(All amounts in thousands)

See notes to the condensed consolidated financial statements.

1.   The condensed consolidated financial statements include the accounts of Burlington Coat Factory Warehouse Corporation and all its subsidiaries in which it has the controlling financial interest through direct ownership of a majority voting interest or a controlling managerial interest ("the Company"). All subsidiaries are wholly owned except two. The Company maintains a ninety percent interest and a seventy-five percent interest, respectively, in two investments. These investments are consolidated net of their minority interests. All significant intercompany accounts and transactions have been eliminated. Previously, the Company had maintained a fifty percent interest in a third investment in a partnership in which it maintained managerial and financial control. During the third quarter of fiscal 2005, the partnership was dissolved and all assets were distributed to the partners. The accompanying financial statements are unaudited, but in the opinion of management reflect all adjustments (which are of a normal and recurring nature) necessary for a fair presentation of the results of operations for the interim periods. The balance sheet at May 29, 2004 has been derived from the audited financial statements in Amendment No. 3 to the Company's Annual Report on Form 10-K/A for the fiscal year ended May 29, 2004. Because the Company's business is seasonal in nature, the operating results for the nine and three months ended February 26, 2005 and the corresponding periods ended February 28, 2004 are not necessarily indicative of results for the fiscal year.

2. Restatement of Financial Statements

     Subsequent to the Company's issuance of its condensed consolidated financial statements for the three and nine month periods ended February 28, 2004, the Company's management reviewed its application of generally accepted accounting principles for lease accounting. Based on this review and discussions that the Company had with the Audit Committee of the Company's Board of Directors, the Company concluded to restate its previously issued financial statements for the three and nine month periods ended February 28, 2004 related to its computation of depreciation/amortization, straight-line rent expense and the related deferred rent liability.

Historically, when accounting for leases with renewal options, the Company recorded rent expense on a straight-line basis over the fixed initial term, with the term commencing when rental payments actually began, and computed depreciation/amortization on the related leasehold improvements and other long-lived assets located on these properties over their useful lives. The Company has restated the financial statements to recognize rent expense on a straight-line basis over the expected lease term, including rent holidays and option periods where exercise of such option periods is reasonably assured. In addition, the commencement date of the period over which rental expense is recognized is the earlier of the date on which the Company becomes legally obligated for rental payments or the date on which the Company takes possession of the property. The resulting adjustments have no effect on historical or future cash flows or timing of payments under pertinent leases.

In addition, the Company previously netted lease incentives received from the lessor for the reimbursement of costs of leasehold improvements against the incurred capital expenditures. The Company has restated its financial statements for the nine and three month periods ended February 28, 2004 to account for these lease incentives by recording them as deferred rent and amortizing them over the lease term.

Also, the Company concluded to reclassify its other income items, including investment income, gains or losses on disposition of fixed assets and other miscellaneous income items under the caption Other Income, Net, previously reported under the caption Other Revenue, in its condensed consolidated statements of operations for the nine and three month periods ended February 28, 2004. These adjustments are collectively referred to as the "Restatement."

Also, the Company previously included restricted cash and cash equivalents as part of cash and cash equivalents in the condensed consolidated statements of cash flows. The Company has restated the condensed consolidated statement of cash flows for the nine month period ended February 28, 2004 to treat only unrestricted amounts as cash and cash equivalents. Cash and cash equivalents changed from $36,730 to $27,904 at the beginning of the nine month period ended February 28, 2004 and from $158,464 to $149,266 at the end of the same period as a result of the Restatement.

The condensed consolidated financial statements for the three and nine month periods ended February 28, 2004 included in this Form 10-Q have been restated to reflect the adjustments described above. The effects of the Restatement have also been set forth, for the periods presented therein, in Amendment No. 3 to the Company's Annual Report on Form 10-K/A for the fiscal year ended May 29, 2004 filed with the Securities and Exchange Commission.

The following is a summary of the impact of the Restatement on the Company's condensed consolidated statements of operations for the nine and three month periods ended February 28, 2004.

(all amounts in thousands, except per share data)
Nine Months Ended February 28, 2004

* The Company did not previously report income from continuing operations as discontinued operations were immaterial during the three and nine month periods ended February 28, 2004.

3.   Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed consolidated financial statements be read in conjunction with the financial statements and notes thereto included in Amendment No. 3 to the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission concurrently with this filing, along with any amendments thereto.

4.   Restricted cash and cash equivalents consist of $0.4 million of compensating cash balances at two of the Company's banks, $7.5 million pledged as collateral for certain insurance contracts and $2.5 million contractually restricted and related to the acquisition and maintenance of a building related to a store operated by the Company.

5.   Merchandise inventories as of February 26, 2005 and May 29, 2004 are valued at the lower of cost, on a First In First Out (FIFO) basis, or market, as determined by the retail inventory method. The Company records its cost of merchandise (net of purchase discounts and certain vendor allowances), certain merchandise acquisition costs (primarily commissions and import fees), inbound freight, warehouse outbound freight, and freight on internally transferred merchandise in the line item "Cost of Sales" in the Company's Condensed Consolidated Statement of Operations. Costs associated with the Company's warehousing, distribution, buying, and store receiving functions are included in the line items "Selling and Administrative Expenses" and "Depreciation" in the Company's Condensed Consolidated Statement of Operations. Warehousing and purchasing costs included in Selling and Administrative Expenses amounted to $33.9 million and $11.4 million for the nine and three months ended February 26, 2005, respectively, and $32.0 million and $10.3 million for the similar periods of fiscal 2004. Depreciation related to the warehousing and purchasing functions amounted to $6.6 million and $2.2 million for the nine and three months ended February 26, 2005 and $6.3 million and $2.2 million for the similar periods of fiscal 2004. Also included in Selling and Administrative Expenses are payroll and payroll related expenses, occupancy related expenses, advertising expenses, store operating expenses and corporate overhead expenses.

