available under the ABL Line of Credit and no outstanding borrowings. The maximum borrowings under the facility during the three month period ended May 4, 2013 amounted to $125.0 million. Average borrowings during the three month period ended May 4, 2013 amounted to $24.5 million, at an average interest rate of 2.0%. There was no outstanding balance under the ABL Line of Credit at February 1, 2014.

As of May 3, 2014, the Company was in compliance with all of its debt covenants. The credit agreements governing the ABL Line of Credit and the Senior Secured Term Loan Facility, as well as the indenture governing the Senior Notes, contain covenants that, among other things, limit the Company’s ability, and the ability of the Company’s restricted subsidiaries, to pay dividends on, redeem or repurchase capital stock; make investments; incur additional indebtedness or issue preferred stock; create liens; permit dividends or other restricted payments by the Company’s subsidiaries; sell all or substantially all of the Company’s assets or consolidate or merge with or into other companies; and engage in transactions with affiliates.

The Company had $26.3 million, $30.1 million and $36.4 million in deferred financing costs, net of accumulated amortization, as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively, related to its debt instruments recorded in the line item “Other Assets” on the Company’s Condensed Consolidated Balance Sheets. Amortization of deferred financing costs amounted to $2.2 million and $2.0 million for the three month periods ended May 3, 2014 and May 4, 2013, respectively, and is included in the line item “Interest Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). During the three months ended May 3, 2014, the Company wrote off $1.5 million deferred financing costs related to the April 4, 2014 redemption of the Holdco Notes and $0.1 million related to the $4.0 million excess cash flow Term Loan Repayment.

Restructuring and Separation

3 Months Ended

May 03, 2014

Restructuring and Separation

4. Restructuring and Separation

The Company accounts for restructuring and separation costs in accordance with ASC Topic No. 420, “Exit or Disposal Cost Obligations.” In an effort to improve workflow efficiencies and realign certain responsibilities, the Company effected a reorganization of certain positions within its field and corporate locations. There were no severance charges recorded during the three month period ended May 3, 2014. During the three month period ended May 4, 2013, severance charges of $1.6 million were recorded in the line item “Restructuring and Separation Costs” in the Company’s Condensed Consolidated Statement of Operations and Comprehensive Income (Loss).

The table below summarizes the charges and payments related to the Company’s restructuring and separation costs, which are included in the line items “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheets as of May 3, 2014 and May 4, 2013:


	*(in thousands)*
	February 1, 2014		Charges		Cash Payments			Other		May 3, 2014
Severance – Separation Cost	$	233	$	—	$	(172	)	$	—	$	61


	*(in thousands)*
	February 2, 2013		Charges		Cash Payments			Other		May 4, 2013
Severance – Restructuring	$	—	$	758	$	(127	)	$	—	$	631
Severance – Separation Cost		597		867		(420	)		—		1,044

Total	$	597	$	1,625	$	(547	)	$	—	$	1,675

Fair Value Measurements

3 Months Ended

May 03, 2014

Fair Value Measurements

5. Fair Value Measurements

The Company accounts for fair value measurements in accordance with ASC Topic No. 820, “Fair Value Measurements and Disclosures,” (Topic No. 820) which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. Topic No. 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy:


Level 1:		Quoted prices for identical assets or liabilities in active markets.

Level 2:		Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3:		Pricing inputs that are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities.

The inputs into the determination of fair value require significant management judgment or estimation.

Financial Assets

The Company’s financial assets as of May 3, 2014, February 1, 2014 and May 4, 2013 included cash equivalents and interest rate cap agreements. The Company’s financial assets as of May 4, 2013 also included a note receivable. The Company’s financial liabilities are discussed below. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. The fair values of the interest rate cap agreements are determined using quotes that are based on models whose inputs are observable LIBOR forward interest rate curves. To comply with the provisions of Topic No. 820, the Company incorporates credit valuation adjustments to appropriately reflect both the Company’s non-performance risk and the respective counterparty’s non-performance risk in the fair value measurements. In adjusting the fair value of the Company’s interest rate cap agreements for the effect of non-performance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. As a result, the Company has determined that the inputs used to value this investment fall within Level 2 of the fair value hierarchy.

The fair value of the note receivable was based on a discounted cash flow analysis whose inputs are unobservable, and therefore it fell within Level 3 of the fair value hierarchy.

The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below:


	*(in thousands)*
	Fair Value Measurements at
	May 3, 2014		February 1, 2014		May 4, 2013
Assets:
Level 1
Cash equivalents (including restricted cash)	$	32,326	$	32,324	$	34,985
Level 2
Interest rate cap agreements(a)	$	—	$	1	$	9
Level 3
Note Receivable(b)	$	—	$	—	$	385

(a)	Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 6 of the Company’s Condensed Consolidated Financial Statements, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements).

(b)	As of May 4, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013.

Financial Liabilities

The fair value of the Company’s debt as of May 3, 2014, February 1, 2014 and May 4, 2013 is noted in the table below:


	*(in thousands)*
	May 3, 2014				February 1, 2014				May 4, 2013
	Carrying Amount (b)		Fair Value (b)		Carrying Amount (b)		Fair Value (b)		Carrying Amount (b)		Fair Value (b)
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017	$	825,369	$	830,871	$	828,839	$	836,091	$	863,572	$	876,526
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019		450,000		497,250		450,000		501,458		450,000		504,563
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from August 15 to February 15, 2018		69,156		70,667		126,147		128,512		343,306		357,038

Total debt	$	1,344,525	$	1,398,788	$	1,404,986	$	1,466,061	$	1,656,878	$	1,738,127

(a)	The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate.

(b)	Capital lease obligations are excluded from the table above.

The fair values presented herein are based on pertinent information available to management as of the respective period end dates. The estimated fair values of the Company’s debt are classified as Level 2 in the fair value hierarchy. Although management is not aware of any factors that could significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these Condensed Consolidated Financial Statements since May 3, 2014, and current estimates of fair value may differ from amounts presented herein.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Derivative Instruments and Hedging Activities

3 Months Ended

May 03, 2014

Derivative Instruments and Hedging Activities

6. Derivative Instruments and Hedging Activities

As of May 3, 2014, February 1, 2014 and May 4, 2013, the Company was party to two outstanding interest rate cap agreements to manage the interest rate risk associated with future interest payments on variable-rate debt.

The Company accounts for derivatives and hedging activities in accordance with ASC Topic No. 815 “Derivatives and Hedging” (Topic No. 815). The Company is exposed to certain risks relating to its ongoing business operations, including market risks relating to fluctuations in interest rates. The Company’s Term Loan Facility and ABL Line of Credit contain floating rate obligations and are subject to interest rate fluctuations. The Company uses interest rate cap agreements, which are designated as economic hedges, to manage interest rate risk associated with the Company’s variable-rate borrowings and to minimize the negative impact of interest rate fluctuations on its earnings and cash flows, thus reducing the Company’s exposure to variability in expected future cash flows. Topic No. 815 requires recognition of all derivative instruments as either assets or liabilities at fair value in the statement of financial position. Interest rate cap agreements are recorded at a fair value and adjusted to market on a quarterly basis. Gains or losses associated with the interest rate cap agreements are recorded in the line item “Interest Expense” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and in the line item “Interest Rate Cap Agreement – Adjustment to Market” on the Company’s Condensed Consolidated Statements of Cash Flows. The Company’s two interest rate cap agreements each have a notional principal amount of $450.0 million, a cap rate of 7% and terminate on May 31, 2015.

(in thousands)

Fair Values of Derivative Instruments

Asset Derivatives

May 3, 2014

February 1, 2014

May 4, 2013

Derivatives Not Designated as Hedging Instruments

Under Topic No. 815

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Assets

—

Other Assets

(in thousands)

Fair Values of Derivative Instruments

Liability Derivatives

May 3, 2014

February 1, 2014

May 4, 2013

Derivatives Not Designated as Hedging Instruments

Under Topic No. 815

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Liabilities

—

Other Liabilities

—

Other Liabilities

—


	*(in thousands)*
	(Gain) or Loss on Derivative Instruments
Derivatives Not Designated as Hedging Instruments Under Topic No. 815	Location of Loss (Gain) Recognized in Comprehensive Income (Loss) related to Derivatives	Amount of Loss (Gain) Recognized in Comprehensive Income (Loss) related to Derivatives
		Three Months Ended
		May 3, 2014		May 4, 2013
Interest Rate Cap Agreements	Interest Expense	$	1	$	60

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41620-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624163-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579240-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624177-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=7668309&loc=d3e80784-113994

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41641-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5579245-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624258-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=7668309&loc=d3e80748-113994

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5708775-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5708773-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41635-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5618551-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5580258-113959

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=7476318&loc=SL5624181-113959

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=7476318&loc=d3e41638-113959

Reference 20: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

Income Taxes

3 Months Ended

May 03, 2014

Income Taxes

7. Income Taxes

Net deferred taxes are as follows:


	*(in thousands)*
	May 3, 2014		February 1, 2014		May 4, 2013
Current Deferred Tax Asset	$	14,850	$	13,475	$	9,337
Non-Current Deferred Tax Liability		235,986		242,708		251,167

Net Deferred Tax Liability	$	221,136	$	229,233	$	241,830

Current deferred tax assets consisted primarily of certain operating costs and inventory related costs not currently deductible for tax purposes. Non-current deferred tax liabilities primarily relate to rent expense, intangible assets, and depreciation expense where the Company has a future obligation for tax purposes.

In accordance with ASC Topic No. 270, Interim Reporting (Topic No. 270), and ASC Topic No. 740, Income Taxes (Topic No. 740), at the end of each interim period the Company is required to determine the best estimate of its annual effective tax rate and then apply that rate in providing for income taxes on a current year-to-date (interim period) basis. As of May 3, 2014 and May 4, 2013, the Company’s best estimate of its annual effective income tax rate was 41.0% and 37.8%, respectively (before discrete items). The increase in our annual effective tax rate was primarily driven by certain hiring credits available during the first quarter of Fiscal 2013 that have not been legislatively approved for Fiscal 2014.

As of May 3, 2014, February 1, 2014 and May 4, 2013, valuation allowances amounted to $5.7 million, $5.7 million and $5.8 million, respectively, primarily related to state tax net operating losses. The Company believes that it is more likely than not that a portion of the benefit of the state tax net operating losses will not be realized. The Company has $7.8 million of deferred tax assets recorded for state net operating losses of which $5.7 million will expire between 2013 and 2025.

In addition, management also determined that a full valuation allowance of $3.6 million, $3.4 million and $3.3 million were required against the tax benefit associated with Puerto Rico deferred tax assets as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively.

Capital Stock

3 Months Ended

May 03, 2014

Capital Stock

8. Capital Stock

Capital Structure after the Reclassification

Common Stock

As of May 3, 2014, the total amount of the Company’s authorized capital stock consisted of 500,000,000 shares of common stock, par value $0.0001 per share, and 50,000,000 shares of undesignated preferred stock. As of May 3, 2014, there were 182 stockholders of record of the Company’s common stock.

The Company’s common stock is not entitled to preemptive or other similar subscription rights to purchase any of the Company’s securities. The Company’s common stock is neither convertible nor redeemable. Unless the Company’s Board of Directors determines otherwise, the Company will issue all capital stock in uncertificated form.

Preferred Stock

The Company does not have any shares of preferred stock issued or outstanding. The Company’s Board of Directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted by the General Corporation Law of the State of Delaware. The issuance of the Company’s preferred stock could have the effect of decreasing the trading price of the Company’s common stock, restricting dividends on the Company’s capital stock, diluting the voting power of the Company’s common stock, impairing the liquidation rights of the Company’s capital stock, or delaying or preventing a change in control of the Company.

Voting Rights

Each holder of the Company’s common stock is entitled to one vote per share on each matter submitted to a vote of stockholders. The Company’s amended and restated bylaws provide that the presence, in person or by proxy, of holders of shares representing a majority of the outstanding shares of capital stock entitled to vote at a stockholders’ meeting shall constitute a quorum. When a quorum is present, the affirmative vote of a majority of the votes cast is required to take action, unless otherwise specified by law or the Company’s certificate of incorporation, and except for the election of directors, which is determined by a plurality vote. There are no cumulative voting rights.

Dividend Rights

Each holder of shares of the Company’s capital stock will be entitled to receive such dividends and other distributions in cash, stock or property as may be declared by the Company’s Board of Directors from time to time out of the Company’s assets or funds legally available for dividends or other distributions. These rights are subject to the preferential rights of any other class or series of the Company’s preferred stock.

Other Rights

Each holder of common stock is subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock that the Company may designate and issue in the future.

Liquidation Rights

If the Company is involved in a consolidation, merger, recapitalization, reorganization, or similar event, each holder of common stock will participate pro rata in all assets remaining after payment of liabilities, subject to prior distribution rights of preferred stock, if any, then outstanding.

Capital Structure prior to the Reclassification

General

On May 4, 2013, there were 54 stockholders of record of both Class A common stock and Class L common stock, and the Company had outstanding 513,167,094 shares of Class A common stock and 5,183,506 shares of Class L common stock.

Common Stock

The Company’s charter authorized the Company to issue 574,185,600 shares of common stock consisting of:

(a)

568,416,244 shares of Class A common stock, par value $0.0001 per share; and

(b)

5,769,356 shares of Class L common stock, par value $0.001 per share.

Class L common stock was legally designated as common stock, but was entitled to a priority return preference equal to the sum of (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).

Treasury Stock

The Company accounts for treasury stock under the cost method.

During the three months ended May 3, 2014, the Company acquired 119,859 shares of common stock from employees for approximately $3.1 million (average of $25.75 per share) to satisfy their tax withholding related to the exercise of stock options. These shares are considered treasury shares which are available for reissuance.

Dividend

During the first quarter of Fiscal 2013, the Board of Directors declared an aggregate dividend in the amount of $336.0 million, payable on that date in accordance with the Company’s charter to the holders of the Company’s common stock as of that date.

Net Income (Loss) Per Share

3 Months Ended

May 03, 2014

Net Income (Loss) Per Share

9. Net Income (Loss) Per Share

Immediately prior to the Reclassification, net income (loss) per share was calculated using the two-class method, which is an earnings allocation formula that determined net income (loss) per share for the holders of Class A common stock and the holders of Class L common stock. Holders of Class L shares contained participation rights with respect to certain distributions, as defined.

The numerator in calculating Class L basic and diluted income per share was the Class L preference amount, as defined above, for all outstanding Class L shares, accrued at 14.5% per annum during the year presented plus, if positive, a pro rata share of an amount equal to consolidated net income (loss) less the Class L preference amount.

The numerator in calculating common stock basic income (loss) per share was consolidated net income (loss) less the Class L preference amount. In determining the net income (loss) attributable to common stockholders for computing diluted net income (loss) per share, the Company decreased the income and/or increased the loss to reflect the annual preference amount for dilutive Class L common stock equivalents. This amount did not impact Class L diluted income per share because diluted earnings per share would be increased when taking the dilutive common stock equivalents into account, and thus be antidilutive.

Immediately after the Reclassification, dilutive net income (loss) per share is calculated using the treasury stock method.

The computation of basic and diluted earnings per common share is as follows:


	*(in thousands, except per share data)*
	Three Months Ended
	May 3, 2014		May 4, 2013
Net Income (Loss)	$	11,774	$	(5,563	)

Class L Preference Amount	$	—	$	(40,972	)

Net Income (Loss) Attributable to Common Stockholders	$	11,774	$	(46,535	)

Allocation of Net Income (Loss) to Common Stockholders – Basic:
Class L Stockholders	$	—	$	40,972

Common Stockholders	$	11,774	$	(46,535	)

Net Income (Loss) Per Shares – Basic:
Class L Stockholders	$	—	$	7.91

Common Stockholders	$	0.16	$	(0.09	)

Allocation of Net Income (Loss) to Common Stockholders – Diluted:
Net Loss Attributable to Common Stockholders	$	11,774	$	(46,535	)
Class L Preface Amount of Common Stock Equivalents		—		(455	)

Allocation of Net Loss to Common Stockholders	$	11,774	$	(46,990	)

Net Income (Loss) Per Shares – Diluted:
Class L Stockholders	$	—	$	7.91

Common Stockholders	$	0.16	$	(0.09	)

Weighted Average Number of Shares – Basic:
Class L Stockholders		—		5,179

Common Stockholders		73,646		512,672

Weighted Average Number of Shares –Diluted:
Class L Stockholders		—		5,179

Common Stockholders		75,469		512,672

The Company determined the Class L preference amount based upon the Class L diluted common stock multiplied by (i) $81 per share base amount plus (ii) an amount sufficient to generate an internal rate of return equal to 14.5% per annum (compounded quarterly).

As of May 3, 2014, there were unvested options outstanding to purchase common stock of 4,257,239 shares, all of which may be dilutive in the future.

As of May 4, 2013, there were unvested options outstanding to purchase Class L common stock of 216,726 shares, and there were unvested options outstanding to purchase Class A common stock of 21,455,874 shares.

As of May 3, 2014, there were non-vested restricted stock units of common stock of 155,530 shares. All of which may be dilutive in the future.

As of May 4, 2013, there were non-vested restricted stock units of Class L common stock of 5,000 shares, and there were non-vested restricted stock units of Class A Common Stock of 495,000 shares.

Changes in Class L Common Stock

The changes in Class L Common Stock were as follows:


	*(in thousands, except share data)*
	Three Months Ended
	May 4, 2013
	Shares		Amount
Class L Common Stock, beginning of year		5,183,506	$	1,029,189
Issuance/Forfeiture of Restricted Shares and Compensation		—		20
Dividend		—		(33,600	)
Accretion of Class L preferred return		—		39,120

		5,183,506	$	1,034,729

The Company accounted for the fair value measurement of its Class L common stock in accordance with Topic No. 820, as described in Note 5, “Fair Value Measurements.” The inputs into the determination of fair value require significant management judgment or estimation. The fair value of the Class L common stock was classified as Level 2 of the fair value hierarchy as it was a model-derived valuation whose inputs are observable. As of May 3, 2014, the fair value of the outstanding Class L Common Stock was $466.5 million.

Stock Option and Award Plans and Stock-Based Compensation

3 Months Ended

May 03, 2014

Stock Option and Award Plans and Stock-Based Compensation

10. Stock Option and Award Plans and Stock-Based Compensation

On May 1, 2013, the Company’s Board of Directors approved the Company’s assumption and adoption of the 2006 Management Incentive Plan (the 2006 Plan) that was previously sponsored by Burlington Coat Factory Holdings, LLC. The Company’s 2013 Omnibus Incentive Plan (the 2013 Plan and, together with the 2006 Plan, the Plans) was adopted effective prior to and in connection with the Offering. The 2006 Plan and the 2013 Plan each provide for the granting of stock options, restricted stock and other forms of awards to key employees and directors of the Company or its affiliates. Prior to the Offering, grants made pursuant to the 2006 Plan were comprised of units of the Company’s common stock. Each “unit” consisted of 99 shares of Class A common stock and one share of Class L common stock. Awards previously granted under the 2006 Plan have been retroactively adjusted to reflect the Reclassification.

As of May 3, 2014, there were 10,125,258 shares of common stock authorized for issuance under the 2006 Plan and 6,000,000 shares of common stock authorized for issuance under the 2013 Plan.

Stock Options

The Company accounts for awards issued under the Plans in accordance with ASC Topic No. 718, “Stock Compensation.” Options granted during the three month period ended May 3, 2014 were all service-based awards and were granted under the 2006 Plan at exercise prices of $27.40 and $29.86 per share. There were no options granted during the three month period ended May 4, 2013.

During Fiscal 2013, the Company made a special one-time grant under the 2006 Plan to certain members of its management team which resulted in the grant of options to purchase an aggregate of 1,595,000 shares of common stock. These one-time grants vest 20% on each of the first five anniversaries of the Trigger Date. The Trigger Date is defined as the date after the vesting of all other options held by the grantee which were granted to the grantee prior to May 2013 and remain outstanding and unvested as of the date of the one-time grant. All service-based awards granted during the three months ended May 3, 2014 vest 25% on each of the first four anniversaries of the grant date. The final exercise date for any option granted is the tenth anniversary of the grant date.

In order to mitigate the impact of the $336.0 million dividend paid in connection with the issuance of the Holdco Notes in February 2013, the Company’s Board of Directors in May 2013 approved a modification to all then outstanding options through a combination of exercise price reductions and cash payments to option holders. The reduction of the exercise prices of each outstanding option was as follows:

•

from $2.78 per unit to $0.79 - $1.65 per unit;

•

from $4.55 per unit to $0.79 per unit;

•

from $5.91 per unit to $0.79 - $0.94 per unit;

•

from $10.91 per unit to $3.17 - $5.02 per unit; and

•

from $10.96 per unit to $3.17 - $5.07 per unit.

The modifications, through a combination of either reduced exercise prices or cash payments, did not affect the existing vesting schedules. The modification, which contemplated the fair value of awards both immediately before and after the modification, resulted in a total of $0.8 million of incremental compensation expense during the three months ended May 3, 2014 recorded in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), of which $0.2 million is payable in cash. As of May 3, 2014, the Company expects to recognize $5.1 million of incremental compensation expense to be recorded over the remaining vesting periods, of which $0.9 million will be paid in cash.

