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Burlington Stores, Inc.

For the period ended May 3, 2025. Filed May 30, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

May 3, 2025 · Filed May 30, 2025

BURL$257.17+4.2%Stored close · as of Nov 9, 2026

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Notes to Condensed Consolidated Financial Statements

May 3, 2025

  1. Summary of Significant Accounting Policies

Basis of Presentation

As of May 3, 2025, Burlington Stores, Inc., a Delaware corporation (collectively with its subsidiaries, the Company), through its indirect subsidiary Burlington Coat Factory Warehouse Corporation (BCFWC), operated 1,115 retail stores.

These unaudited Condensed Consolidated Financial Statements include the accounts of Burlington Stores, Inc. and its subsidiaries. All inter-company accounts and transactions have been eliminated in consolidation. The Condensed Consolidated Financial Statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for the fair presentation of the results of operations for the interim periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted. These Condensed Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025 (Fiscal 2024 10-K). The balance sheet at February 1, 2025 presented herein has been derived from the audited Consolidated Financial Statements contained in the Fiscal 2024 10-K. Because the Company’s business is seasonal in nature, the operating results for the three month period ended May 3, 2025 are not necessarily indicative of results for the fiscal year.

Accounting policies followed by the Company are described in Note 1, “Summary of Significant Accounting Policies,” included in Part II, Item 8 of the Fiscal 2024 10-K.

Fiscal Year

The Company defines its fiscal year as the 52 or 53-week period ending on the Saturday closest to January 31. Fiscal 2025 is defined as the 52-week year ending January 31, 2026, and Fiscal 2024 is defined as the 52-week year ended February 1, 2025. The first quarters of Fiscal 2025 and Fiscal 2024 each consist of 13 weeks.

Segment Information

The Company reports segment information in accordance with ASC Topic No. 280 “Segment Reporting,” and hasone reportable segment. The Company derives all revenue in the United States and manages its business activities on a consolidated basis.

The Company is an off-price retailer that derives revenues from customers by providing a complete line of value-priced apparel, including: women’s ready-to-wear apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats. The Company’s chief operating decision maker (CODM) is the Chief Executive Officer of the Company.

The CODM assesses performance for the segment and decides how to allocate resources based on net income that also is reported on the Condensed Consolidated Statements of Income. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as total assets. Net income is used to monitor budget versus actual results, as well as actual results compared to the prior period. These comparisons are used in assessing performance of the segment and in establishing management’s allocation of resources. Below is an extract of certain disaggregated expense information that is regularly provided to the CODM.

(in thousands)
Three Months Ended
May 3,May 4,
20252024
Total revenue$2,504,020$2,361,553
Cost of sales1,405,0911,330,726
Product sourcing costs196,800183,146
Other segment expenses (a)671,258642,080
Costs related to debt amendments112-
Depreciation and amortization91,78381,965
Impairment charges - long-lived assets5168,210
Other income - net(10,222)(10,862)
Interest expense15,81016,649
Income tax expense32,03931,125
Net income$100,833$78,514

(a)

The other segment expenses category includes store related costs, store payroll costs, corporate costs, marketing & strategy costs, and other store & selling expenses.

Recently Adopted Accounting Standards

There were no new accounting standards that had a material impact on the Company’s Condensed Consolidated Financial Statements and notes thereto during the three month period ended May 3, 2025.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topics 740): Improvements to Income Tax Disclosures" (ASU 2023-09) to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2024, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently evaluating the impact of ASU 2023-09 on its disclosures in the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of income statement expenses" (ASU 2024-03), which requires disaggregated disclosure of income statement expenses for public business entities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of ASU 2024-03 on its disclosures in the consolidated financial statements.

