Cover
Cover | 9 Months Ended |
Nov. 26, 2022 shares | |
Cover [Abstract] | |
Document Type | 10-Q |
Document Quarterly Report | true |
Document Period End Date | Nov. 26, 2022 |
Document Transition Report | false |
Entity File Number | 0-20214 |
Entity Registrant Name | BED BATH & BEYOND INC |
Entity Incorporation, State or Country Code | NY |
Entity Tax Identification Number | 11-2250488 |
Entity Address, Address Line One | 650 Liberty Avenue |
Entity Address, City or Town | Union |
Entity Address, State or Province | NJ |
Entity Address, Postal Zip Code | 07083 |
City Area Code | 908 |
Local Phone Number | 688-0888 |
Title of 12(b) Security | Common stock, $.01 par value |
Trading Symbol | BBBY |
Security Exchange Name | NASDAQ |
Entity Current Reporting Status | Yes |
Entity Interactive Data Current | Yes |
Entity Filer Category | Large Accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
Entity Shell Company | false |
Entity Common Stock, Shares Outstanding | 117,321,914 |
Entity Central Index Key | 0000886158 |
Current Fiscal Year End Date | --02-25 |
Document Fiscal Year Focus | 2022 |
Document Fiscal Period Focus | Q3 |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Nov. 26, 2022 | Feb. 26, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 153,521 | $ 439,496 |
Merchandise inventories | 1,436,150 | 1,725,410 |
Prepaid expenses and other current assets | 288,503 | 198,248 |
Total current assets | 1,878,174 | 2,363,154 |
Long-term investment securities | 21,451 | 19,212 |
Property and equipment, net | 1,050,526 | 1,027,387 |
Operating lease assets | 1,321,665 | 1,562,857 |
Other assets | 129,610 | 157,962 |
Total assets | 4,401,426 | 5,130,572 |
Current liabilities: | ||
Current portion of long-term debt | 909,303 | 0 |
Accounts payable | 697,889 | 872,445 |
Accrued expenses and other current liabilities | 356,482 | 529,371 |
Merchandise credit and gift card liabilities | 295,197 | 326,465 |
Current operating lease liabilities | 313,368 | 346,506 |
Total current liabilities | 2,572,239 | 2,074,787 |
Other liabilities | 119,907 | 102,438 |
Operating lease liabilities | 1,388,484 | 1,508,002 |
Income taxes payable | 93,386 | 91,424 |
Long-term debt | 1,026,053 | 1,179,776 |
Total liabilities | 5,200,069 | 4,956,427 |
Shareholders' (deficit) equity: | ||
Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding | 0 | 0 |
Common stock - $0.01 par value; authorized - 900,000 shares; issued 382,339 and 344,146, respectively; outstanding 117,322 and 81,979 shares, respectively | 3,823 | 3,441 |
Additional paid-in capital | 2,427,739 | 2,235,894 |
Retained earnings | 8,549,536 | 9,666,091 |
Treasury stock, at cost; 265,017 and 262,167 shares, respectively | (11,731,194) | (11,685,267) |
Accumulated other comprehensive loss | (48,547) | (46,014) |
Total shareholders' (deficit) equity | (798,643) | 174,145 |
Total liabilities and shareholders' (deficit) equity | $ 4,401,426 | $ 5,130,572 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Nov. 26, 2022 | Feb. 26, 2022 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 | 900,000,000 |
Common stock, shares issued (in shares) | 382,339,000 | 344,146,000 |
Common stock, shares outstanding (in shares) | 117,322,000 | 81,979,000 |
Treasury stock (in shares) | 265,017,000 | 262,167,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 1,259,112 | $ 1,877,874 | $ 4,159,548 | $ 5,816,382 |
Cost of sales | 980,249 | 1,208,954 | 3,133,111 | 3,912,699 |
Gross profit | 278,863 | 668,920 | 1,026,437 | 1,903,683 |
Selling, general and administrative expenses | 583,588 | 697,953 | 1,855,973 | 2,009,687 |
Impairments | 100,724 | 1,759 | 182,941 | 18,472 |
Restructuring and transformation initiative expenses | 45,484 | 41,219 | 123,816 | 99,400 |
Loss on sale of businesses | 0 | 14,100 | 0 | 18,221 |
Operating loss | (450,933) | (86,111) | (1,136,293) | (242,097) |
Interest expense, net | 33,527 | 15,772 | 68,578 | 47,893 |
(Gain) loss on extinguishment of debt | (94,380) | 0 | (94,380) | 376 |
Loss before provision for income taxes | (390,080) | (101,883) | (1,110,491) | (290,366) |
Provision for income taxes | 2,886 | 174,546 | 6,300 | 110,152 |
Net loss | $ (392,966) | $ (276,429) | $ (1,116,791) | $ (400,518) |
Net loss per share - Basic (in dollars per share) | $ (4.33) | $ (2.78) | $ (13.40) | $ (3.90) |
Net loss per share - Diluted (in dollars per share) | $ (4.33) | $ (2.78) | $ (13.40) | $ (3.90) |
Weighted average shares outstanding - Basic (in shares) | 90,708 | 99,591 | 83,342 | 102,772 |
Weighted average shares outstanding - Diluted (in shares) | 90,708 | 99,591 | 83,342 | 102,772 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (392,966) | $ (276,429) | $ (1,116,791) | $ (400,518) |
Other comprehensive (loss) income: | ||||
Change in temporary impairment of auction rate securities, net of tax | 1,092 | (186) | 1,659 | (226) |
Pension adjustment, net of tax | 0 | (1,786) | 0 | (1,562) |
Reclassification adjustment on settlement of pension plan, net of tax | 0 | 9,938 | 0 | 9,938 |
Currency translation adjustment | (1,642) | (2,383) | (4,192) | (246) |
Other comprehensive (loss) income | (550) | 5,583 | (2,533) | 7,904 |
Comprehensive loss | $ (393,516) | $ (270,846) | $ (1,119,324) | $ (392,614) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' (Deficit) Equity - USD ($) shares in Thousands, $ in Thousands | Total | Restricted Stock Units (RSUs) | Performance Stock Units | Common Stock | Common Stock Restricted Stock Units (RSUs) | Common Stock Performance Stock Units | Additional Paid- in Capital | Additional Paid- in Capital Restricted Stock Units (RSUs) | Additional Paid- in Capital Performance Stock Units | Retained Earnings | Treasury Stock | Accumulated Other Comprehensive Loss |
Balance (in shares) at Feb. 27, 2021 | 343,241 | |||||||||||
Balance (in shares) at Feb. 27, 2021 | (233,620) | |||||||||||
Balance at Feb. 27, 2021 | $ 1,276,936 | $ 3,432 | $ 2,152,135 | $ 10,225,253 | $ 11,048,284 | $ (55,600) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (400,518) | (400,518) | ||||||||||
Other comprehensive (loss) income, net of tax | 7,904 | 7,904 | ||||||||||
Dividends forfeited | 421 | 421 | ||||||||||
Issuance of restricted shares, net (in shares) | 618 | |||||||||||
Issuance of restricted shares, net | 0 | $ 6 | (6) | |||||||||
Vesting of stock units (in shares) | 274 | |||||||||||
Vesting of stock units | $ 0 | $ 3 | $ (3) | |||||||||
Stock-based compensation expense, net | 27,655 | 27,655 | ||||||||||
Accelerated share repurchase program (in shares) | (200) | |||||||||||
Accelerated share repurchase program | 0 | 47,550 | $ (47,550) | |||||||||
Director fees paid in stock (in shares) | 7 | |||||||||||
Director fees paid in stock | 138 | 138 | ||||||||||
Repurchase of common stock, including fees (in shares) | (13,982) | |||||||||||
Repurchase of common stock, including fees | (358,923) | $ (358,923) | ||||||||||
Balance (in shares) at Nov. 27, 2021 | 344,140 | |||||||||||
Balance (in shares) at Nov. 27, 2021 | (247,802) | |||||||||||
Balance at Nov. 27, 2021 | 553,613 | $ 3,441 | 2,227,469 | 9,825,156 | $ 11,454,757 | (47,696) | ||||||
Balance (in shares) at Aug. 28, 2021 | 343,596 | |||||||||||
Balance (in shares) at Aug. 28, 2021 | (242,536) | |||||||||||
Balance at Aug. 28, 2021 | 934,234 | $ 3,436 | 2,218,400 | 10,101,522 | $ 11,335,845 | (53,279) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (276,429) | (276,429) | ||||||||||
Other comprehensive (loss) income, net of tax | 5,583 | 5,583 | ||||||||||
Dividends forfeited | 63 | 63 | ||||||||||
Issuance of restricted shares, net (in shares) | 270 | |||||||||||
Issuance of restricted shares, net | 0 | $ 2 | (2) | |||||||||
Vesting of stock units (in shares) | 274 | |||||||||||
Vesting of stock units | $ 0 | $ 3 | (3) | |||||||||
Stock-based compensation expense, net | 9,074 | 9,074 | ||||||||||
Repurchase of common stock, including fees (in shares) | (5,266) | |||||||||||
Repurchase of common stock, including fees | (118,912) | $ (118,912) | ||||||||||
Balance (in shares) at Nov. 27, 2021 | 344,140 | |||||||||||
Balance (in shares) at Nov. 27, 2021 | (247,802) | |||||||||||
Balance at Nov. 27, 2021 | $ 553,613 | $ 3,441 | 2,227,469 | 9,825,156 | $ 11,454,757 | (47,696) | ||||||
Balance (in shares) at Feb. 26, 2022 | 81,979 | 344,146 | ||||||||||
Balance (in shares) at Feb. 26, 2022 | (262,167) | |||||||||||
Balance at Feb. 26, 2022 | $ 174,145 | $ 3,441 | 2,235,894 | 9,666,091 | $ 11,685,267 | (46,014) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (1,116,791) | (1,116,791) | ||||||||||
Other comprehensive (loss) income, net of tax | (2,533) | (2,533) | ||||||||||
Dividends forfeited | 236 | 236 | ||||||||||
Issuance of restricted shares, net (in shares) | 264 | |||||||||||
Issuance of restricted shares, net | 0 | $ 2 | (2) | |||||||||
Vesting of stock units (in shares) | 640 | 1,063 | 177 | |||||||||
Vesting of stock units | $ 0 | $ 0 | $ 11 | $ 2 | $ (11) | (2) | ||||||
Stock-based compensation expense, net | 19,511 | 19,511 | ||||||||||
Director fees paid in stock (in shares) | 11 | |||||||||||
Director fees paid in stock | 145 | 145 | ||||||||||
Issuance of common stock and At-the-Market offering, net of offering costs (in shares) | 36,678 | |||||||||||
Issuance of common stock and At-the-Market offering, net of offering costs | 172,571 | $ 367 | 172,204 | |||||||||
Repurchase of common stock, including fees (in shares) | (2,850) | |||||||||||
Repurchase of common stock, including fees | $ (45,927) | $ (45,927) | ||||||||||
Balance (in shares) at Nov. 26, 2022 | 117,322 | 382,339 | ||||||||||
Balance (in shares) at Nov. 26, 2022 | (265,017) | |||||||||||
Balance at Nov. 26, 2022 | $ (798,643) | $ 3,823 | 2,427,739 | 8,549,536 | $ 11,731,194 | (48,547) | ||||||
Balance (in shares) at Aug. 27, 2022 | 345,053 | |||||||||||
Balance (in shares) at Aug. 27, 2022 | (264,691) | |||||||||||
Balance at Aug. 27, 2022 | (577,654) | $ 3,450 | 2,253,039 | 8,942,368 | $ 11,728,514 | (47,997) | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||
Net loss | (392,966) | (392,966) | ||||||||||
Other comprehensive (loss) income, net of tax | (550) | (550) | ||||||||||
Dividends forfeited | 134 | 134 | ||||||||||
Issuance of restricted shares, net (in shares) | (65) | |||||||||||
Issuance of restricted shares, net | 0 | $ (1) | 1 | |||||||||
Vesting of stock units (in shares) | 496 | 177 | ||||||||||
Vesting of stock units | $ 0 | $ 0 | $ 5 | $ 2 | $ (5) | $ (2) | ||||||
Stock-based compensation expense, net | 2,502 | 2,502 | ||||||||||
Issuance of common stock and At-the-Market offering, net of offering costs (in shares) | 36,678 | |||||||||||
Issuance of common stock and At-the-Market offering, net of offering costs | 172,571 | $ 367 | 172,204 | |||||||||
Repurchase of common stock, including fees (in shares) | (326) | |||||||||||
Repurchase of common stock, including fees | $ (2,680) | $ (2,680) | ||||||||||
Balance (in shares) at Nov. 26, 2022 | 117,322 | 382,339 | ||||||||||
Balance (in shares) at Nov. 26, 2022 | (265,017) | |||||||||||
Balance at Nov. 26, 2022 | $ (798,643) | $ 3,823 | $ 2,427,739 | $ 8,549,536 | $ 11,731,194 | $ (48,547) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 26, 2022 | Nov. 27, 2021 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,116,791) | $ (400,518) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 231,019 | 214,742 |
Impairments | 182,941 | 18,472 |
Stock-based compensation | 18,746 | 26,875 |
Deferred income taxes | 0 | 126,437 |
Loss on sale of businesses | 0 | 18,221 |
(Gain) loss on debt extinguishment | (94,380) | 376 |
Other | 3,511 | (7,516) |
Decrease (increase) in assets: | ||
Merchandise inventories | 284,984 | (240,522) |
Other current assets | (34,512) | 60,582 |
Other assets | 6,059 | (82) |
(Decrease) increase in liabilities: | ||
Accounts payable | (128,792) | (72,408) |
Accrued expenses and other current liabilities | (156,075) | 20,385 |
Merchandise credit and gift card liabilities | (30,724) | 1,551 |
Income taxes payable | 2,300 | (1,160) |
Operating lease assets and liabilities, net | (52,657) | (16,707) |
Other liabilities | (5,642) | (13,468) |
Net cash used in operating activities | (890,013) | (264,740) |
Cash Flows from Investing Activities: | ||
Purchases of held-to-maturity investment securities | 0 | (29,997) |
Redemption of held-to-maturity investment securities | 0 | 30,000 |
Net proceeds from sale of property | 0 | 5,000 |
Capital expenditures | (322,094) | (232,470) |
Net cash used in investing activities | (322,094) | (227,467) |
Cash Flows from Financing Activities: | ||
Borrowings of long-term debt | 1,225,000 | 0 |
Repayments of long-term debt | (300,000) | (11,355) |
Repayments of finance leases | (1,849) | 0 |
Repurchase of common stock, including fees | (45,927) | (358,923) |
Issuance of common stock and At-the-Market offering, net of offering costs | 118,975 | 0 |
Payment of dividends | (329) | (767) |
Payment of Exchange Offer costs | (7,992) | 0 |
Payment of deferred financing fees | (19,479) | (3,443) |
Net cash provided by (used in) financing activities | 968,399 | (374,488) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,517) | (88) |
Net decrease in cash, cash equivalents and restricted cash | (245,225) | (866,783) |
Cash, cash equivalents and restricted cash: | ||
Beginning of period | 470,884 | 1,407,224 |
End of period | $ 225,659 | $ 540,441 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Nov. 26, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of November 26, 2022 and February 26, 2022 (audited) and the results of its operations, shareholders' (deficit) equity, and comprehensive loss for the three and nine months ended November 26, 2022 and November 27, 2021 and its cash flows for the nine months ended November 26, 2022 and November 27, 2021. 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 U.S. generally accepted accounting principles ("GAAP"). Reference should be made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Form 8-Ks. |
Liquidity and Going Concern
Liquidity and Going Concern | 9 Months Ended |
Nov. 26, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity and Going Concern | LIQUIDITY AND GOING CONCERN The Company’s net cash used in operating activities was $307.6 million and $890.0 million for the three and nine months ended November 26, 2022. Cash, cash equivalents and restricted cash were $225.7 million as of November 26, 2022. On or around January 13, 2023, certain events of default were triggered under the Company’s Credit Facilities (as defined below) as a result of the Company’s failure to prepay an overadvance and satisfy a financial covenant, among other things. As a result of the continuance of such events of default, on January 25, 2023, the administrative agent under the Amended Credit Agreement notified the Company that (i) the principal amount of all outstanding loans under the Credit Facilities, together with accrued interest thereon, the FILO Applicable Premium (as defined in the Amended Credit Agreement) and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Company accrued under the Amended Credit Agreement, are due and payable immediately, (ii) the Company is required, effective immediately, to cash collateralize letter of credit obligations under the Credit Facilities, and (iii) effective as of January 25, 2023, all outstanding loans and obligations under the Credit Facilities shall bear interest at an additional default rate of 2% per annum. As a result of these events of default, the Company classified its outstanding borrowings under its asset-based revolving credit facility (the “ABL Facility) and its FILO Facility as current in the consolidated balance sheet as of November 26, 2022. The Company’s outstanding borrowings under its ABL Facility and FILO Facility were $550.0 million and $375.0 million, respectively, as of November 26, 2022. In addition, the Company had $186.2 million in letters of credit outstanding under its ABL Facility as of November 26, 2022. The Company also had $1.030 billion in senior notes (excluding deferred financing costs) outstanding as of November 26, 2022. For information regarding the Company’s borrowings, see Note 12. At this time, the Company does not have sufficient resources to repay the amounts under the Credit Facilities and this will lead the Company to consider all strategic alternatives, including restructuring its debt under the U.S. Bankruptcy Code. The Company is undertaking a number of actions in order to improve its financial position and stabilize its results of operations including but not limited to, cost cutting, lowering capital expenditures, and reducing its store footprint including related distribution centers. In addition, the Company will continue to seek reductions in rental obligations with landlords in its determination of the appropriate footprint, seek additional debt or equity capital, reduce or delay the Company's business activities and strategic initiatives, or sell assets. These measures may not be successful. The Company's key drivers of cash flows are sales, management of inventory levels, vendor payment terms, and capital expenditures. Macro and micro economic challenges increased since the end of the second quarter of fiscal 2022 causing an acceleration of vendor payment terms and credit line constraints. This led to lower inventory receipts than anticipated in the third quarter of fiscal 2022, resulting in lower than required stock levels ahead of the holiday selling season. Additionally, certain service providers and vendors required prepayments. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Nov. 26, 2022 | |
