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 December 30, 1995
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 February 6, 1996
- -------------------------- --------------------------------
Common stock, par value $1 41,151,242
Page 1 of 14<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 - December 30, 1995 3
(unaudited), July 2, 1994 and December 31, 1994 (unaudited)
Condensed consolidated statements of operations - six and 4
three months ended December 30, 1995 and December 31, 1994
(unaudited)
Condensed consolidated statements of cash flows - six and 5
three months ended December 30, 1995 and December 31, 1994
(unaudited)
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of results 7 -11
of operations and financial condition
Part II - Other Information:
Item 1. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 6. Exhibits and reports on Form 8-K 13
SIGNATURES 14
* * * * * * * * * * * *
Page 2 of 14<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands)
<CAPTION>
December 30, July 1, December 31,
1995 1995 1994
(Unaudited) (Note A) (Unaudited)
------------ -------- ------------
ASSETS
- ------
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 158,745 $ 14,520 $ 47,270
Accounts Receivable 23,661 15,326 14,663
Merchandise Inventories 439,238 452,026 529,898
Deferred Tax Asset 9,828 8,843 7,928
Prepaid and Other Current Assets 6,919 6,006 13,958
--------- --------- ---------
Total Current Assets 638,391 496,721 613,717
Property and Equipment Net of Accumulated
Depreciation and Amortization 219,304 224,493 210,784
Other Assets 10,781 14,055 17,945
--------- --------- ---------
Total Assets $ 868,476 $ 735,269 $ 842,446
========= ========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
- ------------------------------------
Current Liabilities:
Accounts Payable $ 221,120 $ 101,046 $ 207,969
Notes Payable -- 85,900 24,500
Income Taxes Payable 24,169 2,064 15,493
Other Current Liabilities 92,877 54,177 82,977
Current Maturities of Long Term Debt 8,069 8,066 62
--------- --------- ---------
Total Current Liabilities 346,235 251,253 331,001
Long Term Debt 83,263 83,298 91,332
Other Liabilities 10,224 9,728 7,413
Deferred Tax Liability 6,062 5,971 7,522
Stockholders' Equity:
Net Unrealized Loss on Noncurrent Marketable
Equity Securities -- (8) (20)
Equity Adjustment for Translation -- -- (47)
Preferred Stock -- -- --
Common Stock 41,145 41,139 41,130
Capital in Excess of Par Value 25,179 25,143 24,647
Retained Earnings 358,218 320,595 341,318
Less Treasury Stock at Cost (1,850) (1,850) (1,850)
---------- --------- ---------
Total Stockholders' Equity $ 422,692 $ 385,019 $ 405,178
---------- --------- ---------
Total Liabilities and
Stockholders' Equity $ 868,476 $ 735,269 $ 842,446
========== ========= =========
<FN>
See notes to the condensed consolidated financial statements.
NOTE A: The balance sheet at July 1, 1995 has been derived from the audited
financial statements at that date.
