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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 August 28, 1999
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COMMISSION FILE NUMBER 0-20214
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BED BATH & BEYOND INC.
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(Exact name of registrant as specified in its charter)
NEW YORK 11-2250488
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(State of incorporation) (I.R.S. Employer Identification No.)
650 LIBERTY AVENUE, UNION, NEW JERSEY 07083
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (908) 688-0888
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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:
CLASS OUTSTANDING AT AUGUST 28, 1999
----- ------------------------------
Common Stock - $0.01 par value 139,838,979
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BED BATH & BEYOND INC. AND SUBSIDIARIES
INDEX
PAGE NO.
PART I - FINANCIAL INFORMATION
Consolidated Balance Sheets
August 28, 1999 and February 27, 1999 3
Consolidated Statements of Earnings
Three Months and Six Months Ended
August 28, 1999 and August 29, 1998 4
Consolidated Statements of Cash Flows
Six Months Ended August 28, 1999 and August 29, 1998 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Financial Condition
and Results of Operations 7 - 9
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K 10
Exhibit Index 11
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BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
<TABLE>
<CAPTION>
August 28, February 27,
1999 1999
---- ----
(unaudited)
ASSETS
<S> <C> <C>
Current assets:
Cash and cash equivalents $130,845 $ 90,396
Merchandise inventories 439,535 360,337
Prepaid expenses and other current assets 7,545 4,546
-------- --------
Total current assets 577,925 455,279
-------- --------
Property and equipment, net 160,457 150,438
Other assets 31,703 27,431
-------- --------
$770,085 $633,148
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $151,558 $ 99,370
Accrued expenses and other current liabilities 109,991 89,725
Income taxes payable 21,124 16,610
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Total current liabilities 282,673 205,705
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Deferred rent 18,177 16,356
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Total liabilities 300,850 222,061
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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 - 350,000,000 shares;
issued and outstanding - August 28, 1999, 139,838,979
shares and February 27, 1999, 139,418,120 shares 1,398 1,394
Additional paid-in capital 86,692 79,679
Retained earnings 381,145 330,014
-------- --------
Total shareholders' equity 469,235 411,087
-------- --------
$770,085 $633,148
======== ========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended Six Months Ended
------------------ ----------------
August 28, August 29, August 28, August 29,
1999 1998 1999 1998
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 457,586 $ 344,946 $ 816,958 $ 614,517
Cost of sales, including buying,
occupancy and indirect costs 272,016 203,003 485,174 362,395
------------ ------------ ------------ ------------
Gross profit 185,570 141,943 331,784 252,122
Selling, general and administrative expenses 131,990 100,183 250,189 189,618
------------ ------------ ------------ ------------
Operating profit 53,580 41,760 81,595 62,504
Interest income 923 571 2,225 1,388
------------ ------------ ------------ ------------
Earnings before provision for income taxes 54,503 42,331 83,820 63,892
Provision for income taxes 21,256 16,827 32,690 25,397
------------ ------------ ------------ ------------
Net earnings $ 33,247 $ 25,504 $ 51,130 $ 38,495
============ ============ ============ ============
Net earnings per share - Basic $ 0.24 $ 0.18 $ 0.37 $ 0.28
Net earnings per share - Diluted $ 0.23 $ 0.18 $ 0.35 $ 0.27
Weighted average shares outstanding - Basic 139,777,975 138,740,110 139,652,739 138,530,307
Weighted average shares outstanding - Diluted 144,166,940 142,934,866 144,101,941 142,842,389
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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BED BATH & BEYOND INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS, UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended
----------------
August 28, August 29,
1999 1998
--------- ---------
<S> <C> <C>
Cash Flows from Operating Activities:
Net earnings $ 51,130 $ 38,495
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 14,198 10,743
Deferred income taxes (2,507) (2,356)
Increase in assets:
Merchandise inventories (79,198) (72,168)
Prepaid expenses and other current assets (2,999) (3,464)
Other assets (1,765) (1,291)
Increase (decrease) in liabilities:
Accounts payable 52,188 44,788
Accrued expenses and other current liabilities 20,266 9,500
Income taxes payable 4,514 (4,036)
Deferred rent 1,821 1,790
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Net cash provided by operating activities 57,648 22,001
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Cash Flows from Investing Activities:
Capital expenditures (24,217) (25,432)
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Net cash used in investing activities (24,217) (25,432)
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Cash Flows from Financing Activities:
Proceeds from exercise of stock options 7,018 9,059
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Net cash provided by financing activities 7,018 9,059
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Net increase in cash and cash equivalents 40,449 5,628
Cash and cash equivalents:
Beginning of period 90,396 53,280
--------- ---------
End of period $ 130,845 $ 58,908
========= =========
</TABLE>
See accompanying Notes to Consolidated Financial Statements.
