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 September 28, 1996
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 offices) (Zip Code)
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 November 6, 1996
Common stock, par value $1 41,180,478
Page 1 of 15<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
September 28, 1996 (unaudited), June 29, 1996 and
September 30, 1995 (unaudited)
Condensed consolidated statements of operations - 4
Three months ended September 28, 1996 and
September 30, 1995 (unaudited)
Condensed consolidated statements of cash flows 5
Three months ended September 28, 1996 and
September 30, 1995 (unaudited)
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of 8 -12
results of operations and financial condition
Part II - Other Information:
Item 1. Legal Preceedings 13
Item 6. Exhibits and reports on Form 8-K 13
SIGNATURES 14
* * * * * * * * * * * *
Page 2 of 15<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(All amounts in thousands)
<CAPTION>
September 28, June 29, September 30,
1996 1996 1995
(Unaudited) (Note A) (Unaudited)
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 55,977 $ 73,560 $ 35,215
Accounts Receivable 18,888 15,003 19,081
Merchandise Inventories 530,375 370,437 582,717
Deferred Tax Assets 17,266 9,762 17,257
Prepaid and Other Current Assets 16,273 19,808 9,654
-------- -------- --------
Total Current Assets 638,779 488,570 663,924
Property and Equipment Net of Accumulated
Depreciation and Amortization 206,285 206,582 217,678
Other Assets 9,313 9,579 11,029
-------- -------- --------
Total Assets $854,377 $704,731 $892,631
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $282,090 $118,900 $255,954
Notes Payable -- -- 84,300
Income Taxes Payable 4,480 5,227 1,909
Other Current Liabilities 71,834 67,945 68,753
Current Maturities of Long Term Debt 7,825 8,391 8,066
-------- -------- --------
Total Current Liabilities 366,229 200,463 418,982
Long Term Debt 69,730 74,907 83,282
Other Liabilities 8,461 8,237 10,010
Deferred Tax Liability 7,435 7,379 6,489
Stockholders' Equity:
Unrealized Loss-Marketable Securities -- -- (8)
Unearned Compensation (82) (87) --
Preferred Stock -- -- --
Common Stock 41,186 41,165 41,140
Capital in Excess of Par Value 25,480 25,384 25,152
Retained Earnings 338,734 349,608 309,434
Less Treasury Stock at Cost (2,796) (2,325) (1,850)
-------- -------- --------
Total Stockholders' Equity 402,522 413,745 373,868
-------- -------- --------
Total Liabilities and
Stockholders' Equity $854,377 $704,731 $892,631
======== ======== ========
<FN>
See notes to the condensed consolidated financial statements.
Note A: The balance sheet at June 29, 1996 has been derived from the audited
financial statements at that date.
</TABLE>
Page 3 of 15<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
(All amounts in thousands except per share data)
<CAPTION>
Three Months Ended
September 28, September 30,
1996 1995
----------------------------
<S> <C> <C>
REVENUES:
Net Sales $307,240 $ 291,227
Other Income 3,078 4,401
-------- ---------
Total Revenues 310,318 295,628
COSTS AND EXPENSES:
Cost of Sales (Exclusive of Depreciation
and Amortization) 203,310 194,141
Selling and Administrative Expenses 115,461 109,553
Depreciation and Amortization 7,624 6,905
Interest Expenses 2,227 3,951
-------- --------
Total Costs and Expenses 328,622 314,550
-------- --------
Loss Before Benefit for Income Taxes (18,304) (18,922)
Benefit For Income Taxes (7,430) (7,761)
0 -------- --------
Net Loss ($10,874) ($11,161)
======== ========
Earnings (Loss) Per Share:
Net Loss Per Share ($0.27) ($0.27)
======== ========
Weighted Average Shares Outstanding 40,658,570 40,711,856
========== ==========
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 4 of 15<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(All amounts in thousands)
<CAPTION>
Three Months Ended
September 28, September 30,
1996 1995
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss ($10,874) ($11,161)
Adjustments to Reconcile Net Loss to Net Cash
(Used in) Provided by Operating Activities:
Depreciation and Amortization 7,624 6,905
Provision for Losses on Accounts Receivable 1,061 832
Provision for Deferred Income Taxes (7,448) (7,896)
Loss (Gain) on Disposition of Fixed Assets 459 (1,979)
Rent Expense and Other 383 431
Changes in Operating Assets and Liabilities:
Accounts Receivable (5,366) (4,664)
Merchandise Inventories (159,938) (130,691)
Prepaids and Other Current Assets 3,529 (3,662)