</TABLE>
Page 3 of 14<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(unaudited)
(All amounts in thousands except per share data)
<CAPTION>
Six Months Ended Three Months Ended
December 30, December 31, December 30, December 31,
1995 1994 1995 1994
-------------------------- -------------------------
<S> <C> <C> <C>
REVENUES:
Net Sales $ 949,858 $ 955,734 $ 658,631 $656,492
Other Income 7,592 5,507 3,191 3,392
--------- --------- --------- ---------
957,450 961,241 661,822 659,884
--------- --------- --------- ---------
COSTS AND EXPENSES:
Cost of Sales (Exclusive of Depreciation
and Amortization) 619,012 631,550 424,871 438,183
Selling and Administrative Expenses 253,420 252,720 143,867 142,336
Depreciation and Amortization 14,284 12,251 7,379 6,126
Interest Expenses 7,103 7,364 3,152 3,682
--------- --------- -------- --------
893,819 903,885 579,269 590,327
--------- --------- -------- --------
Income Before Provision for Income Taxes 63,631 57,356 82,553 69,557
Provision For Income Taxes 26,008 21,767 33,769 26,442
--------- --------- -------- --------
Net Income $37,623 $35,589 $ 48,784 $ 43,115
========= ========= ======== ========
Earnings Per Share:
Net Income Per Share $0.92 $0.87 $1.20 $1.06
========== ========== ========== ==========
Weighted Average Shares Outstanding 40,713,693 40,699,864 40,715,543 40,701,527
========== ========== ========== ==========
Dividends Per Share -- -- -- --
========== ========== ========== ==========
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 4 of 14<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(All amounts in thousands)
<CAPTION>
Six Months Ended
December 30, December 31,
1995 1994
-----------------------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income $ 37,623 $ 35,589
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 14,284 12,251
Provision for Deferred Income Taxes (894) (454)
Gain on Disposition of Fixed Assets (1,937) (4)
Rent Expense and Other 3,548 3,743
Changes in Operating Assets and Liabilities:
Accounts Receivable (11,213) (3,784)
Merchandise Inventories 12,788 (60,977)
Prepaids and Other Current Assets (913) 4,010
Accounts Payable 120,074 74,263
Other Current Liabilities 60,305 46,343
--------- ----------
Net Cash Provided by Operating Activities 233,665 110,980
--------- ----------
INVESTING ACTIVITIES
Acquisition of Property and Equipment (24,286) (38,474)
Proceeds From Sale of Fixed Assets 17,628 4
Issuance of Long Term Notes Receivable (539) (4,216)
Receipts Against Long Term Notes Receivable 4,021 973
Acquisition of Leaseholds -- (2,502)
Minority Interest 44 67
Other (418) (312)
--------- ----------
Net Cash Used by Investing Activities (3,550) (44,460)
--------- ----------
FINANCING ACTIVITIES
Principal Payments on Long Term Debt (32) (29)
Issuance of Common Stock Upon Exercise of
Stock Options 42 63
Repayment of Borrowings Under Lines of Credit (85,900) (40,520)
-------- ---------
Net Cash Used in Financing Activities (85,890) (40,486)
-------- ----------
Increase in Cash and Cash Equivalents 144,225 26,034
Cash and Cash Equivalents at Beginning of Period 14,520 21,236
--------- ----------
Cash and Cash Equivalents at End of Period $158,745 $ 47,270
========= ==========
Interest Paid: $7,424 $ 7,415
Income Taxes Paid: $4,798 $ 6,274
========= ==========
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 5 of 14<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SIX AND THREE MONTHS ENDED DECEMBER 30, 1995 AND DECEMBER 31, 1994
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 are of a normal and recurring nature) necessary for a
fair presentation of the results of operations for the interim period.
Because the Company's business is seasonal in nature, the operating results
for the six and three months ended December 30, 1995 and the corresponding
periods ended December 31, 1994 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 September 29, 1995.
3. Inventories as of December 30, 1995 and December 31, 1994 are stated
at the lower of cost or market, as valued by the gross profit method.
Inventories as of July 1, 1995 were valued by the retail inventory method.
4. As of December 30, 1995, the Company had a deferred tax liability of
$6.1 million and a current deferred tax asset of $9.8 million. As of
December 31, 1994, the Company had a deferred tax liability of $7.5 million
and a current deferred tax asset of $7.9 million. 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 $19.6
million and $12.5 million for the six and three month periods ended
December 30, 1995 compared with $13.9 million and $9.8 million for the
similar periods of fiscal 1995.
6. Other current liabilities primarily consisted of sales tax payable,
accrued operating expenses, payroll taxes payable and other miscellaneous
items.
Page 6 of 14<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 six and three
month periods ended December 30, 1995 and December 31, 1994.
