Document and Entity Information
Document and Entity Information | 3 Months Ended |
May 04, 2019shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | May 4, 2019 |
Document Fiscal Year Focus | 2019 |
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 | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Common Stock, Shares Outstanding | 66,366,098 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
REVENUES: | ||
Net sales | $ 1,628,547 | $ 1,518,446 |
Type of Revenue [Extensible List] | us-gaap:ProductMember | us-gaap:ProductMember |
Other revenue | $ 5,647 | $ 6,262 |
Total revenue | 1,634,194 | 1,524,708 |
COSTS AND EXPENSES: | ||
Cost of sales | 961,318 | 892,682 |
Selling, general and administrative expenses | 517,378 | 468,348 |
Costs related to debt amendments | (382) | |
Depreciation and amortization | 50,641 | 50,509 |
Other income - net | (2,092) | (1,351) |
Interest expense | 13,371 | 14,521 |
Total costs and expenses | 1,540,234 | 1,424,709 |
Income before income tax expense | 93,960 | 99,999 |
Income tax expense | 16,195 | 17,411 |
Net income | $ 77,765 | $ 82,588 |
Net income per common stock - basic | $ 1.18 | $ 1.23 |
Net income per common stock - diluted | $ 1.15 | $ 1.20 |
Weighted average number of common stock - basic | 66,104 | 66,983 |
Weighted average number of common stock - diluted | 67,730 | 68,970 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net income | $ 77,765 | $ 82,588 |
Interest rate cap contracts: | ||
Net unrealized (losses) gains arising during the period | (3,272) | 986 |
Reclassification into earnings during the period | (185) | 657 |
Other comprehensive (loss) income, net of tax | (3,457) | 1,643 |
Total comprehensive income | $ 74,308 | $ 84,231 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 |
Current assets: | |||
Cash and cash equivalents | $ 105,031 | $ 112,274 | $ 83,008 |
Restricted cash and cash equivalents | 21,882 | 21,882 | 21,882 |
Accounts receivable—net | 99,461 | 58,752 | 82,758 |
Merchandise inventories | 895,813 | 954,183 | 786,559 |
Prepaid and other current assets | 129,614 | 124,809 | 126,694 |
Total current assets | 1,251,801 | 1,271,900 | 1,100,901 |
Property and equipment—net | 1,288,180 | 1,253,705 | 1,148,257 |
Operating lease assets | 2,144,757 | ||
Tradenames | 238,000 | 238,000 | 238,000 |
Favorable leases—net | 941 | 164,324 | 183,605 |
Goodwill | 47,064 | 47,064 | 47,064 |
Deferred tax assets | 4,191 | 4,361 | 6,724 |
Other assets | 90,305 | 99,818 | 100,895 |
Total assets | 5,065,239 | 3,079,172 | 2,825,446 |
Current liabilities: | |||
Accounts payable | 707,672 | 848,561 | 726,635 |
Current operating lease liabilities | 273,348 | ||
Other current liabilities | 359,818 | 396,257 | 351,974 |
Current maturities of long term debt | 3,052 | 2,924 | 13,040 |
Total current liabilities | 1,343,890 | 1,247,742 | 1,091,649 |
Long term debt | 1,133,385 | 983,643 | 1,122,552 |
Long term operating lease liabilities | 2,045,743 | ||
Other liabilities | 83,393 | 346,298 | 318,367 |
Deferred tax liabilities | 180,280 | 178,779 | 181,607 |
Commitments and contingencies (Note 13) | |||
Stockholders’ equity: | |||
Preferred stock, $0.0001 par value: authorized: 50,000,000 shares; no shares issued and outstanding | |||
Common stock, $0.0001 par value: Authorized: 500,000,000 shares; Issued: 79,332,577 shares, 79,224,669 shares and 78,698,229 shares, respectively; Outstanding: 66,366,098 shares, 67,145,097 shares and 67,612,407 shares, respectively | 7 | 7 | 7 |
Additional paid-in-capital | 1,520,244 | 1,508,996 | 1,467,726 |
Accumulated deficit | (182,554) | (260,919) | (593,077) |
Accumulated other comprehensive loss | (7,070) | (3,613) | (244) |
Treasury stock, at cost | (1,052,079) | (921,761) | (763,141) |
Total stockholders' equity | 278,548 | 322,710 | 111,271 |
Total liabilities and stockholders' equity | $ 5,065,239 | $ 3,079,172 | $ 2,825,446 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 |
Statement Of Financial Position [Abstract] | |||
Preferred Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Preferred Stock, Authorized | 50,000,000 | 50,000,000 | 50,000,000 |
Preferred Stock, Issued | 0 | 0 | 0 |
Preferred Stock, Outstanding | 0 | 0 | 0 |
Common Stock, Par Value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common Stock, Shares Issued | 79,332,577 | 79,224,669 | 78,698,229 |
Common Stock, Shares Outstanding | 66,366,098 | 67,145,097 | 67,612,407 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2019 | May 05, 2018 | ||
OPERATING ACTIVITIES | |||
Net income | $ 77,765 | $ 82,588 | |
Adjustments to reconcile net income to net cash provided by operating activities | |||
Depreciation and amortization | 50,641 | 50,509 | |
Amortization of deferred financing costs | 330 | 499 | |
Accretion of long term debt instruments | 203 | 201 | |
Deferred income taxes | 2,993 | 1,721 | |
Non-cash stock compensation expense | [1] | 9,427 | 7,023 |
Non-cash lease expense | 4,057 | ||
Non-cash rent | (6,203) | ||
Cash received from landlord allowances | 12,213 | 8,709 | |
Changes in assets and liabilities: | |||
Accounts receivable | (20,170) | (10,377) | |
Merchandise inventories | 57,864 | (33,997) | |
Prepaid and other current assets | (6,028) | (11,559) | |
Accounts payable | (140,767) | (12,716) | |
Other current liabilities | 2,515 | (18,111) | |
Other long term assets and long term liabilities | 3,080 | 738 | |
Other operating activities | 68 | 1,185 | |
Net cash provided by operating activities | 54,191 | 60,210 | |
INVESTING ACTIVITIES | |||
Cash paid for property and equipment | (83,781) | (60,382) | |
Net (removal costs) proceeds from sale of property and equipment and assets held for sale | (40) | 5,441 | |
Other investing activities | (32) | (3,001) | |
Net cash (used in) investing activities | (83,853) | (57,942) | |
FINANCING ACTIVITIES | |||
Purchase of treasury shares | (130,319) | (70,254) | |
Proceeds from stock option exercises | 1,821 | 3,498 | |
Other financing activities | 917 | (715) | |
Net cash provided by (used in) financing activities | 22,419 | (58,464) | |
(Decrease) in cash, cash equivalents, restricted cash and restricted cash equivalents | (7,243) | (56,196) | |
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period | 134,156 | 161,086 | |
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period | 126,913 | 104,890 | |
Supplemental disclosure of cash flow information: | |||
Interest paid | 12,543 | 14,238 | |
Income tax payments - net | 1,179 | 343 | |
Non-cash investing activities: | |||
Accrued purchases of property and equipment | 46,702 | 35,390 | |
ABL senior secured revolving facility | |||
FINANCING ACTIVITIES | |||
Proceeds from long term debt | 588,300 | 238,800 | |
Principal payments on long term debt | $ (438,300) | (227,000) | |
Senior Secured Term B-5 Loans | |||
FINANCING ACTIVITIES | |||
Principal payments on long term debt | $ (2,793) | ||
[1] | The amounts presented in the table above exclude taxes. For the three month period ended May 4, 2019, the tax benefit related to the Company’s non-cash stock compensation was approximately $2.4 million. For the three month period ended May 5, 2018, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.2 million. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
May 04, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation As of May 4, 2019, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), has expanded its store base to 684 retail stores, inclusive of an internet store. These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019 (Fiscal 2018 10-K). The balance sheet at February 2, 2019 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2018 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 4, 2019 are not necessarily indicative of results for the fiscal year. Accounting policies followed by the Company are described in Note 1 to the Fiscal 2018 10-K, “Summary of Significant Accounting Policies.” Fiscal Year The Company defines its fiscal year as the 52- or 53-week period ending on the Saturday closest to January 31. The current fiscal year ending February 1, 2020 (Fiscal 2019) and the prior fiscal year ended February 2, 2019 (Fiscal 2018) both consist of 52 weeks. Adopted Accounting Standards Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, “Leases.” The standard’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted this ASU as of the beginning of Fiscal 2019. The Company applied the changes from the new guidance at the adoption date and recognized a cumulative effect adjustment to retained earnings in the period of adoption, as allowed under ASU 2018-11, “Leases: Targeted Improvements.” The Company did not adjust prior periods. The Company made an accounting policy election not to capitalize leases with an initial term of twelve months or less. The Company elected the transition package of practical expedients, which allows the Company to carry forward for its existing leases: i) the historical lease classification as either operating or capital; ii) assessment of whether any expired or existing contracts are or contain leases; and iii) capitalization of initial direct costs. Additionally, the Company elected the practical expedients to not separate lease and non-lease components for both its real estate and non-real estate leases, to not assess whether existing or expired land easements contain a lease, and to employ hindsight when determining lease terms for existing leases on the date of adoption. As a result of this standard, the Company has recognized approximately $2.1 billion of additional right-of-use assets (current and long-term combined) and approximately $2.3 billion of additional lease liabilities (current and long-term combined) on its consolidated balance sheet as of May 4, 2019. The right-of-use lease liability for operating leases is based on the net present value of future minimum lease payments. The right-of-use asset for operating leases is based on the lease liability adjusted for the reclassification of certain balance sheet amounts such as favorable leases, the long term portion of straight line rent liability, purchased lease rights and landlord allowances. In addition, the Company also recorded an approximate $0.6 million cumulative-effect adjustment to retained earnings, related to a deferr ed gain on a previous sale-leaseback transaction that was being recognized into the line item “Other income” over a 13 year period. Adoption of this standard also resulted in a change in the timing of certain expense recognition, primarily related to net favorable lease cost, as well as a reclassification of favorable lease cost from “Depreciation and amortization” to “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Income for the three months ended May 4, 2019. This guidance did not have a material impact on the Company's liquidity. Refer to Note 3, “Lease Commitments,” for further detail of the Company’s future minimum lease payments. Pending Accounting Standards Intangible Assets On January 26, 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment,” which aims to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, goodwill impairment will be measured as the amount by which the carrying value exceeds the fair value. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods. This ASU will be effective for the Company as of the beginning of Fiscal 2020. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate that the new guidance will have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This ASU requires that implementation costs incurred in a hosting arrangement that is a service contract be assessed in accordance with the existing guidance in Subtopic 350-40, “Internal-Use Software.” Accordingly, costs incurred during the preliminary project stage must be expensed as incurred, while costs incurred during the application development stage must be capitalized. Capitalized implementation costs associated with a hosting arrangement that is a service contract must be expensed over the term of the hosting arrangement. Additionally, the new guidance requires that the expense of these capitalized costs be presented in the same line item in the statement of income as the fees associated with the hosting element of the arrangement. The new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods. This ASU will be effective for the Company as of the beginning of Fiscal 2020. Early adoption is permitted for annual or interim periods. While t he Company is still in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, it 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 4, 2019, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of May 4, 2019 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. |
Stockholders_ Equity
Stockholders’ Equity | 3 Months Ended |
May 04, 2019 | |
Stockholders Equity Note [Abstract] | |
Stockholders’ Equity | 2. Stockholders’ Equity Activity for the three month periods ended May 4, 2019 and May 5, 2018 in the Company’s stockholders’ equity are summarized below: (in thousands, except share data) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Total Balance at February 2, 2019 79,224,669 $ 7 $ 1,508,996 $ (260,919 ) $ (3,613 ) (12,079,572 ) $ (921,761 ) $ 322,710 Net income — — — 77,765 — — — 77,765 Stock options exercised 110,493 — 1,821 — — — — 1,821 Shares used for tax withholding — — — — — (45,447 ) (7,538 ) (7,538 ) Shares purchased as part of publicly announced programs — — — — — (841,460 ) (122,780 ) (122,780 ) Issuance of restricted shares, net of forfeitures of 4,344 restricted shares (2,585 ) — — — — — — — Stock based compensation — — 9,427 — — — — 9,427 Unrealized losses on interest rate cap contracts, net of related tax benefit of $1.3 million — — — — (3,272 ) — — (3,272 ) Amount reclassified into earnings, net of related taxes of $0.1 million — — — — (185 ) — — (185 ) Cumulative-effect adjustment — — — 600 — — — 600 Balance at May 4, 2019 79,332,577 $ 7 $ 1,520,244 $ (182,554 ) $ (7,070 ) (12,966,479 ) $ (1,052,079 ) $ 278,548 (in thousands, except share data) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Total Balance at February 3, 2018 78,421,947 $ 7 $ 1,457,205 $ (675,664 ) $ (1,887 ) (10,550,222 ) $ (692,887 ) $ 86,774 Net income — — — 82,588 — — — 82,588 Stock options exercised 150,502 — 3,498 — — — — 3,498 Shares used for tax withholding — — — — — (47,132 ) (6,376 ) (6,376 ) Shares purchased as part of publicly announced programs — — — — — (488,468 ) (63,878 ) (63,878 ) Issuance of restricted shares, net of forfeitures of 3,318 restricted shares 125,780 — — — — — — — Stock based compensation — — 7,023 — — — — 7,023 Unrealized gains on interest rate cap contracts, net of related taxes of $0.4 million — — — — 986 — — 986 Amount reclassified into earnings, net of related taxes of $0.3 million — — — — 657 — — 657 Balance at May 5, 2018 (a) 78,698,229 $ 7 $ 1,467,726 $ (593,077 ) $ (244 ) (11,085,822 ) $ (763,141 ) $ 111,271 (a) Amounts may not foot due to rounding. |
Lease Commitments
Lease Commitments | 3 Months Ended |
May 04, 2019 | |
Leases [Abstract] | |
Lease Commitments | 3. Lease Commitments The Company’s leases primarily consist of stores, distribution facilities and office space under operating and finance leases that will expire principally during the next 30 years. The leases typically include renewal options at five year intervals and escalation clauses. Lease renewals are only included in the lease liability to the extent that they are reasonably assured of being exercised. The Company’s leases typically provide for contingent rentals based on a percentage of gross sales. Contingent rentals are not included in the lease liability, and they are recognized as variable lease cost when incurred. The following is a schedule of the Company’s future lease payments: (in thousands) Fiscal Year Operating Leases Finance Leases 2019 (remainder) $ 295,937 $ 4,092 2020 379,430 5,634 2021 359,906 5,646 2022 342,210 5,773 2023 319,513 5,849 2024 279,101 5,677 Thereafter 962,493 10,716 Total future minimum lease payments 2,938,590 43,387 Amount representing interest (619,499 ) (11,136 ) Total lease liabilities 2,319,091 32,251 Less: current portion of lease liabilities (273,348 ) (3,052 ) Total long term lease liabilities $ 2,045,743 $ 29,199 Weighted average discount rate 5.5 % 8.3 % Weighted average remaining lease term (years) 8.6 7.9 The above schedule excludes approximately $467.0 million for 66 stores that the Company has committed to open or relocate but has not yet taken possession of the space. The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis. The following is a schedule of net lease cost for the period indicated: (in thousands) Three Months Ended May 4, 2019 Finance lease cost: Amortization of finance lease asset (a) $ 973 Interest on lease liabilities (b) 655 Operating lease cost (c) 100,924 Variable lease cost (c) 1,358 Total lease cost 103,910 Less all rental income(d) (1,240 ) Total net rent expense (e) $ 102,670 (a) Included in the line item “Depreciation and amortization” in the Company’s Condensed Consolidated Statements of Income. (b) Included in the line item “Interest expense” in the Company’s Condensed Consolidated Statements of Income. (c) Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. (d) Included in the line item “Other revenue” in the Company’s Condensed Consolidated Statements of Income. (e) Excludes an immaterial amount of short-term lease cost. Supplemental cash flow disclosures related to leases are as follows: (in thousands) Three Months Ended May 4, 2019 Cash paid for amounts included in the measurement of lease liabilities: Cash payments arising from operating lease liabilities (a) $ 96,458 Cash payments for the principal portion of finance lease liabilities (b) $ 696 Cash payments for the interest portion of finance lease liabilities (a) $ 655 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 177,687 (a) Included within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows. (b) Included within financing activities in the Company’s Condensed Consolidated Statements of Cash Flows. The following is a schedule of net rent expense for the period indicated under Accounting Standards Codification (ASC) 840, “Leases”. Prior periods have not been adjusted for adoption of ASU 2016-02: (in thousands) Three Months Ended May 5, 2018 Rent expense: Minimum rental payments $ 88,088 Contingent rental payments 1,171 Straight-line rent expense 2,737 Lease incentives amortization (8,951 ) Total rent expense(a) 83,045 Less all rental income(b) (1,854 ) Total net rent expense $ 81,191 (a) Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. (b) Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income. As previously disclosed in the Company’s Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments due under non-cancelable operating leases would have been as follows: (in thousands) Fiscal Year Operating Leases Capital Leases 2019 $ 383,877 $ 5,414 2020 405,370 5,120 2021 387,140 5,597 2022 369,068 5,725 2023 346,175 6,291 Thereafter 1,475,301 15,849 Total minimum lease payments 3,366,931 43,996 Amount representing interest — (11,290 ) Total future minimum lease payments $ 3,366,931 $ 32,706 The above schedule included $278.9 million related to options to extend lease terms that were reasonably assured of being exercised and $622.4 million of minimum lease payments for 76 stores that the Company had committed to open or relocate. |
Long Term Debt
Long Term Debt | 3 Months Ended |
May 04, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | 4. Long Term Debt Long term debt consists of: (in thousands) May 4, February 2, May 5, 2019 2019 2018 $1,200,000 senior secured term loan facility (Term B-5 Loans), LIBOR (with a floor of 0.00%) plus 2.00%, matures on November 17, 2024 (a) $ 956,896 $ 956,693 $ 1,106,321 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures on June 29, 2023 150,000 — 11,800 Finance lease obligations 32,251 32,706 21,196 Unamortized deferred financing costs (2,710 ) (2,832 ) (3,725 ) Total debt 1,136,437 986,567 1,135,592 Less: current maturities (3,052 ) (2,924 ) (13,040 ) Long term debt, net of current maturities $ 1,133,385 $ 983,643 $ 1,122,552 (a) Prior to November 2, 2018, the interest rate on the Term B-5 Loans was LIBOR (with a floor of 0.75%) plus 2.50%. Term Loan Facility At May 4, 2019 and May 5, 2018, the Company’s borrowing rate related to its senior secured term loan facility 4.5 ABL Line of Credit At May 4, 2019, the Company had $393.9 million available under the ABL senior secured revolving facility (the ABL Line of Credit). The maximum borrowings under the facility during the three month period ended May 4, 2019 amounted to $255.0 million. Average borrowings during the three month period ended May 4, 2019 amounted to $147.4 million, at an average interest rate of 3.8%. At May 5, 2018, the Company had $533.2 million available under the ABL Line of Credit. The maximum borrowings under the facility during the three month period ended May 5, 2018 amounted to $90.0 million. Average borrowings during the three month period ended May 5, 2018 amounted to $28.7 million, at an average interest rate of 3.3%. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
