bbby-20210529

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the quarterly period ended May 29, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from ________ to ________

Commission File Number 0-20214

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)


New York						11-2250488
(State of incorporation)						(IRS Employer Identification No.)

650 Liberty Avenue, Union, New Jersey 07083

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (908) 688-0888

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	BBBY	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Number of shares outstanding of the issuer's Common Stock:


Class						Outstanding at May 29, 2021
Common Stock - $0.01 par value						104,513,541

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BED BATH & BEYOND INC. AND SUBSIDIARIES

INDEX

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Consolidated Balance Sheets M ay 29 , 202 1 and February 2 7 , 202 1

Consolidated Statements of Operations Three Months Ended May 29 , 202 1 and May 30, 2 02 0

Consolidated Statements of Comprehensive Loss Three Months Ended May 29 , 202 1 and May 30, 20 20

Consolidated Statements of Shareholders' Equity Three Months Ended May 2 9 , 202 1 and May 30, 20 20

Consolidated Statements of Cash Flows Three Months Ended May 2 9 , 202 1 and May 30, 2020

Notes to Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II - OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Balance Sheets

(in thousands, except per share data)

(unaudited)


	May 29, 2021		February 27, 2021
Assets
Current assets:
Cash and cash equivalents	$	1,097,267	$	1,352,984
Short term investment securities	29,997		—
Merchandise inventories	1,563,602		1,671,909
Prepaid expenses and other current assets	515,993		595,152

Total current assets	3,206,859		3,620,045
Long term investment securities	19,458		19,545
Property and equipment, net	929,335		918,418
Operating lease assets	1,584,144		1,587,101
Other assets	313,493		311,821
Total assets	$	6,053,289	$	6,456,930

Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable	$	889,883	$	986,045
Accrued expenses and other current liabilities	506,674		636,329
Merchandise credit and gift card liabilities	309,576		312,486
Current operating lease liabilities	347,365		360,061


Total current liabilities	2,053,498		2,294,921
Other liabilities	78,353		82,279
Operating lease liabilities	1,529,173		1,509,767
Income taxes payable	102,905		102,664
Long term debt	1,182,566		1,190,363
Total liabilities	4,946,495		5,179,994

Shareholders' equity:
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding	—		—
Common stock - $0.01 par value; authorized - 900,000 shares; issued 343,570 and 343,241, respectively; outstanding 104,513 and 109,621 shares, respectively	3,435		3,432
Additional paid-in capital	2,208,052		2,152,135
Retained earnings	10,174,656		10,225,253
Treasury stock, at cost; 239,057 and 233,620 shares, respectively	(11,234,529)		(11,048,284)
Accumulated other comprehensive loss	(44,820)		(55,600)

Total shareholders' equity	1,106,794		1,276,936

Total liabilities and shareholders' equity	$	6,053,289	$	6,456,930

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended
		May 29, 2021		May 30, 2020
Net sales		$	1,953,812	$	1,307,447

Cost of sales		1,320,118		958,958

Gross profit		633,694		348,489

Selling, general and administrative expenses		658,762		724,157

Impairments		9,129		85,261

Restructuring and transformation initiative expenses		33,686		—

Loss on sale of businesses		3,989		—

Operating loss		(71,872)		(460,929)

Interest expense, net		16,000		17,171

Loss on extinguishment of debt		265		—

Loss before benefit for income taxes		(88,137)		(478,100)

Benefit for income taxes		(37,263)		(175,809)

Net loss		$	(50,874)	$	(302,291)

Net loss per share - Basic		$	(0.48)	$	(2.44)
Net loss per share - Diluted		$	(0.48)	$	(2.44)

Weighted average shares outstanding - Basic		106,772		123,697
Weighted average shares outstanding - Diluted		106,772		123,697

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Comprehensive Loss

(in thousands, unaudited)


	Three Months Ended
		May 29, 2021		May 30, 2020
Net loss		$	(50,874)	$	(302,291)

Other comprehensive income (loss):
Change in temporary impairment of auction rate securities, net of taxes		(64)		(568)
Pension adjustment, net of taxes		—		(304)
Currency translation adjustment		10,844		(6,036)
Other comprehensive income (loss)		10,780		(6,908)

Comprehensive loss		$	(40,094)	$	(309,199)

See accompanying Notes to Consolidated Financial Statements.

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BED BATH & BEYOND INC. AND SUBSIDIARIES

Consolidated Statements of Shareholders' Equity

(in thousands, unaudited)


	Three Months Ended May 29, 2021
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at February 27, 2021	343,241	$	3,432	$	2,152,135	$	10,225,253	(233,620)	$	(11,048,284)	$	(55,600)	$	1,276,936
Net loss	—	—		—		(50,874)		—	—		—		(50,874)
Other comprehensive income, net of tax	—	—		—		—		—	—		10,780		10,780
Dividend forfeited	—	—		—		277		—	—		—		277
Issuance of restricted shares, net	322	3		(3)		—		—	—		—		—
Payment and vesting of performance stock units	—	—		—		—		—	—		—		—
Stock-based compensation expense, net	—	—		8,232		—		—	—		—		8,232
Accelerated share repurchase program	—	—		47,550		—		(200)	(47,550)		—		—
Director fees paid in stock	7	—		138		—		—	—		—		138
Repurchase of common stock, including fees	—	—		—		—		(5,237)	(138,695)		—		(138,695)
Balance at May 29, 2021	343,570	$	3,435	$	2,208,052	$	10,174,656	(239,057)	$	(11,234,529)	$	(44,820)	$	1,106,794


	Three Months Ended May 30, 2020
	Common Stock			Additional Paid- in Capital		Retained Earnings		Treasury Stock			Accumulated Other Comprehensive Loss		Total
	Shares	Amount						Shares	Amount
Balance at February 29, 2020	343,683	$	3,436	$	2,167,337	$	10,374,826	(217,155)	$	(10,715,755)	$	(64,909)	$	1,764,935
Net loss	—	—		—		(302,291)		—	—		—		(302,291)
Other comprehensive loss, net of tax	—	—		—		—		—	—		(6,908)		(6,908)
Dividend forfeited	—	—		—		—		—	—		—		—
Issuance of restricted shares, net	(108)	(1)		1		—		—	—		—		—
Payment and vesting of performance stock units	343	4		(4)		—		—	—		—		—
Stock-based compensation expense, net	—	—		7,891		—		—	—		—		7,891
Accelerated share repurchase program	—	—		—		—		—	—		—

SEC Form 10-Q filed by Bed Bath & Beyond Inc.