BURL 8-K Current Reports

Leadership ChangesOther Events

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 27, 2026)

Burlington Stores (BURL) reported strong second-quarter fiscal 2026 results for the quarter ended August 1, 2026. Total sales rose 11% to $2,998 million on top of 10% growth a year earlier, while comparable store sales increased 2%. GAAP net income was $184 million, or $2.88 per diluted share, versus $1.47 a year ago. Excluding a $55 million pre-tax tariff refund benefit ($41 million after tax) and bankruptcy-acquired lease expenses, Adjusted EPS rose 38% to $2.37, and Adjusted EBIT margin expanded 100 basis points. Management noted this was the 15th consecutive quarter of double-digit EPS growth. The quality of the beat warrants some scrutiny. Gross margin expanded 250 basis points to 46.2%, but roughly 180 basis points of that reflected the one-time tariff refund; underlying merchandise margin improved about 70 basis points. Management stated it intends to reinvest the refunds into lower prices during the second half, so the refunds are expected to be neutral to full-year earnings. Comparable sales growth of 2% was modest, and reserve inventory fell to 43% of total inventory from 50% a year earlier, which may reflect a more disciplined opportunistic buying posture or a shift in merchandise mix. Management raised full-year fiscal 2026 Adjusted EPS guidance to $11.77-$11.97 (from a prior range that management says is passed through the Q2 beat), with comparable sales growth of 3%-4% and total sales growth of 10%-11%. Third-quarter guidance is softer, calling for Adjusted EPS of $1.60-$1.70 versus $1.80 last year and an Adjusted EBIT margin decline of 60-80 basis points, as the company reinvests the tariff refunds. Liquidity stood at $1.65 billion, with $1.91 billion of total debt, and the company repurchased $87 million of stock during the quarter.

Aug 27, 2026 8-K

Burlington Stores, Inc. 8-K Report, Executive Changes (Aug 4, 2026)

Burlington Stores, Inc. announced the departure of Matthew Pasch, Executive Vice President and Chief Human Resources Officer, effective September 1, 2026. Mr. Pasch will receive benefits and pro-rata vesting of his 2024 performance-based restricted stock unit award as per the Executive Severance Plan and a Severance Agreement entered into on July 31, 2026. The full details of this agreement will be disclosed in a future 10-Q filing. In a related development, the company has appointed John Pershing to succeed Mr. Pasch as EVP and CHRO, effective October 2026. Mr. Pershing brings extensive experience from previous HR leadership roles at prominent retail companies including Barnes & Noble, Canadian Tire Corporation, Ascena Retail Group, and Best Buy, indicating a strategic move to leverage his expertise in human capital management.

Aug 4, 2026 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (May 28, 2026)

Burlington Stores (BURL) reported first-quarter fiscal 2026 results (quarter ended May 2, 2026) that beat its own guidance on sales, margins, and earnings, and raised full-year guidance. Net sales rose 14% to $2,852 million, comparable store sales rose 6%, and GAAP diluted EPS was $1.79, up from $1.58. Gross margin expanded 30 basis points to 44.1%, driven by higher merchandise margin and lower freight costs. Management called this the 14th consecutive quarter of double-digit EPS growth and said it is passing the entire first-quarter upside through to the full year. Full-year fiscal 2026 guidance now calls for total sales growth of 9% to 11%, comparable store sales growth of 2% to 4%, and adjusted EPS of $11.45 to $11.80, versus $10.17 in fiscal 2025. That implies roughly 13% to 16% EPS growth. Q2 guidance calls for adjusted EPS of $2.05 to $2.20, compared with $1.72 a year ago, and comparable store sales growth of 1% to 3%. Inventory rose 10% to $1,444 million, with reserve inventory falling to 41% of the total from 48%, which suggests a healthier mix. Liquidity was $1,689 million, and the company repurchased $81 million of stock and retired $111 million of convertible notes during the quarter. Investors should note that the release reports two different sets of adjusted figures. The headline adjusted EPS of $2.10 (Adjusted Net Income of $134 million) and adjusted EBIT of $179 million differ from the reconciliation tables, which show $2.01 (Adjusted Net Income of $128.9 million), adjusted EBIT of $171.7 million, and adjusted EBITDA of $276.3 million (versus $284 million in the headline). The reconciliation tables also show the prior-year figure as $1.60, versus $1.67 in the headline. The reconciliation tables also show a fiscal 2025 adjusted EPS of $9.76, while the guidance section cites $10.17. The gap appears to come from the treatment of lease-related and other adjustments. Investors should confirm which measure management uses when comparing results and guidance.

May 28, 2026 8-K

Burlington Stores, Inc. 8-K Report, Shareholder Vote Results (May 26, 2026)

Burlington Stores, Inc. (BURL) filed this Form 8-K to report the voting results of its annual stockholder meeting held May 19, 2026. Holders of 59,553,183 shares, about 95% of shares outstanding and eligible to vote, were represented, which exceeded the quorum requirement. Stockholders elected all seven directors to one-year terms, ratified Deloitte & Touche LLP as the independent auditor for fiscal 2026 (ending January 30, 2027), approved the advisory say-on-pay proposal, and chose an annual frequency for future say-on-pay votes. The filing reports no changes to the company's governance structure beyond these routine matters. The election results were broadly supportive, but one director drew meaningful opposition. Jordan Hitch received 6.96 million votes against, roughly 11.9% of votes cast for or against him, while the other six nominees each received under 2.1 million against votes. Auditor ratification was strong, with about 96.4% of total shares voted in favor. The say-on-pay proposal passed with roughly 87.9% of votes cast in favor, excluding broker non-votes. That is a solid endorsement, though about 7.0 million shares voted against executive pay, which suggests some investor concern about compensation practices. The frequency vote was decisive, with about 99% of votes cast favoring an annual say-on-pay vote. The board has adopted that cadence, so stockholders will be asked to vote on executive compensation every year until the next frequency vote or until the board decides otherwise. For investors, the filing signals stable governance and continued shareholder oversight of pay and directors, with the Hitch and say-on-pay opposition as the main points to monitor.

May 26, 2026 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Mar 13, 2026)

Burlington Stores, Inc. (BURL) disclosed that on March 12, 2026 it entered into privately negotiated exchange agreements with certain holders of its 1.25% Convertible Senior Notes due 2027. The holders agreed to exchange $81,874,000 in aggregate principal amount of the Notes for a combination of cash and shares of common stock. The mix of cash and shares will be set by a formula tied to the volume-weighted average price of the common stock over a one-day measurement period on March 13, 2026. The filing does not disclose the resulting cash amount, share count, or the remaining principal of Notes outstanding, because the per-holder calculations in Exhibit A are blank in the form provided. For investors, the transaction is a debt-reduction and capital-structure action that replaces a portion of the 2027 convertible notes with cash and equity. Shares issued in the exchange will be issued without Securities Act registration under a private-placement exemption and are expected to be listed on the NYSE. The exchange is expected to close on March 19, 2026, with termination rights if closing has not occurred by March 25, 2026. Holders will not receive additional cash for accrued interest, and they agreed not to convert the Notes before closing. Because the share issuance is priced off the March 13 VWAP and the exact dilution depends on that price, investors will need the company's subsequent disclosure to size the economic impact. The filing is a standard form exchange agreement and includes representations, a Company covenant to publicly disclose the transaction by 9:00 a.m. New York time on the first business day after signing, and a placement agent (J. Wood Capital Advisors LLC) with a Company-paid fee. The 8-K does not discuss the strategic rationale for the exchange or the company's liquidity position, so those points should be taken from management commentary or future filings.