May 04, 2019 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 5. Derivative Instruments and Hedging Activities The Company accounts for derivatives and hedging activities in accordance with Accounting Standards Codification (ASC) Topic No. 815, “Derivatives and Hedging” (Topic No. 815). As required by Topic No. 815, the Company records all derivatives on the balance sheet at fair value and adjusts to market on a quarterly basis. In addition, to comply with the provisions of ASC Topic No. 820, “Fair Value Measurements” (Topic No. 820), credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. In accordance with Topic No. 820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. There is no impact of netting because the Company’s only derivatives are interest rate cap contracts that are with separate counterparties and are under separate master netting agreements. Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties. However, as of May 4, 2019, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that it is not significant. As a result, the Company classifies its derivative valuations in Level 2 of the fair value hierarchy. Cash Flow Hedges of Interest Rate Risk The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate caps and interest rate swaps as part of its interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. As of May 4, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Aggregate Principal Amount Interest Cap/Swap Rate Maturity Date Interest rate cap contracts Two $ 800.0 million 1.00% May 31, 2019 Interest rate swap contract One $ 450.0 million 2.72% December 29, 2023 Tabular Disclosure The table below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets: (in thousands) Fair Values of Derivative Instruments May 4, 2019 February 2, 2019 May 5, 2018 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate cap contracts Prepaid and other current assets $ 483 Prepaid and other current assets $ 2,213 Other assets $ 5,793 Interest rate swap contract Other liabilities $ 9,708 Other liabilities $ 5,239 N/A N/A The following table presents the unrealized gains and losses deferred to accumulated other comprehensive income (loss) resulting from the Company’s derivative instruments for each of the reporting periods. (in thousands) Three Months Ended Interest Rate Cap Contracts: May 4, 2019 May 5, 2018 Unrealized (losses) gains, before taxes $ (4,523 ) $ 1,364 Income tax benefit (expense) 1,251 (378 ) Unrealized (losses) gains, net of taxes $ (3,272 ) $ 986 The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income (loss) into earnings related to the Company’s derivative instruments for each of the reporting periods. (in thousands) Three Months Ended Component of Earnings: May 4, 2019 May 5, 2018 Interest expense $ (256 ) $ 909 Income tax expense 71 (252 ) Net income $ (185 ) $ 657 The Company estimates that approximately $1.3 million will be reclassified from accumulated other comprehensive income into interest expense during the next twelve months. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
May 04, 2019 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | 6. Accumulated Other Comprehensive Income (Loss) Amounts included in accumulated other comprehensive income (loss) are recorded net of the related income tax effects. The following table details the changes in accumulated other comprehensive income (loss): (in thousands) Derivative Instruments Balance at February 2, 2019 $ (3,613 ) Unrealized losses, net of related tax benefit of $1.3 million (3,272 ) Amount reclassified into earnings, net of related taxes of $0.1 million (185 ) Balance at May 4, 2019 $ (7,070 ) |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
May 04, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 7. Fair Value Measurements The Company accounts for fair value measurements in accordance with Topic No. 820, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. Topic No. 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy: Level 1: Quoted prices for identical assets or liabilities in active markets. Level 2: Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable. Level 3: Pricing inputs that are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities. The inputs into the determination of fair value require significant management judgment or estimation. The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments. Refer to Note 5, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair value of the Company’s interest rate cap contracts. Financial Assets The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of May 4, 2019, February 2, 2019 and May 5, 2018 are summarized below: (in thousands) Fair Value Measurements at May 4, February 2, May 5, 2019 2019 2018 Level 1 Cash equivalents (including restricted cash) $ 22,471 $ 22,416 $ 22,393 Financial Liabilities The fair values of the Company’s financial liabilities are summarized below: (in thousands) May 4, 2019 February 2, 2019 May 5, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term B-5 Loans $ 956,896 $ 954,504 $ 956,693 $ 947,126 $ 1,106,321 $ 1,111,853 ABL senior secured revolving facility 150,000 150,000 — — 11,800 11,800 Total debt (a) $ 1,106,896 $ 1,104,504 $ 956,693 $ 947,126 $ 1,118,121 $ 1,123,653 (a) Finance 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. |
Income Taxes
Income Taxes | 3 Months Ended |
May 04, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 8. Income Taxes Net deferred taxes are as follows: (in thousands) May 4, February 2, May 5, 2019 2019 2018 Deferred tax asset $ 4,191 $ 4,361 $ 6,724 Deferred tax liability 180,280 178,779 181,607 Net deferred tax liability $ 176,089 $ 174,418 $ 174,883 Net deferred tax assets relate to Puerto Rico deferred balances that have a future net benefit for tax purposes. Net deferred tax liabilities primarily relate to intangible assets and depreciation expense where the Company has a future obligation for tax purposes. As of May 4, 2019, the Company has a deferred tax asset related to net operating losses of $10.5 million, inclusive of $9.7 million related to state net operating losses that expire at various dates between 2019 and 2038, as well as $0.8 million related to Puerto Rico net operating losses that will expire between 2024 and 2025. As of May 4, 2019, the Company has a deferred tax asset related to tax credit carry-forwards of $6.2 million, inclusive of $4.6 million of state tax credit carry-forwards, which will begin to expire in 2022, as well as $1.6 million of deferred tax assets recorded for Puerto Rico alternative minimum tax credits that have an indefinite life. As of May 4, 2019, February 2, 2019 and May 5, 2018, valuation allowances amounted to $9.2 million, $10.3 million and $8.6 million, respectively, related to state and Puerto Rico net operating losses and state tax credit carry-forwards. The Company believes that it is more likely than not that this portion of the benefit of these state and Puerto Rico net operating losses and state tax credit carry-forwards will not be realized. |
Capital Stock
Capital Stock | 3 Months Ended |
May 04, 2019 | |
Capital Stock [Abstract] | |
Capital Stock | 9. Capital Stock Treasury Stock The Company accounts for treasury stock under the cost method. During the three month period ended May 4, 2019, the Company acquired 45,447 shares of common stock from employees for approximately $7.5 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock awards, which was recorded in the line item “Treasury stock” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated Statements of Cash Flows. Share Repurchase Program On August 15, 2018, the Company’s Board of Directors authorized the repurchase of up to $300 million of common stock, which is authorized to be executed through August 2020. This repurchase program is funded using the Company’s available cash and borrowings under the ABL Line of Credit. During the three month period ended May 4, 2019, the Company repurchased 841,460 shares of its common stock for $122.8 million, inclusive of commissions, under its share repurchase program, which was recorded in the line item “Treasury stock” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated Statements of Cash Flows. As of May 4, 2019, the Company had $175.6 million remaining under its share repurchase authorization. |
Net Income Per Share
Net Income Per Share | 3 Months Ended |
May 04, 2019 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | 10. Net Income Per Share Basic net income per share is calculated by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method. The following table presents the computation of basic and diluted net income per share: (in thousands, except per share data) Three Months Ended May 4, May 5, 2019 2018 Basic net income per share Net income $ 77,765 $ 82,588 Weighted average number of common shares – basic 66,104 66,983 Net income per common share – basic $ 1.18 $ 1.23 Diluted net income per share Net income $ 77,765 $ 82,588 Shares for basic and diluted net income per share: Weighted average number of common shares – basic 66,104 66,983 Assumed exercise of stock options and vesting of restricted stock 1,626 1,987 Weighted average number of common shares – diluted 67,730 68,970 Net income per common share – diluted $ 1.15 $ 1.20 Approximately 440,000 shares were excluded from diluted net income per share for the three month period ended May 4, 2019, since their effect was anti-dilutive. Approximately 220,000 shares were excluded from diluted net income per share for the three month period ended May 5, 2018, since their effect was anti-dilutive. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
May 04, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 11. Stock-Based Compensation As of May 4, 2019, there were 3,504,452 Non-cash stock compensation expense is as follows: (in thousands) Three Months Ended May 4, May 5, Type of Non-Cash Stock Compensation 2019 2018 Restricted stock grants (a) $ 4,952 $ 3,984 Stock option grants (a) 4,417 3,039 Performance stock grants (a) 58 - Total (b) $ 9,427 $ 7,023 (a) Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. (b) The amounts presented in the table above exclude taxes. For the three month period ended May 4, 2019, the tax benefit related to the Company’s non-cash stock compensation was approximately $2.4 million. For the three month period ended May 5, 2018, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.2 million. Stock Options Stock option transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Exercise Price Per Share Options outstanding, February 2, 2019 2,337,316 $ 64.48 Options granted 220,808 169.59 Options exercised (a) (110,493 ) 16.48 Options forfeited (11,509 ) 67.58 Options outstanding, May 4, 2019 2,436,122 $ 76.17 (a) Options exercised during the three month period ended May 4, 2019 had a total intrinsic value of $ 15.1 The following table summarizes information about the stock options vested and expected to vest during the contractual term of such options as of May 4, 2019: Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Vested and expected to vest 2,436,122 7.0 $ 76.17 $ 234.7 The fair value of each stock option granted during the three month period ended May 4, 2019 was estimated using the Black Scholes option pricing model using the following assumptions: Three Months Ended May 4, 2019 Risk-free interest rate 2.41% - 3.00% Expected volatility 32% - 34% Expected life (years) 5.69 - 6.25 Contractual life (years) 10.0 Expected dividend yield 0.0% Weighted average grant date fair value of options issued $ 63.59 The expected dividend yield was based on the Company’s expectation of not paying dividends in the near term. Since the Company completed its initial public offering in October 2013, it does not have sufficient history as a publicly traded company to evaluate its volatility factor. As such, the expected stock price volatility is based upon the historical volatility of the stock price over the expected life of the options of peer companies that are publicly traded. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. For grants issued during the three month period ended May 4, 2019, the expected life of the options was calculated using the simplified method. The simplified method defines the life as the average of the contractual term of the options and the weighted average vesting period for all option tranches. This methodology was utilized due to the relatively short length of time the Company’s common stock has been publicly traded. Restricted Stock Prior to May 1, 2019, the Company granted shares of restricted stock. Grants made on and after May 1, 2019 are in the form of restricted stock units. Restricted stock transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested awards outstanding, February 2, 2019 666,842 $ 81.93 Awards granted 111,129 169.72 Awards vested (a) (134,388 ) 84.17 Awards forfeited (4,344 ) 102.15 Non-vested awards outstanding, May 4, 2019 639,239 96.58 (a) Restricted stock awards vested during the three month period ended May 4, 2019 had a total intrinsic value of $ 22.3 The fair value of each share of restricted stock granted during Fiscal 2019 was based upon the closing price of the Company’s common stock on the grant date Performance Share Units Beginning in Fiscal 2019, the Company granted performance share units to its senior executives. Vesting of these performance share units is based on pre-established performance goals over a three-year period. Based on the Company’s achievement of these goals, each award may range from 50% (at threshold performance) to no more than 200% of the target award. In the event that actual performance is below threshold, no award will be made. Performance share unit transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested units outstanding, February 2, 2019 — $ — Units granted 75,640 170.08 Non-vested units outstanding, May 4, 2019 75,640 170.08 |
Other Liabilities
Other Liabilities | 3 Months Ended |
May 04, 2019 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities | 12. Other Liabilities As of May 4, 2019, the line item “Other liabilities” on the Company’s Condensed Consolidated Balance Sheet primarily consists of the long term portion of self-insurance reserves and tax liabilities associated with the uncertain tax positions recognized by the Company in accordance with ASC Topic No. 740, “Income Taxes.” As of February 2, 2019 and May 5, 2018, the line item “Other liabilities” on the Company’s Condensed Consolidated Balance Sheets primarily consists of deferred lease incentives, the excess of straight-line rent expense over actual rental payments, the long term portion of self-insurance reserves and tax liabilities associated with uncertain tax positions. Deferred lease incentives are funds received or receivable from landlords used primarily to offset costs incurred for leasehold improvements and fixturing of new and remodeled stores. These deferred lease incentives are amortized over the expected lease term including rent holiday periods and option periods, where the exercise of the option can be reasonably assured. Amortization of deferred lease incentives is included in the line item “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statements of Income. At February 2, 2019 and May 5, 2018, deferred lease incentives included in the line item “Other liabilities” were $216.2 million and $207.1 million, respectively. As a result of adoption of ASC 2016-02, deferred lease incentives are included in the line item “Long term operating lease liabilities” on the Company’s Condensed Consolidated Balance Sheet as of May 4, 2019. Refer to Note 3, “Lease Commitments,” for further detail of the Company’s lease liabilities. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
May 04, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal The Company establishes accruals relating to legal claims in connection with litigation to which the Company is party from time to time in the ordinary course of business. Like many retailers, the Company has been named in class or collective actions on behalf of various groups alleging violations of federal and state wage and hour and other labor statutes, and alleged violation of state consumer and/or privacy protection and other statutes. In the normal course of business, we are also party to various other lawsuits and regulatory proceedings including, among others, commercial, product, product safety, employee, customer, intellectual property and other claims. Actions against us are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties. To determine the likelihood of a loss and/or the measurement of any loss can be complex. Consequently, we are unable to estimate the range of reasonably possible loss in excess of amounts accrued. The Company’s assessments are based on estimates and assumptions that have been deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may prove to be incomplete or inaccurate, and unanticipated events and circumstances may occur that might cause us to change those estimates and assumptions. While no assurance can be given as to the ultimate outcome of these matters, the Company believes that the final resolution of these actions will not have a material adverse effect on the Company’s results of operations, financial position, liquidity or capital resources. Letters of Credit The Company had letter of credit arrangements with various banks in the aggregate amount of $ 56.0 Purchase Commitments The Company had $ 1,118.1 Death Benefits In November 2005, the Company entered into agreements with three of the Company’s former executives whereby upon each of their deaths the Company will pay $1.0 million to each respective designated beneficiary. |
Related Parties
Related Parties | 3 Months Ended |
May 04, 2019 | |
Related Party Transactions [Abstract] | |
Related Parties | 14. Related Parties The brother-in-law of one of the Company’s Executive Vice Presidents is an independent sales representative of one of the Company’s suppliers of merchandise inventory. This relationship predated the commencement of the Executive Vice President’s employment with the Company. The Company has determined that the dollar amount of purchases through such supplier represents an insignificant amount of its inventory purchases. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
May 04, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation As of May 4, 2019, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), has expanded its store base to 684 retail stores, inclusive of an internet store. These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2019 (Fiscal 2018 10-K). The balance sheet at February 2, 2019 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2018 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 4, 2019 are not necessarily indicative of results for the fiscal year. Accounting policies followed by the Company are described in Note 1 to the Fiscal 2018 10-K, “Summary of Significant Accounting Policies.” |
Fiscal Year | Fiscal Year The Company defines its fiscal year as the 52- or 53-week period ending on the Saturday closest to January 31. The current fiscal year ending February 1, 2020 (Fiscal 2019) and the prior fiscal year ended February 2, 2019 (Fiscal 2018) both consist of 52 weeks. |
Adopted Accounting Standards | Adopted Accounting Standards Leases In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2016-02, “Leases.” The standard’s core principle is to increase transparency and comparability among organizations by recognizing lease assets and liabilities on the balance sheet and disclosing key information about leasing arrangements. The Company adopted this ASU as of the beginning of Fiscal 2019. The Company applied the changes from the new guidance at the adoption date and recognized a cumulative effect adjustment to retained earnings in the period of adoption, as allowed under ASU 2018-11, “Leases: Targeted Improvements.” The Company did not adjust prior periods. The Company made an accounting policy election not to capitalize leases with an initial term of twelve months or less. The Company elected the transition package of practical expedients, which allows the Company to carry forward for its existing leases: i) the historical lease classification as either operating or capital; ii) assessment of whether any expired or existing contracts are or contain leases; and iii) capitalization of initial direct costs. Additionally, the Company elected the practical expedients to not separate lease and non-lease components for both its real estate and non-real estate leases, to not assess whether existing or expired land easements contain a lease, and to employ hindsight when determining lease terms for existing leases on the date of adoption. As a result of this standard, the Company has recognized approximately $2.1 billion of additional right-of-use assets (current and long-term combined) and approximately $2.3 billion of additional lease liabilities (current and long-term combined) on its consolidated balance sheet as of May 4, 2019. The right-of-use lease liability for operating leases is based on the net present value of future minimum lease payments. The right-of-use asset for operating leases is based on the lease liability adjusted for the reclassification of certain balance sheet amounts such as favorable leases, the long term portion of straight line rent liability, purchased lease rights and landlord allowances. In addition, the Company also recorded an approximate $0.6 million cumulative-effect adjustment to retained earnings, related to a deferr ed gain on a previous sale-leaseback transaction that was being recognized into the line item “Other income” over a 13 year period. Adoption of this standard also resulted in a change in the timing of certain expense recognition, primarily related to net favorable lease cost, as well as a reclassification of favorable lease cost from “Depreciation and amortization” to “Selling, general and administrative expenses” on the Company’s Condensed Consolidated Statement of Income for the three months ended May 4, 2019. This guidance did not have a material impact on the Company's liquidity. Refer to Note 3, “Lease Commitments,” for further detail of the Company’s future minimum lease payments. |
