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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended February 26, 2000
Commission File Number 0-20214
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) (IRS 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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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
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None None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK (PAR VALUE $ 0.01 PER SHARE)
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(Title of class)
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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
As of May 12, 2000, the aggregate market value of the common stock held by
non-affiliates (which was computed by reference to the closing price on such
date of such stock on the NASDAQ National Market) was $5,112,598,095.*
The number of shares outstanding of the issuer's common stock (par value $0.01
per share) at May 12, 2000: 141,301,404
DOCUMENTS INCORPORATED BY REFERENCE
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Portions of the Registrant's definitive proxy statement dated May 22, 2000
pursuant to Regulation 14A are incorporated by reference in Part III hereof.
Portions of the Registrant's Annual Report to Shareholders for the fiscal year
ended February 26, 2000 are incorporated by reference in Part II hereof.
* For purposes of this calculation, all outstanding shares of common stock
have been considered held by non-affiliates other than the 10,007,154
shares beneficially owned by directors and executive officers, including in
the case of the Co-Chief Executive Officers trusts and foundations
affiliated with them. In making such calculation, the Registrant does not
determine the affiliate or non-affiliate status of any shares for any other
purpose.
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TABLE OF CONTENTS
FORM 10-K
ITEM NO. NAME OF ITEM PAGE
PART I
Item 1. Business............................................................................. 3
Item 2. Properties............................................................................11
Item 3. Legal Proceedings.....................................................................12
Item 4. Submission of Matters to a Vote of
Security Holders.................................................................12
PART II
Item 5. Market for the Registrant's Common Equity
And Related Shareholder Matters..................................................12
Item 6. Selected Financial Data...............................................................13
Item 7. Management's Discussion and Analysis
of Financial Condition and Results of
Operations.......................................................................13
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk......................................................................13
Item 8. Financial Statements and Supplementary Data...........................................13
Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial
Disclosure.......................................................................13
PART III
Item 10. Directors and Executive Officers of
the Registrant...................................................................13
Item 11. Executive Compensation................................................................13
Item 12. Security Ownership of Certain Beneficial
Owners and Management............................................................13
Item 13. Certain Relationships and Related
Transactions.....................................................................13
PART IV
Item 14. Exhibits, Financial Statement Schedules and
Reports on Form 8-K..............................................................14
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PART I
Unless otherwise indicated, the terms "Company" and "Bed Bath & Beyond"
refer collectively to Bed Bath & Beyond Inc. and its subsidiaries. The Company's
fiscal year is comprised of the 52 or 53 week period ending on the Saturday
nearest February 28. Accordingly, fiscal 1999 represented 52 weeks and ended on
February 26, 2000; fiscal 1998 represented 52 weeks and ended on February 27,
1999;and fiscal 1997 represented 52 weeks and ended on February 28, 1998. Unless
otherwise indicated, all references herein to periods of time (e.g., quarters
and years) are to fiscal periods.
ITEM 1 - BUSINESS
INTRODUCTION
Bed Bath & Beyond believes that it is the nation's largest operator
of "superstores" selling predominantly better quality domestics merchandise and
home furnishings typically found in better department stores. The term
"superstore" as used herein means a store, other than a department store, that
is larger in size than the typical stores in its market selling similar product
categories and offering a breadth and depth of selection in most of its product
categories that far exceeds what is available in such stores. The Company offers
a wide assortment of merchandise at everyday low prices that are substantially
below regular department store prices and generally comparable to or below
department store sale prices. The Company's domestics merchandise line includes
items such as bed linens, bath accessories and kitchen textiles, and the
Company's home furnishings line includes items such as cookware, dinnerware,
glassware and basic housewares. The Company believes that it offers a breadth
and depth of selection in most of its product categories that far exceeds what
is generally available in department stores or other specialty retail stores and
that this enables it to offer customers the convenience of one-stop shopping for
most household items.
As of May 12, 2000, the Company operated 247 stores in 39 states:
Alabama (3), Arizona (5), Arkansas (2), California (32), Colorado (6),
Connecticut (5), Delaware (1), Florida (27), Georgia (11), Illinois (13),
Indiana (3), Iowa (1), Kansas (3), Kentucky (2), Louisiana (1), Maryland (8),
Massachusetts (5), Michigan (9), Minnesota (1), Missouri (5), Nebraska (1),
Nevada (1), New Jersey (15), New Mexico (1), New York (14), North Carolina (4),
Ohio (7), Oklahoma (3), Oregon (1), Pennsylvania (9), Rhode Island (1), South
Carolina (2), Tennessee (5), Texas (18), Utah (3), Vermont (1), Virginia (12),
Washington (4) and Wisconsin (2). Of these stores, 244 use the superstore format
that was pioneered by the Company in 1985. These stores are on average
approximately 41,000 square feet in size and carry the Company's full line of
both domestics merchandise and home furnishings. The other three stores, all
established prior to 1986, are smaller stores that primarily carry domestics
merchandise.
HISTORY
The Company was founded in 1971 by Leonard Feinstein and Warren
Eisenberg, the Co-Chief Executive Officers of the Company. Each has more than 40
years of experience in the retail industry.
The Company commenced operations in 1971 with the opening of two
stores, one in New York and one in New Jersey. These stores sold primarily bed
linens and bath accessories. In 1985, the Company introduced its superstore
format with the opening of its first store carrying a full line of domestics
merchandise and home furnishings. The Company began using the name "Bed Bath &
Beyond" in 1987 in order to reflect the expanded product line offered by its
superstores and to distinguish its superstores from conventional specialty
retail stores offering only domestics merchandise or only home furnishings.
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The Company has been engaged in an ongoing expansion program
involving the opening of new superstores (including 55 in 1999, 45 in 1998, and
33 in 1997) and the expansion of existing stores (including four in 1999, three
in 1998 and 1997). As a result of its expansion program, the Company's store
space has increased from approximately 917,000 square feet at the beginning of
1992 to approximately 9,815,000 square feet at the end of 1999. The Company's
expansion program is continuing, and the Company currently anticipates that in
fiscal 2000 it will open at least 60 new superstores, which includes the six new
superstores opened through May 12, 2000.
MERCHANDISING AND MARKETING
The Company's strategy for merchandising and marketing is to offer
better quality merchandise at everyday low prices; to maintain a breadth and
depth of selection in most of its product categories that far exceeds what is
generally available in department stores or other specialty retail stores; to
present merchandise in a distinctive manner designed to maximize customer
convenience and reinforce customer perception of wide selection; and to
emphasize dedication to customer service and satisfaction.
MERCHANDISE SELECTION
The Company's superstores offer both domestics merchandise and home
furnishings, including:
Domestics Merchandise
- bed linens and related items: sheets, comforters, duvet
covers, bedspreads, quilts, window treatments (such as
curtains and valances), decorative pillows, blankets, dust
ruffles, bed pillows and mattress pads.
- bath items: towels, shower curtains and liners, waste baskets,
mirrors, hampers, robes and slippers, scales, bathroom rugs,
wall hardware and bath accessories.
- kitchen textiles: tablecloths, placemats, cloth napkins, dish
towels and chair pads.
Home Furnishings
- kitchen and tabletop items: cookware, cutlery, kitchen
gadgets, dinnerware, bakeware, flatware, drinkware, serveware,
glassware, food storage containers, tea kettles, trash cans
and cleaning supplies.
- basic housewares: storage items, closet-related items (such as
hangers, organizers and shoe racks), general housewares (such
as brooms, garbage pails and ironing boards), lifestyle
accessories (such as lamps, chairs, ready to assemble
furniture, furniture covers, accent rugs, wicker, fountains
and clocks) and small electric appliances (such as blenders,
food processors, coffee makers, vacuums, irons, toaster ovens
and hair dryers).
- general home furnishings: giftwrap, candles, personal care
products (such as soaps and lotions), picture frames, wall
art, juvenile items (such as toys and children's books),
artificial plants and flowers and seasonal merchandise (such
as summer and holiday related items).
The Company, on an ongoing basis, tests new merchandise categories
and adjusts the categories of merchandise carried in its stores and may add new
departments or adjust the size of existing departments as required. The Company
believes that the process of adding new departments and expanding or reducing
the size of various departments in response to changing conditions is an
important part of its merchandising strategy.
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The Company's merchandise consists primarily of better quality
merchandise typically found at better department stores. For those product lines
that have brand names associated with them, the Company generally offers leading
brand name merchandise (including Wamsutta, Martex, Fieldcrest, Cannon,
Croscill, Laura Ashley, Calphalon, Mikasa, Krups, J.A. Henckels, All-Clad,
Portmeirion, Black & Decker, Rubbermaid, Springs, Braun, Kitchenaid, Cuisinart,
Hoover, Gillette, Brita, Pillowtex, Pacific Coast Feather Co., Conair, Waverly
and Homedics). The Company estimates that brand name merchandise accounts for a
significant portion of its net sales.
The Company offers a breadth and depth of product selection that
enables customers to select among a wide assortment of styles, brands, colors
and designs within each of the Company's major product lines. The Company also
generally maintains consistent in-stock availability of merchandise in order to
reinforce customer perception of wide selection and build customer loyalty. The
Company estimates that most of its superstores carry in excess of 31,000 active
stock-keeping units.
PRICING POLICY
The Company's pricing policy is to maintain everyday low prices that
are substantially below regular department store prices and generally comparable
to or below department store sale prices. The Company regularly monitors price
levels at its competitors in order to ensure that the Company's prices are being
maintained in accordance with its pricing policy. The Company believes that the
application of its everyday low price policy is essential to maintaining the
integrity of this policy and is an important factor in establishing its
reputation among customers.
Because the Company has an everyday low price policy, the Company
does not run sales. However, the Company uses periodic markdowns and semi-annual
clearances for merchandise that it has determined to discontinue carrying. In
addition, the Company's full-color circulars and mailing pieces include a
coupon, which is redeemed at the point-of-sale. The Company also honors
competitor coupons.
