Item 7.01. Regulation FD Disclosure.
On June 21, 2023, the Company filed with the Bankruptcy Court its monthly
operating report for the period ended May 27, 2023 (the "Monthly Operating
Report"). The Monthly Operating Report is attached hereto as Exhibit 99.1. This
Current Report on Form 8-K (including the exhibits hereto) will not be deemed an
admission as to the materiality of any information required to be disclosed
solely by Regulation FD. The Monthly Operating Report, monthly operating reports
filed on behalf of each of the other Company Parties, and other filings with the
Bankruptcy Court related to the Chapter 11 Cases may be available electronically
at https://restructuring.ra.kroll.com/bbby/.
The information contained in this Item 7.01 and in Exhibit 99.1 shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), or otherwise subject to the
liabilities of that section, and shall not be deemed to be incorporated by
reference into any of the Company's filings under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the date hereof and
regardless of any general incorporation language in such filings, except to the
extent expressly set forth by specific reference in such a filing.
Cautionary Statement Regarding the Monthly Operating Report
The Company cautions investors and potential investors not to place undue
reliance upon the information contained in the Monthly Operating Report, which
was not prepared for the purpose of providing the basis for an investment
decision relating to any of the securities of the Company. The Monthly Operating
Report is limited in scope, covers a limited time period and has been prepared
solely for the purpose of complying with the monthly reporting requirements of
the Bankruptcy Court. The Monthly Operating Report was not audited or reviewed
by independent accountants, was not prepared in accordance with generally
accepted accounting principles in the United States, is in a format prescribed
by applicable bankruptcy laws or rules and is subject to future adjustment and
reconciliation. There can be no assurance that, from the perspective of an
investor or potential investor in the Company's securities, the Monthly
Operating Report is complete. The Monthly Operating Report also contains
information for periods which are shorter or otherwise different from those
required in the Company's reports pursuant to the Exchange Act, and such
information might not be indicative of the Company's financial condition or
operating results for the period that would be reflected in the Company's
financial statements or in its reports pursuant to the Exchange Act. Results set
forth in the Monthly Operating Report should not be viewed as indicative of
future results.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain certain
"forward-looking statements." All statements other than statements of historical
fact are "forward-looking" statements for purposes of the U.S. federal and state
securities laws. These statements may be identified by the use of
forward-looking terminology such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intend," "may," "might," "our vision," "plan,"
"potential," "preliminary," "predict," "should," "will," or "would" or the
negative thereof or other variations thereof or comparable terminology. These
forward-looking statements are subject to a number of factors and uncertainties
that could cause the Company's actual results to differ materially from those
expressed in or contemplated by the forward-looking statements. Such factors
include, but are not limited to: risks attendant to the bankruptcy process,
including the Company's ability to obtain court approval from the Bankruptcy
Court with respect to requests made to the Bankruptcy Court throughout the
course of the Chapter 11 Cases; the effects of the Chapter 11 Cases, including
increased legal and other professional costs necessary to execute the Company's
Chapter 11 Cases, on the Company's liquidity (including the availability of
operating capital during the pendency of the Chapter 11 Cases), results of
operations or business prospects; the effects of the Chapter 11 Cases on the
interests of various constituents and financial stakeholders; the length of time
that the Company will operate under Chapter 11 protection and the continued
availability of operating capital during the pendency of the Chapter 11 Cases;
objections to the Company's restructuring process, any senior secured
super-priority debtor in possession term loan facilities, or other pleadings
2
--------------------------------------------------------------------------------
filed that could protract the Chapter 11 Cases; risks associated with
third-party motions in the Chapter 11 Cases; Bankruptcy Court rulings in the
Chapter 11 Cases and the outcome of the Chapter 11 Cases in general; the
Company's ability to comply with the restrictions imposed by the terms and
conditions of its financing arrangements; employee attrition and the Company's
ability to retain senior management and other key personnel due to the
distractions and uncertainties; the Company's ability to maintain relationships
with suppliers, customers, employees and other third parties and regulatory
authorities as a result of the Chapter 11 Cases; the impact and timing of any
cost-savings measures and related local law requirements in various
jurisdictions; risks relating to the delisting of the Common Stock from Nasdaq
and quotation of the Company's common stock; the effectiveness of the Company's
internal control over financial reporting and disclosure controls and
procedures, and the potential for additional material weaknesses in the
Company's internal controls over financial reporting or other potential
weaknesses of which the Company is not currently aware or which have not been
detected; the impact of litigation and regulatory proceedings; the impact and
timing of any cost-savings measures. These risks and uncertainties may cause the
Company's actual results, performance, liquidity or achievements to differ
materially from any future results, performance, liquidity or achievements
expressed or implied by these forward-looking statements. For a further list and
description of such risks and uncertainties, please refer to the Company's
filings with the SEC that are available at www.sec.gov. The Company cautions you
that the list of important factors included in the Company's SEC filings may not
contain all of the material factors that are important to you. In addition, in
light of these risks and uncertainties, the matters referred to in the
forward-looking statements contained in this report may not in fact occur. The
Company undertakes no obligation to publicly update or revise any
forward-looking statement, including any projections, as a result of new
information, future events or otherwise, except as otherwise required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Monthly Operating Report of Bed Bath and Beyond, Inc. for the period
ended May 27, 2023 filed with the U.S. Bankruptcy Court for the District
of New Jersey.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
3
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses