BURLINGTON COAT FACTORY WAREHOUSE CORP
10-Q, 1994-05-17
FAMILY CLOTHING STORES
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                              FORM 10-Q 
                    SECURITIES & EXCHANGE COMMISSION 
                            Washington, D.C. 20549 
(MARK ONE) 
[X]       QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) 
          OF THE SECURITIES EXCHANGE ACT OF 1934 
 
          For Quarter Ended April 2, 1994 
                             or 
[ ]       TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) 
          OF THE SECURITIES EXCHANGE ACT OF 1934 
 
          For the Transition Period From ... to ... 
 
                         Commission File No. 1-8739 
 
         Burlington Coat Factory Warehouse Corporation 
      _____________________________________________________ 
       (Exact name of registrant as specified in its charter) 
 
           Delaware                                22-1970303 
- - ------------------------------   ------------------------------- 
(State or other jurisdiction of        (I.R.S. Employer  
incorporation or organization)          Identification Number) 
 
    1830 Route 130 North 
    Burlington, New Jersey                          08016 
- - ------------------------------   ------------------------------- 
(Address of principal executive                  (Zip Code) 
 offices) 
 
Registrant's telephone number, including area code (609) 387-7800 
 
   Indicate by check mark whether the Registrant (1) has filed 
   all reports required by Section 13 or 15(d) of the Securities 
   Exchange Act of 1934 during  the preceding 12 months (or for 
   such shorter period that the registrant was required to file 
   such reports)  and (2) has been subject to such filing 
   requirements for the past 90 days. 
    
   Yes ______X______               No _______________
    
   Indicate  the number of shares outstanding of each of the 
   issuer's classes of common stock, as of the latest 
   practicable date. 
    
             Class                    Outstanding at May 11, 1994 
- - --------------------------         --------------------------------

Common stock, par value $1                      41,119,463 
 
 

                                                             
                                                                      Page 1  
<PAGE>
 
            BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 
                           AND SUBSIDIARIES 
 
                                 I N D E X 
                                                                 
                                                                   Page 
 
 
Part I - Financial Information: 
 
 Item 1.  Financial Statements: 
 
  Condensed consolidated balance sheets -                           3 
   April 2, 1994 (unaudited), July 3, 1993  
    and March 27, 1993 (unaudited)  
                                  
  Condensed consolidated statements of operations - nine            4 
   and three months ended April 2, 1994 (unaudited) and  
   March 27, 1993 (unaudited) 
    
  Condensed consolidated statements of cash flows -                 5 
   Nine months ended April 2, 1994 (unaudited) and  
   March 27, 1993 (unaudited) 
 
  Notes to condensed consolidated financial statements            6-7 
 
 Item 2.  Management's discussion and analysis of results      8 - 12 
          of operations and financial condition 
 
 
Part II - Other Information: 
 
 Item 6.  Exhibits and reports on Form 8-K                         13 
 
SIGNATURES                                                         13 
 
 
 
 
 
                       * * * * * * * * * * * * 
 
 
 
 
 
 
 
 
 
                                                                  
                                                                  Page 2

<PAGE>
                 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 
                                AND SUBSIDIARIES 
                     CONDENSED CONSOLIDATED BALANCE SHEETS 
                                  (Unaudited) 
 
                           (All amounts in thousands) 
 
<TABLE>
 
                                  April 02,         July 03,        March 27, 
                                    1994              1993             1993     
                                 ----------         --------       ----------
<S>                             <C>             <C>              <C>    
ASSETS 
 
Current Assets: 
 Cash and Cash Equivalents       $  62,752       $ 34,881          $  89,547       
 Short-Term Investments             28,194         16,421             31,509 
 Accounts Receivable                15,393         10,057             11,095 
 Merchandise Inventories           424,070        352,919            312,306 
 Deferred Tax Asset                  5,133          4,441              4,278 
 Prepaid and Other Current Assets    2,592         16,641              5,889 
                                 ---------      ---------         ----------
 
            Total Current Assets   538,134        435,360            454,624 
 
Property and Equipment Net of
  Accumulated Depreciation
  and Amortization                 173,829        142,582            133,854 
Other Assets                        11,293          7,539              6,421  
                                ----------      ---------          ---------
Total Assets                     $ 723,256      $ 585,481          $ 594,899 
                                ==========      =========          =========
 