Mar 13, 2026 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Mar 5, 2026)

Burlington Stores reported a strong fourth quarter of fiscal 2025 (ended January 31, 2026). Total sales rose 11% to $3.64 billion, and comparable store sales grew 4% on top of a 6% gain a year earlier, a two-year stack of roughly 10%. Gross margin expanded 80 basis points to 43.7%, driven mainly by a 60 basis point merchandise margin gain. GAAP net income was $310 million, or $4.84 per diluted share, versus $4.02 a year ago. Management cited Adjusted EPS of $4.99 (up 21%) against its $4.50 to $4.70 guidance, though the reconciliation tables in the filing show $4.89, so investors should confirm which figure is correct. For full-year fiscal 2025, total sales grew 9% to $11.55 billion, comparable store sales rose 2%, and GAAP diluted EPS was $9.51 (up 22% from $7.80). The company guided fiscal 2026 to total sales growth of 8% to 10%, comparable store sales growth of 1% to 3%, and Adjusted EPS of $10.95 to $11.45, implying roughly 8% to 13% growth from the reported $10.17. Management also said there may be upside to comp expectations and that it has positioned the business to aggressively chase sales. The first quarter outlook is more cautious, with Adjusted EBIT margin guided down 60 to 100 basis points and Adjusted EPS of $1.60 to $1.75. The balance sheet remains solid, with $2.16 billion of liquidity, $1.23 billion of cash, $2.08 billion of total debt, and no ABL borrowings. Capital expenditures are expected to fall to about $875 million in fiscal 2026 from roughly $1.06 billion in fiscal 2025, with 110 net new stores and a new Savannah, GA distribution center planned. The company repurchased $59 million of stock in the quarter and has $385 million remaining under its authorization. Key watch items are the gap between narrative and reconciled non-GAAP figures, the sharp reduction in reserve inventory mix (40% versus 46%), and the first-quarter margin guidance.

Mar 5, 2026 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Nov 25, 2025)

Burlington Stores (BURL) reported third-quarter fiscal 2025 results (quarter ended November 1, 2025) with net sales up 7% to $2,706 million and comparable store sales up 1%. Gross margin rose 30 basis points to 44.2%, and SG&A fell 40 basis points to 35.0% of sales. Net income was $105 million, or $1.63 per diluted share, versus $1.40 a year ago. On the company's adjusted basis, which excludes $11 million of pre-tax expenses tied to bankruptcy-acquired leases, Adjusted EBIT margin rose 60 basis points and Adjusted EPS grew 16% to $1.80. Management said traffic weakened after back-to-school because of unseasonably warm weather, but comparable sales recovered to mid-single digits from mid-October and that trend continued through the first three weeks of November. Management raised full-year fiscal 2025 Adjusted EPS guidance to $9.69–$9.89, up from the prior range and versus $8.35 last year. Fourth-quarter Adjusted EPS guidance is $4.50–$4.70 against $4.13 a year ago. The company kept its fourth-quarter comparable sales guidance at 0% to 2%, citing tougher comparisons ahead. The guidance excludes about $34 million of pre-tax bankruptcy-acquired lease expenses for the full year. The main watch items are inventory and balance sheet changes. Merchandise inventory rose 15% year over year to $1,658 million while comparable-store inventory fell 2%, and reserve inventory reached 35% of the total versus 32% a year earlier. Cash fell to $584 million, and total debt rose to $2,035 million, which includes a $1,723 million Term Loan. Full-year capital expenditures are guided to about $950 million. Management reiterated its target of roughly $1.6 billion in operating income by 2028 and said it is tracking well against it.

Nov 25, 2025 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 28, 2025)

Burlington Stores (BURL) reported strong second-quarter fiscal 2025 results for the period ended August 2, 2025. Total sales rose 10% to $2.70 billion, on top of 13% growth a year earlier, and comparable store sales increased 5% on a 5% comparison. Net income was $94 million, or $1.47 per diluted share, versus $1.15 a year ago. Excluding expenses tied to bankruptcy-acquired leases, Adjusted EPS grew 39% to $1.72 (the reconciliation table in the filing shows $1.59 on a different adjustment basis, so investors should check which definition applies). Adjusted EBIT margin expanded 120 basis points, driven mainly by a 90 basis point gross margin improvement from lower shortage, reduced markdowns and better freight costs. Management raised full-year fiscal 2025 Adjusted EPS guidance to $9.19 to $9.59, up from $8.35 last year, while holding comparable sales guidance at 1% to 2% for the year and 0% to 2% for the second half. The third-quarter outlook calls for Adjusted EPS of $1.50 to $1.60 against $1.55 last year, which implies limited year-over-year earnings growth in that quarter. The company is also carrying higher inventory, with merchandise inventories up 16% year over year while comparable store inventories fell 8%, and reserve inventory rose to 50% of the total. Liquidity was $1.69 billion, but total debt increased to $2.04 billion, including a $1.73 billion term loan, after the company repaid its 2025 convertible notes. The filing is a furnished (not filed) Item 2.02 earnings release, so the guidance and non-GAAP measures carry the usual safe-harbor caveats. Key watch items for investors are whether the margin gains hold in the back half, whether the inventory build converts to sales without heavier markdowns, and how much bankruptcy-acquired lease expense ultimately lands, which management estimates at $33 million for the full year.

Aug 28, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (Aug 21, 2025)

Burlington Stores, Inc. (NYSE: BURL) filed an 8-K on August 21, 2025 to announce that its Board of Directors elected Michael Skirvin as a director, effective November 18, 2025, with appointment to the Audit Committee effective the same date. The filing is a governance update rather than a financial disclosure: it contains no earnings results, guidance, or changes to financial figures. The announcement is made by press release (Exhibit 99.1), which also notes Fiscal 2024 net sales of $10.6 billion and 1,115 stores as of the end of Q1 Fiscal 2025. Mr. Skirvin brings more than 30 years of off-price retail experience, including roughly two decades at The TJX Companies (1989-2010), where he held senior finance and real estate roles and served as COO of the A.J. Wright division. He later served as CEO of Bob's Discount Furniture from 2016 until his retirement in 2020. His Audit Committee seat is a notable addition, given his prior tenure as SVP and Corporate Controller at TJX, which suggests substantive financial reporting expertise. Management framed the appointment as supporting the Burlington 2.0 strategy and continued strategic growth. For investors, the event is modest in direct financial impact. Director compensation is standard: a $95,000 Board retainer, an $18,000 non-chair Audit Committee retainer, and an RSU award with a $170,000 grant-date value. The filing also states there are no related-party transactions requiring Item 404(a) disclosure and no arrangement under which Mr. Skirvin was selected. The main investor takeaway is incremental strengthening of board oversight, particularly in audit and off-price retail operations.

Aug 21, 2025 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Jul 29, 2025)

Burlington Stores, Inc. (BURL) announced a significant amendment to its credit facility through its indirect wholly-owned subsidiary, Burlington Coat Factory Warehouse Corporation. This amendment, dated July 25, 2025, substantially strengthens the company's financial flexibility and extends its debt maturity profile. Key changes include an increase in the aggregate principal amount of commitments from $900 million to $1 billion, providing additional liquidity for potential operational needs, strategic investments, or share repurchases. Furthermore, the maturity date for these commitments and loans has been extended from December 22, 2026, to July 25, 2030. This extension provides a longer runway and reduces near-term refinancing risk, which is a positive signal for investors regarding the company's long-term financial planning.

Jul 29, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Material Agreement (Jun 13, 2025)

Burlington Stores, Inc. (BURL), through its indirect wholly-owned subsidiary Burlington Coat Factory Warehouse Corporation, has entered into Amendment No. 12 to its Term Loan Credit Agreement. This amendment allows the company to incur $500 million in incremental term loans, designated as additional Term B-7 Loans. These new loans are fungible with existing Term B-7 Loans and were issued with a 99.0 original issue discount. The primary purpose of these incremental loans is to fund general corporate purposes, specifically mentioning costs associated with the purchase of a distribution center and repaying existing ABL (Asset-Based Lending) borrowings. This strategic move indicates the company's commitment to investing in its operational infrastructure and strengthening its financial flexibility.

Jun 13, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Burlington Stores, Inc. 8-K Report, Financial Results (May 29, 2025)

Burlington Stores (BURL) reported first quarter fiscal 2025 results (quarter ended May 3, 2025) with total sales up 6% to $2.50 billion, in line with guidance, and comparable store sales flat, also at the guidance midpoint. Net income was $101 million, or $1.58 per diluted share, versus $79 million, or $1.22, a year earlier. Excluding bankruptcy-acquired lease expenses and other non-GAAP items, Adjusted EPS rose 18% to $1.67 (the press release's own reconciliation table shows $1.60 on a slightly different adjustment basis, which investors should note), well ahead of guidance. Management said roughly half of the beat came from favorable timing of expenses that will weigh on Q2. The outlook is mixed. Management maintained full-year Adjusted EPS guidance of $8.70 to $9.30 and expects total sales growth of 6% to 8%, but warned that tariffs will create significant pressure on merchandise margins. The company says it can offset that pressure elsewhere in the P&L as long as tariffs do not rise from current levels. Second-quarter Adjusted EPS guidance of $1.20 to $1.30 sits below the prior-year $1.24, reflecting the timing shift and tariff-related headwinds. Balance sheet and capital allocation were notable. Merchandise inventories rose 15% year over year to $1.32 billion, while comparable store inventories fell 8%, and reserve inventory climbed to 48% of total from 40%. Operating cash flow was negative $29 million, driven by a working capital build and reduced payables, and capital expenditures were $410 million in the quarter, roughly 2.5 times the prior year. Cash fell to $371 million, and total debt was $1.65 billion after repaying the 2025 convertible notes. The board added a $500 million buyback authorization on May 20, 2025, on top of $158 million remaining.

