x
|
QUARTERLY REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
||
Delaware
|
20-4663833
|
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
(I.R.S.
Employer
Identification
No.)
|
|
1830
Route 130 North
Burlington,
New Jersey
|
08016
|
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
Part
I - Financial Information
|
Page
|
Item
1. Financial Statements (unaudited).
|
|
Condensed
Consolidated Balance Sheets as of March 1, 2008 and June
2, 2007
|
3
|
Condensed
Consolidated Statements of Operations - Nine and Three Months Ended March
1, 2008
and
March 3, 2007
|
4
|
Condensed
Consolidated Statements of Cash Flows - Nine Months Ended March 1, 2008
and
March
3, 2007
|
5
|
Notes
to Condensed Consolidated Financial Statements
|
6
|
Item 2. Management's
Discussion and Analysis of Financial Condition and Results of
Operations.
|
24
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk.
|
33
|
Item 4. Controls and
Procedures.
|
34
|
Part
II - Other Information
|
35
|
Item 1. Legal Proceedings.
|
35
|
Item
1A. Risk Factors.
|
35
|
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds.
|
35
|
Item
3. Defaults Upon Senior Securities.
|
35
|
Item 4. Submission of Matters
to a Vote of Security Holders.
|
35
|
Item
5. Other Information.
|
35
|
Item
6. Exhibits.
|
36
|
SIGNATURES
|
37
|
*****************
|
Stockholders'
Equity:
|
||||||||
Common
Stock
|
-
|
-
|
||||||
Capital
in Excess of Par Value
|
456,222
|
454,935
|
||||||
Accumulated
Deficit
|
(85,319
|
)
|
(74,465
|
)
|
||||
Total
Stockholders' Equity
|
370,903
|
380,470
|
||||||
Total
Liabilities and Stockholders' Equity
|
$
|
3,074,189
|
$
|
3,036,521
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(Unaudited)
|
||||||||
(All
amounts in thousands)
|
||||||||
Nine
Months Ended
|
||||||||
March
1, 2008
|
March
3, 2007
|
|||||||
OPERATING
ACTIVITIES
|
||||||||
Net
Loss
|
$
|
(442
|
)
|
$
|
(9,009
|
)
|
||
Adjustments
to Reconcile Net Loss to Net Cash Provided by Operating
Activities:
|
||||||||
Depreciation
|
94,001
|
103,815
|
||||||
Amortization
|
32,136
|
32,523
|
||||||
Impairment
Charges
|
7,873
|
3,677
|
||||||
Accretion
of Senior Notes and Senior Discount Notes
|
10,081
|
8,801
|
||||||
Interest
Rate Cap Agreement - Adjustment to Market
|
176
|
1,883
|
||||||
Provision
for Losses on Accounts Receivable
|
2,194
|
2,256
|
||||||
Provision
for Deferred Income Taxes
|
(30,969)
|
(52,703
|
)
|
|||||
Loss
on Disposition of Fixed Assets and Leasehold
Improvements
|
1,024
|
1,223
|
||||||
Stock
Option Expense and Deferred Compensation Amortization
|
1,287
|
6,826
|
||||||
Non-Cash
Rent Expense
|
1,460
|
4,663
|
||||||
Other
|
(806
|
)
|
245
|
|||||
Changes
in Assets and Liabilities:
|
||||||||
Accounts
Receivable
|
(6,561
|
)
|
(6,349
|
)
|
||||
Merchandise
Inventories
|
(73,568
|
)
|
(58,458
|
)
|
||||
Prepaid
and Other Current Assets
|
(7,866
|
)
|
(1,194
|
)
|
||||
Accounts
Payable
|
70,052
|
22,690
|
||||||
Accrued
and Other Current Liabilities
|
30,573
|
48,260
|
||||||
Deferred
Rent Incentives
|
15,144
|
20,414
|
||||||
Net
Cash Provided by Operating Activities
|
145,789
|
129,563
|
||||||
INVESTING
ACTIVITIES
|
||||||||
Cash
Paid for Property and Equipment
|
(64,982
|
)
|
(54,343
|
)
|
||||
Proceeds
Received from Sale of Fixed Assets and Leasehold
Improvements
|
2,159
|
4,650
|
||||||
Change
in Restricted Cash and Cash Equivalents
|
46
|
11,040
|
||||||
Lease
Acquisition Costs
|
(4,150
|
)
|
--
|
|||||
Other
|
(34
|
)
|
66
|
|||||
Net Cash Used in Investing
Activities
|
(66,961
|
)
|
(38,587
|
)
|
||||
FINANCING
ACTIVITIES
|
||||||||
Proceeds
from Long Term Debt - ABL Senior Secured Revolving
Facility
|
437,301
|
404,858
|
||||||
Principal
Payments on Long Term Debt
|
(1,327
|
)
|
(1,243
|
)
|
||||
Principal
Payments on Term Loan
|
(11,443
|
)
|
(13,500
|
)
|
||||
Principal
Payments on Long Term Debt - ABL Senior Secured Revolving
Facility
|
(490,556
|
)
|
(479,994
|
)
|
||||
Equity
Investment
|
--
|
200
|
||||||
Purchase
of Interest Rate Cap Contract
|
(424
|
)
|
--
|
|||||
Payment
of Dividends
|
(725
|
)
|
--
|
Net
Cash Used in Financing Activities
|
(67,174
|
)
|
(89,679
|
)
|
||||
Increase
in Cash and Cash Equivalents
|
11,654
|
1,297
|
||||||
Cash
and Cash Equivalents at Beginning of Period
|
33,878
|
58,376
|
||||||
Cash
and Cash Equivalents at End of Period
|
$
|
45,532
|
$
|
59,673
|
||||
Supplemental
Disclosure of Cash Flow Information
|
||||||||
Interest
Paid
|
$
|
78,932
|
$
|
87,216
|
||||
Income
Taxes Paid, Net of Refunds
|
$
|
5,831
|
$
|
13,720
|
||||
Non-Cash
Investing Activities:
|
||||||||
Accrued
Purchases of Property and Equipment
|
$
|
(2,700
|
)
|
$
|
(2,012
|
)
|
March
1, 2008
|
June
2, 2007
|
|||||||
Fixed
Assets
|
$
|
2,325
|
$
|
32,320
|
||||
Favorable
Leases
|
2,753
|
2,753
|
||||||
$
|
5,078
|
$
|
35,073
|
March
1, 2008
|
June
2, 2007
|
|||||||
Industrial
Revenue Bonds, principal due annually, 6.0% interest due in semi-annual
payments of various amounts from March 1, 2008 to September 1,
2010.
