<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 29, 1997
OR
[ ] 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) (I.R.S. 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
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 X No
--- ---
NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK:
<TABLE>
<CAPTION>
CLASS OUTSTANDING AT NOVEMBER 29, 1997
----- --------------------------------
<S> <C>
Common Stock - $0.01 par value 68,954,120
</TABLE>
<PAGE> 2
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets
As of November 29, 1997 and March 1, 1997 3
Consolidated Statements of Earnings
For the Three Month and Nine Month Periods Ended
November 29, 1997 and November 24, 1996 4
Consolidated Statements of Cash Flows
For the Nine Month Periods Ended
November 29, 1997 and November 24, 1996 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 8
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 9
Exhibit Index 10
<PAGE> 3
BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
November 29, March 1,
1997 1997
-------- --------
(unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 40,398 $ 38,765
Merchandise inventories 303,921 187,185
Prepaid expenses and other current assets 2,277 1,605
-------- --------
Total current assets 346,596 227,555
-------- --------
Property and equipment, net 109,391 88,332
Other assets 17,115 14,038
-------- --------
$473,102 $329,925
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $116,706 $ 47,821
Accrued expenses and other current liabilities 69,843 47,923
Income taxes payable 5,707 10,132
-------- --------
Total current liabilities 192,256 105,876
-------- --------
Deferred rent 12,315 9,688
-------- --------
204,571 115,564
-------- --------
Shareholders' equity:
Preferred stock - $0.01 par value; authorized -
1,000,000 shares; no shares issued or
outstanding -- --
Common stock - $0.01 par value; authorized-
150,000,000 shares; issued and outstanding-
November 29, 1997, 68,954,120 shares and
March 1, 1997, 68,603,022 shares 690 686
Additional paid-in capital 60,018 54,149
Retained earnings 207,823 159,526
Total shareholders' equity 268,531 214,361
-------- --------
$473,102 $329,925
-------- ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-3-
<PAGE> 4
BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
------------------ -----------------
November 29, November 24, November 29, November 24,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 280,978 $ 214,793 $ 761,535 $ 577,954
Cost of sales, including buying,
occupancy and indirect costs 165,556 126,129 449,255 339,565
----------- ----------- ----------- -----------
Gross profit 115,422 88,664 312,280 238,389
Selling, general and administrative expenses 84,696 65,852 233,974 177,882
----------- ----------- ----------- -----------
Operating profit 30,726 22,812 78,306 60,507
Interest income 714 225 1,855 404
----------- ----------- ----------- -----------
Earnings before provision for income taxes 31,440 23,037 80,161 60,911
Provision for income taxes 12,497 9,157 31,864 24,212
----------- ----------- ----------- -----------
Net earnings $ 18,943 $ 13,880 $ 48,297 $ 36,699
=========== =========== =========== ===========
Net earnings per share $ 0.27 $ 0.20 $ 0.68 $ 0.52
=========== =========== =========== ===========
Weighted average shares outstanding 71,236,529 70,663,658 71,006,105 70,520,378
=========== =========== =========== ===========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-4-
<PAGE> 5
BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
Nine Months Ended
-----------------
November 29, November 24,
1997 1996
------------ ------------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 48,297 $ 36,699
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 13,147 9,624
Increase in assets:
Merchandise inventories (116,736) (76,777)
Prepaid expenses and other current assets (672) (662)
Other assets (3,077) (2,791)
Increase (decrease) in liabilities:
Accounts payable 68,885 47,520
Accrued expenses and other current liabilities 21,920 18,007
Income taxes payable (4,425) (2,337)
Deferred rent 2,627 2,000
--------- ---------
Net cash provided by operating activities 29,966 31,283
--------- ---------
Cash Flows from Investing Activities:
Capital expenditures (34,206) (29,230)
--------- ---------
Net cash used in investing activities (34,206) (29,230)
--------- ---------
Cash Flows from Financing Activities:
Net decrease in long-term debt 0 (5,000)
Proceeds from exercise of stock options 5,873 6,326
--------- ---------
Net cash provided by financing activities 5,873 1,326
--------- ---------
Net increase in cash and cash equivalents 1,633 3,379
Cash and cash equivalents:
Beginning of period 38,765 10,267
--------- ---------
End of period $ 40,398 $ 13,646
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
-5-
<PAGE> 6
BED BATH & BEYOND INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) BASIS OF PRESENTATION
The accompanying consolidated financial statements, except for the March 1, 1997
consolidated balance sheet, have been prepared without audit. In the opinion of
Management, the accompanying consolidated financial statements contain all
adjustments (consisting of only normal recurring accruals) necessary to present
fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the
"Company") as of November 29, 1997 and March 1, 1997 and the results of their
operations for the three month and nine month periods ended November 29, 1997
and November 24, 1996, respectively, and cash flows for the nine month periods
ended November 29, 1997 and November 24, 1996. Because of the seasonality of the
specialty retailing business, operating results of the Company on a quarterly
basis may not be indicative of operating results for the full year.
The accompanying unaudited consolidated financial statements are presented in
accordance with the requirements for Form 10-Q and consequently do not include
all the disclosures normally required by generally accepted accounting
principles. Reference should be made to Bed Bath & Beyond Inc.'s Annual Report
for the fiscal year ended March 1, 1997 for additional disclosures, including a
summary of the Company's significant accounting policies.
2) RECENT ACCOUNTING PRONOUNCEMENT
In February 1997, Statement of Financial Accounting Standards No. 128, "Earnings
per Share" (SFAS No. 128), was issued. SFAS No. 128 simplifies the standards for
computing earnings per share and makes the United States standards for computing
earnings per share more comparable to international standards. SFAS No. 128
requires presentation of "basic" earnings per share (which excludes dilution)
and "diluted" earnings per share. The Company does not believe the adoption of
SFAS No. 128 will have a material impact on the Company's reported earnings per
share. SFAS No. 128 is effective for financial statements issued for periods
ending after December 15, 1997 and requires restatement of all prior period
earnings per share presented.
-6-
<PAGE> 7
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months November 29, 1997 vs. Three Months November 24, 1996
Net sales for the third quarter ended November 29, 1997 were $281.0 million, an
increase of approximately $66.2 million or approximately 30.8% over net sales
of $214.8 million for the corresponding quarter last year. Approximately 86.5%
of the increase was attributable to new store net sales. The increase in
comparable store net sales in the third quarter of 1997 was approximately
4.2%. The increase in comparable store net sales reflects a number of factors,
including but not limited to, the level of consumer acceptance of the Company's
merchandise offerings and customer service and the generally favorable
retailing environment. Approximately 55% and 45% of net sales for the third
quarter were attributable to sales of domestics merchandise and home
furnishings merchandise, respectively.
Gross profit for the third quarter of 1997 was $115.4 million or 41.1% of net
sales compared with $88.7 million or 41.3% of net sales during the third quarter
of 1996. The decrease in gross profit, as a percentage of net sales, was
attributable to a number of factors, including a different mix of sales during
the third quarter of 1997 compared to the mix of sales during the third quarter
of 1996, and an increase in coupons redeemed associated with the Company's
marketing program.
Selling, general and administrative expenses ("SG&A") were $84.7 million in the
third quarter of 1997 compared with $65.9 million in the same quarter last year
and as a percentage of net sales were 30.1% and 30.7%, respectively. The
decrease in SG&A, as a percentage of net sales, primarily reflects a relative
decrease in costs associated with new store openings and a relative decrease in
payroll and payroll related items, which were partially offset by an increase in
occupancy costs.
Operating profit in the third quarter of 1997 increased to $30.7 million from
$22.8 million in the third quarter of 1996, reflecting primarily the increase in
net sales which was partially offset by increases in cost of sales and SG&A.
Nine Months November 29, 1997 vs. Nine Months November 24, 1996
Net sales for the nine months ended November 29, 1997 were $761.5 million, an
increase of approximately $183.6 million or approximately 31.8% over net sales
of $578.0 million for the corresponding period last year. Approximately 82.7%
of the increase was attributable to new store net sales. The increase in
comparable store net sales for the first nine months of 1997 was approximately
5.5%.
Gross profit for the first nine months of 1997 was $312.3 million or 41.0% of
net sales compared with $238.4 million or 41.2% of net sales during the same
period last year. The decrease in gross profit, as a percentage of net sales,
was attributable to a number of factors, including a different mix of sales
during the first nine months of this year compared with the mix of sales in the
corresponding period last year, and an increase in coupons redeemed associated
with the Company's marketing program.
SG&A expenses were $234.0 million in the first nine months of 1997 compared with
$177.9 million for the same period last year and as a percentage of net sales
were 30.7% and 30.8%, respectively.
-7-
<PAGE> 8
Operating profit in the first nine months of 1997 increased to $78.3 million
from $60.5 million for the same period last year, primarily resulting from the
increase in net sales, which was partially offset by an increase in cost of
sales and SG&A expenses.
