Burlington Stores · Earnings release · 8-K Exhibit 99

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Burlington Stores, Inc. Reports Second Quarter 2025 Earnings

o

Total sales increased 10% on top of 13% last year

o

Comparable store sales increased 5% on top of 5% last year

o

Net income was $94 million, and diluted EPS was $1.47

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T1Excluding certain expenses associated with bankruptcy acquired leases:

▪

Adjusted EBIT margin increased 120 basis points

▪

Adjusted EPS increased 39% to $1.72

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Increasing full year adjusted EPS guidance to $9.19 to $9.59; guidance excludes anticipated expenses associated with bankruptcy acquired leases

BURLINGTON, New Jersey; August 28, 2025 — Burlington Stores, Inc. (NYSE: BURL), a nationally recognized off-price retailer of high-quality, branded apparel, footwear, accessories, and merchandise for the home at everyday low prices, today announced its results for the second quarter ended August 2, 2025.

Michael O’Sullivan, CEO, stated, “We are pleased with our exceptional performance in the second quarter. T2Comparable store sales increased 5%, which was on top of 5% comparable store sales growth in the second quarter of last year. We also saw very strong margin and earnings performance. T3Adjusted EBIT Margin increased 120 basis points, while Adjusted EPS grew 39% versus the second quarter of last year. This was a high-quality earnings beat driven by ahead of plan sales, higher merchandise margin, lower freight expense and leverage on SG&A expenses.”

Mr. O’Sullivan continued, “T4Given the strength of the second quarter, we are raising our full year earnings guidance. As for sales, consistent with our off-price playbook, we are maintaining our previously issued guidance for 0% to 2% comp growth in the third and fourth quarters. The third quarter is off to a solid start, and as is our practice, we will manage our business conservatively and be ready to chase.”

Mr. O’Sullivan went on, “We see a clear link between our very strong second quarter sales and earnings results and the key Burlington 2.0 strategies. We are excited because these initiatives are in the early stages of their potential impact, which we believe will grow over time and will drive our longer-term performance.”

Fiscal 2025 Second Quarter Operating Results

•

Total sales increased 10% compared to the second quarter of Fiscal 2024 to $2,701 million, while comparable store sales increased 5% compared to the second quarter of Fiscal 2024.

•

Gross margin rate as a percentage of net sales was 43.7% vs. 42.8% for the second quarter of Fiscal 2024, an increase of 90 basis points. Merchandise margin expanded 60 basis points, driven by lower shortage and reduced markdowns, while freight expense improved 30 basis points as a percentage of net sales.

•

Product sourcing costs, which are included in selling, general and administrative expenses (SG&A), were $209 million vs. $191 million in the second quarter of 2024. Product sourcing costs include the costs of processing goods through our supply chain and buying costs.

•

SG&A was 35.2% as a percentage of net sales vs 35.1% in the second quarter of Fiscal 2024, increasing by 10 basis points. Adjusted SG&A, excluding $11 million and $3 million of expenses, respectively, associated with bankruptcy acquired leases, was 26.7% as a percentage of net sales vs. 27.0% in the second quarter of Fiscal 2024.

•

The effective tax rate was 26.0% vs. 26.0% in the second quarter of Fiscal 2024. The Adjusted Effective Tax Rate was 26.0% vs. 26.0% in the second quarter of Fiscal 2024.

•

Net income was $94 million, or $1.47 per share vs. $74 million, or $1.15 per share for the second quarter of Fiscal 2024. Adjusted Net Income was $110 million, or $1.72 per share, vs. $80 million, or $1.24 per share for the second quarter of Fiscal 2024, excluding $8 million and $2 million of expenses, respectively, net of tax, associated with bankruptcy acquired leases.

•

Diluted weighted average shares outstanding amounted to 63.9 million during the quarter compared with 64.3 million during the second quarter of Fiscal 2024.