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BED BATH & BEYOND INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) BASIS OF PRESENTATION
The accompanying consolidated financial statements, except for the
February 27, 1999 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 August 28,
1999 and February 27, 1999 and the results of their operations for the
three months and six months ended August 28, 1999 and August 29, 1998,
respectively, and their cash flows for the six months ended August 28,
1999 and August 29, 1998, respectively. 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 February 27, 1999 for
additional disclosures, including a summary of the Company's significant
accounting policies.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
Three Months August 28, 1999 vs. Three Months August 29, 1998
Net sales for the second quarter ended August 28, 1999 were $457.6 million, an
increase of $112.6 million or approximately 32.7% over net sales of $344.9
million for the corresponding quarter last year. Approximately 72.3% of the
increase was attributable to new store net sales. The increase in comparable
store net sales in the second quarter of 1999 was 9.7%. The increase in
net sales reflects a number of factors, including but not limited to, the
continued 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 second quarter were attributable
to sales of domestics merchandise and home furnishings merchandise,
respectively.
Gross profit for the second quarter of 1999 was $185.6 million or 40.6% of net
sales compared with $141.9 million or 41.1% of net sales during the second
quarter of 1998. The decrease in gross profit in the second quarter of 1999 as
a percentage of net sales, as compared to the same period a year ago, was
attributable to a number of factors, including a different mix of sales as well
as a continued emphasis on providing value pricing to the customer.
Selling, general and administrative expenses ("SG&A") were $132.0 million in the
second quarter of 1999 compared with $100.2 million in the same quarter last
year and as a percentage of net sales were 28.8% and 29.0%, respectively. The
decrease in SG&A, as a percentage of net sales, primarily reflects a relative
decrease in payroll and payroll related items, occupancy costs and costs
associated with new store openings.
Six Months August 28, 1999 vs. Six Months August 29, 1998
Net sales for the six months ended August 28, 1999 were $817.0 million, an
increase of $202.4 million or approximately 32.9% over net sales of $614.5
million for the corresponding period last year. Approximately 72.4% of the
increase was attributable to new store net sales. The increase in comparable
store net sales for the first six months of 1999 was approximately 9.8%.
Gross profit for the first six months of 1999 was $331.8 million or 40.6% of
net sales compared with $252.1 million or 41.1% of net sales during the same
period last year. The decrease in gross profit in the six months of 1999 as a
percentage of net sales, as compared to the same period a year ago, was
attributable to a number of factors, including a different mix of sales as well
as a continued emphasis on providing value pricing to the customer.
SG&A was $250.2 million in the first six months of 1999 compared with $189.6
million for the same period last year and as a percentage of net sales were
30.6% and 30.9%, respectively. The decrease in SG&A, as a percentage of net
sales, primarily reflects a relative decrease in payroll and payroll related
items, costs associated with new store openings and occupancy costs.
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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 201 stores at the end of the second quarter of
1999 compared with 159 stores at the end of the corresponding quarter last year.
Total square footage grew to 8,286,000 square feet at the end of the second
quarter of 1999, from 6,539,000 square feet at the end of the second quarter of
last year.
During the first six months of fiscal 1999, the Company opened 15 new
superstores and expanded two existing stores resulting in an aggregate addition
of 598,000 square feet to total store space. The Company anticipates opening
approximately 35 additional stores and expanding two existing stores by the end
of the fiscal year, aggregating approximately 1,500,000 square feet of store
space for the year.
FINANCIAL CONDITION
Total assets at August 28, 1999 were $770.1 million compared with $633.1 million
at February 27, 1999, an increase of $136.9 million. Of the total increase,
$122.6 million represented an increase in current assets and $14.3 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, changes in merchandising
mix.
Total liabilities at August 28, 1999 were $300.9 million compared with $222.1
million at February 27, 1999, an increase of $78.8 million. The increase was
primarily attributable to a $52.2 million increase in accounts payable
(resulting from an increase in inventories) and a $20.3 million increase in
accrued expenses and other current liabilities.
Shareholders' equity was $469.2 million at August 28, 1999 compared with $411.1
million at February 27, 1999. The increase reflects net earnings for the first
six months of fiscal 1999 and additional paid-in capital from the exercise of
stock options.
Capital expenditures for the first six months of fiscal 1999 were $24.2 million
compared with $25.4 million for the corresponding period last year. The decrease
is primarily attributable to expenditures for furniture and fixtures and
leasehold improvements for the 15 new superstores opened and two stores expanded
during the first six months compared to expenditures for furniture and fixtures
and leasehold improvements for the 18 new superstores opened and two stores
expanded in the same period last year.
YEAR 2000
The Company has conducted an extensive review of its computer systems and
operations to identify the areas that could be affected by the Year 2000 issue.
A plan was developed which focuses on the Company's information systems and
third-party relationships.
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With respect to the Company's information systems, the Company has completed
remediation and testing of its mission critical systems and believes that its
own information systems are Year 2000 compliant. The Company will test new
installations, versions or changes implemented during the remainder of fiscal
1999.
