-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, V0xSxqQb8+BSNp5luoWC09Dh2jsIY1WD4DdffKDrgNRDLaWpnL2YZSxKtXCvf9Iw r1hEZHVP+DBILsEqvRLxrg== 0000950123-01-000169.txt : 20010123 0000950123-01-000169.hdr.sgml : 20010123 ACCESSION NUMBER: 0000950123-01-000169 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20001125 FILED AS OF DATE: 20010109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BED BATH & BEYOND INC CENTRAL INDEX KEY: 0000886158 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOME FURNITURE, FURNISHINGS & EQUIPMENT STORES [5700] IRS NUMBER: 112250488 STATE OF INCORPORATION: NY FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-20214 FILM NUMBER: 1504556 BUSINESS ADDRESS: STREET 1: 650 LIBERTY AVENUE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 2013791520 MAIL ADDRESS: STREET 1: 715 MORRIS AVENUE CITY: SPRINGFIELD STATE: NJ ZIP: 07081 10-Q 1 y44197e10-q.txt BED BATH & BEYOND INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 25, 2000 COMMISSION FILE NUMBER 0-20214 BED BATH & BEYOND INC. ----------------------------------------------------- (Exact name of registrant as specified in its charter) NEW YORK 11-2250488 -------- ---------- (State of incorporation) (I.R.S. Employer Identification No.) 650 LIBERTY AVENUE, UNION, NEW JERSEY 07083 ------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (908) 688-0888 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- ----- NUMBER OF SHARES OUTSTANDING OF THE ISSUER'S COMMON STOCK: CLASS OUTSTANDING AT NOVEMBER 25, 2000 Common Stock - $0.01 par value 285,745,226 2 BED BATH & BEYOND INC. AND SUBSIDIARIES INDEX
PAGE NO. ------- PART I - FINANCIAL INFORMATION Consolidated Balance Sheets November 25, 2000 and February 26, 2000 3 Consolidated Statements of Earnings Three Months and Nine Months Ended November 25, 2000 and November 27, 1999 4 Consolidated Statements of Cash Flows Nine Months Ended November 25, 2000 and November 27, 1999 5 Notes to Consolidated Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-9 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 10 Exhibit Index 11
-2- 3 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT PER SHARE DATA)
November 25, February 26, 2000 2000 ----------- ----------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 140,861 $ 144,031 Merchandise inventories 687,143 470,433 Prepaid expenses and other current assets 38,886 32,904 ---------- ---------- Total current assets 866,890 647,368 ---------- ---------- Property and equipment, net 288,150 208,911 Other assets 11,440 9,521 ---------- ---------- $1,166,480 $ 865,800 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 270,045 $ 145,114 Accrued expenses and other current liabilities 131,398 108,079 Income taxes payable 17,509 33,590 ---------- ---------- Total current liabilities 418,952 286,783 ---------- ---------- Deferred rent 22,450 19,972 ---------- ---------- Total liabilities 441,402 306,755 ---------- ---------- Shareholders' equity: Preferred stock - $0.01 par value; authorized - 1,000 shares; no shares issued or outstanding -- -- Common stock - $0.01 par value; authorized -350,000 shares; issued and outstanding - November 25, 2000, 285,745 shares and February 26, 2000, 280,812 shares 2,857 2,808 Additional paid-in capital 153,371 94,994 Retained earnings 568,850 461,243 ---------- ---------- Total shareholders' equity 725,078 559,045 ---------- ---------- $1,166,480 $ 865,800 ========== ==========
See accompanying Notes to Consolidated Financial Statements. -3- 4 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (IN THOUSANDS, EXCEPT PER SHARE DATA) (UNAUDITED)
Three Months Ended Nine Months Ended ---------------------------- ---------------------------- November 25, November 27, November 25, November 27, 2000 1999 2000 1999 ----------- ----------- ----------- ----------- Net sales $ 609,519 $ 486,457 $1,669,255 $1,303,415 Cost of sales, including buying, occupancy and indirect costs 363,452 289,673 994,343 774,847 ---------- ---------- ---------- ---------- Gross profit 246,067 196,784 674,912 528,568 Selling, general and administrative expenses 181,475 146,177 503,972 396,366 ---------- ---------- ---------- ---------- Operating profit 64,592 50,607 170,940 132,202 Interest income 2,072 1,371 5,465 3,596 ---------- ---------- ---------- ---------- Earnings before provision for income taxes 66,664 51,978 176,405 135,798 Provision for income taxes 25,999 20,271 68,798 52,961 ---------- ---------- ---------- ---------- Net earnings $ 40,665 $ 31,707 $ 107,607 $ 82,837 ========== ========== ========== ========== Net earnings per share - Basic $ 0.14 $ 0.11 $ 0.38 $ 0.30 Net earnings per share - Diluted $ 0.14 $ 0.11 $ 0.37 $ 0.29 Weighted average shares outstanding - Basic 284,237 280,359 282,944 279,657 Weighted average shares outstanding - Diluted 294,164 288,345 291,828 288,251
See accompanying Notes to Consolidated Financial Statements. -4- 5 BED BATH & BEYOND INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS, UNAUDITED)