  1. Stockholders’ Equity

Activity forthe three month periods ended May 3, 2025 and May 4, 2024 in the Company’s stockholders’ equity is summarized below:

(in thousands, except share data)
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · Treasury Stock
SharesAmountCapitalEarningsIncomeSharesAmountTotal
Balance at February 1, 202582,805,353$8$2,237,579$1,487,703$42,522(19,520,968)$(2,397,316)$1,370,496
Net income———100,833———100,833
Stock options exercised20,536—2,766————2,766
Shares used for tax withholding—————(96,295)(22,347)(22,347)
Shares issued as part of convertible debt settlement57,1491(5)————(4)
Shares purchased as part of publicly announced program, inclusive of $0.6 million related to excise tax—————(445,285)(105,851)(105,851)
Vesting of restricted shares266,170———————
Stock based compensation——21,817————21,817
Unrealized losses on interest rate derivative contracts, net of related taxes of $4.5 million————(12,532)——(12,532)
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.1 million————(2,981)——(2,981)
Balance at May 3, 202583,149,20892,262,1571,588,53627,009(20,062,548)(2,525,514)1,352,197
(in thousands, except share data)
Common Stock · AdditionalPaid-in · Accumulated · AccumulatedOtherComprehensive · Treasury Stock
SharesAmountCapitalEarningsIncomeSharesAmountTotal
Balance at February 3, 202482,399,577$8$2,118,356$984,064$33,533(18,435,206)$(2,139,029)$996,932
Net income———78,514———78,514
Stock options exercised55,688—8,472————8,472
Shares used for tax withholding—————(63,407)(12,222)(12,222)
Shares purchased as part of publicly announced program, inclusive of $0.4 million related to excise tax—————(312,238)(63,769)(63,769)
Vesting of restricted shares181,607———————
Stock based compensation——19,107————19,107
Unrealized gains on interest rate derivative contracts, net of related taxes of $2.8 million————7,735——7,735
Amount reclassified from accumulated other comprehensive income into earnings, net of related taxes of $1.2 million————(3,343)——(3,343)
Balance at May 4, 202482,636,87282,145,9351,062,57837,925(18,810,851)(2,215,020)1,031,426
  1. Lease Commitments

The Company’s leases primarily consist of stores, distribution facilities and office space under operating and finance leases that will expire principally during the next 30 years. The leases typically include renewal options atfive-year intervals and escalation clauses. Lease renewals are only included in the lease liability to the extent that they are reasonably assured of being exercised. The Company’s leases typically provide for contingent rentals based on a percentage of gross sales. Contingent rentals are not included in the lease liability, and they are recognized as variable lease cost when incurred.

The following is a schedule of the Company’s future lease payments:

(in thousands)
Fiscal Year · OperatingLeases · FinanceLeases
2025 (remainder)$440,2292,655
2026663,4573,640
2027636,5193,640
2028594,2083,447
2029527,6882,104
Thereafter1,841,70218,683
Total future minimum lease payments4,703,80334,169
Amount representing interest(1,026,327)(9,725)
Total lease liabilities3,677,47624,444
Less: current portion of lease liabilities(397,550)(2,304)
Total long term lease liabilities$3,279,926$22,140
Weighted average discount rate6.1%5.5%
Weighted average remaining lease term (years)7.911.9

The above schedule excludes approximately $493.1 million for 73 stores the Company has committed to open or relocate but has not yet taken possession of the space. The discount rates used in valuing the Company’s leases are not readily determinable, and are based on the Company’s incremental borrowing rate on a fully collateralized basis.

The following is a schedule of net lease costs for the periods indicated:

(in thousands)
Three Months Ended
May 3, 2025May 4, 2024
Finance lease cost:
Amortization of finance lease asset (a)$566$798
Interest on lease liabilities (b)337383
Operating lease cost (c)164,805151,180
Variable lease cost (c)67,66260,957
Total lease cost233,370213,318
Impairment (gain) on sale and leaseback transaction (d)(1,039)8,210
Less all rental income (e)(1,303)(1,379)
Total net rent expense (f)$231,028$220,149

(a)

Included in the line item “Depreciation and amortization” in the Company’s Condensed Consolidated Statements of Income.

(b)

Included in the line item “Interest expense” in the Company’s Condensed Consolidated Statements of Income.

(c)

Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. Variable lease cost is primarily comprised of real estate taxes, common area maintenance, insurance and percentage rent.

(d)

Impairment included in the line item "Impairment charges - long-lived assets" and gain included in line item “Other income - net” in the Company’s Condensed Consolidated Statements of Income.