Percentage of Net Sales
-----------------------
Six Months Ended Three Months Ended
---------------- ------------------
December 30, December 31, December 30, December 31,
1995 1994 1995 1994
------------ ------------ ------------ ------------
Net sales 100.0% 100.0% 100.0% 100.0%
Costs and expenses:
Cost of sales 65.2 66.1 64.5 66.8
Selling & adminis-
trative expenses 26.7 26.4 21.9 21.7
Depreciation &
amortization 1.5 1.3 1.1 .9
Interest expense .7 .8 .5 .5
------- ------- -------- -------
94.1 94.6 88.0 89.9
------- ------- -------- -------
Other income .8 .6 .5 .5
------- ------- -------- -------
Income before income
taxes 6.7 6.0 12.5 10.6
Provision for income
taxes 2.7 2.3 5.1 4.0
-------- -------- -------- -------
Net income 4.0% 3.7% 7.4% 6.6%
======== ======== ======== =======
Page 7 of 14<PAGE>
Six and Three Months Ended December 30, 1995 and December 31, 1994
- ----------------------------------------------------------------------
Net sales decreased $5.9 million (.6%) for the six month period ended
December 30, 1995 compared with the similar period a year ago.
Comparative store sales decreased 9.1%. New Burlington Coat Factory
Warehouse stores opened subsequent to December 31, 1994 contributed
$66.9 million to this year's sales. Stores which were in operation
a year ago, but which were closed prior to this year, contributed
$10.3 million to last year's sales. The Cohoes stores showed a
comparative stores sales decrease of 17.7%, while contributing $21.1
million to consolidated sales for the period. Sales in the six month
period for the Decelle stores were $18.3 million compared with $19.1
million in the similar period of a year ago. "Specialty" stores
opened subsequent to last year's second fiscal quarter, including one
Totally 4 Kids store, and one Luxury Linens store, contributed sales
of $1.9 million to the current six month period. Sales from leased
departments, included in the six month net sales figure, were $19.6
million compared with $13.9 million for the similar period of a year
ago.
For the three month period ended December 30, 1995, net sales
increased .3% to $658.6 million compared with the similar period of
a year ago. Comparative store sales decreased 7.7%. New Burlington
Coat Factory Warehouse stores opened subsequent to December 31, 1994
contributed $54.5 million to the second quarter's net sales volume.
Cohoes comparative store sales decreased $2.2 million (16.0%) for the
second quarter of fiscal 1996 compared with the similar period of
fiscal 1995. The "Specialty" stores contributed $1.9 million to this
year's second quarter sales. Sales for the Decelle chain were $11.5
million for the three months ended December 30, 1995 compared with
$13.7 million in the similar period of fiscal 1995. Leased department
sales, included in net sales, were $12.5 million for the second fiscal
quarter this year compared with $9.8 million in last year's similar
period.
Other income (consisting primarily of rental income from leased
departments, investment income and miscellaneous items) increased to
$7.6 million for the six months ended December 30, 1995 compared with
$5.5 million for the six months ended December 31, 1994. For the
three months ended December 30, 1995, other income was $3.2 million
compared with $3.4 million for the similar period of fiscal 1995. The
increase for the six month period is due primarily to a gain of
approximately $1.9 million on the sale of the Company's Secaucus, New
Jersey facility, a portion of which the Company had been leasing to
third parties and a portion of which it uses as a store. In addition,
increases in interest income of $.9 million were the result of
increases in investable funds generated by the Company through its
continued plan of maintaining lower inventory levels compared with
inventory levels of a year ago. For the three months ended December
30, 1995 interest income increased $.6 million compared with the
similar period of a year ago. Offsetting this increase were losses
of $.6 million recorded for the writeoff of leasehold improvements of
stores to be closed during the remainder of this fiscal year.