Pending Accounting Standards | Pending Accounting Standards Intangible Assets On January 26, 2017, the FASB issued ASU 2017-04, “Intangibles—Goodwill and Other: Simplifying the Test for Goodwill Impairment,” which aims to simplify the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Under the new guidance, goodwill impairment will be measured as the amount by which the carrying value exceeds the fair value. The loss recognized should not exceed the total amount of goodwill allocated to the reporting unit. The new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods. This ASU will be effective for the Company as of the beginning of Fiscal 2020. Early adoption is permitted for annual or interim goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate that the new guidance will have a significant impact on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” This ASU requires that implementation costs incurred in a hosting arrangement that is a service contract be assessed in accordance with the existing guidance in Subtopic 350-40, “Internal-Use Software.” Accordingly, costs incurred during the preliminary project stage must be expensed as incurred, while costs incurred during the application development stage must be capitalized. Capitalized implementation costs associated with a hosting arrangement that is a service contract must be expensed over the term of the hosting arrangement. Additionally, the new guidance requires that the expense of these capitalized costs be presented in the same line item in the statement of income as the fees associated with the hosting element of the arrangement. The new guidance will be effective for annual reporting periods beginning after December 15, 2019, including interim periods. This ASU will be effective for the Company as of the beginning of Fiscal 2020. Early adoption is permitted for annual or interim periods. While t he Company is still in the process of determining the impact of the adoption of this guidance on its consolidated financial statements or notes thereto, it 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 4, 2019, and there were no other new accounting standards or pronouncements that were issued but not yet effective as of May 4, 2019 that the Company expects to have a material impact on its financial position or results of operations upon becoming effective. |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 3 Months Ended |
May 04, 2019 | |
Stockholders Equity Note [Abstract] | |
Company's Stockholders Equity | Activity for the three month periods ended May 4, 2019 and May 5, 2018 in the Company’s stockholders’ equity are summarized below: (in thousands, except share data) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Total Balance at February 2, 2019 79,224,669 $ 7 $ 1,508,996 $ (260,919 ) $ (3,613 ) (12,079,572 ) $ (921,761 ) $ 322,710 Net income — — — 77,765 — — — 77,765 Stock options exercised 110,493 — 1,821 — — — — 1,821 Shares used for tax withholding — — — — — (45,447 ) (7,538 ) (7,538 ) Shares purchased as part of publicly announced programs — — — — — (841,460 ) (122,780 ) (122,780 ) Issuance of restricted shares, net of forfeitures of 4,344 restricted shares (2,585 ) — — — — — — — Stock based compensation — — 9,427 — — — — 9,427 Unrealized losses on interest rate cap contracts, net of related tax benefit of $1.3 million — — — — (3,272 ) — — (3,272 ) Amount reclassified into earnings, net of related taxes of $0.1 million — — — — (185 ) — — (185 ) Cumulative-effect adjustment — — — 600 — — — 600 Balance at May 4, 2019 79,332,577 $ 7 $ 1,520,244 $ (182,554 ) $ (7,070 ) (12,966,479 ) $ (1,052,079 ) $ 278,548 (in thousands, except share data) Common Stock Additional Paid-in Accumulated Accumulated Other Comprehensive Treasury Stock Shares Amount Capital Deficit Loss Shares Amount Total Balance at February 3, 2018 78,421,947 $ 7 $ 1,457,205 $ (675,664 ) $ (1,887 ) (10,550,222 ) $ (692,887 ) $ 86,774 Net income — — — 82,588 — — — 82,588 Stock options exercised 150,502 — 3,498 — — — — 3,498 Shares used for tax withholding — — — — — (47,132 ) (6,376 ) (6,376 ) Shares purchased as part of publicly announced programs — — — — — (488,468 ) (63,878 ) (63,878 ) Issuance of restricted shares, net of forfeitures of 3,318 restricted shares 125,780 — — — — — — — Stock based compensation — — 7,023 — — — — 7,023 Unrealized gains on interest rate cap contracts, net of related taxes of $0.4 million — — — — 986 — — 986 Amount reclassified into earnings, net of related taxes of $0.3 million — — — — 657 — — 657 Balance at May 5, 2018 (a) 78,698,229 $ 7 $ 1,467,726 $ (593,077 ) $ (244 ) (11,085,822 ) $ (763,141 ) $ 111,271 (a) Amounts may not foot due to rounding. |
Lease Commitments (Tables)
Lease Commitments (Tables) | 3 Months Ended |
May 04, 2019 | |
Leases [Abstract] | |
Future Lease Payments | The following is a schedule of the Company’s future lease payments: (in thousands) Fiscal Year Operating Leases Finance Leases 2019 (remainder) $ 295,937 $ 4,092 2020 379,430 5,634 2021 359,906 5,646 2022 342,210 5,773 2023 319,513 5,849 2024 279,101 5,677 Thereafter 962,493 10,716 Total future minimum lease payments 2,938,590 43,387 Amount representing interest (619,499 ) (11,136 ) Total lease liabilities 2,319,091 32,251 Less: current portion of lease liabilities (273,348 ) (3,052 ) Total long term lease liabilities $ 2,045,743 $ 29,199 Weighted average discount rate 5.5 % 8.3 % Weighted average remaining lease term (years) 8.6 7.9 |
Schedule of Net Lease Cost | The following is a schedule of net lease cost for the period indicated: (in thousands) Three Months Ended May 4, 2019 Finance lease cost: Amortization of finance lease asset (a) $ 973 Interest on lease liabilities (b) 655 Operating lease cost (c) 100,924 Variable lease cost (c) 1,358 Total lease cost 103,910 Less all rental income(d) (1,240 ) Total net rent expense (e) $ 102,670 (a) Included in the line item “Depreciation and amortization” in the Company’s Condensed Consolidated Statements of Income. (b) Included in the line item “Interest expense” in the Company’s Condensed Consolidated Statements of Income. (c) Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. (d) Included in the line item “Other revenue” in the Company’s Condensed Consolidated Statements of Income. (e) Excludes an immaterial amount of short-term lease cost. |
Schedule of Supplemental Cash Flow Disclosures Related to Leases | Supplemental cash flow disclosures related to leases are as follows: (in thousands) Three Months Ended May 4, 2019 Cash paid for amounts included in the measurement of lease liabilities: Cash payments arising from operating lease liabilities (a) $ 96,458 Cash payments for the principal portion of finance lease liabilities (b) $ 696 Cash payments for the interest portion of finance lease liabilities (a) $ 655 Supplemental non-cash information: Operating lease liabilities arising from obtaining right-of-use assets $ 177,687 (a) Included within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows. (b) Included within financing activities in the Company’s Condensed Consolidated Statements of Cash Flows. |
Net Rent Expense | The following is a schedule of net rent expense for the period indicated under Accounting Standards Codification (ASC) 840, “Leases”. Prior periods have not been adjusted for adoption of ASU 2016-02: (in thousands) Three Months Ended May 5, 2018 Rent expense: Minimum rental payments $ 88,088 Contingent rental payments 1,171 Straight-line rent expense 2,737 Lease incentives amortization (8,951 ) Total rent expense(a) 83,045 Less all rental income(b) (1,854 ) Total net rent expense $ 81,191 (a) Included in the line item “Selling, general and administrative expenses” in the Company’s Consolidated Statements of Income. (b) Included in the line item “Other revenue” in the Company’s Consolidated Statements of Income. |
Future Minimum Lease Payments Due Under Non - Cancelable Operating Lease | As previously disclosed in the Company’s Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments due under non-cancelable operating leases would have been as follows: (in thousands) Fiscal Year Operating Leases Capital Leases 2019 $ 383,877 $ 5,414 2020 405,370 5,120 2021 387,140 5,597 2022 369,068 5,725 2023 346,175 6,291 Thereafter 1,475,301 15,849 Total minimum lease payments 3,366,931 43,996 Amount representing interest — (11,290 ) Total future minimum lease payments $ 3,366,931 $ 32,706 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 3 Months Ended |
May 04, 2019 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long term debt consists of: (in thousands) May 4, February 2, May 5, 2019 2019 2018 $1,200,000 senior secured term loan facility (Term B-5 Loans), LIBOR (with a floor of 0.00%) plus 2.00%, matures on November 17, 2024 (a) $ 956,896 $ 956,693 $ 1,106,321 $600,000 ABL senior secured revolving facility, LIBOR plus spread based on average outstanding balance, matures on June 29, 2023 150,000 — 11,800 Finance lease obligations 32,251 32,706 21,196 Unamortized deferred financing costs (2,710 ) (2,832 ) (3,725 ) Total debt 1,136,437 986,567 1,135,592 Less: current maturities (3,052 ) (2,924 ) (13,040 ) Long term debt, net of current maturities $ 1,133,385 $ 983,643 $ 1,122,552 (a) Prior to November 2, 2018, the interest rate on the Term B-5 Loans was LIBOR (with a floor of 0.75%) plus 2.50%. |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
May 04, 2019 | |
Fair Value of Company's Derivative Financial Instruments on Gross Basis as well as Classification | The table below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets: (in thousands) Fair Values of Derivative Instruments May 4, 2019 February 2, 2019 May 5, 2018 Derivatives Designated as Hedging Instruments Balance Sheet Location Fair Value Balance Sheet Location Fair Value Balance Sheet Location Fair Value Interest rate cap contracts Prepaid and other current assets $ 483 Prepaid and other current assets $ 2,213 Other assets $ 5,793 Interest rate swap contract Other liabilities $ 9,708 Other liabilities $ 5,239 N/A N/A |
Summary of Unrealized Gains and Losses Deferred to Accumulated Other Comprehensive Income (Loss) | The following table presents the unrealized gains and losses deferred to accumulated other comprehensive income (loss) resulting from the Company’s derivative instruments for each of the reporting periods. (in thousands) Three Months Ended Interest Rate Cap Contracts: May 4, 2019 May 5, 2018 Unrealized (losses) gains, before taxes $ (4,523 ) $ 1,364 Income tax benefit (expense) 1,251 (378 ) Unrealized (losses) gains, net of taxes $ (3,272 ) $ 986 |
