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 27, 1997
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 October 30, 1997
Common stock, par value $1 49,547,679
Page 1 of 17<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 27, 1997 (unaudited), June 28, 1997
and September 28, 1996 (unaudited)
Condensed consolidated statements of operations - 4
Three months ended September 27, 1997 (unaudited) and
September 28, 1996 (unaudited)
Condensed consolidated statements of cash flows - 5
Three months ended September 27, 1997 (unaudited) and
September 28, 1996 (unaudited)
Notes to condensed consolidated financial statements 6
Item 2. Management's discussion and analysis of results 8
of operations and financial condition
Part II - Other Information:
Item 1. Legal Proceedings 13
Item 6. Exhibits and reports on Form 8-K 13
SIGNATURES 14
* * * * * * * * * * * *
Page 2 of 17<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(All amounts in thousands)
<CAPTION>
September 27, June 28, September 28,
1997 1997 1996
(Unaudited) (Note A) (Unaudited)
____________ ________ _____________
ASSETS
<S> <C> <C> <C>
Current Assets:
Cash and Cash Equivalents $ 90,437 $157,394 $ 55,977
Accounts Receivable 19,161 17,160 18,888
Merchandise Inventories 597,385 366,233 530,375
Deferred Tax Asset 16,474 9,201 17,266
Prepaid and Other Current Assets 19,466 7,150 16,273
________ ________ _______
Total Current Assets 742,923 557,138 638,779
Property and Equipment (Net of Accumulated
Depreciation and Amortization) 217,655 209,864 206,285
Other Assets 7,806 8,075 9,313
________ _______ _______
Total Assets $968,384 $775,077 $854,377
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable $346,481 $143,840 $282,090
Income Taxes Payable 7,090 10,657 4,480
Other Current Liabilities 85,275 75,074 71,834
Current Maturities of Long Term Debt 7,868 7,831 7,825
-------- -------- --------
Total Current Liabilities 446,714 237,402 366,229
Long Term Debt 61,867 62,274 69,730
Other Liabilities 10,972 8,763 8,461
Deferred Tax Liability 6,228 6,423 7,435
Stockholders' Equity:
Unearned Compensation (48) (54) (82)
Preferred Stock -- -- --
Common Stock 49,550 41,259 41,186
Capital in Excess of Par Value 17,951 25,997 25,480
Retained Earnings 395,104 406,123 338,734
Less Treasury Stock at Cost (19,954) (13,110) (2,796)
-------- -------- --------
Total Stockholders' Equity 442,603 460,215 402,522
------- -------- --------
Total Liabilities and Stockholders' Equity $968,384 $775,077 $854,377
======== ======== ========
<FN>
See notes to the condensed consolidated financial statements.
NOTE A: The balance sheet at June 28, 1997 has been derived from the audited
financial statements at that date.
</TABLE>
Page 3 of 17<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(All amounts in thousands except per share data)
<CAPTION>
Three Months Ended
September 27, September 28,
1997 1996
------------- -------------
REVENUES:
<S> <C> <C>
Net Sales $ 335,270 $ 307,240
Other Income 3,339 3,078
----------- -----------
338,609 310,318
----------- -----------
COSTS AND EXPENSES:
Cost of Sales (Exclusive of
Depreciation and Amortization) 216,435 203,310
Selling and Administrative Expenses 129,761 115,461
Depreciation and Amortization 7,815 7,624
Interest Expenses 1,859 2,227
___________ ___________
355,870 328,622
----------- -----------
Loss Before Income Tax Benefit (17,261) (18,304)
Income Tax Benefit (7,054) (7,430)
------------ ------------
Net Loss $ (10,207) $ (10,874)
============ ============
Earnings Per Share:
Net Loss Per Share $ (0.21) $ (0.22)
============ ============
Weighted Average Shares Outstanding 47,495,106 48,790,284
=========== ==========
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 4 of 17<PAGE>
<TABLE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION
AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(All amounts in thousands)
<CAPTION>
September 27, September 28,
1997 1996
------------- -------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Loss $(10,207) $(10,874)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operating Activities:
Depreciation and Amortization 7,815 7,624
Provision for Losses on Accounts Receivable 1,284 1,061
Provision for Deferred Income Taxes (7,468) (7,448)
Loss on Disposition of Fixed Assets 65 459
Rent Expense and Other 319 383
Changes in Operating Assets and Liabilities:
Accounts Receivable (3,290) (5,366)
Merchandise Inventories (231,152) (159,938)
Prepaids and Other Current Assets (12,316) 3,529
Accounts Payable 202,641 163,190
Other Current Liabilities 5,822 3,142
-------- --------
Net Cash Used by Operating Activities (46,487) (4,238)
--------- ________
INVESTING ACTIVITIES
Acquisition of Property and Equipment (15,657) (7,766)