Nine Months Ended ---------------------------- November 25, November 27, 2000 1999 ----------- ----------- Cash Flows from Operating Activities: Net earnings $ 107,607 $ 82,837 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 32,796 22,367 Tax benefit from exercise of stock options 31,947 8,394 Deferred income taxes (5,798) (3,761) Increase in assets: Merchandise inventories (216,710) (162,096) Prepaid expenses and other current assets (925) (5,203) Other assets (1,178) (1,994) Increase (decrease) in liabilities: Accounts payable 124,931 102,627 Accrued expenses and other current liabilities 23,319 34,480 Income taxes payable (16,081) 4,173 Deferred rent 2,478 2,711 --------- --------- Net cash provided by operating activities 82,386 84,535 --------- --------- Cash Flows from Investing Activities: Capital expenditures (112,035) (74,291) --------- --------- Net cash used in investing activities (112,035) (74,291) --------- --------- Cash Flows from Financing Activities: Proceeds from exercise of stock options 26,479 6,995 --------- --------- Net cash provided by financing activities 26,479 6,995 --------- --------- Net (decrease) increase in cash and cash equivalents (3,170) 17,239 Cash and cash equivalents: Beginning of period 144,031 90,396 --------- --------- End of period $ 140,861 $ 107,635 ========= =========
See accompanying Notes to Consolidated Financial Statements. -5- 6 BED BATH & BEYOND INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1) BASIS OF PRESENTATION The accompanying consolidated financial statements, except for the February 26, 2000 consolidated balance sheet, have been prepared without audit. In the opinion of Management, the accompanying consolidated financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position of Bed Bath & Beyond Inc. and subsidiaries (the "Company") as of November 25, 2000 and February 26, 2000 and the results of their operations for the three months and nine months ended November 25, 2000 and November 27, 1999, respectively, and their cash flows for the nine months ended November 25, 2000 and November 27, 1999, respectively. Because of the seasonality of the specialty retailing business, operating results of the Company on a quarterly basis may not be indicative of operating results for the full year. The accompanying unaudited consolidated financial statements are presented in accordance with the requirements for Form 10-Q and consequently do not include all the disclosures normally required by generally accepted accounting principles. Reference should be made to Bed Bath & Beyond Inc.'s Annual Report for the fiscal year ended February 26, 2000 for additional disclosures, including a summary of the Company's significant accounting policies. 2) STOCK SPLIT In July 2000, the Board of Directors approved a two-for-one split of the Company's common stock effected in the form of a 100% stock dividend. The stock dividend was distributed on August 11, 2000 to shareholders of record on July 28, 2000. Accordingly, all shareholders' equity, share and per share amounts for all periods presented have been retroactively adjusted to give effect to the stock split. 3) NEW ACCOUNTING PRONOUNCEMENTS The FASB Emerging Issues Task Force ("EITF") reached a consensus with respect to the issue of "Accounting for Certain Sales Incentives", including point of sale coupons, rebates and free merchandise. The concensus provides that the value of point of sale coupons and rebates, which result in a reduction of the price paid by the customer, should be recorded as a reduction of sales, and free merchandise incentives should be recorded as cost of sales. The Company plans to adopt the concensus in the fourth quarter of the current fiscal year. The Company currently records its point of sale coupons and rebates in cost of sales and free merchandise incentives in sales. The reclassifications will not have an impact on gross profit, operating profit or net earnings. The EITF also reached a consensus with respect to the issue of "Accounting for Shipping and Handling Fees and Costs". The consensus provides that amounts billed to a customer in a sale transaction related to shipping and handling represent revenues. The Company currently nets such revenues and costs in selling, general and administrative expenses ("SG&A") and, upon adoption, will reclassify such shipping and handling revenues to sales and shipping and handling costs to cost of sales. While Management does not believe the amount of such reclassifications related to shipping and handling fees and costs is material, the Company plans to adopt the consensus in the fourth quarter of the current fiscal year. The reclassifications will not have an impact on operating profit or net earnings. -6- 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Three Months November 25, 2000 vs. Three Months November 27, 1999 Net sales for the third quarter ended November 25, 2000 were $609.5 million, an increase of $123.1 million or approximately 25.3% over net sales of $486.5 million for the corresponding quarter last year. Approximately 84.8% of the increase was attributable to new store net sales. The increase