With respect to its third-party relationships, the Company has contacted its
largest suppliers, vendors and service providers to assess their state of Year
2000 readiness. This process is effectively complete. The Company has completed
contingency plans with respect to certain suppliers, vendors and service
providers and has substantially completed developing contingency plans for
others. Potential sources of risk include the inability of principal vendors and
suppliers to be Year 2000 compliant, which could result in delays in product
deliveries from vendors, and disruption of the Company's distribution channel.
The Company believes the geographically diverse nature of its business and its
large vendor and supplier base should minimize such potential sources of risk.
Based on the efforts to date, the Company does not believe that the Year 2000
issue will have a material adverse effect on its consolidated financial
condition or results of operations. The Company's costs incurred to date
associated with the Year 2000 issue are not material. The Company estimates that
the costs associated with the completion of the Year 2000 project, excluding any
costs that may be incurred by the Company as a result of the failure of any
third-parties to become Year 2000 compliant, will also not be material.
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 February 27, 1999.
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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 August 28, 1999.
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: October 12, 1999 By: /s/Ronald Curwin
-------------------------------------
Ronald Curwin
Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit No. Exhibit Page No.
- ----------- ------- --------
3.1 Amended By-Laws of Bed Bath & Beyond Inc.
(As amended through September 22, 1999) 12 - 22
27 Financial Data Schedule 23
(Filed electronically with SEC only)
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Exhibit 3.1
AMENDED BY-LAWS*
OF
BED BATH & BEYOND INC.
(A NEW YORK CORPORATION)
ARTICLE I - OFFICES
The Corporation may have such offices within and without the
State of New York as the Board of Directors may from time to time determine or
the business of the Corporation may require.
ARTICLE II - MEETINGS OF SHAREHOLDERS
SECTION 1. PLACE OF MEETINGS. All meetings of the shareholders
shall be held at such place within or without the State of New York as the Board
of Directors may from time to time determine.
SECTION 2. ANNUAL MEETINGS. The annual meeting of the
shareholders for the election of directors and for the transaction of such other
business as may properly be brought before the meeting shall be held on such
date and at such hour as shall from time to time be fixed by the Board of
Directors. The Board of Directors acting by resolution may postpone and
reschedule any previously scheduled annual meeting of shareholders.
SECTION 3. SPECIAL MEETINGS. Special meetings of the
shareholders for any purpose or purposes shall be called and may be held at any
time upon the written request of the Board of Directors, the Chairman or the
President. Any such request shall state the purpose or purposes of the proposed
meeting. The business transacted at any special meeting shall be confined to the
purposes stated in the notice of the meeting. The Board of Directors acting by
resolution may postpone and reschedule any previously scheduled special meeting
of shareholders.
SECTION 4. NOTICE OF MEETINGS. Written notice of each annual
and special meeting of shareholders shall state the date, time, place and
purpose or purposes of each such meetings of shareholders and, unless it is the
annual meeting, shall indicate that it is being issued at the direction of the
person or persons requesting the meeting.
SECTION 5. FIXING RECORD DATE. For the purpose of determining
the shareholders entitled to notice of or to vote at any meeting of the
shareholders or any adjournment thereof, or to express consent to or dissent
from any taking of corporate action without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or other
distribution
- --------
* As amended through September 22, 1999
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or the allotment of any rights, or for the purpose of any other lawful action,
the Board of Directors may fix, in advance, a date as the record date for any
such determination of shareholders. Such date shall not be less than ten (10)
nor more than sixty (60) days before the date of any such meeting, nor more than
sixty (60) days before any other action. When a determination of shareholders of
record entitled to notice of or to vote at any meeting of shareholders has been
made as provided in this Section 4, such determination shall apply to any
adjournment thereof, unless the Board of Directors fixes a new record date for
the adjourned meeting or further notice is required by statute. If no record
date is fixed, it shall be determined by statute.
SECTION 6. QUORUM. Unless otherwise provided by statute or by
the Certificate of Incorporation, the holders of a majority of the votes of
shares issued and outstanding and entitled to vote thereat, represented in
person or by proxy, shall constitute a quorum at any meeting of shareholders for
the transaction of business. When a quorum is once present to organize a
meeting, it shall not be broken by the subsequent withdrawal of any
shareholders. At any time a quorum is not present at a meeting of the
shareholders, a majority of the shareholders present in person or by proxy and
entitled to vote thereat may adjourn the meeting from time to time, without
notice other than an announcement at the meeting of the place, date and hour of
the adjourned meeting, until a quorum shall be present, and at the adjourned
meeting at which a quorum is present any business may be transacted that might
have been transacted at the meeting as originally called.
SECTION 7. WAIVERS. Notice of meeting need not be given to any
shareholder who signs and submits a waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting shall constitute a waiver of
notice by such shareholder.
SECTION 8. PROXIES. Every shareholder entitled to vote at a
meeting of shareholders or to express consent or dissent without a meeting may
authorize another person or other persons to act for him or her by proxy, in the
manner and to the extent provided by statute.
SECTION 9. QUALIFICATION OF VOTERS. Every shareholder of
record shall be entitled at every meeting of the shareholders to one vote for
each share standing in his or her name on the record of shareholders of the
Corporation, unless otherwise provided by statute, by the Certificate of
Incorporation or by these By-laws.
