1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                   (MARK ONE)

          [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended November 29, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
          For the transition period from ____________ to _____________

                         COMMISSION FILE NUMBER 0-20214

                             BED BATH & BEYOND INC.
             (Exact name of registrant as specified in its charter)

       NEW YORK                                           11-2250488
(State of incorporation)                    (I.R.S. Employer Identification No.)

                   650 LIBERTY AVENUE, UNION, NEW JERSEY 07083
               (Address of principal executive offices) (Zip code)

       Registrant's telephone number, including area code: (908) 688-0888

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                    Yes  X  No
                                                          ---    ---

NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK:

CLASS OUTSTANDING AT NOVEMBER 29, 1997 ----- -------------------------------- Common Stock - $0.01 par value 68,954,120
2 INDEX PAGE NO. PART I - FINANCIAL INFORMATION Consolidated Balance Sheets As of November 29, 1997 and March 1, 1997 3 Consolidated Statements of Earnings For the Three Month and Nine Month Periods Ended November 29, 1997 and November 24, 1996 4 Consolidated Statements of Cash Flows For the Nine Month Periods Ended November 29, 1997 and November 24, 1996 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7 - 8 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 9 Exhibit Index 10 3 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
November 29, March 1, 1997 1997 -------- -------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 40,398 $ 38,765 Merchandise inventories 303,921 187,185 Prepaid expenses and other current assets 2,277 1,605 -------- -------- Total current assets 346,596 227,555 -------- -------- Property and equipment, net 109,391 88,332 Other assets 17,115 14,038 -------- -------- $473,102 $329,925 ======== ======== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $116,706 $ 47,821 Accrued expenses and other current liabilities 69,843 47,923 Income taxes payable 5,707 10,132 -------- -------- Total current liabilities 192,256 105,876 -------- -------- Deferred rent 12,315 9,688 -------- -------- 204,571 115,564 -------- -------- Shareholders' equity: Preferred stock - $0.01 par value; authorized - 1,000,000 shares; no shares issued or outstanding -- -- Common stock - $0.01 par value; authorized- 150,000,000 shares; issued and outstanding- November 29, 1997, 68,954,120 shares and March 1, 1997, 68,603,022 shares 690 686 Additional paid-in capital 60,018 54,149 Retained earnings 207,823 159,526 Total shareholders' equity 268,531 214,361 -------- -------- $473,102 $329,925 -------- ========
See accompanying Notes to Consolidated Financial Statements. -3- 4 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA) (UNAUDITED)
Three Months Ended Nine Months Ended ------------------ ----------------- November 29, November 24, November 29, November 24, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Net sales $ 280,978 $ 214,793 $ 761,535 $ 577,954 Cost of sales, including buying, occupancy and indirect costs 165,556 126,129 449,255 339,565 ----------- ----------- ----------- ----------- Gross profit 115,422 88,664 312,280 238,389 Selling, general and administrative expenses 84,696 65,852 233,974 177,882 ----------- ----------- ----------- ----------- Operating profit 30,726 22,812 78,306 60,507 Interest income 714 225 1,855 404 ----------- ----------- ----------- ----------- Earnings before provision for income taxes 31,440 23,037 80,161 60,911 Provision for income taxes 12,497 9,157 31,864 24,212 ----------- ----------- ----------- ----------- Net earnings $ 18,943 $ 13,880 $ 48,297 $ 36,699 =========== =========== =========== =========== Net earnings per share $ 0.27 $ 0.20 $ 0.68 $ 0.52 =========== =========== =========== =========== Weighted average shares outstanding 71,236,529 70,663,658 71,006,105 70,520,378 =========== =========== =========== ===========
See accompanying Notes to Consolidated Financial Statements. -4- 5 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS, UNAUDITED)
Nine Months Ended ----------------- November 29, November 24, 1997 1996 ------------ ------------ Cash Flows from Operating Activities: Net earnings $ 48,297 $ 36,699 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 13,147 9,624 Increase in assets: Merchandise inventories (116,736) (76,777) Prepaid expenses and other current assets (672) (662) Other assets (3,077) (2,791) Increase (decrease) in liabilities: Accounts payable 68,885 47,520 Accrued expenses and other current liabilities 21,920 18,007 Income taxes payable (4,425) (2,337) Deferred rent 2,627 2,000 --------- --------- Net cash provided by operating activities 29,966 31,283 --------- --------- Cash Flows from Investing Activities: Capital expenditures (34,206) (29,230) --------- --------- Net cash used in investing activities (34,206) (29,230) --------- --------- Cash Flows from Financing Activities: Net decrease in long-term debt 0 (5,000) Proceeds from exercise of stock options 5,873 6,326 --------- --------- Net cash provided by financing activities 5,873 1,326 --------- --------- Net increase in cash and cash equivalents 1,633 3,379 Cash and cash equivalents: Beginning of period 38,765 10,267 --------- --------- End of period $ 40,398 $ 13,646 ========= =========
See accompanying Notes to Consolidated Financial Statements. -5- 6 BED BATH & BEYOND INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1) BASIS OF PRESENTATION The accompanying consolidated financial statements, except for the March 1, 1997 consolidated balance sheet, have been prepared without audit. In the opinion of Management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of November 29, 1997 and March 1, 1997 and the results of their operations for the three month and nine month periods ended November 29, 1997 and November 24, 1996, respectively, and cash flows for the nine month periods ended November 29, 1997 and November 24, 1996. Because of the seasonality of the specialty retailing business, operating results of the Company on a quarterly basis may not be indicative of operating results for the full year. The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and consequently do not include all the disclosures normally required by generally accepted accounting principles. Reference should be made to Bed Bath & Beyond Inc.'s Annual Report for the fiscal year ended March 1, 1997 for additional disclosures, including a summary of the Company's significant accounting policies. 2) RECENT ACCOUNTING PRONOUNCEMENT In February 1997, Statement of Financial Accounting Standards No. 128, "Earnings per Share" (SFAS No. 128), was issued. SFAS No. 128 simplifies the standards for computing earnings per share and makes the United States standards for computing earnings per share more comparable to international standards. SFAS No. 128 requires presentation of "basic" earnings per share (which excludes dilution) and "diluted" earnings per share. The Company does not believe the adoption of SFAS No. 128 will have a material impact on the Company's reported earnings per share. SFAS No. 128 is effective for financial statements issued for periods ending after December 15, 1997 and requires restatement of all prior period earnings per share presented. -6- 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months November 29, 1997 vs. Three Months November 24, 1996 Net sales for the third quarter ended November 29, 1997 were $281.0 million, an increase of approximately $66.2 million or approximately 30.8% over net sales of $214.8 million for the corresponding quarter last year. Approximately 86.5% of the increase was attributable to new store net sales. The increase in comparable store net sales in the third quarter of 1997 was approximately 4.2%. The increase in comparable store net sales reflects a number of factors, including but not limited to, the level of consumer acceptance of the Company's merchandise offerings and customer service and the generally favorable retailing environment. Approximately 55% and 45% of net sales for the third quarter were attributable to sales of domestics merchandise and home furnishings merchandise, respectively. Gross profit for the third quarter of 1997 was $115.4 million or 41.1% of net sales compared with $88.7 million or 41.3% of net sales during the third quarter of 1996. The decrease in gross profit, as a percentage of net sales, was attributable to a number of factors, including a different mix of sales during the third quarter of 1997 compared to the mix of sales during the third quarter of 1996, and an increase in coupons redeemed associated with the Company's marketing program. Selling, general and administrative expenses ("SG&A") were $84.7 million in the third quarter of 1997 compared with $65.9 million in the same quarter last year and as a percentage of net sales were 30.1% and 30.7%, respectively. The decrease in SG&A, as a percentage of net sales, primarily reflects a relative decrease in costs associated with new store openings and a relative decrease in payroll and payroll related items, which were partially offset by an increase in occupancy costs. Operating profit in the third quarter of 1997 increased to $30.7 million from $22.8 million in the third quarter of 1996, reflecting primarily the increase in net sales which was partially offset by increases in cost of sales and SG&A. Nine Months November 29, 1997 vs. Nine Months November 24, 1996 Net sales for the nine months ended November 29, 1997 were $761.5 million, an increase of approximately $183.6 million or approximately 31.8% over net sales of $578.0 million for the corresponding period last year. Approximately 