With the exception of the special one-time grants made during Fiscal 2013, all options awarded pursuant to the 2006 Plan become exercisable upon a change of control as defined in the Stockholders Agreement. The vesting of special one-time grants will not be accelerated in the event of a change of control, provided, however, that in the event that within two years after a change of control, the grantee’s employment is terminated without cause or the grantee resigns with good reason, then an incremental 20% of the special one-time grants shall be deemed vested as of the date of termination of grantee’s employment, but in no event more than the total number of special one-time grants granted to such grantee. Unless determined otherwise by the plan administrator, upon cessation of employment, options that have not vested will terminate immediately (subject to the potential acceleration of special one-time grants in the event of a change of control, as described above) and unexercised vested options will be exercisable for a period of 60 days. The final exercise date for any option granted is the tenth anniversary of the grant date.

Non-cash stock compensation expense during the three month periods ended May 3, 2014 and May 4, 2013 amounted to $1.4 million and $0.5 million, respectively. The table below summarizes the types of stock compensation:


	*(in thousands)*
	Three Months Ended
Type of Non-Cash Stock Compensation	May 3, 2014		May 4, 2013
Stock Option Modification (a)	$	585	$	—
Stock Option Grants (b)		713		490
Restricted Stock Issuances(b)		69		20

Total (c)	$	1,367	$	510

(a)

Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during Fiscal 2013 which is included in the line item “Stock Option Modification Expense” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(b)	Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(c)	The tax benefit related to the Company’s non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively.

As of May 3, 2014, the Company had 4,257,239 options outstanding to purchase shares of common stock, all of which are service-based awards issued under the 2006 Plan, and there was approximately $13.4 million of unearned non-cash stock-based option compensation, exclusive of the $5.1 million of incremental compensation associated with the modification, that the Company expects to recognize as expense over a weighted average period of 4.7 years. The service-based awards are expensed on a straight-line basis over the requisite service period. As of May 3, 2014, 20.8 percent of outstanding options to purchase shares of common stock under the 2006 Plan had vested. As of May 3, 2014, no awards were outstanding under the 2013 Plan.

Stock option transactions during the three month period ended May 3, 2014 are summarized as follows:


	Number of Shares			Weighted Average Exercise Price Per Share
Options Outstanding February 1, 2014		4,619,323		$	3.25
Options Issued		65,233			27.65
Options Exercised(a)		(419,980	)		1.77
Options Forfeited		(7,337	)		0.79

Options Outstanding May 3, 2014		4,257,239		$	3.78

(a)	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Non-vested stock option share transactions during the three month period ended May 3, 2014 are summarized below:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Non-Vested Options Outstanding, February 1, 2014		3,527,800		$	4.13
Non-Vested Options Granted		65,233			12.34
Non-Vested Options Vested		(214,917	)		2.60
Non-Vested Options Forfeited		(7,337	)		2.78

Non-Vested Options Outstanding, May 3, 2014		3,370,779		$	4.56

The following table summarizes information about the options outstanding and exercisable under the 2006 Plan as of May 3, 2014:


	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding at May 3, 2014		Weighted Average Remaining Contractual Life (Years)		Number Exercisable at May 3, 2014		Weighted Average Remaining Contractual Life (Years)
$0.79 - $0.94		1,477,506		6.6		533,857		5.2
$3.17		443,221		6.3		198,382		4.9
$4.55 - $5.91		2,218,518		8.8		154,221		6.4
$26.96		52,761		9.7		—		—
$27.40 - $29.86		65,233		10.0		—		—

		4,257,239				886,460

The aggregate intrinsic value of options outstanding as of May 3, 2014 was $104.0 million.

The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 3, 2014:


	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Vested and Expected to Vest		4,093,764		7.8	$	3.77	$	100.0 million

The fair value of each stock option granted during the three month period ended May 3, 2014 was estimated on the date of grant using the Black Scholes option pricing model using the following assumptions:


	Three Months Ended May 3, 2014
Risk-Free Interest Rate		2.11	%
Expected Volatility		44.0	%
Expected Life (years)		6.25
Contractual Life (years)		10.0
Expected Dividend Yield		0.0	%
Weighted Average Grant Date Fair Value of Options Issued	$	12.49

Restricted Stock Awards

Under the 2006 Plan, the Company also has the ability to grant shares of restricted stock. During the three months ended May 3, 2014, the Company granted 74,134 shares of restricted stock at fair values based upon the closing price of the Company’s common stock on the date of grant. There were no restricted stock awards granted during the three months ended May 4, 2013. All shares of restricted stock granted to date under the 2006 Plan are service-based awards. Shares of restricted stock are expensed on a straight-line basis over the requisite service period of three to four years. Following a change of control, as defined by the 2006 Plan, all unvested shares of restricted stock shall accelerate and vest as of the date of such change of control.

As of May 3, 2014, there was approximately $2.8 million of unearned non-cash stock-based compensation that the Company expects to recognize as an expense over the next 3.7 years. At May 3, 2014, 1,048,223 of the outstanding shares of restricted stock had vested.

Award grant and vesting transactions during the three month period ended May 3, 2014 are summarized as follows:


	Number of Shares		Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding, February 1, 2014		81,396	$	12.58
Awards Granted		74,134		27.50
Awards Vested		—		—

Non-Vested Awards Outstanding, May 3, 2014		155,530	$	19.69

Other Liabilities

3 Months Ended

May 03, 2014

Other Liabilities

11. Other Liabilities

Other Current Liabilities

Other current liabilities primarily consist of sales tax payable, customer liabilities, accrued payroll costs, self-insurance reserves, accrued operating expenses, payroll taxes payable, current portion of straight-line rent liability and other miscellaneous items. Customer liabilities comprised of gift cards and layaway deposits totaled $29.4 million, $29.2 million and $30.3 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively.

The Company has risk participation agreements with insurance carriers with respect to workers’ compensation, general liability insurance and health insurance. Pursuant to these arrangements, the Company is responsible for paying individual claims up to designated dollar limits. The amounts included in costs related to these claims are estimated and can vary based on changes in assumptions or claims experience included in the associated insurance programs. An increase in worker’s compensation or health insurance claims by employees or general liability claims may result in a corresponding increase in costs related to these claims. Self-insurance reserves were $57.2 million, $57.2 million and $53.0 million, as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. At May 3, 2014, February 1, 2014 and May 4, 2013, the portion of self-insurance reserve expected to be paid in the next twelve months of $23.5 million, $23.6 million and $21.6 million, respectively, were recorded in the line item “Other Current Liabilities” in the Company’s Condensed Consolidated Balance Sheets. The remaining balances at May 3, 2014, February 1, 2014 and May 4, 2013 of $33.7 million, $33.6 million and $31.4 million, respectively, were recorded in the line item “Other Liabilities” in the Company’s Condensed Consolidated Balance Sheets.

Other Liabilities

Other liabilities primarily consist of deferred lease incentives, the long term portion of self-insurance reserves, the excess of straight-line rent expense over actual rental payments and tax liabilities associated with the uncertain tax positions recognized by the Company in accordance with Topic No. 740.

Deferred lease incentives are funds received or receivable from landlords used primarily to offset the costs incurred for remodeling of stores. These deferred lease incentives are amortized over the expected lease term including rent holiday periods and option periods where the exercise of the option can be reasonably assured. Amortization of deferred lease incentives is included in the line item “Selling and Administrative Expenses” on the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). At May 3, 2014, February 1, 2014 and May 4, 2013, deferred lease incentives were $158.2 million, $157.5 million and $138.6 million, respectively.

Commitments and Contingencies

3 Months Ended

May 03, 2014

Commitments and Contingencies

12. Commitments and Contingencies

Legal

The Company establishes reserves relating to legal claims, in connection with litigation to which the Company is party from time to time in the ordinary course of business. The aggregate amounts of such reserves were $1.8 million, $1.3 million and $0.9 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. The Company believes that potential liabilities in excess of those recorded will not have a material effect on the Company’s Condensed Consolidated Financial Statements. However, there can be no assurances to this effect.

There have been no significant changes in the Company’s commitments and contingencies from those disclosed in the Fiscal 2013 10-K, except as noted below:

Lease Agreements

The Company enters into lease agreements during the ordinary course of business in order to secure favorable store locations. The Company’s minimum lease payments for all operating leases are expected to be $191.4 million for the remainder of Fiscal 2014 and $267.1 million, $254.4 million, $234.3 million, $207.3 million and $741.8 million for the fiscal years ended January 30, 2016, January 28, 2017, February 3, 2018, February 2, 2019 and all subsequent years thereafter, respectively, inclusive of $209.2 million of minimum lease payments for 17 stores and two warehouses that the Company has committed to open.

Letters of Credit

The Company had letters of credit arrangements with various banks in the aggregate amount of $40.9 million, $43.9 million and $44.1 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively. Among these arrangements as of May 3, 2014, February 1, 2014 and May 4, 2013, the Company had letters of credit in the amount of $29.6 million, $28.8 million and $31.5 million, respectively, guaranteeing performance under various insurance contracts and utility agreements. In addition, the Company had outstanding letters of credit agreements in the amounts of $11.3 million, $15.1 million and $12.6 million at May 3, 2014, February 1, 2014 and May 4, 2013, respectively, related to certain merchandising agreements. Based on the terms of the credit agreement related to the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $508.2 million, $456.2 million and $484.8 million as of May 3, 2014, February 1, 2014 and May 4, 2013, respectively.

Related Parties

3 Months Ended

May 03, 2014

Related Parties

13. Related Parties

In connection with the purchase of the Company by Bain Capital in April of 2006, the Company entered into an advisory agreement with Bain Capital (the Advisory Agreement) pursuant to which Bain Capital provided management, consulting, financial and other advisory services. The Advisory Agreement had a 10-year initial term, and thereafter was subject to automatic one-year extensions unless the Company or Bain Capital provides written notice of termination, except that the agreement terminated automatically upon an initial public offering or a change of control of the Company. If the Advisory Agreement terminated early, Bain Capital would be entitled to receive all unpaid fees and unreimbursed out-of-pocket fees and expenses, as well as the present value of the periodic fee that would otherwise have been payable through the end of the 10-year term. The Advisory Agreement was terminated on October 2, 2013 in connection with the Offering. Prior to the termination of the Advisory Agreement, Bain Capital was paid a periodic fee of $1.0 million per fiscal quarter plus reimbursement for reasonable out-of-pocket fees, and a fee equal to 1% of the transaction value of certain financing, acquisition, disposition or change of control or similar transactions by or involving the Company. During the three months ended May 3, 2014, fees paid to Bain Capital, representing reimbursement for out-of-pocket fees and expenses, amounted to $0.1 million. During the three months ended May 4, 2013, fees paid to Bain Capital, primarily representing the quarterly fee, amounted to $1.1 million. These amounts are recorded in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). The Company had $0.7 million of prepaid advisory fees related to the Advisory Agreement recorded within the line item “Prepaid and Other Current Assets” in the Company’s Condensed Consolidated Balance Sheets as of May 4, 2013.

Bain Capital, either directly or through affiliates, has ownership interests in a broad range of companies (Portfolio Companies) with whom the Company may from time to time enter into commercial transactions in the ordinary course of business, primarily for the purchase of goods and services. The Company believes that none of the Company’s transactions or arrangements with Portfolio Companies are significant enough to be considered material to Bain Capital or to its business.

The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	May 03, 2014
Basis of Presentation	Basis of Presentation As of May 3, 2014, Burlington Stores, Inc. and its subsidiaries (the Company), a Delaware Corporation, through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 523 retail stores, inclusive of an internet store. These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. It is suggested that these Condensed Consolidated Financial Statements be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2014 (Fiscal 2013 10-K). The balance sheet at February 1, 2014 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2013 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 3, 2014 are not necessarily indicative of results for the fiscal year ending January 31, 2015 (Fiscal 2014). Accounting policies followed by the Company are described in Note 1 to the Fiscal 2013 10-K. On February 28, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-04, “Joint and Several Obligations” (ASU 2013-04). In accordance with ASU 2013-04, an entity is required to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of the guidance is fixed at the reporting date. Required disclosures include a description of the joint and several arrangements and the total outstanding amount of the obligation for all joint parties. ASU 2013-04 became effective for all annual and interim periods in fiscal years beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations. In July 2013, the FASB issued Accounting Standards Update No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” (ASU 2013-11). ASU 2013-11 states that an unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward or a tax credit carryforward, if available at the reporting date under the applicable tax law to settle any additional income taxes that would result from the disallowance of a tax position. If the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in ASU 2013-11 became effective for fiscal years, and interim periods within those years, beginning after December 15, 2013 and did not have a material impact on the Company’s financial position or results of operations. In April 2014, the FASB issued Accounting Standards Update No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (ASU 2014-08). ASU 2014-08 is aimed at reducing the frequency of disposals reported as discontinued operations by focusing on strategic shifts that have or are expected to have a major effect on an entity’s operations and financial results. Such a shift could include the disposal of a major line of business, a major geographical area, a major equity method investment or other major parts of the entity. ASU 2014-08 also permits companies to have continuing cash flows and significant continuing involvement with the disposed component. ASU 2014-08 requires expanded disclosures for discontinued operations and new disclosures for individually material disposals that do not meet the definition of a discontinued operation. The Company has early adopted ASU 2014-08 effective February 2, 2014. ASU 2014-08 did not have a material impact on the Company’s financial position or results of operations. There were no other new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements during the three month period ended May 3, 2014, and there were no new accounting standards or pronouncements that were issued but not yet effective as of May 3, 2014 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective.
Initial Public Offering	Initial Public Offering Prior to the Company’s initial public offering, which was completed on October 7, 2013 (the Offering), each outstanding share of Class A common stock was automatically cancelled and then each outstanding share of Class L common stock was automatically converted into one share of Class A common stock. The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock. Collectively, these transactions are referred to as the Reclassification. Unless otherwise indicated, all share data presented within these Condensed Consolidated Financial Statements gives effect to the stock split.
Secondary Offering	Secondary Offering On April 28, 2014, the Company commenced a public secondary offering of its common stock (the Secondary Offering). On May 6, 2014, the Company closed the Secondary Offering, in which 12,000,000 shares of common stock were sold by certain of the Company’s stockholders. In connection with the Secondary Offering, the selling stockholders granted the underwriters, and the underwriters subsequently exercised, an option to purchase 1,800,000 additional shares of common stock. All of the shares sold in the Secondary Offering were offered by selling stockholders. The Company did not receive any of the proceeds from the Secondary Offering.

Stockholders' Deficit (Tables)

3 Months Ended

May 03, 2014

Summary of Stockholders' Deficit

Activity for the three month periods ended May 3, 2014 and May 4, 2013 in the Company’s stockholders’ deficit are summarized below:


	*(in thousands, except share data)*
	Common Stock				Additional Paid-in Capital		Accumulated Deficit			Treasury Stock						Total
	Shares		Amount		Additional Paid-in Capital		Accumulated Deficit			Shares			Amount			Total

Balance at February 1, 2014		74,218,275	$	7	$	1,346,259	$	(1,492,409	)		(531,751	)	$	(4,325	)	$	(150,468	)
Net Income		—		—		—		11,774			—			—			11,774
Stock Options Exercised and Related Tax Benefits of $3.4 million		419,980		—		4,146		—			—			—			4,146
Shares Used for Tax Withholding		—		—		—		—			(119,859	)		(3,086	)		(3,086	)
Issuance of Restricted Shares and Stock Option Compensation		74,134		—		1,367		—			—			—			1,367

Balance at May 3, 2014		74,712,389	$	7	$	1,351,772	$	(1,480,635	)		(651,610	)	$	(7,411	)	$	(136,267	)


	*(in thousands, except share data)*
	Common Stock				Additional Paid-in Capital			Accumulated Deficit			Treasury Stock						Total
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares			Amount			Total

Balance at February 2, 2013		517,979,682	$	47	$	—		$	(1,109,501	)		(4,812,588	)	$	(4	)	$	(1,109,458	)
Net Loss		—		—		—			(5,563	)		—			—			(5,563	)
Accretion of Class L Preferred Return		—		—		(554	)		(38,566	)		—			—			(39,120	)
Stock Options Exercised and Related Tax Benefits		—		—		64			—			—			—			64
Issuance of Restricted Shares and Stock Option Compensation		—		—		490			—			—			—			490
Dividend		—		—		—			(302,400	)		—			—			(302,400	)

Balance at May 4, 2013		517,979,682	$	47	$	—		$	(1,456,030	)		(4,812,588	)	$	(4	)	$	(1,455,987	)

Long Term Debt (Tables)

3 Months Ended

May 03, 2014

Long Term Debt

Long term debt consists of:


	*(in thousands)*
	May 3, 2014			February 1, 2014			May 4, 2013
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017.	$	825,369		$	828,839		$	863,572
$450,000 Senior Notes, 10%, due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from August 15, 2014 to February 15, 2019.		450,000			450,000			450,000
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from August 15, 2014 to February 15, 2018		69,156			126,147			343,306
Capital Lease Obligations		22,959			23,199			24,517

Total debt		1,367,484			1,428,185			1,681,395
Less: current maturities		(1,070	)		(59,026	)		(9,737	)

Long-term debt, net of current maturities	$	1,366,414		$	1,369,159		$	1,671,658

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6479336&loc=d3e64711-112823

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6584090&loc=d3e28878-108400

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21538-112644

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28541-108399

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6451184&loc=d3e28551-108399

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21521-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 22
-Article 5

+ Details

Restructuring and Separation (Tables)

3 Months Ended

May 03, 2014

Charges Incurred Related to Restructuring and Separation Costs


	*(in thousands)*
	February 1, 2014		Charges		Cash Payments			Other		May 3, 2014
Severance – Separation Cost	$	233	$	—	$	(172	)	$	—	$	61


	*(in thousands)*
	February 2, 2013		Charges		Cash Payments			Other		May 4, 2013
Severance – Restructuring	$	—	$	758	$	(127	)	$	—	$	631
Severance – Separation Cost		597		867		(420	)		—		1,044

Total	$	597	$	1,625	$	(547	)	$	—	$	1,675

Fair Value Measurements (Tables)

3 Months Ended

May 03, 2014

Fair Values of Financial Assets and Hierarchy of Level of Inputs

The fair values of the Company’s financial assets and the hierarchy of the level of inputs are summarized below:


	*(in thousands)*
	Fair Value Measurements at
	May 3, 2014		February 1, 2014		May 4, 2013
Assets:
Level 1
Cash equivalents (including restricted cash)	$	32,326	$	32,324	$	34,985
Level 2
Interest rate cap agreements(a)	$	—	$	1	$	9
Level 3
Note Receivable(b)	$	—	$	—	$	385

(a)	Included in “Other Assets” within the Company’s Condensed Consolidated Balance Sheets (refer to Note 6 of the Company’s Condensed Consolidated Financial Statements, “Derivative Instruments and Hedging Activities,” for further discussion regarding the Company’s interest rate cap agreements).

(b)	As of May 4, 2013, this note receivable was included in “Prepaid and Other Current Assets” on the Company’s Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013.

Fair Value of Debt

The fair value of the Company’s debt as of May 3, 2014, February 1, 2014 and May 4, 2013 is noted in the table below:


	*(in thousands)*
	May 3, 2014				February 1, 2014				May 4, 2013
	Carrying Amount (b)		Fair Value (b)		Carrying Amount (b)		Fair Value (b)		Carrying Amount (b)		Fair Value (b)
$1,000,000 Senior Secured Term Loan Facility, LIBOR (with a floor of 1.0%) plus 3.3%, matures on February 23, 2017	$	825,369	$	830,871	$	828,839	$	836,091	$	863,572	$	876,526
$450,000 Senior Notes, 10% due at maturity on February 15, 2019, semi-annual interest payments on August 15 and February 15, from February 15, 2014 to February 15, 2019		450,000		497,250		450,000		501,458		450,000		504,563
$350,000 Senior Notes, 9% / 9.75%, due at maturity on February 15, 2018, semi-annual interest payments on February 15 and August 15, from August 15 to February 15, 2018		69,156		70,667		126,147		128,512		343,306		357,038

Total debt	$	1,344,525	$	1,398,788	$	1,404,986	$	1,466,061	$	1,656,878	$	1,738,127

(a)	The carrying value of the ABL Line of Credit approximates its fair value due to its short term nature (borrowings are typically done in increments of 30 days or less) and its variable interest rate.

(b)	Capital lease obligations are excluded from the table above.