•

Adjusted EBITDA was $257 million vs. $205 million in the second quarter of Fiscal 2024, excluding $11 million and $3 million, respectively, of expenses associated with bankruptcy acquired leases, an increase of 120 basis points as a percentage of sales. Adjusted EBIT was $162 million vs. $118 million in the second quarter of Fiscal 2024, excluding $11 million and $3 million of expenses, respectively, associated with bankruptcy acquired leases, an increase of 120 basis points as a percentage of sales.

First Six Months of Fiscal 2025 Results

•

Total sales increased 8% compared to the first six months of Fiscal 2024. Net income increased 28% compared to the same period in Fiscal 2024 to $195 million, or $3.05 per share vs. $2.37 per share in the prior period. Adjusted EBIT, excluding $17 million and $9 million, respectively, of expenses associated with bankruptcy acquired leases, was $314 million vs. $254 million in the first six months of Fiscal 2024, an increase of 80 basis points as a percentage of sales. Adjusted Net Income, excluding $12 million and $7 million, respectively, of expenses, net of tax, associated with bankruptcy acquired leases, was $217 million, or $3.39 per share, vs. $171 million, or $2.66 per share for the first six months of Fiscal 2024.

Inventory

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Merchandise inventories were $1,415 million vs. $1,223 million at the end of the second quarter of Fiscal 2024, a 16% increase, while comparable store inventories decreased 8% compared to the second quarter of Fiscal 2024. T5Reserve inventory was 50% of total inventory at the end of the second quarter of Fiscal 2025 compared to 41% at the end of the second quarter of Fiscal 2024. Reserve inventory is largely composed of merchandise that is purchased opportunistically and that will be sent to stores in future months or next season.

Liquidity and Debt

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The Company ended the second quarter of Fiscal 2025 with $1,694 million in liquidity, comprised of $748 million in unrestricted cash and $946 million in availability on its ABL facility.

•

The Company ended the second quarter with $2,039 million in outstanding total debt, including $1,727 million on its Term Loan facility, $297 million in Convertible Notes, and no borrowings on its ABL facility.

2

Common Stock Repurchases

•

T6During the second quarter of Fiscal 2025, the Company repurchased 102,474 shares of its common stock under its share repurchase program for $26 million. As of the end of the second quarter of Fiscal 2025, the Company had $632 million remaining on its share repurchase program authorizations.

Outlook

For Fiscal Year 2025 (the 52-weeks ending January 31, 2026), the Company now expects:

•

Total sales to increase in the range of 7% to 8% on top of the 11% increase for the 52-weeks ended February 1, 2025; this assumes comparable store sales will increase in the range of 1% to 2%, on top of the 4% increase for the 52-weeks ended February 1, 2025;

•

T7Capital expenditures, net of landlord allowances, to be approximately $950 million;

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To open approximately 100 net new stores;

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Depreciation and amortization to be approximately $385 million;

•

Adjusted EBIT margin to increase in the range of 20 to 40 basis points versus the 52 weeks ended February 1, 2025; excludes $33 million of anticipated expenses associated with bankruptcy acquired leases in Fiscal 2025 and $16 million in Fiscal 2024;

•

Net interest expense to be approximately $50 million;

•

An Adjusted Effective Tax Rate of approximately 25%; and

•

Adjusted EPS in the range of $9.19 to $9.59, as compared to $8.35 of Adjusted EPS last year; excludes $25 million, net of tax, of anticipated expenses associated with bankruptcy acquired leases in Fiscal 2025 and $12 million in Fiscal 2024. This assumes a fully diluted share count of approximately 64 million shares.