LIABILITIES AND STOCKHOLDERS' EQUITY 
 
Current Liabilities: 
 Accounts Payable                $ 164,976     $ 116,207           $ 115,555 
 Income Taxes Payable               13,010         5,758              11,271 
 Other Current Liabilities          61,097        38,169              44,337 
 Current Maturities of Long
   Term Debt                            58           113                 127  
                                ----------     ---------           ---------
 
       Total Current Liabilities   239,141       160,247             171,290 
 
Long Term Debt                      91,379        91,428              91,437 
Other Liabilities                    6,763         5,379               5,424 
Deferred Tax Liability               6,321         5,316               4,930 
 
Stockholders' Equity: 
 Unrealized Loss-Marketable
  Securities                           (11)          (11)                 --
 Equity Adjustment for Foreign 
  Currency  Translation                 46            --                  -- 
 Common Stock                       41,117        41,028              41,006 
 Capital in Excess of Par Value     24,010        23,598              22,929 
 Retained Earnings                 316,340       260,346             259,733 
Less Treasury Stock at Cost        (1,850)       (1,850)             (1,850) 
                                ----------     ---------         -----------
 
      Total Stockholders' Equity   379,652       323,111             321,818 
 
Total Liabilities and  
 Stockholders' Equity            $ 723,256     $ 585,481           $ 594,899 
                                 =========     =========           =========
 
See Notes to the condensed consolidated financial statements. 
 
</TABLE>
                                                                  
                                                                      Page 3
<PAGE>
                 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                                AND SUBSIDIARIES 
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS 
                                  (Unaudited) 
 
                (All amounts in thousands except per share data)

<TABLE>
 
                                 Nine Months Ended      Three Months Ended  
                               April 02,  March 27,   April 02,   March 27, 
                                 1994       1993         1994       1993 
                                                          

                                                                  
<S>                          <C>           <C>         <C>          <C>  
REVENUES:                    --------------------------------------------------
                              
Net Sales                     $1,194,048    $ 947,408   $ 327,413    $ 257,323 
Other Income                       7,771       11,794       2,314        4,515 
                              ----------    ---------   ---------    ---------
                               1,201,819      959,202     329,727      261,838 
                              ----------    ---------   ---------    ---------
  
COSTS AND EXPENSES: 
 Cost of Sales (Exclusive 
   of Depreciation and
   Amortization)                 775,226      618,916     212,960      168,492 
 Selling and Administrative
    Expenses                     312,171      253,911     104,253       83,650 
 Depreciation and Amortization    16,761       13,013       5,544        4,364 
 Interest Expenses                 7,378        7,193       2,415        2,306 
                               ---------    ---------   ---------    ---------   
                               1,111,536      893,033     325,172      258,812 
                               ---------    ---------   ---------    ---------   
 
Income Before Provision for 
 Income Taxes and Cumulative 
 Effect on Prior Years of 
 Change in Accounting Principle   90,283       66,169       4,555        3,026 
 
Provision for Income Taxes        34,289       24,480       1,727        1,125 
                               ---------    ---------   ---------     -------- 
Income Before Cumulative Effect
  on Prior Years of Change in 
  Accounting Principle            55,994       41,689       2,828        1,901 
                               ---------   ----------  ----------    ---------
 Cumulative Effect on Prior Years 
 of Change in Accounting Principle 
  (See Note 4)                        --          601          --          -- 
                               ---------   ----------  ----------    --------- 
 
Net Income                      $ 55,994    $ 42,290    $  2,828     $  1,901 
                               =========   =========   =========    =========                             
 
Earnings Per Share: 
  Income Per Share Before 
  Cumulative Effect on Prior 
  Years of Change in
  Accounting Principle             $1.38       $1.03       $0.07        $0.05 
 
 
Income Per Share From Cumulative 
  Effect on Prior Years of Change 
  in Accounting Principle             --        $0.02         --           -- 
                               ---------   ----------   --------    ---------
 
Net Income Per Share               $1.38       $1.05       $0.07        $0.05 
                              ==========   =========   =========    =========    
Weighted Average Shares
   Outstanding                40,617,704  40,464,084  40,636,737   40,486,050 
                              ==========  ==========  ==========   ==========
 
Dividends Per Share                   --          --          --          -- 
                              ========== ===========  ==========   ==========
See Notes to the condensed consolidated financial statements. 
</TABLE>
                                                                  