SECTION 10. ORDER OF BUSINESS. For business properly to be
brought before a meeting by a shareholder (including, without limitation, the
nomination of a person or persons to the Board of Directors), the shareholder
must have given timely notice thereof in proper written form to the Secretary of
the Corporation. To be timely, a shareholder's notice must be delivered to or
mailed and received at the principal executive offices of the Corporation (a) in
the case of a special meeting of shareholders, not fewer than sixty (60) days or
more than ninety (90) days prior to the meeting at which such business will be
considered; provided, however, that, if fewer than sixty (60) days' notice or
prior public disclosure of the date of the meeting is given or made to
shareholders, notice by the shareholder to be timely must be received not later
than the close of business on the
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earlier of (i) the tenth day following the day on which such notice of the date
of the meeting was mailed or such public disclosure was made or (ii) the last
business day prior to the meeting date; and (b) in the case of an annual meeting
of shareholders, not fewer than forty-five (45) days in advance of the date on
which the Corporation first mailed its proxy materials for the previous year's
annual meeting of shareholders; provided, however, that if the date of the
annual meeting has changed by more than thirty (30) days from the prior year,
notice by the shareholder to be timely must be received not later than the close
of business on the later of (i) forty-five (45) days prior to the date of first
mailing the proxy materials for the current year or (ii) the tenth day following
the day on which public disclosure of such changed meeting date was made. To be
in proper written form, a shareholder's notice to the Secretary shall set forth
in writing as to each matter the shareholder proposes to bring before the
meeting: (w) a brief description of the business desired to be brought before
the meeting and the reasons for conducting such business at the meeting; (x) the
name and address, as they appear on the Corporation's books, of the shareholder
proposing such business; (y) the class and number of shares of the Corporation
that are held of record and that are beneficially owned by such shareholder; and
(z) any material interest of such shareholder in such business. If the business
proposed to be brought before the meeting by a shareholder involves the
nomination of a person or persons to the Board of Directors, the notice to the
Secretary also shall set forth all the information relating to the person or
persons that is required to be disclosed in solicitations of proxies for
election of directors, or is otherwise required, pursuant to Regulation 14A
under the Securities Exchange Act of 1934. Notwithstanding anything else in
these By-laws to the contrary, no business shall be conducted at a meeting of
shareholders that contravenes the procedures set forth in this Section 10. The
chairman of a meeting shall, if the facts warrant, determine that business was
not properly brought before the meeting in accordance with the provisions of
this Section 10 and, if the chairman of the meeting should so determine, any
such business not properly brought before the meeting shall not be transacted
and a declaration to such effect shall be made to the meeting. The Board of
Directors of the Company shall be entitled to make such rules or regulations for
the conduct of meetings of shareholders as it shall deem necessary, appropriate
or convenient. Subject to such rules and regulations of the Board of Directors,
if any, the chairman of the meeting shall have the right and authority to
prescribe such rules, regulations and procedures and to do all such acts as, in
the judgment of such chairman, are necessary, appropriate or convenient for the
proper conduct of the meeting, including, without limitation, establishing an
agenda or order of business for the meeting, rules and procedures for
maintaining order at the meeting and the safety of those present, limitations on
participation in such meeting to shareholders of record of the Company and their
duly authorized and constituted proxies, and such other persons as the Chairman
shall permit, restrictions on entry to the meeting after the time fixed for the
commencement thereof, limitations on the time allotted to questions or comment
by participants and regulation of the opening and closing of the polls for
balloting on matters which are to be voted on by ballot. Unless, and to the
extent, otherwise determined by the Board of Directors or the chairman of the
meeting, meetings of shareholders shall not be required to be held in accordance
with rules of parliamentary procedure.
SECTION 11. VOTING. Unless otherwise provided by statute or by
the Certificate of Incorporation, all elections for directors shall be
determined by a plurality of the votes cast, whether in person or by proxy, at a
meeting of shareholders by the holders of shares entitled to vote in the
election, and all other corporate action shall be by a majority of the votes
properly cast at a meeting
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of shareholders, whether in person or by proxy. All voting for the election of
directors shall be by ballot.
SECTION 12. LIST OF SHAREHOLDERS. A list of shareholders as of
the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting upon the
request thereat or prior thereto of any shareholder. If the right to vote at any
meeting is challenged, the inspectors of the election, or person presiding
thereat, shall require such list of shareholders to be produced as evidence of
the right of the persons challenged to vote at such meeting, and all persons who
appear from such list to be shareholders entitled to vote thereat may vote at
such meeting.