MERCHANDISE PRESENTATION
The Company has developed a distinctive style of merchandise
presentation. In each superstore, groups of related product lines are presented
together in separate areas of the store, creating the appearance that a Bed Bath
& Beyond superstore is comprised of several individual specialty stores for
different product lines. A "racetrack layout" that runs throughout the store
facilitates moving between areas and encourages customers to shop the entire
store. The Company believes that its format of merchandise presentation makes it
easy for customers to locate products, reinforces customer perception of wide
selection and communicates to customers that Bed Bath & Beyond superstores offer
a level of customer service generally associated with smaller specialty stores.
Merchandise is displayed in each of these separate areas from floor
to ceiling (generally 10 to 14 feet high) and, in addition, seasonal merchandise
and impulse items are prominently displayed in the front of the store. The
Company believes that its extensive merchandise selection, rather than
fixturing, should be the focus of customer attention and, accordingly, typically
uses simple modular fixturing throughout the store. This fixturing is designed
so that it can be easily reconfigured to adapt to changes in the store's
merchandise mix and presentation. The Company believes that its floor to ceiling
displays create an exciting and attractive shopping environment that encourages
impulse purchases of additional items.
CUSTOMER SERVICE
The Company places great emphasis on customer service and
satisfaction and, over the past 29 years, has sought to make this a defining
feature of its corporate culture. All managers provide leadership by example in
this area by regularly spending time assisting customers on the selling floor.
The Company believes that its success in the area of customer service is
evidenced by its ability to rely primarily on "word of mouth
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advertising".
The Company seeks to make shopping at its stores as pleasant and
convenient as possible. Each area within a store is staffed with knowledgeable
sales personnel who are available to assist customers in choosing merchandise,
to answer questions and to resolve any problems that may arise. In order to make
checking out convenient, check-out lines are continually monitored and
additional cashiers are added as necessary in order to minimize waiting time.
Returning merchandise is simplified through a return policy that permits
customers to return most items without presenting a sales receipt. Most Bed Bath
& Beyond stores are open seven days (and six evenings) a week in order to enable
customers to shop at times that are convenient for them.
The Company further augmented its services in fiscal 1999 through
the launching of the first phase of its E-Service initiative. The Company's
website, www.bedbathandbeyond.com, offers a broad range of online services
and features, including shopping.
ADVERTISING
In general, the Company relies on "word of mouth advertising" and on
its reputation for offering a wide assortment of quality merchandise at everyday
low prices, supplemented by the use of paid advertising. The Company uses
full-color circulars and mailing pieces as its primary vehicles of paid
advertising. Also, to support the opening of new stores, the Company uses "grand
opening" full-color circulars and newspaper advertising. The Company believes
that its ability to rely primarily on "word of mouth advertising" will continue
and that its limited use of paid advertising permits it to spend less on
advertising than a number of its competitors.
EXPANSION
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 from 34 at the beginning of fiscal 1992
to 241 at the end of fiscal 1999, and the total square footage of store space
has increased from approximately 917,000 square feet at the beginning of fiscal
1992 to approximately 9,815,000 square feet at the end of fiscal 1999. During
1999, the Company opened 55 new superstores and expanded four stores, which
resulted in the addition of approximately 2,127,000 square feet of store space.
The table below sets forth information concerning the Company's
expansion program for the periods indicated:
STORE SPACE NUMBER OF STORES
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REPLACED NEW BEGINNING END BEGINNING END
YEAR STORES (1) STORES (2) OF YEAR OF YEAR OF YEAR OF YEAR
---- ---------- ---------- -------- ------- ------- -------
(IN SQUARE FEET)
1992 5 4 917,000 1,128,000 34 38
1993 4 9 1,128,000 1,512,000 38 45
1994 4 16 1,512,000 2,339,000 45 61
1995 2 19 2,339,000 3,214,000 61 80
1996 2 28 3,214,000 4,347,000 80 108
1997 3 33 4,347,000 5,767,000 108 141
1998 3 45 5,767,000 7,688,000 141 186
1999 4 55 7,688,000 9,815,000 186 241
(1) A replaced store is an existing store that was either expanded or replaced
by a new store in the same area.
(2) Excludes any new store that replaced an existing store in the same area.
The Company intends to continue its expansion program and believes
that the continued growth of the Company is dependent, in large part, on the
success of this program. As part of its expansion program, the Company expects
to open new superstores and, in addition, expects to expand existing stores as
opportunities arise.
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The Company expects to open new superstores in existing markets and
new markets. In determining where to open new superstores, the Company evaluates
a number of factors, including the availability of prime real estate and
demographic information (such as data relating to income and education levels,
age and occupation). The Company believes that because it does not use central
distribution centers and since it relies on paid advertising to only a limited
extent, it has the flexibility to enter a new market with only one or two
stores. The Company will consider opening additional stores in that market, once
the stores have been proven successful.
From the end of fiscal 1999 through May 12, 2000, the Company has
opened six stores which are located in: Colma, CA; Winston Salem, NC;
Montgomeryville, PA; Providence, RI; Johnson City, TN; and Nashville, TN. During
the balance of 2000, the Company currently anticipates that it will open at
least 54 additional stores and relocate or expand two stores.
The Company has built its management structure with a view towards
its expansion and believes that as a result the Company has the management depth
necessary to support its anticipated expansion program. Each of the Company's
area managers typically supervise up to three stores. Each of the Company's
district managers typically supervise four to ten stores.