Derivative Instruments and Hedging Activities (Tables)

3 Months Ended

May 03, 2014

Interest Rate Risk Associated with Future Interest Payments on Variable-Rate Debt

(in thousands)

Fair Values of Derivative Instruments

Asset Derivatives

May 3, 2014

February 1, 2014

May 4, 2013

Derivatives Not Designated as Hedging Instruments

Under Topic No. 815

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Assets

—

Other Assets

(in thousands)

Fair Values of Derivative Instruments

Liability Derivatives

May 3, 2014

February 1, 2014

May 4, 2013

Derivatives Not Designated as Hedging Instruments

Under Topic No. 815

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Balance
Sheet
Location

Fair
Value

Interest Rate Cap Agreements

Other Liabilities

—

Other Liabilities

—

Other Liabilities

—


	*(in thousands)*
	(Gain) or Loss on Derivative Instruments
Derivatives Not Designated as Hedging Instruments Under Topic No. 815	Location of Loss (Gain) Recognized in Comprehensive Income (Loss) related to Derivatives	Amount of Loss (Gain) Recognized in Comprehensive Income (Loss) related to Derivatives
		Three Months Ended
		May 3, 2014		May 4, 2013
Interest Rate Cap Agreements	Interest Expense	$	1	$	60

Income Taxes (Tables)

3 Months Ended

May 03, 2014

Net Deferred Taxes

Net deferred taxes are as follows:


	*(in thousands)*
	May 3, 2014		February 1, 2014		May 4, 2013
Current Deferred Tax Asset	$	14,850	$	13,475	$	9,337
Non-Current Deferred Tax Liability		235,986		242,708		251,167

Net Deferred Tax Liability	$	221,136	$	229,233	$	241,830

Net Income (Loss) Per Share (Tables)

3 Months Ended

May 03, 2014

Computation of Basic and Diluted per Common Share

The computation of basic and diluted earnings per common share is as follows:


	*(in thousands, except per share data)*
	Three Months Ended
	May 3, 2014		May 4, 2013
Net Income (Loss)	$	11,774	$	(5,563	)

Class L Preference Amount	$	—	$	(40,972	)

Net Income (Loss) Attributable to Common Stockholders	$	11,774	$	(46,535	)

Allocation of Net Income (Loss) to Common Stockholders – Basic:
Class L Stockholders	$	—	$	40,972

Common Stockholders	$	11,774	$	(46,535	)

Net Income (Loss) Per Shares – Basic:
Class L Stockholders	$	—	$	7.91

Common Stockholders	$	0.16	$	(0.09	)

Allocation of Net Income (Loss) to Common Stockholders – Diluted:
Net Loss Attributable to Common Stockholders	$	11,774	$	(46,535	)
Class L Preface Amount of Common Stock Equivalents		—		(455	)

Allocation of Net Loss to Common Stockholders	$	11,774	$	(46,990	)

Net Income (Loss) Per Shares – Diluted:
Class L Stockholders	$	—	$	7.91

Common Stockholders	$	0.16	$	(0.09	)

Weighted Average Number of Shares – Basic:
Class L Stockholders		—		5,179

Common Stockholders		73,646		512,672

Weighted Average Number of Shares –Diluted:
Class L Stockholders		—		5,179

Common Stockholders		75,469		512,672

Changes in Class L Common Stock

The changes in Class L Common Stock were as follows:


	*(in thousands, except share data)*
	Three Months Ended
	May 4, 2013
	Shares		Amount
Class L Common Stock, beginning of year		5,183,506	$	1,029,189
Issuance/Forfeiture of Restricted Shares and Compensation		—		20
Dividend		—		(33,600	)
Accretion of Class L preferred return		—		39,120

		5,183,506	$	1,034,729

Stock Option and Award Plans and Stock-Based Compensation (Tables)

3 Months Ended

May 03, 2014

Non-Cash Stock Compensation Expense

The table below summarizes the types of stock compensation:


	*(in thousands)*
	Three Months Ended
Type of Non-Cash Stock Compensation	May 3, 2014		May 4, 2013
Stock Option Modification (a)	$	585	$	—
Stock Option Grants (b)		713		490
Restricted Stock Issuances(b)		69		20

Total (c)	$	1,367	$	510

(a)

(b)	Included in the line item “Selling and Administrative Expenses” in the Company’s Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(c)	The tax benefit related to the Company’s non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively.

Stock Option Transactions

Stock option transactions during the three month period ended May 3, 2014 are summarized as follows:


	Number of Shares			Weighted Average Exercise Price Per Share
Options Outstanding February 1, 2014		4,619,323		$	3.25
Options Issued		65,233			27.65
Options Exercised(a)		(419,980	)		1.77
Options Forfeited		(7,337	)		0.79

Options Outstanding May 3, 2014		4,257,239		$	3.78

(a)	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Non-Vested Stock Option Share Transactions

Non-vested stock option share transactions during the three month period ended May 3, 2014 are summarized below:


	Number of Shares			Weighted Average Grant Date Fair Value Per Share
Non-Vested Options Outstanding, February 1, 2014		3,527,800		$	4.13
Non-Vested Options Granted		65,233			12.34
Non-Vested Options Vested		(214,917	)		2.60
Non-Vested Options Forfeited		(7,337	)		2.78

Non-Vested Options Outstanding, May 3, 2014		3,370,779		$	4.56

Information about Options to Purchase Shares

The following table summarizes information about the options outstanding and exercisable under the 2006 Plan as of May 3, 2014:


	Options Outstanding				Options Exercisable
Exercise Prices	Number Outstanding at May 3, 2014		Weighted Average Remaining Contractual Life (Years)		Number Exercisable at May 3, 2014		Weighted Average Remaining Contractual Life (Years)
$0.79 - $0.94		1,477,506		6.6		533,857		5.2
$3.17		443,221		6.3		198,382		4.9
$4.55 - $5.91		2,218,518		8.8		154,221		6.4
$26.96		52,761		9.7		—		—
$27.40 - $29.86		65,233		10.0		—		—

		4,257,239				886,460

Stock Options Vested and Expected to Vest

The following table summarizes information about the stock options vested and expected to vest during the contractual term as of May 3, 2014:


	Options		Weighted Average Remaining Contractual Life (Years)		Weighted Average Exercise Price		Aggregate Intrinsic Value
Vested and Expected to Vest		4,093,764		7.8	$	3.77	$	100.0 million

Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted


	Three Months Ended May 3, 2014
Risk-Free Interest Rate		2.11	%
Expected Volatility		44.0	%
Expected Life (years)		6.25
Contractual Life (years)		10.0
Expected Dividend Yield		0.0	%
Weighted Average Grant Date Fair Value of Options Issued	$	12.49

Award Grant and Vesting Transactions

Award grant and vesting transactions during the three month period ended May 3, 2014 are summarized as follows:


	Number of Shares		Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding, February 1, 2014		81,396	$	12.58
Awards Granted		74,134		27.50
Awards Vested		—		—

Non-Vested Awards Outstanding, May 3, 2014		155,530	$	19.69

Summary of Significant Accounting Policies - Additional Information (Detail)

1 Months Ended

3 Months Ended

May 06, 2014

USD ($)

Oct. 07, 2013

May 03, 2014

Store

Summary Of Significant Accounting Policies [Line Items]

Number of stores | Store

523

Options exercised

^[1]

419,980

Initial public offering

Summary Of Significant Accounting Policies [Line Items]

Description Of Stock Split

The Company then effected an 11-for-1 split of Class A common stock and then reclassified Class A common stock into Common Stock.

Class L common stock split into one share of Class A Common stock

Subsequent Event | Secondary Offering

Summary Of Significant Accounting Policies [Line Items]

Shares issued

12,000,000

Options exercised

1,800,000

Proceeds from the sale of shares | $

$ 0

[1]	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Activity in Common Stock, Capital in Excess of Par Value, Accumulated Deficit and Total Stockholders Deficit Equity (Detail) - USD ($)
$ in Thousands

3 Months Ended

May 03, 2014

May 04, 2013

Beginning Balance

$ (150,468)

$ (1,109,458)

Net Income (Loss)

11,774

(5,563)

Accretion of Class L Preferred Return

(39,120)

Stock Options Exercised and Related Tax Benefits

$ 4,146

Stock Options Exercised and Related Tax Benefits (in shares)

^[1]

419,980

Shares Used for Tax Withholding

$ (3,086)

Issuance of Restricted Shares and Stock Option Compensation

1,367

490

Dividend

(302,400)

Ending Balance

(136,267)

(1,455,987)

Common Stock

Beginning Balance

$ 7

$ 47

Beginning Balance (in shares)

74,218,275

517,979,682

Stock Options Exercised and Related Tax Benefits (in shares)

419,980

Issuance of Restricted Shares and Stock Option Compensation (in shares)

74,134

Ending Balance

$ 7

$ 47

Ending Balance (in shares)

74,712,389

517,979,682

Additional Paid-in Capital

Beginning Balance

$ 1,346,259

Accretion of Class L Preferred Return

$ (554)

Stock Options Exercised and Related Tax Benefits

4,146

Issuance of Restricted Shares and Stock Option Compensation

1,367

490

Ending Balance

1,351,772

Accumulated deficit

Beginning Balance

(1,492,409)

(1,109,501)

Net Income (Loss)

11,774

(5,563)

Accretion of Class L Preferred Return

(38,566)

Dividend

(302,400)

Ending Balance

(1,480,635)

(1,456,030)

Treasury Stock

Beginning Balance

$ (4,325)

$ (4)

Beginning Balance (in shares)

(531,751)

(4,812,588)

Shares Used for Tax Withholding

$ (3,086)

Shares Used for Tax Withholding (in shares)

(119,859)

Ending Balance

$ (7,411)

$ (4)

Ending Balance (in shares)

(651,610)

(4,812,588)

[1]	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Activity in Common Stock, Capital in Excess of Par Value, Accumulated Deficit and Total Stockholders Deficit Equity (Parenthetical) (Detail) $ in Millions	3 Months Ended
	May 03, 2014 USD ($)
Stock Options Related Tax Benefits	$ 3.4

Long-Term Debt (Detail) - USD ($) $ in Thousands	May 03, 2014	Feb. 01, 2014	May 04, 2013
Debt Instrument [Line Items]
Capital Lease Obligations	$ 22,959	$ 23,199	$ 24,517
Long Term Debt	1,367,484	1,428,185	1,681,395
Less: current maturities	(1,070)	(59,026)	(9,737)
Long-term debt, net of current maturities	1,366,414	1,369,159	1,671,658
Senior Secured Term Loans
Debt Instrument [Line Items]
Long Term Debt	825,369	828,839	863,572
2019 Senior Notes
Debt Instrument [Line Items]
Long Term Debt	450,000	450,000	450,000
2018 Senior Notes
Debt Instrument [Line Items]
Long Term Debt	$ 69,156	$ 126,147	$ 343,306

Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands	3 Months Ended
	May 03, 2014	Feb. 01, 2014	May 04, 2013	Feb. 24, 2011
Senior Secured Term Loans
Debt Instrument [Line Items]
Long-Term Debt, face amount	$ 1,000,000	$ 1,000,000	$ 1,000,000
Long-Term Debt, maturity date	Feb. 23, 2017	Feb. 23, 2017	Feb. 23, 2017
Senior Secured Term Loans \| London Interbank Offered Rate Floor
Debt Instrument [Line Items]
Long-Term Debt, interest rate	1.00%	1.00%	1.00%
Senior Secured Term Loans \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Long-Term Debt, interest rate	3.30%	3.30%	3.30%
2019 Senior Notes
Debt Instrument [Line Items]
Long-Term Debt, face amount	$ 450,000	$ 450,000	$ 450,000	$ 450,000
Long-Term Debt, interest rate	10.00%	10.00%	10.00%	10.00%
Long-Term Debt, maturity date	Feb. 15, 2019	Feb. 15, 2019	Feb. 15, 2019
Long-Term Debt, payment frequency	semi-annual
Long-Term Debt, first payment date	Aug. 15, 2014	Aug. 15, 2014	Aug. 15, 2014
Long-Term Debt, last payment date	Feb. 15, 2019	Feb. 15, 2019	Feb. 15, 2019
2018 Senior Notes
Debt Instrument [Line Items]
Long-Term Debt, face amount	$ 350,000	$ 350,000	$ 350,000
Long-Term Debt, maturity date	Feb. 15, 2018	Feb. 15, 2018	Feb. 15, 2018
Long-Term Debt, payment frequency	Semi-annual
Long-Term Debt, first payment date	Aug. 15, 2014	Aug. 15, 2014	Aug. 15, 2014
Long-Term Debt, last payment date	Feb. 15, 2018	Feb. 15, 2018	Feb. 15, 2018
2018 Senior Notes \| Interest Rate One
Debt Instrument [Line Items]
Long-Term Debt, interest rate	9.00%	9.00%	9.00%
2018 Senior Notes \| Interest Rate Two
Debt Instrument [Line Items]
Long-Term Debt, interest rate	9.75%	9.75%	9.75%

Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended								3 Months Ended
	Jan. 31, 2014	May 17, 2013	Feb. 15, 2013	Jan. 31, 2013	Jul. 28, 2012	May 31, 2012	Sep. 02, 2011	Feb. 24, 2011	May 03, 2014	Feb. 01, 2014	May 04, 2013	Apr. 04, 2014	Nov. 07, 2013	Feb. 20, 2013
Debt Instrument [Line Items]
Repayments on long term debt									$ 3,955
Long-Term Debt, periodic payments					$ 2,400
Long-Term Debt, payment	$ 30,000			$ 70,000		$ 9,500
Term loan amendment, restricted payment basket amount			$ 25,000
Term loan amendment, additional fee			8,900						$ 4,000
Term loan amendment, restricted payment basket									The Second Amendment created a restricted payments basket of $25.0 million and permits Burlington Coat Factory Investments Holdings, Inc. (the parent of BCFWC and indirect subsidiary of Burlington Stores, Inc.) and all of its subsidiaries (Holdings) to use the “available amount” to make restricted payments (which basket includes retained excess cash flow, in an amount not to exceed 50% of BCFWC’s consolidated net income (as defined in the indenture governing the 10% Senior Notes due 2019) since the second quarter of Fiscal 2011), in each case so long as certain conditions are satisfied.
Term loan facility, quarterly payments									$ 2,200
Payment of Dividends											$ 336,000
Loss on extinguishment of long-term debt									(3,681)
Deferred financing costs									26,300	$ 30,100	36,400
Amortization of deferred financing costs									2,229		$ 2,043
Other Assets
Debt Instrument [Line Items]
Term loan amendment, additional fee			1,600
Holdco notes
Debt Instrument [Line Items]
Write-off in deferred financing costs									1,500
Aggregate principal amount of senior notes												$ 58,000	$ 221,800	$ 350,000
Senior notes, issue price														98.00%
Loss on extinguishment of long-term debt									(3,600)
Redemption premium									1,200
Write-off unamortized original issue discount									$ 900
Third Amendment
Debt Instrument [Line Items]
Line of Credit Facility, amount outstanding		$ 871,000
Line of Credit Facility, decrease in interest rate		1.00%
Line of Credit Facility, decrease in LIBOR floor		0.25%
Term Loan, interest rate description									BCFWC entered into Amendment No. 3 (Third Amendment) to the Term Loan Credit Agreement, in order to, among other things, reduce the interest rates applicable to the Term Loan Facility by 100 basis points (provided that such interest rates shall be further reduced by 25 basis points if BCFWC’s consolidated secured leverage ratio is less than or equal to 2.25:1) and to reduce the LIBOR floor by 25 basis points.
Third Amendment \| Scenario 1
Debt Instrument [Line Items]
Line of Credit Facility, decrease in interest rate		0.25%
Line of Credit Facility, maximum consolidated secured leverage ratio		225.00%
Consulting Services
Debt Instrument [Line Items]
Term loan amendment, additional fee			$ 8,600
Interest Payment In Cash \| Holdco notes
Debt Instrument [Line Items]
Long-Term Debt, interest rate														9.00%
Payment in Kind (PIK) Note \| Holdco notes
Debt Instrument [Line Items]
Long-Term Debt, interest rate														9.75%
Term Loan Facility
Debt Instrument [Line Items]
Line of Credit Facility, maximum amount outstanding during period								$ 1,000,000
Line of credit facility, basis points						0.50%
Write-off in deferred financing costs									$ 100
Term Loan Facility \| Maximum
Debt Instrument [Line Items]
Consolidated leverage ratio, total debt to Adjusted EBITDA									400.00%
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA									380.00%
Term Loan Facility \| Maximum \| Through November 1, 2014
Debt Instrument [Line Items]
Consolidated leverage ratio, total debt to Adjusted EBITDA									550.00%
Term Loan Facility \| Maximum \| Through October 31, 2015
Debt Instrument [Line Items]
Consolidated leverage ratio, total debt to Adjusted EBITDA									500.00%
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA									200.00%
Term Loan Facility \| Maximum \| Through January 30, 2016
Debt Instrument [Line Items]
Consolidated leverage ratio, total debt to Adjusted EBITDA									475.00%
Consolidated interest coverage ratio, interest expense to Adjusted EBITDA									210.00%
Term B-1 Loans
Debt Instrument [Line Items]
Line of Credit Facility, amount outstanding						$ 950,500
Repayments on long term debt						$ 119,300
Senior Secured Term Loan Facilities
Debt Instrument [Line Items]
Borrowing, interest rate									4.30%		5.50%
Senior Secured Term Loan Facilities \| Adjusted London Interbank Offered Rate
Debt Instrument [Line Items]
Line of Credit Facility, interest rate									1.00%
Senior Secured Term Loan Facilities \| Federal Funds Rate
Debt Instrument [Line Items]
Line of Credit Facility, interest rate									0.50%
Senior Secured Term Loan Facilities \| One Month Adjusted London Interbank Offered Rate
Debt Instrument [Line Items]
Line of Credit Facility, interest rate									1.00%
2019 Senior Notes
Debt Instrument [Line Items]
Aggregate principal amount of senior notes								$ 450,000	$ 450,000	$ 450,000	$ 450,000
Long-Term Debt, interest rate								10.00%	10.00%	10.00%	10.00%
Long-Term Debt, redemption price percentage								100.00%
Line of Credit Facility, maturity date									Feb. 15, 2019	Feb. 15, 2019	Feb. 15, 2019
ABL Senior Secured Revolving Facility
Debt Instrument [Line Items]
Line of Credit Facility, maximum amount outstanding during period							$ 600,000		$ 75,000		$ 125,000
Line of Credit Facility, amount outstanding									0		0
Line of Credit Facility, amount available									508,200		484,800
Line of Credit Facility, Average borrowings									$ 8,900		$ 24,500
Line of Credit Facility, Average interest rate									1.90%		2.00%
ABL Senior Secured Revolving Facility \| Amendment of Credit Facility
Debt Instrument [Line Items]
Line of Credit Facility, maximum amount outstanding during period							$ 900,000
Line of Credit Facility, maturity date							Sep. 02, 2016
Line of Credit Facility, commitment fees							0.375%
ABL Senior Secured Revolving Facility \| Amendment of Credit Facility \| Maximum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Line of Credit Facility, interest rate							2.25%
ABL Senior Secured Revolving Facility \| Amendment of Credit Facility \| Maximum \| Prime Rate
Debt Instrument [Line Items]
Line of Credit Facility, interest rate							1.25%
ABL Senior Secured Revolving Facility \| Amendment of Credit Facility \| Minimum \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Line of Credit Facility, interest rate							1.75%
ABL Senior Secured Revolving Facility \| Amendment of Credit Facility \| Minimum \| Prime Rate
Debt Instrument [Line Items]
Line of Credit Facility, interest rate							0.75%

Restructuring and Separation - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	May 03, 2014	May 04, 2013
Restructuring Cost and Reserve [Line Items]
Severance charge	$ 0.0	$ 1.6

Charges and Payments Related to Restructuring and Separation Costs (Detail) - USD ($) $ in Thousands	3 Months Ended
	May 03, 2014	May 04, 2013
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Beginning Balance		$ 597
Severance-Restructuring, Charges		1,625
Severance-Restructuring, Cash Payments		(547)
Severance-restructuring - Other
Severance-Restructuring, Ending Balance		1,675
Severance Restructuring
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Charges		758
Severance-Restructuring, Cash Payments		(127)
Severance-restructuring - Other
Severance-Restructuring, Ending Balance		631
Severance Separation Cost
Restructuring Cost and Reserve [Line Items]
Severance-Restructuring, Beginning Balance	$ 233	597
Severance-Restructuring, Charges		867
Severance-Restructuring, Cash Payments	(172)	(420)
Severance-restructuring - Other
Severance-Restructuring, Ending Balance	$ 61	$ 1,044

Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) - USD ($)
$ in Thousands

May 03, 2014

Feb. 01, 2014

May 04, 2013

Fair Value, Inputs, Level 1

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Cash equivalents (including restricted cash)

$ 32,326

$ 32,324

$ 34,985

Fair Value, Inputs, Level 2 | Interest Rate Cap

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Interest rate cap agreements

^[1]

$ 1

Fair Value, Inputs, Level 3

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Note Receivable

^[2]

$ 385

[1]	Included in "Other Assets" within the Company's Condensed Consolidated Balance Sheets (refer to Note 6 of the Company's Condensed Consolidated Financial Statements, "Derivative Instruments and Hedging Activities," for further discussion regarding the Company's interest rate cap agreements).
[2]	As of May 4, 2013, this note receivable was included in "Prepaid and Other Current Assets" on the Company's Condensed Consolidated Balance Sheets. The change in the fair value of the Level 3 note receivable is related to the Company receiving full payment on the note during Fiscal 2013.

Fair Values of Financial Liabilities (Detail) - USD ($)
$ in Thousands

May 03, 2014

Feb. 01, 2014

May 04, 2013

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, Carrying Amount

^[1]

$ 1,344,525

$ 1,404,986

$ 1,656,878

Long-Term Debt, Fair Value

^[1]

1,398,788

1,466,061

1,738,127

Senior Secured Term Loans

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, Carrying Amount

^[1]

825,369

828,839

863,572

Long-Term Debt, Fair Value

^[1]

830,871

836,091

876,526

2019 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, Carrying Amount

^[1]

450,000

Long-Term Debt, Fair Value

^[1]

497,250

501,458

504,563

2018 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, Carrying Amount

^[1]

69,156

126,147

343,306

Long-Term Debt, Fair Value

^[1]

$ 70,667

$ 128,512

$ 357,038

[1]	Capital lease obligations are excluded from the table above.