Page 8 of 14<PAGE>
Cost of sales decreased by $12.5 million (2.0%) for the six month
period ended December 30, 1995 compared with the similar period a year
ago and by $13.3 million (3.0%) for the quarter ended December 30,
1995 compared with the similar period a year ago. Cost of sales as
a percentage of net sales decreased from 66.1% to 65.2% for the six
months and decreased from 66.8% to 64.5% for the quarter ended
December 30, 1995 compared with the similar periods a year ago. These
decreases in cost of sales for both the six months and second quarter
are due to decreases in markdowns taken and improvements in the
Company's initial markons. Markdowns taken in the second fiscal
quarter and year to date were lower compared with the similar periods
a year ago, due to the Company's substantial reduction in inventory
levels from last year. Comparable inventory levels have been reduced
20 to 25 percent. The Company's initial markups have improved due to
better buys from vendors, particularly in outerwear, driven by the
extremely weak apparel environment. However, the apparel environment
continues to be weak and there can be no assurance that markdowns will
not increase in future periods which would have the effect of
increasing the Company's cost of sales.
Selling and administrative expenses increased by $.7 million (.3%) for
the six month period ended December 30, 1995 compared with the similar
period a year ago. As a percentage of sales, selling and
administrative expenses increased to 26.7% from 26.4% in the
comparable six month periods. For the three months ended December 30,
1995 selling and administrative expenses increased $1.5 million to
$143.9 million (1.1%). As a percentage of sales, selling and
administrative expenses were 21.8% compared with 21.7% for the similar
period of a year ago. For both the six and three month periods ended
December 30, 1995, compared with the similar periods of a year ago,
the dollar increases in selling and administrative expenses are
primarily due to an increase in the number of stores in operation.
In addition, the Company has provided for losses of $2.0 million
expected to be realized upon the closing of several stores during the
remainder of fiscal 1996. The Company had 250 stores in operation at
December 30, 1995 versus 242 stores in operation at December 31, 1994.
Offsetting these costs were payroll cost savings of approximately $9.2
million and $4.2 million for the six and three months ended December
30, 1995, respectively, compared with the similar periods of a year
ago.
Interest expense decreased $.3 million for the six months ended
December 30, 1995 compared with the similar period of fiscal 1995.
For the three month period ended December 30, 1995, interest expense
decreased $.5 million to $3.2 million compared with the three months
ended December 31, 1994. The three and six month decreases in
interest expense are the result of decreases in borrowing levels
associated with the Company's revolving credit and term loan
agreements and the refinancing of its industrial development bonds.
The provision for income taxes increased to $26.0 million for the six
months ended December 30, 1995 from $21.8 million for the similar
period of fiscal 1995. For the three months ended December 30, 1995
the provision for income taxes increased to $33.8 million from $26.4
Page 9 of 14<PAGE>
million for the comparable period of a year ago. The effective tax
rates were 40.9% for the six and three month periods ended December
30, 1995 compared with 38.0% for the comparable six and three month
periods of fiscal 1995. The increases in the effective tax rates are
primarily the result of increases in the Company's effective state
income tax rate and the elimination of the Federal Targeted Jobs Tax
Credit Program effective January 1, 1995.
Net income increased $2.0 million to $37.6 million for the six months
ended December 30, 1995 from $35.6 million for the comparative period
of fiscal 1995. Income per share was $.92 per share for the current
year's six month period compared with $.87 for the similar period of
a year ago. Net income was $48.8 million for the three month period
ended December 30, 1995 compared with $43.1 million for the three
months ended December 31, 1994. Net income per share increased to
$1.20 per share for the three months ended December 30, 1995 compared
with $1.06 for similar period of a year ago.
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 net sales. In the past, substantially all of the Company's
profits have been derived from operations during the months of
October, November and December.
Liquidity and Capital Resources
- -------------------------------
The Company opened ten Burlington Coat Factory Warehouse stores during
the first quarter of fiscal 1996 and three additional stores in the
second fiscal quarter. The Company estimates spending approximately
$2.1 million to open an additional two stores, and to refurbish an
additional four to five stores during the remaining six months of
fiscal 1996. Expenditures incurred to set up and fixture new stores
through the first six months of fiscal 1996, were approximately $13.7
million. In addition, the Company expended approximately $5.8 million
for capital improvements and refurbishing of existing stores and its
former Secaucus, New Jersey property (which was sold on September 29,
1995).