SECTION 13. INSPECTORS OF ELECTION. Prior to the holding of
each annual or special meeting of the shareholders, one or more inspectors of
election to serve thereat shall be appointed by the Board of Directors, or, if
the Board shall not have made such appointment, by the Chairman of the Board or
the President. If there shall be a failure to appoint an inspector, or if, at
any such meeting, the inspector or inspectors so appointed shall be absent or
shall fail to act or the office shall become vacated, the chairman of the
meeting may, and at the request of a shareholder present in person and entitled
to vote at such meeting shall, appoint such inspector or inspectors of election
to act thereat. The inspector or inspectors of election so appointed to act at
any meeting of the shareholders, before entering upon the discharge of their
duties, shall be sworn faithfully to execute the duties of inspector at such
meeting, with strict impartiality and according to the best of his or her
ability, and the oath so taken shall be subscribed by such inspector. Such
inspector or inspectors of election shall take charge of the polls, and, after
the voting on any question, shall make a certificate of the results of the vote
taken. No director or candidate for the office of director shall act as an
inspector of an election of directors. Inspectors need not be shareholders.
ARTICLE III - BOARD OF DIRECTORS
SECTION 1. NUMBER, QUALIFICATION AND TERM OF OFFICE. The
business of the Corporation shall be managed under the direction of the Board of
Directors. The number of directors that shall constitute the whole Board of
Directors shall be fixed exclusively by one or more resolutions adopted by the
Board of Directors. The directors need not be residents of the State of New York
and need not be shareholders. No decrease in the number of directors shall
shorten the term of an incumbent director. Members of the Board of Directors
shall be elected at each annual meeting of shareholders in accordance with and
subject to the provisions of the Certificate of Incorporation. Directors so
elected shall serve until their successors have been elected and qualified or
until an earlier resignation, removal or other displacement from office as
provided in these By-laws.
SECTION 2. PLACE OF MEETINGS. The Board of Directors may hold
its meetings, regular or special, at such place or places, within or without the
State of New York, as the Board of Directors may from time to time determine or
as may be specified in the notice of any meeting.
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SECTION 3. ANNUAL MEETINGS. An annual meeting of the Board of
Directors shall be held following the annual meeting of the shareholders for the
purposes of electing officers of the Corporation and the committees of the Board
of Directors and transacting any other business which may properly come before
the meeting. Notice of annual meetings of the Board of Directors need not be
given in order legally to constitute the meeting, provided a quorum shall be
present.
SECTION 4. REGULAR MEETINGS. Regular meetings of the Board of
Directors shall be held at times and dates fixed by the Board or at such other
times and dates as the Chairman or President shall determine and as shall be
specified in the notice of such meetings. Notice of regular meetings of the
Board of Directors need not be given except as otherwise required by statute or
these By-laws.
SECTION 5. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by the Secretary of the Corporation upon the written
request of the Chairman or President or any two directors.
SECTION 6. NOTICE OF MEETINGS. Notice of each special meeting
of the Board of Directors (and of each regular meeting for which notice shall be
required) shall be given by the Secretary as hereinafter provided in this
Section 6, which notice shall state the time, place and, if required by statute
or these By-laws, the purposes of such meeting. Notice of each such meeting
shall be mailed, postage thereon prepaid, to each director, by first-class mail,
at least four days before the day on which such meeting is to be held, or shall
be sent by facsimile transmission or comparable medium, or be delivered
personally or by telephone, at least twenty-four hours before the time at which
such meeting is to be held. Any meeting of the Board of Directors shall be a
legal meeting without notice thereof having been given, if all the directors of
the Corporation then holding office shall be present thereat.
SECTION 7. WAIVERS. Notice of a meeting need not be given to
any director who signs a waiver of notice, whether before or after the meeting.
The attendance of any director at a meeting without protesting prior to the
meeting or at its commencement the lack of notice of such meeting, shall
constitute a waiver of notice by such director.
SECTION 8. QUORUM. Unless otherwise provided by statute, the
Certificate of Incorporation or these By-laws, a majority of the entire Board of
Directors shall constitute a quorum for the transaction of business or of any
specified item of business. At any time a quorum is not present at a meeting of
the Board of Directors, a majority of the directors participating may adjourn
the meeting from time to time until a quorum shall be present thereat; and
notice of any adjournment to another time or place shall be given to the
directors who were absent at the time of the adjournment and, unless the new
time and place are announced at the meeting to be adjourned, to the other
directors.
SECTION 9. MEETING PARTICIPATION WITHOUT PHYSICAL PRESENCE.
Any one or more members of the Board of Directors or of any committee thereof
may participate in a meeting of the Board of Directors or of such committee by
means of conference telephone or similar
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<PAGE> 6
communications equipment allowing all persons participating in the meeting to
hear each other at the same time. Participation by such means shall constitute
presence in person at a meeting.
SECTION 10. ACTION OF THE BOARD. Unless otherwise provided by
statute, the Certificate of Incorporation or these By-laws, the vote of a
majority of the directors at any meeting at which a quorum is present shall be
the act of the Board of Directors. Each director shall have one vote regardless
of the number of shares, if any, which he or she may hold.
SECTION 11. ACTION BY CONSENT WITHOUT A MEETING. Any action
required or permitted to be taken by the Board of Directors or any committee
thereof may be taken without a meeting if all members of the Board or of such
committee consent in writing to the adoption of a resolution authorizing such
action. The written consent or consents to each such action, including the
resolutions adopted thereby, shall be filed with the minutes of the proceedings
of the Board of Directors or of the committee taking such action.