|
$
|
3,295
|
$
|
4,190
|
||||
Promissory
Note, 4.43% due in monthly payments of $8 through December 23,
2011.
|
319
|
375
|
||||||
Promissory
Note, non-interest bearing, due in monthly payments of $17 through January
1, 2012
|
783
|
934
|
||||||
Senior
Notes, 11.125% due at maturity on April 15, 2014, semi-annual interest
payments from April 15, 2008 to April 15, 2014.
|
300,066
|
299,665
|
||||||
Senior
Discount Notes, 14.5% due at maturity on October 15, 2014. Semi-annual
discount accretion to maturity amount from October 15, 2006 to April 15,
2008 and semi-annual interest payments from October 15, 2008 to
October 15, 2014.
|
97,658
|
87,978
|
||||||
$900
million Senior Secured Term Loan Facility, LIBOR plus 2.25% due in
quarterly payments of $2.3 million from March 1, 2008 to May 28,
2013.
|
872,807
|
884,250
|
||||||
$800
million Available Business Line (“ABL”) Senior Secured Revolving Facility,
LIBOR plus spread based on average outstanding
balance.
|
105,745
|
159,000
|
||||||
Capital
Lease Obligations
|
25,687
|
25,912
|
||||||
Subtotal
|
1,406,360
|
1,462,304
|
||||||
Less
Current Portion
|
(1,592
|
)
|
(5,974
|
)
|
||||
Long-Term
Debt and Obligations Under Capital Leases
|
$
|
1,404,768
|
$
|
1,456,330
|
Fiscal
Year Reserve Established
|
Balance
at
June
2, 2007
|
Provisions
|
Payments
|
Settlements
|
Reductions
**
|
Balance
at
March
1, 2008
|
||||||||||||||||||
2005
|
$ | 241 | $ | - | $ | (128 | ) | $ | - | $ | - | $ | 113 | |||||||||||
2007
|
1,078 | 3 | (462 | ) | (475 | ) | (144 | ) | - | |||||||||||||||
2008
|
- | 725 | (434 | ) | (10 | ) | (7 | ) | 274 | |||||||||||||||
$ | 1,319 | $ | 728 | $ | (1,024 | ) | $ | (485 | ) | $ | (151 | ) | $ | 387 |
|
**
2007 reduction of $0.1 million relieved primarily due to the settlement of
a liability with a landlord at a lower amount than was
accrued.