                                                                     Page 4
<PAGE>
                 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 
                                AND SUBSIDIARIES 
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS 
                                  (unaudited) 
 
                           (All amounts in thousands) 
<TABLE>
 
                                                   Nine Months Ended 
                                              April 02,        March 27, 
                                                1994              1993    
                                             --------------------------- 
<S>                                         <C>              <C>                
OPERATING ACTIVITIES 
  Net Income                                 $  55,994        $   42,290 
   Adjustments to Reconcile Net Income
    to Net Cash Provided by Operating 
    Activities: 
     Depreciation and Amortization              16,761            13,013 
     Provision for Deferred Income Taxes           313              (631)
     Loss on Disposition of Fixed Assets           216               313 
     Rent Expense and Other                       4,563            3,498 
   Changes in Operating Assets and
     Liabilities, Net of Effect of
     Acquisition: 
      Accounts Receivable                        (8,894)          (4,745)
      Merchandise Inventories                   (65,059)         (48,167)
      Prepaids and Other Current Assets          14,388            3,210 
      Accounts Payable                           44,969           44,051 
      Other Current Liabilities                  29,521           14,454 
                                              ---------        ---------
  Net Cash Provided by Operating Activities      92,772           67,286 
                                              ---------        --------- 
INVESTING ACTIVITIES 
       Acquisition of Property and Equipment    (48,241)         (26,965) 
       Short Term Investments-Net               (11,773)          26,535
       Proceeds From Sale of Fixed Assets            17               14 
       Issuance of Long Term Notes Receivable    (2,515)            (924) 
       Receipts Against Long Term Notes 
          Receivable                                446              374 
       Acquisition of Investments                    --             (155)
       Proceeds From Sale of Investments             --              113 
       Acquisition of Leasehold                  (2,050)              -- 
       Minority Interest                            547               -- 
       Cash of Acquired Company,
         Net of Acquisition Costs                   306               -- 
       Other                                         63              150 
                                              ---------         --------
     Net Cash (Used) by Investing Activities    (63,200)            (858) 
                                              ----------        --------- 
 
FINANCING ACTIVITIES 
      Principal Payments on Long Term Debt         (104)          (3,046)
      Issuance of Common Stock Upon Exercise of  
        Stock Options                               501              816 
      Repayments of Borrowings Under Line of  
        Credit of Acquired Company               (2,098)              --
                                             -----------        --------
        Net Cash Used in Financing Activities    (1,701)          (2,230) 
 
        Increase in Cash and Cash Equivalents    27,871           64,198 
                                            
        Cash and Cash Equivalents at
          Beginning of Period                    34,881           25,349 
                                             ----------        ---------
        Cash and Cash Equivalents at
          End of Period                        $ 62,752         $ 89,547 
                                            ===========       ==========
   
        Interest Paid:                           $5,444           $9,654 
        Income Taxes Paid:                      $26,724          $17,719 
                                            ===========       ========== 
See notes to the condensed consolidated financial statements. 
</TABLE>
                                                                  
                                                                      Page 5 
 
                                                                  
<PAGE>
                 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION 
                                AND SUBSIDIARIES 
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
          NINE AND THREE MONTHS ENDED APRIL 2, 1994 AND MARCH 27, 1993 
 
 
  
1.   The condensed consolidated financial statements include the accounts of
the Company and all its subsidiaries.  All significant intercompany accounts
and transactions have been eliminated.  The accompanying financial statements
are unaudited, but in the opinion of management reflect all adjustments, 
which include normal recurring accruals, necessary for a fair presentation
of the results of operations for the interim period.  Since the Company's 
business is seasonal in character, the operating results for the nine and 
three months ended April 2, 1994 and the corresponding periods ended 
March 27, 1993 are not necessarily indicative of results for the fiscal year.   
                              
2.   Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  It is suggested 
that these condensed consolidated financial statements be read in 
conjunction with the financial statements and notes thereto included in 
the Company's Annual Report on Form 10-K filed with the Securities
and Exchange Commission on October 1, 1993. 
 
3.   Inventories as of April 2, 1994 and March 27, 1993 are stated at 
the lower of FIFO cost or market, as determined by the gross profit method. 
Inventories as of July 3, 1993 were valued by the retail inventory method.     
 