SECTION 12. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the entire Board, may
designate from among its members an executive committee and other committees,
each consisting of one (1) or more directors, and each of which shall have all
the authority of the Board of Directors to the extent provided in the
resolution, except as otherwise provided by statute. Each such committee shall
serve at the pleasure of the Board of Directors and shall keep minutes of its
meetings and report the same to the Board of Directors as and when requested by
the Board and shall observe such other procedures with respect to its meetings
as are provided in these By-laws or, to the extent not provided herein, as may
be provided by the Board of Directors in the resolution appointing such
committee or as may be adopted by the Board of Directors thereafter.
SECTION 13. REMOVAL. Unless otherwise provided by statute, any
or all directors may be removed for cause by vote of the shareholders or by
action of the Board of Directors at a special meeting called for that purpose.
SECTION 14. RESIGNATION. Any director may resign at any time
by giving written notice to the Board of Directors, the President or the
Secretary of the Corporation. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board of Directors or
such officer, and acceptance of the resignation shall not be necessary to make
it effective.
SECTION 15. NEWLY CREATED DIRECTORSHIPS AND VACANCIES. Newly
created directorships resulting from an increase in the number of directors and
vacancies occurring in the Board of Directors for any reason shall be filled in
accordance with and subject to the provisions of the Certificate of
Incorporation.
SECTION 16. COMPENSATION. The Board of Directors, by
resolution and irrespective of any personal interest of any of its members,
shall have the authority to establish reasonable compensation and fix
reimbursement for reasonable expenses of all directors for their services to the
Corporation as directors, officers or otherwise.
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<PAGE> 7
ARTICLE IV - OFFICERS
SECTION 1. OFFICERS. The officers of the Corporation shall
include the Chairman, the President, one or more Vice Presidents (one or more of
whom may be designated as Executive Vice Presidents or as Senior Vice Presidents
or by other designations), the Secretary, the Treasurer and such other officers
as the Board of Directors may from time to time deem necessary, each of whom
shall have such duties, powers and functions as provided in these By-laws and as
may be determined from time to time by resolution of the Board of Directors. Two
or more offices may be held by the same person; provided, however, that no
officer shall execute, acknowledge or verify any instrument in more than one
capacity. Each of the officers shall, when requested, consult with and advise
the other officers of the corporation.
SECTION 2. ELECTION OR APPOINTMENT AND TERM OF OFFICE. Each
officer shall be elected or appointed by the Board of Directors to hold office
until the next annual meeting of the Board of Directors and until his or her
successor is elected or appointed and qualified, or until such earlier date as
shall be prescribed by the Board of Directors at the time of his or her election
or appointment or until an earlier resignation, removal or displacement from
office. Any officer elected or appointed by the Board of Directors may be
removed at any time, with or without cause, by vote of a majority of the Board
of Directors.
SECTION 3. VACANCIES. In the event of the resignation, removal
or other displacement from office of an officer elected or appointed by the
Board of Directors, the Board, in its sole discretion, may elect or appoint a
successor to fill the unexpired term.
SECTION 4. THE CHAIRMAN. The Chairman shall, together with the
President, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. The
Chairman shall, when present, preside as chairman at all meetings of the
shareholders and of the Board of Directors. The Chairman shall, in the absence
or incapacity of the President, perform all duties and functions and exercise
all the powers of the President. The Chairman shall also have such other powers
and perform such other duties required by statute or by these By-laws or as the
Board of Directors may from time to time determine. Any reference to the
Chairman in these By-laws shall be deemed to mean, if there are Co-Chairmen,
either Co-Chairman, each of whom may exercise the full powers and authorities of
the office.
SECTION 5. THE PRESIDENT. The President shall, together with
the Chairman, have general direction over the day-to-day business of the
Corporation, subject to the control and direction of the Board of Directors. In
the absence of the Chairman, the President shall preside at meetings of the
shareholders and of the Board of Directors. The President shall, in the absence
or incapacity of the Chairman, perform all duties and functions and exercise all
the powers of the Chairman. The President shall also have such other powers and
perform such other duties required by statute or by these By-laws or as the
Board of Directors may from time to time determine.
-18-
<PAGE> 8
SECTION 6. VICE PRESIDENTS. Each Vice President shall have
such powers and perform such duties as from time to time may be assigned to him
or her by the Board of Directors or be delegated to him or her by the Chairman
or by the President. In the absence or inability to perform of the Chairman and
the President, the Vice President (or if there is more than one Vice President,
then the Executive Vice President) shall have all the powers and functions of
the President.
SECTION 7. TREASURER. The Treasurer shall have the safekeeping
and custody of the corporate funds and other valuable effects, including
securities, shall keep full and accurate accounts of receipts and disbursements
in books belonging to the Corporation, and shall deposit all money and other
valuable effects in the name and to the credit of the Corporation in such
depositories as may be designated by the Board of Directors. The Treasurer shall
disburse the funds of the Corporation under the direction of the President or
the Chairman, taking proper vouchers for such disbursements, and render to the
President and the Chairman at the annual and regular meetings of the Board of
Directors, or whenever the President or the Chairman require it, an account of
all transactions as Treasurer and of the financial condition of the Corporation.
