Price Graph
Price
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TO THE EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL ALPHAMINR BE LIABLE TO YOU FOR DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR INVESTMENT LOSSES, LOSS OF DATA, OR ACCURACY OF DATA, OR FOR ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (1) FIFTY DOLLARS OR (2) THE AMOUNTS PAID BY YOU TO ALPHAMINR IN THE SIX MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
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We use Google Analytics and we use Stripe for payment processing. We will not share the information we collect with third parties for promotional purposes. We may share personal information with law enforcement as required or permitted by law.
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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(State of incorporation)
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(IRS Employer Identification No.)
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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(Nasdaq Global Select Market)
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☒
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No
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☐
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☒
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No
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☐
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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Emerging growth company
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Yes
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No
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☒
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Class
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Outstanding at August 31, 2019
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Common Stock - $0.01 par value
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Certifications
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August 31, 2019
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March 2, 2019
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Assets
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Current assets:
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Cash and cash equivalents
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$
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$
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Short term investment securities
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Merchandise inventories
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Prepaid expenses and other current assets
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Total current assets
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||||
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Long term investment securities
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Property and equipment, net
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Operating lease assets
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—
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Goodwill
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Other assets
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||||
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Total assets
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$
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$
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||||
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Liabilities and Shareholders' Equity
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Current liabilities:
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Accounts payable
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$
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$
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Accrued expenses and other current liabilities
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Merchandise credit and gift card liabilities
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Current operating lease liabilities
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—
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Current income taxes payable
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Total current liabilities
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Other liabilities
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Income taxes payable
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Operating lease liabilities
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—
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Long term debt
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||||
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Total liabilities
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||||
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Shareholders' equity:
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Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or
outstanding
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Common stock - $0.01 par value; authorized - 900,000 shares; issued 343,595 and
342,582, respectively; outstanding 126,566 and 132,233 shares, respectively
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Additional paid-in capital
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Retained earnings
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Treasury stock, at cost; 217,029 and 210,349 shares, respectively
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(
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)
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(
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)
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Accumulated other comprehensive loss
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(
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)
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(