For the third quarter of Fiscal 2025 (the 13-weeks ending November 1, 2025), the Company expects:

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Total sales to increase in the range of 5% to 7%; this assumes comparable store sales will increase in the range of 0% to 2% versus the third quarter of Fiscal 2024;

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Adjusted EBIT margin to range from down 20 basis points to flat versus the third quarter of Fiscal 2024; excludes approximately $10 million of anticipated expenses associated with bankruptcy acquired leases in the third quarter of Fiscal 2025 and none in the third quarter of Fiscal 2024;

•

An effective tax rate of approximately 25%; and

•

Adjusted EPS in the range of $1.50 to $1.60, as compared to $1.55 in Adjusted EPS last year; excludes $7 million of anticipated expenses, net of tax, associated with bankruptcy acquired leases in the third quarter of Fiscal 2025 and none in the third quarter of Fiscal 2024.

The Company has not presented a quantitative reconciliation of the forward-looking non-GAAP financial measures set out above to their most comparable GAAP financial measures because it would require the Company to create estimated ranges on a GAAP basis, which would entail unreasonable effort. Adjustments required to reconcile forward-looking non-GAAP measures cannot be predicted with reasonable certainty but may include, among others, costs related to debt amendments, loss on extinguishment of debt, and impairment charges, as well as the tax effect of such items. Some or all of those adjustments could be significant.

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Note Regarding Non-GAAP Financial Measures

The foregoing discussion of the Company’s operating results includes references to Adjusted SG&A, Adjusted EBITDA, Adjusted Net Income, Adjusted Earnings per Share (or Adjusted EPS), Adjusted EBIT (or Adjusted EBIT Margin), and Adjusted Effective Tax Rate. The Company believes these supplemental measures are useful in evaluating the performance of our business and provide greater transparency into our results of operations. In particular, we believe that excluding certain items that may vary substantially in frequency and magnitude from what we consider to be our core operating results are useful supplemental measures that assist investors and management in evaluating our ability to generate earnings and leverage sales, and to more readily compare core operating results between past and future periods. These non-GAAP financial measures are defined and reconciled to the most comparable GAAP measures later in this document.

Second Quarter 2025 Conference Call

The Company will hold a conference call on August 28, 2025, at 8:30 a.m. ET to discuss the Company’s second quarter results. The U.S. toll free dial-in for the conference call is 1-800-715-9871 (passcode: 6135700) and the international dial-in number is 1-646-307-1963. A live webcast of the conference call will also be available on the investor relations page of the company's website at www.burlingtoninvestors.com.

For those unable to participate in the conference call, a replay will be available after the conclusion of the call on August 28, 2025 beginning at 11:30 a.m. ET through September 4, 2025 11:59 p.m. ET. The U.S. toll-free replay dial-in number is 1-800-770-2030 and the international replay dial-in number is 1-609-800-9909. The replay passcode is 6135700.

About Burlington Stores, Inc.

Burlington Stores, Inc., headquartered in New Jersey, is a nationally recognized off-price retailer with Fiscal 2024 net sales of $10.6 billion. The Company is a Fortune 500 company and its common stock is traded on the New York Stock Exchange under the ticker symbol “BURL.” The Company operated 1,138 stores as of the end of the second quarter of Fiscal 2025, in 46 states, Washington D.C. and Puerto Rico, principally under the name Burlington Stores. The Company’s stores offer an extensive selection of in-season, high-quality branded merchandise at up to 60% off other retailers' prices, including fashion-focused women’s apparel, menswear, youth apparel, baby, beauty, footwear, accessories, home, toys, gifts and coats.

For more information about the Company, visit www.burlington.com.

Investor Relations Contacts:

David J. Glick

Daniel Delrosario

Info@BurlingtonInvestors.com

Allison Malkin

ICR, Inc.

Safe Harbor for Forward-Looking and Cautionary Statements

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This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this release, including those about the external environment, as well as statements describing our outlook for future periods, are forward-looking statements. Forward-looking statements discuss our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. We do not undertake to publicly update or revise our forward-looking statements, except as required by law, even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.