Revenue Recognition and Deferred Revenue [Abstract] | |
Revenue Recognition | REVENUE RECOGNITION Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales. Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. For the nine months ended November 26, 2022 and November 27, 2021, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $60.7 million and $60.5 million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 26, 2022 and February 27, 2021, respectively. During the second quarter of fiscal 2022, the Company launched its cross-banner customer loyalty program, Welcome Rewards™, which allows members to earn points for each qualifying purchase at its retail banners either online or in its stores. Points earned are then converted to rewards upon reaching certain thresholds. These rewards may then be redeemed on future merchandise purchases at its retail banners. The Company defers a portion of the revenue related to the points earned at the time of the original transaction and revenue is recognized for these performance obligations upon redemption or expiration of points or rewards earned by the customer. As of November 26, 2022, the Company recorded $5.2 million of loyalty program liabilities in accrued expenses and other current liabilities on the consolidated balance sheet. Sales returns are provided for in the period that the related sales are recorded based on historical experience. Although the estimate for sales returns has not varied materially from historical provisions, actual experience could vary from historical experience in the future if the level of sales return activity changes materially. In the future, if the Company concludes that an adjustment is required due to material changes in the returns activity, the liability for estimated returns and the corresponding right of return asset will be adjusted accordingly. As of November 26, 2022 and February 26, 2022, the Company recorded a liability for estimated returns of $15.2 million and $23.6 million, respectively, in accrued expenses and other current liabilities, and the corresponding right of return asset for merchandise of $12.1 million and $14.6 million, respectively, in prepaid expenses and other current assets. The Company sells a wide assortment of domestics merchandise and home furnishings. Domestics merchandise includes categories such as bed linens and related items, bath items and kitchen textiles. Home furnishings include categories such as kitchen and tabletop items, fine tabletop, basic housewares, general home furnishings (including furniture and wall décor), consumables and certain juvenile products. Sales of domestics merchandise and home furnishings accounted for approximately 36.0% and 64.0% of net sales, respectively, for the three months ended November 26, 2022, and approximately 37.6% and 62.4% of net sales, respectively, for the three months ended November 27, 2021. Sales of domestics merchandise and home furnishings accounted for approximately 36.4% and 63.6% of net sales, respectively, for the nine months ended November 26, 2022, and approximately 38.4% and 61.6% of net sales, respectively, for the nine months ended November 27, 2021. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Nov. 26, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows: • 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. The Company’s financial instruments include cash and cash equivalents, investment securities, accounts payable, short-term and long-term debt and certain other liabilities. The book value of the Company's financial instruments, excluding long-term debt, is representative of their fair values. As of November 26, 2022 and February 26, 2022, the fair value of the Company’s senior unsecured notes was approximately $205.3 million and $956.0 million, respectively, which is based on quoted prices in active markets for identical instruments (i.e., Level 1 valuation), compared with the carrying value of approximately $1.030 billion and $1.184 billion for November 26, 2022 and February 26, 2022, respectively. Financial assets utilizing Level 2 inputs included the ABL Facility and FILO Facility. As of November 26, 2022, the carrying amount of the ABL Facility and FILO Facility approximates fair value as interest charged is based on the current market rate and are secured on a first priority basis (subject to customary exceptions) on substantially all assets of the Company and its subsidiaries that are borrowers or guarantors under the ABL Facility and FILO Facility. |
Cash and Cash Equivalents
Cash and Cash Equivalents | 9 Months Ended |
Nov. 26, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash and Cash Equivalents | CASH AND CASH EQUIVALENTS The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. Included in cash and cash equivalents are credit and debit card receivables from banks, which typically settle within five Short-term restricted cash was $57.1 million as of November 26, 2022 and is included in prepaid expenses and other current assets on the consolidated balance sheet. The Company did not have any short-term restricted cash as of February 26, 2022. Long-term restricted cash of $15.1 million and $31.4 million as of November 26, 2022 and February 26, 2022, respectively, is included in other long-term assets on the consolidated balance sheet. |
Investment Securities
Investment Securities | 9 Months Ended |
Nov. 26, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investment Securities | INVESTMENT SECURITIES As of both November 26, 2022 and February 26, 2022, the Company’s long-term available-for-sale investment securities represented approximately $20.3 million par value of auction rate securities, less temporary valuation adjustments of approximately $1.1 million as of both November 26, 2022 and February 26, 2022. Since these valuation adjustments are deemed to be temporary, they are recorded in accumulated other comprehensive loss, net of a related tax benefit, and did not affect the Company’s net earnings. The Company had no short-term available-for-sale investment securities as of both November 26, 2022 and February 26, 2022. |
Impairment of Long-Lived Assets
Impairment of Long-Lived Assets | 9 Months Ended |
Nov. 26, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Impairment of Long-Lived Assets | IMPAIRMENT OF LONG-LIVED ASSETS The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. For the three and nine months ended November 26, 2022, the Company recorded $100.7 million and $180.0 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. For the three and nine months ended November 27, 2021, the Company recorded $1.6 million and $15.6 million, respectively, of non-cash pre-tax impairment charges in impairments in its consolidated statement of operations for certain store-level assets, including leasehold improvements and operating lease assets. Future events or market conditions may further reduce the estimated fair value of these long-lived assets and as a result, the Company may need to adjust the carrying value of these long-lived assets in the period in which the reduction in the estimated fair value occurs and record further impairment charges. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Nov. 26, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | PROPERTY AND EQUIPMENT As of November 26, 2022 and February 26, 2022, included in property and equipment, net is accumulated depreciation of approximately $2.0 billion and $1.8 billion, respectively, of which $1.2 million and $0.2 million, respectively, in accumulated depreciation related to assets held under finance leases. |
Leases
Leases | 9 Months Ended |
Nov. 26, 2022 | |
Leases [Abstract] | |
Leases | LEASES The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five-year renewal options, often at increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated amounts and are immaterial for the three and nine months ended November 26, 2022 and November 27, 2021), scheduled rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges. The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for a series of five-year renewal options, the exercise of which are at the Company's sole discretion. The components of total lease cost for the three and nine months ended November 26, 2022 and November 27, 2021, were as follows: (in thousands) Statement of Operations Location Three Months Ended Nine Months Ended November 26, November 27, November 26, November 27, Operating lease cost Cost of sales and SG&A $ 94,606 $ 105,230 $ 299,735 $ 332,952 Finance lease cost: Depreciation of property SG&A 639 — 1,022 — Interest on lease liabilities Interest expense, net 1,636 — 3,742 — Variable lease cost Cost of sales and SG&A 33,378 40,753 107,135 112,270 Sublease income SG&A (15,744) (9,929) (42,554) (34,735) Total lease cost $ 114,515 $ 136,054 $ 369,080 $ 410,487 As of November 26, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows: (in thousands) Consolidated Balance Sheet Location November 26, February 26, Assets Operating leases Operating lease assets $ 1,321,665 $ 1,562,857 Finance leases Property and equipment, net 63,639 38,790 Total lease assets $ 1,385,304 $ 1,601,647 Liabilities Current: Operating leases Current operating lease liabilities $ 313,368 $ 346,506 Finance leases Accrued expenses and other current liabilities 7,048 2,494 Noncurrent: Operating leases Operating lease liabilities 1,388,484 1,508,002 Finance leases Other liabilities 54,452 35,447 Total lease liabilities $ 1,763,352 $ 1,892,449 As of November 26, 2022, the Company’s lease liabilities mature as follows: (in thousands) Operating Leases Finance Leases Fiscal Year: Remainder of 2022 $ 72,296 $ 2,881 2023 413,473 11,525 2024 364,233 11,525 2025 301,520 11,525 2026 232,768 11,525 2027 184,826 11,525 Thereafter 564,831 48,713 Total lease payments $ 2,133,947 $ 109,219 Less imputed interest (432,095) (47,719) Present value of lease liabilities $ 1,701,852 $ 61,500 The Company’s lease terms and discount rates were as follows: November 26, 2022 February 26, 2022 Weighted-average remaining lease term (in years) Operating leases 6.8 years 7.0 years Finance leases 9.4 years 10.0 years Weighted-average discount rate Operating leases 7.4 % 6.0 % Finance leases 8.3 % 8.4 % Other information with respect to the Company’s leases is as follows: (in thousands) Nine Months Ended November 26, November 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 316,410 $ 340,314 Operating cash flows from finance leases 3,223 — Financing cash flows from finance leases 1,849 — Operating lease assets obtained in exchange for new operating lease liabilities 358,997 293,824 Financing lease assets obtained in exchange for new financing lease liabilities 25,871 — |
Leases | LEASES The Company leases retail stores, distribution facilities, offices and equipment under agreements expiring at various dates through 2041. The leases provide for original lease terms that generally range from 10 to 15 years and most leases provide for a series of five-year renewal options, often at increased rents, the exercise of which is at the Company’s sole discretion. Certain leases provide for contingent rents (which are based upon store sales exceeding stipulated amounts and are immaterial for the three and nine months ended November 26, 2022 and November 27, 2021), scheduled rent increases and renewal options. The Company is obligated under a majority of the leases to pay for taxes, insurance and common area maintenance charges. The Company subleases certain real estate to unrelated third parties, which have all been classified as operating leases. The Company recognizes sublease income on a straight-line basis over the sublease term, which generally ranges from 5 to 10 years. Most sublease arrangements provide for a series of five-year renewal options, the exercise of which are at the Company's sole discretion. The components of total lease cost for the three and nine months ended November 26, 2022 and November 27, 2021, were as follows: (in thousands) Statement of Operations Location Three Months Ended Nine Months Ended November 26, November 27, November 26, November 27, Operating lease cost Cost of sales and SG&A $ 94,606 $ 105,230 $ 299,735 $ 332,952 Finance lease cost: Depreciation of property SG&A 639 — 1,022 — Interest on lease liabilities Interest expense, net 1,636 — 3,742 — Variable lease cost Cost of sales and SG&A 33,378 40,753 107,135 112,270 Sublease income SG&A (15,744) (9,929) (42,554) (34,735) Total lease cost $ 114,515 $ 136,054 $ 369,080 $ 410,487 As of November 26, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows: (in thousands) Consolidated Balance Sheet Location November 26, February 26, Assets Operating leases Operating lease assets $ 1,321,665 $ 1,562,857 Finance leases Property and equipment, net 63,639 38,790 Total lease assets $ 1,385,304 $ 1,601,647 Liabilities Current: Operating leases Current operating lease liabilities $ 313,368 $ 346,506 Finance leases Accrued expenses and other current liabilities 7,048 2,494 Noncurrent: Operating leases Operating lease liabilities 1,388,484 1,508,002 Finance leases Other liabilities 54,452 35,447 Total lease liabilities $ 1,763,352 $ 1,892,449 As of November 26, 2022, the Company’s lease liabilities mature as follows: (in thousands) Operating Leases Finance Leases Fiscal Year: Remainder of 2022 $ 72,296 $ 2,881 2023 413,473 11,525 2024 364,233 11,525 2025 301,520 11,525 2026 232,768 11,525 2027 184,826 11,525 Thereafter 564,831 48,713 Total lease payments $ 2,133,947 $ 109,219 Less imputed interest (432,095) (47,719) Present value of lease liabilities $ 1,701,852 $ 61,500 The Company’s lease terms and discount rates were as follows: November 26, 2022 February 26, 2022 Weighted-average remaining lease term (in years) Operating leases 6.8 years 7.0 years Finance leases 9.4 years 10.0 years Weighted-average discount rate Operating leases 7.4 % 6.0 % Finance leases 8.3 % 8.4 % Other information with respect to the Company’s leases is as follows: (in thousands) Nine Months Ended November 26, November 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 316,410 $ 340,314 Operating cash flows from finance leases 3,223 — Financing cash flows from finance leases 1,849 — Operating lease assets obtained in exchange for new operating lease liabilities 358,997 293,824 Financing lease assets obtained in exchange for new financing lease liabilities 25,871 — |
Income Taxes
Income Taxes | 9 Months Ended |
Nov. 26, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES The effective tax rate for the three and nine months ended November 26, 2022 was (0.7)% and (0.6)%, respectively, compared with (171.3)% and (37.9)%, respectively, for the three and nine months ended November 27, 2021. The effective tax rate for the three and nine months ended November 26, 2022 reflects the impact of a valuation allowance initially recorded in the third quarter of fiscal 2021, discussed below. For the three and nine months ended November 27, 2021, the effective tax rate included the impact of a charge to record a valuation allowance in the fiscal third quarter of $181.5 million, discussed below, as well as a benefit of $2.4 million and $18.6 million, respectively, resulting from an adjustment to the estimated net operating loss incurred in fiscal 2020 which was carried back, under the provisions of the CARES Act, to a year in which the tax rate was 35%. In assessing the recoverability of its deferred tax assets, the Company evaluates the available objective positive and negative evidence to estimate whether it is more likely than not that sufficient future taxable income will be generated to permit the use of existing deferred tax assets in each taxpaying jurisdiction. For any deferred tax asset in excess of the amount for which it is more likely than not that the Company will realize a benefit, the Company establishes a valuation allowance. A valuation allowance is a non-cash charge, and does not limit the Company's ability to utilize its deferred tax assets, including its ability to utilize tax loss and credit carryforward amounts, against future taxable income. During the third quarter of fiscal 2021, the Company concluded that, based on its evaluation of available objective positive and negative evidence, it was no longer more likely than not that its net U.S. federal and state deferred tax assets were recoverable. During the nine months ended November 26, 2022, the Company determined that this conclusion continued to be appropriate. In assessing the realizability of deferred tax assets, the key assumptions used to determine positive and negative evidence included the Company’s cumulative loss before income taxes for the past three years, current trends related to actual taxable earnings or losses, and expected future reversals of existing taxable temporary differences, as well as, timing and the cost of the Company's transformation initiatives and their expected associated benefits. As of February 26, 2022, the total valuation allowance relative to U.S. federal and state deferred tax assets was $224.3 million, and the Company's assertion for the need of a full valuation allowance remains as of November 26, 2022. As of February 26, 2022, the Company recorded a valuation allowance of $25.2 million relative to the Company's Canadian net deferred tax asset as the Company did not believe the deferred tax assets in that jurisdiction were more likely than not to be realized, and the Company's assertion for the need of a full valuation allowance remains as of November 26, 2022. The amount of the deferred tax assets considered realizable, and the associated valuation allowance, could be adjusted in a future period if estimates of future taxable income change or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence, such as projections for future growth. During the three and nine months ended November 26, 2022, the change in the gross amount of unrecognized tax benefits and accrued interest and penalties was not significant. As of November 26, 2022, the Company operated in all 50 states, the District of Columbia, Puerto Rico, Canada and Mexico and files income tax returns in the United States and various state, local and international jurisdictions. The Company is currently under examination by the Internal Revenue Service for the tax year 2017. The Company is open to examination for state, foreign and local jurisdictions with varying statutes of limitations, generally ranging from 3 to 5 years. |