7.   The Company records revenue at the time of sale and delivery of merchandise. The Company records revenue net of allowances for estimated future returns. The Company accounts for layaway sales and leased department revenue in compliance with Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in Financial Statements. Layaway sales are recognized upon delivery of merchandise to the customer. The amount of cash received upon initiation of the layaway is recorded as a deposit liability within other current liabilities. Gift cards are recorded as a liability at the time of issuance, and upon redemption the related sale is recorded.

8.   As of February 26, 2005, the Company had a current deferred tax asset of $19.8 million and a non-current deferred tax asset of $13.1million. As of May 29, 2004, the Company had a current deferred tax asset of $19.7 million and a non-current deferred tax asset of $13.6 million. Income taxes are provided on an interim basis based upon the Company's estimate of the effective annual income tax rate.

9.   The Company accounts for intangible assets in compliance with SFAS No. 142, Goodwill and Other Intangible Assets. The Company's intangible assets primarily represent costs incurred to acquire long term store leases. These leasehold purchases are recorded at cost, which approximates fair value, and, in accordance with SFAS No. 142, are amortized over the minimum lease term, including option periods where the exercise of the option period can be reasonably assured, which approximates the leasehold's useful life. Amortization of intangibles is included in Selling and Administrative Expenses in the Company's Condensed Consolidated Statement of Operations. Intangible assets as of February 26, 2005 and May 29, 2004 are as follows (in thousands):

Amortization expense amounted to $3.2 million and $0.9 million for the nine and three months ended February 26, 2005, respectively, compared with $3.0 million and $1.0 million for the nine and three months ended February 28, 2004, respectively. Amortization expense for each of the next five fiscal years is estimated to be as follows: fiscal 2006 - $3.6 million; fiscal 2007 - $3.5 million; fiscal 2008 - $3.5 million; fiscal 2009 - $3.3 million; fiscal 2010 - $3.2 million. Amortization for the remainder of fiscal 2005 is expected to be approximately $0.9 million.

10.  Other assets consist primarily of notes receivable.

11.  Other current liabilities primarily consists of sales tax payable, unredeemed store credits and gift certificates, accrued payroll costs, accrued insurance costs, accrued operating expenses, layaway deposits, payroll taxes payable, dividend accrual, current portion of deferred rents and other miscellaneous items.

12.  In May 2003, the Company established a reserve of $0.4 million covering lease obligations of closed stores extending beyond May 31, 2003. Scheduled rent and rent related payments for each of the fiscal years 2004 and 2005 amount to $0.2 million. During the nine months ended February 26, 2005, $0.1 million of payments were applied against this reserve. The remaining $0.1 million will be paid during the remainder of fiscal 2005.

In November 2003, additions to the Company's reserve for lease related obligations of closed stores amounted to $1.5 million. Payments applied against this reserve during the nine months ended February 26, 2005 amounted to $0.6 million. At February 26, 2005, the reserve amounted to $0.8 million. Scheduled rent related payments over the next five years are as follows: fiscal 2005 - $0.1 million; fiscal 2006 - $0.2 million; fiscal 2007 - $0.2 million; fiscal 2008 - $0.2 million; and fiscal 2009 - $0.1 million. The Company believes these reserves are adequate to cover the expected contractual lease payments and other ancillary costs associated with these closings.

13. Other liabilities primarily consist of deferred lease incentives and the net accumulation of straight line rent expense in excess of actual rental expenditures. Deferred lease incentives are funds received from landlords used primarily to offset the costs of store remodelings. These deferred lease incentives are amortized over the expected lease term including rent holiday periods and option periods where the exercise of the option can be reasonably assured.

15.  On August 5, 2004, the Board of Directors of the Company declared a cash dividend in the amount of four cents ($0.04) per share payable on December 15, 2004 to stockholders of record on November 22, 2004. The paid dividend amounted to $1.8 million. On January 10, 2005 the Board of Directors of the Company declared a special dividend of fifty-six cents ($0.56) per share payable on February 21, 2005 to stockholders of record on January 20, 2005. The dividend amounted to $26.8 million. The special dividend was declared as a result of the Company's cash position being in excess of its expected requirements for the remainder of the fiscal year.*

16.  The Company presents comprehensive income as a component of stockholders' equity in accordance with SFAS No. 130, Reporting Comprehensive Income. For the nine and three months ended February 26, 2005 and the nine and three months ended February 28, 2004, comprehensive income consisted of net income and net unrealized gains (loss) on available-for-sale investments.

17.  The Company has one reportable segment operating within the United States. Sales by major product categories are as follows (in thousands):

18. Rental income from leased departments, included in Other Revenue, amounted to $7.2 million and $2.9 million for the nine and three months ended February 26, 2005 compared with $7.1 million and $2.9 million in the similar periods of last year.

*Forward Looking Statement. See Safe Harbor Statement on Page 26.