in comparable store net sales in the third quarter of 2000 was approximately 4.2%. The increase in net sales reflects a number of factors, including but not limited to, the continued consumer acceptance of the Company's merchandise offerings and customer service and the generally favorable retailing environment. Approximately 55% and 45% of net sales for the third quarter were attributable to sales of domestics merchandise and home furnishings merchandise, respectively. Gross profit for the third quarter of 2000 was $246.1 million or 40.4% of net sales compared with $196.8 million or 40.5% of net sales during the third quarter of 1999. SG&A was $181.5 million in the third quarter of 2000 compared with $146.2 million in the same quarter last year and as a percentage of net sales were 29.8% and 30.0%, respectively. The decrease in SG&A, as a percentage of net sales, primarily reflects a decrease in costs associated with new store openings and in occupancy costs, which were partially offset by an increase in payroll and payroll related items. Nine Months November 25, 2000 vs. Nine Months November 27, 1999 Net sales for the nine months ended November 25, 2000 were $1.7 billion, an increase of $365.8 million or approximately 28.1% over net sales of $1.3 billion for the corresponding period last year. Approximately 83.1% of the increase was attributable to new store net sales. The increase in comparable store net sales for the first nine months of 2000 was approximately 5.1%. Gross profit for the first nine months of 2000 was $674.9 million or 40.4% of net sales compared with $528.6 million or 40.6% of net sales during the same period last year. The decrease in gross profit, as a percentage of net sales, as compared to the same period a year ago, was attributable to a number of factors, including a different mix of sales as well as a continued emphasis on providing value pricing to the customer. SG&A was $504.0 million in the first nine months of 2000 compared with $396.4 million for the same period last year and as a percentage of net sales were 30.2% and 30.4%, respectively. The decrease in SG&A, as a percentage of net sales, primarily reflects a decrease in costs associated with new store openings and in occupancy costs, which were partially offset by an increase in payroll and payroll related items. -7- 8 EXPANSION PROGRAM The Company is engaged in an ongoing expansion program involving the opening of new stores in both existing and new markets and the expansion or replacement of existing stores with larger stores. As a result of this program, the total number of stores has increased to 309 stores at the end of the third quarter of 2000 compared with 237 stores at the end of the corresponding quarter last year. Total square footage grew to approximately 12.1 million square feet at the end of the third quarter of 2000, from approximately 9.7 million square feet at the end of the third quarter of last year. The total number of stores and the total square footage does not include the Company's electronic service site which was launched on November 28, 1999. During the first nine months of fiscal 2000, the Company opened 68 new superstores and expanded two existing stores resulting in an aggregate addition of approximately 2.3 million square feet to total store space. The Company anticipates opening approximately two additional stores by the end of the fiscal year, aggregating approximately .1 million additional square feet of store space for the year. FINANCIAL CONDITION Total assets at November 25, 2000 were $1.2 billion compared with $865.8 million at February 26, 2000, an increase of $300.7 million. Of the total increase, $219.5 million represented an increase in current assets and $81.2 million represented an increase in non-current assets. The increase in current assets was primarily attributable to an increase in merchandise inventories, which resulted from new store space and, to a lesser extent, changes in merchandising mix. Total liabilities at November 25, 2000 were $441.4 million compared with $306.8 million at February 26, 2000, an increase of $134.6 million. The increase was primarily attributable to an increase in accounts payable, resulting from an increase in inventories. Shareholders' equity was $725.1 million at November 25, 2000 compared with $559.0 million at February 26, 2000. The increase reflects net earnings for the first nine months of fiscal 2000 and additional paid-in capital from the exercise of stock options. Capital expenditures for the first nine months of fiscal 2000 were $112.0 million compared with $74.3 million for the corresponding period last year. The increase is primarily attributable to expenditures for furniture, fixtures and leasehold improvements for the 68 new superstores opened and two stores expanded during the first nine months, compared to furniture, fixtures and leasehold improvements for the 51 new superstores opened and four stores expanded in the same period last year, as well as the cost of store renovations and information technology additions. The Company believes that it will be able to finance both its normal operations and its expansion program for the foreseeable future through internally generated funds. -8- 9 FORWARD LOOKING STATEMENTS This Form 10-Q may contain forward looking statements. Important factors which may affect these statements are contained in the Company's Annual Report to shareholders for the fiscal year ended February 26, 2000. -9- 10 PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) The exhibits to this report are listed on the Exhibit Index included elsewhere herein. (b) No reports on Form 8-K were filed by the Company during the three month period ended November 25, 2000. Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. BED BATH & BEYOND INC. ---------------------- (Registrant) Date: January 9, 2001 By: /s/ Eugene A. Castagna --------------------------------- Eugene A. Castagna Vice President-Finance and Principal Accounting Officer -10- 11 EXHIBIT INDEX
Exhibit No. Exhibit Page No. - ---------- ------- -------- 10.1 Amendment to Employment Agreement 12-14 Dated as of June 30, 2000 between Bed Bath & Beyond Inc. and Warren Eisenberg 10.2 Amendment to Employment Agreement 15-17 Dated as of June 30, 2000 between Bed Bath & Beyond Inc. and Leonard Feinstein 27 Financial Data Schedule 18 (Filed electronically with SEC only)
-11- EX-10.1 2 y44197ex10-1.txt AMENDMENT TO EMPLOYMENT AGREEMENT 1 Exhibit 10.1 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Dated as of June 30, 1997 Bed Bath & Beyond Inc., a New York corporation (the "Company"), and Warren Eisenberg (the "Executive"), are parties to an Employment Agreement dated as of June 30, 1997 (the "Agreement"). The Company and the Executive have agreed to amend the Agreement as follows: A. Section 5 of the Agreement is amended by inserting "(a)" before the current text of Section 5 and is further amended by adding the following: (b) In addition, the Executive shall be entitled to payments in the nature of supplemental pension payments at the rate of $200,000 (or such higher amount resulting from the annual COLA Adjustment described below) per year, payable in accordance with the regular payroll practices of the Company, for the period following the termination of his employment until the death of the survivor of the Executive and his current spouse, such payments, however, to begin only following the later of: (i) the termination of any salary payments (including, without limitation, any salary continuation payments contemplated under Section 7(d)(ii), if applicable);and (ii) the 10th anniversary of the Final Date if the Executive receives a lump sum payment pursuant to Section 7(d)(ii) or Section 8(b)). Such supplemental pension payments shall be payable upon the termination of the Executive's employment under all circumstances (including, but not limited to, a termination pursuant to Section 7(a)) other than termination by the Company for Cause. The -12- 2 amount of such supplemental pension payments shall be increased (the "COLA Adjustment") during each year the supplemental pension payments are payable by an amount which reflects any increase in the cost of living on the immediately preceding June 30th over the cost of living on June 30, 2000, using as a basis for such increase the Consumer Price Index for all Urban Consumers (CPI-U) for New York, Northern New Jersey-Long Island, as published by the U.S. Department of Labor (the "Index") or, in the event such Index is no longer published, such other index as is determined in good faith to be comparable by the board of directors of the Company. The COLA Adjustment shall be made each July 1st and shall remain applicable until the next June 30th. The Executive acknowledges that the Company's obligation under Section 5(b) is an unfunded, unsecured promise to pay certain amounts to the Executive in the future. The amounts payable under Section 5(b) shall be paid out of the Company's general assets and shall be subject to the risk of the Company's creditors. In no event shall the Executive's rights under Section 5(b) be greater than the right of any unsecured general creditor of the Company. B. Section 7(e) is amended to read in its entirety as follows: (e) Except with regard to a voluntary termination described in Section 8(b), in the event of a termination of employment by the Executive on his own initiative other than a termination otherwise provided for in this Section 7, the Executive shall have the same entitlements as provided in Section 7(c)(iii) for a termination for Cause and, in addition, he shall be afforded continued participation, subject to provisos set forth in (x), (y) and (z) of Section 7(d)(ii), in all medical, dental, hospitalization and life insurance coverage and any other employment benefit plans or programs in which he was participating on the date of termination of his -13- 3 employment until the earlier of (A) the tenth anniversary of the termination of employment or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis). C. As amended as set forth above, the Agreement is confirmed as being in full