In September 1995, the Company realized approximately $17.6 million
in net cash upon the sale of its Secaucus, New Jersey facility. The
sale added approximately $1.9 million to this fiscal year's earnings
before provision for income taxes.
Working capital increased from $282.7 million at December 31, 1994 to
$292.2 million at December 30, 1995.
Net cash provided by operating activities of $233.7 million, for the
six months ended December 30, 1995, increased from $111.0 million in
net cash provided by operating activities for the comparable period
of fiscal 1995, an increase of $122.7 million. This change in net
cash from operations was the result of the Company's seasonal
inventory build-up being at a reduced level compared with the similar
period of a year ago.
Page 10 of 14<PAGE>
The Company's long-term borrowings at December 30, 1995 include $80
million of long term subordinated notes issued by the Company to
institutional investors in June 1990 (the Notes) and an industrial
development bond of $10 million issued by the New Jersey Economic
Development Authority.
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 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 industrial development bond
financing (the "Bonds") consist of serial and term bonds. The serial
bonds aggregate $3.6 million and mature in series annually on
September 1, beginning in 1996 and continuing to and including 2003.
The term bonds consist of two portions, $1.4 million maturing on
September 1, 2005 and $5.0 million maturing on September 1, 2010. The
serial bonds bear interest ranging from 3.75% to 5.4% per annum, and
the term bonds bear interest at the rates of 5.60% for the portion
maturing on September 1, 2005 and 6.125% per annum for the portion
maturing on September 1, 2010. The average interest rate and average
maturity of the Bonds are 5.84% and 9.78 years, respectively.
The Company has in place a committed line of credit agreement in the
amount of $40 million. The Company also has uncommitted lines of
credit of $160 million. During the first quarter of fiscal 1996 the
Company had maximum borrowings of $120.4 million. The average
borrowing during the quarter amounted to $98.1 million at an average
interest rate of 6.2%. During the second quarter of fiscal 1996, the
Company had maximum borrowings under these agreements of $84.3
million. The average borrowing during this period was $65.1 million
with an average borrowing interest rate of 6.2%. As of December 30,
1995 all borrowing under these agreements had been repaid.
The Company believes that its current capital expenditure and
operating requirements will be satisfied from internally generated
funds, and from short-term borrowings under its revolving credit and
term loan agreements as well as uncommitted lines of credit. The
Company may consider replacing some of its short term borrowings with
long term financing. Furthermore, to the extent that the Company
decides to purchase additional store locations, it may be necessary
to finance such acquisitions with additional long term borrowings.
On or about September 23, 1994 three separate class actions were filed
against the Company. These three actions were consolidated and an
amended complaint was received on January 18, 1995. (See Part II -
Other Information, Item 1 Legal Proceedings.) The Company is unable
to determine the probability of any potential loss with respect to
these class actions suits or the materiality thereof at this time and
accordingly has not established any reserve for this matter.
Page 11 of 14<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 1 Legal Proceedings
In late September 1994, three putative class action
lawsuits, P. Gregory Buchanan v. Monroe G. Milstein, et al., No. 94-
CV-4663, Jacob Turner v. Monroe G. Milstein, et al., No. 94-CV-4737,
and Ronald Abramoff v. Monroe G. Milstein, et al., No. 94-CV-4751
(collectively, the "Class Actions"), were filed against the Company,
Monroe G. Milstein, Stephen E. Milstein and Robert L. LaPenta, Jr. in
the United States District Court for the District of New Jersey. By
Order entered November 15, 1994, the Court consolidated the Class
Actions under the caption, In re Burlington Coat Factory Securities
Litigation. On January 17, 1995, plaintiffs filed their Consolidated
Amended and Supplemental Class Action Complaint (the "Amended
Complaint"), naming as defendants, in addition to those originally
named in September 1994, Andrew R. Milstein and Mark A. Nesci. The
Amended Complaint seeks unspecified damages in connection with
alleged violations of Section 10(b) (and Rule 10b-5 promulgated
thereunder) and 20(a) of the Securities Exchange Act of 1934, as
amended. The Amended Complaint alleges material misstatements and
omissions by the Company and certain of its officers and directors
that plaintiffs allege caused the Company's common stock to be
artificially inflated during the proposed Class Period, which is
defined in the Amended Complaint as the period from October 4, 1993
through September 23, 1994. The Company has filed a motion to dismiss
the Amended Complaint, which is pending before the Court. Although the
Company is unable at this time to assess the probable outcome of the
Class Actions or the materiality of the risk of loss in connection
therewith (given that the Amended Complaint does not allege damages
with any particularity), the Company believes that the Class Actions are
without merit and intends to vigorously defend them.