Indefinite-Lived Intangible Ass
Indefinite-Lived Intangible Assets | 9 Months Ended |
Nov. 26, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Indefinite-Lived Intangible Assets | INDEFINITE-LIVED INTANGIBLE ASSETSIncluded in other assets in the accompanying consolidated balance sheets as of November 26, 2022 and February 26, 2022, respectively, are $13.4 million and $16.3 million for indefinite-lived tradenames and trademarks. The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite-lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and nine months ended November 26, 2022, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value. There were no tradename impairment charges recognized during the three months ended November 26, 2022. During the nine months ended November 26, 2022, the Company recognized a non-cash pre-tax tradename impairment charge of $2.9 million in impairments in its consolidated statements of operations. During the three and nine months ended November 27, 2021, the Company recognized non-cash pre-tax tradename impairment charges of $0.2 million and $2.9 million, respectively, in impairments in its consolidated statements of operations. As of November 26, 2022, for the remaining indefinite-lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair value of these indefinite-lived assets did not exceed their carrying values and concluded no such events or circumstances existed which would require an impairment test be performed. Future events or market conditions may further reduce the estimated fair value of these long-lived assets and as a result, the Company may need to adjust the carrying value of these long-lived assets in the period in which the reduction in the estimated fair value occurs and record further impairment charges. |
Long-Term Debt
Long-Term Debt | 9 Months Ended |
Nov. 26, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | LONG-TERM DEBT Senior Unsecured Notes On July 17, 2014, the Company issued $300.0 million aggregate principal amount of 3.749% senior unsecured notes due August 1, 2024 (the “2024 Notes”), $300.0 million aggregate principal amount of 4.915% senior unsecured notes due August 1, 2034 (the “2034 Notes”) and $900.0 million aggregate principal amount of 5.165% senior unsecured notes due August 1, 2044 (the “2044 Notes” and, collectively with the 2024 Notes and the 2034 Notes, the “Existing Notes”). Interest on the Existing Notes is payable semi-annually on February 1 and August 1 of each year. The Existing Notes were issued under an indenture (the "Base Indenture"), as supplemented by a first supplemental indenture (together, with the Base Indenture, the "Indenture"), which contains various restrictive covenants, which are subject to important limitations and exceptions that are described in the Indenture. The Company was in compliance with all covenants related to the Existing Notes as of November 26, 2022. Exchange Offers During the third fiscal quarter of 2022, the Company commenced exchange offers (the "Exchange Offers") with eligible holders for each series of Existing Notes as follows: (i) 2024 Notes for new 3.693% Senior Second Lien Secured Non-Convertible Notes due November 30, 2027 (the “New Second Lien Non-Convertible Notes”) and/or new 8.821% Senior Second Lien Secured Convertible Notes due November 30, 2027 (the “New Second Lien Convertible Notes”); (ii) 2034 Notes for new 12.000% Senior Third Lien Secured Convertible Notes due November 30, 2029 (the “New Third Lien Convertible Notes” and, together with the New Second Lien Non-Convertible Notes and the New Second Lien Convertible Notes, the “New Notes”); and (iii) 2044 Notes for New Third Lien Convertible Notes. In conjunction with the Exchange Offers, the Company solicited consents from holders of each series of Existing Notes (“Consents”) to certain proposed amendments to the indenture governing the Existing Notes to, among other things, (i) eliminate the restrictive covenants in the Existing Notes Indenture concerning (a) the repurchase of Existing Notes in the event of a change in control of the Company, (b) limitations on liens and (c) limitations on sale and leaseback transactions and (ii) increase the percentage of outstanding notes necessary to accelerate payment upon an event of default (the “Proposed Amendments”). In November 2022, the Company completed privately negotiated exchange offers with existing holders of approximately $69.0 million, $15.3 million, and $70.2 million aggregate principal amount of 2024 Notes, 2034 Notes, and 2044 Notes, respectively, under which the Company issued an aggregate of approximately 13.6 million shares of common stock to the existing holders in exchange for the exchange notes, including accrued and unpaid interest, and 0.9 million shares in exchange for a cash payment from an existing holder of $3.5 million. The exchange notes were cancelled and no longer outstanding upon completion of the exchange. In accordance with ASC subtopic 470-60, " Troubled Debt Restructuring by Debtors ," the private exchange was accounted for as a troubled debt restructuring and the Company recorded a net gain on extinguishment of debt of $94.4 million in its consolidated statement of operations for the three months ended November 26, 2022, which included $8.0 million of third-party fees incurred and the write off of unamortized debt financing costs of $0.4 million related to the extinguished notes exchanged for common stock. On January 5, 2023, upon the expiration of the Exchange Offers, the Company announced the termination of the offer and consent solicitations with respect to its Existing Notes, as a result of the conditions applicable thereto not being satisfied. As a result of the termination of the Exchange Offers, none of the Existing Notes that had been tendered in the Exchange Offers were accepted for purchase and no consideration will be paid or become payable to holders of the Existing Notes who have tendered their Existing Notes in the Exchange Offers. During the three and nine months ended November 26, 2022, the Company did not purchase any of its outstanding unsecured notes, excluding the aforementioned private exchanges completed in November 2022. During the nine months ended November 27, 2021, the Company purchased approximately $11.0 million aggregate principal amount of its outstanding 3.749% senior unsecured notes due August 1, 2024. The total consideration paid for the notes accepted for purchase of $11.4 million during the nine months ended November 27, 2021, included accrued and unpaid interest up to, but not including, the early settlement date. The Company recorded a loss on extinguishment of debt of $0.4 million in its consolidated statement of operations for the nine months ended November 27, 2021, i ncluding the write off of unamortized debt financing costs related to the extinguished portion of the notes accepted for purchase and reacquisition costs. The Company did not purchase any of its outstanding unsecured notes during the three months ended November 27, 2021. As of November 26, 2022 and February 26, 2022, unamortized deferred financing costs associated with the Company ’s Existing Notes were $3.9 million and $4.6 million, respectively, and are included in long-term debt in the Company's consolidated balance sheets. Asset-Based Credit Agreement In the second quarter of fiscal 2021, the Company amended its asset-based credit agreement (the “Credit Agreement”) among the Company, certain of the Company’s U.S. and Canadian subsidiaries party thereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (in such capacity, the “Agent”), and the lenders party thereto. The Credit Agreement provides for an asset-based revolving credit facility (the “ABL Facility”) with aggregate revolving commitments established at closing of $1.0 billion, including a swingline subfacility and a letter of credit subfacility. The Credit Agreement has an uncommitted expansion feature which allows the borrowers to request, at any time following the delivery of an initial field exam and appraisal, an increase in aggregate revolving commitments under the ABL Facility or elect to enter into a first-in-last-out loan facility ("FILO Facility"), collectively, in an aggregate amount of up to $375.0 million, subject to certain customary conditions. On August 31, 2022, the Company entered into an amendment (the "Amendment") to the Credit Agreement, dated as of August 9, 2021 (as amended by the Amendment, the “Amended Credit Agreement”), for more than $500.0 million of new additional financing commitments, including its newly expanded $1.130 billion ABL Facility, which provides for an increase of $130.0 million in aggregate revolving commitments for the time periods set forth in the Amendment, and a new $375.0 million FILO Facility (together with the ABL Facility, the "Credit Facilities"), with JPMorgan Chase Bank, N.A., as administrative agent and Sixth Street Specialty Lending, Inc., as agent and lender for the FILO Facility. The ABL Facility and FILO Facility mature on August 9, 2026 and August 31, 2027, respectively, unless required to mature earlier pursuant to the terms of the Amendment. The Credit Facilities are secured on a first priority basis (subject to customary exceptions) on substantially all assets of the Company and its subsidiaries that are borrowers or guarantors under the Credit Facilities. Amounts available to be drawn from time to time under the ABL Facility (including, in part, in the form of letters of credit) are equal to the lesser of (i) outstanding revolving commitments under the Amended Credit Agreement and (ii) a borrowing base equal to the sum of (a) 90% of eligible credit card receivables plus (b) 90% of eligible inventory (excluding eligible foreign in-transit inventory), valued at the lower of cost or market value, determined on a weighted average cost basis, minus (c) customary reserves, minus (d) FILO deficiency reserves. The term loans under the FILO Facility are subject to a borrowing base equal to the sum of (a) 15% of eligible credit card receivables, plus (b)(i) 15% of eligible inventory, plus (ii) 100% of eligible foreign in-transit inventory, plus (iii) 15% of eligible domestic in-transit inventory, in each case, valued at the lower of cost or market value, determined on a weighted average cost basis, plus (c) the lesser of (i) 68% of eligible intellectual property, which shall be reduced by 2.5% each fiscal quarter commencing with the fiscal quarter ending on or about February 25, 2023 and (ii) $115.0 million which shall be reduced by (A) approximately $4.7 million each fiscal quarter commencing with the fiscal quarter ending on or about February 25, 2023 and (B) $75.0 million upon the consummation of certain dispositions. Subject to customary exceptions and restrictions, the Company may voluntarily repay outstanding amounts under the ABL Facility at any time without premium or penalty, and may voluntarily repay outstanding amounts under the FILO Facility after the ABL Facility is paid in full. Any voluntary prepayments made will not reduce commitments under the ABL Facility. If at any time the outstanding amount under the ABL Facility exceeds the lesser of (i) the aggregate revolving commitments and (ii) the borrowing base under the ABL Facility, the Company will be required to prepay outstanding amounts or cash collateralize letter of credit obligations under the ABL Facility. The term loans under the FILO Facility are non-callable for a period of 18 months following the funding date, subject to a customary make-whole premium (using a discount rate set at the treasury rate plus $0.50% per annum). Following such date, prepayments of the FILO Facility are subject to a prepayment premium equal to (i) $2.00% of the principal amount of such prepayment if made between 18 months and 30 months following the funding date, (ii) $1.00% of the principal amount of such prepayment if made between 30 months and 36 months following the funding date, and (iii) $0% after such date. Further, certain dispositions of assets, are subject to modified prepayment premiums and/or mandatory paydown requirements. If at any time the outstanding amount under the FILO Facility exceeds the borrowing base under the FILO Facility, the Company will be required to prepay term loans in an amount equal to such excess under the FILO Facility. The Amendment replaced the London Inter-Bank Offered (“LIBO”) Rate as the interest rate benchmark under the Credit Agreement with the forward-looking term rate based on the Secured Overnight Financing Rate (“SOFR”). Outstanding amounts under the Amended Credit Agreement bear interest at a rate per annum equal to, at the applicable borrower’s election: (i) in the case of loans denominated in U.S. dollars, SOFR and an alternate base rate and (ii) in the case of loans denominated in Canadian dollars, the Canadian Prime Rate and Canadian Dollar Offered Rate ("CDOR"), in each case as set forth in the Amended Credit Agreement, plus (A) with respect to the ABL Facility, an interest rate margin based on average quarterly availability ranging from (x) in the case of SOFR loans and CDOR loans, 1.25% to 1.75%; provided that if SOFR or the CDOR is less than 0.00%, such rate shall be deemed to be 0.00%, as applicable, and (y) in the case of alternate base rate loans and Canadian Prime Rate Loans, 0.25% to 0.75%; provided that if the alternate base rate or Canadian Prime Rate is less than 1.00%, such rate shall be deemed to be 1.00%, as applicable, and (B) with respect to the FILO Facility, an interest rate margin equal to (x) in the case of SOFR loans, 7.75%; provided that if SOFR is less than 1.00%, such rate shall be deemed to be 1.00%, and (y) in the case of alternate base rate loans, 6.75%; provided that if the alternate base rate is less than 2.00%, such rate shall be deemed to be 2.00%. The revolving loans under the ABL Facility may be borrowed, prepaid and reborrowed until the maturity date under the ABL Facility. The term loans under the FILO Facility amortize at 5.00% per annum payable in equal quarterly installments of 1.25% per annum, commencing with the fiscal quarter ending on or about February 25, 2023. As of November 26, 2022, the Company had $550.0 million of borrowings outstanding under the ABL Facility, at a weighted average interest rate of 5.66%, and $186.2 million of outstanding letters of credit had been issued under the ABL Facility. As of November 26, 2022, the Company had $375.0 million of outstanding borrowings under the FILO Facility at an interest rate of 10.87%. The Company's borrowing under the Credit Facilities have been and may be used for working capital, including inventory purposes, and other general corporate purposes. The Amended Credit Agreement contains customary representations and warranties, events of default and financial, affirmative and negative covenants for facilities of this type, including but not limited to a springing financial covenant relating to a fixed charge coverage ratio, and restrictions on indebtedness, liens, investments and acquisitions, asset dispositions, restricted payments and prepayment of certain indebtedness. The Company was in compliance with all covenants related to the Amended Credit Agreement as of November 26, 2022. On or around January 13, 2023, certain events of default were triggered under the Company’s Credit Facilities as a result of the Company’s failure to prepay an overadvance and satisfy a financial covenant, among other things. As a result of the continuance of such events of default, on January 25, 2023, the administrative agent under the Amended Credit Agreement notified the Company that (i) the principal amount of all outstanding loans under the Credit Facilities, together with accrued interest thereon, the FILO Applicable Premium and all fees (including, for the avoidance of doubt, any break funding payments) and other obligations of the Company accrued under the Amended Credit Agreement, are due and payable immediately, (ii) the Company is required, effective immediately, to cash collateralize letter of credit obligations under the Credit Facilities, and (iii) effective as of January 25, 2023, all outstanding loans and obligations under the Credit Facilities shall bear interest at an additional default rate of 2% per annum. As a result of the foregoing, the Company has reflected the amounts outstanding on the Credit Facilities as current on the consolidated balance sheet as of November 26, 2022. As of November 26, 2022 and February 26, 2022, deferred financing costs associated with the Company's ABL Facility were $7.8 million and $7.4 million, respectively, and were recorded in other assets in the Company's consolidated balance sheets. As of November 26, 2022, deferred financing costs associated with the Company's FILO Facility were $15.7 million and are included in current portion of long-term debt in the Company's consolidated balance sheets. The Company amortizes deferred financing costs for the Existing Notes and the Credit Facilities over their respective terms and such amortization is included in interest expense, net in the consolidated statements of operations. Interest expense related to the Existing Notes and the Credit Facilities, including the commitment fee and the amortization of deferred financing costs, was approxim ately $32.9 million and $16.1 million for the three months ended November 26, 2022 and November 27, 2021, respectively and $66.9 million and $49.0 million for the nine months ended November 26, 2022 and November 27, 2021, respectively. |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity | 9 Months Ended |