|
Number
of
Units
|
Weighted
Average
Exercise
Price
Per Unit
|
|||||||
Options
Outstanding June 2, 2007
|
367,000 | $ | 180.00 | |||||
Options
Issued
|
127,500 | $ | 183.33 | |||||
Options
Forfeited
|
(80,000 | ) | $ | 180.00 | ||||
Options
Cancelled
|
-- | -- | ||||||
Options
Exercised
|
-- | -- | ||||||
Options
Outstanding March 1, 2008
|
414,500 | $ | 181.03 | |||||
Option
Units Outstanding
|
Option
Units Exercisable
|
||||||||||||||||
Range
of
Exercise
Prices
|
Number
Outstanding
at
March 1, 2008
|
Weighted
Average
Remaining
Contractual
Life
(Years)
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
at
March 1, 2008
|
|||||||||||||
Tranche
1
|
$
|
90.00
- 100.00
|
138,167
|
8.6
|
$
|
93.08
|
-
|
||||||||||
Tranche
2
|
$
|
180.00
|
138,167
|
8.6
|
$
|
180.00
|
-
|
||||||||||
Tranche
3
|
$
|
270.00
|
138,166
|
8.6
|
$
|
270.00
|
-
|
||||||||||
414,500
|
-
|
Nine
Months Ended
March
1, 2008
|
Nine
Months Ended
March
3,
2007
|
|||||||
Risk-free
interest rate
|
4.11
|
%
|
4.75
|
%
|
||||
Expected
volatility
|
67
|
%
|
70
|
%
|
||||
Expected
life
|
4.5
years
|
4.5
years
|
||||||
Contractual
life
|
10
years
|
10
years
|
||||||
Expected
dividend yield
|
0.0
|
%
|
0.0
|
%
|
||||
Fair
value of option units granted
|
||||||||
Tranche
1
Tranche
2
Tranche
3
|
$ |
56.65
$42.60
$33.13
|
$ |
53.13
$38.79
$30.53
|
Nine
Months Ended
|
Three
Months Ended
|
|||||||||||||||
March
1, 2008
|
March
3, 2007
|
March
1, 2008
|
March
3, 2007
|
|||||||||||||
Apparel
|
$
|
2,125,903
|
$
|
2,113,801
|
$
|
814,991
|
$
|
805,114
|
||||||||
Home
Products
|
486,545
|
515,111
|
172,122
|
182,185
|
||||||||||||
$
|
2,612,448
|
$
|
2,628,912
|
$
|
987,113
|
$
|
987,299
|
Current
Maturities of Long Term Debt and Capital Leases
|
-
|
4,500
|
1,474
|
-
|
5,974
|
|||||||||||||||
Total
Current Liabilities
|
-
|
514,978
|
88,222
|
(3,224
|
)
|
599,976
|
||||||||||||||
Long
Term Debt and Capital Leases
|
-
|
1,338,415
|
117,915
|
-
|
1,456,330
|
|||||||||||||||
Other
Liabilities
|
-
|
10,622
|
47,825
|
(10,000
|
)
|
48,447
|
||||||||||||||
Deferred
Tax Liability
|
-
|
214,544
|
336,754
|
-
|
551,298
|
|||||||||||||||
Stockholders'
Equity:
|
||||||||||||||||||||
Common
Stock
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Capital
in Excess of Par Value
|
454,935
|
454,935
|
1,522,383
|
(1,977,318
|
)
|
454,935
|
||||||||||||||
(Accumulated
Deficit) Retained Earnings
|
(74,465
|
)
|
(74,465
|
)
|
158,016
|
(83,551
|
)
|
(74,465
|
)
|
|||||||||||
Total
Stockholders' Equity
|
380,470
|
380,470
|
1,680,399
|
(2,060,869
|
)
|
380,470
|
||||||||||||||
Total
Liabilities and Stockholders' Equity
|
$
|
380,470
|
$
|
2,459,029
|
$
|
2,271,115
|
$
|
(2,074,093
|
)
|
$
|
3,036,521
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||
For
the Nine Months Ended March 1, 2008
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Eliminations
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
REVENUES:
|
||||||||||||||||||||
Net
Sales
|
$
|
-
|
$
|
3,039
|
$
|
2,609,409
|
$
|
-
|
$
|
2,612,448
|
||||||||||
Other
Revenue
|
-
|
370
|
23,596
|
-
|
23,966
|
|||||||||||||||
-
|
3,409
|
2,633,005
|
-
|
2,636,414
|
||||||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||||||
Cost
of Sales (Exclusive of Depreciation and Amortization)
|
-
|
1,874
|
1,611,368
|
-
|
1,613,242
|
|||||||||||||||
Selling
and Administrative Expenses
|
-
|
102,029
|
700,763
|
-
|
802,792
|
|||||||||||||||
Depreciation
|
-
|
18,585
|
75,416
|
-
|
94,001
|
|||||||||||||||
Amortization
|
-
|
7,333
|
24,803
|
-
|
32,136
|
|||||||||||||||
Impairment
Charges
|
-
|
-
|
7,873
|
-
|
7,873
|
|||||||||||||||
Interest
Expense
|
-
|
85,302
|
11,511
|
-
|
96,813
|
|||||||||||||||
Other
Income, Net
|
-
|
(3,595
|
)
|
(6,939
|
)
|
-
|
(10,534
|
)
|
||||||||||||
Equity
in (Earnings) Loss of Subsidiaries
|
442
|
(125,094
|
)
|
-
|
124,652
|
-
|
||||||||||||||
442
|
86,434
|
2,424,795
|
124,652
|
2,636,323
|
||||||||||||||||
(Loss)
Income Before Income Tax (Benefit) Expense
|
(442
|
)
|
(83,025
|
)
|
208,210
|
(124,652
|
)
|
91
|
||||||||||||
Income
Tax (Benefit) Expense
|
-
|
(82,583
|
)
|
83,116
|
-
|
533
|
||||||||||||||
Net (Loss)
Income
|
$
|
(442
|
)
|
$
|
(442
|
)
|
$
|
125,094
|
$
|
(124,652
|
)
|
$
|