Proceeds From Sale of Fixed Assets 7 5
Receipts Against Long Term Notes Receivable 76 488
Minority Interest 67 36
Location Incentives 2,000 -
Other - (16)
------- -------
Net Cash Used by Investing Activities (13,507) (7,253)
-------- -------
FINANCING ACTIVITIES
Principal Payments on Long Term Debt (370) (5,743)
Issuance of Common Stock Upon
Exercise of Stock Options 251 122
Purchase of Treasury Stock (6,844) (471)
------- -------
Net Cash Used in Financing Activities (6,963) (6,092)
------- -------
Decrease in Cash and Cash Equivalents (66,957) (17,583)
Cash and Cash Equivalents at Beginning of Period 157,394 73,560
-------- -------
Cash and Cash Equivalents at End of Period $ 90,437 $ 55,977
======== ========
Interest Paid: $ 447 $ 635
======== ========
Income Taxes Paid: $ 3,981 $ 765
======== ========
<FN>
See notes to the condensed consolidated financial statements.
</TABLE>
Page 5 of 17<PAGE>
BURLINGTON COAT FACTORY WAREHOUSE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
THREE MONTHS ENDED SEPTEMBER 27, 1997 AND SEPTEMBER 28, 1996
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 27, 1997
and the corresponding period ended September 28, 1996 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 26, 1997.
3. Inventories as of September 27, 1997 and September 28, 1996
are stated at the lower of FIFO cost or market, as valued by the
gross profit method. Inventories as of June 28, 1997 were valued
by the retail inventory method.
4. At September 27, 1997, the Company had a deferred tax
liability of $6.2 million and a current deferred tax asset of
$16.5 million. At September 28, 1996, the Company had a deferred
tax liability of $7.4 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 $9.0 million for the three months ended September 27, 1997
compared with $6.8 million for the three months ended September,
1996.
6. Other current liabilities primarily consisted of sales tax
payable, accrued operating expenses, payroll taxes payable and
other miscellaneous items.
Page 6 of 17<PAGE>
7. On September 8, 1997, the Board of Directors of the Company
declared the Company's first cash dividend in the amount of two
cents ($.02) per share payable annually. The cash dividend was
paid on October 16, 1997 to stockholders of record on September
19, 1997 and amounts to $.8 million.
8. On September 8, 1997, the Board of Directors of the Company
declared a six for five split of the Company's common stock
effective October 16, 1997, to stockholders of record on October
1, 1997. This stock split was effected in the form of a 20%
stock dividend by the distribution of one additional share for
every five shares of stock already issued. The par value of the
common stock remained at $1.00 per share. As a result, $8.3
million, representing the total par value of the new shares
issued, were transferred from the capital in excess of par value
account to common stock. Common stock and paid-in capital in
excess of par value accounts as of September 27, 1997 were
adjusted to give effect to the stock split. All amounts per
share were adjusted to give retroactive effect to the stock
split.
9. a. In February 1997, the Financial Accounting Standards
Board issued Statement of Financial Accounting Standards No. 128,
Earnings Per Share. This Statement will be effective for
financial reporting purposes, for both interim and year-end
financial statements ending after December 15, 1997. The Company
anticipates that this Statement will not have a material effect
on its financial statements.
b. The Financial Accounting Standards Board has issued
SFAS No. 130. Reporting Comprehensive Income which will result
in disclosure of comprehensive income and its components
(revenues, expenses, gains and losses) in a full set of general-purpose
financial statements. The Company is not required to adopt this standard
until fiscal 1999. At this time, the Company has not determined the impact
this standard will have on the Company's financial statements.
c. The Financial Accounting Standards Board has issued
SFAS No. 131. Disclosures about Segments of an Enterprise and
Related Information which establishes standards for the way
public business enterprises report information about operating
segments in annual financial statements and requires that those
enterprises report selected information about operating segments
in interim financial reports issued to shareholders. It also
establishes standards for related disclosures about products and
services, geographic areas, and major customers. The Company is
not required to adopt this standard until 1999. At this time,
the Company has not determined the impact this standard will have
on the Company's financial statements.
