Thank you for holding. And welcome everyone to the Burlington Stores Fiscal 2023 Second Quarter Operating Results Call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer session [Operator Instructions]. I will now turn the call over to David Glick, Group Senior Vice President, Investor Relations and Treasurer. Mr. Glick, please go ahead.

Thank you, operator, and good morning, everyone. We appreciate everyone's participation in today's conference call to discuss Burlington's fiscal 2023 second quarter operating results. Our presenters today are Michael O'Sullivan, our Chief Executive Officer; and Kristin Wolfe, our EVP and Chief Financial Officer. Before I turn the call over to Michael, I would like to inform listeners that this call may not be transcribed, recorded or broadcast without our expressed permission. A replay of the call will be available until August 31, 2023. We take no responsibility for inaccuracies that may appear in transcripts of this call by third parties. Our remarks on the Q&A that follows are copyrighted today by Burlington Stores. Remarks made on this call concerning future expectations, events, strategies, objectives, trends or projected financial results are subject to certain risks and uncertainties. Actual results may differ materially from those that are projected in such forward-looking statements. Such risks and uncertainties include those that are described in the company's 10-K for fiscal 2022 and in other filings with the SEC. All of which are expressly incorporated herein by reference. Please note that the financial results and expectations we discuss today are on a continuing operations basis. Reconciliations of the non-GAAP measures we discuss today to GAAP measures are included in today's press release. Now here's Michael.

Thank you, David. Good morning, everyone, and thank you for joining us. I would like to cover three topics this morning. Firstly, I will discuss our second quarter results. Secondly, I will share our outlook for the rest of the year. And thirdly, I will talk about our new store opening program. Then I will hand the call over to Kristin to walk through the financial details. Okay, let's talk about our Q2 results. Comp store sales for the second quarter increased 4% versus our guidance of 2% to 4%. This represents a 3% comp store sales growth versus 2019 on a geometric GAAP basis. This was very similar to our trend in Q1 and it means that for the spring season as a whole, our comp store sales growth was 4% on a one year and 3% on a four year geometric stat basis. We are a little disappointed with these numbers. As we came into 2023, we guided to 3% to 5% comp growth. Year-to-date, on a four year basis, we are at the low end of this range. We had hoped to do better. As discussed previously, we believe the key external factor negatively influencing our underlying sales trend is the health of the low income shopper, our core customer. This demographic continues to be under significant economic pressure, Increases in the cost of living, which had a huge impact on this customer's discretionary spending last year have moderated but not but of course, these costs are still going up. Add to that, these lower income shoppers have been impacted by lower benefits and lower tax refunds in the first half of 2023. So overall, while there has been some moderation in the headwinds facing this customer, their discretionary spending is still significantly constrained. Our strategy with…

Thank you, Michael, and good morning, everyone. I will start with some additional financial details on Q2, then I will move on to our outlook for the rest of the year. Total sales in the quarter were up 9%, while comparable store sales were up 4%. This means that for the spring season as a whole, our comparable store sales have grown 4% on a one year basis and 3% on a four year geometric stack basis. The gross margin rate in Q2 was 41.7%, an increase of 280 basis points versus 2022's second quarter gross margin rate of 38.9%. This was driven by a merchandise margin improvement of 150 basis points and a 130 basis point decrease in freight expense. The higher merchandise margin was driven by higher markup, lower markdowns and by lower shortage expense versus Q2 of last year. The higher markup reflects the very strong off price buying environment that Michael described earlier. Product sourcing costs were $183 million versus $157 million in the second quarter of 2022, increasing 50 basis points as a percentage of sales. Buying expense and supply chain costs, both contributed to this deleverage. Adjusted SG&A was $587 million versus $518 million in 2022, increasing 90 basis points as a percentage of sales, largely in line with our expectations, driven primarily by the timing of marketing spend, higher store related costs and higher corporate expense. The Bed Bath & Beyond leases had a 10 basis point negative impact on adjusted SG&A in the second quarter. Adjusted EBIT margin was 3.1%, 100 basis points higher than the second quarter of 2022. Excluding the impact of the recently acquired Bed Bath & Beyond leases, adjusted EBIT margin would have been 110 basis points higher than the second quarter of 2022. All of this resulted…