EXPANSION PROGRAM
The Company is engaged in an ongoing expansion program involving the opening of
new stores in both existing and new markets and the expansion or replacement of
existing stores with larger stores. As a result of this program, the total
number of stores has increased to 141 stores at the end of the third quarter of
1997 compared with 108 stores at the end of the corresponding quarter last year.
Total square footage grew to 5,767,000 square feet at the end of the third
quarter of 1997, from 4,347,000 square feet at the end of the third quarter of
last year.
During the first nine months of fiscal 1997, the Company opened 33 new
superstores and expanded three stores resulting in an aggregate addition of
1,420,000 square feet to total store space. The Company does not anticipate
opening any additional new stores or expanding/relocating any stores during the
remainder of fiscal 1997.
FINANCIAL CONDITION
Total assets at November 29, 1997 were $473.1 million compared with $329.9
million at March 1, 1997, an increase of $143.2 million. Of the total increase,
$119.0 million represented an increase in current assets and $24.1 million
represented an increase in non-current assets. The increase in current assets
was primarily attributable to an increase in merchandise inventories, which
resulted from new store space and, to a lesser extent, the changes in
merchandising mix.
Total liabilities at November 29, 1997 were $204.6 million compared with $115.6
million at March 1, 1997, an increase of $89.0 million. The increase was
primarily attributable to a $68.9 million increase in accounts payable
(resulting from an increase in inventories) and a $21.9 million increase in
accrued expenses and other current liabilities.
Shareholders' equity was $268.5 million at November 29, 1997 compared with
$214.4 million at March 1, 1997. The increase primarily reflects net earnings
for the first nine months of fiscal 1997 and additional paid-in capital from the
exercise of stock options.
Capital expenditures for the first nine months of fiscal 1997 were $34.2 million
compared with $29.2 million for the corresponding period last year. The increase
is primarily attributable to furniture and fixtures and leasehold improvements
for the 33 new superstores opened and three stores expanded during the first
nine months compared to furniture and fixtures and leasehold improvements for
the 28 new superstores opened and two expanded stores in the same period last
year.
FORWARD LOOKING STATEMENTS
This Form 10-Q may contain forward looking statements. Important factors which
may affect these statements are contained in the Company's Annual Report to
shareholders for the fiscal year ended March 1, 1997.
-8-
<PAGE> 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) The exhibits to this report are listed on the Exhibit Index
included elsewhere herein.
(b) No reports on Form 8-K were filed by the Company during the
three month period ended November 29, 1997.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BED BATH & BEYOND INC.
(Registrant)
Date: January 12, 1998 By: /s/ Ronald Curwin
-----------------
Ronald Curwin
Chief Financial Officer and Treasurer
-9-
<PAGE> 10
EXHIBIT INDEX
Exhibit No. Exhibit Page No.
10.1 Third Amendment to the Credit Agreement among the
Company, Bed 'n Bath Stores, Inc., BBBL, Inc., BBBY
Management Corporation, and The Chase Manhattan
Bank, as Bank and Agent, dated September 11, 1997 11 - 13
10.2 Fourth Amendment to the Credit Agreement among the
Company, Bed 'n Bath Stores, Inc., BBBL, Inc., BBBY
Management Corporation, and The Chase Manhattan
Bank, as Bank and Agent, dated September 19, 1997 14 - 16
11 Computation of Per Share Earnings 17
27 Financial Data Schedule 18
(Filed electronically with SEC only)
-10-
<PAGE> 1
Exhibit 10.1
THIRD AMENDMENT (the "Third Amendment"), dated as of September 11,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995 and the
Second Amendment dated February 24, 1997, among BED BATH & BEYOND, INC. (the
"Company"), BED-N-BATH STORES, INC. ("BNBS"), BBBL, INC. ("BBBL") AND BBBY
MANAGEMENT CORPORATION ("BBBY"; BNBS, BBBL AND BBBY being together the
"Guarantors" and individually each a "Guarantor", and the Guarantors together
with the Company being the "Credit Parties") and THE CHASE MANHATTAN BANK
("Chase" as a "Bank" and as agent for the Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Credit Parties, the Banks and the Agent are parties to the
Agreement; and
WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chase is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:
Section 9.10 is hereby amended in its entirety so that such
Section, as so amended, shall read as follows: "Limitation on
Capital Expenditures. Make or commit to make (by way of the
acquisition of securities of a Person or otherwise) any
Capital Expenditure except for Capital Expenditures in the
ordinary course of business not exceeding, in the aggregate
for the Credit Parties and their respective Subsidiaries
during any fiscal year of the Credit Parties, $75,000,000 in
the fiscal year ending February 28, 1998, increasing by 30%
each year thereafter.