May 29, 2025 8-K

Burlington Stores, Inc. 8-K Report, Executive Changes (May 27, 2025)

Burlington Stores, Inc. (BURL) filed an 8-K on May 27, 2025, reporting on the outcomes of its 2025 Annual Meeting of Stockholders held on May 20, 2025. The most significant development for investors is the stockholder approval of the First Amendment to the Burlington Stores, Inc. 2022 Omnibus Incentive Plan. This amendment increases the total number of shares available for equity awards by 3,100,000, providing the company with additional capacity for executive and employee compensation moving forward. The filing also provides detailed voting results for the election of directors, ratification of the independent auditor, and an advisory vote on executive compensation. Investors can note the overwhelming support for the Amended 2022 Plan, indicating board and management alignment with the equity compensation strategy. The election of directors also saw broad support, with all four nominees receiving a substantial majority of the votes cast. The ratification of Deloitte & Touche LLP as the independent auditor was also overwhelmingly approved, reinforcing confidence in the company's financial reporting processes.

May 27, 2025 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Mar 6, 2025)

Burlington Stores reported a strong fourth quarter and full-year fiscal 2024 (ended February 1, 2025), driven by comparable store sales growth well above guidance. Q4 comparable store sales rose 6% against guidance of 0% to 2%. On a 13-week basis, total sales grew 10%, and gross margin expanded 30 basis points to 42.9%. Reported Q4 diluted EPS was $4.02 (net income $261 million), and the company cited Adjusted EPS of $4.13, up 12% year over year. For fiscal 2024, net sales reached $10.6 billion, comparable store sales rose 4%, and Adjusted EBIT margin expanded 100 basis points to 7.2%. Diluted EPS was $7.80, and Adjusted EPS was $8.35, up 34%. The key debate for investors is the outlook. Management guided fiscal 2025 total sales growth of 6% to 8%, comparable store sales growth of 0% to 2%, and Adjusted EPS of $8.70 to $9.30. The company also expects capital expenditures of about $950 million, roughly 100 net new stores, and an Adjusted EBIT margin change of 0 to 30 basis points. For the first quarter of fiscal 2025, management expects flat comparable store sales and an Adjusted EBIT margin decline of 50 to 90 basis points, with Adjusted EPS of $1.30 to $1.45 versus $1.42 last year. The CEO described the 2025 outlook as 'very uncertain' and said the company will manage cautiously. Balance sheet and working capital warrant attention. Merchandise inventories rose 15% to $1.25 billion, while comparable store inventories fell 3%, and reserve inventory (opportunistically purchased goods) climbed to 46% of total inventory from 39%. Liquidity was $1.82 billion, including $995 million of unrestricted cash, and total debt was $1.71 billion. Capital spending increased sharply, with cash paid for property and equipment at $880 million versus $493 million a year earlier. The company repurchased $61 million of stock in Q4 and had $263 million remaining under its authorization. Note that the press release's headline Adjusted metrics exclude bankruptcy-acquired lease expenses, while the reconciliation tables in the same release show lower Adjusted EPS figures ($4.07 for Q4 and $8.17 for the year), so the basis of comparison should be checked carefully.

Mar 6, 2025 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Nov 26, 2024)

Burlington Stores (BURL) reported third-quarter fiscal 2024 results for the 13 weeks ended November 2, 2024: total sales rose 11% to $2,526 million on top of 12% growth a year earlier, but comparable store sales grew only 1%. Management attributed the comp slowdown largely to unseasonably warm weather from mid-September, which hit Cold Weather categories (about 15% of Q3 sales). Excluding those categories, comps rose 4%, consistent with the underlying trend since March. Profitability improved meaningfully: GAAP net income was $91 million ($1.40 diluted EPS), and Adjusted EPS rose 41% to $1.55. Adjusted EBIT margin expanded 80 basis points, driven by a 70 basis point gross margin improvement (lower markdowns and higher markup) and leverage on supply chain costs. Inventory is a point of attention. Merchandise inventories rose 8% year over year to $1,441 million while comparable store inventories fell 2%, and reserve inventory climbed to 32% of the total from 30%. Management says the position leaves the company well positioned for the holidays and that November is off to a good start, but it is planning the fourth quarter cautiously, maintaining its 0% to 2% comp guidance. Management also said it is ready to chase inventory if demand proves stronger. On the balance sheet, liquidity was $1,705 million, including $858 million of cash. The company upsized its Term Loan to $1,250 million, cut the SOFR margin by 36 basis points, and extended maturity to September 2031. Full-year FY24 Adjusted EPS guidance was raised to $7.76-$7.96, while the Q4 Adjusted EPS outlook of $3.55-$3.75 implies a decline from $3.69 last year. Q4 Adjusted EBIT margin is guided down 50 to 80 basis points, so the second-half margin story is weaker than the year-to-date results suggest.

Nov 26, 2024 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (Nov 26, 2024)

Burlington Stores, Inc. (NYSE: BURL) filed an 8-K on November 26, 2024 to disclose a board appointment rather than any financial results or material operational event. The Board elected Shira Goodman, former CEO of Staples, Inc., as a director effective January 1, 2025, and she will also join the Audit Committee on the same date. The Board approved her election on November 20, 2024, and the company announced it by press release that day. For investors, the filing is governance-oriented and low in financial impact. Goodman will receive the standard non-management director package for 2024: a $95,000 annual Board retainer, an $18,000 annual retainer for non-chair Audit Committee service, and an annual restricted stock unit award with a $170,000 grant-date value. The filing states there is no arrangement under which she was selected, and no related-party transactions requiring disclosure under Item 404(a) of Regulation S-K. The company's Chairman and CEO framed the appointment as supporting the Burlington 2.0 strategy and the goal of driving sales and earnings growth. The primary investor takeaway is that Burlington is adding public-company board and retail experience, including audit oversight, at a time when it is executing its Burlington 2.0 strategy. The filing discloses no earnings, guidance, or capital allocation changes. The press release's background cites Fiscal 2023 net sales of $9.7 billion and 1,103 stores as of the end of Q3 Fiscal 2024.

Nov 26, 2024 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Sep 26, 2024)

Burlington Stores, Inc. (BURL) has filed an 8-K to report a significant amendment to its Term Loan Credit Agreement. The company, through its subsidiary Burlington Coat Factory Warehouse Corporation, has refinanced its outstanding term B-6 loans with new term B-7 loans. This strategic move increases the principal amount of term loans to $1,250 million, incorporating $317 million in incremental funding. Crucially for investors, the amendment extends the maturity date of these loans from June 24, 2028, to September 24, 2031, providing greater financial flexibility and a longer runway. Additionally, Burlington has secured more favorable borrowing terms by reducing the interest rate margins on its term loan facility for both prime rate and SOFR loans. The reduction in interest expense, coupled with the extended maturity, signals a proactive approach to managing its debt structure and optimizing its cost of capital.

Sep 26, 2024 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 29, 2024)

Burlington Stores (BURL) reported strong second-quarter fiscal 2024 results for the 13 weeks ended August 3, 2024. Total sales rose 13% to $2.46 billion and comparable store sales rose 5%, both well ahead of the company's expectations. GAAP net income was $74 million, or $1.15 per diluted share, versus $0.47 a year earlier. Excluding $2 million of expenses tied to the acquired Bed Bath & Beyond leases, adjusted EPS rose 98% to $1.24. Gross margin expanded 110 basis points to 42.8%, driven mainly by lower markdowns, and SG&A leverage plus supply chain efficiencies lifted adjusted EBIT margin by 160 basis points. Management raised full-year fiscal 2024 guidance for margin and earnings, with adjusted EPS now expected at $7.66 to $7.96. The company cited incremental ocean freight cost pressure as an offset. Second-half comparable sales guidance was held at 0% to 2%, which management described as deliberately cautious, with a stated willingness to chase inventory if the underlying sales trend proves stronger. The third-quarter outlook calls for sales growth of 10% to 12% and adjusted EPS of $1.45 to $1.55. The balance sheet remains solid. The company ended the quarter with $660 million in cash and $1.48 billion in total liquidity, and total debt of $1.40 billion with no ABL borrowings. Merchandise inventories rose 5% year over year to $1.22 billion, while reserve inventory fell to 41% of the total from 45%, which suggests a cleaner mix. The company repurchased $61 million of stock in the quarter and has $380 million remaining under its authorization. Note that the filing's non-GAAP reconciliation table shows adjusted EPS of $1.20 on a slightly different adjustment basis than the $1.24 headline figure, so investors should check which definition they are comparing.