Thank you, Kristin. Before we open up the call to questions, I would like to summarize some key points from today's call. Firstly, for the spring season as a whole, we achieved 4% comp growth on a one year basis. This represents a 3% geometric comp stack. We are a little disappointed with these results. We are happy with our major strategies, but coming into the year, we had hoped that external factors would be more favorable. In particular, it is clear that the low income shopper, our core customer is still struggling. Secondly, looking forward to the second half of the year, we are adjusting our guidance to line up with our year-to-date trend. The midpoint of our guidance range for Q3 and Q4 is a 3% geometric debt comp, the same as our year-to-date trend. If the underlying trend is stronger then we are ready to chase it. Thirdly, we are very excited about the opportunities that have opened up to expand our new store and our store relocation programs. We are, by far, the smallest of the major off price retailers and historically, our stores have been physically larger than our peers and have had core economics. The increased supply of attractive real estate locations gives us more confidence in our ability to achieve our new store opening targets over the next few years. At this point, I would like to turn the call over to the operator for your questions.

[Operator Instructions] Matthew Boss with JPMorgan, your line is open.

Congrats on a nice quarter. So Michael, larger picture, maybe compared to broader retail, the big three off price retailers reported healthy same-store sales year-to-date. I guess what's your assessment of how off price is performing relative to other retail channels, and any commentary on the relative performance among the major off price retailers?

I think the first thing I would say is I agree with you. Off price, off price looks like maybe it's starting to pull away from traditional retail. On a one year basis, year-to-date comp performance for the major off price retailers has been in the mid to high single digit range, positive mid to high single digit range whereas for department and specialty stores, it looks like it's mostly been negative. I don't think that that's too surprising. It feels like perhaps we're starting to revert to the longer term structural trends that prevailed before the pandemic, where off price over many years gained share at the expense of other bricks and mortar retail. I think maybe that's what we're going back to. The second point I would make though is that within off price, there continues to be a very significant divergence in relative comp performance between the off price chains, especially when you compare us all on a multiyear basis. When you look at the numbers, we at Burlington, we're at the lower end of that performance range. I think that the factor that perhaps best explains that relative performance is the difference in core customer profiles between the different retailers. Those differences didn't really matter historically. But in the last 18 months, lower income shoppers have been differentially impacted by the higher cost of living and by the scaling down of pandemic era benefits. Our strength -- at Burlington our strength is with shoppers who are younger lower income and more ethnically diverse and in the longer term, this is a really great core customer. But since early 2022, these shoppers have really been struggling. When you look at other discretionary retailers that serve lower income customers, I think you see the same pattern. We all performed differentially well in 2021 and then we've outperformed differentially poorly since early 2022, and I think that correlates with the spending power of lower income shoppers. But let me wrap up my answer by making one final point. I like that our off price peers are doing well, it gives me encouragement. And Burlington 2.0 is all about becoming more off price. But the strong performance of our peers demonstrates, if you like, the art of the possible in off price. We know that right now, we're facing strong customer headwinds and we have been since early 2022, but those headwinds are not going to last. And the strong performance of our peers gives me confidence in off price, but it also suggests that we have a big opportunity once the discretionary spending of our core customer begins to recover from this inflationary cycle.

Maybe, Michael, just a follow-up on your back half guidance. So the logic of basing the forecast on the year-to-date multiyear comp trend it makes sense and seems as if you've derisked the guide. But relative to some other retailers that actually raised the back half and 4Q assumptions, are there any specific concerns that are causing you to be more cautious?