82.7% of the increase was attributable to new store net sales. The increase in comparable store net sales for the first nine months of 1997 was approximately 5.5%. Gross profit for the first nine months of 1997 was $312.3 million or 41.0% of net sales compared with $238.4 million or 41.2% of net sales during the same period last year. The decrease in gross profit, as a percentage of net sales, was attributable to a number of factors, including a different mix of sales during the first nine months of this year compared with the mix of sales in the corresponding period last year, and an increase in coupons redeemed associated with the Company's marketing program. SG&A expenses were $234.0 million in the first nine months of 1997 compared with $177.9 million for the same period last year and as a percentage of net sales were 30.7% and 30.8%, respectively. -7- 8 Operating profit in the first nine months of 1997 increased to $78.3 million from $60.5 million for the same period last year, primarily resulting from the increase in net sales, which was partially offset by an increase in cost of sales and SG&A expenses. EXPANSION PROGRAM The Company is engaged in an ongoing expansion program involving the opening of new stores in both existing and new markets and the expansion or replacement of existing stores with larger stores. As a result of this program, the total number of stores has increased to 141 stores at the end of the third quarter of 1997 compared with 108 stores at the end of the corresponding quarter last year. Total square footage grew to 5,767,000 square feet at the end of the third quarter of 1997, from 4,347,000 square feet at the end of the third quarter of last year. During the first nine months of fiscal 1997, the Company opened 33 new superstores and expanded three stores resulting in an aggregate addition of 1,420,000 square feet to total store space. The Company does not anticipate opening any additional new stores or expanding/relocating any stores during the remainder of fiscal 1997. FINANCIAL CONDITION Total assets at November 29, 1997 were $473.1 million compared with $329.9 million at March 1, 1997, an increase of $143.2 million. Of the total increase, $119.0 million represented an increase in current assets and $24.1 million represented an increase in non-current assets. The increase in current assets was primarily attributable to an increase in merchandise inventories, which resulted from new store space and, to a lesser extent, the changes in merchandising mix. Total liabilities at November 29, 1997 were $204.6 million compared with $115.6 million at March 1, 1997, an increase of $89.0 million. The increase was primarily attributable to a $68.9 million increase in accounts payable (resulting from an increase in inventories) and a $21.9 million increase in accrued expenses and other current liabilities. Shareholders' equity was $268.5 million at November 29, 1997 compared with $214.4 million at March 1, 1997. The increase primarily reflects net earnings for the first nine months of fiscal 1997 and additional paid-in capital from the exercise of stock options. Capital expenditures for the first nine months of fiscal 1997 were $34.2 million compared with $29.2 million for the corresponding period last year. The increase is primarily attributable to furniture and fixtures and leasehold improvements for the 33 new superstores opened and three stores expanded during the first nine months compared to furniture and fixtures and leasehold improvements for the 28 new superstores opened and two expanded stores in the same period last year. FORWARD LOOKING STATEMENTS This Form 10-Q may contain forward looking statements. Important factors which may affect these statements are contained in the Company's Annual Report to shareholders for the fiscal year ended March 1, 1997. -8- 9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The exhibits to this report are listed on the Exhibit Index included elsewhere herein. (b) No reports on Form 8-K were filed by the Company during the three month period ended November 29, 1997. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BED BATH & BEYOND INC. (Registrant) Date: January 12, 1998 By: /s/ Ronald Curwin ----------------- Ronald Curwin Chief Financial Officer and Treasurer -9- 10 EXHIBIT INDEX Exhibit No. Exhibit Page No. 10.1 Third Amendment to the Credit Agreement among the Company, Bed 'n Bath Stores, Inc., BBBL, Inc., BBBY Management Corporation, and The Chase Manhattan Bank, as Bank and Agent, dated September 11, 1997 11 - 13 10.2 Fourth Amendment to the Credit Agreement among the Company, Bed 'n Bath Stores, Inc., BBBL, Inc., BBBY Management Corporation, and The Chase Manhattan Bank, as Bank and Agent, dated September 19, 1997 14 - 16 11 Computation of Per Share Earnings 17 27 Financial Data Schedule 18 (Filed electronically with SEC only) -10-
   1
                                                                    Exhibit 10.1


