8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) SEPTEMBER 30, 2003

BED BATH & BEYOND INC.

(Exact name of registrant as specified in its charter)

New York	0-20214	11-2250488
(State of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

650 Liberty Avenue
Union, New Jersey 07083

(Address of principal executive offices) (Zip code)

(908) 688-0888

(Registrant’s telephone number, including area code)

TABLE OF CONTENTS

	ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
	ITEM 9. REGULATION FD DISCLOSURE.
SIGNATURES
EXHIBIT INDEX
PRESS RELEASE

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) EXHIBITS.

99.1 Press Release of Bed Bath & Beyond Inc. dated September 24, 2003.

ITEM 9. REGULATION FD DISCLOSURE.

     Information required by Item 12 is being provided under this Item 9 pursuant to SEC interim filing guidance.

     On September 24, 2003, Bed Bath & Beyond Inc. (the “Company”) issued a press release announcing the Company’s financial results for its fiscal second quarter ended August 30, 2003. A copy of this press release is attached hereto as Exhibit 99.1.

SIGNATURES

     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 hereunto duly authorized.

	BED BATH & BEYOND INC.
	(Registrant)
Date: September 30, 2003	By:	/s/ Eugene A. Castagna
		Eugene A. Castagna
		Vice President – Finance and
		Assistant Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Bed Bath & Beyond Inc. dated September 24, 2003.

EX-99.1 3 y90293exv99w1.htm PRESS RELEASE

Exhibit 99.1

FOR IMMEDIATE RELEASE

BED BATH & BEYOND INC. ANNOUNCES FISCAL SECOND QUARTER RESULTS

• Net Earnings Increase 28.8% to $97.2 million ($.32 per share)

• Net Sales Increase by 23.1%

• Comparable Store Sales Grow by 5.9%

UNION, New Jersey, September 24, 2003 -— Bed Bath & Beyond Inc. today reported net earnings of $97.2 million ($.32 per share) in the fiscal second quarter ended August 30, 2003, an increase of approximately 28.8% from the $75.5 million ($.25 per share) earned in the fiscal second quarter of 2002. Net sales for the fiscal second quarter of 2003 were $1.111 billion, an increase of approximately 23.1% from net sales of $903.0 million in the fiscal second quarter of 2002. Comparable store sales in the fiscal second quarter of 2003 grew by approximately 5.9%, compared with an increase of approximately 8.0% in last year’s fiscal second quarter.

For the fiscal first half ended August 30, 2003, net earnings increased 27.1% to $154.7 million ($.51 per share) from $121.8 million ($.40 per share) earned in the comparable period of the prior year. Net sales for the fiscal first half of 2003 rose 19.4% to $2.005 billion from $1.680 billion in the corresponding period of the prior year. Comparable store sales for the fiscal first half of 2003 increased by approximately 5.2%, compared with an increase of approximately 10.4% in last year’s fiscal first half.

The accompanying consolidated financial information includes the accounts of Christmas Tree Shops, Inc. since June 19, 2003 (date of acquisition).

As of August 30, 2003, there were 514 Bed Bath & Beyond stores operating in 44 states and Puerto Rico, including 16 new stores opened during the current fiscal second quarter. During the first six months of fiscal 2003, 24 Bed Bath & Beyond stores were opened. Since the beginning of the fiscal third quarter, 9 additional Bed Bath & Beyond stores have been opened, bringing the total number of Bed Bath & Beyond stores now operating to 523 stores. As of August 30, 2003, Christmas Tree Shops, Inc. operated 24 stores in 6 states and Harmon Stores, Inc., operated 29 stores in 3 states.

* * * * * * * *

Bed Bath & Beyond Inc. is a nationwide chain of retail stores. The Company’s Bed Bath & Beyond stores sell better quality domestics merchandise and home furnishings. The Company’s Christmas Tree Shops and Harmon Stores sell giftware and household items and health and beauty care items, respectively. Shares of Bed Bath & Beyond Inc. are traded on NASDAQ under the symbol “BBBY” and are included in the Standard & Poor’s 500 Index, the NASDAQ-100 Index and the Forbes 500.

This press release may contain forward-looking statements. Many of these forward-looking statements can be identified by use of words such as may, will, expect, anticipate, estimate, assume, continue, project, plan, and similar words and phrases. The Company’s actual results and future financial condition may differ materially from those expressed in any such forward-looking statements as a result of many factors that may be outside the Company’s control. Such factors include, without limitation: general economic conditions, changes in the retailing environment and consumer spending habits; demographics and other macroeconomic factors that may impact the level of spending for the types of merchandise sold by the Company; unusual weather patterns; competition from existing and potential competitors; competition from other channels of distribution; pricing pressures; the ability to find suitable locations at reasonable occupancy costs to support the Company’s expansion program; and the cost of labor, merchandise and other costs and expenses. The Company does not undertake any obligation to update its forward-looking statements.