4.   During the quarter ended September 26, 1992, the Company adopted 
Statement of Financial Accounting Standards No. 109, "Accounting for 
Income Taxes."  The Company reflected the cumulative effect on prior 
years of the change in accounting principle by recording a benefit of 
$.6 million ($.02 per share) during the first quarter of fiscal 1993.  
Under Statement No. 109, income taxes are recognized for (a) the amount 
of taxes payable or refundable for the current year, and (b) deferred 
tax liabilities and assets for the future tax consequences of events 
that have been recognized in the Company's financial statements or tax 
returns.  The effects of income taxes are measured based on enacted tax 
law and rates. 
 
     During the nine-month period ended April 2, 1994, federal tax 
legislation was enacted that changed the income tax consequences for the 
Company.  The principal provision of the new law which affects the
Company was an increase in the federal statutory tax rate from 34% to 
35%.  The effect on current and deferred taxes of a change in tax rates  
is recognized in income in the period that includes the enactment date.  
As a result, taxes currently payable and deferred tax liabilities increased
by $.3 million.  The effect, which decreased net income $.3 million, was 
recognized as a component of income tax expense in the nine-month period 
ended April 2, 1994. 
 
     Additionally, management has estimated that the combined federal, 
state and local effective tax rate will be approximately 38% in the fiscal 
year ending 1994. 
 
                                                                  
                                                                      Page 6 
     As of April 2, 1994, the Company had a deferred tax liability
of $6.3 million and a $5.1 million current deferred tax asset. Valuation 
allowances were not required.  Deferred tax assets consisted primarily 
of certain operating costs, provisions for uncollectible receivables and 
certain inventory related costs not currently deductible for tax 
purposes.  Deferred tax liabilities primarily reflected the excess of 
tax depreciation over book depreciation. 
 
5.   Licensee department sales, included in net sales, amounted to $14.6 
million and $4.1 million for the nine and three month periods ended 
April 2, 1994, respectively, compared with $14.1 million and $4. million 
for the similar periods of fiscal 1993. 
 
6.   Other current liabilities primarily consist of sales tax payable, 
accrued operating expenses, payroll taxes payable and other miscellaneous
recurring and non-recurring items. 
 
7.   Certain reclassification have been made to the prior year's condensed
consolidated financial statements to conform to the classifications used
in the current period.   
 
8.   On December 6, 1993, the Company acquired 100% ownership of a 
Northeastern regional retail chain (Decelle, Inc.) for approximately $.2  
million and at closing repaid Decelle bank debt of approximately $2.1 
million. The chain is comprised of 9 stores in Massachusetts, New 
Hampshire and Rhode Island. Net sales for the Decelle, Inc. chain amounted 
to $10.8 million for the  period from December 6, 1993 through April 2, 
1994.  Net sales in the current quarter were $7.0 million.

 
 
 
 
 
                                                                  Page 7
 <PAGE>
 
                 BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                                AND SUBSIDIARIES 
 
Item 2.  Management's Discussion and Analysis of Results of Operations 
and Financial Condition. 
 
Results of Operations 
- - --------------------- 
 
The following table sets forth certain items in the condensed 
consolidated statements of operations as a percentage of net sales
for the nine and three month periods ended April 2, 1994 and March 27,
1993. 
<TABLE>
 
                                Percentage of Net Sales 
                        Nine Months Ended           Three Months Ended
                      April 2,    March 27,       April 2,    March 27, 
                        1994        1993            1994        1993

<S>                  <C>         <C>             <C>         <C>          
Net Sales             100.0%      100.0%          100.0%      100.0% 
 
Costs and expenses: 
 
Cost of sales          64.9        65.3            65.1        65.5 
Selling &  
 administrative 
 expenses              26.1        26.8            31.8        32.5 
Depreciation & 
 amortization           1.4         1.4             1.7         1.7 
Interest expense         .6          .8              .7          .9 
                    --------    --------         -------       ------- 
                       93.0        94.3            99.3       100.6 
                    --------    --------         -------       ------- 
Other income             .6         1.3              .7         1.7 
                    --------    --------         -------       ------- 
Income before income  
 taxes and cumulative  
 effect on prior  
 years of change in 
 accounting principle   7.6         7.0             1.4         1.1 
 
Provision for 
 Income tax             2.9         2.6              .5          .4 
                     -------   --------          ------        ------ 
Income before  
 cumulative effect 
 on prior years of  
 change in  
 accounting principle   4.7         4.4              .9          .7 
 