Page 7 of 17<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 27, 1997 and
September 28, 1996.
<TABLE>
<CAPTION>
Percentage of Net Sales
Three Months Ended
-----------------------
September 27, September 28,
1997 1996
------------- -------------
<S> <C> <C>
Net sales 100.0% 100.0%
Costs and expenses:
Cost of sales 64.6 66.2
Selling & administrative
expenses 38.7 37.6
Depreciation &
amortization 2.3 2.5
Interest expense .5 .7
----- -----
106.1 107.0
----- -----
Other income 1.0 1.0
----- -----
Loss before income tax benefit (5.1) (6.0)
Income tax benefit 2.1 2.4
----- -----
Net loss (3.0%) (3.6%)
======= =======
</TABLE>
Page 8 of 17<PAGE>
Three Months Ended September 27, 1997 and September 28, 1996
- ------------------------------------------------------------
Net sales increased $28.0 million (9.1%) for the first
fiscal quarter of 1998 compared with the similar period of fiscal
1997. Comparative store sales increased 4.5%. Ten Burlington
Coat Factory Warehouse stores, one Totally 4 Kids store and one
Baby Depot store opened subsequent to fiscal 1997's first quarter
contributed $14.4 million to this year's sales. Stores which
were in operation a year ago, but which were closed prior to this
year, contributed $11.2 million to last year's first quarter sales.
The Cohoes stores showed a comparative stores sales increase
of 3.2%, while contributing $8.9 million to consolidated sales
for the fiscal quarter. During the prior fiscal year, one Cohoes
store was closed. This store contributed $1.6 million to net
sales in the first quarter of fiscal 1997.
Sales in the first fiscal quarter of 1998 for the Decelle
stores were $8.9 million compared with $8.4 million in the
similar period of fiscal 1997. Fiscal 1998 first quarter
comparative store sales decreased 1.8% for the Decelle division.
Subsequent to the first fiscal quarter of fiscal 1997, one new
store opened within the Decelle division. This store contributed
$.6 million to net sales in this year's first fiscal quarter.
The Company's Fit For Men store and Coral Springs, Florida
Luxury Linens store, contributed $.2 million and $.3 million,
respectively, to last fiscal year's first quarter sales. These
stores were closed prior to this fiscal year's first quarter.
Other income (consisting primarily of rental income from
lease departments, investment income and miscellaneous items)
increased $.3 million for the three months ended September 27,
1997 compared with the three months ended September 28, 1996.
Investment income increased $1.0 million for the three months
ended September 27, 1997 compared with the similar period of
fiscal 1997. Offsetting this increase was a decrease in rental
income of approximately $1.0 million. This decrease is the
result of the Company's conversion of its shoe department from a
lease department to a Company operated department during the
second half of fiscal 1997. In addition, losses on disposition
of property decreased $.4 million when comparing the first
quarter of fiscal 1998 to the first quarter of fiscal 1997.
Page 9 of 17<PAGE>
Cost of sales increased by $13.1 million (6.5%) for the
three month period ended September 27, 1997 compared with the
similar period a year ago. Cost of sales, as a percentage of net
sales, for the three month period ended September 27, 1997 and
for the similar period of the prior year were 64.6% and 66.2%,
respectively. This percentage improvement is due primarily to a
decrease in markdowns taken and to improvement in initial
margins.
Selling and administrative expenses increased by $14.3
million (12.4%) for the three month period ended September 27,
1997 compared with the similar period a year ago. As a
percentage of sales, selling and administrative expenses were
38.7% and 37.6% for the three month periods ended September 27,
1997 and September 28, 1996, respectively. The dollar and
percentage increases are primarily the result of costs associated
with stores opened subsequent to last fiscal year's first
quarter, increased payroll expenditures, increased profit sharing
costs, and costs associated with an expanded fall advertising
program.
Interest expense decreased $.4 million to $1.9 million for
the three months ended September 27, 1997 compared with the
similar period of a year ago. This decrease is due to a
reduction in long term debt from last year's first quarter and
the refinancing of the Company's industrial revenue bond.
Income tax benefit decreased to $7.1 million for the three
months ended September 27, 1997, from $7.4 million for the
comparative period of a year ago. The effective tax benefit
percentages were 40.9% for the three months ended September 27,
1997 and 40.6% for the three months ended September 28, 1996.
Net loss decreased to $10.2 million for the three months
ended September 27, 1997 from $10.9 million for the comparative
period of fiscal 1997. Loss per share decreased to ($.21) per
share for the three months ended September 27, 1997 from ($.22)
for the three months ended September 28, 1996.