INVESTOR CONTACTS:

Ronald Curwin	Kenneth C. Frankel	Paula J. Marbach
Chief Financial Officer	Director of Financial	Investor Relations
and Treasurer	Planning	Ext. 4552
Ext. 4550	Ext. 4554	Fax: 908-810-8813

BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Earnings
(in thousands, except per share data)
(unaudited)

			Three Months Ended				Six Months Ended
			August 30,		August 31,		August 30,		August 31,
			2003		2002		2003		2002
Net sales			$	1,111,445	$	903,044	$	2,005,313	$	1,679,842
Cost of sales				652,300		532,709		1,178,988		991,145
		Gross profit		459,145		370,335		826,325		688,697
Selling, general and administrative expenses				303,278		250,648		580,008		496,309
		Operating profit		155,867		119,687		246,317		192,388
Interest income				2,195		3,010		5,254		5,592
	Earnings before provision for income taxes			158,062		122,697		251,571		197,980
Provision for income taxes				60,854		47,238		96,855		76,222
		Net earnings	$	97,208	$	75,459	$	154,716	$	121,758
Net earnings per share — Basic			$	0.33	$	0.26	$	0.52	$	0.42
Net earnings per share — Diluted			$	0.32	$	0.25	$	0.51	$	0.40
Weighted average shares outstanding — Basic				295,811		292,441		295,387		292,083
Weighted average shares outstanding — Diluted				304,172		300,737		303,605		300,705

BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(in thousands, unaudited)

			August 30,		August 31,
			2003		2002
Assets
Current assets:
	Cash and cash equivalents		$	617,381	$	333,626
	Short term investment securities			65,269		100,000
	Merchandise inventories			958,778		859,891
	Other current assets			78,410		54,011
		Total current assets		1,719,838		1,347,528
Long term investment securities				119,847		126,426
Property and equipment, net				477,213		381,761
Goodwill				145,932		16,771
Other assets				26,115		7,173
			$	2,488,945	$	1,879,659
Liabilities and Shareholders’ Equity
Current liabilities:
	Accounts payable		$	386,335	$	311,604
	Accrued expenses and other current liabilities			324,984		233,065
	Income taxes payable			55,049		49,791
		Total current liabilities		766,368		594,460
Deferred rent and other liabilities				79,992		47,481
		Total liabilities		846,360		641,941
Total shareholders’ equity				1,642,585		1,237,718
			$	2,488,945	$	1,879,659

BED BATH & BEYOND INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands, unaudited)

				Six Months Ended
				August 30,			August 31,
				2003			2002
Cash Flows from Operating Activities:
	Net earnings			$	154,716		$	121,758
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			40,257			39,319
		Amortization of bond premium			649			—
		Tax benefit from exercise of stock options			18,634			11,973
		Deferred income taxes			4,037			(6,355	)
		Decrease (increase) in assets, net of effect of acquisition:
			Merchandise inventories		26,498			(90,009	)
			Other current assets		(10,002	)		(4,734	)
			Other assets		(6,946	)		6
Increase (decrease) in liabilities, net of effect of acquisition:
			Accounts payable		7,026			34,783
			Accrued expenses and other current liabilities		18,805			38,023
			Income taxes payable		(16,789	)		(1,397	)
			Deferred rent and other liabilities		10,545			7,342
	Net cash provided by operating activities				247,430			150,709
Cash Flows from Investing Activities:
	Purchase of investment securities				(130,975	)		(244,517	)
	Redemption of investment securities				194,770			70,000
	Acquisition, net of cash acquired				(175,487	)		(24,097	)
	Capital expenditures				(30,126	)		(57,602	)
	Net cash used in investing activities				(141,818	)		(256,216	)
Cash Flows from Financing Activities:
	Proceeds from exercise of stock options				17,314			9,637
	Prepayment of acquired debt				(21,215	)		—
	Net cash (used in) provided by financing activities				(3,901	)		9,637
	Net increase (decrease) in cash and cash equivalents				101,711			(95,870	)
Cash and cash equivalents:
	Beginning of period				515,670			429,496
	End of period			$	617,381		$	333,626

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EX-99.1

PRESS RELEASE