(442
|
)
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||
For
the Three Months Ended March 1, 2008
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Eliminations
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
REVENUES:
|
||||||||||||||||||||
Net
Sales
|
$
|
-
|
$
|
1,173
|
$
|
985,940
|
$
|
-
|
$
|
987,113
|
||||||||||
Other
Revenue
|
-
|
(1,622
|
)
|
9,725
|
-
|
8,103
|
||||||||||||||
-
|
(449
|
)
|
995,665
|
-
|
995,216
|
|||||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||||||
Cost
of Sales (Exclusive of Depreciation and Amortization)
|
-
|
725
|
611,579
|
-
|
612,304
|
|||||||||||||||
Selling
and Administrative Expenses
|
-
|
36,609
|
236,895
|
273,504
|
||||||||||||||||
Depreciation
|
-
|
5,431
|
26,968
|
-
|
32,399
|
|||||||||||||||
Amortization
|
-
|
(921
|
)
|
11,677
|
-
|
10,756
|
||||||||||||||
Impairment
Charges
|
-
|
-
|
494
|
-
|
494
|
|||||||||||||||
Interest
Expense
|
-
|
25,957
|
3,946
|
-
|
29,903
|
|||||||||||||||
Other
Income, Net
|
-
|
(2,793
|
)
|
(5,240
|
)
|
-
|
(8,033
|
)
|
||||||||||||
Equity
in (Earnings) Loss of Subsidiaries
|
(26,780
|
)
|
(66,053
|
)
|
-
|
92,833
|
-
|
|||||||||||||
(26,780
|
)
|
(1,045
|
)
|
886,319
|
92,833
|
951,327
|
||||||||||||||
Income
(Loss) Before Income Tax (Benefit) Expense
|
26,780
|
596
|
109,346
|
(92,833
|
)
|
43,889
|
||||||||||||||
Income
Tax (Benefit) Expense
|
-
|
(26,184
|
)
|
43,293
|
-
|
17,109
|
||||||||||||||
Net
Income (Loss)
|
$
|
26,780
|
$
|
26,780
|
$
|
66,053
|
$
|
(92,833
|
)
|
$
|
26,780
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||
For
the Nine Months Ended March 3, 2007
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Eliminations
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
REVENUES:
|
||||||||||||||||||||
Net
Sales
|
$
|
-
|
$
|
3,456
|
$
|
2,625,456
|
$
|
-
|
$
|
2,628,912
|
||||||||||
Other
Revenue
|
792
|
29,581
|
30,373
|
|||||||||||||||||
4,248
|
2,655,037
|
2,659,285
|
||||||||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||||||
Cost
of Sales (Exclusive of Depreciation and Amortization)
|
-
|
2,163
|
1,647,473
|
-
|
1,649,636
|
|||||||||||||||
Selling
and Administrative Expenses
|
-
|
117,840
|
673,120
|
-
|
790,960
|
|||||||||||||||
Depreciation
|
-
|
18,235
|
85,580
|
-
|
103,815
|
|||||||||||||||
Amortization
|
-
|
7,362
|
25,161
|
-
|
32,523
|
|||||||||||||||
Interest
Expense
|
-
|
92,700
|
9,644
|
-
|
102,344
|
|||||||||||||||
Impairment
Charges
|
-
|
-
|
3,677
|
-
|
3,677
|
|||||||||||||||
Other
Income, Net
|
-
|
(1,092
|
)
|
(3,775
|
)
|
-
|
(4,867
|
)
|
||||||||||||
Equity
in (Earnings) Loss of Subsidiaries
|
9,009
|
(102,608
|
)
|
-
|
93,599
|
-
|
||||||||||||||
9,009
|
134,600
|
2,440,880
|
93,599
|
2,678,088
|
||||||||||||||||
(Loss)
Income Before Income Tax (Benefit) Expense
|
(9,009
|
)
|
(130,352
|
)
|
214,157
|
(93,599
|
)
|
(18,803
|
)
|
|||||||||||
Income
Tax (Beneift) Expense
|
-
|
(121,343
|
)
|
111,549
|
-
|
(9,794
|
)
|
|||||||||||||
Net
(Loss) Income
|
$
|
(9,009
|
)
|
$
|
(9,009
|
)
|
$
|
102,608
|
$
|
(93,599
|
)
|
$
|
(9,009
|
)
|
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF OPERATIONS
|
||||||||||||||||||||
For
the Three Months Ended March 3, 2007
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Eliminations
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
REVENUES:
|
||||||||||||||||||||
Net
Sales
|
$ | - | $ | 1,349 | $ | 985,950 | $ | - | $ | 987,299 | ||||||||||
Other
Revenue
|
(3,442 | ) | 14,261 | - | 10,819 | |||||||||||||||
(2,093 | ) | 1,000,211 | - | 998,118 | ||||||||||||||||
COSTS
AND EXPENSES:
|
||||||||||||||||||||
Cost
of Sales (Exclusive of Depreciation and Amortization)
|
- | 848 | 621,405 | - | 622,253 | |||||||||||||||
Selling
and Administrative Expenses
|
- | 41,296 | 215,023 | - | 256,319 | |||||||||||||||
Depreciation
|
- | 6,478 | 27,738 | - | 34,216 | |||||||||||||||
Amortization
|
- | 2,458 | 8,268 | - | 10,726 | |||||||||||||||
Interest
Expense
|
- | 29,032 | 2,682 | - | 31,714 | |||||||||||||||
Impairment
Charges
|
- | - | - | - | - | |||||||||||||||
Other
Income, Net
|
- | (434 | ) | (2,770 | ) | - | (3,204 | ) | ||||||||||||
Equity
in (Earnings) Loss of Subsidiaries
|
(31,052 | ) | (50,358 | ) | - | 81,410 | - | |||||||||||||