20.  In March 1998, the American Institute of Certified Public Accountants ("AICPA") issued Statement of Position ("SOP") 98-1, Accounting For the Costs of Computer Software Developed For or Obtained for Internal-Use. The SOP requires the capitalization of certain costs incurred in connection with developing or obtaining software for internal use. The Company capitalized $2.4 million and $1.1 million during the nine and three months ended February 26, 2005, respectively. For the comparative nine and three months of fiscal 2004, the Company capitalized $2.3 million and $ 0.2 million, respectively.

21.  SFAS No. 123, Accounting for Stock Based Compensation, as amended by SFAS No. 148, Accounting for Stock Based Compensation - Transition and Disclosure, an Amendment of FASB Statement No. 123, encourages, but does not require companies to record compensation cost for stock-based employee compensation plans at fair value. The Company has chosen to continue to account for stock-based compensation using the intrinsic method prescribed in Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees, and related Interpretations. Accordingly, compensation cost for stock options is measured as the excess, if any, of the quoted market price of the Company's stock at the date of the grant over the amount an employee must pay to acquire the stock. The Company issued 87,700 stock options during the first nine months of fiscal 2005. The Company did not issue stock options during fiscal 2004. The following table illustrates the effect on net income and net income per share for the periods ended February 26, 2005 and February 28, 2004 if the Company had applied the fair value recognition provisions of SFAS No. 123 (in thousands, except per share data):

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions used for grants in the first nine months of fiscal 2005:

The Company did not issue, and there was no compensation expense related to the issuance of, any stock options during the nine and three month periods ended February 28, 2004. Therefore, there would have been no effect on net income and net income per share had the Company applied the fair value recognition provisions of SFAS No. 123.

22.  The Company accounts for impaired long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. This statement requires that long-lived assets and certain identifiable intangibles to be held and used by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Also, in general, long-lived assets and certain intangibles to be disposed of should be reported at the lower of the carrying amount or fair value less cost to sell. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the estimated future cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds the estimated expected undiscounted future cash flows, the Company measures the amount of the impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows at the rate the Company utilizes to evaluate potential investments. During the first six months of fiscal 2005, the Company recorded impairment charges related to leasehold improvements of $1.1 million. During the three months ended February 26, 2005, the impaired assets were written off as part of a store closing. During the prior year's nine and three month periods, there were no impairment charges recorded.

23.  The Company continuously monitors and evaluates store profitability. Based upon these evaluations, the decision to permanently close a store or to relocate a store within its same trading market is made. Only those stores permanently closed where sales by another store will not absorb the closed store's sales are included in the Company's calculation of discontinued operations. In accordance with SFAS No. 144, the Company's discontinued operations reflect the operating results for two stores and the Company's seventy-five percent consolidated investment closed during fiscal 2005 and for the eight stores closed during fiscal 2004.

25.  Basic and diluted income per share from continuing operations is based on the weighted average number of shares outstanding during each period. The amounts used in the calculation of basic and diluted income per share from continuing operations are as follows:

Options to purchase 87,700 shares of common stock were outstanding as of February 26, 2005, but were not included in the computation of weighted average shares outstanding, assuming dilution, because the exercise price of the options is greater than the average market price of common stock as of February 26, 2005 and therefore would be antidilutive. Options to purchase 16,300 shares of common stock were outstanding at February 28, 2004, but were not included in the computation of weighted average shares outstanding, assuming dilution, because the exercise price of the options is greater than the average market price of common stock as of February 28, 2004 and therefore would be antidilutive.

26.  The Company holds no derivative financial instruments.

28.  Certain reclassifications have been made to the prior year's financial statements to conform to the classifications used in the current year. These reclassifications primarily relate to the treatment of discontinued store operations.

29.  In March 2004, the EITF issued a consensus on EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. In this consensus, the EITF required certain quantitative and qualitative disclosures related to debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115 that are in an unrealized loss position at the balance sheet date but for which an other-than-temporary impairment has not been recognized. In addition, the EITF developed a basic model in evaluating whether investments within the scope of EITF Issue No. 03-01 have other-than-temporary impairment. In September 2004, the Financial Accounting Standards Board ("FASB") issued FASB Staff Position 03-1-1, which delays the effective date of paragraph 10-20 of EITF Issue No. 03-01 until additional guidance is issued for the application of the recognition and measurement provisions of EITF 03-1 to investments in securities that are impaired. The Company does not believe the adoption of EITF Issue No. 03-01 will have a material impact on the Company's consolidated financial statements.*

In December 2004, the FASB issued SFAS No. 123(R) Share Based Payment. Statement No. 123(R) requires all entities to recognize compensation expense in an amount equal to the fair value of share based payments granted to employees. This statement is effective for the first reporting period beginning after June 15, 2005. The Company will adopt Statement No. 123(R) beginning with its second quarter of fiscal 2006. Adoption of the statement will require the Company to record compensation expense relating to the issuance of employee stock options. Currently, the Company follows APB No. 25 which does not require the recognition of compensation expense relating to the issuance of stock options so long as the quoted market price of the Company's stock at the date of grant is less than or equal to the amount an employee must pay to acquire the stock. The Company is currently evaluating the provisions of SFAS No. 123(R) and has not yet determined the effect that adoption of this standard will have on its financial statements.

In November 2004, the EITF issued a consensus on EITF Issue No. 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", in Determining Whether to Report Discontinued Operations. In this consensus, the EITF provided guidance on how an ongoing entity should evaluate whether the operations and cash flow of a disposed component have been or will be eliminated from the ongoing operations of the entity. The Company adopted the requirements of EITF No. 03-13 during fiscal 2005. The adoption did not have a material effect on the Company's consolidated financial statements.