(e)

Included in the line item “Other revenue” in the Company’s Condensed Consolidated Statements of Income.

(f)

Excludes an immaterial amount of short-term lease cost.

Supplemental cash flow disclosures related to leases are as follows:

(in thousands)
Three Months Ended
May 3, 2025May 4, 2024
Cash paid for amounts included in the measurement of lease liabilities:
Cash payments arising from operating lease liabilities (a)$166,807$155,077
Cash payments for the principal portion of finance lease liabilities (b)$536$884
Cash payments for the interest portion of finance lease liabilities (a)$337$383
Supplemental non-cash information:
Operating lease liabilities arising from obtaining right-of-use assets$141,257$141,534

(a)

Included within operating activities in the Company’s Condensed Consolidated Statements of Cash Flows.

(b)

Included within financing activities in the Company’s Condensed Consolidated Statements of Cash Flows.

  1. Long Term Debt

Long term debt consists of:

(in thousands)
May 3,February 1,May 4,
202520252024
Senior secured term loan facility, adjusted SOFR (with a floor of 0.00%) plus 1.75%, matures on September 24, 2031$1,236,105$1,238,921$931,185
Convertible senior notes, 2.25%, matured on April 15, 2025—156,155156,155
Convertible senior notes, 1.25%, matures on December 15, 2027297,069297,069297,069
ABL senior secured revolving facility, SOFR plus spread based on average outstanding balance, matures on December 22, 2026100,000——
Finance lease obligations24,44424,98027,317
Unamortized deferred financing costs(5,741)(6,316)(6,426)
Total debt1,651,8771,710,8091,405,300
Less: current maturities(14,804)(170,891)(168,642)
Long term debt, net of current maturities$1,637,073$1,539,918$1,236,658

Term Loan Facility

BCFWC and certain of its subsidiaries and holding companies are party to a Credit Agreement (as amended, supplemented and otherwise modified, the Term Loan Facility) that provides for term loans in an aggregate principal amount as of May 3, 2025 of $1,243.8 million maturing on September 24, 2031.

On September 24, 2024, the Company entered into an amendment to the Term Loan Facility (the "Amendment"), which among other things, (i) refinanced the outstanding $933 million principal amount of Term B-6 Loans with Term B-7 Loans in an aggregate principal amount of $1,250 million, which includes incremental term loans in an aggregate principal amount of $317 million, (ii) extended the maturity date from June 24, 2028 to September 24, 2031, and (iii) reduced the interest rate margins applicable to the Company’s term loan facility from 1.00% to 0.75%, in the case of prime rate loans, and from 2.00% to 1.75%, in the case of SOFR loans, with a 0.00% SOFR floor, and removed the SOFR adjustment. The Term B-7 Loans were issued with an original issue discount of 99.5.

The Term Loan Facility is collateralized by a first lien on BCFWC’s and each guarantor’s equity interests, equipment, intellectual property, and certain favorable leases and real estate, and certain related assets and proceeds thereof (subject to certain exceptions), and a second lien on BCFWC’s and each guarantor’s other assets and proceeds thereof (subject to certain exceptions).

At May 3, 2025 and May 4, 2024, the Company’s borrowing rate related to the Term Loan Facility, exclusive of the impact of interest rate swaps, was 6.1% and 7.4%, respectively.

2025 Convertible Notes

On April 16, 2020, the Company issued its 2025 Convertible Notes. The 2025 Convertible Notes are general unsecured obligations of the Company. The 2025 Convertible Notes bear interest at a rate of 2.25% per year, payable semi-annually in cash, in arrears, on April 15 and October 15 of each year.

The 2025 Convertible Notes matured on April 15, 2025. Prior to maturity, holders of the 2025 Convertible Notes submitted conversion notices with respect to approximately $155.5 million aggregate principal amount of the 2025 Convertible Notes. On the conversion settlement date, the Company paid to the converting holders the aggregate principal amount of 2025 Convertible Notes subject to conversion, and issued and delivered to such holders 57,149 shares of common stock, in respect of the remainder of its conversion obligation in excess of such aggregate principal amount. At maturity, the Company paid in cash the principal balance of and related accrued and unpaid interest on the 2025 Convertible Notes not previously converted. There wasno resulting debt extinguishment charge from this transaction.

