UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended February 3, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ------------- to -----------
Commission file number 1-7288
The Bombay Company, Inc.
(Exact name of registrant as specified in its charter)
A Delaware Corporation 75-1475223
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
550 Bailey Avenue, Suite 700
Fort Worth, Texas 76107
(Address of principal executive (Zip Code)
offices)
(Registrant's telephone number, including area code)
(817) 347-8200
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange
on Which Registered
------------------- --------------------
Common Stock, Par Value, New York Stock Exchange
$1 Per Share
Securities registered pursuant to
Section 12(g) of the Act:
NONE
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
----- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
The aggregate market value of the voting stock held by
nonaffiliates of the registrant based on the closing price of the
stock on April 15, 1996 was approximately $406,981,346.
Shares outstanding at April 15,1996: Common Stock, $1 Par
Value: 37,423,572
DOCUMENTS INCORPORATED BY REFERENCE:
(a) Portions of the Annual Report to Shareholders for the
Fiscal Year Ended February 3, 1996 (as expressly incorporated by
reference in Parts I, II, and IV).
(b) Portions of the Definitive Proxy Statement for the Annual
Meeting to be held May 16, 1996 (as expressly incorporated by
reference in Part III).
Form 10-K
PART I
ITEM 1. Business.
General
-------
The Bombay Company, Inc. (the "Company") is a specialty
retailer which markets lifestyle furniture, prints and
accessories through a network of 434 retail stores in the United
States and Canada. For financial information by geographic
areas, see Note 7 of Notes to Consolidated Financial Statements,
located on page 21 of the 1995 Annual Report to Shareholders,
filed as Exhibit 13 to this Form 10-K Annual Report. Such
Exhibit is incorporated herein by reference.
<F7>
Merchandise Sales, Purchasing and Distribution
----------------------------------------------
Bombay products internally designed or styled represent
approximately 95% of total sales. New products are introduced
each year, with over 1,500 new items introduced in fiscal year
1995. The fiscal 1995 sales mix consisted of: 47% furniture, 27%
accessories, 17% wall decor (principally prints, mirrors and
sconces) and 9% lamps and other categories.
Merchandise is manufactured to Company specifications through
a network of manufacturers located principally in Asia, the
United States, Canada, Mexico and South America. Approximately
60% of production needs are provided from overseas sources.
Branch offices located in Taiwan and Malaysia, and agents in
various countries coordinate production requirements with
manufacturers, provide technical expertise and ensure quality
standards are met.
Approximately 75% of the Company's merchandise requirements
are supplied by 35 contract manufacturers in seven countries.
Although no long-term production agreements exist with
manufacturers, there are long standing relationships with the
major vendors. Formal agreements with major manufacturers are in
place which prohibit production of proprietary products for any
other party. Additional manufacturing capacity and alternative
sources, both domestic and international, continue to be added
through new vendors and plant expansions by existing vendors.
Usually, it takes several months from the time a merchandise
order is placed with an overseas manufacturer until the goods are
received at centralized distribution centers. Order lead times
are slightly less for domestic manufacturers principally due to
shorter shipping time. Lead times can vary depending on
seasonality factors especially in months when factories are
producing at or near peak capacity to meet seasonal demands.
While overseas purchases are principally denominated in U.S.
dollars, significant foreign currency fluctuations could affect
landed cost.
Store inventories are replenished from four distribution
centers, three of which are located in the United States and one
in Canada. The Company replenishes the majority of store
inventories within 48 hours of receipt of a store order and
replenishes over 90% of stores within 72 hours.
Stores and Real Estate
----------------------
The stores offer a wide variety of attractively styled, ready-
to-assemble furniture, prints and accessories, with a strong
emphasis on value and quality. Significant attention is given to
visual merchandising in order to display products in the most
attractive setting. Stores are completely remerchandised several
times a year coincident with the mailing of each catalogue. To
accommodate the increasing number of products, the Company
introduced a large format Bombay store in late fiscal 1992. The
large format Bombay stores are approximately 4,000 square feet,
while the regular stores average 1,700 square feet. At February
3, 1996, 218 large format Bombay stores were in operation,
including 131 stores that have been converted from regular stores
since fiscal 1992. Over 90% of all stores are located in major
shopping malls. At February 3, 1996, stores were operating in 42
states in the United States and nine of ten provinces in Canada,
as illustrated in the map below.