30.  There have been no material changes from the disclosures made regarding commitments and contingencies in Amendment No. 3 to the Company's Annual Report on Form 10-K/A for the year ended May 29, 2004 filed with the Securities and Exchange Commission concurrently with this filing.

*Forward Looking Statement. See Safe Harbor Statement on Page 26.

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations.

Burlington Coat Factory's management intends for this discussion to provide the reader with information that will assist in understanding our financial statements, the changes in certain key items in those financial statements from year to year, and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements. The following discussion contains forward-looking information and should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this report and in Amendment No. 3 to the Company's Annual Report on Form 10-K/A filed with the Securities and Exchange Commission concurrently with this filing, along with any additional amendments thereto. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed under the section entitled "Safe Harbor Statement." All applicable disclosures in the following discussion have been modified to reflect the Restatement as described below.

Restatement

Historically, when accounting for leases with renewal options, the Company recorded rent expense on a straight-line basis over the fixed initial term, with the term commencing when rental payments actually began, and computed depreciation/amortization on the related leasehold improvements and other long-lived assets located on these properties over their useful lives. The Company has restated the financial statements to recognize rent expense on a straight-line basis over the expected lease term, including rent holidays and option periods where exercise of such option periods is reasonably assured. In addition, the commencement date of the period over which rental expense is recognized is the earlier of the date on which the Company becomes legally obligated for rental payments or the date on which the Company takes possession of the property. The resulting adjustments have no effect on historical or future cash flows or timing of payments under pertinent leases.

In addition, the Company previously netted lease incentives received from the lessor for the reimbursement of costs of leasehold improvements against the incurred capital expenditures. The Company has restated its previously issued financial statements for the nine and three month periods ended February 28, 2004 to account for these lease incentives by recording them as deferred rent and amortizing them over the lease term.

In addition, the Company identified other matters requiring the reclassification of certain items in its statements of operations and cash flows, as discussed in Note 2.

Burlington Coat Factory experienced an increase in sales in both the first nine months and the third quarter of fiscal 2005. Net sales from continuing operations for the first nine months of fiscal 2005 ended February 26, 2005 were $2.42 billion compared with $2.16 billion for the comparative period ended February 28, 2004, a 12.0% increase. These results reflect a 5.8% comparative store sales increase over the comparative period in the prior year. For the three months ended February 26, 2005, net sales were $969.6 million compared with $851.0 million for the three months ended February 28, 2004, a 13.9% increase. Comparative store sales increased 8.4 % during the three month period. Comparative store sales increased 10.1% in December, increased 4.9% in January and increased 7.9% in February compared with the same periods last year. Gross margins increased during the nine months ended February 26, 2005 compared with the nine months ended February 28, 2004 due primarily to a reduction in the Company's interim provision for inventory shrinkage. This improvement was offset in part by higher markdowns taken during the nine months ended February 26, 2005. Gross margins increased during the three month comparative period as the Company realized improvements in markdowns taken, initial margins, inventory shrinkage provisions and sales discounts.

During the nine months of fiscal 2005, the Company opened six Burlington Coat Factory stores, three free-standing MJM Designer Shoe stores and one Super Baby Depot store, and relocated five Burlington Coat Factory stores to new locations within their existing trading markets. In addition, the Company reopened two locations previously operated as Decelle stores as new Cohoes Fashion stores. The Company expects to open an additional three Burlington Coat Factory stores, one MJM Designer Shoe store and one Super Baby Depot store during the remainder of fiscal 2005. The Company also expects to relocate two existing Burlington Coat Factory stores to new locations within the same trading market during the remainder of fiscal 2005.

Management considers numerous factors in assessing the Company's performance. Key performance measures used by management include comparative store sales, inventory turnover, inventory levels, gross margin, net operating margin and liquidity.

Comparative store sales is a measure of the performance of a store during the current reporting period against the performance of the same store in the corresponding period of the previous year. The Company experienced an increase in comparative store sales of 5.8% and 8.4% in the nine and three month periods of fiscal 2005 compared with similar periods of fiscal 2004.

Inventory turnover is a measure that indicates how efficiently inventory is bought and sold. It measures the length of time the Company owns its inventory. This is significant because usually the longer the inventory is owned, the more likely markdowns may be required to sell the inventory. Inventory turnover is calculated by dividing the retail sales before sales discounts by the average retail stock for the period being measured. The Company's inventory turnover rate for the nine months ended February 26, 2005 and February 28, 2004 was 2.3 and 2.2, respectively.

Inventory levels are monitored by management to assure that the stores are properly stocked to service customer needs while at the same time assuring that stores are not over-stocked which would necessitate increased markdowns to move slow-selling merchandise. At February 26, 2005, inventory was $727.1 million, an average of $2.0 million per store, versus $608.2 million, an average of $1.8 million per store, at February 28, 2004. This increase in inventory is due to the increase in the number of stores operating in the first nine months of fiscal 2005 compared with the first nine months of fiscal 2004 and to an increase in inventory at comparative stores of 10.3%, due primarily to an earlier Easter selling season this fiscal year compared with the prior year.