There were really [two] factors that drove our thinking on the updated guidance. Number one, our year-to-date comp trend on a four year bank basis is 3%. It was 3% in Q1 and it was 3% in Q2. So it feels reasonable to reset our guidance for Q3 and Q4 based on this year-to-date four year stack trend. Q3 of last year was our weakest quarter. So that logic means that mathematically, our Q3 one year comp guidance is 5% to 7%, again, consistent with the multiyear trend we've seen year-to-date. I should also add that we're very happy with our sales trend August month-to-date and that trend gives us further confidence in the guide. That said, of course, we're only three weeks into the quarter. The second factor that drove our thinking on our back half guidance is that we know that if the trend turns out to be stronger then we can chase it. In fact, my assessment is that we always perform better when we plan cautiously and then chase that puts us in a stronger position to respond to what the customer is telling us. And in this environment where availability is exceptionally strong, we know we can find great merchandise to support a stronger trend. Now in your question you asked whether there's anything specific, any specific concerns we have that are making us cautious. And the direct answer is no. Of course, there are risks, the impact of student loan repayments or unpredictable weather in October, but we don't have any special insight or intelligence into those. Our continual guidance was much more straightforward, it's based on year-to-date trend and confidence that we can chase the trend if it turns out to be stronger.

Irwin Boruchow with Wells Fargo, you line is open.

I actually have two questions for Kristin, both on the new stores. I guess, firstly, can you provide any detail on your expectations in terms of new store economics and I guess, in particular, as you're opening more stores over the next few years? How should we be modeling things like new store volumes, four wall margins, margin impact to the stores, just things like that would be helpful?

I'll first speak to new store sales volumes and then speak to the margin impact from new stores. On sales, for modeling purposes, you should assume that on average, new stores will have sales volumes of about 70% of an average store in their first full year. This equates to about $7 million in sales and then these new stores will then slightly outperform the chain in terms of comp growth for the first few years. On the margin side, while there may be a handful of exceptions but we typically only approve a new store location if we believe it will be accretive to our overall operating margin in year two, and the hurdle we use here is based on our 2019 operating margin. And of course, it's not just about operating margin we also apply an IRR hurdle. On average, new stores have a very attractive IRR. As we've shifted our new store openings towards a greater mix of the smaller prototype locations, we've seen an increase in both sales productivity as measured by sales per square foot but also operating margin per store. The smaller prototype locations, they have superior economics to our older oversized stores. So with that said, though, it's important to point out that when you segment our overall store base, it's still the case that approximately 80% of our stores are larger than 30,000 square feet and about half of our stores are larger than 45,000 square feet. So we still have a lot of oversized and less productive stores in our chain. That's one of the reasons why we're very excited about the expansion of our new store opening program.

And then I guess staying on the topic of new stores, Kristin. Curious have you done any analysis on the degree to which the new stores kind of cannibalize your existing stores? I guess specifically is the number of store openings increase, will that create a headwind to comp growth? How do you think about cannibalization?

Actually, it's a good question. It's something we've looked at. Of course, as you indicated, we know that as we open new stores, we cannibalize older existing stores to some degree. The cannibalization effect is relatively modest, though, when you compare with the incremental sales volume that a new store generates. I can share some additional data here. Over the last four years, we've opened about 250 net new stores. These stores represent about 30% of our 2023 year-to-date sales. And we estimate that this group of stores has cannibalized sales in our existing stores by about 3 to 4 percentage points since 2019. In other words, new stores have represented a headwind of about 1 point of comp each year since 2019. But again, the incremental sales from new stores have far outweighed the cannibalization impact. And I think the last part of your question was getting at what happens as we ramp up new store openings. Of course, we anticipate that, that comp headwind will increase, it's very likely it could exceed a point of comp each year over the next couple of years. But again, the total sales benefit will be significantly higher.

Lorraine Hutchinson with Bank of America, your line is open.

Kristin, you said in your prepared remarks that shortage was favorable in the second quarter, which is very different to the broader trend across retail. Can you talk through the reasons for this improved shortage?

You're right, in the prepared remarks, I noted our storage expense was lower on a year-over-year basis. This was because of the adjustment we made to our shortage accrual in the second quarter of last year based on that quarter's physical inventory. Last year's adjustment was a function of a higher accrual in Q2 as well as a catch-up accrual in Q1 of last year. This had a negative impact last year and the anniversary of this accrual is what drives some gross margin leverage in the second quarter of this year. So that said, we had expected an improvement in our shortage results based on this quarter's physical inventory. Unfortunately, we did not see the benefit we were expecting as the retail industry wide shrink challenges continue and just have not abated. So while we did see a year-over-year shrink benefit in Q2 as compared to the significant headwind we incurred last year, it was just not as much of a benefit as we expected. [Fortunately] our improvement in merch margin taking out the impact of the shrink change still enabled us to have a strong merch margin performance in the quarter. And I'll just -- last point, want to acknowledge that we continue to take steps to control shortage and continue to make significant investments in shortage control initiatives. We believe based on these continued investments, we can mitigate the higher shrink rates over time.

And then my second question is for Michael about the Bed Bath stores. Can you provide any more details on these stores, what kind of process did you go through to select the locations and also what kind of financial hurdles did you apply?

We looked very closely at all of the available Bed Bath & Beyond stores. As I'm sure you know, there were several hundred stores. We had a large internal team of people, real estate experts and legal and finance experts that pull over the data. Typically at retail bankruptcy, the majority of store leases revert back to the landlords. In fact, it's usually our preference to deal with the underlying landlord. That said, it's not uncommon in a bankruptcy process for many locations to be picked off before then. If a retailer has a strong interest in a particular location then it makes sense to acquire it directly rather than to wait. Now there were several specific criteria that we used to identify the Bed Bath & Beyond stores that we were most interested in. Those included nonfinancial and financial -- the nonfinancial criteria covered things like strategic factors, for example, is the site in a strategically important location or market. It also covered competitive and, I would say, location-specific factors, for example, do we like the demographics in that trade area and what do we think of the quotas. And then thirdly, we looked at whether or not the site would still likely be available to us if we just waited for it to revert to the landlord. We then, having looked at those nonfinancial factors, we then layered on all of the financial analysis that you would expect. We looked at rent levels, including the dark rent that we would incur before the store would open, we looked at expected sales volumes for the store, projected operating margins, CapEx requirements and perhaps most important of all, we looked at the expected rate of return versus our hurdle. And so based on all those factors, we identified the stores…

John Kernan with TD Cowen, your line is open.

I have a couple of [modelling] questions for Kristin. Just first on Q2, the comp growth for the quarter was at the high end of the guidance. Operating margin was also well ahead of the 10 to 50 basis points you had originally guided to, EPS was ahead of guidance. Can you walk us through the main drivers of the margin beat versus your expectations?

I'll start by saying we're pleased with our margin performance this quarter. What really drove our year-over-year margin increase was on the gross margin line that increased 280 basis points more than offsetting any SG&A and product sourcing cost deleverage we incurred that we have largely expected in the quarter. The gross margin leverage was driven by a 150 basis point increase in merch margin and then a 130 basis point decrease in freight expense. And as Michael noted earlier, the buying environment is very favorable that really helped our markup, and that was the biggest driver in terms of our merch margin. In addition, we benefited from lower markdowns as well as the lower shortage accrual, as I described in the answer to your previous question. The freight decline was driven by both lower ocean freight costs and lower domestic freight costs, including favorable fuel rates. Going forward, we expect freight savings to primarily come from the domestic freight line as we've largely anniversaried the decline in ocean freight at this point. The balance of the P&L, including product sourcing costs and adjusted SG&A was better than we expected as our operating teams manage expenses very tightly during the quarter.

I guess a follow-up for you, Kristin. Apart from the adjustments to the comp guidance in the second half, are there any other factors affecting the EBIT margin and the earnings guidance for the full year for fiscal '23? And just on that note, it doesn't look like the Q2 earnings beat flowed through to the full year guidance. Just helpful -- it’d be helpful to understand your thinking here.

Let me talk you through the puts and takes. As Michael described, we believe it's prudent to plan our back half sales at the plus 2% to plus 4% four year comp stack, this is aligned with our year-to-date trend. And then we know, of course, if the trend turns out to be stronger, we can effectively chase it. But this updated sales outlook results in a reduction in our fall sales and earnings plan. Full year total sales growth moderates from 12% to 14% to 11% to 12% and overall full year comp range narrows to 3% to 4% from 3% to 5%. The reason the low end full year comp of 3% is maintained versus our original guide, that's really a function of rounding. The reduction in our second half sales and earnings plan offset the earnings beat we saw in Q2. So as a result, after excluding the impact of the Bed Bath & Beyond lease acquisition costs as a result, we are essentially maintaining the low end of our original comp sales and EBIT margin plan and then tightening the range of our adjusted EPS guidance.