2027 Convertible Notes

On September 12, 2023, the Company closed the issuance of approximately $297.1 million aggregate principal amount of its 2027 Convertible Notes pursuant to separate, privately negotiated exchange and subscription agreements with a limited number of holders of its 2025 Convertible Notes and certain investors, in each case pursuant to exemptions from registration under the Securities Act of 1933. An aggregate of up to 1,422,568 shares of common stock may be issued upon conversion of the 2027 Convertible Notes, which number is subject to adjustment up to an aggregate of 1,911,372 shares following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, and which is also subject to certain anti-dilution adjustments.

The 2027 Convertible Notes bear interest at a rate of 1.25% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2023. The 2027 Convertible Notes will mature on December 15, 2027, unless earlier converted, redeemed or repurchased.

Prior to the close of business on the business day immediately preceding September 15, 2027, the 2027 Convertible Notes will be convertible at the option of the holders only upon the occurrence of certain events and during certain periods. Thereafter, the 2027 Convertible Notes will be convertible at the option of the holders at any time until the close of business on the second scheduled trading day immediately preceding the maturity date of December 15, 2027. The 2027 Convertible Notes have an initial conversion rate of 4.8560 shares per $1,000 principal amount of 2027 Convertible Notes (equivalent to an initial conversion price of approximately $205.93 per share of the Company’s common stock), subject to adjustment if certain events occur. The initial conversion price represents a conversion premium of approximately 32.50% over $155.42 pershare, the last reported sale price of the Company’s common stock on September 7, 2023 on The New York Stock Exchange. Upon conversion, the Company will pay cash for the aggregate principal amount of 2027 Convertible Notes being converted, and pay (and deliver, if applicable) cash, shares of the

Company’scommon stock or a combination thereof, at its election, in respect of the remainder (if any) of the Company’s conversion obligation in excess of such aggregate principal amount. The Company will not be able to redeem the 2027 Convertible Notes prior to December 20, 2025. On or after December 20, 2025 and prior to the 21st scheduled trading day immediately preceding December 15, 2027, the Company will be able to redeem for cash all or any portion of the 2027 Convertible Notes, at its option, if the last reported sale price of the Company’s common stock is equal to or greater than 130% of the conversion price for a specified period of time, at a redemption price equal to 100% of the aggregate principal amount of the 2027 Convertible Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

If the Company undergoes a fundamental change, subject to certain conditions, holders of the 2027 Convertible Notes may require the Company to repurchase for cash all or any portion of their 2027 New Convertible Notes. The fundamental change repurchase price will be 100% of the aggregate principal amount of the 2027 Convertible Notes to be repurchased plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The effective interest rate is 1.7%.

ABL Line of Credit

BCFWC and certain of its subsidiaries and holding companies are party to a Second Amended and Restated Credit Agreement (as amended, supplemented and otherwise modified, the ABL Line of Credit) that provides for $900.0 million of revolving commitments (subject to a borrowing base limitation) maturing on December 22, 2026, and, subject to the satisfaction of certain conditions, BCFWC can increase the aggregate amount of commitments up to $1,200 million. The interest rate margin applicable under the ABL Line of Credit is 1.125% to 1.375% in the case of a daily SOFR rate or a term SOFR rate (in each case, plus a credit spread adjustment of 0.10%), and 0.125% to 0.375% in the case of a prime rate, depending on the average daily availability of the lesser of (a) the total commitments or (b) the borrowing base. The ABL Line of Credit is collateralized by a first priority lien on BCFWC’s and each guarantor's inventory, receivables, bank accounts, and certain related assets and proceeds thereof (subject to certain exceptions), and a second priority lien on BCFWC’s and each guarantor's other assets and proceeds thereof (other than real estate and subject to certain exceptions).

On May 4, 2024, the Company had $779.1 million available under the ABL Line of Credit. There wereno borrowings under the ABL Line of Credit duringthe three month period ended May 4, 2024.

On May 3, 2025, the Company had $748.2 million available under the ABL Line of Credit and borrowings of $100.0 million.