If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements. All forward-looking statements are subject to risks and uncertainties that may cause actual events or results to differ materially from those we expected, including general economic conditions, such as inflation, and the domestic and international political situation and the related impact on consumer confidence and spending; competitive factors, including the scale and potential consolidation of some of our competitors, rise of e-commerce spending, pricing and promotional activities of major competitors, and an increase in competition within the markets in which we compete; seasonal fluctuations in our net sales, operating income and inventory levels; the reduction in traffic to, or the closing of, the other destination retailers in the shopping areas where our stores are located; our ability to identify changing consumer preferences and demand; our ability to meet evolving regulatory requirements and stakeholder expectations regarding environmental, social or governance matters; extreme and/or unseasonable weather conditions caused by climate change or otherwise adversely impacting demand; effects of public health crises, epidemics or pandemics; our ability to sustain our growth plans or successfully implement our long-range strategic plans; our ability to execute our opportunistic buying and inventory management process; our ability to optimize our existing stores or maintain favorable lease terms; the availability, selection and purchasing of attractive brand name merchandise on favorable terms; our ability to attract, train and retain quality employees and temporary personnel in sufficient numbers; labor costs and our ability to manage a large workforce; the solvency of parties with whom we do business and their willingness to perform their obligations to us; import risks, including tax and trade policies, tariffs and government regulations; disruption in our distribution network; our ability to protect our information systems against service interruption, misappropriation of data, breaches of security, or other cyber-related attacks; risks related to the methods of payment we accept; the success of our advertising and marketing programs in generating sufficient levels of customer traffic and awareness; damage to our corporate reputation or brand; impact of potential loss of executives or other key personnel; our ability to comply with existing and changing laws, rules, regulations and local codes; lack of or insufficient insurance coverage; issues with merchandise safety and shrinkage; our ability to comply with increasingly rigorous privacy and data security regulations; impact of legal and regulatory proceedings relating to us; use of social media by us or by third parties at our direction in violation of applicable laws and regulations; our ability to generate sufficient cash to fund our operations and service our debt obligations; our ability to comply with covenants in our debt agreements; the consequences of the possible conversion of our convertible notes; our reliance on dividends, distributions and other payments, advance and transfers of funds from our subsidiaries to meet our obligations; the volatility of our stock price; the impact of the anti-takeover provisions in our governing documents; impact of potential shareholder activism; and each of the factors that may be described from time to time in our filings with the U.S.

Securities and Exchange Commission, including under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, and as further updated under the heading “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q. For each of these factors, the Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended.

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BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(unaudited)

(All amounts in thousands, except per share data)

Three Months Ended

Six Months Ended

August 2,

August 3,

August 2,

August 3,

REVENUES:

Net sales

$

$

$

$

Other revenue

Total revenue

COSTS AND EXPENSES:

Cost of sales

Selling, general and administrative expenses

Costs related to debt amendments

—

—

—

Depreciation and amortization

Impairment charges - long-lived assets

—

Other income - net

)

)

)

)

Interest expense

Total costs and expenses

Income before income tax expense

Income tax expense

Net income

$

$

$

$

Diluted net income per common share

$

$

$

$

Weighted average common shares - diluted

6

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(All amounts in thousands)

August 2,

February 1,

August 3,

ASSETS

Current assets:

Cash and cash equivalents

$

$

$

Accounts receivable—net

Merchandise inventories

Assets held for disposal

Prepaid and other current assets

Total current assets

Property and equipment—net

Operating lease assets

Goodwill and intangible assets—net

Deferred tax assets

Other assets

Total assets

$

$

$

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

$

$

$

Current operating lease liabilities

Other current liabilities

Current maturities of long term debt

Total current liabilities

Long term debt

Long term operating lease liabilities

Other liabilities

Deferred tax liabilities

Stockholders' equity

Total liabilities and stockholders' equity

$

$

$

7

BURLINGTON STORES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(All amounts in thousands)

Six Months Ended

August 2,

August 3,

OPERATING ACTIVITIES

Net income

$

$

Adjustments to reconcile net income to net cash provided by operating activities

Depreciation and amortization

Deferred income taxes

Non-cash stock compensation expense

Non-cash lease expense

)

)

Cash received from landlord allowances

Changes in assets and liabilities:

Accounts receivable

)

)

Merchandise inventories

)

)

Accounts payable

)

Other current assets and liabilities

)

)

Long term assets and liabilities

)

Other operating activities

)

Net cash provided by operating activities

INVESTING ACTIVITIES

Cash paid for property and equipment

)

)

Lease acquisition costs

)

)

Net proceeds (removal costs) from sale of property and equipment and assets held for sale

)

Net cash used in investing activities

)

)

FINANCING ACTIVITIES

Proceeds from long term debt—ABL Line of Credit

—

Principal payments on long term debt—ABL Line of Credit

)

—

Proceeds from long term debt—Term Loan Facility

—

Principal payments on long term debt—Term Loan Facility

)

)

Principal payment on long term debt—2025 Convertible Notes

)

—

Purchase of treasury shares

)

)

Other financing activities

Net cash provided by (used in) financing activities

)

Decrease in cash and cash equivalents

)

)

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period

$

$

8

Reconciliation of Non-GAAP Financial Measures

(Unaudited)

(Amounts in thousands, except per share data)

The following tables calculate the Company’s Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Adjusted EBIT, Adjusted SG&A and Adjusted Effective Tax Rate, all of which are considered non-GAAP financial measures. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally excluded or included in the most directly comparable measure calculated and presented in accordance with GAAP.

Adjusted Net Income is defined as net income, exclusive of the following items, if applicable: (i) net favorable lease costs; (ii) costs related to debt amendments; (iii) impairment charges; (iv) amounts related to certain litigation matters; and (v) other unusual or non-recurring expenses, losses, charges or gains, all of which are tax effected to arrive at Adjusted Net Income.

Adjusted EPS is defined as Adjusted Net Income divided by the diluted weighted average shares outstanding, as defined in the table below.

Adjusted EBITDA is defined as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments; (iv) income tax expense; (v) depreciation and amortization; (vi) net favorable lease costs (vii) impairment charges; (viii) amounts related to certain litigation matters; and (ix) other unusual or non-recurring expenses, losses, charges or gains.

Adjusted EBIT (or Adjusted Operating Income) is defined as net income, exclusive of the following items, if applicable: (i) interest expense; (ii) interest income; (iii) costs related to debt amendments; (iv) income tax expense; (v) impairment charges; (vi) net favorable lease costs; (vii) amounts related to certain litigation matters; and (viii) other unusual or non-recurring expenses, losses, charges or gains.

Adjusted EBIT Margin (or Adjusted Operating Margin) is defined as Adjusted EBIT divided by net sales.

Adjusted SG&A is defined as SG&A less product sourcing costs, favorable lease costs and amounts related to certain litigation matters.

Adjusted Effective Tax Rate is defined as the GAAP effective tax rate less the tax effect of the reconciling items to arrive at Adjusted Net Income (footnote (g) in the table below).

The Company presents Adjusted Net Income, Adjusted EPS, Adjusted EBITDA, Adjusted EBIT (or Adjusted Operating Income), Adjusted EBIT Margin (or Adjusted Operating Margin), Adjusted SG&A and Adjusted Effective Tax Rate, because it believes they are useful supplemental measures in evaluating the performance of the Company’s business and provide greater transparency into the results of operations. In particular, the Company believes that excluding certain items that may vary substantially in frequency and magnitude from what the Company considers to be its core operating results are useful supplemental measures that assist in evaluating the Company’s ability to generate earnings and leverage sales, and to more readily compare core operating results between past and future periods.

The Company believes that these non-GAAP measures provide investors helpful information with respect to the Company’s operations and financial condition. Other companies in the retail industry may calculate these non-GAAP measures differently such that the Company’s calculation may not be directly comparable.