The Company's business is seasonal, with its highest sales
occurring in the months of September, October, November, December
and January 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 September, October,
November, December and January.
Page 10 of 17<PAGE>
Liquidity and Capital Resources
- -------------------------------
The Company plans to open approximately twenty new stores
during fiscal 1998. During the first quarter of fiscal
1998, the Company opened five new Burlington Coat Factory
Warehouse stores. The Company estimates spending approximately
$15.3 million for store openings during this fiscal year, of
which approximately $2.8 million had been expended as of
September 27, 1997. In addition, the Company plans to expend
approximately $18.5 million for the refurbishing and refixturing
of existing stores, of which $6.1 million had been expended at
the end of the first quarter. The Company purchased the land and
buildings for two additional locations during the quarter at a
cost of approximately $5.3 million.
The Company repurchased 537,360 shares of its stock (after
giving effect to the six for five stock split effected on October
16, 1997), costing approximately $6.8 million in the first fiscal
quarter. These purchases are reflected as treasury stock in the
equity section of the balance sheet. At September 27, 1997 the
Company had authority to purchase an additional $9.2 million of
treasury stock.
Working capital increased to $296.2 million at September 27,
1997 from $272.6 million at September 28, 1996.
Net cash used by operating activities of $46.5 million for
the fiscal quarter ended September 27, 1997 increased from $4.2
million in net cash used by operating activities for the
comparative period of fiscal 1997. This change in net cash used
by operations was the result of an increased level of seasonal
inventory build-up, inventory from new stores, and inventory
related to the new Company-operated shoe department.
The Company's long-term borrowings at September 27, 1997
include $59.2 million of long term subordinated notes issued by
the Company to institutional investors in June 1990 ("the Notes")
and an industrial development bond of $9.3 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 annual payments began on June 27, 1996. The Notes are
Page 11 of 17<PAGE>
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 $.4 million
for the repayment of the Refunding Bonds.
The Company has in place a committed line of credit
agreement in the amount of $50.0 million and $100.0 million in
uncommitted lines of credit. The Company had no borrowings under
these credit lines during fiscal 1997 or the first fiscal quarter
of 1998.
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.
Page 12 of 17<PAGE>
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, plaintiffs filed an
appeal from the District Court's decision. In June, 1997 the
U.S. Court of Appeals for the Third Circuit affirmed the District
Court's dismissal of the class action suits but held that
plaintiffs should be granted leave to attempt to replead two of
the six claims that were dismissed. (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 13 of 17<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. 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"). The Appeal was orally argued before a panel of three
judges on December 12, 1996. On June 10, 1997 the panel rendered
an unanimous decision affirming the District Court's dismissal of
the action but ruled that the District Court should allow the
plaintiffs to attempt to replead two of the six claims. The
matter has since been remanded to the District Court.
In the past, the Company has initiated several lawsuits in
its effort to stop what it believes to be unlawful practices on
Page 14 of 17<PAGE>
the part of certain manufacturers and large retailers to control
the prices at which certain items of merchandise may be sold at
the Company's stores.
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 27, 1997.
Page 15 of 17<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 7, 1997
Page 16 of 17<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> MAY-30-1998
<PERIOD-END> SEP-27-1997
<CASH> 90,437,000
<SECURITIES> 0
<RECEIVABLES> 20,115,000
<ALLOWANCES> (954,000)
<INVENTORY> 597,385,000
<CURRENT-ASSETS> 742,923,000
<PP&E> 366,193,000
<DEPRECIATION> (148,538,000)
<TOTAL-ASSETS> 968,384,000
<CURRENT-LIABILITIES> 446,714,000
<BONDS> 61,867,000
0
0
<COMMON> 49,550,000
<OTHER-SE> 393,053,000
<TOTAL-LIABILITY-AND-EQUITY> 968,384,000
<SALES> 335,270,000
<TOTAL-REVENUES> 338,609,000
<CGS> 216,435,000
<TOTAL-COSTS> 216,435,000
<OTHER-EXPENSES> 136,292,000
<LOSS-PROVISION> 1,284,000
<INTEREST-EXPENSE> 1,859,000
<INCOME-PRETAX> (17,261,000)
<INCOME-TAX> (7,054,000)
<INCOME-CONTINUING> (10,207,000)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (10,207,000)
<EPS-PRIMARY> (.21)
<EPS-DILUTED> (.21)
</TABLE>