Reclassification of Gains and Losses from Accumulated Other Comprehensive Income (Loss) into Earnings | The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income (loss) into earnings related to the Company’s derivative instruments for each of the reporting periods. (in thousands) Three Months Ended Component of Earnings: May 4, 2019 May 5, 2018 Interest expense $ (256 ) $ 909 Income tax expense 71 (252 ) Net income $ (185 ) $ 657 |
Derivatives Designated as Hedging Instruments | |
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships | As of May 4, 2019, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk: Interest Rate Derivative Number of Instruments Notional Aggregate Principal Amount Interest Cap/Swap Rate Maturity Date Interest rate cap contracts Two $ 800.0 million 1.00% May 31, 2019 Interest rate swap contract One $ 450.0 million 2.72% December 29, 2023 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
May 04, 2019 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income (Loss) | The following table details the changes in accumulated other comprehensive income (loss): (in thousands) Derivative Instruments Balance at February 2, 2019 $ (3,613 ) Unrealized losses, net of related tax benefit of $1.3 million (3,272 ) Amount reclassified into earnings, net of related taxes of $0.1 million (185 ) Balance at May 4, 2019 $ (7,070 ) |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
May 04, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Values of Financial Assets and Hierarchy of Level of Inputs | The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of May 4, 2019, February 2, 2019 and May 5, 2018 are summarized below: (in thousands) Fair Value Measurements at May 4, February 2, May 5, 2019 2019 2018 Level 1 Cash equivalents (including restricted cash) $ 22,471 $ 22,416 $ 22,393 |
Fair Values of Financial Liabilities | The fair values of the Company’s financial liabilities are summarized below: (in thousands) May 4, 2019 February 2, 2019 May 5, 2018 Carrying Amount Fair Value Carrying Amount Fair Value Carrying Amount Fair Value Term B-5 Loans $ 956,896 $ 954,504 $ 956,693 $ 947,126 $ 1,106,321 $ 1,111,853 ABL senior secured revolving facility 150,000 150,000 — — 11,800 11,800 Total debt (a) $ 1,106,896 $ 1,104,504 $ 956,693 $ 947,126 $ 1,118,121 $ 1,123,653 (a) Finance lease obligations are excluded from the table above. |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
May 04, 2019 | |
Income Tax Disclosure [Abstract] | |
Net Deferred Taxes | Net deferred taxes are as follows: (in thousands) May 4, February 2, May 5, 2019 2019 2018 Deferred tax asset $ 4,191 $ 4,361 $ 6,724 Deferred tax liability 180,280 178,779 181,607 Net deferred tax liability $ 176,089 $ 174,418 $ 174,883 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 3 Months Ended |
May 04, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Income per Share | The following table presents the computation of basic and diluted net income per share: (in thousands, except per share data) Three Months Ended May 4, May 5, 2019 2018 Basic net income per share Net income $ 77,765 $ 82,588 Weighted average number of common shares – basic 66,104 66,983 Net income per common share – basic $ 1.18 $ 1.23 Diluted net income per share Net income $ 77,765 $ 82,588 Shares for basic and diluted net income per share: Weighted average number of common shares – basic 66,104 66,983 Assumed exercise of stock options and vesting of restricted stock 1,626 1,987 Weighted average number of common shares – diluted 67,730 68,970 Net income per common share – diluted $ 1.15 $ 1.20 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
May 04, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Non-Cash Stock Compensation Expense | Non-cash stock compensation expense is as follows: (in thousands) Three Months Ended May 4, May 5, Type of Non-Cash Stock Compensation 2019 2018 Restricted stock grants (a) $ 4,952 $ 3,984 Stock option grants (a) 4,417 3,039 Performance stock grants (a) 58 - Total (b) $ 9,427 $ 7,023 (a) Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. (b) The amounts presented in the table above exclude taxes. For the three month period ended May 4, 2019, the tax benefit related to the Company’s non-cash stock compensation was approximately $2.4 million. For the three month period ended May 5, 2018, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.2 million. |
Stock Option Transactions | Stock option transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Exercise Price Per Share Options outstanding, February 2, 2019 2,337,316 $ 64.48 Options granted 220,808 169.59 Options exercised (a) (110,493 ) 16.48 Options forfeited (11,509 ) 67.58 Options outstanding, May 4, 2019 2,436,122 $ 76.17 (a) Options exercised during the three month period ended May 4, 2019 had a total intrinsic value of $ 15.1 |
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 of such options as of May 4, 2019: Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Aggregate Intrinsic Value (in millions) Vested and expected to vest 2,436,122 7.0 $ 76.17 $ 234.7 |
Weighted Average Assumptions Used to Estimate Fair Value of Each Stock Option Granted | The fair value of each stock option granted during the three month period ended May 4, 2019 was estimated using the Black Scholes option pricing model using the following assumptions: Three Months Ended May 4, 2019 Risk-free interest rate 2.41% - 3.00% Expected volatility 32% - 34% Expected life (years) 5.69 - 6.25 Contractual life (years) 10.0 Expected dividend yield 0.0% Weighted average grant date fair value of options issued $ 63.59 |
Award Grant and Vesting Transactions | Restricted stock transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested awards outstanding, February 2, 2019 666,842 $ 81.93 Awards granted 111,129 169.72 Awards vested (a) (134,388 ) 84.17 Awards forfeited (4,344 ) 102.15 Non-vested awards outstanding, May 4, 2019 639,239 96.58 (a) Restricted stock awards vested during the three month period ended May 4, 2019 had a total intrinsic value of $ 22.3 |
Performance Share Unit Transactions | Performance share unit transactions during the three month period ended May 4, 2019 are summarized as follows: Number of Shares Weighted Average Grant Date Fair Value Per Awards Non-vested units outstanding, February 2, 2019 — $ — Units granted 75,640 170.08 Non-vested units outstanding, May 4, 2019 75,640 170.08 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended |
May 04, 2019USD ($)Store | |
Summary Of Significant Accounting Policies [Line Items] | |
Number of stores | Store | 684 |
Operating lease, liability | $ 2,319,091 |
Cumulative effect on retained earnings, net of tax | 600 |
ASU 2016-02 | |
Summary Of Significant Accounting Policies [Line Items] | |
Operating lease, right-of-use asset | 2,100,000 |
Operating lease, liability | 2,300,000 |
Cumulative effect on retained earnings, net of tax | $ 600 |
Sale leaseback transaction period | 13 years |
Company's Stockholders Equity (
Company's Stockholders Equity (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2019 | May 05, 2018 | ||
Balance at beginning of period | $ 322,710 | $ 86,774 | |
Net income | 77,765 | 82,588 | |
Stock options exercised | $ 1,821 | 3,498 | |
Stock options exercised (in shares) | [1] | 110,493 | |
Shares used for tax withholding | $ (7,538) | (6,376) | |
Shares purchased as part of publicly announced programs | (122,780) | (63,878) | |
Stock based compensation | 9,427 | 7,023 | |
Unrealized gains (losses) on interest rate cap contracts, net of related taxes | (3,272) | 986 | |
Amount reclassified into earnings, net of related taxes | (185) | 657 | |
Cumulative-effect adjustment | 600 | ||
Balance at end of period | 278,548 | 111,271 | |
Common Stock | |||
Balance at beginning of period | $ 7 | $ 7 | |
Balance at beginning of period (in shares) | 79,224,669 | 78,421,947 | |
Stock options exercised (in shares) | 110,493 | 150,502 | |
Issuance of restricted shares, net of forfeitures | (2,585) | 125,780 | |
Balance at end of period | $ 7 | $ 7 | |
Balance at end of period (in shares) | 79,332,577 | 78,698,229 | |
Additional Paid-in Capital | |||
Balance at beginning of period | $ 1,508,996 | $ 1,457,205 | |
Stock options exercised | 1,821 | 3,498 | |
Stock based compensation | 9,427 | 7,023 | |
Balance at end of period | 1,520,244 | 1,467,726 | |
Accumulated Deficit | |||
Balance at beginning of period | (260,919) | (675,664) | |
Net income | 77,765 | 82,588 | |
Cumulative-effect adjustment | 600 | ||
Balance at end of period | (182,554) | (593,077) | |
Accumulated Other Comprehensive Loss | |||
Balance at beginning of period | (3,613) | (1,887) | |
Unrealized gains (losses) on interest rate cap contracts, net of related taxes | (3,272) | 986 | |
Amount reclassified into earnings, net of related taxes | (185) | 657 | |
Balance at end of period | (7,070) | (244) | |
Treasury Stock | |||
Balance at beginning of period | $ (921,761) | $ (692,887) | |
Balance at beginning of period (in shares) | (12,079,572) | (10,550,222) | |
Shares used for tax withholding | $ (7,538) | $ (6,376) | |
Shares used for tax withholding (in shares) | (45,447) | (47,132) | |
Shares purchased as part of publicly announced programs | $ (122,780) | $ (63,878) | |
Shares purchased as part of publicly announced programs, (in shares) | (841,460) | (488,468) | |
Balance at end of period | $ (1,052,079) | $ (763,141) | |
Balance at end of period (in shares) | (12,966,479) | (11,085,822) | |
[1] | Options exercised during the three month period ended May 4, 2019 had a total intrinsic value of $ 15.1 |
Company's Stockholders Equity_2
Company's Stockholders Equity (Paranthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Statement Of Stockholders Equity [Abstract] | ||
Forfeited restricted shares | 4,344 | 3,318 |
Unrealized gains (losses) on Interest Rate Cap Contracts, Tax | $ 1.3 | $ 0.4 |
Amount reclassified into earnings on Interest Rate Cap Contracts, Tax | $ 0.1 | $ 0.3 |
Lease Commitments - Additional
Lease Commitments - Additional Information (Detail) $ in Thousands | 3 Months Ended |
May 04, 2019USD ($)Store | |
Future Minimum Payments Receivable [Line Items] | |
Operating and finance leases, expiration period | 30 years |
Leases renewal option | 5 years |
Accrued lease liability | $ 467,000 |
Number of store committed to open or relocate but has not yet taken possession | Store | 66 |
Minimum lease payments | $ 3,366,931 |
Other Capitalized Property Plant and Equipment | |
Future Minimum Payments Receivable [Line Items] | |
Number of stores committed to be opened | Store | 76 |
Options to Extend Lease Terms | |
Future Minimum Payments Receivable [Line Items] | |
Minimum lease payments | $ 278,900 |
New Stores | Other Capitalized Property Plant and Equipment | |
Future Minimum Payments Receivable [Line Items] | |