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)
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||||
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Total shareholders' equity
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|
|
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||||
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Total liabilities and shareholders' equity
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$
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$
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Three Months Ended
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Six Months Ended
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||||||||||||
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August 31, 2019
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September 1, 2018
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August 31, 2019
|
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September 1, 2018
|
||||||||
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||||||||
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Net sales
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$
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$
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$
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$
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||||||||
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Cost of sales
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||||||||
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Gross profit
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||||||||
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Selling, general and administrative expenses
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||||
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||||||||
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Goodwill and other impairments
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||||
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||||||||
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Operating (loss) profit
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(
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)
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(
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)
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|
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|
||||
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|
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||||||||
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Interest expense, net
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|
||||
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|
||||||||
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(Loss) earnings before provision for income taxes
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(
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)
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(
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)
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|
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|
||||
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|
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|
||||||||
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(Benefit) provision for income taxes
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(
|
)
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|
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(
|
)
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|
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|
||||
|
|
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|
||||||||
|
Net (loss) earnings
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$
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(
|
)
|
|
$
|
|
|
|
$
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(
|
)
|
|
$
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|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) earnings per share - Basic
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
Net (loss) earnings per share - Diluted
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Weighted average shares outstanding - Basic
|
|
|
|
|
|
|
|
|
|
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|
||||
|
Weighted average shares outstanding - Diluted
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Dividends declared per share
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
|
August 31, 2019
|
|
September 1, 2018
|
|
August 31, 2019
|
|
September 1, 2018
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Net (loss) earnings
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
||||||||
|
Change in temporary impairment of auction rate securities, net of taxes
|
(
|
)
|
|
(
|
)
|
|
|
|
|
|
|
||||
|
Pension adjustment, net of taxes
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Currency translation adjustment
|
|
|
|
(
|
)
|
|
(
|
)
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Other comprehensive income (loss)
|
|
|
|
(
|
)
|
|
|
|
|
(
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
|
Comprehensive (loss) income
|
$
|
(
|
)
|
|
$
|
|
|
|
$
|
(
|
)
|
|
$
|
|
|
|
|
Three Months Ended August 31, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
Additional Paid-
in Capital
|
Retained
Earnings
|
Treasury Stock
|
Accumulated Other
Comprehensive
Loss
|
Total
|
||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
|
Balance at June 1, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net loss
|
|
|
|
(
|
)
|
|
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(
|
)
|
||||||||||||
|
|
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|
|
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|
||||||||||||||
|
Other comprehensive income, net of tax
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|
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|
|
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|
|
||||||||||||
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|