(31,052 | ) | 29,320 | 872,346 | 81,410 | 952,024 | |||||||||||||||
Income
(Loss) Before Income Tax (Benefit) Expense
|
31,052 | (31,413 | ) | 127,865 | (81,410 | ) | 46,094 | |||||||||||||
Income
Tax (Benefit) Expense
|
- | (62,465 | ) | 77,507 | - | 15,042 | ||||||||||||||
Net
Income (Loss)
|
$ | 31,052 | $ | 31,052 | $ | 50,358 | $ | (81,410 | ) | $ | 31,052 | |||||||||
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||
For
the Nine Months Ended March 1, 2008
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Elimination
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
OPERATING
ACTIVITIES
|
||||||||||||||||||||
Net
Cash Provided by Operating Activities
|
$
|
-
|
$
|
78,575
|
$
|
67,214
|
$
|
-
|
$
|
145,789
|
||||||||||
INVESTING
ACTIVITIES
|
||||||||||||||||||||
Cash
Paid for Property and Equipment
|
-
|
(18,509
|
)
|
(46,473
|
)
|
-
|
(64,982
|
)
|
||||||||||||
Proceeds
Received from Sales of Fixed Assets and Leasehold
Improvements
|
-
|
-
|
2,159
|
-
|
2,159
|
|||||||||||||||
Lease
Acquisition Costs
|
-
|
-
|
(4,150
|
)
|
(4,150
|
)
|
||||||||||||||
Change
in Restricted Cash and Cash Equivalents
|
-
|
46
|
46
|
|||||||||||||||||
Other
|
-
|
(34
|
)
|
-
|
-
|
(34
|
)
|
|||||||||||||
Net
Cash Used in Investing Activities
|
-
|
(18,543
|
)
|
(48,418
|
)
|
-
|
(66,961
|
)
|
||||||||||||
FINANCING
ACTIVITIES
|
||||||||||||||||||||
Proceeds from Long -Term Debt –
ABL Senior Secured Revolving
Facility
|
-
|
437,301
|
-
|
-
|
437,301
|
|||||||||||||||
Principal
Payments on Long Term Debt
|
-
|
-
|
(1,327
|
)
|
-
|
(1,327
|
)
|
|||||||||||||
Principal
Payments on Long Term Loan
|
-
|
(11,443
|
)
|
-
|
-
|
(11,443
|
)
|
|||||||||||||
Principal
Payments on Long Term Debt – ABL Senior Secured Revolving
Facility
|
-
|
(490,556
|
)
|
-
|
-
|
(490,556
|
)
|
|||||||||||||
Equity
Investment
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Purchase
of Interest Rate Cap - Agreement
|
(424
|
)
|
(424
|
)
|
||||||||||||||||
Payment
of Dividends
|
(725
|
)
|
(725
|
)
|
-
|
725
|
(725
|
)
|
||||||||||||
Receipt
of Dividends
|
725
|
-
|
-
|
(725
|
)
|
-
|
||||||||||||||
Net
Cash Used in Financing Activities
|
-
|
(65,847
|
)
|
(1,327
|
)
|
-
|
(67,174
|
)
|
||||||||||||
(Decrease)
Increase in Cash and Cash Equivalents
|
-
|
(5,815
|
)
|
17,469
|
-
|
11,654
|
||||||||||||||
Cash
and Cash Equivalents at Beginning of Period
|
-
|
20,035
|
13,843
|
-
|
33,878
|
|||||||||||||||
Cash
and Cash Equivalents at End of Period
|
$
|
-
|
$
|
14,220
|
$
|
31,312
|
$
|
-
|
$
|
45,532
|
||||||||||
BURLINGTON
COAT FACTORY INVESTMENTS HOLDINGS, INC. AND SUBSIDIARIES
|
||||||||||||||||||||
CONDENSED
CONSOLIDATING STATEMENT OF CASH FLOWS
|
||||||||||||||||||||
For
the Nine Months Ended March 3, 2007
|
||||||||||||||||||||
Holdings
|
BCFW
|
Guarantors
|
Elimination
|
Consolidated
|
||||||||||||||||
(All
amounts in thousands)
|
||||||||||||||||||||
OPERATING
ACTIVITIES
|
||||||||||||||||||||
Net
Cash Provided by Operating Activities
|
$ | - | $ | 59,528 | $ | 70,035 | $ | - | $ | 129,563 | ||||||||||
INVESTING
ACTIVITIES
|
||||||||||||||||||||
Cash
Paid for Property and Equipment
|
- | (7,725 | ) | (46,618 | ) | - | (54,343 | ) | ||||||||||||
Proceeds
Received from Sales of Fixed Assets and Leasehold
Improvements
|
- | 4,650 | - | 4,650 | ||||||||||||||||
Lease
Acquisition Costs
|
- | - | - | - | - | |||||||||||||||
Change
in Restricted Cash and Cash Equivalents
|
11,040 | 11,040 | ||||||||||||||||||
Other
|
- | 66 | - | 66 | ||||||||||||||||
Net
Cash Used in Investing Activities
|
(7,725 | ) | (30,862 | ) | - | (38,587 | ) | |||||||||||||
Proceeds
from Long Term Debt – ABL Senior Secured
Revolving Facility
|
- | 404,858 | - | 404,858 | ||||||||||||||||
Principal
Payments on Long Term Debt
|
- | (1,243 | ) | - | (1,243 | ) | ||||||||||||||
Principal
Payments on Long Term Loan
|
- | (13,500 | ) | - | (13,500 | ) | ||||||||||||||
Principal
Payments on Long Term Debt - ABL Senior Secured Revolving
Facility
|
- | (479,994 | ) | - | (479,994 | ) | ||||||||||||||
Equity
Investment
|
- | 200 | - | 200 | ||||||||||||||||
Purchase
of Interest Rate Cap Agreement
|
- | - | - | - | - | |||||||||||||||
Payment
of Dividends
|