STORE OPERATIONS
MERCHANDISING
The Company maintains its own central buying staff, comprised of two
Vice President - General Merchandising Managers, four divisional merchandise
managers, twenty-five buyers and ten assistant buyers. Senior members of this
buying staff report to the Senior Vice President-Chief Merchandising Officer.
The merchandise mix for each store is selected by the central buying staff, in
consultation with store managers and other local store personnel. The central
buying staff is responsible for selecting the merchandise, for ordering the
initial inventory required upon the opening of each store, for ordering the
first shipment of any new product line that may be subsequently added to a
store's merchandise mix and for ordering seasonal merchandise.
After a store is opened, local store personnel are primarily
responsible for monitoring inventory levels and reordering merchandise as
required. In addition, local store personnel are encouraged to monitor local
sales trends and market conditions and tailor the merchandise mix as appropriate
to respond to changing trends and conditions. The Company believes that its
policy of having the reordering performed at the local store level, rather than
centrally, and having local store personnel determine the appropriate quantity
to reorder encourages entrepreneurship at the store level and better ensures
that in-stock availability will be maintained in accordance with the specific
requirements of each store. The factors taken into account in selecting the
merchandise mix for a particular store include store size and configuration and
local market conditions such as climate and demographics.
The Company purchases its merchandise from approximately 3,100
suppliers. In 1999, the Company's largest supplier accounted for approximately
6% of the Company's merchandise purchases and the Company's 10 largest suppliers
accounted for approximately 26% of such purchases. The Company purchases
substantially all of its merchandise in the United States, the majority from
domestic manufacturers and the balance from importers. The Company purchases a
small amount of its merchandise directly from overseas sources. The Company has
no long-term contracts for the purchase of merchandise. The Company believes
that most merchandise, other than brand name goods, is available from a variety
of sources and that most brand name goods can be replaced with comparable
merchandise.
WAREHOUSING
Merchandise is shipped to each store from the Company's vendors,
making it unnecessary for the Company to maintain any central distribution
centers. As a result of the floor to ceiling displays used by the
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Company, a substantial amount of merchandise is displayed on the sales floor of
each store at all times. Additional merchandise not displayed on the sales floor
is stored in separate warehouse space that is included in each store (with an
estimated 10% to 15% of the space of each store being dedicated to warehouse and
receiving space). In the case of a few stores, merchandise is also stored at
nearby supplemental storage space leased by the Company. At present, the
warehouse space included in the Company's stores provides approximately 88% of
the Company's warehouse space requirements and such nearby supplemental storage
space provides the balance.
MANAGEMENT
The Company seeks to encourage responsiveness and entrepreneurship
at the store level by providing its managers with a relatively high degree of
autonomy relating to operations and merchandising. This is reflected in the
Company's policy of having reordering conducted at the store level, as well as
in the Company's policy of encouraging managers to tailor the merchandise mix of
each store in response to local sales trends and market conditions.
In general, stores are staffed with one to three assistant managers
and three to six department managers who report to a store manager, who in turn
is supervised by an area or district manager. Area and district managers report
to one of several regional managers or directly to one of five regional Vice
Presidents of Stores, who in turn report to the Senior Vice President of Stores.
Decisions relating to pricing and advertising for all stores are made centrally
in the Company's Buying Office, and certain store support functions (such as
finance and information technology) are performed centrally in the Company's
Corporate Office.
TRAINING
The Company places great emphasis on the training of store level
management. All entry management personnel are generally required to work in
different departments of the store in order to acquire an overall understanding
of store operations. In addition, all associates receive formalized training,
including sales techniques and product knowledge, through the Bed Bath & Beyond
University program.
The Company's policy is to generally build its management
organization from within. Each of the Company's area, district and regional
managers was recruited from the ranks of the Company's store managers and each
of the Company's store managers joined the Company in an entry level position.
The Company believes that its policy of promoting from within, as well as the
opportunities for advancement generated by its ongoing expansion program, serve
as an incentive to persons to seek and retain employment with the Company and
results in low turnover among its managers.
EMPLOYEES
As of February 26, 2000, the Company employed approximately 12,000
persons, of whom approximately 8,000 were full-time employees and 4,000 were
part-time employees. None of the Company's employees are covered by collective
bargaining agreements. The Company believes that its relations with its
employees are excellent and that the labor turnover rate among its management
employees is lower than that experienced in the industry.
SEASONALITY
The Company's business exhibits less seasonality than many other
retail businesses, although sales levels are generally higher in August,
November and December, and generally lower in February and March.
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COMPETITION
The market for domestics merchandise and home furnishings is
fragmented and highly competitive. While the Company believes it is the
preeminent marketer in the superstore segment of the home goods industry, it
competes directly with a number of chains of superstores selling domestics
merchandise and home furnishings. In addition, the Company competes with many
different types of retail stores that sell many or most of the products sold by
the Company. Such competitors include: (i) better department stores, which often
carry many of the same product lines as the Company but do not typically have
the same depth or breadth of product selection, (ii) specialty stores (such as
specialty linens or housewares retailers), which often have a depth of product
selection but typically carry only a limited portion of the product lines
carried by the Company, and (iii) discount and mass merchandise stores. In
addition, the Company competes to a more limited extent with factory outlet
stores that typically offer limited quantities or limited lines of better
quality merchandise at discount prices. Some of the Company's competitors
operate substantially more stores and have substantially greater financial and
other resources than the Company, including, in a few cases, better name
recognition.