Minimum lease payments | $ 622,400 |
Future Lease Payments (Detail)
Future Lease Payments (Detail) $ in Thousands | May 04, 2019USD ($) |
Operating Leases | |
2019 (remainder) | $ 295,937 |
2020 | 379,430 |
2021 | 359,906 |
2022 | 342,210 |
2023 | 319,513 |
2024 | 279,101 |
Thereafter | 962,493 |
Total future minimum lease payments | 2,938,590 |
Amount representing interest | (619,499) |
Total lease liabilities | 2,319,091 |
Less: current portion of lease liabilities | (273,348) |
Total long term lease liabilities | $ 2,045,743 |
Weighted average discount rate | 5.50% |
Weighted average remaining lease term (years) | 8 years 7 months 6 days |
Finance Leases | |
2019 (remainder) | $ 4,092 |
2020 | 5,634 |
2021 | 5,646 |
2022 | 5,773 |
2023 | 5,849 |
2024 | 5,677 |
Thereafter | 10,716 |
Total future minimum lease payments | 43,387 |
Amount representing interest | (11,136) |
Total lease liabilities | 32,251 |
Less: current portion of lease liabilities | (3,052) |
Total long term lease liabilities | $ 29,199 |
Weighted average discount rate | 8.30% |
Weighted average remaining lease term (years) | 7 years 10 months 24 days |
Schedule of Net Lease Cost (Det
Schedule of Net Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
May 04, 2019 | May 05, 2018 | |||
Finance lease cost: | ||||
Amortization of finance lease asset | [1] | $ 973 | ||
Interest on lease liabilities | [2] | 655 | ||
Operating lease cost | [3] | 100,924 | ||
Variable lease cost | [3] | 1,358 | ||
Total lease cost | 103,910 | |||
Less all rental income | [4] | 1,240 | ||
Total net rent expense | $ 102,670 | [5] | $ 81,191 | |
[1] | Included in the line item “Depreciation and amortization” in the Company’s Condensed Consolidated Statements of Income. | |||
[2] | Included in the line item “Interest expense” in the Company’s Condensed Consolidated Statements of Income. | |||
[3] | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. | |||
[4] | Included in the line item “Other revenue” in the Company’s Condensed Consolidated Statements of Income. | |||
[5] | Excludes an immaterial amount of short-term lease cost. |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Disclosures Related to Leases (Details) $ in Thousands | 3 Months Ended | |
May 04, 2019USD ($) | ||
Cash paid for amounts included in the measurement of lease liabilities: | ||
Cash payments arising from operating lease liabilities | $ 96,458 | [1] |
Cash payments for the principal portion of finance lease liabilities | 696 | [2] |
Cash payments for the interest portion of finance lease liabilities | 655 | [1] |
Operating lease liabilities arising from obtaining right-of-use assets | $ 177,687 | |
[1] | Included within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows. | |
[2] | Included within financing activities in the Company’s Condensed Consolidated Statements of Cash Flows. |
Net Rent Expense (Detail)
Net Rent Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2019 | [1] | May 05, 2018 | |
Rent expense: | |||
Minimum rental payments | $ 88,088 | ||
Contingent rental payments | 1,171 | ||
Straight-line rent expense | 2,737 | ||
Lease incentives amortization | (8,951) | ||
Total rent expense | 83,045 | ||
Less all rental income | (1,854) | ||
Total net rent expense | $ 102,670 | $ 81,191 | |
[1] | Excludes an immaterial amount of short-term lease cost. |
Future Minimum Lease Payments D
Future Minimum Lease Payments Due Under Non - Cancelable Operating Leases (Detail) $ in Thousands | May 04, 2019USD ($) |
Operating Leases | |
2019 | $ 383,877 |
2020 | 405,370 |
2021 | 387,140 |
2022 | 369,068 |
2023 | 346,175 |
Thereafter | 1,475,301 |
Total minimum lease payments | 3,366,931 |
Capital Leases | |
2019 | 5,414 |
2020 | 5,120 |
2021 | 5,597 |
2022 | 5,725 |
2023 | 6,291 |
Thereafter | 15,849 |
Total minimum lease payments | 43,996 |
Amount representing interest | (11,290) |
Total future minimum lease payments | $ 32,706 |
Long-Term Debt (Detail)
Long-Term Debt (Detail) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 | |
Debt Instrument [Line Items] | ||||
Finance lease obligations | $ 32,251 | $ 32,706 | $ 21,196 | |
Unamortized deferred financing costs | (2,710) | (2,832) | (3,725) | |
Total debt | 1,136,437 | 986,567 | 1,135,592 | |
Less: current maturities | (3,052) | (2,924) | (13,040) | |
Long term debt, net of current maturities | 1,133,385 | 983,643 | 1,122,552 | |
Senior Secured Term B-5 Loans | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | [1] | 956,896 | $ 956,693 | 1,106,321 |
ABL senior secured revolving facility | ||||
Debt Instrument [Line Items] | ||||
Long Term Debt | $ 150,000 | $ 11,800 | ||
[1] | (a) Prior to November 2, 2018, the interest rate on the Term B-5 Loans was LIBOR (with a floor of 0.75%) plus 2.50%. |
Long-Term Debt (Parenthetical)
Long-Term Debt (Parenthetical) (Detail) - USD ($) $ in Thousands | Nov. 01, 2018 | May 04, 2019 | May 05, 2018 | Feb. 02, 2019 |
Senior Secured Term B-5 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, maturity date | Nov. 17, 2024 | Nov. 17, 2024 | Nov. 17, 2024 | |
Long-Term Debt, face amount | $ 1,200,000 | $ 1,200,000 | $ 1,200,000 | |
ABL senior secured revolving facility | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, maturity date | Jun. 29, 2023 | Jun. 29, 2023 | Jun. 29, 2023 | |
Long-Term Debt, face amount | $ 600,000 | $ 600,000 | $ 600,000 | |
London Interbank Offered Rate Floor | Senior Secured Term B-5 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 0.75% | 0.00% | 0.00% | 0.00% |
London Interbank Offered Rate (LIBOR) | Senior Secured Term B-5 Loans | ||||
Debt Instrument [Line Items] | ||||
Long-Term Debt, interest rate | 2.50% | 2.00% | 2.00% | 2.00% |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Senior Secured Term Loan Facilities | ||
Debt Instrument [Line Items] | ||
Borrowing, interest rate | 4.50% | 4.40% |
ABL senior secured revolving facility | ||
Debt Instrument [Line Items] | ||
Line of Credit Facility, amount available | $ 393,900,000 | $ 533,200,000 |
Line of Credit Facility, maximum amount outstanding during period | 255,000,000 | 90,000,000 |
Line of Credit Facility, Average borrowings | $ 147,400,000 | $ 28,700,000 |
Line of Credit Facility, Average interest rate | 3.80% | 3.30% |
Outstanding Interest Rate Deriv
Outstanding Interest Rate Derivatives in Qualifying Hedging Relationships (Detail) - Cash Flow Hedging - Derivatives Designated as Hedging Instruments | 3 Months Ended |
May 04, 2019USD ($)Derivative | |
Interest Rate Cap Contract One | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | Derivative | 2 |
Notional Aggregate Principal Amount | $ | $ 800,000,000 |
Interest Cap Rate | 1.00% |
Maturity Date | May 31, 2019 |
Interest Rate Swap Contract | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |
Number of Instruments | Derivative | 1 |
Notional Aggregate Principal Amount | $ | $ 450,000,000 |
Interest Swap Rate | 2.72% |
Maturity Date | Dec. 29, 2023 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities (Detail) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 |
Interest Rate Cap Contracts | Prepaid and Other Current Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Designated as Hedging Instruments Interest Rate Cap Contracts, Asset at Fair Value | $ 483 | $ 2,213 | |
Interest Rate Cap Contracts | Other Assets | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Designated as Hedging Instruments Interest Rate Cap Contracts, Asset at Fair Value | $ 5,793 | ||
Interest Rate Swap Contract | Other Liabilities | |||
Derivatives, Fair Value [Line Items] | |||
Derivative Designated as Hedging Instruments Interest Rate Cap Contracts, Liability at Fair Value | $ 9,708 | $ 5,239 |
Summary of Unrealized Gains and
Summary of Unrealized Gains and Losses Deferred to Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Derivative Instruments Gain Loss [Line Items] | ||
Income tax benefit (expense) | $ (1,300) | $ (400) |
Unrealized gains (losses) on interest rate cap contracts, net of related taxes | (3,272) | 986 |
Derivatives Designated as Hedging Instruments | Interest Rate Cap Contracts | ||
Derivative Instruments Gain Loss [Line Items] | ||
Unrealized (losses) gains, before taxes | (4,523) | 1,364 |
Income tax benefit (expense) | 1,251 | (378) |
Unrealized gains (losses) on interest rate cap contracts, net of related taxes | $ (3,272) | $ 986 |
Reclassification of Gains and L
Reclassification of Gains and Losses from Accumulated Other Comprehensive Income (Loss) into Earnings (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||
Interest expense | $ (13,371) | $ (14,521) |
Income tax expense | (16,195) | (17,411) |
Net income | 77,765 | 82,588 |
Reclassification out of accumulated other comprehensive income | Derivatives Designated as Hedging Instruments | Accumulated net gain (loss) from cash flow hedges including portion attributable to noncontrolling interest | Interest Rate Cap Contracts | ||
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items] | ||
Interest expense | (256) | 909 |
Income tax expense | 71 | (252) |
Net income | $ (185) | $ 657 |
Derivative Instruments And He_4
Derivative Instruments And Hedging Activities - Additional Information (Detail) $ in Millions | May 04, 2019USD ($) |
Interest Rate Cap Contracts | |
Derivative [Line Items] | |
Amounts reported in Accumulated Other Comprehensive Income to be reclassified to interest expense, during the next twelve months | $ 1.3 |
Changes in Accumulated Other Co
Changes in Accumulated Other Comprehensive Income (Loss) (Detail) $ in Thousands | 3 Months Ended |
May 04, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | $ 322,710 |
Balance at end of period | 278,548 |
Derivative Instruments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance at beginning of period | (3,613) |
Unrealized losses, net of related tax benefit of $1.3 million | (3,272) |
Amount reclassified into earnings, net of related taxes of $0.1 million | (185) |
Balance at end of period | $ (7,070) |
Changes in Accumulated Other _2
Changes in Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - Derivative Instruments $ in Millions | 3 Months Ended |
May 04, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Unrealized losses on Interest Rate Cap Contracts, Tax | $ 1.3 |
Amount reclassified into earnings on Interest Rate Cap Contracts, Tax | $ 0.1 |
Fair Values of Financial Assets
Fair Values of Financial Assets and Hierarchy of Level of Inputs (Detail) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 |
Fair Value, Inputs, Level 1 | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Cash equivalents (including restricted cash) | $ 22,471 | $ 22,416 | $ 22,393 |
Fair Values of Financial Liabil
Fair Values of Financial Liabilities (Detail) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 | |
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | [1] | $ 1,106,896 | $ 956,693 | $ 1,118,121 |