Aug 29, 2024 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (May 30, 2024)

Burlington Stores (BURL) reported Q1 fiscal 2024 results (13 weeks ended May 4, 2024) that beat on profitability and raised full-year profit guidance, even though sales growth was modest. Total revenue rose 11% to $2.36 billion, and comparable store sales grew 2%, at the high end of guidance. The quarter started slowly in February, which management attributed to weather and delayed tax refunds, but comparable sales rose 4% in March and April combined. GAAP net income was $79 million ($1.22 per diluted share), versus $33 million ($0.50) a year earlier. Adjusted EPS was $1.42, up 68%, and the adjusted EBIT margin expanded 170 basis points. Management noted that about 40 basis points of that margin gain, or roughly $0.10 of Adjusted EPS, came from expense timing rather than structural improvement. The main drivers were a 120 basis point gross margin improvement, with merchandise margin up 90 basis points on lower markdowns, and strong supply chain leverage. The balance sheet and guidance also drew attention. Merchandise inventories fell 7% year over year to $1.14 billion, and comparable store inventories fell 6%, with reserve inventory at 40% of the total versus 44% a year earlier. Liquidity was $1.52 billion, including $742 million in cash and $779 million of ABL availability. Total debt was $1.405 billion, with no ABL borrowings. Management raised FY2024 Adjusted EPS guidance to $7.35-$7.75, an 18-24% increase over FY2023 on a 52-week basis, and kept comparable sales guidance at 0-2%, citing macro uncertainty. Q2 Adjusted EPS guidance is $0.83-$0.93 against $0.63 last year. Investors should note that the headline Adjusted EPS of $1.42 includes approximately $4 million of Bed Bath & Beyond lease-related expenses being excluded, and the reconciliation table in the filing shows $1.35 because it does not make that adjustment.

May 30, 2024 8-K

Burlington Stores, Inc. 8-K Report, Shareholder Vote Results (May 28, 2024)

Burlington Stores, Inc. filed an 8-K on May 28, 2024, detailing the results of its annual meeting of stockholders held on May 22, 2024. The filing indicates strong shareholder support for key corporate governance matters and the company's auditor. A significant majority of outstanding shares (95.5%) were voted, demonstrating robust investor engagement. Key outcomes include the overwhelming election of four directors, ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2025, and approval of amendments to the Certificate of Incorporation to declassify the Board of Directors and provide for officer exculpation under Delaware law. While the advisory vote on executive compensation received a majority of support, it saw a notably higher 'against' and 'broker non-vote' percentage compared to other proposals, suggesting potential areas for investor scrutiny.

May 28, 2024 8-K

Leadership Changes

Burlington Stores, Inc. 8-K Report, Executive Changes (Mar 20, 2024)

Burlington Stores, Inc. (BURL) has announced a key executive transition in its accounting department through an 8-K filing dated March 20, 2024. Jeffrey Laub, the Senior Vice President and Chief Accounting Officer, will be retiring effective May 3, 2024, stepping down from his Chief Accounting Officer role on April 27, 2024. This marks the end of a significant tenure for Mr. Laub. To ensure a smooth transition, the company has appointed Stephen Ferroni as the new Senior Vice President and Chief Accounting Officer, effective April 28, 2024. Mr. Ferroni is a long-standing employee, having been with Burlington since 2007 and serving as Vice President of Corporate Accounting since 2013. This internal promotion suggests a strategic effort to maintain continuity and leverage existing expertise within the finance team.

Mar 20, 2024 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Mar 7, 2024)

Burlington Stores reported fourth-quarter and full-year fiscal 2023 results that beat its own guidance, and it introduced fiscal 2024 outlook. On a non-GAAP 13-week basis, comparable store sales rose 2%, above the -2% to 0% guidance, and adjusted EBIT margin expanded 110 basis points, well above the 0 to 40 basis point guidance. Adjusted EPS grew 25% to $3.69, versus guidance of $3.10 to $3.25. On a GAAP 14-week basis, Q4 net sales were $3.12 billion (up 14%), net income was $227 million, and diluted EPS was $3.53. For the full year on a 52-week basis, comparable store sales grew 4%, adjusted operating margin improved 130 basis points, and adjusted EPS rose 46% to $6.24. Management also cited reaching its 1,000th store and strengthening the new-store pipeline through the Bed Bath & Beyond lease acquisition. For fiscal 2024, management guided to adjusted EPS of $7.00 to $7.60, an increase of 12% to 22%, on total sales growth of 9% to 11% and comparable store sales growth of 0% to 2%. Guidance also calls for roughly 100 net new stores, about $750 million of net capex, and an adjusted EBIT margin increase of 10 to 50 basis points. The first-quarter outlook is adjusted EPS of $0.95 to $1.10, against $0.84 last year. Management reiterated a long-term target of $16 billion in total sales and $1.6 billion in adjusted operating income within five years. The company is planning conservatively given macro uncertainty, while stating it is ready to chase demand if the sales trend improves. The balance sheet and capital return position look solid. Liquidity was $1.63 billion, including $925 million of unrestricted cash and $709 million of ABL availability, against $1.41 billion of total debt. Merchandise inventories fell 8% to $1.09 billion, and reserve inventory dropped to 39% of the total from 48%, which supports cleaner inventory and margin quality. The company repurchased $103 million of stock in Q4, leaving $500 million on its authorization through August 2025. Investors should note that most headline profit metrics are non-GAAP, and that the fiscal 2023 results include a 53rd week that inflates GAAP comparisons.

Mar 7, 2024 8-K

Material AgreementsFinancial EventsSecurities & Listing+1

Burlington Stores, Inc. 8-K Report, Financial Results (Nov 21, 2023)

Burlington Stores (BURL) reported Q3 fiscal 2023 results (13 weeks ended October 28, 2023) that beat the high end of its own guidance on comparable sales and adjusted EPS. Comparable store sales rose 6% against guidance of 5% to 7%, and total sales grew 12% to $2,285 million. Gross margin expanded 200 basis points to 43.2%, driven by a 150 basis point merchandise margin improvement and a 50 basis point freight benefit. GAAP net income was $49 million ($0.75 diluted EPS) versus $17 million a year earlier. Adjusted EPS was $0.98 versus $0.43, and $1.10 when excluding roughly $10 million of expenses tied to the Bed Bath & Beyond lease acquisition. Adjusted EBIT rose to $99 million from $55 million. Management said November started solidly, helped by cooler weather, but kept Q4 guidance unchanged, citing unseasonably warm October weather and macro uncertainty. Full-year fiscal 2023 guidance was updated: sales growth of about 11% (including roughly 2 points from the 53rd week), comparable sales growth of about 3%, about 80 net new stores, and adjusted EPS of $5.52 to $5.67 including $0.20 of Bed Bath & Beyond lease costs. Q4 adjusted EPS guidance is $3.04 to $3.19. Management also gave an early 2024 working assumption of roughly 11% total sales growth, 2% comparable sales growth, 100 net new stores, and about 50 basis points of adjusted EBIT margin expansion. Formal 2024 guidance will come in March 2024. Balance sheet and capital allocation were active during the quarter. Total liquidity was $1.44 billion, with $616 million in unrestricted cash and $824 million of ABL availability. Total debt was $1.41 billion, with no ABL borrowings. The company exchanged $241 million of 2025 convertible notes for $255 million of 2027 convertible notes, plus a $42 million private placement of 2027 notes, which extends maturities. Merchandise inventory fell 8% year over year to $1.33 billion, while comparable store inventory rose 2%. Repurchases were modest at $52 million, leaving $718 million authorized.