         THIRD AMENDMENT (the "Third Amendment"), dated as of September 11,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995 and the
Second Amendment dated February 24, 1997, among BED BATH & BEYOND, INC. (the
"Company"), BED-N-BATH STORES, INC. ("BNBS"), BBBL, INC. ("BBBL") AND BBBY
MANAGEMENT CORPORATION ("BBBY"; BNBS, BBBL AND BBBY being together the
"Guarantors" and individually each a "Guarantor", and the Guarantors together
with the Company being the "Credit Parties") and THE CHASE MANHATTAN BANK
("Chase" as a "Bank" and as agent for the Banks (in such capacity, the "Agent").


                              W I T N E S S E T H:

         WHEREAS, the Credit Parties, the Banks and the Agent are parties to the
Agreement; and

         WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chase is agreeable to such request;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:

                  Section 9.10 is hereby amended in its entirety so that such
                  Section, as so amended, shall read as follows: "Limitation on
                  Capital Expenditures. Make or commit to make (by way of the
                  acquisition of securities of a Person or otherwise) any
                  Capital Expenditure except for Capital Expenditures in the
                  ordinary course of business not exceeding, in the aggregate
                  for the Credit Parties and their respective Subsidiaries
                  during any fiscal year of the Credit Parties, $75,000,000 in
                  the fiscal year ending February 28, 1998, increasing by 30%
                  each year thereafter.

Representations and Warranties. To induce Chase to enter into this Third
Amendment, each of the Credit Parties hereby represents and warrants that:

                  (a) Such Credit Party has the power, authority and legal right
         to make and deliver this Third Amendment and to perform its obligations
         under the Agreement, as amended by this Third Amendment, without any
         notice, consent, approval or authorization not already obtained, and
         such Credit Party has taken all necessary action to authorize the same.


                                      -11-
   2
                  (b) The making and delivery of this Third Amendment and the
         performance of the Agreement, as amended by this Third Amendment, do
         not violate any provision of law or any regulation or of the charter or
         by-laws of such Credit Party or result in the breach of or constitute a
         default under or require any consent under any indenture or other
         agreement or instrument to which such Credit Party is a party or by
         which such Credit Party or any of its property may be bound or
         affected. The Agreement, as amended by this Third Amendment, constitute
         a legal, valid and binding obligation of such Credit Party, enforceable
         against it in accordance with its terms, except as the enforceability
         thereof may be limited by any applicable bankruptcy, reorganization,
         insolvency, moratorium or other laws affecting creditors' rights
         generally.

                  (c) The representations and warranties contained in Section 6
         of the Agreement are true and correct on and as of the date of this
         Third Amendment and after giving effect thereto.

                  (d) No Default or Event of Default has occurred and is
         continuing under the Agreement as of the date of this Third Amendment
         and after giving effect thereto.

         4.       Effective Date. This Third Amendment shall become effective as
         of September 11, 1997 when Chase shall have received counterparts of
         this Third Amendment, duly executed by the respective parties thereto.