The Company believes that it is the largest operator of superstores
selling predominantly better quality domestics merchandise and home furnishings
typically found in better department stores, and that it is well positioned to
compete successfully in its markets as measured by several factors, including
pricing, breadth and quality of product selection, in-stock availability of
merchandise, effective merchandise presentation, customer service and store
locations.
The visibility of the Company has encouraged superstore competitors
to imitate the Company's format and methods. Other retail chains continue to
introduce new store concepts which include many of the product lines carried by
the Company. There can be no assurance that the operation of competitors,
including those companies operating stores similar to those of Bed Bath &
Beyond, will not have a material effect on the Company.
TRADE NAMES AND SERVICE MARKS
The Company uses its nationally recognized "Bed Bath & Beyond" name
and logo and its "Beyond any store of its kind" tag line as service marks in
connection with retail services. The Company has registered these marks and
others with the United States Patent and Trademark Office. The Company also has
registered or has applications pending with the trademark registries of several
foreign countries. Management believes that its nationally recognized name and
its service marks are an important element of the Company's merchandising
strategy.
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EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and business experience
of the Executive Officers of the Registrant:
NAME AGE POSITIONS
- ---- --- ---------
Warren Eisenberg 69 Co-Chairman, Co-Chief Executive Officer
and Director
Leonard Feinstein 63 Co-Chairman, Co-Chief Executive Officer
and Director
Steven H. Temares 41 President, Chief Operating
Officer and Director
Ronald Curwin 70 Chief Financial Officer and Treasurer
Arthur Stark 45 Chief Merchandising Officer
and Senior Vice President
Matthew Fiorilli 43 Senior Vice President - Stores
Mr. Eisenberg, a co-founder of the Company, has been a director and
officer of the Company since the Company commenced operations in 1971 (serving
as President and Co-Chief Executive Officer until 1992, as Chairman and Co-Chief
Executive Officer until 1999, thereafter as Co-Chairman and Co-Chief Executive
Officer).
Mr. Feinstein, a co-founder of the Company, has been a director and
officer of the Company since the Company commenced operations in 1971 (serving
as Co-Chief Executive Officer, Treasurer and Secretary until 1992, as President
and Co-Chief Executive Officer until 1999, thereafter as Co-Chairman and
Co-Chief Executive Officer).
Mr. Temares was promoted to President and Chief Operating Officer of
the Company in January 1999. Prior to 1999, Mr. Temares served as Executive Vice
President - Chief Operating Officer from 1997 to 1999 and previously was
Director of Real Estate and General Counsel.
Mr. Curwin, a certified public accountant, joined the Company in
1994 as Chief Financial Officer and Treasurer.
Mr. Stark joined the Company in 1977. Mr. Stark was promoted to
Chief Merchandising Officer and Senior Vice President in January 1999. Prior to
1999, Mr. Stark was Vice President - Merchandising from 1998 until 1999,
Director of Store Operations - Western Region from 1994 until 1998.
Mr. Fiorilli joined the Company in 1973. Mr. Fiorilli was promoted
to Senior Vice President - Stores in January 1999. Prior to 1999, Mr. Fiorilli
was Vice President - Stores from 1998 until 1999, Director of Store Operations -
Eastern Region from 1994 until 1998.
The Company's officers are elected by the Board of Directors for
one-year terms and serve at the discretion of the Board of Directors. No family
relationships exist between any of the executive officers or directors of the
Company.
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ITEM 2 - PROPERTIES
The Company's 247 stores are located in 39 states, principally in
suburban areas of medium and large sized cities. These stores are situated in
strip and power strip shopping centers, as well as in major off-price and
conventional malls, and free standing buildings. The Company's superstores range
in size from 13,000 to 103,000 square feet, but are predominantly between 30,000
and 50,000 square feet in major markets. The Company's three smaller stores
range in size from 7,000 to 11,000 square feet. In both superstores and smaller
stores, approximately 80% to 85% of store space is used for selling areas and
the balance for warehouse, receiving and office space.
The table below sets forth the number of stores located in each
state as of May 12, 2000:
Number Number
State of Stores State of Stores
----- --------- ----- ---------
Alabama 3 Nebraska 1
Arizona 5 Nevada 1
Arkansas 2 New Jersey 15
California 32 New Mexico 1
Colorado 6 New York 14
Connecticut 5 North Carolina 4
Delaware 1 Ohio 7
Florida 27 Oklahoma 3
Georgia 11 Oregon 1
Illinois 13 Pennsylvania 9
Indiana 3 Rhode Island 1
Iowa 1 South Carolina 2
Kansas 3 Tennessee 5
Kentucky 2 Texas 18
Louisiana 1 Utah 3
Maryland 8 Vermont 1
Massachusetts 5 Virginia 12
Michigan 9 Washington 4
Minnesota 1 Wisconsin 2
Missouri 5
The Company currently leases all of its existing stores. The leases
provide for original lease terms that generally range from five to fifteen years
and certain leases provide for renewal options that range from five to fifteen
years, often at increased rents. Certain leases provide for scheduled rent
increases (which, in the case of fixed increases, the Company accounts for on a
straight line basis over the noncancelable lease term) and/or for contingent
rent (based upon store sales exceeding stipulated amounts).