Gross margin is a measure used by management to indicate whether the Company is selling merchandise at an appropriate gross profit. Gross margin is the difference between net sales and the cost of sales. For the nine months ended February 26, 2005, the Company experienced an increase in gross margin to 36.9%, from 36.7%. This increase is due primarily to decreases in the Company's interim inventory shrinkage provision in the current year's nine month period compared with the similar period of last year. For the comparative three month periods ended February 26, 2005 and February 28, 2004, gross margin increased to 36.9% from 35.5%. This increase was a result of decreases in markdown expenses, higher initial margin, decreases in the Company's interim provision for inventory shrinkage, and decreases in sales discounts.

Net operating margin provides management with an indication of the operating profitability of the Company. Net operating margin is the difference between revenues (net sales and other revenues) and the combination of the Cost of Sales and Operating Expenses (Selling and Administrative Expenses and Depreciation). Net operating margin for the nine and three months ended February 26, 2005 was $144.0 million and $106.3 million, respectively. For the similar nine and three months of last fiscal year, net operating margin was $83.4 million and $61.4 million, respectively.

The Company's condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities; (ii) the disclosure of contingent assets and liabilities at the date of the consolidated financial statements; and (iii) the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue returns, bad debts, inventories, income taxes, financing operations, asset impairment, retirement benefits, risk participation agreements, vendor promotional allowances, reserves for closed store and contingencies and litigation. Historical experience and various other factors, that are believed to be reasonable under the circumstances, form the basis for making estimates and judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company believes that the following represent its more critical estimates and assumptions used in the preparation of the consolidated financial statements, although the list is not exhaustive:

Inventory. The Company's inventory is valued at the lower of cost or market using the retail first-in, first-out ("FIFO") inventory method. Under the retail inventory method, the valuation of inventory at cost and resulting gross margin are calculated by applying a calculated cost to retail ratio to the retail value of inventory. The retail inventory method is an averaging method that has been widely used in the retail industry due to its practicality. Additionally, the use of the retail inventory method will result in valuing inventory at the lower of cost or market if markdowns are currently taken as a reduction of the retail value of inventory. Inherent in the retail inventory method calculation are certain significant management judgments and estimates including, merchandise markon, markups, markdowns and shrinkage which significantly impact the ending inventory valuation at cost as well as the resulting gross margin. Management believes that the Company's retail inventory method and application of FIFO provides an inventory valuation which approximates cost using a first-in, first-out assumption and results in carrying value at the lower of cost or market. Estimates are used to charge inventory shrinkage for the first three fiscal quarters of the fiscal year. An actual physical inventory is conducted at the end of the fiscal year to calculate actual shrinkage. The Company also estimates its required markdown allowances. If actual market conditions are less favorable than those projected by management, additional markdowns may be required. While the Company makes estimates on the basis of the best information available to it at the time estimates are made, over accruals or under accruals may be uncovered as a result of the physical inventory requiring fourth quarter adjustments.

Long-Lived Assets. The Company tests for recoverability of long-lived assets whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. This includes performing an analysis of anticipated undiscounted future net cash flows of long-lived assets. If the carrying value of the related assets exceeds the undiscounted cash flow, the Company reduces the carrying value to its fair value, which is generally calculated using discounted cash flows. Various factors including future sales growth and profit margins are included in this analysis. To the extent these future projections change, the conclusion regarding impairment may differ from the estimates. Future adverse changes in market conditions or poor operating results of underlying assets could result in losses or an inability to recover the carrying value of the assets that may not be reflected in an asset's current carrying value, thereby possibly requiring an impairment charge in the future.

Allowance for Doubtful Accounts. The Company maintains allowances for bad checks and losses on credit card accounts. This reserve is calculated based upon historical collection activities adjusted for current conditions.

In March 2004, the EITF issued a consensus on EITF Issue No. 03-01, The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments. In this consensus, the EITF required certain quantitative and qualitative disclosures related to debt and marketable equity securities classified as available-for-sale or held-to-maturity under SFAS No. 115 that are in an unrealized loss position at the balance sheet date but for which an other-than-temporary impairment has not been recognized. In addition, the EITF developed a basic model in evaluating whether investments within the scope of EITF Issue No. 03-01 have other-than-temporary impairment. In September 2004, the FASB issued FASB Staff Position EITF 03-1-1, which delays the effective date until additional guidance is issued for the application of the recognition and measurement provisions of EITF 03-1 to investments in securities that are impaired. The Company does not believe the adoption of EITF Issue No. 03-01 will have a material impact on the Company's consolidated financial statements.

In November 2004, the EITF issued a consensus on EITF Issue No. 03-13, Applying the Conditions in Paragraph 42 of FASB Statement No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", in Determining Whether to Report Discontinued Operations. In this consensus, the EITF provided guidance on how an ongoing entity should evaluate whether the operations and cash flow of a disposed component have been or will be eliminated from the ongoing operations of the entity. The Company adopted the requirements of EITF No. 03-13 during fiscal 2005. The adoption did not have a material effect on the Company's consolidated financial statements.

The following table sets forth certain items in the Condensed Consolidated Statements of Operations as a percentage of net sales for the nine and three month periods ended February 26, 2005 and February 28, 2004.

Sales

Consolidated net sales increased $259.2 million (12.0%) for the nine month period ended February 26, 2005 compared with the similar period of last year. Comparative stores sales increased 5.8% for the first nine months of fiscal 2005.