Representations and Warranties. To induce Chase to enter into this Third
Amendment, each of the Credit Parties hereby represents and warrants that:
(a) Such Credit Party has the power, authority and legal right
to make and deliver this Third Amendment and to perform its obligations
under the Agreement, as amended by this Third Amendment, without any
notice, consent, approval or authorization not already obtained, and
such Credit Party has taken all necessary action to authorize the same.
-11-
<PAGE> 2
(b) The making and delivery of this Third Amendment and the
performance of the Agreement, as amended by this Third Amendment, do
not violate any provision of law or any regulation or of the charter or
by-laws of such Credit Party or result in the breach of or constitute a
default under or require any consent under any indenture or other
agreement or instrument to which such Credit Party is a party or by
which such Credit Party or any of its property may be bound or
affected. The Agreement, as amended by this Third Amendment, constitute
a legal, valid and binding obligation of such Credit Party, enforceable
against it in accordance with its terms, except as the enforceability
thereof may be limited by any applicable bankruptcy, reorganization,
insolvency, moratorium or other laws affecting creditors' rights
generally.
(c) The representations and warranties contained in Section 6
of the Agreement are true and correct on and as of the date of this
Third Amendment and after giving effect thereto.
(d) No Default or Event of Default has occurred and is
continuing under the Agreement as of the date of this Third Amendment
and after giving effect thereto.
4. Effective Date. This Third Amendment shall become effective as
of September 11, 1997 when Chase shall have received counterparts of
this Third Amendment, duly executed by the respective parties thereto.
5. Counterparts. This Third Amendment may be signed in any number
of counterparts, each of which shall be an original and all of which taken
together shall constitute a single instrument with the same effect as if the
signatures thereto and hereto were upon the same instrument.
6. Full Force and Effect. Except as expressly modified by this
Third Amendment, all of the terms and provisions of the Agreement shall continue
in full force and effect, and all parties hereto shall be entitled to the
benefits thereof.
7. Governing Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New Jersey.
-12-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date set forth above.
BED BATH & BEYOND, INC.
By: /s/ Warren Eisenberg
--------------------
Title: Chairman and Co-Chief
Executive Officer
BED-N-BATH STORES, INC.
By: /s/ Warren Eisenberg
--------------------
Title: President
BBBL, INC.
By: /s/ Martin Lynch
--------------------
Title: President
BBBY MANAGEMENT CORPORATION
By: /s/ Warren Eisenberg
--------------------
Title: President
THE CHASE MANHATTAN BANK
By: /s/ Valerie Schanzer
--------------------
Title: Vice-President
-13-
<PAGE> 1
Exhibit 10.2
FOURTH AMENDMENT (the "Fourth Amendment"), dated as of September 19,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995 and the
Second Amendment dated February 24, 1997 and the Third Amendment dated September
11, 1997, among BED BATH & BEYOND, INC. (the "Company"), BED-N-BATH STORES, INC.
("BNBS"), BBBL, INC. ("BBBL") AND BBBY MANAGEMENT CORPORATION ("BBBY"; BNBS,
BBBL AND BBBY being together the "Guarantors" and individually each a
"Guarantor", and the Guarantors together with the Company being the "Credit
Parties") and THE CHASE MANHATTAN BANK ("Chase" as a "Bank" and as agent for the
Banks (in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Credit Parties, the Banks and the Agent are parties to the
Agreement; and
WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chase is agreeable to such request;
NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:
Section 9.9 is hereby amended in its entirety so that such Section, as
so amended, shall read as follows: "Limitation on Dividends. Declare or
pay any dividend (other than dividends payable solely in common stock
of the Company) on, or make any payment on account of, or set apart
assets for a sinking or other analogous fund for, the purchase,
redemption, defeasance, retirement or other acquisition of, any shares
of any class of Capital Stock of any Credit Party or any warrants or
options to purchase any such Capital Stock, whether now or hereafter
outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property or in obligations
of any Company or any Subsidiary (all of the foregoing is here and
after referred to as a "Dividend") except that the Company may declare
or pay cash Dividend(s) on its common stock only out of each year's
earnings, provided that after giving effect to any such declaration or
payment, as the case may be, no Default or Event of Default shall have
occurred and be continuing and that the cumulative amount of such
Dividends declared in any fiscal year shall not exceed 50% of
Consolidated Net Income for such fiscal year; provided further that any
credit party (other than the Company) may declare or pay a Dividend to
the Company."