Nov. 26, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' (Deficit) Equity | SHAREHOLDERS' (DEFICIT) EQUITY The Company has authorization to make repurchases of shares of the Company’s common stock from time to time in the open market or through other parameters approved by the Board of Directors pursuant to existing rules and regulations. Between December 2004 and April 2021, the Company’s Board of Directors authorized, through several share repurchase programs, the repurchase of up to $12.950 billion of the Company’s shares of common stock. The Company also acquires shares of its common stock to cover employee related taxes withheld on vested restricted stock, restricted stock units and performance stock unit awards. Since the initial authorization in December 2004, the aggregate total of common stock repurchased is approximately 265.0 million shares for a total cost of approximately $11.731 billion. The Company had approximately $1.221 billion remaining of authorized share repurchases as of November 26, 2022. Decisions regarding share repurchases are within the discretion of the Board of Directors, and are influenced by a number of factors, including the price of the Company's common stock, general business and economic conditions, the Company's financial condition and operating results, the emergence of alternative investment or acquisition opportunities, changes in business strategy and other factors. The Company's share repurchase program could change, and could be influenced by several factors, including business and market conditions, such as the impact of the COVID-19 pandemic. The Company reviews its alternatives with respect to its capital structure on an ongoing basis. Any future share repurchases will be subject to the determination of the Board of Directors, based on an evaluation of the Company's earnings, financial condition and requirements, business conditions and other factors, including the restrictions on share repurchases under the ABL Facility (see “Long-Term Debt,” Note 12). In connection with its share repurchase program, during the nine months ended November 26, 2022, the Company repurchased approximately 2.3 million shares of its common stock at a total cost of approximately $40.4 million, including fees. There were no share repurchases during the three months ended November 26, 2022 as the share repurchase program was completed in the first quarter of fiscal 2022. During the three and nine months ended November 27, 2021, the Company repurchased approximately 5.1 million and 13.4 million shares, respectively, of its common stock, at a total cost of approximately $113.4 million and $344.6 million, respectively, including fees. Additionally, during the nine months ended November 26, 2022, the Company repurchased approximately 0.6 million shares of its common stock, with 0.3 million shares repurchased during the three months ended November 26, 2022, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $2.7 million and $5.5 million, respectively, for the three and nine months ended November 26, 2022. During the three and nine months ended November 27, 2021, the Company repurchased approximately 0.2 million and 0.6 million shares, respectively, of its common stock, to cover employee related taxes withheld on vested restricted stock, restricted stock unit awards and performance stock unit awards, at a total cost of approximately $5.5 million and $14.3 million, respectively. In January 2021, the Company entered into an accelerated share repurchase agreement to repurchase an aggregate $150.0 million of its common stock, subject to market conditions. This resulted in the repurchase of 5.0 million shares in the fourth quarter of fiscal 2020, and an additional 0.2 million shares received upon final settlement in the first quarter of fiscal 2021. On August 31, 2022, the Company established an at the market equity distribution program (the "ATM Program") by entering into an Open Market Sale Agreement SM with Jefferies LLC, acting as sales agent for the Company, pursuant to which the Company may issue and sell, from time to time, shares of its common stock, par value $0.01 per share, in any method permitted by law deemed to be an "at the market offering" as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Pursuant to the prospectus supplement dated August 31,2022, the Company offered and sold 12 million shares of common stock for net proceeds of $72.2 million. On October 28, 2022, the Company filed a prospectus supplement to register additional shares of its common stock, par value $0.01 per share, to offer and sell under its ATM Program at an aggregate sales price of up to $150.0 million. The potential net proceeds, after commissions and offering costs, from the ATM Program were expected to be used for a number of general corporate purposes, which included immediate strategic priorities such as rebalancing the Company's assortment and inventory, and the repayment, refinancing, redemption or repurchase of existing indebtedness. During both the three and nine months ended November 26, 2022, the Company has sold approximately 22.2 million shares for approximately $115.4 million of net proceeds under the ATM Program. Shares having an aggregate offering price of $105.6 million remained unsold under the ATM program as of the end of fiscal December 2022. During fiscal 2016, the Company’s Board of Directors authorized a quarterly dividend program. In March 2020, the Company suspended its future quarterly declarations of cash dividends as a result of the COVID-19 pandemic. During the three and nine months ended November 26, 2022 total cash dividends of less than $0.1 million and $0.3 million (consisting of dividends paid on unvested shares), respectively, were paid. During the three and nine months ended November 27, 2021, total cash dividends of $0.1 million and $0.8 million (consisting of dividends paid on restricted shares that vested in fiscal 2021), respectively, were paid. Any future quarterly cash dividend payments on its common stock will be subject to the determination by the Board of Directors, based on evaluation of the Company’s earnings, financial condition and requirements, business conditions and other factors, including the restrictions on the payment of dividends contained in the Amended Credit Agreement (see “Long-Term Debt,” Note 12). Cash dividends, if any, are accrued as a liability on the Company’s consolidated balance sheets and recorded as a decrease to retained earnings when declared. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Nov. 26, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | STOCK-BASED COMPENSATION The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards, restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company’s restricted stock awards are considered nonvested share awards. In May of 2022, the Company determined that the RSU awards issued under its incentive compensation plans in May of 2022 would be settled in cash, rather than in equity. As a result, the awards issued in May of 2022 will be accounted for as a liability and measured at their fair value through their respective vesting periods. Awards issued in the form of PSUs in May of 2022 will continue to be settled in Company stock and will be considered nonvested share awards. Stock-based compensation expense and capitalized stock-based compensation cost for the three and nine months ended November 26, 2022 and November 27, 2021 were as follows: Three Months Ended Nine Months Ended (in thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021 Stock-based compensation expense: Equity-classified share-settled awards $ 2,313.3 $ 8,878.5 $ 18,746.9 $ 26,874.8 Liability-classified cash-settled awards (692.9) — 1,292.7 — Total stock-based compensation expense $ 1,620.4 $ 8,878.5 $ 20,039.6 $ 26,874.8 Capitalized stock-based compensation cost: Equity-classified share-settled awards $ 189.4 $ 195.7 $ 764.6 $ 783.9 Liability-classified cash-settled awards (74.8) — 48.6 — Total capitalized stock-based compensation cost $ 114.6 $ 195.7 $ 813.2 $ 783.9 Incentive Compensation Plans The Company may grant awards under the Bed Bath & Beyond 2018 Incentive Compensation Plan (the “2018 Plan”) and the Bed Bath & Beyond 2012 Incentive Compensation Plan (the "2012 Plan"). The 2018 Plan includes an aggregate of 4.6 million shares of common stock authorized for issuance of awards permitted under the 2018 Plan, including stock options, stock appreciation rights, restricted stock awards, performance awards and other stock-based awards. The 2018 Plan supplements the 2012 Plan, which amended and restated the Bed Bath & Beyond 2004 Incentive Compensation Plan (the “2004 Plan”). The 2012 Plan includes an aggregate of 43.2 million common shares authorized for issuance of awards permitted under the 2012 Plan (similar to the 2018 Plan). Outstanding awards that were covered by the 2004 Plan continue to be in effect under the 2012 Plan. The terms of the 2012 Plan and the 2018 Plan are substantially similar and enable the Company to offer incentive compensation through stock options (whether nonqualified stock options or incentive stock options), restricted stock awards, stock appreciation rights, performance awards and other stock-based awards, and cash-based awards. Grants are determined by the People, Culture, and Compensation Committee of the Board of Directors of the Company for those awards granted to executive officers and by the Board of Directors of the Company for awards granted to non-employee directors. Restricted stock awards generally become vested in five to seven equal annual installments beginning one The Company generally issues new shares for restricted stock awards and vesting of restricted stock units settled in Company shares, as well as for vesting of performance stock units. The 2018 Plan expires in May 2028. The 2012 Plan expired in May 2022. As described in further detail below, in fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. The inducement awards were made in accordance with Nasdaq Listing Rule 5635(c)(4) and were not made under the 2012 Plan or the 2018 Plan. Restricted Stock Awards Restricted stock awards are issued and measured at fair market value on the date of grant and generally become vested in five to seven equal annual installments beginning one Changes in the Company’s restricted stock awards for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Restricted Weighted Average Unvested restricted stock awards, beginning of period 472 $ 32.38 Granted 392 4.90 Vested (165) 38.73 Forfeited (128) 28.21 Unvested restricted stock awards, end of period 571 $ 12.61 Restricted Stock Units ("RSUs") RSUs are issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. RSUs are converted into shares of common stock upon vesting. RSUs granted in May of 2022 will be settled in cash, rather than in equity, upon vesting. As of November 26, 2022, unrecognized compensation expense related to the unvested portion of the Company’s share-settled RSUs was $8.9 million, which is expected to be recognized over a weighted average period of 1.5 years. As of November 26, 2022, unrecognized compensation expense related to the unvested portion of the Company’s cash-settled RSUs was $3.8 million, which is expected to be recognized over a weighted average period of 2.2 years. Changes in the Company’s RSUs for the nine months ended November 26, 2022 were as follows: Share-Settled Cash-Settled (Shares in thousands) Number of Restricted Weighted Average Number of Restricted Weighted Average Unvested restricted stock units, beginning of period 2,600 $ 17.07 57 $ 23.44 Granted 117 11.79 2,272 8.93 Vested (1,361) 15.10 (114) 9.82 Forfeited (660) 18.64 (741) 10.28 Unvested restricted stock units, end of period 696 $ 18.55 1,474 $ 8.75 The liability for the cash-settled RSUs was approximately $0.9 million as of November 26, 2022, and is included in accrued expenses and other current liabilities on the consolidated balance sheet. During the three and nine months ended November 26, 2022, the Company paid $0.6 million for cash-settled RSUs. Performance Stock Units ("PSUs") PSUs are issued and measured at fair market value on the date of grant using the following performance periods and performance metrics. The performance metrics generally include one or more of Earnings Before Interest and Taxes ("EBIT"), Total Shareholder Return ("TSR") or Gross Margin Percentage ("GM") compared with the Company's peer groups as determined by the People, Culture and Compensation Committee of the Company's Board of Directors. Fiscal Year Performance Period Performance Metrics Target Achievement Range (%) 2020 3 years TSR 0% - 150% 2021 3 years TSR and GM 0% - 200% 2022 3 years TSR and GM 0% - 200% For the PSUs granted in fiscal 2019, the three-year performance-based tests based on a combination of EBIT margin and TSR were not met in the first quarter of fiscal 2022 and therefore, there was no payment of these awards following vesting. Vesting of PSUs awarded to certain of the Company’s executives is dependent on the Company’s achievement of a performance-based test from the date of grant, during the performance period and, assuming achievement of the performance-based test, vest at the end of the performance period noted above, subject, in general, to the executive remaining in the Company’s service on specified vesting dates. PSUs are converted into shares of common stock upon payment following vesting. Upon grant of the PSUs, the Company recognizes compensation expense related to these awards based on the Company’s estimate of the percentage of the award that will be achieved. The Company evaluates the estimate on these awards on a quarterly basis and adjusts compensation expense related to these awards, as appropriate. As of November 26, 2022, there was $5.6 million of unrecognized compensation expense associated with these awards, which is expected to be recognized over a weighted average period of 2.1 years. The fair value of the PSUs granted in fiscal 2022 and 2021, for which performance during the three-year period will be based on a relative three-year goal metric relative to a peer group as indicated above, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following table. Nine Months Ended Monte Carlo Simulation Assumptions November 26, 2022 November 27, 2021 Risk Free Interest Rate 2.81 % 0.29 % Expected Dividend Yield — % — % Expected Volatility 54.02 % 52.21 % Expected Term 3 years 3 years Changes in the Company’s PSUs for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Performance Weighted Average Unvested performance stock units, beginning of period 1,298 $ 19.55 Granted 1,096 11.31 Vested (640) 15.49 Forfeited or performance condition adjustments (1,009) 15.43 Unvested performance stock units, end of period 745 $ 16.50 Inducement Awards In fiscal 2020 and 2019, the Company granted stock-based awards to certain of the Company’s new executive officers as inducements material to their commencement of employment and entry into an employment agreement with the Company. These inducement awards were approved by the People, Culture and Compensation Committee of the Board of Directors of the Company and did not require shareholder approval in accordance with Nasdaq Listing Rule 5635(c)(4). The Company did not grant any such awards during nine months ended November 26, 2022. RSUs granted as inducement awards a re issued and measured at fair market value on the date of grant and generally become vested in one to three equal annual installments beginning one year from the date of grant, subject, in general, to the recipient remaining in the Company’s service on specified vesting dates. Inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan. Changes in the RSUs granted as inducement awards for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Restricted Weighted Average Unvested restricted stock units, beginning of period 437 $ 6.10 Granted — — Vested (437) 6.09 Forfeited — — Unvested restricted stock units, end of period — $ — On November 4, 2019, in connection with the appointment of the Company’s former President and Chief Executive Officer, the Company also granted inducement awards consisting of 273,735 PSU awards, which are not included above. The PSUs vested over two years, based on performance goals requiring the former President and CEO to prepare and deliver to the Board of Directors key objectives and goals for the Company and the strategies and initiatives for the achievement of such objectives and goals, and the former President and CEO's provision of updates to the Board of Directors regarding achievement of such goals and objectives. Vesting of the PSUs was also subject, in general, to the former President and CEO remaining in the Company’s service through the vesting date of November 4, 2021. On November 2, 2021, the People, Culture and Compensation Committee of the Board of Directors determined that the performance goals established for the awards had been met, and the awards vested in full. Other than with respect to the vesting terms described above for the inducement awards to the Company's former President and Chief Executive Officer, inducement awards are generally subject to substantially the same terms and conditions as awards that are made under the 2018 Plan. As of November 26, 2022, unrecognized compensation expense related to the unvested portion of the Company's inducement awards was $0.1 million and is expected to be recognized over a weighted average period of 0.4 years. Each inducement award recipient must hold at least fifty percent (50%) of the after-tax shares of common stock received pursuant to the inducement awards until they have satisfied the terms of the Company’s stock ownership guidelines. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Nov. 26, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Share | EARNINGS PER SHARE The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method. Stock-based awards for the three and nine months ended November 26, 2022 of approximately 1.6 million and 2.0 million shares, respectively, and for the three and nine months ended November 27, 2021 of approximately 2.9 million and 2.9 million shares, respectively, were excluded from the computation of diluted earnings per share as the effect would be anti-dilutive. |
Supplemental Cash Flow Informat
Supplemental Cash Flow Information | 9 Months Ended |
Nov. 26, 2022 | |
Supplemental Cash Flow Information [Abstract] | |
Supplemental Cash Flow Information | SUPPLEMENTAL CASH FLOW INFORMATION The Company paid income taxes of $4.3 million and $4.0 million in the first nine months of fiscal 2022 and 2021, respectively. In addition, the Company made interest payments of approximately $40.1 million and $34.5 million in the first nine months of fiscal 2022 and 2021, respectively. In the first nine months of fiscal 2022, the Company acquired property, plant and equipment of approximately $25.9 million under finance lease arrangements. The Company recorded an accrual for capital expenditures of $39.1 million as of November 27, 2021. There was no accrual for capital expenditures as of November 26, 2022. The Company's accrual for dividends payable was $0.3 million and $0.9 million as of November 26, 2022 and November 27, 2021, respectively. |
Restructuring and Transformatio
Restructuring and Transformation Initiative Expenses | 9 Months Ended |
Nov. 26, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Transformation Initiative Expenses | RESTRUCTURING AND TRANSFORMATION INITIATIVE EXPENSES As of November 26, 2022 and February 26, 2022, the remaining accrual for severance and related costs related to these various initiatives was $32.9 million and $15.0 million , respectively . Fiscal 2022 Restructuring and Transformation Initiative Expenses The Company recorded $54.1 million and $131.4 million in its consolidated statements of operations for the three and nine months ended November 26, 2022, respectively, for costs associated with restructuring and other transformation initiatives, of which approximately $8.6 million and $7.4 million is included in cost of sales for the three and nine months ended November 26, 2022, respectively. In addition, for the three and nine months ended November 26, 2022, approximately $45.5 million and $123.8 million, respectively, was recorded in restructuring and transformation initiative expenses in the consolidated statements of operations, which included approximately $7.9 million and $42.9 million, respectively, of severance costs related to workforce reduction, store closures and leadership changes. The Company also recorded approximately $11.5 million and $18.3 million, respectively, for lease related and other costs, including in connection with store closures, and approximately $26.1 million and $62.6 million, respectively, of costs for other transformation initiatives for the three and nine months ended November 26, 2022. As part of the Company's ongoing business transformation, on August 31, 2022, the Company announced the planned closure of approximately 150 lower-producing Bed Bath & Beyond banner stores as part of its real estate and store fleet optimization. During the three months ended November 26, 2022, the Company closed 6 Bed Bath & Beyond stores and recorded $3.9 million of severance costs and $1.4 million of lease-related and other costs associated with planned store closures for which the store closing process has commenced, in restructuring and transformation initiative expenses in the consolidated statements of operations and included above. The Company also recorded $8.6 million within cost of sales, as discussed above, related to the store closures. At this point, the Company is unable to reasonably estimate the amount or range of amounts expected to be incurred for future store closures in connection with these restructuring activities, both with respect to each major type of cost associated therewith and with respect to the total cost or estimated range of total cost. Fiscal 2021 Restructuring and Transformation Initiative Expenses The Company recorded $47.3 million and $226.5 million in its consolidated statements of operations for the three and nine months ended November 27, 2021, respectively, for costs associated with restructuring and other transformation initiatives, of which approximately $6.1 million and $127.1 million, respectively, is included in cost of sales and was related to the Company’s initiatives to introduce certain new Owned Brand merchandise. In connection with the launch of certain Owned Brands, the Company recorded this cost of sales adjustment to reduce inventory that will be removed from the product assortment as part of these introductions to its estimated realizable value. In addition to this charge, approximately $41.2 million and $99.4 million, respectively, is included in restructuring and transformation initiative expenses in the consolidated statements of operations and related to the following: • Store Closures . During the three and nine months ended November 27, 2021 , the Company closed 5 and 26 Bed Bath & Beyond stores, respectively, as part of its store network optimization program and included the closure of 207 mostly Bed Bath & Beyond through the end of fiscal 2021 (including the 144 stores closed in fiscal 2020). For the three and nine months ended November 27, 2021 , the Company recorded costs associated with planned store closures for which the store closing process has commenced of approximately $6.9 million and $28.3 million, respectively, consisting of lease-related and other costs. • Other transformation initiatives . $34.3 million and $71.1 million, respectively, related to costs recorded in connection with termination of facility leases and costs associated with other transformation initiatives, including technology transformation and business strategy and operating model transformation programs across core functions including merchandising, supply chain and finance. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Nov. 26, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES A putative securities class action was filed on April 14, 2020 against the Company and three of its officers and/or directors (Mark Tritton (the Company's former President and Chief Executive Officer), Mary Winston (the Company’s former Interim Chief Executive Officer) and Robyn D’Elia (the Company’s former Chief Financial Officer and Treasurer)) in the United States District Court for the District of New Jersey (the "New Jersey federal court"). The case, which is captioned Vitiello v. Bed Bath & Beyond Inc., et al. , Case No. 2:20-cv-04240-MCA-MAH, asserts claims under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act") on behalf of a putative class of purchasers of the Company’s securities from October 2, 2019 through February 11, 2020. The Complaint alleges that certain of the Company’s disclosures about financial performance and certain other public statements during the putative class period were materially false or misleading. A similar putative securities class action, asserting the same claims on behalf of the same putative class against the same defendants, was filed on April 30, 2020. That case, captioned Kirkland v. Bed Bath & Beyond Inc., et al. , Case No. 1:20-cv-05339-MCA-MAH, is also pending in the United States District Court for the District of New Jersey. On August 14, 2020, the court consolidated the two cases and appointed Kavin Bakhda as lead plaintiff pursuant to the Private Securities Litigation Reform Act of 1995 (as consolidated, the "Securities Class Action"). Lead plaintiff and additional named plaintiff Richard Lipka filed an Amended Class Action Complaint on October 20, 2020, on behalf of a putative class of purchasers of the Company’s securities from September 4, 2019 through February 11, 2020. Defendants moved to dismiss the Amended Complaint on December 21, 2020. After a mediation held in August 2021, a settlement in principle was reached between the Company and lead plaintiff in the Securities Class Action. The settlement has been executed and was preliminarily approved by the New Jersey Federal Court in February 2022. The court granted final approval to the settlement and dismissed the Securities Class Action on June 2, 2022. The Company had previously recorded a liability for the Securities Class Action, based on the agreed settlement amount and insurance coverage available and this amount was paid by the insurance company in the second fiscal quarter of 2022. On July 10, 2020, the first of three related shareholder derivative actions was filed in the New Jersey federal court on behalf of the Company against various present and former directors and officers. The case, which is captioned Salu v. Tritton, et al. , Case No. 2:20-cv-08673-MCA-MAH (D.N.J.), asserts claims under §§ 10(b) and 20(a) of the Exchange Act and for breach of fiduciary duty, unjust enrichment, and waste of corporate assets under state law arising from the events underlying the securities class actions described above and from the Company’s repurchases of its own shares during the class period pled in the securities cases. The two other derivative actions, which assert similar claims, are captioned Grooms v. Tritton, et al. , Case No. 2:20-cv-09610-SDW-RDW (D.N.J.) (filed July 29, 2020), and Mantia v. Fleming, et al. , Case No. 2:20-cv-09763-MCA-MAH (D.N.J.) (filed July 31, 2020). On August 5, 2020, the court signed a stipulation by the parties in the Salu case to stay that action pending disposition of a motion to dismiss in the Securities Class Action, subject to various terms outlined in the stipulation. The parties in all three derivative cases have moved to consolidate them and to apply the Salu stay of proceedings to all three actions. The court granted the motion on October 14, 2020, but the stay was subsequently lifted. On January 4, 2022, the defendants filed a motion to dismiss this case. On August 28, 2020, another related shareholder derivative action, captioned Schneider v. Tritton , et al., Index No 516051/2020, was filed in the Supreme Court of the State of New York, County of Kings. The claims pled in the Schneider case are similar to those pled in the three federal derivative cases, except that the Schneider complaint does not plead claims under the Exchange Act. On September 21, 2020, the parties filed a stipulation seeking to stay that action pending disposition of a motion to dismiss in the securities class action, subject to various terms and conditions. On June 11, 2021, an additional related derivative action was filed on behalf of the Company against certain present and former directors and officers. This Complaint is entitled Michael Anthony v Mark Tritton et. al. , Index No. 514167/2021 and was filed in the Supreme Court of the State of New York, Kings County. The claims are substantially the same as in the other two derivative actions. On October 26, 2021, the court consolidated the Schneider and Anthony actions, and the plaintiffs subsequently filed a consolidated complaint. On January 10, 2022, the defendants filed a motion to dismiss this case. The derivative cases were not included in the August 2021 settlement referred to above, but after mediation, a settlement in principle was reached in the first quarter of fiscal 2022. The settlement has been executed and was preliminarily approved by the New York State Court in June 2022. The court granted final approval to the settlement on September 21, 2022 and the settlement amount has been paid by the Company’s insurer. The District Attorney's office for the County of Ventura, together with District Attorneys for other counties in California (together, the "District Attorneys"), recently concluded an investigation regarding the management and disposal at the Company’s stores in California of certain materials that may be deemed hazardous or universal waste under California law. On March 19, 2019, the District Attorneys provided the Company with a settlement demand that included a proposed civil penalty, reimbursement of investigation costs, and certain injunctive relief, including modifications to the Company’s existing compliance program, which already includes associate training, ongoing review of disposal rules applicable to various product categories, and specialized third-party disposal. During fiscal 2020, the Company and the District Attorneys agreed to final terms on a settlement payment of approximately $1.5 million to resolve the matter. The Company has also agreed to spend $171,000 over the next 36 months on refinements to its compliance program. The Company and District Attorneys executed a Stipulated Judgment to this effect, which was recently filed with the court. As of February 29, 2020, the Company had recorded an accrual for the estimated probable loss for this matter, and the Company made the related settlement payment during the fourth quarter of fiscal 2020. On April 21, 2019, Warren Eisenberg and Leonard Feinstein transitioned to the role of Co-Founders and Co-Chairmen Emeriti of the Board of Directors of the Company. As a result of this transition, Mr. Eisenberg and Mr. Feinstein ceased to be officers of the Company effective as of April 21, 2019, and became entitled to the payments and benefits provided under their employment agreements that apply in the case of a termination without cause, which generally include continued senior status payments until May 2027 and continued participation for the Co-Founders (and their spouses, if applicable) at the Company’s expense in employee plans and programs. In addition, the Co-Founders remain entitled to supplemental pension payments specified in their employment agreements of $200,000 per year (as adjusted for a cost of living increase), until the death of the survivor of the applicable Co-Founder and his spouse, reduced by the continued senior status payments referenced above. Pursuant to their respective restricted stock and performance stock unit agreements, shares of restricted stock and performance-based stock units granted to Messrs. Eisenberg and Feinstein vested upon their resignation as members of the Board of Directors effective May 1, 2019, subject, however, to attainment of any applicable performance goals and the certification of the applicable performance-based tests by the People, Culture and Compensation Committee, as provided under their award agreements. The Company’s former Chief Executive Officer (the "Former CEO") departed the Company effective as of May 12, 2019. In accordance with the terms of the Former CEO's employment and equity award agreements, the Former CEO was entitled to three times his then-current salary, payable over three years in normal payroll installments, except that any amount due prior to the six months after his departure, was paid in a lump sum after such six-month period. Such amounts will be reduced by any compensation earned with any subsequent employer or otherwise and will be subject to the Former CEO's compliance with a one-year non-competition and non-solicitation covenant. On October 21, 2019, the Former CEO entered into an agreement (the "Former CEO PSU Settlement Agreement") with the Company to reduce the PSUs held by him by an excess amount of outstanding PSUs granted to the Former CEO in the Company’s 2018 fiscal year as a result of the use of the fiscal 2017 peer group in lieu of the fiscal 2018 peer group. Further, as a result of this departure, the time-vesting component of the Former CEO's stock-based awards accelerated, including (i) stock options (which were "underwater" and expired without having been exercised by the Former CEO), (ii) PSU awards which had previously met the related performance-based test, had been certified by the People, Culture and Compensation Committee, and remained subject solely to time-vesting, and (iii) PSU awards (assuming target level of performance) which remain subject to attainment of any performance goals and the certification of the applicable performance-based tests by the People, Culture and Compensation Committee, as provided under his award agreements and subject to the terms of the Former CEO PSU Settlement Agreement. In addition, the Company maintains employment agreements with other executives which provide for severance pay. In connection with the sale of PersonalizationMall.com ("PMall"), the Company agreed to indemnify 1-800-FLOWERS.COM for certain litigation matters then existing at the time of the close of the transaction, including certain matters for which the Company is entitled to indemnification from the former owner of PMall in connection with the Company's purchase of PMall in fiscal 2016. During fiscal 2021, the Company recorded a liability for one such matter and a corresponding asset based on the Company's assessment of the ability to recover the expected loss under the indemnification provided at the time of its purchase of PMall. The matter has been settled and the settlement is to be paid by the former owner of PMall. On August 23, 2022, a putative securities class action and shareholder derivative action was filed against the Company, Gustavo Arnal (the Company's former Chief Financial Officer), and certain third parties in the United States District Court for the District of Columbia. The case, which is captioned Si v. Bed Bath & Beyond Corp., et al., Case No. 2:22-cv-02541, asserts claims of breach of fiduciary duty, negligent misrepresentation, and violations of §§ 10(b) and 20(a) of the Exchange Act on behalf of a putative class of purchasers of our securities from March 25, 2022 through August 18, 2022. The Complaint alleges that certain of our disclosures about the Company's revenue and proposed divestments, as well as other disclosures made by certain of our investors about their holdings, during the putative class period were materially false or misleading. The Company is still evaluating the complaint, which is subject to amendment, but based on current knowledge the Company believes the claims are without merit. In November, 2022 an amended complaint was filed which removed Mr. Arnal as a defendant, shortened the class period and reduced the claims against the Company. The Company records an estimated liability related to its various claims and legal actions arising in the ordinary course of business when and to the extent that it concludes a liability is probable and the amount of the loss can be reasonably estimated. Such estimated loss is based on available information and advice from outside counsel, where appropriate. As additional information becomes available, the Company reassesses the potential liability related to claims and legal actions and revises its estimated liabilities, as appropriate. The Company expects the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial position, results of operations or liquidity. The Company also cannot predict the nature and validity of claims which could be asserted in the future, and future claims could have a material impact on its earnings. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 9 Months Ended |
Nov. 26, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | The accompanying consolidated financial statements have been prepared without audit. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals and elimination of intercompany balances and transactions) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of November 26, 2022 and February 26, 2022 (audited) and the results of its operations, shareholders' (deficit) equity, and comprehensive loss for the three and nine months ended November 26, 2022 and November 27, 2021 and its cash flows for the nine months ended November 26, 2022 and November 27, 2021. 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 U.S. generally accepted accounting principles ("GAAP"). Reference should be made to the Company’s Annual Report on Form 10-K for the fiscal year ended February 26, 2022 for additional disclosures, including a summary of the Company’s significant accounting policies, and to subsequently filed Form 8-Ks. |
Revenue Recognition | Sales are recognized upon purchase by customers at the Company’s retail stores or upon delivery for products purchased from its websites. The value of point-of-sale coupons and point-of-sale rebates that result in a reduction of the price paid by the customer are recorded as a reduction of sales. Shipping and handling fees that are billed to a customer in a sale transaction are recorded in sales. Taxes, such as sales tax, use tax and value added tax, are not included in sales. Revenues from gift cards, gift certificates and merchandise credits are recognized when redeemed. Gift cards have no provisions for reduction in the value of unused card balances over defined time periods and have no expiration dates. For the nine months ended November 26, 2022 and November 27, 2021, the Company recognized net sales for gift card and merchandise credit redemptions of approximately $60.7 million and $60.5 million, respectively, which were included in merchandise credit and gift card liabilities on the consolidated balance sheet as of February 26, 2022 and February 27, 2021, respectively. During the second quarter of fiscal 2022, the Company launched its cross-banner customer loyalty program, Welcome Rewards™, which allows members to earn points for each qualifying purchase at its retail banners either online or in its stores. Points earned are then converted to rewards upon reaching certain thresholds. These rewards may then be redeemed on future merchandise purchases at its retail banners. The Company defers a portion of the revenue related to the points earned at the time of the original transaction and revenue is recognized for these performance obligations upon redemption or expiration of points or rewards earned by the customer. As of November 26, 2022, the Company recorded $5.2 million of loyalty program liabilities in accrued expenses and other current liabilities on the consolidated balance sheet. |
Fair Value Measurements | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., "the exit price") in an orderly transaction between market participants at the measurement date. In determining fair value, the Company uses various valuation approaches, including quoted market prices and discounted cash flows. The hierarchy for inputs used in measuring fair value maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are inputs that reflect a company’s judgment concerning the assumptions that market participants would use in pricing the asset or liability developed based on the best information available under the circumstances. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset or liability must be classified in its entirety based on the lowest level of input that is significant to the measurement of fair value. The fair value hierarchy is broken down into three levels based on the reliability of inputs as follows: • 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. |
Cash and Cash Equivalents | The Company considers all highly liquid instruments purchased with original maturities of three months or less to be cash equivalents. |
Intangible Assets | The Company reviews long-lived assets for impairment when events or changes in circumstances indicate the carrying value of these assets may exceed their current fair values. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company reviews intangibles that have indefinite lives for impairment annually as of the end of the fiscal year or when events or changes in circumstances indicate the carrying value of these assets might exceed their current fair values. Impairment testing is based upon the best information available including estimates of fair value which incorporate assumptions marketplace participants would use in making their estimates of fair value. Significant assumptions and estimates are required, including, but not limited to, projecting future cash flows, determining appropriate discount rates and terminal growth rates, and other assumptions, to estimate the fair value of indefinite-lived intangible assets. Although the Company believes the assumptions and estimates made are reasonable and appropriate, different assumptions and estimates could materially impact its reported financial results. Indefinite-lived intangible assets were recorded as a result of acquisitions and primarily consist of tradenames. The Company values its tradenames using a relief-from-royalty approach, which assumes the value of the tradename is the discounted cash flows of the amount that would be paid by a hypothetical market participant had they not owned the tradename and instead licensed the tradename from another company. During the three and nine months ended November 26, 2022, the Company completed a quantitative impairment analysis for certain of its indefinite lived intangible assets, by comparing the fair value of the tradenames to their carrying value. There were no tradename impairment charges recognized during the three months ended November 26, 2022. During the nine months ended November 26, 2022, the Company recognized a non-cash pre-tax tradename impairment charge of $2.9 million in impairments in its consolidated statements of operations. During the three and nine months ended November 27, 2021, the Company recognized non-cash pre-tax tradename impairment charges of $0.2 million and $2.9 million, respectively, in impairments in its consolidated statements of operations. As of November 26, 2022, for the remaining indefinite-lived intangible assets, the Company assessed qualitative factors in order to determine whether any events and circumstances existed which indicated that it was more likely than not that the fair value of these indefinite-lived assets did not exceed their carrying values and concluded no such events or circumstances existed which would require an impairment test be performed. Future events or market conditions may further reduce the estimated fair value of these long-lived assets and as a result, the Company may need to adjust the carrying value of these long-lived assets in the period in which the reduction in the estimated fair value occurs and record further impairment charges. |
Stock-based Compensation | The Company measures all stock-based compensation awards for employees and non-employee directors using a fair value method and records such expense, net of estimated forfeitures, in its consolidated financial statements. Currently, the Company’s stock-based compensation relates to restricted stock awards, restricted stock units ("RSUs") and performance stock units ("PSUs"). The Company’s restricted stock awards are considered nonvested share awards. |
Earnings per Share | The Company presents earnings per share on a basic and diluted basis. Basic earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share has been computed by dividing net earnings by the weighted average number of shares outstanding, including the dilutive effect of stock-based awards as calculated under the treasury stock method. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Nov. 26, 2022 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of total lease cost for the three and nine months ended November 26, 2022 and November 27, 2021, were as follows: (in thousands) Statement of Operations Location Three Months Ended Nine Months Ended November 26, November 27, November 26, November 27, Operating lease cost Cost of sales and SG&A $ 94,606 $ 105,230 $ 299,735 $ 332,952 Finance lease cost: Depreciation of property SG&A 639 — 1,022 — Interest on lease liabilities Interest expense, net 1,636 — 3,742 — Variable lease cost Cost of sales and SG&A 33,378 40,753 107,135 112,270 Sublease income SG&A (15,744) (9,929) (42,554) (34,735) Total lease cost $ 114,515 $ 136,054 $ 369,080 $ 410,487 |
Assets and Liabilities Related to Operating Leases | As of November 26, 2022 and February 26, 2022, assets and liabilities related to the Company’s leases were as follows: (in thousands) Consolidated Balance Sheet Location November 26, February 26, Assets Operating leases Operating lease assets $ 1,321,665 $ 1,562,857 Finance leases Property and equipment, net 63,639 38,790 Total lease assets $ 1,385,304 $ 1,601,647 Liabilities Current: Operating leases Current operating lease liabilities $ 313,368 $ 346,506 Finance leases Accrued expenses and other current liabilities 7,048 2,494 Noncurrent: Operating leases Operating lease liabilities 1,388,484 1,508,002 Finance leases Other liabilities 54,452 35,447 Total lease liabilities $ 1,763,352 $ 1,892,449 |
Schedule of Lease Liabilities, Operating | As of November 26, 2022, the Company’s lease liabilities mature as follows: (in thousands) Operating Leases Finance Leases Fiscal Year: Remainder of 2022 $ 72,296 $ 2,881 2023 413,473 11,525 2024 364,233 11,525 2025 301,520 11,525 2026 232,768 11,525 2027 184,826 11,525 Thereafter 564,831 48,713 Total lease payments $ 2,133,947 $ 109,219 Less imputed interest (432,095) (47,719) Present value of lease liabilities $ 1,701,852 $ 61,500 |
Schedule of Other Lease Information | The Company’s lease terms and discount rates were as follows: November 26, 2022 February 26, 2022 Weighted-average remaining lease term (in years) Operating leases 6.8 years 7.0 years Finance leases 9.4 years 10.0 years Weighted-average discount rate Operating leases 7.4 % 6.0 % Finance leases 8.3 % 8.4 % Other information with respect to the Company’s leases is as follows: (in thousands) Nine Months Ended November 26, November 27, Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 316,410 $ 340,314 Operating cash flows from finance leases 3,223 — Financing cash flows from finance leases 1,849 — Operating lease assets obtained in exchange for new operating lease liabilities 358,997 293,824 Financing lease assets obtained in exchange for new financing lease liabilities 25,871 — |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Nov. 26, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Compensation Expense and Capitalized Cost | Stock-based compensation expense and capitalized stock-based compensation cost for the three and nine months ended November 26, 2022 and November 27, 2021 were as follows: Three Months Ended Nine Months Ended (in thousands) November 26, 2022 November 27, 2021 November 26, 2022 November 27, 2021 Stock-based compensation expense: Equity-classified share-settled awards $ 2,313.3 $ 8,878.5 $ 18,746.9 $ 26,874.8 Liability-classified cash-settled awards (692.9) — 1,292.7 — Total stock-based compensation expense $ 1,620.4 $ 8,878.5 $ 20,039.6 $ 26,874.8 Capitalized stock-based compensation cost: Equity-classified share-settled awards $ 189.4 $ 195.7 $ 764.6 $ 783.9 Liability-classified cash-settled awards (74.8) — 48.6 — Total capitalized stock-based compensation cost $ 114.6 $ 195.7 $ 813.2 $ 783.9 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Unit Activity | Changes in the Company’s restricted stock awards for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Restricted Weighted Average Unvested restricted stock awards, beginning of period 472 $ 32.38 Granted 392 4.90 Vested (165) 38.73 Forfeited (128) 28.21 Unvested restricted stock awards, end of period 571 $ 12.61 Changes in the Company’s RSUs for the nine months ended November 26, 2022 were as follows: Share-Settled Cash-Settled (Shares in thousands) Number of Restricted Weighted Average Number of Restricted Weighted Average Unvested restricted stock units, beginning of period 2,600 $ 17.07 57 $ 23.44 Granted 117 11.79 2,272 8.93 Vested (1,361) 15.10 (114) 9.82 Forfeited (660) 18.64 (741) 10.28 Unvested restricted stock units, end of period 696 $ 18.55 1,474 $ 8.75 |