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The following table shows the Company’s reconciliation of net income to Adjusted Net Income and Adjusted EPS for the periods indicated:

(unaudited)

(in thousands, except per share data)

Three Months Ended

Six Months Ended

August 2,

August 3,

August 2,

August 3,

Reconciliation of net income to Adjusted Net Income:

Net income

$

$

$

$

Net favorable lease costs (a)

Costs related to debt amendments (b)

—

—

—

Impairment charges - long-lived assets

—

Litigation matters (c)

Tax effect (e)

)

)

)

)

Adjusted Net Income

$

$

$

$

Diluted weighted average shares outstanding (f)

Adjusted Earnings per Share

$

$

$

$

The following table shows the Company’s reconciliation of net income to Adjusted EBIT and Adjusted EBITDA for the periods indicated:

(unaudited)

(in thousands)

Three Months Ended

Six Months Ended

August 2,

August 3,

August 2,

August 3,

Reconciliation of net income to Adjusted EBIT and Adjusted EBITDA:

Net income

$

$

$

$

Interest expense

Interest income

)

)

)

)

Net favorable lease costs (a)

Costs related to debt amendments (b)

—

—

—

Impairment charges - long-lived assets

—

Litigation matters (c)

Income tax expense

Adjusted EBIT

Depreciation and amortization

Adjusted EBITDA

$

$

$

$

The following table shows the Company’s reconciliation of SG&A to Adjusted SG&A for the periods indicated:

(unaudited)

(in thousands)

Three Months Ended

Six Months Ended

August 2,

August 3,

August 2,

August 3,

Reconciliation of SG&A to Adjusted SG&A:

SG&A

$

$

$

$

Net favorable lease costs (a)

)

)

)

)

Product sourcing costs

)

)

)

)

Litigation matters (c)

)

)

)

)

Adjusted SG&A

$

$

$

$

The following table shows the reconciliation of the Company’s effective tax rates on a GAAP basis to the Adjusted Effective Tax Rates for the periods indicated:

(unaudited)

Three Months Ended

Six Months Ended

August 2,

August 3,

August 2,

August 3,

Effective tax rate on a GAAP basis

%

%

%

%

Adjustments to arrive at Adjusted Effective Tax Rate (g)

—

—

—

Adjusted Effective Tax Rate

%

%

%

%

The following table shows the Company’s reconciliation of net income to Adjusted Net Income for the prior period Adjusted EPS amounts used in this press release for the periods indicated:

(unaudited)

(in thousands, except per share data)

Three Months Ended

Fiscal Year Ended

Reconciliation of net income to Adjusted Net Income:

Net income

$

$

Net favorable lease costs (a)

Loss on extinguishment of debt (d)

Costs related to debt amendments (b)

Impairment charges

Litigation matters (c)

Tax effect (e)

)

)

Adjusted Net Income

$

$

Diluted weighted average shares outstanding (f)

Adjusted Earnings per Share

$

$

(a)

Net favorable lease costs represent the non-cash expense associated with favorable and unfavorable leases that were recorded as a result of purchase accounting related to the April 13, 2006 Bain Capital acquisition of Burlington Coat Factory Warehouse Corporation. These expenses are recorded in the line item “Selling, general and administrative expenses” in our Condensed Consolidated Statements of Income.

(b)

Fiscal 2025 amount relates to the settlement of the 2025 Convertible Notes during the first quarter of Fiscal 2025. Fiscal 2024 amounts relate to the September 2024 extension and upsizing of the Term Loan Facility in the third quarter of Fiscal 2024.

(c)

Represents amounts charged for certain litigation matters.

(d)

Relates to the partial write-off of the original issue discount and deferred debt costs related to the September 2024 extension and upsize of the Term Loan Facility.

(e)

Tax effect is calculated based on the effective tax rates (before discrete items) for the respective periods, adjusted for the tax effect for the impact of items (a) through (d).

(f)

Diluted weighted average shares outstanding starts with basic shares outstanding and adds back any potentially dilutive securities outstanding during the period.

(g)

Adjustments for items excluded from Adjusted Net Income. These items have been described in the table above reconciling GAAP net income to Adjusted Net Income.