-14-
<PAGE> 2
Representations and Warranties. To induce Chase to enter into this Fourth
Amendment, each of the Credit Parties hereby represents and warrants that:
(a) Such Credit Party has the power, authority and legal right
to make and deliver this Fourth Amendment and to perform its
obligations under the Agreement, as amended by this Fourth Amendment,
without any notice, consent, approval or authorization not already
obtained, and such Credit Party has taken all necessary action to
authorize the same.
(b) The making and delivery of this Fourth Amendment and the
performance of the Agreement, as amended by this Fourth Amendment, do
not violate any provision of law or any regulation or of the charter or
by-laws of such Credit Party or result in the breach of or constitute a
default under or require any consent under any indenture or other
agreement or instrument to which such Credit Party is a party or by
which such Credit Party or any of its property may be bound or
affected. The Agreement, as amended by this Fourth Amendment,
constitute a legal, valid and binding obligation of such Credit Party,
enforceable against it in accordance with its terms, except as the
enforceability thereof may be limited by any applicable bankruptcy,
reorganization, insolvency, moratorium or other laws affecting
creditors' rights generally.
(c) The representations and warranties contained in Section 6
of the Agreement are true and correct on and as of the date of this
Fourth Amendment and after giving effect thereto.
(d) No Default or Event of Default has occurred and is
continuing under the Agreement as of the date of this Fourth Amendment
and after giving effect thereto.
4. Effective Date. This Fourth Amendment shall become effective
as of September 19, 1997 when Chase shall have received counterparts of
this Fourth Amendment, duly executed by the respective parties thereto.
5. Counterparts. This Fourth Amendment may be signed in any
number of counterparts, each of which shall be an original and all of which
taken together shall constitute a single instrument with the same effect as if
the signatures thereto and hereto were upon the same instrument.
6. Full Force and Effect. Except as expressly modified by this
Fourth Amendment, all of the terms and provisions of the Agreement shall
continue in full force and effect, and all parties hereto shall be entitled to
the benefits thereof.
7. Governing Law. This Fourth Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New Jersey.
-15-
<PAGE> 3
IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the date set forth above.
BED BATH & BEYOND, INC.
By: /s/ Warren Eisenberg
--------------------
Title: Chairman and Co-Chief
Executive Officer
BED-N-BATH STORES, INC.
By: /s/ Warren Eisenberg
--------------------
Title: President
BBBL, INC.
By: /s/ Martin Lynch
--------------------
Title: President
BBBY MANAGEMENT CORPORATION
By: /s/ Warren Eisenberg
--------------------
Title: President
THE CHASE MANHATTAN BANK
By: /s/ Valerie Schanzer
--------------------
Title: Vice-President
-16-
<PAGE> 1
Exhibit 11
BED BATH & BEYOND INC. AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
November 29, November 24, November 29, November 24,
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Weighted average number of shares outstanding 68,906,985 68,471,672 68,779,209 68,363,010
Dilutive effect of common equivalent shares
(stock options) outstanding 2,329,544 2,191,986 2,226,896 2,157,368
----------- ----------- ----------- -----------
Weighted average number of shares and dilutive
common equivalent shares (stock options)
outstanding 71,236,529 70,663,658 71,006,105 70,520,378
=========== =========== =========== ===========
Net earnings $18,943,000 $13,880,000 $48,297,000 $36,699,000
=========== =========== =========== ===========
Net earnings per share $ 0.27 $ 0.20 $ 0.68 $ 0.52
=========== =========== =========== ===========
</TABLE>
-17-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 29, 1997, AND THE CONSOLIDATED
STATEMENT OF EARNINGS FOR THE NINE MONTH PERIOD ENDED NOVEMBER 29, 1997, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> FEB-28-1998
<PERIOD-END> NOV-29-1997
<CASH> 40,398
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 303,921
<CURRENT-ASSETS> 346,596
<PP&E> 164,671
<DEPRECIATION> 55,280
<TOTAL-ASSETS> 473,102
<CURRENT-LIABILITIES> 192,256
<BONDS> 0
0
0
<COMMON> 690
<OTHER-SE> 267,841
<TOTAL-LIABILITY-AND-EQUITY> 473,102
<SALES> 761,535
<TOTAL-REVENUES> 761,535
<CGS> 449,255
<TOTAL-COSTS> 449,255
<OTHER-EXPENSES> 233,974
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (1,895)
<INCOME-PRETAX> 80,161
<INCOME-TAX> 31,864
<INCOME-CONTINUING> 48,297
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 48,297
<EPS-PRIMARY> .68
<EPS-DILUTED> .68
</TABLE>