Accounts Payable 163,190 154,908
Other Current Liabilities 3,142 13,921
-------- --------
Net Cash (Used in) Provided by
Operating Activities (4,238) 16,944
-------- --------
INVESTING ACTIVITIES
Acquisition of Property and Equipment (7,766) (15,200)
Proceeds From Sale of Fixed Assets 5 17,625
Issuance of Long Term Notes Receivable -- (359)
Receipts Against Long Term Notes Receivable 488 3,684
Minority Interest 36 57
Other (16) (450)
------- --------
Net Cash (Used in) Provided by
Investing Activities (7,253) 5,357
------- --------
FINANCING ACTIVITIES
Principal Payments on Long Term Debt (5,743) (16)
Issuance of Common Stock Upon Exercise of
Stock Options 122 10
Net (Repayments) Borrowings Under
Lines of Credit -- (1,600)
Purchase of Treasury Stock (471) --
------- -------
Net Cash (Used in) Provided by
Financing Activities (6,092) (1,606)
------- -------
(Decrease) Increase in Cash and
Cash Equivalents (17,583) 20,695
Cash and Cash Equivalents at Beginning
of Period 73,560 14,520
------- -------
Cash and Cash Equivalents at End of Period $55,977 $35,215
======= =======
Interest Paid: $635 $1,995
Income Taxes Paid: $765 $289
======= =======
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 5 of 15<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 28, 1996 AND SEPTEMBER 30, 1995
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 three months ended
September 28, 1996 and the corresponding period ended September 30,
1995 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 28, 1996.
3. Inventories as of September 28, 1996 and September 30, 1995 are
stated at the lower of FIFO cost or market, as valued by the gross
profit method. Inventories as of June 29, 1996 were valued by the
retail inventory method.
4. As of September 28, 1996, the Company had a deferred tax
liability of $7.4 million and a current deferred tax asset of $17.3
million. As of September 30, 1995, the Company had a deferred tax
liability of $6.5 million and a current deferred tax asset of $17.3
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 and tax loss carryforwards.
Deferred tax liabilities primarily reflected the excess of tax
depreciation over book depreciation.
5. Licensee department sales, included in net sales, amounted to
$6.8 million for the three months ended September 28, 1996 compared
with $7.1 million for the similar period of fiscal 1996.
6. Other current liabilities primarily consisted of sales tax
payable, accrued operating expenses, payroll taxes payable and other
miscellaneous items.
Page 6 of 15<PAGE>
7. Recent Accounting Pronouncements
a. In March 1995, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed of. The Company has adopted this statement in
the current fiscal quarter as required by this statement. This
statement requires that long-lived assets and certain identifiable
intangibles to be held and used by an entity be reviewed for
impairment whenever events or changes in circumstances indicate that
the carrying amount of an asset may not be recoverable. Also, in
general, long-lived assets and certain intangibles to be disposed of
should be reported at the lower of carrying amount or fair value less
cost to sell. The Company considers historical performance and future
estimated results in its evaluation of potential impairment and then
compares the carrying amount of the asset to the estimated future cash
flows expected to result from the use of the asset. If the carrying
amount of the asset exceeds estimated expected undiscounted future
cash flows, the Company measures the amount of the impairment by
comparing the carrying amount of the asset to its fair value. The
estimation of fair value is generally measured by discounting expected
future cash flows at the rate the Company utilizes to evaluate
potential investments. The Company estimates fair value based on the
best information available making whatever estimates, judgments and
projections are considered necessary. As of September 28, 1996 the
Company has determined that no adjustment under this statement is
required.
b. In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation, which is effective for the Company beginning
June 30, 1996. SFAS No. 123 requires expanded disclosure of stock-
based compensation arrangements with employees and encourages (but
does not require) compensation expense to be measured based on the
fair value of the equity instrument awarded. Companies are permitted,
however, to continue to apply Accounting Principles Board Opinion No.