  1. Derivative Instruments and Hedging Activities

The Company accounts for derivatives and hedging activities in accordance with ASC 815, “Derivatives and Hedging” (ASC 815). As required by ASC 815, the Company records all derivatives on the balance sheet at fair value and adjusts to market on a quarterly basis. In addition, to comply with the provisions of ASC 820, “Fair Value Measurements” (ASC 820), credit valuation adjustments, which consider the impact of any credit enhancements to the contracts, are incorporated in the fair values to account for potential nonperformance risk. In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered any applicable credit enhancements such as collateral postings, thresholds, mutual puts, and guarantees. In accordance with ASC 820, the Company made an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. There is no impact of netting, because the Company has only one derivative. The Company classifies its derivative valuations in Level 2 of the fair value hierarchy.

On September 27, 2024, the Company terminated the previous $450 million interest rate swap, and entered into a new interest rate swap in the notional amount of $500 million with a blended interest rate of 2.83%. On this same date, the Company also entered into a new interest rate swap for $300 million with an interest rate of 3.37%. These interest rate swap agreements are designated as cash flow hedges.

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish these objectives, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.

As of May 3, 2025, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk:

Interest Rate DerivativeNumber ofInstrumentsNotional Aggregate Principal AmountInterest Swap RateMaturity Date
Interest rate swap contractTwo$800.0 million2.83% - 3.37%September 24, 2031

Tabular Disclosure

The table below presents the fair value of the Company’s derivative financial instruments on a gross basis as well as their classification on the Company’s Condensed Consolidated Balance Sheets:

(in thousands)
Fair Values of Derivative Instruments
May 3, 2025February 1, 2025May 4, 2024
Derivatives Designated as Hedging InstrumentsBalanceSheetLocationFairValueBalanceSheetLocationFairValueBalanceSheetLocationFairValue
Interest rate swap contractsOther assets$26,079Other assets$45,699Other assets$36,079

The following table presents the unrealized gains and losses deferred to accumulated other comprehensive income resulting from the Company’s derivative financial instruments for each of the reporting periods.

(in thousands)
Three Months Ended
Interest Rate Derivatives:May 3, 2025May 4, 2024
Unrealized (losses) gains, before taxes$(17,071)$10,573
Income tax benefit (expense)4,539(2,838)
Unrealized (losses) gains, net of taxes$(12,532)$7,735

The following table presents information about the reclassification of gains and losses from accumulated other comprehensive income into earnings related to the Company’s derivative instruments for each of the reporting periods.

(in thousands)
Three Months Ended
Component of Earnings:May 3, 2025May 4, 2024
Interest benefit$(4,064)$(4,563)
Income tax expense1,0831,220
Net reclassification into earnings$(2,981)$(3,343)

The Company estimates that approximately $12.2 million will be reclassified from accumulated other comprehensive income as a reduction to interest expense during the next twelve months.

  1. Fair Value Measurements

The Company accounts for fair value measurements in accordance with ASC 820, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurements. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price), and classifies the inputs used to measure fair value into the following hierarchy:

Level 1: Quoted prices for identical assets or liabilities in active markets.

Level 2: Quoted market prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3: Pricing inputs that are unobservable for the assets and liabilities and include situations where there is little, if any, market activity for the assets and liabilities.

The inputs into the determination of fair value require significant management judgment or estimation.

The carrying amounts of cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term nature of these instruments.

Refer to Note 5, “Derivative Instruments and Hedging Activities,” for further discussion regarding the fair value of the Company’s interest rate swap contract.

Financial Assets

The fair values of the Company’s financial assets and the hierarchy of the level of inputs as of May 3, 2025, February 1, 2025 and May 4, 2024 are summarized below:

(in thousands)
Fair Value Measurements at
May 3,February 1,May 4,
202520252024
Cash equivalents$348$728,443$313,077

Long-lived assets are measured at fair value on a non-recurring basis for purposes of calculating impairment using the fair value hierarchy of ASC 820. The fair value of the Company’s long-lived assets is calculated using a discounted cash-flow model that used level 3 inputs. In calculating future cash flows, the Company makes estimates regarding future operating results and market rent rates, based on its experience and knowledge of market factors in which the retail location is located.