|
|
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|
||||||||||||||
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Dividend declared
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
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|
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|
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|
|
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|
||||||||||||||
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Issuance of restricted shares, net
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Payment and vesting of performance stock units
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
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|
|
|
|
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|
||||||||||||||
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Stock-based compensation expense, net
|
|
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|
|
|
|
|
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|
||||||||||||
|
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|
|
|
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|
||||||||||||||
|
Repurchase of common stock, including fees
|
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Balance at August 31, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
|
|
|
|
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|
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|
||||||||||||||
|
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|
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|
|
|
|
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|
||||||||||||||
|
|
Six Months Ended August 31, 2019
|
|||||||||||||||||||||
|
|
Common Stock
|
Additional Paid-
in Capital
|
Retained
Earnings
|
Treasury Stock
|
Accumulated Other
Comprehensive
Loss
|
Total
|
||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
|
Balance at March 2, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net loss
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Other comprehensive income, net of tax
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Effect of Adoption of ASU 2016-02
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Dividend declared
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Issuance of restricted shares, net
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Payment and vesting of performance stock units
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Stock-based compensation expense, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Repurchase of common stock, including fees
|
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Balance at August 31, 2019
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
Three Months Ended September 1, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
Additional Paid-
in Capital
|
Retained
Earnings
|
Treasury Stock
|
Accumulated Other
Comprehensive
Loss
|
Total
|
||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
|
Balance at June 2, 2018
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Dividend declared
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Issuance of restricted shares, net
|
|
|
—
|
|
—
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Payment and vesting of performance stock units
|
—
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Stock-based compensation expense, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Repurchase of common stock, including fees
|
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Balance at September 1, 2018
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
Six Months Ended September 1, 2018
|
|||||||||||||||||||||
|
|
Common Stock
|
Additional Paid-
in Capital
|
Retained
Earnings
|
Treasury Stock
|
Accumulated Other
Comprehensive
Loss
|
Total
|
||||||||||||||||
|
|
Shares
|
Amount
|
Shares
|
Amount
|
||||||||||||||||||
|
Balance at March 3, 2018
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Net earnings
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Effect of Adoption of ASU 2014-09
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Dividend declared
|
|
|
|
(
|
)
|
|
|
|
(
|
)
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Issuance of restricted shares, net
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Payment and vesting of performance stock units
|
|
|
|
|
(
|
)
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Stock-based compensation expense, net
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
Repurchase of common stock, including fees
|
|
|
|
|
(
|
)
|
(
|
)
|
|
(
|
)
|
|||||||||||
|
Balance at September 1, 2018
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
|
|
|
Six Months Ended
|
||||||
|
|
August 31, 2019
|
|
September 1, 2018
|
||||
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Net (loss) earnings
|
$
|
(
|
)
|
|
$
|
|
|
|
Adjustments to reconcile net (loss) earnings to net cash provided by operating activities:
|
|
|
|
|
|
||
|
Depreciation and amortization
|
|
|
|
|
|
||
|
Goodwill and other impairments
|
|
|
|
|
|
||
|
Stock-based compensation
|
|
|
|
|
|
||
|
Deferred income taxes
|
(
|
)
|
|
(
|
)
|
||
|
Other
|
(
|
)
|
|
(
|
)
|
||
|
Decrease (increase) in assets:
|
|
|
|
|
|
||
|
Merchandise inventories
|
|
|
|
(
|
)
|
||
|
Trading investment securities
|
|
|
|
(
|
)
|
||
|
Other current assets
|
(
|
)
|
|
|
|
||
|
Other assets
|
(
|
)
|
|
|
|
||
|
Increase (decrease) in liabilities:
|
|
|
|
|
|
||
|
Accounts payable
|
|
|
|
|
|
||
|
Accrued expenses and other current liabilities
|
(
|
)
|
|
|
|
||
|
Merchandise credit and gift card liabilities
|
|
|
|
|
|
||
|
Income taxes payable
|
(
|
)
|
|
(
|
)
|
||
|
Operating lease assets and liabilities, net
|
|
|
|
—
|
|
||
|
Other liabilities
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Net cash provided by operating activities
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Purchase of held-to-maturity investment securities
|
(
|
)
|
|
(
|
)
|
||
|
Redemption of held-to-maturity investment securities
|
|
|
|
|
|
||
|
Capital expenditures
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Net cash provided by (used in) investing activities