Long-Term Debt, Fair Value | [1] | 1,104,504 | 947,126 | 1,123,653 |
Term B-5 Loans | ||||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | 956,896 | 956,693 | 1,106,321 | |
Long-Term Debt, Fair Value | 954,504 | $ 947,126 | 1,111,853 | |
ABL senior secured revolving facility | ||||
Carrying Amounts And Fair Values Of Financial Instruments [Line Items] | ||||
Long-Term Debt, Carrying Amount | 150,000 | 11,800 | ||
Long-Term Debt, Fair Value | $ 150,000 | $ 11,800 | ||
[1] | Finance lease obligations are excluded from the table above. |
Net Deferred Taxes (Detail)
Net Deferred Taxes (Detail) - USD ($) $ in Thousands | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 |
Income Tax Disclosure [Abstract] | |||
Deferred tax asset | $ 4,191 | $ 4,361 | $ 6,724 |
Deferred tax liability | 180,280 | 178,779 | 181,607 |
Net deferred tax liability | $ 176,089 | $ 174,418 | $ 174,883 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
May 04, 2019 | Feb. 02, 2019 | May 05, 2018 | |
Income Tax Disclosure [Line Items] | |||
Deferred tax asset for net operating loss | $ 10.5 | ||
Valuation allowances | 9.2 | $ 10.3 | $ 8.6 |
Puerto Rico | |||
Income Tax Disclosure [Line Items] | |||
Tax credit carryforwards | 6.2 | ||
Amount of alternative minimum tax credits | $ 1.6 | ||
Alternative minimum tax credits, expiration life | indefinite life | ||
State and local jurisdiction | |||
Income Tax Disclosure [Line Items] | |||
Deferred tax asset for net operating loss | $ 9.7 | ||
Tax credit carryforwards | $ 4.6 | ||
Tax credit expiration period | 2022 | ||
State and local jurisdiction | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2019 | ||
State and local jurisdiction | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2038 | ||
Puerto Rico | |||
Income Tax Disclosure [Line Items] | |||
Deferred tax asset for net operating loss | $ 0.8 | ||
Puerto Rico | Minimum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2024 | ||
Puerto Rico | Maximum | |||
Income Tax Disclosure [Line Items] | |||
Net operating losses subject to expiration year | 2025 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Detail) - USD ($) | Aug. 15, 2018 | May 04, 2019 | May 05, 2018 |
Statement Equity Components [Line Items] | |||
Shares Used for Tax Withholdings | $ 7,538,000 | $ 6,376,000 | |
2018 Stock Repurchase Program | |||
Statement Equity Components [Line Items] | |||
Stock repurchase program, authorized amount | $ 300,000,000 | ||
Stock repurchase program, authorized execution month and year | 2020-08 | ||
Common stock repurchased, shares | 841,460 | ||
Common stock repurchased, value | $ 122,800,000 | ||
Remaining authorized repurchase amount | $ 175,600,000 | ||
Treasury Stock | |||
Statement Equity Components [Line Items] | |||
Shares Used for Tax Withholdings (in shares) | 45,447 | ||
Shares Used for Tax Withholdings | $ 7,500,000 |
Computation of Basic and Dilute
Computation of Basic and Diluted Net Income per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Basic net income per share | ||
Net income | $ 77,765 | $ 82,588 |
Weighted average number of common shares – basic | 66,104 | 66,983 |
Net income per common share – basic | $ 1.18 | $ 1.23 |
Diluted net income per share | ||
Net income | $ 77,765 | $ 82,588 |
Weighted average number of common shares – basic | 66,104 | 66,983 |
Assumed exercise of stock options and vesting of restricted stock | 1,626 | 1,987 |
Weighted average number of common shares – diluted | 67,730 | 68,970 |
Net income per common share – diluted | $ 1.15 | $ 1.20 |
Net Income Per Share - Addition
Net Income Per Share - Additional Information (Detail) - shares | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from diluted net income per share | 440,000 | 220,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - shares | Feb. 03, 2019 | May 04, 2019 |
Performance Share Units | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance Share Units | Minimum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target award threshold range | 50.00% | |
Performance Share Units | Maximum | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Target award threshold range | 200.00% | |
2013 Omnibus Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of shares available for grant equity awards | 3,504,452 |
Non-Cash Stock Compensation Exp
Non-Cash Stock Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2019 | May 05, 2018 | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-Cash Stock Compensation | [1] | $ 9,427 | $ 7,023 |
Restricted Stock Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-Cash Stock Compensation | [2] | 4,952 | 3,984 |
Stock Option Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-Cash Stock Compensation | [2] | 4,417 | $ 3,039 |
Performance Stock Grants | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Non-Cash Stock Compensation | [2] | $ 58 | |
[1] | The amounts presented in the table above exclude taxes. For the three month period ended May 4, 2019, the tax benefit related to the Company’s non-cash stock compensation was approximately $2.4 million. For the three month period ended May 5, 2018, the tax benefit related to the Company’s non-cash stock compensation was approximately $1.2 million. | ||
[2] | Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. |
Non-Cash Stock Compensation E_2
Non-Cash Stock Compensation Expense (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | |
May 04, 2019 | May 05, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Non-Cash Stock Compensation tax benefit | $ 2.4 | $ 1.2 |
Stock Option Transactions (Deta
Stock Option Transactions (Detail) | 3 Months Ended | |
May 04, 2019$ / sharesshares | ||
Number of Shares | ||
Options Outstanding at Beginning of Period | shares | 2,337,316 | |
Options Granted | shares | 220,808 | |
Options Exercised | shares | (110,493) | [1] |
Options Forfeited | shares | (11,509) | |
Options Outstanding at End of Period | shares | 2,436,122 | |
Weighted Average Exercise Price Per Share | ||
Options Outstanding at Beginning of Period | $ / shares | $ 64.48 | |
Options Granted | $ / shares | 169.59 | |
Options Exercised | $ / shares | 16.48 | [1] |
Options Forfeited | $ / shares | 67.58 | |
Options Outstanding at End of Period | $ / shares | $ 76.17 | |
[1] | Options exercised during the three month period ended May 4, 2019 had a total intrinsic value of $ 15.1 |
Stock Option Transactions (Pare
Stock Option Transactions (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
May 04, 2019USD ($) | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share based compensation option exercised total intrinsic value | $ 15.1 |
Stock Options Vested and Expect
Stock Options Vested and Expected to Vest (Detail) $ / shares in Units, $ in Millions | 3 Months Ended |
May 04, 2019USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Vested and expected to vest, Options | shares | 2,436,122 |
Vested and expected to vest, Weighted Average Remaining Contractual Life (Years) | 7 years |
Vested and expected to vest, Weighted Average Exercise Price | $ / shares | $ 76.17 |
Vested and expected to vest, Aggregate Intrinsic Value | $ | $ 234.7 |
Weighted Average Assumptions Us
Weighted Average Assumptions Used to Estimate Fair Value of Stock Option (Detail) | 3 Months Ended |
May 04, 2019$ / shares | |
Share Based Compensation Arrangement Assumptions Used To Estimate Fair Values Of Share Options Granted [Line Items] | |
Risk-free interest rate, minimum | 2.41% |
Risk-free interest rate, maximum | 3.00% |
Expected volatility, minimum | 32.00% |
Expected volatility, maximum | 34.00% |
Contractual life (years) | 10 years |
Expected dividend yield | 0.00% |
Weighted average grant date fair value of options issued | $ 63.59 |
Minimum | |
Share Based Compensation Arrangement Assumptions Used To Estimate Fair Values Of Share Options Granted [Line Items] | |
Expected life (years) | 5 years 8 months 8 days |
Maximum | |
Share Based Compensation Arrangement Assumptions Used To Estimate Fair Values Of Share Options Granted [Line Items] | |
Expected life (years) | 6 years 3 months |
Award Grant, Vested and Forfeit
Award Grant, Vested and Forfeiture Transactions (Detail) - Non Vested Restricted Stock | 3 Months Ended | |
May 04, 2019$ / sharesshares | ||
Number of Shares | ||
Non-Vested Awards Outstanding at Beginning of Period | shares | 666,842 | |
Awards Granted | shares | 111,129 | |
Awards Vested | shares | (134,388) | [1] |
Awards Forfeited | shares | (4,344) | |
Non-Vested Awards Outstanding at End of Period | shares | 639,239 | |
Weighted Average Grant Date Fair Value Per Awards | ||
Non-Vested Awards Outstanding at Beginning of Period | $ / shares | $ 81.93 | |
Awards Granted | $ / shares | 169.72 | |
Awards Vested | $ / shares | 84.17 | [1] |
Awards Forfeited | $ / shares | 102.15 | |
Non-Vested Awards Outstanding at End of Period | $ / shares | $ 96.58 | |
[1] | Restricted stock awards vested during the three month period ended May 4, 2019 had a total intrinsic value of $ 22.3 |
Award Grant, Vested and Forfe_2
Award Grant, Vested and Forfeiture Transactions (Parenthetical) (Detail) $ in Millions | 3 Months Ended |
May 04, 2019USD ($) | |
Restricted Stock Issuances | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Share based compensation awards vested total intrinsic value | $ 22.3 |
Performance Share Unit Transact
Performance Share Unit Transactions (Detail) - Performance Share Units | 3 Months Ended |
May 04, 2019$ / sharesshares | |
Number of Shares | |
Awards Granted | shares | 75,640 |
Non-Vested Awards Outstanding at End of Period | shares | 75,640 |
Weighted Average Grant Date Fair Value Per Awards | |
Awards Granted | $ / shares | $ 170.08 |
Non-Vested Awards Outstanding at End of Period | $ / shares | $ 170.08 |
Other Liabilities - Additional
Other Liabilities - Additional Information (Detail) - USD ($) $ in Millions | Feb. 02, 2019 | May 05, 2018 |
Other Liabilities Disclosure [Abstract] | ||
Deferred lease incentives | $ 216.2 | $ 207.1 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | May 04, 2019 | Feb. 02, 2019 | May 05, 2018 | Nov. 30, 2005 |
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | $ 56,000,000 | $ 56,700,000 | $ 55,000,000 | |
Purchase commitments related to goods or services | 1,118,100,000 | |||
Death benefits | $ 1,000,000 | |||
Guarantee Performance Under Insurance And Utility Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 50,900,000 | 48,900,000 | 44,500,000 | |
Merchandising Agreement | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, outstanding amount | 5,100,000 | 7,800,000 | 10,500,000 | |
Letters of Credit | ABL senior secured revolving facility | ||||
Commitments And Contingencies Disclosure [Line Items] | ||||
Letters of credit, maximum borrowing capacity | $ 393,900,000 | $ 543,300,000 | $ 533,200,000 |