Beginning in fiscal 2004, the Company defines its comparative store sales as sales of those stores (net of sales discounts) that are beginning their four hundred and twenty-fifth day of operation (approximately 1 year and 2 months). Existing stores whose square footage has been changed by more than 20% and relocated stores are classified as new stores for comparative store sales purposes. This method is used in this section in comparing the results of operations for the nine and three month periods ended February 26, 2005 with the results of operations for the nine and three month periods ended February 28, 2004. Prior to fiscal 2004: (i) the Company defined comparative store sales as sales of those stores beginning their three hundred and sixty-fifth day of operation; (ii) comparative store sales did not include sales discounts; (iii) comparative store sales included sales of all expanded stores; and (iv) relocated stores were treated as new stores for comparative store sales purposes.

Six new and five relocated Burlington Coat Factory department stores opened during the first nine months of fiscal 2005 contributed $51.7 million to net sales for the first nine months of fiscal 2005. Stores opened during fiscal 2004 contributed $77.9 million to this year's net sales in their non-comparative periods.

Net sales increased $118.6 million (13.9%) for the three month period ended February 26, 2005 compared with the similar period of last year. Comparative store sales increased 8.4% for the three month period. The increase in comparative store sales was in part the result of colder temperatures throughout the country compared with the prior year.

The Cohoes Fashions stores contributed $33.8 million and $12.7 million to net sales for the nine and three month periods ended February 26, 2005 compared with $28.9 million and $11.0 million for the similar periods ended February 28, 2004. During the second quarter of fiscal 2005, two stores previously operated as Decelle stores were reopened as Cohoes Fashions stores. These two stores contributed $4.4 million and $1.8 million to net sales for the nine and three months ended February 26, 2005.

The MJM Designer Shoes stores contributed $29.3 million and $10.4 million to sales for the nine and three month periods ended February 26, 2005 compared with $22.0 million and $7.6 million for the comparative periods of last year. As of February 26, 2005, fourteen MJM Designer Shoes stores were operating. Three new MJM Designer Shoes stores opened during the second quarter of fiscal 2005 contributed $4.9 million and $2.3 million to net sales for the nine and three months ended February 26, 2005.

During this year's second quarter, the Company opened a new Super Baby Depot store in Moorestown, New Jersey. The store contributed $0.9 million and $0.5 million to net sales for the nine and three month periods ended February 26, 2005.

Other Revenue

Other Revenue (consisting of rental income received from leased departments, subleased rental income, layaway and alteration service charges and other miscellaneous items) increased to $21.9 million and $7.5 million for the nine and three month periods ended February 26, 2005 compared with $19.8 million and $6.8 million for the similar periods of last year. Rental income increased $1.4 million to $14.3 million and $0.5 million to $5.5 million for the nine and three month periods ended February 26, 2005, over the similar periods of last year. Rental income increases were primarily related to sublease rental and license fee income from new stores and from two shopping centers controlled by the Company.

Cost of Sales

Cost of sales increased $158.8 million (11.6%) for the nine month period ended February 26, 2005 compared with the similar period of last year. The dollar increase in cost of sales was due primarily to the increase in net sales during the current year nine month period compared with the similar period of last year. Cost of sales as a percentage of net sales decreased from 63.3% in the fiscal 2004 period to 63.1% in the fiscal 2005 period. The decrease in cost of sales, as a percentage of sales, for the fiscal 2005 period compared with the fiscal 2004 period, was primarily the result of decreases in the Company's interim provision for inventory shrinkage and sales discount decreases being offset in part by increased markdown costs. The Company's cost of sales and gross margin may not be comparable to those of other entities, since some entities include all of the costs related to their buying and distribution functions in cost of sales. The Company includes these costs in the selling and administrative expenses line item in the Condensed Consolidated Statements of Operations. The Company includes in its Cost of Sales line item all costs of merchandise (net of purchase discounts and certain vendor allowances), inbound freight, warehouse outbound freight and freight related to internally transferred merchandise and certain merchandise acquisition costs, primarily commissions and import fees.

For the three month period ended February 26, 2005, compared with the three month period ended February 28, 2004, cost of sales increased from $549.0 million to $612.0 million. For the comparative three month periods, as a percentage of sales, cost of sales decreased to 63.1% from 64.5%. This decrease is primarily attributable to decreases in markdowns, higher initial margins, decreases in the Company's provision for inventory shrinkage and decreases in sales discounts.

Selling and Administrative Expense

Selling and administrative expenses were $705.5 million and $237.2 million for the nine and three month periods ended February 26, 2005, respectively, compared with $667.6 million and $225.8 million for the comparative periods of last year. As a percentage of sales, selling and administrative expenses were 29.2% and 24.5% for the nine and three month periods ended February 26, 2005, respectively. For the comparative nine and three month periods ended February 28, 2004, selling and administrative expenses were 30.9% and 26.6% of sales, respectively. The dollar increase in selling and administrative expenses was primarily the result of the increased number of stores operating during the nine and three month periods of this fiscal year compared with the similar periods of last year. The percentage decrease is primarily related to comparative sales increases during the periods. During fiscal 2004 and fiscal 2003, the Company established reserves of $1.5 million and $0.4 million, respectively, for future lease obligations relating to stores closed during these periods, of which $0.7 million was paid during the first nine months of fiscal 2005.

Depreciation Expense

Depreciation expense amounted to $64.9 million and $21.7 million in the nine and three month periods ended February 26, 2005 compared with $60.8 million and $21.5 million in the nine and three month periods ended February 28, 2004. These increases are attributable primarily to capital additions relating to new store purchases, improvements, expansions and remodelings over the past two fiscal years.