|
|
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Payment of dividends
|
(
|
)
|
|
(
|
)
|
||
|
Repurchase of common stock, including fees
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Net cash used in financing activities
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Effect of exchange rate changes on cash, cash equivalents and restricted cash
|
(
|
)
|
|
(
|
)
|
||
|
|
|
|
|
||||
|
Net increase in cash, cash equivalents and restricted cash
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Cash, cash equivalents and restricted cash:
|
|
|
|
|
|
||
|
|
|
|
|
||||
|
Beginning of period
|
|
|
|
|
|
||
|
End of period
|
$
|
|
|
|
$
|
|
|
|
1)
|
Basis of Presentation
|
|
•
|
Level 1 - Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment.
|
|
•
|
Level 2 - Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
|
•
|
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
|
|
(in millions)
|
August 31, 2019
|
|
March 2, 2019
|
||||
|
Available-for-sale securities:
|
|
|
|
|
|
||
|
Long term
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
||||
|
Held-to-maturity securities:
|
|
|
|
||||
|
Short term
|
|
|
|
|
|
||
|
Total investment securities
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
Statement of Operations Location
|
Three months ended August 31, 2019
|
|
Six months ended August 31, 2019
|
||||
|
Operating lease cost
|
Cost of sales and SG&A
|
$
|
|
|
|
$
|
|
|
|
Finance lease cost:
|
|
|
|
|
||||
|
Depreciation of property
|
SG&A
|
|
|
|
|
|
||
|
Interest on lease liabilities
|
Interest expense, net
|
|
|
|
|
|
||
|
Variable lease cost
|
Cost of sales and SG&A
|
|
|
|
|
|
||
|
Sublease income
|
SG&A
|
(
|
)
|
|
(
|
)
|
||
|
Total lease cost
|
|
$
|
|
|
|
$
|
|
|
|
(in thousands)
|
Consolidated Balance Sheet Location
|
August 31, 2019
|
||
|
Assets
|
|
|
||
|
Operating leases
|
Operating lease assets
|
$
|
|
|
|
Finance leases
|
Property and equipment, net
|
|
|
|
|
Total Lease assets
|
|
$
|
|
|
|
|
|
|
||
|
Liabilities
|
|
|
||
|
Current:
|
|
|
||
|
Operating leases
|
Current operating lease liabilities
|
$
|
|
|
|
Finance leases
|
Accrued expenses and other current liabilities
|
|
|
|
|
Noncurrent:
|
|
|
||
|
Operating leases
|
Operating lease liabilities
|
|
|
|
|
Finance leases
|
Other liabilities
|
|
|
|
|
Total lease liabilities
|
|
$
|
|
|
|
(in thousands)
|
Operating Leases
|
|
Finance Leases
|
||||
|
Fiscal Year:
|
|
|
|
||||
|
Remainder of 2019
|
$
|
|
|
|
$
|
|
|
|
2020
|
|
|
|
|
|
||
|
2021
|
|
|
|
|
|
||
|
2022
|
|
|
|
|
|
||
|
2023
|
|
|
|
|
|
||
|
Thereafter
|
|
|
|
|
|
||
|
Total lease payments
|
$
|
|
|
|
$
|
|
|
|
Less imputed interest
|
(
|
)
|
|
(
|
)
|
||
|
Present value of lease liabilities
|
$
|
|
|
|
$
|
|
|
|
|
|
August 31, 2019
|
|
|
Weighted-average remaining lease term (in years)
|
|
|
|
|
Operating leases
|
|
|
|
|
Finance leases
|
|
|
|
|
Weighted-average discount rate
|
|
|
|
|
Operating leases
|
|
|
%
|
|
Finance leases
|
|
|
%
|
|
(in thousands)
|
|
Six months ended August 31, 2019
|
||
|
Cash paid for amounts included in the measurement of lease liabilities
|
|
|
||
|
Operating cash flows from operating leases
|
|
$
|
|
|
|
Operating cash flows from finance leases
|
|
|
|
|
|
Operating lease assets obtained in exchange for new operating lease liabilities
|
|
|
|
|
|
(in thousands)
|
Operating Leases
|
|
|
Fiscal Year:
|
|
|
|
2019
|
|
|
|
2020
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
2023
|
|
|
|
Thereafter
|
|
|
|
Total future minimum lease payments
|
|
|
|
|
Six Months Ended
|
||||
|
Black-Scholes Valuation Assumptions (1)
|
August 31, 2019
|
|
September 1, 2018
|
||
|
Weighted Average Expected Life (in years) (2)
|
|
|
|
|
|
|
Weighted Average Expected Volatility (3)
|
|
%
|
|
|
%
|
|
Weighted Average Risk Free Interest Rates (4)
|
|
%
|
|
|
%
|
|
Expected Dividend Yield (5)
|
|
%
|
|
|
%
|
|
(Shares in thousands)
|
Number of Stock
Options
|
|
Weighted Average
Exercise Price
|
|||
|
Options outstanding, beginning of period
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
Forfeited or expired
|
(
|
)
|
|
|
|
|
|
Options outstanding, end of period
|
|
|
|
$
|
|
|
|
Options exercisable, end of period
|
|
|
|
$
|
|
|
|
(Shares in thousands)
|
Number of Restricted
Shares
|
|
Weighted Average
Grant-Date Fair
Value
|
|||
|
Unvested restricted stock, beginning of period
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
Vested
|
(
|
)
|
|
|
|
|
|
Forfeited
|
(
|
)
|
|
|
|
|
|
Unvested restricted stock, end of period
|
|
|
|
$
|
|
|
|
|
Six Months Ended
|
|
|
Monte Carlo Simulation Assumptions
|
August 31, 2019
|
|
|
Risk Free Interest Rate
|
|
%
|
|
Expected Dividend Yield
|
|
%
|
|
Expected Volatility
|
|
%
|
|
Expected Term
|
|
|
|
(Shares in thousands)
|
Number of Performance
Stock Units
|
|
Weighted Average
Grant-Date Fair
Value
|
|||
|
Unvested performance stock units, beginning of period
|
|
|
|
$
|
|
|
|
Granted
|
|
|
|
|
|
|
|
Vested
|
(
|
)
|
|
|
|
|
|
Forfeited or performance condition adjustments
|
(
|
)
|
|
|
|
|
|
Unvested performance stock units, end of period
|
|
|
|
$
|
|
|
|
•
|
Net sales for the
three months ended August 31, 2019
were
$2.719 billion
, a decrease of approximately
7.3%
as compared with the
three months ended September 1, 2018
. Net sales for the
six months ended August 31, 2019
were
$5.292 billion
, a decrease of approximately
7.0%
as compared with the
six months ended September 1, 2018
.
|
|
•
|
Comparable sales for the
three and six months ended August 31, 2019
decreased by approximately
6.7%
and
6.6%
, respectively, as compared to a decrease of approximately
0.6%
for both the
three and six months ended September 1, 2018
. For the three months ended August 31, 2019, comparable sales consummated in-store declined in the high-single-digit percentage range, while comparable sales consummated through customer facing digital channels declined slightly. For the six months ended August 31, 2019, comparable sales consummated in-store declined in the high-single-digit percentage range, partially offset by a slight increase in comparable sales consummated through customer facing digital channels.