25 (APB No. 25), which recognizes compensation costs based on the
intrinsic value of the equity instrument awarded. The Company has
adopted SFAS No. 123 in the current fiscal quarter and as permitted
will continue to apply APB No. 25 to its stock-based compensation
awards to employees and will disclose the required pro-forma effects
on net income and earnings per share as required by SFAS No. 123.
Page 7 of 15<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 three month period ended September 28, 1996 and September 30,
1995
Percentage of Net Sales
Three Months Ended
September 28, September 30,
1996 1995
Net Sales 100.0% 100.0%
Costs and expenses:
Cost of sales 66.2 66.7
Selling & administrative
expenses 37.6 37.6
Depreciation &
amortization 2.5 2.4
Interest expense .7 1.3
-------- --------
107.0 108.0
-------- --------
Other income 1.0 1.5
-------- --------
Loss before income taxes (6.0) (6.5)
Income tax benefit 2.4 2.7
-------- --------
Net loss (3.6%) (3.8%)
======== ========
Page 8 of 15<PAGE>
Three Months Ended September 28, 1996 and September 30, 1995
- ------------------------------------------------------------
Net sales increased by $16.0 million (5.5%) for the three month period
ended September 28, 1996 compared with the similar period a year ago.
Comparative store sales increased 1.1%. New Burlington Coat Factory
Warehouse stores opened subsequent to September 30, 1995 contributed
$3.7 million to this quarter's sales. Stores which were in operation
a year ago, but which were closed prior to this year's first quarter
contributed $2.8 million to last year's first quarter sales.
Specialty stores opened subsequent to last fiscal year's first
quarter, including two Totally 4 Kids stores, and a Luxury Linens
store, contributed sales of $2.5 million to this year's first quarter.
Two Luxury Linens stores and one Totally 4 Kids store were closed
subsequent to September 30, 1995. These stores contributed $1.3
million to last year's first quarter sales. The Cohoes stores showed
a comparative stores sales increase of 7.3%, while contributing $10.2
million to this year's first quarter sales compared with $9.5 million
in last year's first quarter. Sales in the current year's first
quarter for Decelle stores amounted to $8.4 million compared with $7.6
million for the similar period of a year ago.
Other income (consisting primarily of rental income from lease
departments, investment income and miscellaneous items) decreased $1.3
million for the three months ended September 28, 1996 compared with
the three months ended September 30, 1995. The decrease is primarily
due to a $2.0 million gain on the sale of the Company's Secaucus, New
Jersey facility, during the first quarter of fiscal 1996. Investment
income increased $.3 million for the three months ended September 28,
1996 compared with the similar period of fiscal 1996. In addition,
during the first quarter of fiscal 1997 the Company had $.5 million of
miscellaneous non-recurring income items.
Cost of sales increased by $9.2 million (4.7%) for the three month
period ended September 28, 1996 compared with the similar period a
year ago. Cost of sales, as a percentage of net sales, for the three
month period ended September 28, 1996 and for the similar period of
the prior year were 66.2% and 66.7%, respectively. This percentage
improvement is due primarily to improved initial margins offset in
part by slight increases in markdowns taken.
Selling and administrative expenses increased by $5.9 million (5.4%)
for the three month period ended September 28, 1996 compared with the
similar period a year ago, primarily due to increases in payroll at
both the store and home office levels. Increases in payroll are due
in part to staffing increases at the stores, home office and
distribution center, annual pay increases granted subsequent to last
year's first quarter, and payroll expenditures for stores opened
subsequent to last year's first quarter. As a percentage of sales,
selling and administrative expenses were 37.6% for both the three
months ended September 28, 1996 and the three months ended September
30, 1995.
Page 9 of 15<PAGE>
Interest expense decreased $1.7 million to $2.2 million for the three
months ended September 28, 1996 compared with the comparable period of
a year ago. This decrease is due in part to a reduction in long term
debt from last year's first quarter and the refinancing of the
Company's Industrial Revenue Bond. Also, the Company did not borrow
on its short term lines of credit during the current three month
period because operations were funded from internally generated funds
as opposed to the comparable period of fiscal 1996, when the Company
had short term loan interest expense of $1.5 million related to its
lines of credit.
Income tax benefit decreased to $7.4 million for the three months
ended September 28, 1996, from $7.8 million for the comparable period
of a year ago. The effective tax benefit percentages were 40.6% for
the three months ended September 28, 1996 and 41.0% for the three
months ended September 30, 1995.
Net loss decreased to $10.9 million for the three months ended
September 28, 1996 from $11.2 million for the comparable period of
fiscal 1996. Loss per share remained at ($.27) per share for the
three months ended September 28, 1996 compared with the three months
ended September 30, 1995.
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
- -------------------------------
During the first quarter of fiscal 1997, the Company opened one new
Burlington Coat Factory Warehouse store. The Company estimates
spending approximately $7.2 million for store openings during this
fiscal year, of which approximately $1.3 million has been expended as
of September 28, 1996. In addition, the Company plans to expend
apprxoimately $12.2 million for the refurbishing and refixturing of
existing stores, of which $4.2 million has been expended at the end of
the first quarter. During fiscal 1997, the Company expects to spend
approximately $11 million for computer systems, both at the store and
corporate level.
Page 10 of 15<PAGE>
Working capital increased to $272.6 million at September 28, 1996 from
$244.9 million at September 30, 1995.
Net cash used in operating activities of $4.2 million for the fiscal
quarter ended September 28, 1996 increased from $16.9 million in net
cash provided by operating activities for the comparable period of
fiscal 1996, an increase in cash used in operating activities of
$21.2 million. This change in net cash used in operations was the
result of the Company's seasonal inventory build-up being at an
increased level compared with the similar period of a year ago.
The Company's long-term borrowings at September 28, 1996 include $66.6
million of long term subordinated notes issued by the Company to
institutional investors in June 1990 ("the Notes") and an industrial
development bond of $9.7 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 $8.0 million
each without premium on June 27 of each year. These repayments began
with the first prepayment being made June 27, 1996. The Notes are
subordinated to senior debt, including, among others, bank debt and
indebtedness for borrowed money. During the first quarter of fiscal
1997, the Company repurchased an additional $5.4 million of the Notes which
reduced the Company's mandatory prepayment to $7.4 million annually. The
Company has no current plan to repurchase or repay any additional
amounts earlier than scheduled, but may consider doing so in the
future should conditions favorable to the Company present themselves.
The interest rate on the industrial development bond financing was
originally fixed at 9.78% over the life of these serial and term bonds
(the "Bonds"). The Company refinanced its industrial development
bonds with the New Jersey Economic Development Authority on September
1, 1995. The original bonds were called at 103 and refinanced with
credit enhanced bonds (the "Refunding Bonds"). The Refunding Bonds
consist of serial and term bonds having the same maturity as the
original issue. 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 Refunding Bonds are 5.84%
and 9.78 years, respectively. During the current fiscal quarter, the
Company expended approximately $.3 million for the repayment of the
Refunding Bonds.
Page 11 of 15<PAGE>
The Company has in place a committed line of credit agreement in the
amount of $50.0 million and $150.0 million in uncommitted lines of
credit. The Company had no borrowings under these credit lines during
fiscal 1997's first quarter. The maximum borrowings outstanding under
these lines were $120.4 million during the first quarter of fiscal
1996. The average borrowings outstanding under the lines were $98.1
million during the first quarter of fiscal 1996. The weighted average
interest rate on outstanding borrowings during the first quarter of
fiscal 1996 was 6.2%. Short term borrowings outstanding at September
30, 1995 were $84.3 million.