Impairment charges on long-lived assets were $0.5 million during the first quarter of Fiscal 2025, related to unrecoverable assets atthree underperforming stores andthree relocating stores, as well as lease asset impairment charges related toone of those stores. Impairment charges on long-lived assets were $8.2 million during the first quarter of Fiscal 2024, related to a sale-leaseback transaction atone owned store sold below net carrying value.

During the three months ended May 3, 2025 and the three months ended May 4, 2024, the assets impaired had a remaining carrying value after impairments of $15.0 million and $9.8 million, respectively.

Financial Liabilities

The fair values of the Company’s financial liabilities are summarized below:

(in thousands)
May 3, 2025February 1, 2025May 4, 2024
PrincipalAmountFairValuePrincipalAmountFairValuePrincipalAmountFairValue
Term Loan Facility$1,243,750$1,228,203$1,246,875$1,250,965$934,976$936,341
2025 Convertible Notes——156,155202,852156,155164,273
2027 Convertible Notes297,069390,199297,069444,674297,069329,346
ABL Line of Credit (a)100,000100,000————
Total debt (b)$1,640,819$1,718,402$1,700,099$1,898,491$1,388,200$1,429,960

(a)

To the extent the Company has any outstanding borrowings under the ABL Line of Credit, the fair value would approximate its reported value, because the interest rate is variable and reflects current market rates, due to its short term nature.

(b)

The table above excludes finance lease obligations, debt discount and deferred debt costs.

The fair values presented herein are based on pertinent information available to management as of the respective period end dates. The estimated fair values of the Company’s debt are classified as Level 2 in the fair value hierarchy, and are based on current market quotes received from inactive markets.

  1. Income Taxes

Income tax expense was $32.0 million duringthe first quarter of Fiscal 2025 compared with $31.1 million duringthe first quarter of Fiscal 2024. The effective tax rate for the first quarter of Fiscal 2025 was 24.1% compared with 28.4% duringthe first quarter of Fiscal 2024. The increase in income tax expense is primarily driven by higher pre-tax income, while the decrease in the effective tax rate is mainly attributable to the tax benefit from stock-based compensation.

Net deferred taxes are as follows:

(in thousands)
May 3,February 1,May 4,
202520252024
Deferred tax asset$2,248$2,248$2,313
Deferred tax liability249,756259,261240,609
Net deferred tax liability$247,508$257,013$238,296

Net deferred tax assets relate to Puerto Rico deferred balances that have a future net benefit for tax purposes. Net deferred tax liabilities primarily relate to intangible assets and depreciation expense where the Company has a future obligation for tax purposes.

As of May 3, 2025, the Company has a deferred tax asset related to net operating losses of $4.5 million, inclusive of $4.1 million of state net operating losses which will expire at various dates between fiscal 2026 and fiscal 2040 and $0.4 million from Puerto Rico net operating losses set to expire by the end of fiscal 2025 if not utilized.

As of May 3, 2025, the Company had tax credit carry-forwards totaling $8.7 million, inclusive of $6.0 million in foreign tax credits, which will begin to expire in fiscal 2033 and $2.7 million in state tax credit carry-forwards, set to expire by the end of fiscal 2025 if not utilized.

As of May 3, 2025, February 1, 2025 and May 4, 2024, valuation allowances totaled $9.3 million, $8.9 million, and $10.0 million, respectively. These allowances relate to state and Puerto Rico net operating losses, as well as state and foreign tax credit carry-forwards. The Company believes it is more likely than not that this portion of the deferred tax assets will not be realized.

  1. Capital Stock

Treasury Stock

The Company accounts for treasury stock under the cost method.

Shares Used to Satisfy Tax Withholding

During the three month period ended May 3, 2025, the Company acquired 96,295 shares of common stock from employees for approximately $22.3 million to satisfy their minimum statutory tax withholdings related to the vesting of restricted stock unit awards, which was recorded in the line item “Treasury stock, at cost” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated Statements of Cash Flows.

Share Repurchase Program

On August 15, 2023, the Company's Board of Directors authorized the repurchase of up to an additional $500 million of common stock, which is authorized to be executed through August 2025.