Nov 21, 2023 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Sep 18, 2023)

Burlington Stores, Inc. (BURL) has announced the successful closing of a private offering of approximately $297 million in aggregate principal amount of 1.25% convertible senior notes due 2027. This offering involved both an exchange of existing 2.25% convertible notes due 2025 and a private placement to new investors. This strategic move aims to extend Burlington's debt maturity profile and reduce its interest expense, with the new notes carrying a lower coupon rate. The company also repurchased approximately $25.6 million worth of its common stock during the transaction. Investors should note that the conversion price of these new notes implies a premium to the stock's recent trading price, and the potential for future dilution exists should the notes be converted.

Sep 18, 2023 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Sep 8, 2023)

Burlington Stores, Inc. (BURL) disclosed in an 8-K filed September 8, 2023 that it entered into privately negotiated exchange and subscription agreements on September 7, 2023 to refinance a portion of its 2.25% convertible senior notes due 2025. The company will exchange approximately $244 million of the existing 2025 notes for approximately $258 million of new 1.25% convertible senior notes due 2027, and will issue an additional approximately $42.1 million of new notes in a separate private placement for cash. Combined, the transactions total roughly $300 million of new 2027 notes, with settlement expected on or about September 12, 2023. The transaction extends the maturity profile and lowers the coupon on the converted portion from 2.25% to 1.25%, a meaningful reduction in cash interest expense on the exchanged principal. The exchange carries a premium of roughly $14 million in face value (about 5.7% above the old notes exchanged), which the company is effectively paying in exchange for pushing maturities out two years and lowering the coupon. The new notes are convertible and settle in cash, shares, or a combination at the company's election, so dilution depends on the stock price relative to the conversion price, which the filing does not disclose. Concurrently, the company expects to repurchase 165,975 shares of common stock at $155.42 per share, roughly $25.8 million, from certain institutional investors. This share repurchase offsets some of the dilution risk from the new convertible issuance and is a capital allocation signal. Investors should weigh the lower coupon and extended maturity against the near-term cash outlay for the buyback and the increased long-term convertible exposure. The filing does not include updated financial results or guidance.

Sep 8, 2023 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 24, 2023)

Burlington Stores (BURL) reported second quarter fiscal 2023 results (13 weeks ended July 29, 2023) with GAAP total sales up 9% to $2.17 billion and comparable store sales up 4%, at the high end of guidance. GAAP net income was $31 million, or $0.47 per diluted share, versus $12 million, or $0.18, a year earlier. Adjusted EPS was $0.60 versus $0.35, and Adjusted EBIT rose to $68 million from $43 million. Gross margin expanded 280 basis points to 41.7%, driven by a 150 basis point merchandise margin improvement and a 130 basis point freight benefit. SG&A deleveraged 110 basis points to 35.7% of sales, reflecting higher product sourcing costs ($183 million versus $157 million), so the margin gains were largely reinvested in operating costs rather than fully dropping through. Management narrowed full-year fiscal 2023 comparable store sales guidance to 3% to 4%, down from the prior range, and CEO Michael O'Sullivan said the lower-income core customer remains under significant economic pressure. Adjusted EPS guidance for the year is $5.37 to $5.67, or $5.60 to $5.90 excluding about $0.23 of incremental expense tied to 62 Bed Bath & Beyond leases the company recently acquired. The third-quarter outlook calls for 13% to 15% sales growth and adjusted EPS of $0.86 to $1.01. Balance sheet metrics improved: liquidity was $1.34 billion, total debt was $1.36 billion, merchandise inventories fell 8% year over year, and the board authorized an additional $500 million buyback on August 15, 2023. For investors, the key tension is between strong margin execution and a cautious top-line view. Earnings were well ahead of guidance, but the company is relying on a 53rd week and a lease-driven store growth pipeline for the next phase. Investors should watch whether the comp trend strengthens in the back half, how the Bed Bath & Beyond locations ramp, and whether the lower-income consumer weakens further.

Aug 24, 2023 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (May 25, 2023)

Burlington Stores (BURL) reported first quarter fiscal 2023 results (13 weeks ended April 29, 2023) with total sales up 11% to $2.13 billion and comparable store sales up 4%, slightly below company guidance. GAAP net income was $33 million, or $0.50 per diluted share, versus $0.24 a year earlier, while Adjusted EPS was $0.84 versus $0.54. Adjusted EBIT rose to $87 million from $59 million, and gross margin expanded 130 basis points to 42.3%, driven mainly by a 150 basis point improvement in freight expense that was partly offset by higher markdowns. Management said comparable sales weakened in March, which it attributed to lower tax refunds and cool weather before Easter, but said the trend improved from mid-April. The CEO reiterated full-year fiscal 2023 guidance, calling for total sales growth of 12% to 14% (including about 2% from a 53rd week), comparable sales growth of 3% to 5%, and Adjusted EPS of $5.50 to $6.00. Management remained cautious about lower-income consumers and said it would "chase" inventory opportunities if the recent trend holds. Balance sheet activity included about $110 million of 2.25% convertible notes repurchased for roughly $133 million in cash, leaving $1.36 billion of total debt and $1.37 billion of liquidity. Investors should weigh the solid margin and earnings recovery against a softer-than-hoped comparable sales quarter, a guidance reiteration that depends on a sustained rebound, and continued pressure from product sourcing costs, which rose to $187 million from $157 million. Note that the figures reported here are derived from the press release furnished under Item 2.02 and are not deemed filed for Exchange Act liability purposes.

May 25, 2023 8-K

Burlington Stores, Inc. 8-K Report, Shareholder Vote Results (May 23, 2023)

Burlington Stores, Inc. (BURL) filed an 8-K on May 23, 2023, reporting the results of its annual meeting of stockholders held on May 17, 2023. The meeting saw a high participation rate, with 94.7% of outstanding shares represented, indicating strong shareholder engagement. All presented proposals received overwhelming support from stockholders, suggesting alignment between management and the company's owners on key governance and operational matters. Key outcomes include the election of three directors, ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2024, and an advisory vote on executive compensation. The strong affirmative votes on these matters provide a stable outlook for the company's board composition and its financial oversight, reinforcing investor confidence in the current leadership and audit process.

May 23, 2023 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Mar 8, 2023)

On March 7, 2023, Burlington Stores, Inc. (BURL) entered into privately negotiated exchange agreements with certain holders of its 2.25% Convertible Senior Notes due 2025, covering $110.3 million in aggregate principal amount. Under the agreements, the holders will exchange their notes for cash rather than receiving shares. The cash amount is not fixed. It depends on the volume-weighted average price (VWAP) of BURL common stock on March 8, 2023, plus accrued interest through the March 10, 2023 closing date. The exchange is expected to close March 10, 2023, subject to customary conditions, and either party may terminate if closing has not occurred by March 17, 2023. The structure matters to investors because the holders agreed not to convert their notes, and the company's cash obligation moves with the share price. The exhibit's pricing formula includes a term equal to a fixed "agreed delta" multiplied by the difference between the VWAP price and a reference stock price. That term can be positive or negative. As a result, a higher BURL share price would increase the cash payout, while a lower price would reduce it. The filing leaves the agreed value, the delta, and the reference price as bracketed placeholders, so the total cash outlay cannot be determined from this document alone. Investors should look to the company's subsequent disclosures for the final figures. The filing does not describe the company's stated rationale, its cash position, or how it will fund the payment. It also does not disclose the number of shares that would have been issued on conversion. Because the notes are due in 2025, the transaction effectively retires a portion of near-term convertible debt for cash. Investors should weigh the reduction in dilution and debt against the cash used and the equity-linked payout structure. Placement agent J. Wood Capital Advisors LLC is receiving a fee, which the company intends to pay.

Mar 8, 2023 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Mar 2, 2023)

Burlington Stores (BURL) reported fourth quarter fiscal 2022 results on March 2, 2023, with GAAP net income of $185 million and diluted EPS up 57% to $2.83, while comparable store sales fell 2%, ahead of the company's guidance of a 6% to 9% decline. Total sales rose 5% to $2.74 billion in the quarter. Adjusted EPS grew 17% to $2.96, above the $2.45 to $2.75 guidance range. For the full year, however, results were weak: total sales fell 7% to $8.7 billion, GAAP net income fell 44% to $230 million, and Adjusted EPS fell 49% to $4.26. Management attributed the year's decline to a 13% comparable sales decrease, and said the fourth-quarter sales trend accelerated through the quarter and continued into February, which it interpreted as a sign that 2022 headwinds are moderating. For fiscal 2023 (a 53-week year), management guided to total sales growth of 12% to 14%, based on comparable store sales growth of 3% to 5%, and Adjusted EPS of $5.50 to $6.00, versus $4.26 in fiscal 2022. The plan includes 70 to 80 net new stores, roughly $560 million in net capital expenditures, and an 80 to 120 basis point improvement in Adjusted EBIT margin. The first quarter outlook is also strong, with Adjusted EPS of $0.85 to $0.95 against $0.54 last year. Investors should weigh the strong guidance against the company's still-elevated debt, the gap between GAAP and Adjusted metrics, and the risk that the sales recovery does not hold. Balance sheet liquidity was $1.67 billion at year-end, including $873 million of unrestricted cash and $796 million of ABL availability, against $1.48 billion of total debt. Inventory rose to $1.18 billion, a 16% increase, with comparable store inventories up 32%, which could pressure margins if sales growth slows. During the quarter the company repurchased $51 million of stock, and $347 million remained on its authorization.