Alex Straton with Morgan Stanley, your line is open.

I just quickly wanted to dig in on the brief comment you made on student loans. Can you just speak to how you're thinking about the impact of student loan repayments on your consumer going forward? And then I have a follow-up.

Frankly, it's difficult to know what the net impact of student loan repayments will be. The way we've been thinking about it is that there’s a direct impact and indirect impact on us and frankly, they could offset each other. And what I mean by that is the direct impact is that obviously there is a subset of our customers who have student loans. And when the student loan repayments come back up in October, assuming that they will, then those customers will be affected. They'll have less money in their pockets and that could impact their discretionary spending, including their spending at Burlington and net-net, that's not a good thing. The indirect impact is that there's a much broader population of shoppers who maybe don't shop at Burlington today will also be affected by student loan repayments and maybe those shoppers will become more value oriented. In my earlier remarks, I talked about the potential trade down shoppers in our stores. It's possible that the end of the moratorium on student loan repayments could trigger more trade down activity and conversely, that would be a good thing. So the answer is we don't know, it's very difficult to predict what the overall impact will be. That said, I feel like we've planned our business and we're managing our business, so I think we're in a pretty good position to react to no matter what happens.

Maybe Kristin, I think you mentioned freight as a benefit to the quarter briefly in the prior question. Can we just revisit that, maybe where does freight stand for you now, how we should think about that factor heading into the back half?

Yes, as we called out, we made good progress on freight as external freight rates have really moderated. By the end of this year, we would expect to recover about half of the freight delevers we've seen since 2019. Our teams have worked hard to renegotiate our freight contracts and take advantage of a softening freight market, both on ocean and domestic freight and our outlook does factor in more favorable domestic contracts that we've made. Of course, diesel fuel prices could move that number around, so we'll see how that shakes out. Additionally, we are continuing to optimize our inbound and outbound transportation processes and are actively focused on several initiatives that drive transportation efficiency. Well, I'll say, we don't think we'll get all the way back to 2019 freight as a percent of sales but there should be more opportunity to close that gap further beyond 2023.

Chuck Grom with Gordon Haskett, your line is open.

I was wonder if you guys could speak to real estate opportunities beyond 2023? I think you're targeting 70 to 80 stores next year. And maybe a little bit of color on how much the enterprise can handle over the next couple of years, '24 and into '25. And then on near term follow-up would be just category color in the second quarter. I was wondering if you could talk about all the areas and particularly touch on the home business.

Yes, as I said in the prepared remarks, we're very pleased with the format that Bed Bath & Beyond [leases] that we've been able to acquire over the last few months. As you know over the last few years, we've been trying to get up to 100 net new stores a year. The 62 leases we've acquired from Bed Bath & Beyond, together with our existing pipeline of potential new store locations. So it gives us some -- quite a lot of confidence that we're going to be able to achieve that goal next year. Now as you'd expect, as you ramp up new store openings that puts pressure on things like our -- well, our operating teams, you need to make sure that you have a bench of store managers and store associates. It also puts pressure on our delivery and distribution teams, you need to make sure that you can obviously deliver merchandise to those new stores. And we feel like we've gone through and we've done our homework, and we're prepared for that for next year. So we feel good about that. I think you also, in your question, we're getting at what are the opportunities beyond this year and beyond 2024. And I would say that in addition to the 62 leases that we've acquired from Bed Bath & Beyond, there’s also a very attractive pool of additional store locations that will go back to the landlords from Bed Bath & Beyond, and they should provide us with a pool of new store locations over the next two to three years, I would say. Now obviously, there will be other retailers interested in those locations, too. We know that. But nevertheless, there's an expanded supply of resale locations, which is great. Now also, I should add that although we're talking a lot about Bed Bath & Beyond, there are likely to be other retail closures and bankrupt fees, and there have been smaller retail closures and bankruptcies so far this year. So we actually are feeling very bullish about the pool of potential locations. I guess I'd sort of sum up by saying we have the clearest visibility right now into 2024, and we're very confident we're going to be able to expand our new store program next year. As we look further out beyond 2024, we have slightly less visibility but we have a growing confidence that there'll be an increased availability of attractive locations for at least a year or two after next year.