The Treasurer shall make a full financial report at the annual meeting of
shareholders. The Treasurer shall also have such other powers and perform such
other duties incident to the office of Treasurer required by statute or by these
By-laws or as the Board of Directors may from time to time determine.
SECTION 8. SECRETARY. The Secretary shall keep or cause to be
kept in one or more books provided for such purpose, the minutes of all meetings
of the Board of Directors, shareholders and committees of the Board of
Directors, see that all notices are duly given in accordance with the provisions
of these By-laws and as required by law and see that the books, reports,
statements, certificates and other documents and records required by law to be
kept and filed are properly kept and filed. The Secretary shall also have such
other powers and perform such other duties incident to the office of Secretary
required by law or by these By-laws or as the Board of Directors may from time
to time determine.
SECTION 9. DESIGNATED OFFICERS. (a) Chief Executive Officer.
Either the Chairman or the President, or both, as the Board of Directors may
designate, shall be the Chief Executive Officer of the Corporation. The officer
so designated shall have, in addition to the powers and duties applicable to his
or her office set forth in this Article IV, general and active supervision and
direction over the business and affairs of the Corporation and over its several
officers, agents and employees, subject, however, to the control of the Board of
Directors. The Chief Executive Officer shall also have such other powers and
duties incident to the designated position of Chief Executive Officer as the
Board of Directors may from time to time determine. Any reference to the Chief
Executive Officer in these By-laws shall be deemed to mean, if there is a
Co-Chief Executive Officer, either Co-Chief Executive Officer, each of whom may
exercise the full powers and authorities of the designated position of Chief
Executive Officer.
-19-
<PAGE> 9
(b) Other Designated Officers. The Board of
Directors may from time to time designate officers to serve as Chief Financial
Officer, Chief Accounting Officer and other such designated positions and to
fulfill the responsibilities of such designated positions in addition to the
powers and duties applicable to his or her office as set forth in this Article
IV. Such designated officers shall also have such other powers and duties
incident to his or her designated position as the Board of Directors may from
time to time determine.
SECTION 10. COMPENSATION. The salaries and other compensation
of all officers elected by the Board of Directors shall be fixed from time to
time by or under the direction of the Board of Directors.
ARTICLE V - INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Corporation shall, to the fullest extent permitted by
applicable law as in effect at any time, indemnify any director (and may
indemnify any officer) made, or threatened to be made, a party to an action or
proceeding, whether civil or criminal, including an action by or in the right of
any other corporation of any type or kind, domestic or foreign, or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
which any director or officer of the Corporation served in any capacity at the
request of the Corporation, by reason of the fact that he or she, his or her
testator or intestate, was a director or officer of the corporation, or served
such other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including reasonable attorneys' fees
incurred as a result of such action or proceeding, or any appeal therein;
provided that to the extent prohibited by applicable law no indemnification may
be made to or on behalf of any director or officer if a judgment or other final
adjudication adverse to the director or officer establishes that his or her acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
or she personally gained in fact a financial profit or other advantage to which
he or she was not legally entitled. The right to indemnification pursuant to
this Article V is intended to be retroactive and shall, to the extent permitted
by applicable law, be available with respect to events occurring prior to the
adoption hereof and shall continue to exist after any future rescission or
restrictive modification hereof with respect to any alleged cause of action that
accrues, or any other incident or matter that occurs, prior to such rescission
or modification.
ARTICLE VI - SHARES
SECTION 1. CERTIFICATES FOR SHARES. The certificates for
shares of the Corporation shall be in such form as shall be determined by the
Board of Directors, and shall be numbered and entered in the books of the
Corporation as they are issued. Each certificate shall exhibit the registered
holder's name, the number and class of shares, and the designation of any
series, if any, that it evidences, and shall set forth such other statements as
may be required by statute. Each certificate shall be signed by the Chairman or
the President and by the Secretary or the Treasurer, any or all of whose
signatures may be facsimile if such certificate is countersigned by a transfer
agent or registered by a registrar. Each certificate may be sealed with the seal
of the
-20-
<PAGE> 10
Corporation or a facsimile thereof. In case any one or more of the officers who
have signed or whose facsimile signatures appear on any such certificate shall
cease to be such officer or officers of the Corporation, whether because of
resignation, removal or other displacement from office, before such certificate
is issued and delivered, it may nonetheless be issued and delivered with the
same effect as if such officer or officers had continued in office.
SECTION 2. LOST, MUTILATED, STOLEN OR DESTROYED CERTIFICATES.