- | - | - | - | - | |||||||||||||||
Receipt
of Dividends
|
- | - | - | - | - | |||||||||||||||
Net
Cash Used in Financing Activities
|
- | (88,436 | ) | (1,243 | ) | - | (89,679 | ) | ||||||||||||
(Decrease)
Increase in Cash and Cash Equivalents
|
- | (36,633 | ) | 37,930 | - | 1,297 | ||||||||||||||
Cash
and Cash Equivalents at Beginning of Period
|
- | 48,865 | 9,511 | - | 58,376 | |||||||||||||||
Cash
and Cash Equivalents at End of Period
|
$ | - | $ | 12,232 | $ | 47,441 | $ | - | $ | 59,673 | ||||||||||
·
|
four
Value City leases executed during the three months ended March 1, 2008
(Refer to Note 15 to our Condensed Consolidated Financial Statements
entitled “Acquisition of Value City Leases and Other Leases” for further
discussion of the transaction.);
|
·
|
eleven
(two of which will be relocations) leases expected to be
acquired from Value City during the remainder of Fiscal
2008;
|
·
|
six
(three of which will be relocations) leases expected to be acquired from
Value City during Fiscal 2009;
and
|
·
|
21
additional executed leases.
|
·
|
Operating
results for the nine months ended March 1, 2008 improved by $8.6 million
compared to the operating results for the nine months ended March 3,
2007. This improvement was a result of decreased depreciation
expense during the nine month period ended March 1, 2008 of $9.8 million
compared to the nine month period ended March 3, 2007, partially offset by
an increase of impairment charges of $4.2 million during the same
period. The impact of these three items on cash flow from
operating activities resulted in an increase of $3.0 million for
the nine months ended March 1, 2008 compared to the nine months ended
March 3, 2007.
|
·
|
Net
cash provided by operating activities was positively affected by an
increase in accounts payable of $47.4 million during the nine months ended
March 1, 2008 compared with the nine month period ended March 3,
2007.
|
·
|
Merchandise
inventory had a larger increase during the nine month period ended March
1, 2008 compared with the nine month period ended March 3,
2007. This increase resulted in $15.1 million less cash flow
related to the change in inventory during the nine month period ended
March 1, 2008 compared with the nine month period ended March 3,
2007.
|
·
|
Accrued
and other current liabilities had a smaller increase during the nine
months ended March 1, 2008 compared with the nine months ended March 3,
2007 resulting in $17.7 million less cash flow during the nine month
period ended March 1, 2008 compared to the similar period in the prior
fiscal year.
|
Percentage
of Net Sales
|
Percentage
of Net Sales
|
||||||||||||
Nine
Months Ended
|
Three
Months Ended
|
||||||||||||
March
1,
|
March
3,
|
March
1,
|
March
3,
|
||||||||||
2008
|
2007
|
2008
|
2007
|
||||||||||
Net
Sales
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
Other
Revenue
|
0.9
|
1.2
|
0.8
|
1.2
|
|||||||||
Cost
of Sales (Exclusive of Depreciation and
Amortization)
|
61.8
|
62.8
|
62.0
|
63.0
|
|||||||||
Selling
and Administrative Expenses
|
30.7
|
30.1
|
27.7
|
26.0
|
|||||||||
Depreciation
|
3.6
|
4.0
|
3.3
|
3.5
|
Amortization
|
1.2
|
1.2
|
1.1
|
1.1
|
|||||||||||
Interest
Expense
|
3.7
|
3.9
|
3.0
|
3.2
|
|||||||||||
Impairment
Charges
|
0.3
|
0.1
|
0.1
|
-
|
|||||||||||
Other
Income, Net
|
(0.4
|
)
|
(0.2
|
)
|
(0.8
|
)
|
(0.3
|
)
|
|||||||
Income
(Loss) before Income Tax Expense
(Benefit)
|
-
|
(0.7
|
)
|
4.4
|
4.7
|
||||||||||
Income
Tax Expense (Benefit)
|
-
|
(0.4
|
)
|
1.7
|
1.5
|
||||||||||
Net
(Loss) Income
|
-
|
%
|
(0.3%
|
)
|
2.7
|
%
|
3.2
|
%
|
Floating
Rate Debt
|
Principal
Outstanding at March 1, 2008
|
Additional
Interest Expense
Q4
2008
|
Additional
Interest Expense
Q1
2009
|
Additional
Interest Expense
Q2
2009
|
Additional
Interest Expense
Q3
2009
|
|||||||||||||||
ABL
Senior Secured Revolving Facility
|
$
|
105,745
|
$
|
264
|
$
|
264
|
$
|
264
|
$
|
264
|
||||||||||
Senior
Secured Term Loan Facility
|
872,807
|
2,182
|
2,182
|
2,182
|
2,182
|
|||||||||||||||
Total
|
$
|
978,552
|
$
|
2,446
|
$
|
2,446
|
$
|
2,446
|
$
|
2,446
|
10.1
|
Employment
Agreement dated as of January 28, 2008 between Burlington Coat Factory
Warehouse Corporation and Fred
Hand.