|
|
•
|
Gross profit for the
three months ended August 31, 2019
was
$727.0 million
, or
26.7%
of net sales, compared with
$988.6 million
, or
33.7%
of net sales, for the
three months ended September 1, 2018
. Gross profit for the
six months ended August 31, 2019
was
$1.614 billion
, or
30.5%
of net sales, compared with
$1.953 billion
, or
34.3%
of net sales, for the
six months ended September 1, 2018
. The decrease in the gross profit margin was primarily attributable to a decrease in merchandise margin, as a result of an incremental reserve for future markdowns of approximately $194.0 million taken in the second quarter of fiscal 2019 related to the Company's transformation initiatives, which was an incremental charge to the actual markdowns recorded in the second quarter of fiscal 2019.
|
|
•
|
Selling, general and administrative expenses ("SG&A") for the
three months ended August 31, 2019
were
$880.9 million
, or
32.4%
of net sales, compared with
$909.7 million
, or
31.0%
of net sales, for the
three months ended September 1, 2018
. SG&A for the
six months ended August 31, 2019
were
$1.774 billion
, or
33.5%
of net sales, compared with
$1.793 billion
, or
31.5%
of net sales, for the
six months ended September 1, 2018
.
|
|
•
|
Goodwill and other impairments for the three and
six months ended August 31, 2019
were
$28.4 million
, or
1.0%
of net sales and
$429.6 million
or
8.1%
of net sales, respectively. There were no goodwill and other impairments in the
three and six months ended September 1, 2018
.
|
|
•
|
Interest expense, net for the
three and six months ended August 31, 2019
was
$16.3 million
and
$32.2 million
, respectively, compared with
$14.6 million
and
$31.3 million
, respectively, for the
three and six months ended September 1, 2018
.
|
|
•
|
The effective tax rate for the
three and six months ended August 31, 2019
was
30.1%
and
17.9%
, respectively, as compared with
24.3%
and
28.4%
, respectively, for the
three and six months ended September 1, 2018
. For the three months and six months ended August 31, 2019, the effective tax rate reflects the impact of charges for goodwill and other impairments and severance costs, portions of which are non-deductible for tax purposes. The tax rates also included other discrete tax items resulting in net after tax benefits of approximately
$5.4 million
and
$1.8 million
, respectively, for the
three months ended August 31, 2019
and
September 1, 2018
and net after tax costs of approximately
$7.0 million
and
$1.5 million
, respectively for the six months ended August 31, 2019 and September 1, 2018.
|
|
•
|
For the three months ended August 31, 2019, net loss per diluted share was
$(1.12)
(
$(138.8) million
), as compared with net earnings per diluted share of
$0.36
(
$48.6 million
) for the three months ended September 1, 2018. The decrease in net earnings per diluted share for the
three months ended August 31, 2019
is the result of the decrease in net earnings due to the items described above, partially offset by the impact of the Company's repurchases of its common stock. In addition, for the
three months ended August 31, 2019
, net loss per diluted share included the unfavorable impact of approximately $1.46 per diluted share from charges related to the first wave of the Company's transformation initiatives, including severance costs associated with the corporate workforce reduction and the decision to outsource certain functions, and an incremental reserve for future markdowns. This unfavorable impact also included non-cash store impairment charges incurred during the fiscal second quarter of 2019.