The Board of Directors may direct a new certificate or new certificates be
issued in place of any certificate theretofore issued by the Corporation alleged
to have been lost, mutilated, stolen or destroyed. When authorizing such issue
of a new certificate, the Board of Directors, in its discretion and as a
condition precedent to the issuance thereof, may prescribe such terms and
conditions as it deems expedient, and may require such indemnities as it deems
adequate, to protect the Corporation from any claim that may be made against it
with respect to any such certificate alleged to have been lost, mutilated,
stolen or destroyed.
SECTION 3. TRANSFER AGENT AND REGISTRAR; REGULATIONS.
The Board of Directors may appoint transfer agents or registrars, or both, and
may require all share certificates to bear the signature of either or both. The
Board of Directors may make such additional rules and regulations as it may deem
expedient concerning the issue, transfer and registration of certificates for
shares of the Corporation.
SECTION 4. TRANSFER OF SHARES. Upon surrender to the
Corporation or the transfer agent of the Corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignment or
authority to transfer, the Corporation shall issue or cause the transfer agent
to issue a new certificate to the person entitled thereto, shall cancel the old
certificate and shall record such transfer upon the books of the corporation.
SECTION 5. CANCELLATION OF CERTIFICATES. Each certificate for
shares to be canceled shall be marked "CANCELED" across the face thereof by the
Secretary, with the date of cancellation, and the transaction shall be
immediately recorded in the certificate book opposite the memorandum of issue.
The canceled certificate should be inserted thereafter in the certificate book.
SECTION 6. CONTINGENT INTEREST IN SHARES. No entry shall be
made in the books of the Corporation or on any certificate for shares that any
person is entitled to any future, limited or contingent interest in any share.
SECTION 7. UNCERTIFICATED SHARES. The Board of Directors may
in its discretion authorize the issuance of shares which are not represented by
certificates and provide for the registration and transfer thereof on the books
and records of the Corporation or any transfer agent or registrar so designated.
SECTION 8. SHAREHOLDER RECORDS. The names and addresses of the
persons to whom shares are issued, and the number of shares and the dates of
issue and any transfer thereof, whether in certificated or uncertificated form,
shall be entered on records kept for that purpose. The stock transfer records
and the blank stock certificates shall be kept by the transfer agent, or by the
treasurer, or such other officer as shall be designated by the Board of
Directors for that purpose.
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<PAGE> 11
ARTICLE VII - GENERAL
SECTION 1. FISCAL YEAR. The fiscal year of the Corporation
shall be fixed and may from time to time be changed by resolution of the Board
of Directors.
SECTION 2. SEAL. The seal of the Corporation, if any, shall be
circular in form and bear the name of the Corporation, the year of its
organization and the words "Corporate Seal New York." The seal may be used by
causing it or a facsimile thereof to be impressed, affixed or reproduced
directly on the instrument or writing to be sealed.
SECTION 3. INSTRUMENTS AND DOCUMENTS. All corporate
instruments and documents shall be signed, countersigned, executed, verified or
acknowledged by such officers or other person or persons as the Board of
Directors may from time to time designate.
SECTION 4. AMENDMENTS. These By-laws may be amended or
repealed or new By-laws may be adopted by the shareholders at any annual or
special meeting if the notice thereof mentions that amendment or repeal or the
adoption of new By-laws is one of the purposes of such meeting; provided,
however, that the provisions of the By-laws relating to the Board of Directors
and meetings of shareholders may be amended or modified only by (i) the
affirmative vote of the holders of at least 80% of voting power of all the
then-outstanding shares of voting stock of the corporation entitled to vote at
an election of directors, voting together as a single class, or (ii) the
affirmative vote of a majority of the total number of directors then in office.
These By-laws may also be amended or repealed or new By-laws may be adopted by
the affirmative vote of a majority of the Board of Directors given at any
meeting, if the notice thereof mentions that amendment or repeal or the adoption
of new By-laws is one of the purposes of such meeting. If any By-laws relating
to the election of directors or meetings of shareholders are amended, notice of
such amendment shall be given to shareholders to the extent required by law.
-22-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF AUGUST 28, 1999 AND THE CONSOLIDATED STATEMENT
OF EARNINGS FOR THE SIX MONTHS ENDED AUGUST 28, 1999, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> FEB-26-2000
<PERIOD-START> FEB-28-1999
<PERIOD-END> AUG-28-1999
<CASH> 130,845
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 439,535
<CURRENT-ASSETS> 577,925
<PP&E> 254,875
<DEPRECIATION> (94,418)
<TOTAL-ASSETS> 770,085
<CURRENT-LIABILITIES> 282,673
<BONDS> 0
0
0
<COMMON> 1,398
<OTHER-SE> 467,837
<TOTAL-LIABILITY-AND-EQUITY> 770,085
<SALES> 816,958
<TOTAL-REVENUES> 816,958
<CGS> 485,174
<TOTAL-COSTS> 485,174
<OTHER-EXPENSES> 250,189
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (2,225)
<INCOME-PRETAX> 83,820
<INCOME-TAX> 32,690
<INCOME-CONTINUING> 51,130
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 51,130
<EPS-BASIC> .37
<EPS-DILUTED> .35
</TABLE>