Mar 2, 2023 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Nov 22, 2022)

Burlington Stores (BURL) reported third-quarter fiscal 2022 results that fell short of management's own expectations, though they landed within the company's prior guidance range. Total sales declined 11% to $2,036 million and comparable store sales fell 17%, lapping a 30% sales increase and 16% comp increase in Q3 2021. GAAP net income was $17 million ($0.26 diluted EPS), including an $11 million impairment charge on real estate sales, while Adjusted EBIT fell 340 basis points as a percentage of sales to $55 million and Adjusted EPS was $0.43 versus $1.36 a year earlier. Gross margin slipped 20 basis points to 41.2%, with merchandise margin down 90 basis points, and Adjusted SG&A deleveraged 140 basis points to 26.7% of sales. Management acknowledged the performance was disappointing and attributed it to misjudging the consumer's value perception, and said actions taken in Q3 have improved trends from mid-October through November. The balance sheet and inventory picture warrant investor attention. Merchandise inventories rose 36% year over year to $1,445 million, though comparable store inventories grew only 8%, and reserve inventory was 31% of the total. Liquidity totaled $1,279 million, including $429 million of unrestricted cash, and total debt was $1,478 million. Nine-month operating cash flow was only $10 million versus $608 million a year earlier, and the company repurchased $265 million of stock year to date, with $399 million remaining under its authorization. Full-year fiscal 2022 guidance was revised to comparable store sales declines of 14% to 15%, Adjusted EPS of $3.77 to $4.07, and an Adjusted EBIT margin decline of 370 to 400 basis points. The Q4 outlook calls for comparable sales down 6% to 9% and Adjusted EPS of $2.45 to $2.75. Management is guiding to 2023 sales, margin, and earnings recovery as it laps its own 2022 execution missteps, but the outlook remains contingent on macroeconomic conditions.

Nov 22, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 25, 2022)

Burlington Stores (BURL) reported second quarter fiscal 2022 results (13 weeks ended July 30, 2022) that were weak on the top line but ahead of its own EPS guidance. Total sales fell 10% to $1,984 million and comparable store sales declined 17%, below management's guidance of down 13% to down 15%. GAAP net income was $12 million ($0.18 diluted EPS) versus $103 million ($1.50) a year earlier, and non-GAAP Adjusted EPS was $0.35 against guidance of $0.18 to $0.31. Management attributed the sales weakness to pressure on lower-to-moderate income shoppers from high living costs and heavy promotional activity across retail driven by industry inventory overhangs. Gross margin fell 320 basis points to 38.9%, with merchandise margin down 210 basis points and freight up 110 basis points, while Adjusted EBIT dropped to $43 million from $183 million. The balance sheet and guidance are the main concerns. Merchandise inventories rose 53% year over year to $1,267 million, even though comparable store inventories fell 5%, and reserve inventory climbed to 52% of total inventory from 31%, which raises markdown risk in the second half. Cash fell to $455 million, and liquidity of $1,298 million includes an expanded $900 million ABL facility. Total debt was $1,487 million. The company repurchased $101 million of stock in the quarter and still has $450 million remaining under its authorization. Management lowered full-year fiscal 2022 guidance. It now expects comparable store sales down 13% to 15%, Adjusted EPS of $3.70 to $4.30 (versus $8.41 non-GAAP in fiscal 2021), and an Adjusted EBIT margin down 360 to 410 basis points. For Q3, it expects comparable sales down 15% to 18% and Adjusted EPS of $0.36 to $0.66. Management expects macro headwinds to persist through the second half and anticipates recovery in 2023 as inflation moderates and promotional activity normalizes.

Aug 25, 2022 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Jul 22, 2022)

Burlington Stores, Inc. (BURL) announced a significant amendment to its credit facility on July 20, 2022. The company's indirect wholly-owned subsidiary, Burlington Coat Factory Warehouse Corporation, entered into a Fourth Amendment to its Second Amended and Restated Credit Agreement. This amendment primarily increases the aggregate principal amount of commitments available under the credit facility from $650 million to $900 million, providing the company with greater financial flexibility and access to capital. In addition to the increased borrowing capacity, the amendment also transitions the benchmark interest rate from LIBOR to SOFR (Secured Overnight Financing Rate) or a daily SOFR rate. This shift aligns with broader market trends and regulatory changes away from LIBOR. The new interest rate structure offers flexibility, with options for daily SOFR, term SOFR, or a prime rate, subject to specific margins based on borrowing base availability. This is a key operational and financial adjustment for the company.

Jul 22, 2022 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Burlington Stores, Inc. 8-K Report, Financial Results (May 26, 2022)

Burlington Stores (BURL) reported a weak first quarter of fiscal 2022 (ended April 30, 2022). Total sales fell 12% year over year to $1.93 billion and comparable store sales dropped 18%, against a planned mid-teens decline that the company said it missed. GAAP net income was $16 million ($0.24 per diluted share) versus $171 million ($2.51) a year earlier. Adjusted EPS was $0.54 versus $2.59, and Adjusted EBIT margin contracted 780 basis points. The gross margin rate fell 230 basis points to 41.0%, driven by a 150 basis point rise in freight costs and an 80 basis point decline in merchandise margins. Management attributed the sales shortfall largely to inventory that was too low and unbalanced in February and March, and said that comp trends in May were similar to April. The company also cited inflation's impact on lower-income shoppers as a larger headwind than expected. The company cut its full-year fiscal 2022 outlook. Comparable store sales are now expected to fall 9% to 6%, and adjusted EPS is guided to $6.00 to $7.00, compared with $8.41 on a non-GAAP basis in fiscal 2021. For the second quarter, management expects comps of -15% to -13% and adjusted EPS of $0.18 to $0.31. Inventory rose 64% year over year to $1.26 billion, with reserve inventory at 50% of the total versus 35% a year earlier, which raises markdown risk. Liquidity was $1.225 billion, and the company repurchased about $65 million of its 2.25% convertible notes and $99 million of stock during the quarter. Separately, the company named Kristin Wolfe, a former Ross Stores finance executive, as Executive Vice President and Chief Financial Officer, effective around August 1, 2022. She replaces John Crimmins, whose employment ends August 31, 2022, and who will consult through February 2023. Her compensation package includes a $750,000 base salary, a 75% target bonus, a $1.1 million sign-on bonus, and a $3.5 million make-whole equity grant.

May 26, 2022 8-K

Leadership ChangesShareholder MattersExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (May 24, 2022)

Burlington Stores, Inc. (BURL) filed an 8-K on May 24, 2022, detailing the approval of its 2022 Omnibus Incentive Plan by stockholders at the Annual Meeting held on May 18, 2022. This new plan replaces the 2013 Omnibus Incentive Plan and is designed to attract, retain, and reward eligible employees, consultants, and non-employee directors by offering various stock and cash-based incentives. The plan includes provisions for stock options, restricted stock units, and other performance-based awards, with a reserve of 5,470,000 shares plus any remaining from the prior plan. The filing also reports the voting results from the Annual Meeting. Key outcomes include the election of three directors (John J. Mahoney, Laura J. Sen, and Paul J. Sullivan), the ratification of Deloitte & Touche LLP as the independent auditor for fiscal year 2023, an advisory vote on executive compensation, and the significant approval of the aforementioned 2022 Omnibus Incentive Plan. The overall voting turnout was strong, with over 96% of outstanding shares represented, indicating active shareholder engagement.