Subsequent to the end of the first quarter of Fiscal 2025, the Company's Board of Directors authorized the repurchase of up to an additional $500.0 million of common stock, which is authorized to be executed through May 2027. This was authorized on May 20, 2025.

During the three month period ended May 3, 2025, the Company repurchased 445,285 shares of common stock for $105.2 million under its repurchase program, which was recorded in the line item “Treasury stock, at cost” on the Company’s Condensed Consolidated Balance Sheets, and the line item “Purchase of treasury shares” on the Company’s Condensed Consolidated Statements of Cash Flows. As of May 3, 2025, the Company had an aggregate of$157.9 million remaining under its share repurchase authorizations.

  1. Net Income Per Share

Basicnet income per share is calculated by dividing net income by the weighted-average number of common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average number of common shares and potentially dilutive securities outstanding during the period using the treasury stock method for the Company’s stock-based compensation grants and the if-converted method for the 2025 Convertible Notes and the 2027 Convertible Notes. The following table presents the computation of basic and diluted net income per share:

(in thousands, except per share data)
Three Months Ended
May 3,May 4,
20252024
Basic net income per share
Net income$100,833$78,514
Weighted average number of common shares – basic63,08863,871
Net income per common share – basic$1.60$1.23
Diluted net income per share
Net income$100,833$78,514
Shares for basic and diluted net income per share:
Weighted average number of common shares – basic63,08863,871
Assumed exercise of stock options and vesting of restricted stock660396
Assumed conversion of convertible debt257—
Weighted average number of common shares – diluted64,00564,267
Net income per common share – diluted$1.58$1.22

Approximately 208,000 shares of the Company’s stock-based compensation grants were excluded from diluted net income per share forthe three month period ended May 3, 2025, since their effect was anti-dilutive.

Approximately 771,000 shares related to the Company’s stock-based compensation grants were excluded from diluted net income per share for the three month period ended May 4, 2024, since their effect was anti-dilutive.

  1. Stock Based Compensation

As of May 3, 2025, there were 2,977,207 shares of common stock available for issuance under the Company’s 2022 Omnibus Incentive Plan.

Subsequent to the end of the first quarter of Fiscal 2025, the Company’s stockholders approved an amendment to the 2022 Omnibus Incentive Plan. The amendment provides for an increase in the number of shares of Company common stock subject to the 2022 Omnibus Incentive Plan by 3,100,000. This was approved on May 20, 2025.

Non-cash stock compensation expense is as follows:

(in thousands)
Three Months Ended
May 3,May 4,
Type of Non-Cash Stock Compensation20252024
Restricted stock unit grants (a)$10,971$9,948
Stock option grants (a)4,9024,567
Performance stock unit grants (a)5,9444,592
Total (b)$21,817$19,107

(a)

Included in the line item “Selling, general and administrative expenses” in the Company’s Condensed Consolidated Statements of Income. Beginning on May 1, 2025, the Companyno longer grants stock options under the 2022 Omnibus Incentive Plan.

(b)

The amounts presented in the table above exclude taxes. Forthe three month period ended May 3, 2025, the tax benefit related to the Company’s non-cash stock compensation was approximately $4.2 million. Forthe three month period ended May 4, 2024, the tax benefit related to the Company’s non-cash stock compensation was approximately $3.6 million.

Stock Options

Stock option transactions duringthe three month period ended May 3, 2025 are summarized as follows:

Number ofSharesWeightedAverageExercisePrice PerShare
Options outstanding, February 1, 20251,456,342$196.77
Options granted589273.66
Options exercised (a)(20,536)134.71
Options forfeited(15,288)202.07
Options outstanding, May 3, 20251,421,107197.64

(a)

Options exercised duringthe three month period ended May 3, 2025 had a total intrinsic value of $2.2 million.