Fair Values of Financial Liabilities (Parenthetical) (Detail)
$ in Thousands

3 Months Ended

May 03, 2014

USD ($)

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Borrowings increments number of days

30 days

Senior Secured Term Loans

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, face amount

$ 1,000,000

^[1]

Long-Term Debt, maturity date

Feb. 23, 2017

^[1]

2019 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, face amount

$ 450,000

^[1]

Long-Term Debt, interest rate

10.00%

^[1]

Long-Term Debt, maturity date

Feb. 15, 2019

^[1]

Long-Term Debt, payment frequency

Semi-annual

^[1]

Long-Term Debt, first payment date

Feb. 15, 2014

^[1]

Long-Term Debt, last payment date

Feb. 15, 2019

^[1]

2018 Senior Notes

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, face amount

$ 350,000

^[1]

Long-Term Debt, maturity date

Feb. 15, 2018

^[1]

Long-Term Debt, payment frequency

Semi-annual

^[1]

Long-Term Debt, first payment date

Aug. 15, 2018

^[1]

Long-Term Debt, last payment date

Feb. 15, 2018

^[1]

2018 Senior Notes | Interest Rate One

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, interest rate

9.00%

^[1]

2018 Senior Notes | Interest Rate Two

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, interest rate

9.75%

^[1]

London Interbank Offered Rate Floor | Senior Secured Term Loans

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, interest rate

1.00%

^[1]

London Interbank Offered Rate (LIBOR) | Senior Secured Term Loans

Carrying Amounts and Fair Values of Financial Instruments [Line Items]

Long-Term Debt, interest rate

3.30%

^[1]

[1]	Capital lease obligations are excluded from the table above.

Derivative Instruments And Hedging Activities - Additional Information (Detail) $ in Millions	3 Months Ended
	May 03, 2014 USD ($) Derivative	Feb. 01, 2014 Derivative	May 04, 2013 Derivative
Derivative [Line Items]
Interest rate cap agreements, cap rate	7.00%
Interest Rate Cap
Derivative [Line Items]
Interest rate cap agreements, number \| Derivative	2	2	2
Interest rate cap agreements, notional amount \| $	$ 450.0
Interest rate cap agreements, termination date	May 31, 2015

Derivative Instruments and Hedging Activities (Detail) - Interest Rate Cap - USD ($) $ in Thousands	3 Months Ended
	May 03, 2014	May 04, 2013	Feb. 01, 2014
Interest Expenses
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, (Gain) Loss Recognized	$ 1	$ 60
Other Assets
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Asset at Fair Value		9	$ 1
Other Liabilities
Derivatives, Fair Value [Line Items]
Derivative Not Designated as Hedging Instruments Interest Rate Cap Agreements, Liability at Fair Value

Net Deferred Taxes (Detail) - USD ($) $ in Thousands	May 03, 2014	Feb. 01, 2014	May 04, 2013
Schedule of Deferred Income Tax Assets and Liabilities [Line Items]
Current Deferred Tax Asset	$ 14,850	$ 13,475	$ 9,337
Non-Current Deferred Tax Liability	235,986	242,708	251,167
Net Deferred Tax Liability	$ 221,136	$ 229,233	$ 241,830

Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	May 03, 2014	May 04, 2013	Feb. 01, 2014
Income Tax Disclosure [Line Items]
Effective tax rate	41.00%	37.80%
Full valuation allowance	$ 3.6	$ 3.3	$ 3.4
State and Local Jurisdiction
Income Tax Disclosure [Line Items]
Valuation allowances	5.7	$ 5.8	$ 5.7
Deferred tax asset for net operating loss	7.8
Deferred tax assets subject to expire	$ 5.7
State and Local Jurisdiction \| Minimum
Income Tax Disclosure [Line Items]
Net operating losses subject to expiration year	2013
State and Local Jurisdiction \| Maximum
Income Tax Disclosure [Line Items]
Net operating losses subject to expiration year	2025

Capital Stock - Additional Information (Detail)
$ / shares in Units, $ in Thousands

3 Months Ended

May 03, 2014

USD ($)

Shareholder

$ / shares

May 04, 2013

USD ($)

Shareholder

$ / shares

Feb. 01, 2014

$ / shares

May 03, 2013

$ / shares

Jan. 31, 2013

Statement Equity Components [Line Items]

Common Stock, Authorized

500,000,000

568,416,244

500,000,000

568,416,244

Common Stock, Par Value | $ / shares

$ 0.0001

Undesignated preferred stock, Authorized

50,000,000

Number of common stockholders in record | Shareholder

Prior to the Reclassification, Common Stock, Shares Outstanding

74,060,779

513,167,094

73,686,524

Common Stock, Issued

74,712,389

517,979,682

74,218,275

574,185,600

Common Stock, Class L, Authorized

5,769,356

Common Stock, Class L, Par Value | $ / shares

$ 0.001

Dividend Entitled | $ / shares

$ 81

Dividend rate

14.50%

Stock options exercise price | $ / shares

^[1]

$ 1.77

Shares Used for Tax Withholding | $

$ 3,086

Payment of Dividends | $

$ 336,000

Common Stock

Statement Equity Components [Line Items]

Number of common stockholders in record | Shareholder

182

Treasury Stock

Statement Equity Components [Line Items]

Shares Used for Tax Withholding (in shares)

119,859

Stock options exercise price | $ / shares

$ 25.75

Shares Used for Tax Withholding | $

$ 3,086

Class L Common Stock

Statement Equity Components [Line Items]

Prior to the reclassification, temporary equity, shares outstanding

5,183,506

Common Stock Distribution

Class L Common Stock | Priority Returns

Statement Equity Components [Line Items]

Dividend Entitled | $ / shares

$ 81

Dividend rate

14.50%

Class A common stock

Statement Equity Components [Line Items]

Prior to the Reclassification, Common Stock, Shares Outstanding

513,167,094

[1]	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Net Income (Loss) Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	May 03, 2014	May 04, 2013
Earnings Per Share [Line Items]
Dividend rate	14.50%
Dividend Entitled	$ 81
Unvested options outstanding	4,257,239
Class L Common Stock
Earnings Per Share [Line Items]
Unvested options outstanding		216,726
Fair value of temporary equity units	$ 466.5
Class A common stock
Earnings Per Share [Line Items]
Unvested options outstanding		21,455,874
Restricted Stock Units (RSUs)
Earnings Per Share [Line Items]
Non-vested restricted stock units	155,530
Restricted Stock Units (RSUs) \| Class L Common Stock
Earnings Per Share [Line Items]
Non-vested restricted stock units		5,000
Restricted Stock Units (RSUs) \| Class A common stock
Earnings Per Share [Line Items]
Non-vested restricted stock units		495,000

Computation of Basic and Diluted per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	May 03, 2014	May 04, 2013
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net Income (Loss)	$ 11,774	$ (5,563)
Class L Preference Amount		(40,972)
Net Income (Loss) Attributable to Common Stockholders	11,774	(46,535)
Allocation of Net Income (Loss) to Common Stockholders-Basic	$ 11,774	$ (46,535)
Net Income (Loss) Per Share-Basic	$ 0.16	$ (0.09)
Net Loss Attributable to Common Stockholders	$ 11,774	$ (46,535)
Class L Preface Amount of Common Stock Equivalents		(455)
Allocation of Net Income (Loss) to Common Stockholders-Diluted	$ 11,774	$ (46,990)
Net Income (Loss) Per Share-Diluted	$ 0.16	$ (0.09)
Weighted Average Number of Shares-Basic	73,646	512,672
Weighted Average Number of Shares-Diluted	75,469	512,672
Class L Common Stock
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Allocation of Net Income (Loss) to Common Stockholders-Basic		$ 40,972
Net Income (Loss) Per Share-Basic		$ 7.91
Allocation of Net Income (Loss) to Common Stockholders-Diluted		$ 40,972
Net Income (Loss) Per Share-Diluted		$ 7.91
Weighted Average Number of Shares-Basic		5,179
Weighted Average Number of Shares-Diluted		5,179

Changes in Class L Common Stock (Detail) $ in Thousands	3 Months Ended
Changes in Class L Common Stock (Detail) $ in Thousands	May 04, 2013 USD ($) shares
Temporary Equity [Line Items]
Accretion of Class L Preferred Return	$ 39,120
Ending Balance	1,034,729
Class L Common Stock
Temporary Equity [Line Items]
Beginning Balance	$ 1,029,189
Beginning Balance (in shares) \| shares	5,183,506
Issuance/Forfeiture of Restricted Shares and Compensation	$ 20
Dividend	(33,600)
Accretion of Class L Preferred Return	39,120
Ending Balance	$ 1,034,729
Ending Balance (in shares) \| shares	5,183,506

Stock Option and Award Plans and Stock Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands

1 Months Ended

3 Months Ended

12 Months Ended

May 31, 2013

May 01, 2013

May 03, 2014

May 04, 2013

Feb. 01, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Option granted

65,233

Payment of Dividends

$ 336,000

Options granted, exercise prices

$ 27.65

Incremental compensation expense from modification

$ 800

Non-cash stock compensation expense

^[1]

$ 1,367

510

Options outstanding

4,257,239

4,619,323

Share based compensation option aggregate intrinsic value options outstanding

$ 104,000

2006 Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Common stock, Authorized for issuance

10,125,258

Service-based awards granted subsequent to offering vesting percentage on each of the first four anniversaries of the grant date

25.00%

Unexercised vested options, exercisable period

60 days

2013 Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Common stock, Authorized for issuance

6,000,000

Scenario, Forecast

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Incremental compensation expense from modification

$ 5,100

Stock Options, Vesting

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock option modification payable

900

Cash | Scenario, Forecast

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Incremental compensation expense from modification

200

Restricted Stock Issuances

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Non-cash stock compensation expense

^[2]

$ 20

Unearned non-cash stock-based compensation

$ 2,800

Unearned non-cash stock-based compensation expected to recognize as expense over period

3 years 8 months 12 days

Restricted stock, granted

74,134

Restricted stock award outstanding, vested

1,048,223

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

Stock Option Compensation

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

4,257,239

Unearned non-cash stock-based compensation

$ 13,400

Expected incremental compensation associated with the modification

$ 5,100

Outstanding options to purchase units had vested percentage

20.80%

Unearned non-cash stock-based compensation expected to recognize as expense over period

4 years 8 months 12 days

Service-based awards, service period

The service-based awards are expensed on a straight-line basis over the requisite service period.