Schedule of PSU Activity | Fiscal Year Performance Period Performance Metrics Target Achievement Range (%) 2020 3 years TSR 0% - 150% 2021 3 years TSR and GM 0% - 200% 2022 3 years TSR and GM 0% - 200% Changes in the Company’s PSUs for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Performance Weighted Average Unvested performance stock units, beginning of period 1,298 $ 19.55 Granted 1,096 11.31 Vested (640) 15.49 Forfeited or performance condition adjustments (1,009) 15.43 Unvested performance stock units, end of period 745 $ 16.50 |
Schedule of PSU Valuation Assumptions | The fair value of the PSUs granted in fiscal 2022 and 2021, for which performance during the three-year period will be based on a relative three-year goal metric relative to a peer group as indicated above, was estimated on the date of the grant using a Monte Carlo simulation that uses the assumptions noted in the following table. Nine Months Ended Monte Carlo Simulation Assumptions November 26, 2022 November 27, 2021 Risk Free Interest Rate 2.81 % 0.29 % Expected Dividend Yield — % — % Expected Volatility 54.02 % 52.21 % Expected Term 3 years 3 years |
Schedule of Share-based Compensation, Restricted Stock Units Activity | Changes in the RSUs granted as inducement awards for the nine months ended November 26, 2022 were as follows: (Shares in thousands) Number of Restricted Weighted Average Unvested restricted stock units, beginning of period 437 $ 6.10 Granted — — Vested (437) 6.09 Forfeited — — Unvested restricted stock units, end of period — $ — |
Basis of Presentation (Details
Basis of Presentation (Details Textual) | 9 Months Ended |
Nov. 26, 2022 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of operating segments | 1 |
Liquidity and Going Concern (De
Liquidity and Going Concern (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Nov. 26, 2022 | Nov. 26, 2022 | Nov. 27, 2021 | Jan. 25, 2023 | Feb. 26, 2022 | Feb. 27, 2021 | |
Debt Instrument [Line Items] | ||||||
Operating cash outflows | $ (307,600,000) | $ (890,013,000) | $ (264,740,000) | |||
Cash, cash equivalents and restricted cash | 225,659,000 | 225,659,000 | $ 540,441,000 | $ 470,884,000 | $ 1,407,224,000 | |
Senior Unsecured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long-term debt | 1,030,000,000 | 1,030,000,000 | ||||
Revolving Credit Facility | Subsequent Event | ||||||
Debt Instrument [Line Items] | ||||||
Additional interest rate per annum | 2% | |||||
Revolving Credit Facility | ABL Facility | ||||||
Debt Instrument [Line Items] | ||||||
Loans outstanding | 550,000,000 | 550,000,000 | ||||
Outstanding letters of credit | 186,200,000 | 186,200,000 | ||||
Revolving Credit Facility | FILO Facility | ||||||
Debt Instrument [Line Items] | ||||||
Loans outstanding | $ 375,000,000 | $ 375,000,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Feb. 26, 2022 | |
Revenue Recognition [Line Items] | |||||
Net sales for gift card and merchandise credit redemptions | $ 60.7 | $ 60.5 | |||
Loyalty program liabilities | $ 5.2 | 5.2 | |||
Liability for estimated returns | 15.2 | 15.2 | $ 23.6 | ||
Right of return asset for merchandise | $ 12.1 | $ 12.1 | $ 14.6 | ||
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | Domestic Merchandise | |||||
Revenue Recognition [Line Items] | |||||
Percentage of net sales | 36% | 37.60% | 36.40% | 38.40% | |
Revenue from Contract with Customer, Product and Service Benchmark | Product Concentration Risk | Home Furnishings | |||||
Revenue Recognition [Line Items] | |||||
Percentage of net sales | 64% | 62.40% | 63.60% | 61.60% |
Fair Value Measurements (Detail
Fair Value Measurements (Details Textual) - USD ($) $ in Millions | Nov. 26, 2022 | Feb. 26, 2022 |
Fair Value Disclosures [Abstract] | ||
Long-term debt, fair value | $ 205.3 | $ 956 |
Long-term debt, carrying value | $ 1,030 | $ 1,184 |
Cash and Cash Equivalents (Deta
Cash and Cash Equivalents (Details) - USD ($) | 9 Months Ended | |
Nov. 26, 2022 | Feb. 26, 2022 | |
Cash and Cash Equivalents [Abstract] | ||
Number of business days | 5 days | |
Credit and debit card receivables from banks | $ 86,300,000 | $ 47,900,000 |
Restricted cash, short-term | 57,100,000 | 0 |
Restricted cash, long-term | $ 15,100,000 | $ 31,400,000 |
Investment Securities - Narrati
Investment Securities - Narrative (Details) - USD ($) | Nov. 26, 2022 | Feb. 26, 2022 |
Debt Securities, Available-for-sale [Line Items] | ||
Short-term available-for-sale investment securities | $ 0 | $ 0 |
Auction Rate Securities | ||
Debt Securities, Available-for-sale [Line Items] | ||
Long term available-for-sale investment securities | 20,300,000 | 20,300,000 |
Valuation adjustments | $ 1,100,000 | $ 1,100,000 |
Impairment of Long-Lived Asse_2
Impairment of Long-Lived Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment charge | $ 100.7 | $ 1.6 | $ 180 | $ 15.6 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Millions | Nov. 26, 2022 | Feb. 26, 2022 |
Property, Plant and Equipment [Abstract] | ||
Accumulated depreciation | $ 2,000 | $ 1,800 |
Accumulated depreciation related to assets held under finance leases | $ 1.2 | $ 0.2 |
Leases - Narrative (Details)
Leases - Narrative (Details) | 9 Months Ended |
Nov. 26, 2022 | |
Lessee, Lease, Description [Line Items] | |
Sublease renewal term | 5 years |
Minimum | |
Lessee, Lease, Description [Line Items] | |
Original lease terms, operating | 10 years |
Sublease term | 5 years |
Maximum | |
Lessee, Lease, Description [Line Items] | |
Original lease terms, operating | 15 years |
Sublease term | 10 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 94,606 | $ 105,230 | $ 299,735 | $ 332,952 |
Finance lease cost: | ||||
Depreciation of property | 639 | 0 | 1,022 | 0 |
Interest on lease liabilities | 1,636 | 0 | 3,742 | 0 |
Variable lease cost | 33,378 | 40,753 | 107,135 | 112,270 |
Sublease income | (15,744) | (9,929) | (42,554) | (34,735) |
Total lease cost | $ 114,515 | $ 136,054 | $ 369,080 | $ 410,487 |
Leases - Schedule of Lease Asse
Leases - Schedule of Lease Assets and Liabilities (Details) - USD ($) $ in Thousands | Nov. 26, 2022 | Feb. 26, 2022 |
Assets | ||
Operating leases | $ 1,321,665 | $ 1,562,857 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Property and equipment, net | Property and equipment, net |
Finance leases | $ 63,639 | $ 38,790 |
Total lease assets | 1,385,304 | 1,601,647 |
Current: | ||
Operating leases | $ 313,368 | $ 346,506 |
Finance Lease, Liability, Statement of Financial Position [Extensible List] | Accrued expenses and other current liabilities | Accrued expenses and other current liabilities |
Finance leases | $ 7,048 | $ 2,494 |
Noncurrent: | ||
Operating leases | $ 1,388,484 | $ 1,508,002 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other liabilities | Other liabilities |
Finance leases | $ 54,452 | $ 35,447 |
Total lease liabilities | $ 1,763,352 | $ 1,892,449 |
Leases - Schedule of Lease Matu
Leases - Schedule of Lease Maturities (Details) $ in Thousands | Nov. 26, 2022 USD ($) |
Operating Leases | |
Remainder of 2022 | $ 72,296 |
2023 | 413,473 |
2024 | 364,233 |
2025 | 301,520 |
2026 | 232,768 |
2027 | 184,826 |
Thereafter | 564,831 |
Total lease payments | 2,133,947 |
Less imputed interest | (432,095) |
Present value of lease liabilities | 1,701,852 |
Finance Leases | |
Remainder of 2022 | 2,881 |
2023 | 11,525 |
2024 | 11,525 |
2025 | 11,525 |
2026 | 11,525 |
2027 | 11,525 |
Thereafter | 48,713 |
Total lease payments | 109,219 |
Less imputed interest | (47,719) |
Present value of lease liabilities | $ 61,500 |
Leases - Lease Terms and Discou
Leases - Lease Terms and Discount Rates (Details) | Nov. 26, 2022 | Feb. 26, 2022 |
Weighted-average remaining lease term (in years) | ||
Operating leases | 6 years 9 months 18 days | 7 years |
Finance leases | 9 years 4 months 24 days | 10 years |
Weighted-average discount rate | ||
Operating leases | 7.40% | 6% |
Finance leases | 8.30% | 8.40% |
Leases - Cash Flow Information
Leases - Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Nov. 26, 2022 | Nov. 27, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 316,410 | $ 340,314 |
Operating cash flows from finance leases | 3,223 | 0 |
Financing cash flows from finance leases | 1,849 | 0 |
Operating lease assets obtained in exchange for new operating lease liabilities | 358,997 | 293,824 |
Financing lease assets obtained in exchange for new financing lease liabilities | $ 25,871 | $ 0 |
Income Taxes (Details)
Income Taxes (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 26, 2022 state | Nov. 27, 2021 USD ($) | Nov. 26, 2022 state | Nov. 27, 2021 USD ($) | Feb. 26, 2022 USD ($) | |
Tax Credit Carryforward [Line Items] | |||||
Effective income tax rate | (0.70%) | (171.30%) | (0.60%) | (37.90%) | |
Charge to record valuation allowance | $ 181.5 | ||||
Effective income tax reconciliation, CARES Act, amount | $ 2.4 | $ 18.6 | |||
Valuation allowance, deferred tax assets | $ 224.3 | ||||
Number of states in which entity operates | state | 50 | 50 | |||
Minimum | |||||
Tax Credit Carryforward [Line Items] | |||||
Number of years under examination | 3 years | ||||
Maximum | |||||
Tax Credit Carryforward [Line Items] | |||||
Number of years under examination | 5 years | ||||
CANADA | |||||
Tax Credit Carryforward [Line Items] | |||||
Expected unrealizable tax asset | $ 25.2 |
Indefinite-Lived Intangible A_2
Indefinite-Lived Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Feb. 26, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Indefinite lived tradenames and trademarks | $ 13.4 | $ 13.4 | $ 16.3 | ||
Impairments of indefinite lived intangible assets | $ 0 | $ 0.2 | $ 2.9 | $ 2.9 |
Long-Term Debt - Senior Unsecur
Long-Term Debt - Senior Unsecured Notes (Details) - Senior Unsecured Notes - USD ($) | 3 Months Ended | 9 Months Ended | |||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Jul. 17, 2014 | |
Debt Instrument [Line Items] | |||||
Aggregate principal amount purchased | $ 0 | $ 0 | $ 0 | ||
2024 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 300,000,000 | ||||
Debt interest rate | 3.749% | ||||
Aggregate principal amount purchased | $ 11,000,000 | ||||
2034 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 300,000,000 | ||||
Debt interest rate | 4.915% | ||||
2044 Notes | |||||
Debt Instrument [Line Items] | |||||
Aggregate principal amount | $ 900,000,000 | ||||
Debt interest rate | 5.165% |
Long-Term Debt - Exchange Offer
Long-Term Debt - Exchange Offers (Details) - USD ($) $ in Thousands, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
Nov. 26, 2022 | Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Feb. 26, 2022 | Jul. 17, 2014 | |
Debt Instrument [Line Items] | |||||||
Gain (loss) on extinguishment of debt | $ 94,380 | $ 0 | $ 94,380 | $ (376) | |||
Exchange Offers | |||||||
Debt Instrument [Line Items] | |||||||
Shares of common stock in exchange for exchange notes (in shares) | 13.6 | ||||||
Sale of stock (in shares) | 0.9 | ||||||
Sale of stock, proceeds | $ 3,500 | ||||||
Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Third-party fees | 8,000 | ||||||
Unamortized debt financing costs write-off | 400 | ||||||
Aggregate principal amount purchased | 0 | $ 0 | 0 | ||||
Senior Unsecured Notes | Long-Term Debt | |||||||
Debt Instrument [Line Items] | |||||||
Unamortized deferred financing costs | $ 3,900 | $ 3,900 | $ 3,900 | $ 4,600 | |||
New Second Lien Non-Convertible Notes | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 3.693% | 3.693% | 3.693% | ||||
New Second Lien Convertible Notes | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 8.821% | 8.821% | 8.821% | ||||
New Third Lien Convertible Notes | Secured Debt | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 12% | 12% | 12% | ||||
2024 Notes | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 3.749% | ||||||
Debt conversion, aggregate principal amount | $ 69,000 | ||||||
Aggregate principal amount purchased | (11,000) | ||||||
Debt instrument, consideration paid | $ 11,400 | ||||||
2034 Notes | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 4.915% | ||||||
Debt conversion, aggregate principal amount | 15,300 | ||||||
2044 Notes | Senior Unsecured Notes | |||||||
Debt Instrument [Line Items] | |||||||
Debt interest rate | 5.165% | ||||||
Debt conversion, aggregate principal amount | $ 70,200 |
Long-Term Debt - Asset-Based Cr
Long-Term Debt - Asset-Based Credit Agreement (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Jan. 25, 2023 | Aug. 31, 2022 | Feb. 26, 2022 | Aug. 28, 2021 | |
Senior Unsecured Notes and Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest expense | $ 32,900,000 | $ 16,100,000 | $ 66,900,000 | $ 49,000,000 | ||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional financing | $ 500,000,000 | |||||||
Revolving Credit Facility | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional interest rate per annum | 2% | |||||||
Revolving Credit Facility | ABL Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility, maximum borrowing capacity per line | 1,130,000,000 | $ 1,000,000,000 | ||||||
Expansion feature aggregate amount (up to) | $ 375,000,000 | |||||||
Additional financing | $ 130,000,000 | |||||||
Percentage of eligible credit card receivables upon satisfaction | 90% | |||||||
Percentage of eligible inventory upon satisfaction | 90% | |||||||
Loans outstanding | $ 550,000,000 | $ 550,000,000 | ||||||
Loans outstanding weighted average interest rate | 5.66% | 5.66% | ||||||
Outstanding letters of credit | $ 186,200,000 | $ 186,200,000 | ||||||
Revolving Credit Facility | ABL Facility | Other Assets | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized deferred financing costs | 7,800,000 | 7,800,000 | $ 7,400,000 | |||||
Revolving Credit Facility | ABL Facility | SOFR and CDOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum interest rate margin | 0% | |||||||
Interest rate margin deemed | 0% | |||||||
Revolving Credit Facility | ABL Facility | Alternate Base Rate and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Minimum interest rate margin | 1% | |||||||
Interest rate margin deemed | 1% | |||||||
Revolving Credit Facility | ABL Facility | Minimum | SOFR and CDOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 1.25% | |||||||
Revolving Credit Facility | ABL Facility | Minimum | Alternate Base Rate and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 0.25% | |||||||
Revolving Credit Facility | ABL Facility | Maximum | SOFR and CDOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 1.75% | |||||||
Revolving Credit Facility | ABL Facility | Maximum | Alternate Base Rate and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 0.75% | |||||||
Revolving Credit Facility | FILO Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Additional financing | $ 375,000,000 | |||||||
Percentage of eligible credit card receivables upon satisfaction | 15% | |||||||
Percentage of eligible inventory upon satisfaction | 15% | |||||||
Percentage of eligible foreign in-transit inventory upon satisfaction | 100% | |||||||
Percentage of eligible domestic in-transit inventory upon satisfaction | 15% | |||||||
Percentage of eligible intellectual property upon satisfaction | 68% | |||||||
Percentage of intellectual property upon satisfaction, reduction each fiscal quarter | 2.50% | |||||||
Borrowing base sum | $ 115,000,000 | |||||||
Borrowing base sum, reduction each fiscal quarter | 4,700,000 | |||||||
Borrowing base sum, reduction upon consummation of certain dispositions | $ 75,000,000 | |||||||
Non-callable period | 18 months | |||||||
Discount rate increase per annum | 0.50% | |||||||
Prepayment premium between 18 months and 30 months following funding date | 2% | |||||||
Prepayment premium between 30 months and 36 months following funding date | 1% | |||||||
Prepayment premium after 36 months following funding date | 0% | |||||||
Amortize rate | 5% | |||||||
Amortize rate quarterly installments | 1.25% | |||||||
Loans outstanding | $ 375,000,000 | $ 375,000,000 | ||||||
Loans outstanding weighted average interest rate | 10.87% | 10.87% | ||||||
Revolving Credit Facility | FILO Facility | Long-Term Debt, Current Maturities | ||||||||
Debt Instrument [Line Items] | ||||||||
Unamortized deferred financing costs | $ 15,700,000 | $ 15,700,000 | ||||||
Revolving Credit Facility | FILO Facility | SOFR and CDOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 7.75% | |||||||
Minimum interest rate margin | 1% | |||||||
Interest rate margin deemed | 1% | |||||||
Revolving Credit Facility | FILO Facility | Alternate Base Rate and Canadian Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate margin | 6.75% | |||||||
Minimum interest rate margin | 2% | |||||||
Interest rate margin deemed | 2% | |||||||
Revolving Credit Facility | FILO Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, term one | 18 months | |||||||
Prepayment premium, term two | 30 months | |||||||
Revolving Credit Facility | FILO Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Prepayment premium, term one | 30 months | |||||||
Prepayment premium, term two | 36 months |
Shareholders' (Deficit) Equity
Shareholders' (Deficit) Equity (Details) - USD ($) $ / shares in Units, shares in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 216 Months Ended | |||||||||