The following table summarizes information about the stock options vested and expected to vest during the contractual term of such options as of May 3, 2025:

OptionsWeightedAverageRemainingContractualLife (Years)WeightedAverageExercisePriceAggregate IntrinsicValue (in millions)
Options vested and expected to vest1,421,1076.7$197.64$66.7
Options exercisable919,4935.9$204.03$41.0

The fair value of each stock option granted duringthe three month period ended May 3, 2025 was estimated using the Black Scholes option pricing model using the following assumptions on a weighted average basis:

Three Months Ended
May 3,
Risk-free interest rate4.3%
Expected volatility42.3%
Expected life (years)4.0
Contractual life (years)10.0
Expected dividend yield0.0%
Grant date fair value of options issued$106.01

The expected dividend yield was based on the Company’s expectation of not paying dividends in the near term. To evaluate its volatility factor, the Company uses the historical volatility of its stock price over the expected life of the options. The risk free interest rate was based on the U.S. Treasury rates for U.S. Treasury zero-coupon bonds with maturities similar to those of the expected term of the awards being valued. The expected life of the options was estimated using historical exercise rates.

Restricted Stock Units

Restricted stock unit transactions duringthe three month period ended May 3, 2025 are summarized as follows:

Number ofSharesWeightedAverage GrantDate FairValue PerAward
Non-vested awards outstanding, February 1, 2025653,406$190.83
Awards granted302,677228.10
Awards vested (a)(166,782)204.60
Awards forfeited(13,822)192.76
Non-vested awards outstanding, May 3, 2025775,479202.38

(a)

Restricted stock unit awards vested duringthe three month period ended May 3, 2025 had a total intrinsic value of $38.7 million.

The fair value of each share of restricted stock granted during the three month period ended May 3, 2025 was based upon the closing price of the Company’s common stock on the grant date.

Performance Stock Units

The Company grants performance-based restricted stock units to its senior executives. Vesting of the performance stock units granted in Fiscal 2022 through Fiscal 2025 are based on continued service and the achievement of specified pre-established adjusted net income per share growth over a three-year performance period, as applicable for each grant. Based on the Company’s achievement of these goals, each award may be earned up to 200% of the target award. In the event that actual performance is below threshold, no award will be made. Compensation costs recognized on the performance stock units are adjusted, as applicable, for performance above or below the target specified in the award.

Performance stock unit transactions duringthe three month period ended May 3, 2025 are summarized as follows:

Number ofSharesWeightedAverage GrantDate FairValue PerAward
Non-vested awards outstanding, February 1, 2025292,870$188.37
Awards granted170,488225.02
Awards vested (a)(99,388)207.29
Awards forfeited(1,584)187.13
Non-vested awards outstanding, May 3, 2025362,386200.43

(a)

Performance-based stock awards vested duringthe three month period ended May 3, 2025 had a total intrinsic value of $23.3 million.

  1. Commitments and Contingencies

Legal

In the course of business, the Company is party to class or collective actions alleging violations of federal and state wage and hour and other labor statutes, representative claims under the California Private Attorneys’ General Act and various other lawsuits and regulatory proceedings from time to time including, among others, commercial, product, employee, customer, intellectual property, privacy and other claims. Actions against us are in various procedural stages. Many of these proceedings raise factual and legal issues and are subject to uncertainties. While no assurance can be given as to the ultimate outcome of these matters, the Company believes that the final resolution of these actions will not have a material adverse effect on the Company’s results of operations, financial position, liquidity or capital resources.

Letters of Credit

The Company had letters of credit arrangements with various banks in the aggregate amount of $51.8 million, $52.5 million and $77.3 million as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively. Among these arrangements, as of May 3, 2025, February 1, 2025 and May 4, 2024, the Company had letters of credit outstanding in the amount of $51.8 million, $51.9 million and $77.3 million, respectively, guaranteeing performance under various lease agreements, insurance contracts, and utility agreements. In addition, the Company had outstanding letters of credit arrangements in the amount of less than $0.1 million and $0.6 million at May 3, 2025 and February 1, 2025, respectively, related to certain merchandising agreements, andnone at May 4, 2024. Based on the terms of the agreement governing the ABL Line of Credit, the Company had the ability to enter into letters of credit up to $148.2 million, $147.5 million and $160.2 million as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively.

Purchase Commitments

The Company had $1,980.1 million of purchase commitments related to goods that were not received as of May 3, 2025.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.