Cumulative effect  
 on prior years of  
 change in accounting  
 principle             --            .1            --           --

                      --------     --------        ------     ------- 
Net income              4.7%        4.5%             .9%         .7% 
                      ========     ========       =========    ======= 
</TABLE>
                                                                 Page 8    
                                                        
              
 
Net sales increased $246.6 million (26.0%) for the nine month period 
ended April 2, 1994, compared with the similar period of a year ago. 
Comparative store sales increased 8.3%.  Part of this increase is the 
result of an earlier Easter selling season this fiscal year compared 
with  last fiscal year.  For the current fiscal year, the third fiscal
quarter included the entire Easter selling season, whereas the last 
two weeks of the Easter selling season occurred during the fourth
fiscal quarter of last year.  The earlier Easter season resulted in
a shifting of approximately $19.0 million in sales into the current 
fiscal year's third quarter.  New stores opened subsequent to March
27, 1993 contributed $113.5 million to this year's sales. Stores which
were in operation a year ago, which were closed prior to July 4, 1993,
contributed $4.0 million to last year's sales. The Cohoes stores showed 
a comparative store sales increase of 5.9%, and these stores contributed 
$28.9 million to consolidated sales for the nine month period. In 
addition, one new Cohoes store was opened during the nine month period 
which contributed $5.9 million to the Company's net sales. On December 
6, 1993 the Company acquired 100% ownership of a northeast regional retail
chain (Decelle, Inc.). Sales for the period December 6, 1993 through 
April 2, 1994 for Decelle, Inc. amounted to $10.8 million.

 
For the three months ended April 2, 1994, net sales increased $327.4 
million (27.2%) compared with the similar period of a year ago. Comparative
store sales increased 10.3%.  As mentioned previously, a portion of this 
increase is attributable to the shift in the Easter selling season into this
year's third fiscal quarter from the fourth fiscal quarter of a year ago. 
New Burlington Coat Factory Warehouse stores opened subsequent to March 27,
1993 contributed $40.8 million to the third quarter's net sales volume. 
Cohoes comparative store sales increased $.6 million (7.5%) for the third
quarter of fiscal 1994 compared with the similar period of fiscal 1993. 
The Decelle stores contributed $7.0 million to this year's third quarter. 
 
Other income (consisting primarily of rental income from leased departments,
investment income, and miscellaneous items) decreased $4.0 million for the 
nine months ended April 2, 1994 compared with the nine months ended
March 27, 1993. The decrease is primarily due to decreases in leased 
department rental income, the result of the closing of approximately 30 leased 
departments which the Company has converted to Company department selling
space, and to a decrease in investment income. Investment income decreased
$1.7 million due to a decrease in investable funds during the nine month
period ended April 2, 1994 compared with the similar period of a year ago. 
Other income decreased $1.1 million for the third quarter of fiscal year 1994 
compared with the similar period of 1993. Rental income and investment income
decreased $.2 million and $.7 million, respectively, in the three months
ended April 2, 1994 compared with the three months ended March 27, 1993.

Cost of sales increased $156.3 million (25.3%) for the nine months ended 
April 2, 1994 compared with the similar period a year ago. Cost of sales, 
as a percentage of net sales, decreased to 64.9% from 65.3% for the same 
periods. The decrease is due primarily to improved initial mark-ons and a 
reduction in markdowns as a percentage of sales. These improvements were 
offset in part by higher than anticipated markdowns in our Cohoes division.
Cost of sales increased $44.5 million (26.4%) for the three months ended
April 2, 1994 compared with the similar period of a year ago. As a 
percentage of net sales, cost of sales decreased to 65.1% from 65.5% for
these comparative three month periods. 
                                                                  
                                                                      Page 9
<PAGE>
Selling and administrative expenses increased by $58.3 million (22.9%) 
for the nine month period ended April 2, 1994 compared with the nine 
months ended March 27, 1993. This increase is due mainly to the increase 
in the number of stores operating during the current fiscal year compared 
with the similar period of a year ago. Twenty-five new stores were opened
subsequent to March 27, 1993.  The nine Decelle stores acquired during the 
period contributed $4.0 million to selling, and administrative expense.
As a percentage of sales, selling and administrative expenses decreased to
26.1% for the nine months ended April 2, 1994 from 26.8% for the similar 
period last year. This percentage decrease is primarily the result of the 
Company's comparative store sales growth realized during the first nine 
months of fiscal 1994.  In addition, as a percentage of sales a marginal
increase in selling expenses and insurance expense was offset by a decrease
in advertising expense. Third quarter selling and administrative expenses 
increased to $104.3 million from $83.7 million for the similar period of
fiscal 1993. As a percentage of net sales, selling and administrative 
expenses decreased to 31.8% from 32.5% for these comparative periods.