         5.       Counterparts. This Third Amendment may be signed in any number
of counterparts, each of which shall be an original and all of which taken
together shall constitute a single instrument with the same effect as if the
signatures thereto and hereto were upon the same instrument.

         6.       Full Force and Effect. Except as expressly modified by this
Third Amendment, all of the terms and provisions of the Agreement shall continue
in full force and effect, and all parties hereto shall be entitled to the
benefits thereof.

         7.       Governing Law. This Third Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New Jersey.


                                      -12-
   3
         IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment
to be duly executed and delivered by their proper and duly authorized officers
as of the date set forth above.

                                    BED BATH & BEYOND, INC.

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:   Chairman and Co-Chief
                                                      Executive Officer


                                    BED-N-BATH STORES, INC.

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:  President


                                    BBBL, INC.

                                    By:      /s/ Martin Lynch
                                             --------------------
                                             Title:  President


                                    BBBY MANAGEMENT CORPORATION

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:  President


                                    THE CHASE MANHATTAN BANK

                                    By:      /s/ Valerie Schanzer
                                             --------------------
                                             Title:  Vice-President


                                      -13-
   1
                                                                    Exhibit 10.2


         FOURTH AMENDMENT (the "Fourth Amendment"), dated as of September 19,
1997, of a certain Credit Agreement dated as of October 26, 1994 (the
"Agreement"), as amended by a First Amendment dated October 1, 1995 and the
Second Amendment dated February 24, 1997 and the Third Amendment dated September
11, 1997, among BED BATH & BEYOND, INC. (the "Company"), BED-N-BATH STORES, INC.
("BNBS"), BBBL, INC. ("BBBL") AND BBBY MANAGEMENT CORPORATION ("BBBY"; BNBS,
BBBL AND BBBY being together the "Guarantors" and individually each a
"Guarantor", and the Guarantors together with the Company being the "Credit
Parties") and THE CHASE MANHATTAN BANK ("Chase" as a "Bank" and as agent for the
Banks (in such capacity, the "Agent").


                              W I T N E S S E T H:


         WHEREAS, the Credit Parties, the Banks and the Agent are parties to the
Agreement; and

         WHEREAS, the Credit Parties have requested certain modifications to the
Agreement, and Chase is agreeable to such request;

         NOW, THEREFORE, in consideration of the premises and mutual agreements
herein contained, the parties hereto hereby agree as follows:

         Section 9.9 is hereby amended in its entirety so that such Section, as
         so amended, shall read as follows: "Limitation on Dividends. Declare or
         pay any dividend (other than dividends payable solely in common stock
         of the Company) on, or make any payment on account of, or set apart
         assets for a sinking or other analogous fund for, the purchase,
         redemption, defeasance, retirement or other acquisition of, any shares
         of any class of Capital Stock of any Credit Party or any warrants or
         options to purchase any such Capital Stock, whether now or hereafter
         outstanding, or make any other distribution in respect thereof, either
         directly or indirectly, whether in cash or property or in obligations
         of any Company or any Subsidiary (all of the foregoing is here and
         after referred to as a "Dividend") except that the Company may declare
         or pay cash Dividend(s) on its common stock only out of each year's
         earnings, provided that after giving effect to any such declaration or
         payment, as the case may be, no Default or Event of Default shall have
         occurred and be continuing and that the cumulative amount of such
         Dividends declared in any fiscal year shall not exceed 50% of
         Consolidated Net Income for such fiscal year; provided further that any
         credit party (other than the Company) may declare or pay a Dividend to
         the Company."


                                      -14-
   2
Representations and Warranties. To induce Chase to enter into this Fourth
Amendment, each of the Credit Parties hereby represents and warrants that:

                  (a) Such Credit Party has the power, authority and legal right
         to make and deliver this Fourth Amendment and to perform its
         obligations under the Agreement, as amended by this Fourth Amendment,
         without any notice, consent, approval or authorization not already
         obtained, and such Credit Party has taken all necessary action to
         authorize the same.