Stock Option Compensation | 2013 Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options outstanding

One Time Grant | 2006 Plan

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Option granted

1,595,000

Options granted, percentage vested

20.00%

Options vesting period

2 years

Exercise Price 1 | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

$ 0.79

Exercise Price 1 | Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

1.65

Exercise Price 1 | Scenario, Previously Reported

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

2.78

Exercise Price 2

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

0.79

Exercise Price 2 | Scenario, Previously Reported

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

4.55

Exercise Price 3 | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

0.79

Exercise Price 3 | Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

0.94

Exercise Price 3 | Scenario, Previously Reported

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

5.91

Exercise Price 4 | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

3.17

Exercise Price 4 | Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

5.02

Exercise Price 4 | Scenario, Previously Reported

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

10.91

Exercise Price 5 | Minimum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

3.17

Exercise Price 5 | Maximum

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

5.07

Exercise Price 5 | Scenario, Previously Reported

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise prices

$ 10.96

Exercise prices $27. 40- $29.86

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Options granted, exercise price upper range

$ 27.40

Options granted, exercise price lower range

$ 29.86

Options outstanding

65,233

Class A common stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of stock in each unit

Class L Common Stock

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Number of stock in each unit

[1]	The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively.
[2]	Included in the line item "Selling and Administrative Expenses" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Non-Cash Stock Compensation Expense (Detail) - USD ($)
$ in Thousands

3 Months Ended

May 03, 2014

May 04, 2013

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Non-Cash Stock Compensation

^[1]

$ 1,367

$ 510

Stock Option Modification

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Non-Cash Stock Compensation

^[2]

585

Stock Options Granted

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Non-Cash Stock Compensation

^[3]

713

490

Restricted Stock Issuances

Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]

Non-Cash Stock Compensation

^[3]

$ 69

$ 20

[1]	The tax benefit related to the Company's non-cash stock compensation was $0.5 million and $0.2 million during the three month periods ended May 3, 2014 and May 4, 2013, respectively.
[2]	Represents non-cash compensation related to the modification of outstanding stock options granted under the 2006 Plan during Fiscal 2013 which is included in the line item "Stock Option Modification Expense" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
[3]	Included in the line item "Selling and Administrative Expenses" in the Company's Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

Non-Cash Stock Compensation Expense (Parenthetical) (Detail) - USD ($) $ in Millions	3 Months Ended
	May 03, 2014	May 04, 2013
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Non-Cash Stock Compensation tax benefit	$ 0.5	$ 0.2

Stock Option Transactions (Detail) - $ / shares

3 Months Ended

May 03, 2014

May 04, 2013

Number of Units

Options Outstanding at Beginning of Period

4,619,323

Options Issued

65,233

Options Exercised

^[1]

(419,980)

Options Forfeited

(7,337)

Options Outstanding at End of Period

4,257,239

Weighted Average Exercise Price Per Unit

Options Outstanding at Beginning of Period

$ 3.25

Options Issued

27.65

Options Exercised

^[1]

1.77

Options Forfeited

0.79

Options Outstanding at End of Period

$ 3.78

[1]	Options exercised during the three months ended May 3, 2014 had a total intrinsic value of $10.5 million.

Stock Option Transactions (Parenthetical) (Detail) $ in Millions	3 Months Ended
	May 03, 2014 USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share based compensation option exercised total intrinsic value	$ 10.5

Non-Vested Stock Option Share Transactions (Detail)	3 Months Ended
Non-Vested Stock Option Share Transactions (Detail)	May 03, 2014 $ / shares shares
Number of Units
Options Outstanding at Beginning of Period \| shares	4,619,323
Non-Vested Options Forfeited \| shares	(7,337)
Options Outstanding at End of Period \| shares	4,257,239
Weighted Average Grant Date Fair Value Per Unit
Options Outstanding at Beginning of Period	$ 3.25
Non-Vested Options Granted	27.65
Non-Vested Options Forfeited	0.79
Options Outstanding at End of Period	$ 3.78
Non Vested Options
Number of Units
Options Outstanding at Beginning of Period \| shares	3,527,800
Non-Vested Options Granted \| shares	65,233
Non-Vested Options Vested \| shares	(214,917)
Non-Vested Options Forfeited \| shares	(7,337)
Options Outstanding at End of Period \| shares	3,370,779
Weighted Average Grant Date Fair Value Per Unit
Options Outstanding at Beginning of Period	$ 4.13
Non-Vested Options Granted	12.34
Non-Vested Options Vested	2.60
Non-Vested Options Forfeited	2.78
Options Outstanding at End of Period	$ 4.56

Information about Options to Purchase Shares (Detail) - $ / shares	3 Months Ended
	May 03, 2014	Feb. 01, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price, average	$ 27.65
Options Outstanding, Number Outstanding	4,257,239	4,619,323
Options Outstanding Weighted Average Remaining Contractual Life (Years)
Options Exercisable Number Exercisable	886,460
Options Exercisable Weighted Average Remaining Contractual Life (Years)
Exercise prices $0.79 - $0.94
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price lower range	$ 0.79
Options, Exercise price upper range	$ 0.94
Options Outstanding, Number Outstanding	1,477,506
Options Outstanding Weighted Average Remaining Contractual Life (Years)	6 years 7 months 6 days
Options Exercisable Number Exercisable	533,857
Options Exercisable Weighted Average Remaining Contractual Life (Years)	5 years 2 months 12 days
Exercise price $3.17
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price, average	$ 3.17
Options Outstanding, Number Outstanding	443,221
Options Outstanding Weighted Average Remaining Contractual Life (Years)	6 years 3 months 18 days
Options Exercisable Number Exercisable	198,382
Options Exercisable Weighted Average Remaining Contractual Life (Years)	4 years 10 months 24 days
Exercise prices $4.55 - $5.91
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price lower range	$ 4.55
Options, Exercise price upper range	$ 5.91
Options Outstanding, Number Outstanding	2,218,518
Options Outstanding Weighted Average Remaining Contractual Life (Years)	8 years 9 months 18 days
Options Exercisable Number Exercisable	154,221
Options Exercisable Weighted Average Remaining Contractual Life (Years)	6 years 4 months 24 days
Exercise price $26.96
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price, average	$ 26.96
Options Outstanding, Number Outstanding	52,761
Options Outstanding Weighted Average Remaining Contractual Life (Years)	9 years 8 months 12 days
Options Exercisable Weighted Average Remaining Contractual Life (Years)
Exercise prices $27. 40- $29.86
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Exercise price lower range	$ 27.40
Options, Exercise price upper range	$ 29.86
Options Outstanding, Number Outstanding	65,233
Options Outstanding Weighted Average Remaining Contractual Life (Years)	10 years
Options Exercisable Weighted Average Remaining Contractual Life (Years)

Stock Options Vested and Expected to Vest (Detail) $ / shares in Units, $ in Millions	3 Months Ended
	May 03, 2014 USD ($) $ / shares shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, vested and expected to vest \| shares	4,093,764
Weighted Average Remaining Contractual Life (Years)	7 years 9 months 18 days
Weighted Average Exercise Price \| $ / shares	$ 3.77
Aggregate Intrinsic Value \| $	$ 100.0

Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail)	3 Months Ended
	May 03, 2014 $ / shares
Share based Compensation Arrangement Assumptions Used to Estimate Fair Values of Share Options Granted [Line Items]
Risk-Free Interest Rate	2.11%
Expected Volatility	44.00%
Expected Life (years)	6 years 3 months
Contractual Life (years)	10 years
Expected Dividend Yield	0.00%
Weighted Average Grant Date Fair Value of Options Issued	$ 12.49

Award Grant, Vested and Forfeiture Transactions (Detail) - Non Vested Restricted Stock	3 Months Ended
	May 03, 2014 $ / shares shares
Number of Awards
Non-Vested Awards Outstanding at Beginning of Period \| shares	81,396
Awards Granted \| shares	74,134
Awards Vested \| shares
Non-Vested Awards Outstanding at End of Period \| shares	155,530
Weighted Average Grant Date Fair Value Per Awards
Non-Vested Awards Outstanding at Beginning of Period \| $ / shares	$ 12.58
Awards Granted \| $ / shares	27.50
Awards Vested \| $ / shares
Non-Vested Awards Outstanding at End of Period \| $ / shares	$ 19.69

Other Liabilities - Additional Information (Detail) - USD ($) $ in Millions	May 03, 2014	Feb. 01, 2014	May 04, 2013
Other Liabilities Current [Line Items]
Customer liabilities	$ 29.4	$ 29.2	$ 30.3
Self-insurance reserve	57.2	57.2	53.0
Deferred lease incentives	158.2	157.5	138.6
Insurance-related Assessments
Other Liabilities Current [Line Items]
Self-insurance reserve expected to be paid	23.5	23.6	21.6
Remaining balances of Self-insurance reserve	$ 33.7	$ 33.6	$ 31.4

Commitments and Contingencies - Additional Information (Detail) $ in Millions	May 03, 2014 USD ($) Store Warehouse	Feb. 01, 2014 USD ($)	May 04, 2013 USD ($)
Commitments and Contingencies Disclosure [Line Items]
Reserves relating to legal claims	$ 1.8	$ 1.3	$ 0.9
Minimum lease payments for operating leases January 31, 2015	191.4
Minimum lease payments for operating leases January 30, 2016	267.1
Minimum lease payments for operating leases January 28, 2017	254.4
Minimum lease payments for operating leases February 3, 2018	234.3
Minimum lease payments for operating leases February 2, 2019	207.3
Minimum lease payments for operating leases thereafter	741.8
Letters of credit, outstanding amount	40.9	43.9	44.1
14 stores and one warehouse that the Company has committed to open
Commitments and Contingencies Disclosure [Line Items]
Minimum lease payments	$ 209.2
Number of stores \| Store	17
Number of warehouses \| Warehouse	2
Guarantee Performance Under Insurance And Utility Agreement
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, outstanding amount	$ 29.6	28.8	31.5
Merchandising Agreement
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, outstanding amount	11.3	15.1	12.6
Letter of Credit
Commitments and Contingencies Disclosure [Line Items]
Letters of credit, outstanding amount	$ 508.2	$ 456.2	$ 484.8

Related Parties - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2006	May 03, 2014	May 04, 2013
Related Party Transaction [Line Items]
Advisory agreement initial term		10 years
Advisory agreement termination date		Oct. 02, 2013
Advisory agreement, fee as a percentage of financing, acquisition, disposition or change of control	1.00%
Advisory agreement term extension		1 year
Quarterly Payment
Related Party Transaction [Line Items]
Advisory agreement, periodic fee payment	$ 1.0
Fees paid			$ 1.1
Reimbursement for out-of-pocket fees and expenses
Related Party Transaction [Line Items]
Fees paid		$ 0.1
Prepaid and Other Current Assets
Related Party Transaction [Line Items]
Prepaid advisory fees			$ 0.7