The Company also leases merchandise storage space in seven locations
amounting to approximately 164,000 square feet. This space is used to supplement
the warehouse facilities in the Company's stores in proximity to these
locations. See Item 1 "Business--Store Operations--Warehousing."
The Company's Corporate Office is located in 87,100 square feet of
office space in Union, New Jersey, and the Company's Buying Office is located in
56,400 square feet of office space in Farmingdale, New York. The Company plans
to lease additional office space at both of these locations.
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ITEM 3 - LEGAL PROCEEDINGS
There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the business, to which the Company is a party.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders
through solicitation of proxies or otherwise during the fourth quarter of the
fiscal year ended February 26, 2000.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
SHAREHOLDER MATTERS
The following table sets forth the high and low reported sales
prices of the Company's common stock on the NASDAQ National Market System for
the periods indicated. These quotations reflect inter-dealer prices, without
retail markups, markdowns or commissions.
HIGH LOW
---- ---
Fiscal 1998 :
-------------
1st Quarter $ 27 3/4 $ 20
2nd Quarter 28 31/32 18 1/4
3rd Quarter 32 3/16 17 1/8
4th Quarter 35 3/16 27 1/2
Fiscal 1999 :
-------------
1st Quarter $ 39 3/8 $ 29 1/8
2nd Quarter 38 15/16 25 1/2
3rd Quarter 37 27 3/8
4th Quarter 36 22 7/16
Fiscal 2000 :
-------------
1st Quarter (through May 12, 2000) $ 45 1/2 $ 22
The common stock is quoted through the NASDAQ National Market
System under the symbol BBBY. On May 12, 2000, there were approximately 640
shareholders of record of the common stock (without including individual
participants in nominee security position listings). On May 12, 2000, the last
reported sale price of the common stock was $38 15/16.
For the foreseeable future, the Company intends to retain all
earnings for use in the operation and expansion of its business and,
accordingly, the Company currently has no plans to pay dividends on its common
stock. The payment of any future dividends will be determined by the Board of
Directors in light of conditions then existing, including the Company's
earnings, financial condition and requirements, restrictions in financing
agreements, business conditions and other factors. At present, the Company's
ability to pay dividends is limited under its Credit Agreement. See Item 8 -
Financial Statements and Supplementary Data.
12
13
ITEM 6 - SELECTED FINANCIAL DATA
The information required by this item is included in the
registrant's Annual Report to Shareholders for the fiscal year ended February
26, 2000 on the inside front cover and is incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The information required by this item is included in the
registrant's Annual Report to Shareholders for the fiscal year ended February
26, 2000 on pages 10 through 13 and is incorporated herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
None.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements required by this item are included in the
registrant's Annual Report to Shareholders for the fiscal year ended February
26, 2000 on pages 14 through 23 and are incorporated herein by reference. These
financial statements are indexed under Item 14(a)(1).
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III
The Executive Officers of the Registrant information required by
Part III, Item 10 - Directors and Executive Officers of the Registrant is
included in this document; all other information required by Part III (Item 10 -
Directors and Executive Officers of the Registrant, Item 11 - Executive
Compensation, Item 12 - Security Ownership of Certain Beneficial Owners and
Management, and Item 13 - Certain Relationships and Related Transactions) is
incorporated herein by reference from the Registrant's definitive Proxy
Statement for the Annual Meeting of Shareholders to be held June 29, 2000 filed
with the Commission pursuant to Regulation 14A. The Compensation Report of the
Board of Directors and the performance graph included in such Proxy Statement
shall not be deemed incorporated herein by reference.
13
14
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) (1) FINANCIAL STATEMENTS
The following financial statements and reports are incorporated by
reference to pages 14 through 23 of the Company's Annual Report to
Shareholders for the fiscal year ended February 26, 2000:
Consolidated Balance Sheets as of February 26, 2000 and
February 27, 1999
Consolidated Statements of Earnings for the fiscal years ended
February 26, 2000, February 27, 1999 and February 28, 1998
Consolidated Statements of Shareholders' Equity for the fiscal years
ended February 26, 2000, February 27, 1999 and February 28, 1998
Consolidated Statements of Cash Flows for the fiscal years ended
February 26, 2000, February 27, 1999 and February 28, 1998
Notes to Consolidated Financial Statements
Independent Auditors' Report
(a) (2) FINANCIAL STATEMENT SCHEDULE
Schedule I -- The supplementary income statement schedule is
included in this report.
(a) (3) EXHIBITS
The exhibits to this Report are listed in the Exhibit Index included
elsewhere herein.
(b) No reports on Form 8-K were filed by the Company during the fourth
quarter of the fiscal year covered by this report.