                  (b) The making and delivery of this Fourth Amendment and the
         performance of the Agreement, as amended by this Fourth Amendment, do
         not violate any provision of law or any regulation or of the charter or
         by-laws of such Credit Party or result in the breach of or constitute a
         default under or require any consent under any indenture or other
         agreement or instrument to which such Credit Party is a party or by
         which such Credit Party or any of its property may be bound or
         affected. The Agreement, as amended by this Fourth Amendment,
         constitute a legal, valid and binding obligation of such Credit Party,
         enforceable against it in accordance with its terms, except as the
         enforceability thereof may be limited by any applicable bankruptcy,
         reorganization, insolvency, moratorium or other laws affecting
         creditors' rights generally.

                  (c) The representations and warranties contained in Section 6
         of the Agreement are true and correct on and as of the date of this
         Fourth Amendment and after giving effect thereto.

                  (d) No Default or Event of Default has occurred and is
         continuing under the Agreement as of the date of this Fourth Amendment
         and after giving effect thereto.

         4.       Effective Date. This Fourth Amendment shall become effective
         as of September 19, 1997 when Chase shall have received counterparts of
         this Fourth Amendment, duly executed by the respective parties thereto.

         5.       Counterparts. This Fourth Amendment may be signed in any
number of counterparts, each of which shall be an original and all of which
taken together shall constitute a single instrument with the same effect as if
the signatures thereto and hereto were upon the same instrument.

         6.       Full Force and Effect. Except as expressly modified by this
Fourth Amendment, all of the terms and provisions of the Agreement shall
continue in full force and effect, and all parties hereto shall be entitled to
the benefits thereof.

         7.       Governing Law. This Fourth Amendment shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of New Jersey.


                                      -15-
   3
         IN WITNESS WHEREOF, the parties hereto have caused this Fourth
Amendment to be duly executed and delivered by their proper and duly authorized
officers as of the date set forth above.

                                    BED BATH & BEYOND, INC.

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:   Chairman and Co-Chief
                                                      Executive Officer


                                    BED-N-BATH STORES, INC.

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:  President


                                    BBBL, INC.

                                    By:      /s/ Martin Lynch
                                             --------------------
                                             Title:  President


                                    BBBY MANAGEMENT CORPORATION

                                    By:      /s/ Warren Eisenberg
                                             --------------------
                                             Title:  President


                                    THE CHASE MANHATTAN BANK

                                    By:      /s/ Valerie Schanzer
                                             --------------------
                                             Title:  Vice-President


                                      -16-
   1
                                                                      Exhibit 11

                     BED BATH & BEYOND INC. AND SUBSIDIARIES
                        COMPUTATION OF PER SHARE EARNINGS

Three Months Ended Nine Months Ended November 29, November 24, November 29, November 24, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Weighted average number of shares outstanding 68,906,985 68,471,672 68,779,209 68,363,010 Dilutive effect of common equivalent shares (stock options) outstanding 2,329,544 2,191,986 2,226,896 2,157,368 ----------- ----------- ----------- ----------- Weighted average number of shares and dilutive common equivalent shares (stock options) outstanding 71,236,529 70,663,658 71,006,105 70,520,378 =========== =========== =========== =========== Net earnings $18,943,000 $13,880,000 $48,297,000 $36,699,000 =========== =========== =========== =========== Net earnings per share $ 0.27 $ 0.20 $ 0.68 $ 0.52 =========== =========== =========== ===========
-17-
 

5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AS OF NOVEMBER 29, 1997, AND THE CONSOLIDATED STATEMENT OF EARNINGS FOR THE NINE MONTH PERIOD ENDED NOVEMBER 29, 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 9-MOS FEB-28-1998 NOV-29-1997 40,398 0 0 0 303,921 346,596 164,671 55,280 473,102 192,256 0 0 0 690 267,841 473,102 761,535 761,535 449,255 449,255 233,974 0 (1,895) 80,161 31,864 48,297 0 0 0 48,297 .68 .68