Item 4 Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on November 10,
1995. At the meeting, the following actions were taken: 1)
stockholders elected directors to serve until the next annual meeting
of stockholders and until their successors are duly elected and
qualified; and 2) stockholders ratified the appointment of Deloitte
& Touche LLP as independent certified public accountants for the
Company for the fiscal year ending June 29, 1996. The following
tables set forth the results of the votes cast at the meeting for each
matter submitted to stockholders:
Page 12 of 14<PAGE>
Broker
1) Election of Directors Votes For Votes Withheld Non-Votes
--------------------- ---------- -------------- ---------
Monroe G. Milstein 38,623,576 108,379 - 0 -
Henrietta Milstein 38,623,776 108,179 - 0 -
Andrew R. Milstein 38,624,076 107,879 - 0 -
Irving Drillings 38,624,976 106,979 - 0 -
Harvey Morgan 38,613,776 118,179 - 0 -
Stephen E. Milstein 38,624,901 107,054 - 0 -
Mark A. Nesci 38,624,976 106,979 - 0 -
2) Ratify appointment of Deloitte & Touche LLP as independent
Certified Public Accountants:
Votes For 38,673,382
Votes Against 30,013
Votes Abstained 28,560
Broker Non-Vote 0
Item 6 Exhibits and Reports on Form 8-K
Page No.
a. Exhibits
27. Financial Data Schedule 15
b. The Company filed a Current Report on Form 8-K on
January 17, 1996 reporting the termination of its
license agreement with The Nine West Group at the
end of calendar 1996.
Page 13 of 14<PAGE>
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
President & Chief Executive Officer
/s/ Robert L. LaPenta, Jr.
---------------------------------------
Robert L. LaPenta, Jr.
Corporate Controller & Chief Accounting
Officer
Date: February 9, 1996
Page 14 of 14<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> JUN-29-1996
<PERIOD-END> DEC-30-1995
<CASH> 158,745,000
<SECURITIES> 0
<RECEIVABLES> 30,008,000
<ALLOWANCES> (6,347,000)
<INVENTORY> 439,238,000
<CURRENT-ASSETS> 638,391,000
<PP&E> 354,352,000
<DEPRECIATION> (135,048,000)
<TOTAL-ASSETS> 868,476,000
<CURRENT-LIABILITIES> 346,235,000
<BONDS> 83,263,000
0
0
<COMMON> 41,145,000
<OTHER-SE> 381,547,000
<TOTAL-LIABILITY-AND-EQUITY> 868,476,000
<SALES> 949,858,000
<TOTAL-REVENUES> 957,450,000
<CGS> 619,012,000
<TOTAL-COSTS> 619,012,000
<OTHER-EXPENSES> 264,996,000
<LOSS-PROVISION> 2,708,000
<INTEREST-EXPENSE> 7,103,000
<INCOME-PRETAX> 63,631,000
<INCOME-TAX> 26,008,000
<INCOME-CONTINUING> 37,623,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 37,623,000
<EPS-PRIMARY> .92
<EPS-DILUTED> .92
Page 15
</TABLE>