force and effect. This Amendment No. 1 is dated as of June 30, 2000. BED BATH & BEYOND INC. By: /s/ Steven H. Temares ------------------------------- Steven H. Temares President THE EXECUTIVE: /s/ Warren Eisenberg ------------------------------- Warren Eisenberg -14- EX-10.2 3 y44197ex10-2.txt AMENDMENT TO EMPLOYMENT AGREEMENT 1 Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT Dated as of June 30, 1997 Bed Bath & Beyond Inc., a New York corporation (the "Company"), and Leonard Feinstein (the "Executive"), are parties to an Employment Agreement dated as of June 30, 1997 (the "Agreement"). The Company and the Executive have agreed to amend the Agreement as follows: A. Section 5 of the Agreement is amended by inserting "(a)" before the current text of Section 5 and is further amended by adding the following: (b) In addition, the Executive shall be entitled to payments in the nature of supplemental pension payments at the rate of $200,000 (or such higher amount resulting from the annual COLA Adjustment described below) per year, payable in accordance with the regular payroll practices of the Company, for the period following the termination of his employment until the death of the survivor of the Executive and his current spouse, such payments, however, to begin only following the later of: (i) the termination of any salary payments (including, without limitation, any salary continuation payments contemplated under Section 7(d)(ii), if applicable); and (ii) the 10th anniversary of the Final Date if the Executive receives a lump sum payment pursuant to Section 7(d)(ii) or Section 8(b)). Such supplemental pension payments shall be payable upon the termination of the Executive's employment under all circumstances (including, but not limited to, a termination pursuant to Section 7(a)) other than termination by the Company for Cause. The amount of such -15- 2 supplemental pension payments shall be increased (the "COLA Adjustment") during each year the supplemental pension payments are payable by an amount which reflects any increase in the cost of living on the immediately preceding June 30th over the cost of living on June 30, 2000, using as a basis for such increase the Consumer Price Index for all Urban Consumers (CPI-U) for New York, Northern New Jersey-Long Island, as published by the U.S. Department of Labor (the "Index") or, in the event such Index is no longer published, such other index as is determined in good faith to be comparable by the board of directors of the Company. The COLA Adjustment shall be made each July 1st and shall remain applicable until the next June 30th. The Executive acknowledges that the Company's obligation under Section 5(b) is an unfunded, unsecured promise to pay certain amounts to the Executive in the future. The amounts payable under Section 5(b) shall be paid out of the Company's general assets and shall be subject to the risk of the Company's creditors. In no event shall the Executive's rights under Section 5(b) be greater than the right of any unsecured general creditor of the Company. B. Section 7(e) is amended to read in its entirety as follows: (e) Except without regard to a voluntary termination described in Section 8(b), in the event of a termination of employment by the Executive on his own initiative other than a termination otherwise provided for in this Section 7, the Executive shall have the same entitlements as provided in Section 7(c)(iii) for a termination for Cause and, in addition, he shall be afforded continued participation, subject to provisos set forth in (x), (y) and (z) of Section 7(d)(ii), in all medical, dental, hospitalization and life insurance coverage and any other employment benefit plans or programs in which he was participating on the date of termination of his -16- 3 employment until the earlier of (A) the tenth anniversary of the termination of employment or (B) the date, or dates, he receives equivalent coverage and benefits under the plans and programs of a subsequent employer (such coverages and benefits to be determined on a coverage-by-coverage, or benefit-by-benefit, basis). C. As amended as set forth above, the Agreement is confirmed as being in full force and effect. This Amendment No. 1 is dated as of June 30, 2000. BED BATH & BEYOND INC. By: /s/ Steven H. Temares -------------------------------- Steven H. Temares President THE EXECUTIVE: /s/ Leonard Feinstein ------------------------------- Leonard Feinstein -17- EX-27 4 y44197ex27.txt FINANCIAL DATA SCHEDULE
5 This schedule contains summary financial information extracted from the Consolidated Balance Sheet as of November 25, 2000 and the Consolidated Statement of Earnings for the nine months ended November 25, 2000, and is qualified in its entirety by reference to such financial statements. 9-MOS MAR-03-2001 FEB-27-2000 NOV-25-2000 140,861 0 0 0 687,143 866,890 432,789 (144,639) 1,166,480 418,952 0 0 0 2,857 722,221 1,166,480 1,669,255 1,669,255 994,343 994,343 503,972 0 (5,465) 176,405 68,798 107,607 0 0 0 107,607 .38 .37
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