|
|
(a)
|
Disclosure Controls and Procedures
|
|
(b)
|
Changes in Internal Control over Financial Reporting
|
|
Period
|
Total Number of Shares Purchased (1)
|
|
Average Price Paid per Share (2)
|
|
Total Number of
Shares Purchased as
Part of Publicly or Announced Plans Programs (1)
|
|
Approximate Dollar
Value of Shares
that May Yet Be
Purchased Under
the Plans or Programs (1)(2)
|
||||||
|
June 2, 2019 - June 29, 2019
|
895,000
|
|
|
$
|
12.21
|
|
|
895,000
|
|
|
$
|
1,325,285,108
|
|
|
June 30, 2019 - July 27, 2019
|
480,200
|
|
|
$
|
11.34
|
|
|
480,200
|
|
|
$
|
1,319,838,739
|
|
|
July 28, 2019 - August 31, 2019
|
8,500
|
|
|
$
|
9.20
|
|
|
8,500
|
|
|
$
|
1,319,760,523
|
|
|
Total
|
1,383,700
|
|
|
$
|
11.89
|
|
|
1,383,700
|
|
|
$
|
1,319,760,523
|
|
|
Exhibit No.
|
Exhibit
|
|
|
|
|
10.1*
|
|
|
|
|
|
10.2*
|
|
|
|
|
|
31.1**
|
|
|
|
|
|
31.2**
|
|
|
|
|
|
32**
|
|
|
|
|
|
101.INS
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
|
|
|
|
|
101.SCH
|
Inline XBRL Taxonomy Extension Schema Document
|
|
|
|
|
101.CAL
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
101.LAB
|
Inline XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
101.PRE
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
101.DEF
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
104
|
The cover page of Bed Bath & Beyond Inc.’s Quarterly Report on Form 10-Q for the quarter ended August 31, 2019, formatted in Inline XBRL (included within Exhibit 101 attachments)
|
|
*
|
This is a management contract or compensatory plan or arrangement.
|
|
**
|
Filed herewith.
|
|
|
|
BED BATH & BEYOND INC.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
Date: October 9, 2019
|
|
By:
|
/s/ Robyn M. D'Elia
|
|
|
|
|
Robyn M. D'Elia
|
|
|
|
|
Chief Financial Officer and Treasurer
|
|
|
|
|
(Principal Financial and Accounting Officer)
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|---|---|---|
Thomas C. Chubb, III Chairman, Chief Executive Officer and President of Oxford Industries, Inc. | |||
A. Ryals McMullian Chairman and Chief Executive Officer of Flowers Foods, Inc. | |||
Director Highlights & Qualifications As the chief information officer for Stanley Black & Decker, Inc., a manufacturer of industrial tools and household hardware, Ms. Gass brings valuable information technology expertise and strong leadership and transformation experience to the board of directors. In her current role, Ms. Gass is responsible for comprehensive and cross-business unit IT strategy, delivery and support, and security infrastructure, and also leads functional transformation activities, focusing on effectiveness and efficiency. Ms. Gass also provides the board with insights on the consumer products industry gained from her time at Stanley Black & Decker. | |||
Director Highlights & Qualifications Ms. Lewis brings valuable insights to our board based on her executive leadership experience and her service on other public company boards. Ms. Lewis has extensive experience in executive decision-making and human capital management, gained through various leadership roles at HCA Healthcare. | |||
Joanne D. Smith Retired Executive Vice President & Chief People Officer of Delta Air Lines, Inc. | |||
W. Jameson McFadden CEO and Senior Portfolio Manager of Wellington Shields & Co. | |||
James T. Spear Retired Executive Vice President and Chief Financial Officer of Cadence Health | |||
George E. Deese Retired Chairman and Chief Executive Officer of Flowers Foods, Inc. | |||