Interest Expense

Interest expense increased $1.3 million to $5.4 million for the nine month period ended February 26, 2005 compared with the similar period of last year. For the three month period ended February 26, 2005, compared with the three month period ended February 28, 2004, interest expense increased $0.2 million to $1.8 million. The nine month increase in interest expense is primarily related to the $100.0 million of senior notes issued by the Company in September 2003.

Other Income, Net

Other income, net (consisting of investment income, gains and losses on disposition of assets and other miscellaneous items) increased to $9.0 million and $4.4 million for the nine and three month periods ended February 26, 2005 compared with $1.9 million and $1.4 million for the similar periods of last year. During the second quarter of fiscal 2005, the Company received $3.9 million in settlement of claims the Company had filed in the bankruptcy proceedings of Kmart Corporation in respect of four lease locations which it had subleased to the Company. For the nine and three month periods ended February 26, 2005, the Company realized a net gain on disposition of property and equipment of $1.0 million and $1.6 million, respectively. This compares with net disposition losses of $2.9 million and $1.5 million in the similar periods of a year ago. Investment related income amounted to $3.1 million and $1.7 million for the nine and three month periods ended February 26, 2005 compared with $1.8 million and $0.9 million for the similar periods of last year. These increases are primarily related to increases in interest income realized from higher amounts of investable funds and to gains on the sale of investments.

Income Tax

Income tax expense was $57.4 million and $42.7 million for the nine and three month periods ended February 26, 2005, respectively, compared to $31.4 million and $23.6 million for the similar fiscal periods of last year. The effective tax rate for the first nine months of fiscal 2005 was 38.9% compared with 38.7% in the first nine months of fiscal 2004. The increase in the effective tax rate is primarily the result an increase in the Company's expected effective state income tax rate.

Income from Continuing Operations

Income from continuing operations amounted to $90.2 million and $66.2 million for the nine and three month periods ended February 26, 2005, respectively, compared with $49.8 million and $37.6 million for the comparative periods of last year. Basic and diluted income per share from continuing operations was $2.02 per share and $1.48 per share for the nine and three month periods ended February 26, 2005, respectively, compared with basic and diluted income per share from continuing operations of $1.12 and $0.84 per share for the similar periods of fiscal 2004.

Discontinued Operations

During fiscal 2005, the Company discontinued the operations of two stores and the operations of one of its consolidated investments. During fiscal 2004, the Company discontinued the operations of eight stores. During the nine and three month periods ended February 26, 2005, net sales for these stores and investment amounted to $6.3 million and $2.0 million, respectively. Gross margin amounted to $1.7 million and $0.7 million for the nine and three month periods ended February 26, 2005, respectively. Income from discontinued operations for the three month period ended February 26, 2005 amounted to $0.5 million. Loss from discontinued operations amounted to $0.5 million during the nine month period ended February 26, 2005. Loss per share from discontinued operations for the nine month period ended February 26, 2005 was $0.01 per share. Income per share from discontinued operations for the three month period ended February 26, 2005 was $0.01 per share. For the nine and three month periods ended February 28, 2004, sales for discontinued operations were $16.6 million and $5.0 million, respectively. Gross margins amounted to $4.7 million and $1.0 million for the nine and three month fiscal 2004 periods. Net loss amounted to $3.4 million and $1.6 million for the nine and three month periods. Net loss for the nine and three month periods ended February 28, 2004 was $0.08 per share and $0.03 per share, respectively.

Overview

The Company was able to satisfy its cash requirements for current operations, expansions (such as new store openings), and other initiatives primarily from cash flows provided by operating activities, combined with the sale of senior notes, short-term borrowings and utilizing available lines of credit.

Operational Growth

During the first nine months of fiscal 2005, the Company opened six Burlington Coat Factory Warehouse department stores and relocated five Burlington Coat Factory Warehouse department stores to new locations within their trading areas. The Company opened three MJM Designer Shoes stores, one Super Baby Depot store and converted two closed Decelle stores to new Cohoes Fashion stores. The Company estimates spending approximately $108.5 million in capital expenditures during fiscal 2005 including $92.5 million for store expenditures, $2.6 million for upgrades of warehouse facilities and $13.4 million for computer and other equipment expenditures. For the first nine months of fiscal 2005, capital expenditures amounted to approximately $79.2 million.

Stock Repurchases

From time to time, the Company repurchases shares of its stock. These purchases are reflected as treasury stock in the equity section of the balance sheet. During fiscal 2004 and the first nine months of fiscal 2005, the Company did not repurchase any shares of its stock. During fiscal 2005 and fiscal 2004, the Company reissued 47,474 shares and 46,402 shares of treasury stock as part of its required contribution to the Company's 401(k) and profit sharing plans, respectively. As of February 26, 2005, the Company had authority to purchase an additional $10.0 million of its stock.

Working Capital

Working capital increased to $386.2 million at February 26, 2005 from $330.0 million at May 29, 2004.

Net Cash from Operating Activities

Net cash provided by continuing operating activities of $146.7 million for the first nine months of fiscal 2005 increased by $19.3 million from $127.4 million in net cash provided by operating activities for the similar period of fiscal 2004. Increases in purchases of merchandise inventory, offset in part by accounts payable, other current liabilities and cash related items included in net income, resulted in the decrease in net cash provided by continuing operating activities.