14
15
SCHEDULE 1
BED BATH & BEYOND INC. AND SUBSIDIARIES
SUPPLEMENTARY INCOME STATEMENT SCHEDULE
(IN THOUSANDS)
YEAR ENDED
---------------------------------------------------------------------
FEBRUARY 26, FEBRUARY 27, FEBRUARY 28,
2000 1999 1998
---- ---- ----
ITEM
----
Advertising Costs $28,176 $20,800 $15,701
======= ======= =======
15
16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
BY: /s/ Warren Eisenberg
--------------------------
WARREN EISENBERG
CO-CHAIRMAN, CO-CHIEF EXECUTIVE
OFFICER AND DIRECTOR
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
SIGNATURE CAPACITY DATE
- --------- -------- ----
/s/ Warren Eisenberg Co-Chairman, Co-Chief May 25, 2000
- ----------------------------------- Executive Officer and Director
WARREN EISENBERG
/s/ Leonard Feinstein Co-Chairman, Co-Chief May 25, 2000
- ------------------------------------ Executive Officer and Director
LEONARD FEINSTEIN
/s/ Steven H. Temares President, Chief Operating Officer May 25, 2000
- -------------------------------------- and Director
Steven H. Temares
Chief Financial Officer May 25, 2000
/s/ Ronald Curwin and Treasurer
- ------------------------------------ (Principal Financial Officer)
RONALD CURWIN
/s/ Eugene A. Castagna Vice President - Controller May 25, 2000
- ---------------------------------- (Principal Accounting Officer)
EUGENE A. CASTAGNA
/s/ Klaus Eppler Director May 25, 2000
- ------------------------------------
KLAUS EPPLER
/s/ Robert S. Kaplan Director May 25, 2000
- -------------------------------------
ROBERT S. KAPLAN
/s/ Robert J. Swartz Director May 25, 2000
- --------------------------------------
ROBERT J. SWARTZ
16
17
ANNUAL REPORT ON FORM 10-K
ITEM 14 (a)(3)
EXHIBITS
BED BATH & BEYOND INC.
FISCAL YEAR ENDED FEBRUARY 26, 2000
18
EXHIBIT INDEX
Unless otherwise indicated, exhibits are incorporated by reference to the
correspondingly numbered exhibits to the Company's Registration Statement on
Form S-1 (Commission File No. 33-47250)
EXHIBIT
NO. EXHIBIT
--- -------
3.1 Restated Certificate of Incorporation
3.2 Certificate of Amendment to the Company's Certificate of
Incorporation (incorporated by reference to Exhibit 3 to the
Company's Quarterly Report on Form 10-Q/A for the quarter
ended August 25, 1996)
3.3 Certificate of Amendment to the Company's Certificate of
Incorporation (incorporated by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 30, 1997)
3.4 Certificate of Change of Bed Bath & Beyond Inc. Under Section
805-A of the Business Corporation Law (incorporated by
reference to Exhibit 3.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 30, 1997)
3.5 Amended and Restated By-laws, as amended through June 26, 1997
(incorporated by reference to Exhibit 3.3 to the Company's
Quarterly Report on Form 10-Q for the quarter ended August 30,
1997)
3.6 Certificate of Amendment of Certificate of Incorporation
(incorporated by reference to Exhibit 3.6 to the Company's
Form 10-K for the year ended February 27, 1999)
3.7 Amended By-Laws of Bed Bath & Beyond Inc. (As amended through
December 17, 1998) (incorporated by reference to Exhibit 3.7
to the Company's on Form 10-K for the year ended February 27,
1999)
3.8 Amended By-Laws of Bed Bath & Beyond Inc. (As amended through
September 22, 1999) (incorporated by reference to Exhibit 3.1
to the Company's Quarterly Report on Form 10-Q for the quarter
ended August 28, 1999)
10.1 Credit Agreement among the Company, bed 'n bath Stores, Inc.,
BBBL, Inc., BBBY Management Corporation, Chemical Bank New
Jersey, N.A., Chemical Bank and Chemical Bank New Jersey, N.A.