{The paper version of the Annual Report on Form 10-K contains herein
a map of the United States and Canada with states and provinces
outlined, labeled with the appropriate number of Bombay stores
located in each, as follows:
United States:
WA - 8 OR - 3 CA - 50
NV - 3 UT - 3 AZ - 5
NM - 1 CO - 3 NE - 1
KS - 3 OK - 4 TX - 21
MN - 7 IA - 1 MO - 8
AR - 1 LA - 7 WI - 3
IL - 18 MS - 1 MI - 10
IN - 4 KY - 2 TN - 12
AL - 5 OH - 20 NH - 3
MA - 11 RI - 2 CT - 6
NY - 28 PA - 20 NJ - 15
DE - 3 MD - 11 DC - 2
WV - 1 VA - 15 NC - 9
SC - 4 GA - 13 FL - 31
Canada:
BC - 8 AB - 4 SK - 1
MB - 2 ON - 26 PQ - 9
NB - 3 NF - 1 NS - 2}
Bombay store locations by geographic
region are as follows: South 102
Northeast 94
Midwest 94
West 88
Canada 56
---
Total 434
COMPETITION
The home furnishings and decorative accessories market is
highly fragmented. The Company faces competition from furniture
stores, department stores and other specialty retailers.
However, direct competition with these stores is limited to some
extent because such stores are not principally focused on
lifestyle furnishings and household accessories at moderate
prices and do not offer the same broad selection. The Company
believes that it competes primarily on the basis of selection,
quality and value of merchandise.
EMPLOYEES
The Company has approximately 5,000 employees, which include
approximately 3,000 part-time employees and is not a party to any
union contract. Employee relations are considered to be good.
SEASONALITY
Operating results are subject to seasonal variation.
Historically, the largest proportion of sales and income occurs
in the fiscal quarter that includes December (the Christmas
season). Cash increases significantly in December due to the
Christmas business.
INTANGIBLES
The Company owns a number of copyright, trademark and
tradename registrations. Management considers these intangibles
to be valuable assets and defends them as necessary.
RISKS AND UNCERTAINTIES
All statements in this Annual Report on Form 10-K, including
those incorporated herein by reference, that do not reflect
historical information are forward looking statements made in
reliance upon the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Important factors that
could cause actual results to differ materially from those
discussed in such forward looking statements include, but are not
limited to, competition, economic downturns, dependence upon
product development, international business risks and seasonality
of business.
ITEM 2. Properties.
The Company owns its headquarters office complex, but all
stores and distribution centers are leased under numerous
operating leases, generally with 10 year terms. At February 3,
1996, owned and occupied office space was approximately 72,000
square feet, and leased distribution/office and retail space was
approximately 821,000 and 1,256,000 square feet, respectively.
Leased property consists of stores, distribution centers,
administrative offices, and various equipment, with leases
expiring between 1996 and 2006. Distribution facilities are
located in the Atlanta, Fort Worth, Philadelphia and Toronto
areas. Office facilities are located in the Fort Worth and
Toronto areas. Adequate insurance coverage is carried on all
leased properties.
For additional lease information, see Note 4 of Notes to
Consolidated Financial Statements, located on page 19 of the 1995
Annual Report to Shareholders, filed as Exhibit 13 to this Form
10-K Annual Report. Such Exhibit is incorporated herein by
reference.
<F4>
ITEM 3. Legal Proceedings.
The information in response to Item 3 is contained in Note 4
of Notes to Consolidated Financial Statements, located on page 19
of the 1995 Annual Report to Shareholders, filed as Exhibit 13 to
this Form 10-K Annual Report. Such Exhibit is incorporated
herein by reference.
<F4>
ITEM 4. Submission of Matters to a Vote of Security Holders.
There were no matters submitted to a vote of security holders
during the fourth quarter of the 1995 fiscal year.
PART II
ITEM 5. Market for the Registrant's Common Equity and Related
Stockholder Matters.
(a) The principal market for the registrant's common stock is
the New York Stock Exchange. The high and low trading prices are
contained in the section entitle "Price Range of Common
Stock," located on page 24 of the 1995 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual
Report. Such Exhibit is incorporated herein by reference.
<F3>
(b) The approximate number of record holders of common stock
on April 15, 1996 was 3,300.