Dividends

On August 5, 2004, the Board of Directors of the Company declared a cash dividend in the amount of four cents ($0.04) per share payable on December 15, 2004 to stockholders of record on November 22, 2004. The paid dividend amounted to $ 1.8 million. On January 10, 2005, the Board of Directors of the Company declared a special dividend of fifty-six cents ($0.56) per share payable on February 21, 2005 to stockholders of record on January 29, 2005. The dividend amounted to $26.8 million. The special dividend was declared as a result of the Company's cash position being in excess of its expected cash requirements for the remainder of the fiscal year.*

* Forward Looking Statement. See Safe Harbor Statement on Page 26.

Long-Term Borrowings and Capital Lease Obligations

The Company's long-term borrowings at February 26, 2005 consisted of $100 million of Senior Notes issued to institutional investors in a private placement, an industrial development refunding bond of $5.7 million issued by the New Jersey Economic Development Authority (the "Refunding Bonds"), a $1.4 million loan from the Burlington County Board of Chosen Freeholders and capital lease obligations of $26.5 million.

Refunding Bonds. The Refunding Bonds consist of term bonds. The term bonds consist of two portions, $0.7 million maturing on September 1, 2005 and $5.0 million maturing on September 1, 2010. The term bonds bear interest at the rates of 5.6% for the portion maturing on September 1, 2005 and 6.125% per annum for the portion maturing on September 1, 2010. The average interest rate and average scheduled maturity of the Refunding Bonds are 6.1% and 3.3 years, respectively. Payment of the principal and interest are guaranteed under an irrevocable letter of credit in the amount of $5.9 million.

Loan from Burlington County Board of Freeholders. On December 5, 2001, the Company borrowed $2.0 million from the Burlington County Board of Chosen Freeholders. The proceeds were used for part of the acquisition and development costs of a new warehouse facility in Edgewater Park, New Jersey. The loan is interest-free and matures on January 1, 2012. The loan is to be repaid in monthly installments of $16,667 which began on February 1, 2002. The loan is secured by a letter of credit in the amount of $1.2 million.

Senior Notes. On August 15, 2003, the Company and its wholly-owned subsidiary, Burlington Coat Factory Warehouse of New Jersey, Inc., entered into a Note Purchase Agreement with a group of institutional investors for the sale of an aggregate of $100 million of Senior Notes. The Notes were issued on September 30, 2003 in two tranches. The Series A Notes aggregated $36 million at an interest rate of 4.06% due in annual payments of various amounts from September 30, 2006 to September 30, 2010. The Series B Notes aggregated $64 million at an interest rate of 4.67% due in annual payments of various amounts from September 30, 2007 to September 30, 2013. The Company intends to use the proceeds from the sale of the Notes for general corporate purposes and the build-out of additional stores, including associated real estate acquisitions.

Capital Lease Obligations. The Company has capital lease obligations relating to two of its stores. The lease terms for these locations extend over twenty-three years and twenty-one years. The capital lease obligations equal the present value of the minimum lease payments under the leases and amounted to $27.1 million. At February 26, 2005, capital lease obligations amounted to $26.5 million. During the nine and three month periods ended February 26, 2005, $1.7 million and $0.6 million of lease payments were applied to interest and $0.1 million were applied against capital lease obligations.

Lines of Credit

As of February 26, 2005 and February 28, 2004, the Company had in place a committed four year revolving line of credit agreement in the amount of $100.0 million. The term of the committed revolving line of credit automatically renews for an additional year on its anniversary unless the lender gives notice of its intention to not renew in which case the revolving line of credit will continue until the remaining three year term expires. Short term borrowings against the Company's lines of credit bear interest at or below the lending bank's prime rate (5.5% at February 26, 2005). The Company had letter of credit commitments outstanding against the committed line of credit of $21.0 million at February 26, 2005 and $21.5 million at February 28, 2004. For the nine and three month periods ended February 26, 2005, the Company had no borrowing under these lines of credit.

At February 28, 2004, the Company had no borrowings under the line of credit. Maximum borrowing amounted to $62.9 million during the first quarter and $74.9 million during the second quarter of fiscal 2004. The average borrowing under these credit lines during the first quarter of fiscal 2004 was $33.3 million, at an average interest rate of 1.6%. During last fiscal year's second quarter, the maximum borrowing under the line of credit amounted to $53.7 million, at an average interest rate of 1.6%. Borrowings under the Company's lines of credit were necessary during the prior year's first six months primarily because of the purchase of inventory during the period and capital expenditure requirements.

Letters of Credit

The Company also had letter of credit agreements with a bank in the amount of $1.2 million and $2.4 million guaranteeing performance under various leases, insurance contracts and utility agreements at February 26, 2005 and February 28, 2004, respectively.

Off-Balance Sheet Arrangements and Contractual Obligations

As of February 26, 2005, the Company had no material off balance sheet arrangements. The Company's contractual obligations and commitments, which consist of debt, capital and operating leases, open purchase orders, outstanding letters of credit and other miscellaneous commitments, have not changed materially from the amounts disclosed in Amendment No. 3 to the Company's Annual Report on Form 10-K/A for the fiscal year ended May 29, 2004, as amended.

The Company believes that its current capital expenditures and operating requirements can be satisfied from internally generated funds, from the proceeds of the sale of the $100 million of senior notes and from short term borrowings under its revolving credit loan agreement.* Furthermore, to the extent that the Company decides to purchase additional store locations, or to undertake unusual transactions such as an acquisition, it may be necessary to finance such transactions with additional long term borrowings.*

* Forward Looking Statement. See Safe Harbor Statement on Page 26.