The decrease in short term borrowings at September 28, 1996 over
September 30, 1995 is the direct result of continued maintenance of
lower inventory levels in the stores. In addition, liquidity was
enhanced by a significant increase in profitability during fiscal 1996
and to reductions in capital expenditures during fiscal 1996 and the
first quarter of fiscal 1997.
The Company believes that its current capital expenditures and
operating requirements can be satisfied from internally generated
funds, from short term borrowings under its revolving credit and term
loan agreement as well as uncommitted lines of credit and
from its long term borrowings. 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. The Company
believes that the current operating results will not have a material
effect on its ability to obtain financing.
On or about September 23, 1994 three separate putative class actions
were filed against the Company. These three actions were consolidated
and an amended complaint was served on January 17, 1995. The Company
filed a motion to dismiss on May 17, 1995 and a hearing on the motion
was held on July 20, 1995. On February 20, 1996, the District Court
dismissed the plaintiff's amended complaint in its entirety. In
March, 1996, the plaintiffs filed an appeal from the District Court's
decision. (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 action suits or the
materiality thereof at this time and accordingly has not established
any reserve for this matter. However, the Company believes the
actions are without merit and intends to vigorously defend them.
Page 12 of 15<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 sought unspecified damages in connection with
alleged violations of Sections 10(b) (and Rule 10b-5 promulgated
thereunder) and 20(a) of the Securities Exchange Act of 1934, as
amended. The Amended Complaint alleged material misstatements and
omissions by the Company and certain of its officers and directors
that plaintiffs alleged caused the Company's common stock to be
artificially inflated during the proposed Class Period, which was
defined in the Amended Complaint as the period from October 4, 1993
through September 23, 1994. On March 3, 1995, the Company and the
individual defendants served a motion to dismiss plaintiffs' Amended
Complaint. That motion was fully briefed and filed with the Court on
May 17, 1995; oral argument on that motion was held on July 20, 1995.
On February 20, 1996, the District Court granted the Company's motion
and dismissed the plaintiffs' Amended Complaint in its entirety. In
March 1996, the plaintiffs filed an appeal from the District Court's
decision in the United States Court of Appeals for the Third Circuit
(the Appeal ). Although the Company is unable at this time to assess
the probable outcome of the Appeal or the materiality of the risk of
loss in connection therewith, the Company fully agrees with the
District Court's decision to dismiss the Amended Complaint in its
entirety, and intends to vigorously oppose the plaintiffs' efforts to
overturn the District Court's decision.
Item 6 Exhibits and Reports on Form 8-K
a. Exhibits - None
b. The Company filed no current reports on Form 8-K for
the period ended September 28, 1996.
Page 13 of 15<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
By: /s/ Monroe G. Milstein
Monroe G. Milstein
President & Chief Executive Officer
By: /s/ Robert L. LaPenta, Jr.
Robert L. LaPenta, Jr., Corporate
Controller & Chief Accounting Officer
Date: November 12, 1996
Page 14 of 15<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> JUN-28-1997
<PERIOD-END> SEP-28-1996
<CASH> 55,977,000
<SECURITIES> 0
<RECEIVABLES> 19,834,000
<ALLOWANCES> (946,000)
<INVENTORY> 530,375,000
<CURRENT-ASSETS> 638,779,000
<PP&E> 338,730,000
<DEPRECIATION> (132,445,000)
<TOTAL-ASSETS> 854,377,000
<CURRENT-LIABILITIES> 366,229,000
<BONDS> 69,730,000
0
0
<COMMON> 41,186,000
<OTHER-SE> 361,336,000
<TOTAL-LIABILITY-AND-EQUITY> 854,377,000
<SALES> 307,240,000
<TOTAL-REVENUES> 310,318,000
<CGS> 203,310,000
<TOTAL-COSTS> 203,310,000
<OTHER-EXPENSES> 122,024,000
<LOSS-PROVISION> 1,061,000
<INTEREST-EXPENSE> 2,227,000
<INCOME-PRETAX> (18,304,000)
<INCOME-TAX> (7,430,000)
<INCOME-CONTINUING> (10,874,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,874,000)
<EPS-PRIMARY> (.27)
<EPS-DILUTED> (.27)
</TABLE>