|
31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a - 14(a) or Rule 15d -
14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Rule 13a - 14(a) or Rule 15d -
14(a) of the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of
2002.
|
32.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
|
/s/
Mark A. Nesci
|
|||
Mark
A. Nesci
|
|||
President
& Chief Executive Officer
|
|||
/s/
Todd Weyhrich
|
|||
Todd
Weyhrich.
|
|||
Executive
Vice President & Chief Financial Officer (Principal Financial
Officer)
|
|||
|
EXECUTIVE:
Fred Hand
|
1.
|
I
understand that any payments paid to me under
Sections
4(b)(i)
(3)
,
4(b)(i)
(4)
and
4(b)(i)
(5)
of the
Agreement represent consideration for signing this General Release and are
not salary or wages to which I was already entitled. I understand and
agree that I will not receive the payments specified in
Sections
4(b)(i)
(3)
,
4(b)(i)
(4)
and
4(b)(i)
(5)
of the
Agreement unless I execute this General Release and do not revoke this
General Release within the time period permitted hereafter or breach this
General Release or
Sections
5
,
6
or
7
of the
Agreement. Such payments will not be considered compensation
for purposes of any employee benefit plan, program, policy or arrangement
maintained or hereafter established by the Company or its
affiliates. I also acknowledge and represent that I have
received all salary, wages and bonuses that I am entitled to receive (as
of the date hereof) by virtue of any employment by the
Company.
|
2.
|
Except
as provided in paragraphs 4, 12 and 13 below and except for the provisions
of the Agreement which expressly survive the termination of my employment
with the Company, I knowingly and voluntarily (for myself, my heirs,
executors, administrators and assigns) release and forever discharge the
Company and the other Released Parties from any and all claims, suits,
controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, compensatory damages, liquidated damages, punitive or
exemplary damages, other damages, claims for costs and attorneys’ fees, or
liabilities of any nature whatsoever in law and in equity, both past and
present (through the date this General Release becomes effective and
enforceable) and whether known or unknown, suspected, or claimed against
the Company or any of the Released Parties which I, my spouse, or any of
my heirs, executors, administrators or assigns, may have, which arise out
of or are connected with my employment with, or my separation or
termination from, the Company (including, but not limited to, any
allegation, claim or violation, arising under: Title VII of the Civil
Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age
Discrimination in Employment Act of 1967, as amended (including the Older
Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
the Americans with Disabilities Act of 1990; the Family and Medical Leave
Act of 1993; the Worker Adjustment Retraining and Notification Act; any
applicable Executive Order Programs; the Fair Labor Standards Act; or
their state or local counterparts; or under any other federal, state or
local civil or human rights law, or under any other local, state, or
federal law, regulation or ordinance; or under any public policy, contract
or tort, or under common law; or arising under any policies, practices or
procedures of the Company; or any claim for wrongful discharge, breach of
contract, infliction of emotional distress, defamation; or any claim for
costs, fees, or other expenses, including attorneys’ fees incurred in
these matters) (all of the foregoing collectively referred to herein as
the “
Claims
”).
|
3.
|
I
represent that I have made no assignment or transfer of any right, claim,
demand, cause of action, or other matter covered by paragraph 2
above.
|
4.
|
I
agree that this General Release does not waive or release any rights or
claims that I may have under the Age Discrimination in Employment Act of
1967 which arise after the date I execute this General Release. I
acknowledge and agree that my engagement and employment by, and separation
from employment with the Company in compliance with the terms of the
Agreement shall not serve as the basis for any claim or action (including,
without limitation, any claim under the Age Discrimination in Employment
Act of 1967).
|
5.
|
In
signing this General Release, I acknowledge and intend that it shall be
effective as a bar to each and every one of the Claims hereinabove
mentioned or implied. I expressly consent that this General Release shall
be given full force and effect according to each and all of its express
terms and provisions, including those
relating
|
|
to
unknown and unsuspected Claims (notwithstanding any state statute that
expressly limits the effectiveness of a general release of unknown,
unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and
agree that this waiver is an essential and material term of this General
Release and that without such waiver the Company would not have agreed to
make any payments pursuant to the terms of
Sections
4(b)(i)
(3)
,
4(b)(i)
(4)
and
4(b)(i)
(5)
of the
Agreement. I further agree that in the event I should bring a
Claim seeking damages against the Company or any other Released Party, or
in the event I should seek to recover against the Company or any other
Released Party in any Claim brought by a governmental agency on my behalf,
this General Release shall serve as a complete defense to such Claims. I
further agree that I am not aware of any pending charge or complaint of
the type described in paragraph 2 as of the execution of this General
Release.
|
6.
|
I
agree that neither this General Release, nor the furnishing of the
consideration for this General Release, shall be deemed or construed at
any time to be an admission by the Company, any Released Party or myself
of any improper or unlawful
conduct.
|
7.