Interest expense increased $.2 and $.1 million for the nine and three 
months ended  April 2, 1994 compared with the comparative periods ended 
March 27, 1993, respectively. This increase is the result of interest 
charges associated with the borrowings made by the Company under its 
revolving credit and term loan agreement (see Liquidity and Capital
Resources). 
 
The provision for income taxes increased to $34.3 million for the nine 
months ended April 2, 1994, from $24.5 million for the comparative period of
a year ago. The effective tax percentages were 38.0% for the nine and three
month periods ended April 2, 1994 and 37.0% for comparative periods a year
ago. The increase in effective tax percentages is primarily the result of tax 
consequences related to the enactment of the Omnibus Budget Reconciliation Act
(see Note No. 4 to Condensed Consolidated Financial Statements). 
 
Income before cumulative effect of change in accounting principle increased to 
$56.0 million for the nine months ended April 2, 1994 from $41.7 million
for the comparative period of fiscal 1993.  Income per share before
cumulative effect increased to $1.38 per share compared with $1.03 for the
comparative period of a year ago. Income before cumulative effect of change
in accounting principle increased $1.9 million to $2.8 million for the
three months ended April 2, 1994 compared with the similar period of a year
ago. Net income per share before cumulative effect of change in accounting
principle for the three months ended April 2, 1994 was $.07 compared with
$.05 for the three months ended March 27, 1993. During the quarter ended
September 26, 1992, the Company recorded a cumulative effect benefit 
resulting from the adoption of Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (See Note No. 4 to Condensed
Consolidated Financial Statements) in the amount of $.6 million ($.02 per
share). 
 
The Company's business is seasonal, with its highest sales occurring in 
the months of October, November, and December of each year.  The 
Company's net income generally reflects the same seasonal pattern as its  

                                                                Page 10
<PAGE>
net sales.  The Company believes that in the past substantially all of 
its profits have been derived from operations during the months of
October, November and December. 
 
Liquidity and Capital Resources 

During the nine months ended April 2, 1994, the Company opened twenty 
Burlington Coat Factory Warehouse  stores and one Cohoes Fashions store. 
In addition, on December 6, 1993 the Company acquired 100% ownership of 
Decelle, Inc., a nine store Northeast regional retail chain for $.2
million and repaid Decelle's bank debt of approximately $2.1 million.   
Although the Company cannot at this time determine the exact number of 
stores to be opened during the remainder of fiscal 1994, it is estimated 
that an additional 2 to 3 stores will be opened during the remaining 
three months of fiscal 1994. Expenditures incurred to set up and fixture 
new stores through the first nine months of fiscal 1994, amounted to 
approximately $15.0 million.  Of the new stores opened during the
period, 17 locations were leased, while 4 properties were purchased
for approximately $9.5 million.  In addition, one location, scheduled
to open in the fourth quarter of fiscal 1994, was acquired for $4.5
million.  One previously leased location was purchased for $1.4
million during the quarter.  The estimated cost to set up and fixture
anticipated new store openings during the balance of fiscal 1994 is
approximately $1.5 million.  

Total funds provided by operations increased $19.4 million to $77.8 million
for the nine months ended April 2, 1994. Total funds provided by operations 
are calculated by adding back to net income non-cash expenditures such as
depreciation and deferred taxes. 

Working capital increased to $299.0 million at April 2, 1994 from $283.3 
million at March 27, 1993, an increase of $15.7 million. 
 
Net cash provided by operating activities of $92.8 million for the
nine months ended April 2, 1994, increased from $67.3 million for the
comparative period of fiscal 1993.  This increase is the result of the 
increase in net income for the nine months ended April 2, 1994 compared 
with net income for the similar period of a year ago. In addition,
inventory increased by $65.0 million during the nine months ended April 2,
1994.  This increase is the result of the new stores opened since June,
1993 and planned inventory growth throughout the chain especially in the
outerwear categories. 
 