as Agent (incorporated by reference to Exhibit 28 to the
Company's Form 8-K dated November 14, 1994)
10.2* Agreement Concerning "Split Dollar" Life Insurance Plan, dated
May 9, 1994, among the Company, Jay D.Waxenberg, as trustee of
the Warren Eisenberg Life Insurance Trust, Warren Eisenberg
and Maxine Eisenberg (incorporated by reference to Exhibit
10.12 to the Company's Form 10-K for the year ended February
27, 1994)
18
19
10.3* Agreement Concerning "Split Dollar" Life Insurance Plan, dated
May 9, 1994, among the Company, Jay D.Waxenberg, as trustee of
the Leonard Joseph Feinstein Life Insurance Trust, Leonard
Joseph Feinstein and Susan Feinstein (incorporated by
reference to Exhibit 10.13 to the Company's Form 10-K for the
year ended February 27, 1994)
10.4* Agreement Concerning "Split Dollar" Life Insurance Plan, dated
June 16, 1995, among the Company, Jay D. Waxenberg, as trustee
of the Warren Eisenberg Life Insurance Trust, Warren Eisenberg
and Maxine Eisenberg (incorporated by reference to Exhibit
10.12 to the Company's Form 10-K for the year ended February
27, 1994)
10.5* Agreement Concerning "Split Dollar" Life Insurance Plan, dated
June 16, 1995, among the Company, Jay D. Waxenberg, as trustee
of the Leonard Joseph Feinstein Life Insurance Trust, Leonard
Joseph Feinstein and Susan Feinstein (incorporated by
reference to Exhibit 10.13 to the Company's Form 10-K for the
year ended February 27, 1994)
10.6 First Amendment to the Credit Agreement among the Company, bed
'n bath Stores, Inc., BBBL, Inc., BBBY Management Corporation,
Chemical Bank New Jersey, N.A., Chemical Bank and Chemical
Bank New Jersey, N.A. as Agent, dated October 1, 1995
(incorporated by reference to Exhibit 10.9 to the Company's
Form 10-K for the year ended March 1, 1997)
10.7 Second Amendment to the Credit Agreement among the Company,
bed 'n bath Stores, Inc., BBBL, Inc., BBBY Management
Corporation, Chemical Bank New Jersey, N.A., Chemical Bank and
Chemical Bank New Jersey, N.A. as Agent, dated February 24,
1997 (incorporated by reference to Exhibit 10.11 to the
Company's Form 10-K for the year ended March 1, 1997)
10.8 Third Amendment to the Credit Agreement among the Company, bed
'n bath Stores, Inc., BBBL, Inc., BBBY Management Corporation,
and The Chase Manhattan Bank, dated September 11, 1997
(incorporated by reference to Exhibit 10.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended November
29, 1997)
10.9 Fourth Amendment to the Credit Agreement among the Company,
bed 'n bath Stores, Inc., BBBL, Inc., BBBY Management
Corporation, and The Chase Manhattan Bank, dated September 19,
1997 (incorporated by reference to Exhibit 10.2 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
November 29, 1997)
10.10* Employment Agreement between the Company and Warren Eisenberg,
dated as of June 30, 1997 (incorporated by reference to
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q
for the quarter ended August 30, 1997)
10.11* Employment Agreement between the Company and Leonard
Feinstein, dated as of June 30, 1997 (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 30, 1997)
10.12* Stock Option Agreement between the Company and Warren
Eisenberg, dated as of August 26, 1997 (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 30, 1997)
19
20
10.13* Stock Option Agreement between the Company and Leonard
Feinstein, dated as of August 26, 1997 (incorporated by
reference to Exhibit 10.4 to the Company's Quarterly Report on
Form 10-Q for the quarter ended August 30, 1997)
10.14* Company's 1992 Stock Option Plan, as amended through August
26, 1997 (incorporated by reference to Exhibit 10.5 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 30, 1997)
10.15* Company's 1996 Stock Option Plan, as amended through August
26, 1997 (incorporated by reference to Exhibit 10.6 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
August 30, 1997)
10.16* Employment Agreement between the Company and Steven H.
Temares (dated as of December 1, 1994) (incorporated by
reference to Exhibit 10.16 to the Company's Form 10-K for the
year ended February 28, 1998)
10.17* Form of Employment Agreement between the Company and certain
executives (including all of the executive officers of the
Company other than the Co-Chief Executive Officers, the Chief
Operating Officer and the Chief Financial Officer) (dated as
of December 1, 1994) (incorporated by reference to Exhibit
10.17 to the Company's Form 10-K for the year ended February
28, 1998)
10.18* Bed Bath & Beyond Inc. 1998 Stock Option Plan (incorporated
by reference to Exhibit 10 to the to the Company's Quarterly
Report on Form 10-Q for the quarter ended May 30, 1998)
10.19 Fifth Amendment to the Credit Agreement among the Company, bed
'n bath Stores, Inc., BBBL, Inc., Bed Bath & Beyond of
California Limited Liability Company, BBBY Management
Corporation and The Chase Manhattan Bank, dated October 26,
1998 (incorporated by reference to Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the quarter ended
November 29, 1998)
10.20 Second Amended and Restated Revolving Credit Note among the
Company, bed 'n bath Stores, Inc., BBBL, Inc., Bed Bath &
Beyond of California Limited Liability Company, BBBY
Management Corporation and The Chase Manhattan Bank, dated
October 26, 1998 (incorporated by reference to Exhibit 10.2 to
the Company's Quarterly Report on Form 10-Q for the quarter
ended November 29, 1998)
10.21* Stock Option Agreement between the Company and Warren
Eisenberg, dated as of August 13, 1999 (incorporated by
reference to Exhibit 10.1 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 27, 1999)
10.22* Stock Option Agreement between the Company and Leonard
Feinstein, dated as of August 13, 1999 (incorporated by
reference to Exhibit 10.2 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 27, 1999)
20
21
10.23* Form of Standard Stock Option Agreement (incorporated by
reference to Exhibit 10.3 to the Company's Quarterly Report on
Form 10-Q for the quarter ended November 27, 1999)
13** Company's 1999 Annual Report, certain portions of which have
been incorporated by reference herein
21** Subsidiaries of the Company
Commission File No. 33-1
23** Independent Auditors' Consent
27 Financial Data Schedule (Filed electronically with SEC only)
- -----------------------
* This is a management contract or compensatory plan or arrangement.
** Filed herewith.
21