Could you just provide some color on category color in the second quarter? And also, I'm also curious, how your stores in higher income markets performed in the quarter? So two part question.

I think I'll take the category question first. So in the second quarter, our beauty accessories and footwear businesses were our strongest businesses. I think that's sort of been reported by the retailers, so not too much to call out there. I think those are the businesses the customer are really buying right now and I think our merchants did a very nice job chasing into those businesses. In terms of the comparison of home versus apparel, our home business was weaker than our apparel business on a one year basis, but I think that's a little bit of an unfair comparison. Our home business has grown so strongly over the last three or four years because if you look at on a four year basis, our home business is well ahead of our apparel business. So it depends on the basis of comparison. Let me -- I think the last part of your question was higher income stores and higher income locations. We had talked a little bit about this earlier in the year. We regularly slice and dice our stores to understand underlying performance and the degree to which our sales trends are correlating with store characteristics or locations or demographics. And in the last 12 months, we've seen stronger comp performance in our stores that are located in relatively higher income areas versus lower income areas, that's notable because it's the opposite of what we've seen historically. That said, it's consistent with sort of the external macroeconomic environment. Since early 2022, lower income customers have had a tougher time than other income groups. So it's not surprising the relative performance of our stores that are in higher income versus lower income areas is stronger. Now obviously, compared with peers, we have a smaller mix of stores in those higher income areas, and our store base tends to skew much more heavily towards low to moderate income areas. And we believe that those lower income stores are going to come back over time and perform very strongly once we're through the cycle. But right now, the higher -- the stores in higher income areas are out comping the stores in lower incomes.

Adrienne Yih with Barclays, your line is open.

My first question is, can you discuss the traffic trends during the quarter? And then relative to your basket, whether that -- if you want to break it down to AUR and UPT that would be great. And then my second question is in each of these kind of Burlington 2.0, the three kind of big areas merchandising, the distribution center, right, investments in there? And then, Kristin, you kind of talked and alluded to about the store -- the kind of store progress. So maybe on the first two, just where are you in that journey? It sounds like the merchant teams are performing and delivering the productivity that you want. But if you can also give me an update on kind of the investments you've made in getting those DCs to act as sort of off-price infrastructure for you.

Kristin, why don't you take the question on basket size and then I'll take the question on Burlington 2.0 investments.

So overall growth in transactions really what drove the comp for the quarter, this is primarily higher traffic but also higher conversion. We also saw gains in higher units per transaction, higher UPT, but that was largely offset by lower AURs as we've expanded opening price points as we've discussed.

And then, Adrianne, on the second part of your question, I'm going to sort of take a broad approach to this. I think it's probably worth, first of all, just stating the key elements of Burlington 2.0. Burlington 2.0 is all about providing the strongest value that we can by executing the off price model more effectively. That means chasing the trend based upon what the customer is telling us and focusing on off price opportunistic buying. And then from an operating point of view, getting those receipts out to the floor in a timely and cost effective way, providing a flexible store environment and driving improved new store economics by reducing the size of the store. So those will look [indiscernible] bits of Burlington 2.0. As we think about it internally, we think about that as sort of four main buckets of activity or investment, if you like. The first is merchandising, which I'll come back to, second is store operations, third is real estate and the fourth is supply chain. On merchandising, we've been -- since 2019, we've been strengthening our merchandising capability, it's really a sort of a core element of Burlington 2.0. Now since 2019, we've invested in growing the merchant team. And then we've also invested in new tools, systems and processes for the merchant, so I think we call merchandising 2.0. We began rolling out those new tools earlier this year and the reception from the merchants has been terrific. Now do I think that they're having -- those tools are having an impact and helping us to improve our execution? Maybe. I actually feel very good about our execution this year. And maybe those tools are starting to have an impact. But I think most of the benefit is yet to come. I…

This concludes the time allotted for the Q&A session. I will now turn the call back over to Michael O'Sullivan for closing remarks.

Let me close by thanking everyone on this call for your interest in Burlington Stores. We look forward to talking to you again in late November to discuss our third quarter results. Thank you for your time today.

This concludes today's call. We thank you for your participation. You may now disconnect.