The Company believes that its current capital expenditure and operating 
requirements will be satisfied from internally generated funds, the 
proceeds of the $80 million long term subordinated notes issued by the 
Company to institutional investors in June 1990 (the Notes), and from
short-term borrowings under its revolving credit and term loan agreement. 
 
The Company has in place a revolving credit and term loan agreement in 
the amount of $40 million. During the first quarter of fiscal 1994 the 
Company had maximum borrowings under this agreement of $31.4 million.  
The average borrowing during the first quarter amounted to $12.1 million 
at an average interest rate of 3.6%. During the second fiscal quarter, 
the Company had maximum borrowings under this agreement of $20.8 million  

                                                               Page 11
<PAGE>
with an average borrowing of $6.9 million at an average interest
rate of 3.6%.  During the third fiscal quarter, the Company had maximum
borrowings under this agreement of $18.3 million.  The average borrowing
during the quarter amounted to $10.0 million at an average interest rate
of 4%. As of April 2, 1994 all borrowings under this agreement had
been repaid. During the first nine months of fiscal 1993 the Company did
not draw on this line of credit.  The Company borrowed under its line of
credit during the first nine months of 1994 in order to finance the opening
of new stores as well as planned inventory growth at existing stores. 
 
The Company's long-term borrowings at April 2, 1994 include $80.0 million under 
the Notes, an industrial development bond of $10.0 million issued by the New
Jersey Economic Development Authority, an Urban Development Action Grant of
$.9 million from the United States Department of Housing incurred in
connection with the construction of the Company's Office and Warehouse/
Distribution Facility in Burlington, New Jersey and $.5 million in various 
other note and mortgage indebtedness. 
 
The Notes mature on June 27, 2005 and bear interest at the rate of 10.6% 
per annum.  The Notes have an average maturity of ten years and are subject
to mandatory prepayment in installments of $8.0 million each without premium
on June 27 of each year beginning in 1996.  The Notes are subordinated to 
senior debt, including, among others, bank debt and indebtedness for 
borrowed money.  The interest rate on the bonds issued in connection with 
the Company's industrial development bond financing is fixed at 9.78% over
the life of these serial and term bonds. The bonds mature at various dates 
commencing in September 1996 and ending in September 2010.  The Urban
Development Action Grant is interest free and must be repaid in 1999.
A payment of 5% of the outstanding balance of the Urban Development Action
Grant is required to be made to the City of Burlington each year in lieu
of taxes. 
 
Furthermore, in the event that the Company decides to purchase additional 
store locations, it may be necessary to finance such acquisitions with 
additional long term borrowings. 
 
Over the past two years, which has been a period of low inflation, the 
Company has been able to increase sales volume to compensate for increases
in operating expenses.  Historically, the Company has been able to increase 
its selling prices as the costs of merchandising and related operating 
expenses have increased and, therefore, inflation has not had a significant 
effect on operations. 
 
New Accounting Standards 
 
In November 1992, the Financial Accounting Standards Board issued Statement 
of Financial Accounting Standards No. 112, "Employers' Accounting for Post
Employment Benefits".  This pronouncement will not have an effect on the
Company's condensed consolidated financial statements as the benefits
covered in the pronouncement are not provided by the Company. 
 
 
 
 
 
                                                                    Page 12
<PAGE>

             BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
                                AND SUBSIDIARIES 
 
 
                          PART II - OTHER INFORMATION 
 
 
Item 6    Exhibits and Reports on Form 8-K 
 
          a.   Exhibits 
                
          b.   No reports on Form 8-K have been filed during the quarter 
               for which this report is filed. 
 
                                   SIGNATURES 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf 
by the undersigned thereunto duly authorized. 
 
               BURLINGTON COAT FACTORY WAREHOUSE CORPORATION

 
 
                   
               /s/ Monroe G. Milstein                  
               ------------------------------------------------------
               Monroe G. Milstein 
               Chairman and Chief Executive Officer 
 
 
 
 
               /s/ Robert L. LaPenta, Jr.              
               ---------------------------------------------------------
               Robert L. LaPenta, Jr. 
               Corporate Controller & Chief Accounting  
               Officer 
 
 
Date:  May 16, 1994 
 
                                                                    Page 13 



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