Director Highlights & Qualifications Mr. Casey brings significant executive leadership and public company experience to the board of directors based on various c-suite leadership roles and service on other public company boards, including his previous role as Executive Chairman of J&J Worldwide Services, Inc., a provider of mission essential support services to US DOD military bases and other governmental facilities, which was acquired by CBRE Group in February 2024. Additionally, he contributes valuable insights gained from his experience in the technology industry as chief executive officer of IDEMIA North America, a global leader in identity and digital security technologies, and as a director of Avenu Insights & Analytics LLC, an analytics and administrative solutions provider, and Tyto Athene, LLC, a provider of IT modernization services. | |||
Key Responsibilities Under the terms of its charter, the compensation and human capital committee is responsible for overseeing the review and determination of executive compensation and the company’s human capital management activities. The compensation and human capital committee’s duties and responsibilities include: • reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers, evaluating our executive officers’ performance in light of these goals and objectives, and setting our executive officers’ compensation levels based on this evaluation and other factors it deems appropriate; • making recommendations to the board of directors with respect to executive cash and equity-based incentive compensation plans and all non-qualified incentive plans; • administering the company’s equity-based incentive plans and other plans adopted by the board of directors that contemplate administration by the compensation and human capital committee; • reviewing and overseeing the administration of any company clawback policies requiring the recoupment of incentive compensation and recommending amendments to any such policies from time to time as appropriate; • reviewing and approving employment agreements (if any), severance or retention plans or agreements and any severance or other termination payments proposed with respect to any of our executive officers; • overseeing risks related to the duties and responsibilities of the compensation and human capital committee, including reviewing whether the risks associated with our compensation policies and practices are reasonably likely to have a material adverse effect on us; • overseeing our human capital management activities, policies, targets, objectives and the disclosure thereof; • determining applicable stock ownership guidelines that apply to senior executives and monitoring compliance with such guidelines; • reviewing the outcome of each shareholder advisory vote on executive compensation and recommending to the board of directors any action in response thereto; and • producing a report on executive compensation for inclusion in our proxy statement for the annual meeting of shareholders. In February 2025, the compensation and human capital committee completed its annual review of our compensation philosophies and practices with respect to our employees and concluded that the risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us. The compensation and human capital committee may delegate all or a portion of its duties and responsibilities to a subcommittee comprised of at least two compensation and human capital committee members, subject to applicable law and the company’s governing documents. The compensation and human capital committee may authorize one or more officers of the company to designate employees to receive awards under the company’s 2014 Omnibus Equity and Incentive Compensation Plan (Amended and Restated Effective May 25, 2023) (the “Omnibus Plan”) and to determine the size of such awards, subject to the limitations set forth in the Omnibus Plan. For information regarding the role of executive officers and the compensation and human capital committee’s independent compensation consultant in determining or recommending the amount or form of executive compensation, see “ Executive Compensation — Compensation Discussion and Analysis .” |