Aug. 31, 2022 | Jan. 31, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | May 29, 2021 | Feb. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Dec. 24, 2022 | Oct. 28, 2022 | Feb. 26, 2022 | Apr. 30, 2021 | |
Share Repurchases [Line Items] | |||||||||||||
Share repurchase program authorized amount | $ 12,950,000,000 | ||||||||||||
Shares repurchased | 265 | ||||||||||||
Total cost of common stock repurchased | $ 2,680,000 | $ 118,912,000 | $ 45,927,000 | $ 358,923,000 | $ 11,731,000,000 | ||||||||
Remaining authorized share repurchase amount under program | $ 1,221,000,000 | 1,221,000,000 | $ 1,221,000,000 | ||||||||||
Repurchase of common stock, including fees | $ 45,927,000 | 358,923,000 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Total cash dividends paid (less than $0.1 million for 3 months ended 2022 and 2021) | $ 100,000 | $ 100,000 | $ 329,000 | $ 767,000 | |||||||||
ATM Program | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |||||||||||
Sale of stock (in shares) | 12 | 22.2 | 22.2 | ||||||||||
Sale of stock, proceeds | $ 72,200,000 | $ 115,400,000 | $ 115,400,000 | ||||||||||
Authorized aggregate sales price | $ 150,000,000 | ||||||||||||
ATM Program | Subsequent Event | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Authorized aggregate sales price | $ 105,600,000 | ||||||||||||
Accelerated Share Repurchase Program 4Q2020 | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Shares repurchased | 5 | ||||||||||||
Repurchase of common stock, including fees | $ 150,000,000 | ||||||||||||
Accelerated Share Repurchase Program 1Q2021 | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Shares repurchased | 0.2 | ||||||||||||
Taxes on Vested Awards | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Shares repurchased | 0.3 | 0.2 | 0.6 | 0.6 | |||||||||
Total cost of common stock repurchased | $ 2,700,000 | $ 5,500,000 | $ 5,500,000 | $ 14,300,000 | |||||||||
Common Stock | |||||||||||||
Share Repurchases [Line Items] | |||||||||||||
Shares repurchased | 0 | 5.1 | 2.3 | 13.4 | |||||||||
Total cost of common stock repurchased | $ 113,400,000 | $ 40,400,000 | $ 344,600,000 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock-based Compensation Expense and Capitalized Cost (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | $ 1,620,400 | $ 8,878,500 | $ 20,039,600 | $ 26,874,800 |
Total capitalized stock-based compensation cost | 114,600 | 195,700 | 813,200 | 783,900 |
Equity-classified share-settled awards | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | 2,313,300 | 8,878,500 | 18,746,900 | 26,874,800 |
Total capitalized stock-based compensation cost | 189,400 | 195,700 | 764,600 | 783,900 |
Liability-classified cash-settled awards | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation expense | (692,900) | 0 | 1,292,700 | 0 |
Total capitalized stock-based compensation cost | $ (74,800) | $ 0 | $ 48,600 | $ 0 |
Stock-Based Compensation - Ince
Stock-Based Compensation - Incentive Compensation Plans Textual (Details) - 9 months ended Nov. 26, 2022 shares in Millions | shares | state | installment |
2018 Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares authorized for issuance (in shares) | shares | 4.6 | ||
2012 Incentive Compensation Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common shares authorized for issuance (in shares) | shares | 43.2 | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Awards | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period, number of equal annual installments | state | 5 | ||
Service period from date of grant | 1 year | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Awards | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period, number of equal annual installments | state | 7 | ||
Service period from date of grant | 3 years | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Service period from date of grant | 1 year | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period, number of equal annual installments | 1 | 1 | |
Service period from date of grant | 1 year | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period, number of equal annual installments | 3 | 3 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Awards Textual (Details) - Restricted Stock Awards - 2012 and 2018 Incentive Compensation Plans $ in Millions | 9 Months Ended |
Nov. 26, 2022 USD ($) state | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense related to unvested restricted stock awards | $ | $ 4.5 |
Period for recognition, weighted average period (in years) | 1 year 6 months |
Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period, number of equal annual installments | 5 |
Service period from date of grant | 1 year |
Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period, number of equal annual installments | 7 |
Service period from date of grant | 3 years |
Stock-Based Compensation - Chan
Stock-Based Compensation - Changes in the Company's Restricted Stock (Details) shares in Thousands | 9 Months Ended |
Nov. 26, 2022 $ / shares shares | |
Restricted Stock Awards | |
Number of Restricted Stock Units | |
Unvested shares, beginning of period (in shares) | shares | 472 |
Granted (in shares) | shares | 392 |
Vested (in shares) | shares | (165) |
Forfeited (in shares) | shares | (128) |
Unvested shares, end of period (in shares) | shares | 571 |
Weighted Average Grant-Date Fair Value | |
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 32.38 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 4.90 |
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares | 38.73 |
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares | 28.21 |
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 12.61 |
Share-Settled | |
Number of Restricted Stock Units | |
Unvested shares, beginning of period (in shares) | shares | 2,600 |
Granted (in shares) | shares | 117 |
Vested (in shares) | shares | (1,361) |
Forfeited (in shares) | shares | (660) |
Unvested shares, end of period (in shares) | shares | 696 |
Weighted Average Grant-Date Fair Value | |
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 17.07 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 11.79 |
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares | 15.10 |
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares | 18.64 |
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 18.55 |
Cash-Settled | |
Number of Restricted Stock Units | |
Unvested shares, beginning of period (in shares) | shares | 57 |
Granted (in shares) | shares | 2,272 |
Vested (in shares) | shares | (114) |
Forfeited (in shares) | shares | (741) |
Unvested shares, end of period (in shares) | shares | 1,474 |
Weighted Average Grant-Date Fair Value | |
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 23.44 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 8.93 |
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares | 9.82 |
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares | 10.28 |
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 8.75 |
Stock-Based Compensation - Re_2
Stock-Based Compensation - Restricted Stock Units Textual (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 USD ($) state | Nov. 26, 2022 USD ($) state | Nov. 26, 2022 USD ($) | Nov. 26, 2022 installment | |
Cash-Settled | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSU liability | $ 0.9 | |||
Payment for RSUs | $ 0.6 | $ 0.6 | ||
2012 and 2018 Incentive Compensation Plans | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period commencement (in years) | 1 year | |||
2012 and 2018 Incentive Compensation Plans | Share-Settled | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested restricted stock | 8.9 | |||
Period for recognition, weighted average period (in years) | 1 year 6 months | |||
2012 and 2018 Incentive Compensation Plans | Cash-Settled | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense related to unvested restricted stock | $ 3.8 | |||
Period for recognition, weighted average period (in years) | 2 years 2 months 12 days | |||
2012 and 2018 Incentive Compensation Plans | Minimum | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period, number of equal annual installments | 1 | 1 | 1 | |
Vesting period commencement (in years) | 1 year | |||
2012 and 2018 Incentive Compensation Plans | Maximum | Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period, number of equal annual installments | 3 | 3 | 3 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units (Details) - Performance Stock Units $ in Millions | 9 Months Ended |
Nov. 26, 2022 USD ($) | |
2020 Fiscal Year | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 3 years |
2020 Fiscal Year | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 0% |
2020 Fiscal Year | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 150% |
2021 Fiscal Year | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 3 years |
2021 Fiscal Year | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 0% |
2021 Fiscal Year | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 200% |
2022 Fiscal Year | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period (in years) | 3 years |
2022 Fiscal Year | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 0% |
2022 Fiscal Year | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Target award percentage | 200% |
2012 and 2018 Incentive Compensation Plans | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation expense | $ 5.6 |
Period for recognition, weighted average period (in years) | 2 years 1 month 6 days |
Stock-Based Compensation - Mont
Stock-Based Compensation - Monte Carlo Simulation Assumptions (Details) - Performance Stock Units | 9 Months Ended | |
Nov. 26, 2022 | Nov. 27, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk Free Interest Rate | 2.81% | 0.29% |
Expected Dividend Yield | 0% | 0% |
Expected Volatility | 54.02% | 52.21% |
Expected Term | 3 years | 3 years |
Stock-Based Compensation - Ch_2
Stock-Based Compensation - Changes in the Company's Performance Stock Units (Details) - Performance Stock Units shares in Thousands | 9 Months Ended |
Nov. 26, 2022 $ / shares shares | |
Number of Performance Stock Units | |
Unvested shares, beginning of period (in shares) | shares | 1,298 |
Granted (in shares) | shares | 1,096 |
Vested (in shares) | shares | (640) |
Forfeited or performance condition adjustments, (in shares) | shares | (1,009) |
Unvested shares, end of period (in shares) | shares | 745 |
Weighted Average Grant-Date Fair Value | |
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 19.55 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 11.31 |
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares | 15.49 |
Forfeited or performance condition adjustments, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares | 15.43 |
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 16.50 |
Stock-Based Compensation - Indu
Stock-Based Compensation - Inducement Awards Textual (Details) - USD ($) $ in Millions | 9 Months Ended | |
Nov. 04, 2019 | Nov. 26, 2022 | |
Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 1,096,000 | |
Inducement Awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Inducement award threshold percentage of stock ownership | 50% | |
Inducement Awards | Restricted Stock Units (RSUs) | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 0 | |
Vesting period commencement (in years) | 1 year | |
Unrecognized compensation expense | $ 0.1 | |
Period for recognition, weighted average period (in years) | 4 months 24 days | |
Inducement Awards | Performance Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Granted (in shares) | 273,735 | |
Vesting period commencement (in years) | 2 years |
Stock-Based Compensation - Ch_3
Stock-Based Compensation - Changes in RSUs Granted as Inducement Awards (Details) - Restricted Stock Units (RSUs) - Inducement Awards shares in Thousands | 9 Months Ended |
Nov. 26, 2022 $ / shares shares | |
Number of Restricted Stock Units | |
Unvested shares, beginning of period (in shares) | shares | 437 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (437) |
Forfeited (in shares) | shares | 0 |
Unvested shares, end of period (in shares) | shares | 0 |
Weighted Average Grant-Date Fair Value | |
Unvested shares, Weighted Average Grant Date Fair Value, beginning of period (in dollars per share) | $ / shares | $ 6.10 |
Granted, Weighted Average Grant Date Fair Value (in dollars per share) | $ / shares | 0 |
Vested, Weighted Average Grant Date Fair Value ( in dollars per share) | $ / shares | 6.09 |
Forfeited, Weighted Average Grant-Date Fair Value (in dollars per share) | $ / shares | 0 |
Unvested shares, Weighted Average Grant Date Fair Value, end of period (in dollars per share) | $ / shares | $ 0 |
Earnings per Share (Details Tex
Earnings per Share (Details Textual) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Nov. 26, 2022 | Nov. 27, 2021 | Nov. 26, 2022 | Nov. 27, 2021 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive stock-based awards excluded from computation of diluted earnings per share (in shares) | 1.6 | 2.9 | 2 | 2.9 |
Supplemental Cash Flow Inform_2
Supplemental Cash Flow Information (Details) - USD ($) | 9 Months Ended | |
Nov. 26, 2022 | Nov. 27, 2021 | |
Asset Acquisition [Line Items] | ||
Income taxes paid | $ 4,300,000 | $ 4,000,000 |
Interest payments | 40,100,000 | 34,500,000 |
Accrual for capital expenditures | 0 | 39,100,000 |
Accrual for dividends payable | 300,000 | $ 900,000 |
Furniture and Fixtures, Held Under Finance Lease | ||
Asset Acquisition [Line Items] | ||
Property and equipment, gross | $ 25,900,000 |
Restructuring and Transformat_2
Restructuring and Transformation Initiative Expenses (Details) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 31, 2022 store | Nov. 26, 2022 USD ($) store | Nov. 27, 2021 USD ($) store | Nov. 26, 2022 USD ($) | Nov. 27, 2021 USD ($) store | Feb. 26, 2022 USD ($) store | Feb. 27, 2021 store | |
Fiscal 2022 Restructuring Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring accrual | $ 32.9 | $ 32.9 | $ 15 | ||||
Number of stores closed | store | 150 | 6 | |||||
Store closure costs | $ 1.4 | ||||||
Fiscal 2022 Restructuring Charges | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 54.1 | 131.4 | |||||
Fiscal 2022 Restructuring Charges | Other Restructuring | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 26.1 | 62.6 | |||||
Fiscal 2022 Restructuring Charges | Other Restructuring | Cost of Sales | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 8.6 | 7.4 | |||||
Fiscal 2022 Restructuring Charges | Store Closures and Other Transformation Initiatives | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 45.5 | 123.8 | |||||
Fiscal 2022 Restructuring Charges | Severance Costs | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 3.9 | ||||||
Fiscal 2022 Restructuring Charges | Severance Costs | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 7.9 | 42.9 | |||||
Fiscal 2022 Restructuring Charges | Lease and Other Costs | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | $ 11.5 | $ 18.3 | |||||
Fiscal 2021 Restructuring Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of stores closed | store | 207 | ||||||
Store closure costs | $ 6.9 | $ 28.3 | |||||
Fiscal 2021 Restructuring Charges | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 47.3 | 226.5 | |||||
Fiscal 2021 Restructuring Charges | Other Restructuring | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 34.3 | 71.1 | |||||
Fiscal 2021 Restructuring Charges | Other Restructuring | Cost of Sales | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | 6.1 | 127.1 | |||||
Fiscal 2021 Restructuring Charges | Store Closures and Other Transformation Initiatives | Restructuring Charges And Transformation Initiative Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Transformation costs | $ 41.2 | $ 99.4 | |||||
Fiscal 2021 Restructuring Charges related to Store Fleet Optimization | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of stores closed | store | 5 | 26 | |||||
Fiscal 2020 Restructuring Charges | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of stores closed | store | 144 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | 12 Months Ended | ||||
May 12, 2019 | Feb. 27, 2021 USD ($) | Oct. 14, 2020 case | Aug. 14, 2020 case | Apr. 21, 2019 USD ($) | |
Related Party Transaction [Line Items] | |||||
Settlement payment | $ | $ 1,500,000 | ||||
Amount to refine compliance program | $ | $ 171,000 | ||||
Compliance program term | 36 months | ||||
Aggregate payroll installment payments | 3 | ||||
Payroll installment payment period | 3 years | ||||
Co-Founders | |||||
Related Party Transaction [Line Items] | |||||
Supplemental pension payments specified per year | $ | $ 200,000 | ||||
Vitiello V. Bed Bath & Beyond Inc., Et Al. And Kirkland V. Bed Bath & Beyond Inc., Et Al. | |||||
Related Party Transaction [Line Items] | |||||
Number of derivative cases | case | 2 | ||||
Salu V. Tritton, Et Al., Grooms V. Tritton, Et Al., And Mantia V. Fleming, Et Al. | |||||
Related Party Transaction [Line Items] | |||||
Number of derivative cases | case | 3 | ||||
Grooms V. Tritton, Et Al., And Mantia V. Fleming, Et Al. | |||||
Related Party Transaction [Line Items] | |||||
Number of derivative cases | case | 2 |