|
I
agree that I will forfeit all amounts payable by the Company pursuant to
Sections
4(b)(i)
(3)
,
4(b)(i)
(4)
and
4(b)(i)
(5)
of the
Agreement if I challenge the validity of this General
Release. I also agree that if I violate this General Release by
suing the Company or the other Released Parties, I will return all
severance payments received by me pursuant to
Sections
4(b)(i)
(3)
,
4(b)(i)
(4)
and
4(b)(i)
(5)
of the
Agreement.
|
8.
|
I
agree that this General Release is confidential and agree not to disclose
any information regarding the terms of this General Release, except to my
immediate family and any tax, legal or other advisor I have consulted
regarding the meaning or effect hereof or as required by law, and I will
instruct each of the foregoing not to disclose the same to
anyone.
|
9.
|
Any
non-disclosure provision in this General Release does not prohibit or
restrict me (or my attorney) from responding to any inquiry about this
General Release or its underlying facts and circumstances by the
Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or
governmental entity.
|
10.
|
I
agree that, as of the date hereof, I have returned to the Company any and
all property, tangible or intangible, relating to its business, which I
possessed or had control over at any time (including, but not limited to,
company-provided credit cards, building or office access cards, keys,
computer equipment, manuals, files, documents, records, software, customer
data base and other data) and that I shall not retain any copies,
compilations, extracts, excerpts, summaries or other notes of any such
manuals, files, documents, records, software, customer data base or other
data other than such documents as are generally or publicly known;
provided
, that
such documents are not known as a result of my breach or actions in
violation of the Agreement or this General
Release.
|
11.
|
Notwithstanding
anything in this General Release to the contrary, this General Release
shall not relinquish, diminish, or in any way affect any rights or claims
arising out of any breach by the Company or by any Released Party of the
Agreement after the date hereof or any other rights or claims I may have
against the Company or any Released Party arising after the date
hereof.
|
12.
|
Whenever
possible, each provision of this General Release shall be interpreted in
such manner as to be effective and valid under applicable law, but if any
provision of this General Release is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General
Release shall be reformed, construed and enforced in such jurisdiction as
if such invalid, illegal or unenforceable provision had never been
contained herein.
|
13.
|
(i) | I HAVE READ IT CAREFULLY; |
(ii)
|
I
UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF
1964, AS AMENDED; THE EQUAL PAY ACT OF 1963 AND THE AMERICANS WITH
DISABILITIES ACT OF 1990;
|
(iii)
|
I
VOLUNTARILY CONSENT TO EVERYTHING IN
IT;
|
(iv)
|
I
HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I
HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT
TO DO SO OF MY OWN VOLITION;
|
(v)
|
I
HAVE HAD AT LEAST 21 DAYS (OR 45 DAYS, AS REQUIRED BY LAW) FROM THE DATE
OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON
_______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE
_______________ __, _____ VERSION OF THIS RELEASE ARE NOT MATERIAL AND
WILL NOT RESTART THE REQUIRED 21-DAY (OR 45-DAY, AS APPLICABLE)
PERIOD;
|
(vi)
|
ANY
CHANGES TO THE AGREEMENT SINCE
[_______, 200_]
EITHER
ARE NOT MATERIAL OR WERE MADE AT MY
REQUEST.
|
(vii)
|
I
UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT NOTICE OF ANY SUCH
REVOCATION HAVING BEEN RECEIVED BY THE
COMPANY;
|
(viii)
|
I
HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE
ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
AND
|
(ix)
|
I
AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
ME.
|
1.
|
I
have reviewed this quarterly Report on Form 10-Q of Burlington Coat
Factory Investments Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant
and have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
c)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
April 15, 2008
|
/s/
Mark A. Nesci
|
Mark
A. Nesci
|
President
and Principal Executive Officer
|
1.
|
I
have reviewed this quarterly Report on Form 10-Q of Burlington Coat
Factory Investments Holdings, Inc.;
|
2.
|
Based
on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
|
3.
|
Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this
report;
|
4.
|
The
registrant’s other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
|
a)
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being
prepared;
|
b)
|
Evaluated
the effectiveness of the registrant’s disclosure controls and procedures
and presented in this report our conclusions about the effectiveness of
the disclosure controls and procedures, as of the end of the period
covered by this report based on such evaluation;
and
|
c)
|
Disclosed
in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial
reporting; and
|
5.
|
The
registrant’s other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to
the registrant’s auditors and the audit committee of the registrant’s
board of directors (or persons performing the equivalent
functions):
|
a)
|
All
significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information;
and
|
b)
|
Any
fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant’s internal control
over financial reporting.
|
|
Date:
April 15, 2008
|
/s/
Todd Weyhrich
|
Todd
Weyhrich
|
Executive
Vice President & Chief Financial Officer
|
1.
|
The
Quarterly Report on Form 10-Q of the Company for the quarterly period
ended March 1, 2008 (the “Report”) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/
Mark A. Nesci
|
Mark
A. Nesci
|
President
and Chief Executive Officer
|
1.
|
The
Quarterly Report on Form 10-Q of the Company for the quarterly period
ended March 1, 2008 (the “Report”) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
|
2.
|
The
information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the
Company.
|
/s/
Todd Weyhrich
|
Todd
Weyhrich
|
Executive
Vice President and Chief Financial Officer
|