| |
NAME AND
PRINCIPAL POSITION |
| |
YEAR
|
| |
SALARY
($) |
| |
BONUS
($) |
| |
STOCK
AWARDS ($) |
| |
NON-EQUITY
INCENTIVE PLAN COMPENSATION ($) |
| |
CHANGE IN
PENSION VALUE AND NONQUALIFIED DEFERRED COMPENSATION EARNINGS ($) |
| |
ALL OTHER
COMPENSATION ($) |
| |
TOTAL
($) |
| ||||||||||||||||||||||||
| |
A. Ryals McMullian
Chairman and Chief Executive Officer |
| | |
|
2024
|
| | | |
|
987,884
|
| | | |
|
—
|
| | | |
|
5,492,059
|
| | | |
|
1,193,915
|
| | | |
|
50,135
|
| | | |
|
220,540
|
| | | |
|
7,944,533
|
| |
| | |
|
2023
|
| | | |
|
954,289
|
| | | |
|
—
|
| | | |
|
4,452,212
|
| | | |
|
674,469
|
| | | |
|
53,133
|
| | | |
|
258,937
|
| | | |
|
6,393,039
|
| | |||
| | |
|
2022
|
| | | |
|
917,654
|
| | | |
|
—
|
| | | |
|
4,360,518
|
| | | |
|
737,843
|
| | | |
|
53,851
|
| | | |
|
185,493
|
| | | |
|
6,255,359
|
| | |||
| |
R. Steve Kinsey
Chief Financial Officer |
| | |
|
2024
|
| | | |
|
700,000
|
| | | |
|
—
|
| | | |
|
1,295,093
|
| | | |
|
540,960
|
| | | |
|
29,011
|
| | | |
|
94,283
|
| | | |
|
2,659,347
|
| |
| | |
|
2023
|
| | | |
|
665,025
|
| | | |
|
—
|
| | | |
|
1,179,827
|
| | | |
|
301,132
|
| | | |
|
30,764
|
| | | |
|
108,309
|
| | | |
|
2,285,058
|
| | |||
| | |
|
2022
|
| | | |
|
632,787
|
| | | |
|
—
|
| | | |
|
1,145,409
|
| | | |
|
325,689
|
| | | |
|
31,974
|
| | | |
|
120,908
|
| | | |
|
2,256,767
|
| | |||
| |
Terry S. Thomas
Chief Growth Officer |
| | |
|
2024
|
| | | |
|
650,000
|
| | | |
|
350,000
|
| | | |
|
1,105,056
|
| | | |
|
439,530
|
| | | |
|
6
|
| | | |
|
59,511
|
| | | |
|
2,604,103
|
| |
| | |
|
2023
|
| | | |
|
202,500
|
| | | |
|
350,000
|
| | | |
|
2,558,856
|
| | | |
|
85,033
|
| | | |
|
—
|
| | | |
|
80,917
|
| | | |
|
3,277,306
|
| | |||
| |
Heeth Varnedoe IV
President and Chief Operating Officer |
| | |
|
2024
|
| | | |
|
700,000
|
| | | |
|
—
|
| | | |
|
1,295,093
|
| | | |
|
540,960
|
| | | |
|
1,738
|
| | | |
|
67,050
|
| | | |
|
2,604,841
|
| |
| | |
|
2023
|
| | | |
|
560,219
|
| | | |
|
—
|
| | | |
|
925,184
|
| | | |
|
255,901
|
| | | |
|
1,105
|
| | | |
|
42,222
|
| | | |
|
1,784,631
|
| | |||
| |
Stephanie B. Tillman
Chief Legal Counsel |
| | |
|
2024
|
| | | |
|
542,648
|
| | | |
|
—
|
| | | |
|
952,316
|
| | | |
|
367,777
|
| | | |
|
4,921
|
| | | |
|
53,385
|
| | | |
|
1,921,047
|
| |
| | |
|
2023
|
| | | |
|
483,421
|
| | | |
|
—
|
| | | |
|
842,378
|
| | | |
|
191,536
|
| | | |
|
4,555
|
| | | |
|
52,055
|
| | | |
|
1,573,945
|
| | |||
| | |
|
2022
|
| | | |
|
443,635
|
| | | |
|
—
|
| | | |
|
594,994
|
| | | |
|
173,344
|
| | | |
|
4,139
|
| | | |
|
41,787
|
| | | |
|
1,257,899
|
| | |||
No Customers Found
Suppliers
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|---|---|---|
| DEESE GEORGE E | - | 2,020,880 | 13,717 |
| DEESE GEORGE E | - | 1,992,420 | 675,000 |
| WOOD C MARTIN III | - | 1,250,890 | 17,934 |
| McMullian Ryals | - | 1,027,120 | 1,581,380 |
| McMullian Ryals | - | 849,028 | 1,581,380 |
| McFadden William Jameson | - | 522,906 | 1,493 |
| KINSEY R STEVE | - | 415,880 | 4,043 |
| KINSEY R STEVE | - | 399,520 | 4,043 |
| ROACH DAVID M | - | 127,302 | 18,705 |
| ROACH DAVID M | - | 102,355 | 16,919 |
| THOMAS TERRY S | - | 70,165 | 0 |
| GASS RHONDA | - | 61,358 | 0 |
| COURTNEY H MARK | - | 60,408 | 1,943 |
| Varnedoe Heeth IV | - | 52,969 | 19,000 |
| THOMAS TERRY S | - | 49,859 | 0 |
| COURTNEY H MARK | - | 41,488 | 1,882 |
| Chubb Thomas Caldecot III | - | 36,291 | 0 |
| Varnedoe Heeth IV | - | 20,416 | 0 |
| Casey Edward J. Jr. | - | 20,330 | 0 |
| Cox Cindy | - | 13,795 | 0 |
| Winters Thomas L | - | 13,090 | 0 |
| Cox Cindy | - | 10,590 | 0 |
| Smith Joanne D | - | 9,102 | 0 |