May 24, 2022 8-K

Burlington Stores, Inc. 8-K Report, Executive Changes (Apr 4, 2022)

Burlington Stores (NYSE: BURL) announced on April 4, 2022 that CFO John Crimmins will retire. He will leave his role on the earlier of August 31, 2022 or the date his successor starts, and his employment terminates August 31, 2022. The company has begun an external CFO search and engaged Egon Zehnder to assist. This is a planned, orderly leadership transition rather than a departure driven by performance or disagreement, and the filing contains no financial results or guidance changes. To smooth the handover, Crimmins has agreed to a 180-day consulting period after his termination date at an hourly rate tied to his base salary, which runs through roughly the end of February 2023 according to the press release. Under a letter agreement dated April 4, 2022, his outstanding stock options, performance-based RSUs and time-based RSUs continue to vest during the consulting period, with pro-rata vesting calculated to include that period. He also remains eligible for a fiscal 2022 annual incentive bonus, based on actual company performance and pro-rated through his termination date. For investors, the key items to monitor are the timing and quality of the CFO hire and whether the finance bench (FP&A, Investor Relations, Treasury, Accounting and Tax) maintains continuity. The company characterized its finance team as deep and long-tenured, and the consulting arrangement reduces transition risk. The filing does not disclose a successor or a financial impact, so the main near-term signal is the search outcome.

Apr 4, 2022 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Mar 16, 2022)

Burlington Stores (BURL) disclosed in this March 16, 2022 Form 8-K that on March 15, 2022 it entered into privately negotiated exchange agreements with certain holders of its 2.25% Convertible Senior Notes due 2025, covering $55,635,000 in aggregate principal amount. Rather than converting the notes into common stock, the holders agreed to exchange them for cash. The cash amount is not fixed; it is calculated per $1,000 of principal as an agreed value, plus a delta-based adjustment tied to the volume-weighted average price (VWAP) of BURL common stock over the two trading days beginning March 16, 2022, plus accrued interest through March 21, 2022. Because the adjustment can be positive or negative, the final cash outlay will depend on where the stock trades during that measurement window. The transactions are expected to close on March 21, 2022, subject to customary conditions, and the agreements terminate if closing has not occurred by March 31, 2022. The holders are required not to submit conversion notices and to hold the notes until closing, which effectively retires this principal without issuing new shares. The filing does not disclose the agreed value, the delta multiplier, or the reference stock price, so the precise cost and the dilution impact (in this case, none from share issuance) cannot be fully quantified from the document alone. The Placement Agent is J. Wood Capital Advisors LLC, and the Company pays it a fee. For investors, the event is a modest, capital-structure housekeeping step that reduces convertible debt outstanding and removes potential future share dilution from these notes, at the cost of a cash outlay whose size is linked to near-term stock performance. The filing is an 8.01 Other Events disclosure rather than a material-event filing, and the amount is small relative to the company's overall debt profile.

Mar 16, 2022 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Financial Results (Mar 3, 2022)

Burlington Stores (BURL) reported fourth-quarter fiscal 2021 results that were strong on the top line but showed clear margin pressure. Q4 total sales rose 18% versus Q4 fiscal 2019 to $2.60 billion, with comparable store sales up 6%. GAAP diluted EPS was $1.80, and Adjusted EPS was $2.53, down from $3.21 in the same quarter of fiscal 2019. Gross margin fell 230 basis points to 39.8%, as 260 basis points of higher freight costs more than offset a 30 basis point merchandise margin gain. Management described the Q4 comp slowdown as a notable step down from the rest of 2021, citing lower store traffic and late delivery of critical receipts in December. For the full year, net sales reached $9.3 billion, up 28% versus fiscal 2019. GAAP net income was $409 million, or $6.00 per diluted share, after $156 million ($2.07 per share) of debt extinguishment charges tied to the refinancing. Adjusted EPS rose 14% to $8.41 and Adjusted EBIT rose 20% to $802 million. Balance sheet and capital allocation improved: the company redeemed $533 million of debt, ended the year with $1.69 billion of liquidity, extended and upsized its ABL facility to $650 million with a December 2026 maturity, repurchased $250 million of stock, and approved a new $500 million authorization running through February 2024. Inventory rose 31% versus fiscal 2019 to $1.02 billion, with reserve inventory at 50% of total versus 33% previously, which warrants monitoring for markdown risk. Management declined to issue sales or EPS guidance for fiscal 2022 given demand uncertainty, but provided operating guidance: about 90 net new stores, $725 million of capex, roughly $61 million of interest expense, and a 26% to 27% effective tax rate.

Mar 3, 2022 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Dec 22, 2021)

Burlington Stores, Inc. (BURL), through its subsidiary Burlington Coat Factory Warehouse Corporation, has executed a Third Amendment to its Second Amended and Restated Credit Agreement, dated December 22, 2021. This amendment primarily focuses on enhancing the company's financial flexibility and reducing its borrowing costs. Key changes include an increase in the aggregate principal amount of commitments from $600 million to $650 million and an extension of the maturity date for these commitments and loans from June 29, 2023, to December 22, 2026. Furthermore, the amendment introduces reduced interest rate margins across the ABL facility, contingent on average daily availability. These cost savings are expected to improve the company's profitability. The agreement also grants Burlington Stores increased flexibility regarding debt incurrence, asset disposals, investments, restricted payments, and compliance with financial covenants, which are all positive indicators for operational agility and strategic execution.

Dec 22, 2021 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Dec 1, 2021)

On November 30, 2021, Burlington Stores (BURL) disclosed that it entered into privately negotiated exchange agreements with holders of its 2.25% Convertible Senior Notes due 2025, covering $72.3 million in aggregate principal amount. Rather than converting the notes into common stock, the holders agreed to exchange them for a cash payment. The cash amount is not fixed: for each $1,000 of principal, it equals an agreed fixed value plus a term that varies with the company's stock price (a product of an agreed delta and the difference between a VWAP price over the two trading days beginning December 1, 2021 and a reference price, which can be positive or negative), plus accrued interest through December 3, 2021. The company effectively settles a portion of its convertible debt in cash, with the final payout tied to the share price during the measurement window. For investors, the transaction is modest in size relative to Burlington's overall capital structure, and the filing does not disclose the agreed values, the reference price, or the total cash consideration, so the financial impact cannot be precisely quantified from this document. The exchange is expected to close on December 3, 2021, with a termination date of December 13, 2021 if conditions are not met. The structure suggests the company is reducing outstanding convertible debt and potential dilution, which is generally viewed as balance-sheet-positive, but it also means a cash outflow. Investors should watch the company's subsequent filings for the final cash amount, the impact on its cash position and debt balances, and any effect on diluted share count. The agreements contain customary representations, including that the holders are qualified institutional buyers and that the company may hold material non-public information at closing, which the holders acknowledged. The filing is an 8-K under Item 8.01 (Other Events), meaning management chose to disclose it voluntarily rather than under a mandatory event item. J. Wood Capital Advisors LLC acted as placement agent.

Dec 1, 2021 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Nov 23, 2021)

Burlington Stores (BURL) reported third quarter fiscal 2021 results (13 weeks ended October 30, 2021) on a GAAP basis with total sales up 30% versus Q3 fiscal 2019 to $2.30 billion and comparable store sales up 16% on the same two-year comparison basis. GAAP net income was $14 million, or $0.20 per diluted share, but this was depressed by an $86 million loss on debt extinguishment tied to the partial repurchase of its Convertible Notes (about $1.22 per share). Adjusted EPS was $1.36 versus $1.53 in Q3 fiscal 2019, and Adjusted EBIT was flat at $140 million, though adjusted EBIT margin declined about 180 basis points versus the prior-cycle quarter. Management attributed margin pressure mainly to a 180 basis point increase in freight expense, with gross margin down 100 basis points to 41.4%, partly offset by an 80 basis point improvement in merchandise margins and a 210 basis point improvement in adjusted SG&A rate. For the first nine months of fiscal 2021, total sales rose 32% versus the comparable 2019 period and adjusted EBIT reached $561 million, up 49%. Balance sheet liquidity was $1.73 billion, including $1.19 billion of unrestricted cash, against $1.63 billion of total debt. Inventory was $1.06 billion, with reserve inventory rising to 30% of the total from 21% in the prior comparable period, and comparable store inventories down 24%, a metric that warrants investor attention. The company declined to provide full-year fiscal 2021 sales or EPS guidance due to demand uncertainty and COVID-19, but updated capex to about $425 million, net new stores to 77, D&A to about $250 million, interest expense to about $68 million, and the effective tax rate to about 23%. Management also said it would accelerate its new store opening program, citing strong performance of its smaller prototype.

Nov 23, 2021 8-K

Leadership Changes

Burlington Stores, Inc. 8-K Report, Executive Changes (Nov 16, 2021)

Burlington Stores, Inc. announced a key leadership change effective November 10, 2021, with the election of Jeffrey Laub as the new Chief Accounting Officer (CAO). Mr. Laub brings extensive experience to this role, having been with the company since 1984 and serving as Vice President and Controller since 2009. This promotion signifies a transition in accounting leadership, with John Crimmins, the Executive Vice President and Chief Financial Officer, stepping down as principal accounting officer. This executive reshuffling within the finance department is a notable event for investors as it pertains to oversight and financial reporting. Mr. Laub's long tenure and progression through various finance roles suggest a deep understanding of the company's financial operations, which should provide continuity and stability in accounting matters. Investors will likely monitor the company's financial reporting for continued accuracy and compliance under this new CAO.

Nov 16, 2021 8-K

Burlington Stores, Inc. 8-K Report, Corporate Update (Sep 1, 2021)

On August 31, 2021, Burlington Stores (BURL) entered into privately negotiated exchange agreements with holders of its 2.25% Convertible Senior Notes due 2025, exchanging $146.4 million in aggregate principal amount of Notes for approximately $87.0 million in cash plus 459,944 shares of common stock. The exchanges are expected to close on September 9, 2021, subject to customary closing conditions, and the Notes were not to be converted by holders before closing. The transaction is a debt-reduction and capital-structure action rather than an operating event. Based on the disclosed figures, the cash component is roughly 59% of the principal retired, and the share component implies a total value per $1,000 of principal that is above par for the cash alone, which signals that the Notes were being retired at a premium that reflects the value of the embedded conversion option. The filing does not disclose the stock price used, the gain or loss expected from extinguishment, or the source of the cash, so those figures should be sought in subsequent financial statements. For investors, the key takeaways are a modest reduction in convertible debt, a small increase in share count (about 0.46 million shares, a dilution effect that is limited relative to BURL's outstanding base), and a cash outlay of about $87 million. The exchange is structured as a private placement under Section 4(a)(2) to institutional QIBs, so the new shares are restricted from resale until Rule 144 conditions are met unless they are later registered or freely tradable. The filing is a disclosure of a routine convertible-note management transaction and does not indicate a change in guidance or operating outlook.

Sep 1, 2021 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (Aug 26, 2021)

Burlington Stores (BURL) reported Q2 Fiscal 2021 results (13 weeks ended July 31, 2021), comparing against Q2 Fiscal 2019 rather than the COVID-distorted Fiscal 2020 period. Total sales rose 34% to $2.21 billion, comparable store sales increased 19%, and GAAP diluted EPS was $1.50 (up 19% versus Q2 2019), while Adjusted EPS rose 43% to $1.94. Adjusted EBIT grew 55% to $183 million, with margin expanding 110 basis points. Gross margin improved 80 basis points to 42.2%, and Adjusted SG&A leverage of 170 basis points (to 24.9% of sales) drove much of the profit improvement, though product sourcing costs nearly doubled to $146 million versus $82 million two years earlier. Management signaled that the operating backdrop remains uncertain and that global logistics imbalances are inflating freight and supply chain costs, which will pressure margins for the remainder of the year. The company withdrew full-year sales and EPS guidance due to demand uncertainty but updated specific items: capital expenditures of about $510 million, 75 net new stores, D&A of about $255 million, interest expense of about $70 million, and an effective tax rate of 22% to 23%. Management still expects significant margin expansion over the next few years as short-term expense headwinds normalize. Balance sheet and capital allocation developments were favorable. Liquidity stood at $1.88 billion ($1.34 billion cash plus $534 million ABL availability). The company refinanced its term loan, extending maturity to June 2028 at a slightly higher margin, and the blended swap rate fell from 2.72% to 2.19%. The Board authorized a new $400 million share repurchase program through August 2023, after no buybacks during the quarter. Note that the 8-K furnishes the press release under Item 2.02 and that comparisons to Fiscal 2020 are deferred to the Form 10-Q.

Aug 26, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

Burlington Stores, Inc. 8-K Report, Executive Changes (Jul 15, 2021)

Burlington Stores, Inc. (BURL) announced a significant leadership change via an 8-K filing on July 15, 2021, reporting the appointment of Travis Marquette as President and Chief Operating Officer. Mr. Marquette's tenure is expected to begin by October 31, 2021. This appointment is noteworthy due to Mr. Marquette's extensive experience, including nearly fourteen years in the off-price retail sector and most recently serving as Executive Vice President and Chief Financial Officer at Ross Stores, Inc. His responsibilities at Burlington will encompass stores, real estate, supply chain, and information technology, indicating a strategic move to bolster operational leadership. The associated employment agreement details a substantial compensation package designed to attract Mr. Marquette, including a $900,000 base salary, significant annual and long-term incentive opportunities, a $2 million cash sign-on bonus, and a $6 million long-term incentive grant. These 'make-whole' provisions aim to compensate for forfeited compensation from his previous role, signaling the company's strong interest in securing his expertise to drive future performance and strategic initiatives within its operational framework.

Jul 15, 2021 8-K

Burlington Stores, Inc. 8-K Report, Material Agreement (Jun 25, 2021)

Burlington Stores, Inc. (BURL), through its subsidiary Burlington Coat Factory Warehouse Corporation, has executed Amendment No. 9 to its Term Loan Credit Agreement. The primary impact of this amendment for investors is the extension of the term loan maturity date by nearly four years, from November 17, 2024, to June 24, 2028. This move provides the company with extended financial flexibility and stability, particularly as it navigates its ongoing business operations and strategic initiatives. Furthermore, the amendment involves replacing the outstanding $961 million principal amount of term B-5 loans with an equivalent amount of new term B-6 loans. While the maturity date is extended, there is a slight increase in the interest rate margins for both prime rate and LIBOR loans. This adjustment, from 0.75% to 1.00% for prime and 1.75% to 2.00% for LIBOR (with a 0.00% LIBOR floor), reflects prevailing market conditions and the extended repayment period. Overall, this refinancing activity signals a proactive approach by management to manage the company's debt structure and support its long-term growth objectives.

Jun 25, 2021 8-K

Other Events

Burlington Stores, Inc. 8-K Report, Corporate Update (Jun 11, 2021)

Burlington Stores, Inc. (BURL), through its wholly-owned subsidiary Burlington Coat Factory Warehouse Corporation, has announced the redemption of its entire $300,000,000 aggregate principal amount of 6.250% Senior Secured Notes due 2025. This action, effective June 11, 2021, involved a total payout of $323,721,165, which includes the principal amount plus accrued and unpaid interest. The redemption signifies a proactive move by the company to manage its debt obligations, potentially reducing future interest expenses and improving its leverage profile.

Jun 11, 2021 8-K

Burlington Stores, Inc. 8-K Report, Financial Results (May 27, 2021)

Burlington Stores (BURL) reported first quarter Fiscal 2021 results for the 13 weeks ended May 1, 2021, with comparisons made against Q1 Fiscal 2019 rather than the COVID-disrupted Q1 Fiscal 2020. Total sales rose 35% to $2,191 million and comparable store sales grew 20%. GAAP net income was $171 million, or $2.51 per diluted share, and Adjusted EPS was $2.59. Gross margin expanded 230 basis points to 43.3%, and Adjusted EBIT margin improved 360 basis points, driven by lower Adjusted SG&A as a percentage of sales. Management credited stimulus payments, vaccine rollout progress, and pent-up demand for the strength. The outlook was mixed. Management declined to provide sales or earnings guidance for Fiscal 2021 because of uncertainty about the pace of the consumer demand recovery, and said the second quarter started well but that the go-forward sales trend is hard to predict. Management also warned that supply chain and freight expense headwinds have continued to deteriorate and are likely to weigh on operating margin for the rest of the year. Capital expenditures were updated to about $470 million, with a net 75 new stores planned, and the effective tax rate is now expected at 23% to 24%. Balance sheet changes are significant. Adoption of ASU 2020-06 means the convertible notes are now shown entirely as debt, which lifts reported total debt to $2.1 billion and lowers the effective interest rate to 2.8% from 8.2%. The company also announced a make-whole call on its $300 million 6.25% Senior Secured Notes due 2025, which is expected to produce a pre-tax debt extinguishment charge of about $30 million in Q2. Liquidity was $2.08 billion, and the $348 million share repurchase program remains suspended.

May 27, 2021 8-K