(c) The Company has bank credit agreements with restrictions
related to payment of dividends. The Company has not paid
dividends the past two years and will continue to utilize
available funds primarily for the expansion of its retail stores
and operating purposes.
ITEM 6. Selected Financial Data.
The selected financial and operating data in response to Item
6 is contained in the section entitled "Selected Financial
Data," located on page 10 of the 1995 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual
Report. Such Exhibit is incorporated herein by reference.
<F1>
ITEM 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.
The information in response to Item 7 is contained in the
section entitled "Management's Discussion and Analysis,"
located on pages 11 to 13 of the 1995 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual
Report. Such Exhibit is incorporated herein by reference.
<F2>
ITEM 8. Financial Statements and Supplementary Data.
The information in response to Item 8 is contained in the 1995
Annual Report to Shareholders, filed as Exhibit 13 to this Form
10-K Annual Report. Such Exhibit is incorporated herein by
reference. A cross-reference for location of the requested
information is below.
<TABLE>
<CAPTION>
Page Number(s) in
Annual Report*
-----------------
Financial Statements and Supplementary Data
-------------------------------------------
<S> <C>
Consolidated Statements of Operations for the Years Ended
February 3, 1996, July 3, 1994 and July 4, 1993 and the Seven
Months Ended January 28, 1995............................................14
Consolidated Balance Sheets at February 3, 1996, January 28,
1995 and July 3, 1994....................................................15
Consolidated Statements of Cash Flows for the Years Ended
February 3, 1996, July 3, 1994 and July 4, 1993 and the Seven
Months Ended January 28, 1995............................................16
Consolidated Statements of Stockholders' Equity for the Years
Ended February 3, 1996, July 3, 1994, July 4, 1993 and
and the Seven Months Ended January 28, 1995 .............................17
Notes to Consolidated Financial Statements .............................18-22
Report of Independent Accountants .........................................23
Unaudited Quarterly Financial Data ........................................24
<FN>
*The indicated pages of The Bombay Company, Inc. 1995 Annual
Report to Shareholders are filed as Exhibit 13 to this Annual
Report on Form 10-K. Such Exhibit is incorporated herein by
reference.
</TABLE>
ITEM 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures.
There have been no changes in or disagreements with accountants
on accounting or financial disclosures.
PART III
ITEM 10. Directors and Executive Officers of the Registrant.
The information required by this item appears under the
captions "Election of Directors", "Executive Officers of the
Company" and "Compliance with Section 16(a) of the Securities
Exchange Act of 1934" in the Definitive Proxy Statement of The
Bombay Company, Inc. relating to the Company's Annual Meeting of
Shareholders, which information is incorporated herein by
reference.
ITEM 11. Executive Compensation.
The information required by this item appears under the
captions "Executive Compensation" and "Compensation of Directors"
in the Definitive Proxy Statement of The Bombay Company, Inc.
relating to the Company's Annual Meeting of Shareholders, which
is incorporated herein by reference.
ITEM 12. Security Ownership of Certain Beneficial Owners and
Management.
The information required by this item appears under the
captions "Security Ownership" and "Certain Transactions" in the
Definitive Proxy Statement of The Bombay Company, Inc. relating
to the Company's Annual Meeting of Shareholders, which
information is incorporated herein by reference.
ITEM 13. Certain Relationships and Related Transactions.
The information required by this item appears under the
captions "Terms of Office; Relationships" and "Certain
Transactions" in the Definitive Proxy Statement of The Bombay
Company, Inc. relating to the Company's Annual Meeting of
Shareholders, which information is incorporated herein by
reference.
PART IV
ITEM 14. Exhibits, Financial Statement Schedules and Reports on
Form 8-K.
(a)The following documents are filed as a part of this Report
for The Bombay Company, Inc. and its subsidiaries:
(1)The financial statements as cross-referenced in Item 8 of
this Form 10-K Annual Report, together with the report
thereon of Price Waterhouse LLP dated March 6, 1996,
appearing in the accompanying 1995 Annual Report to
Shareholders are incorporated by reference in this Form
10-K Report. With the exception of the aforementioned
information and information incorporated in Items 1, 2, 3,
5, 6 and 7, the 1995 Annual Report to Shareholders is not
deemed filed as part of this Report. The following
financial statement schedule should be read in conjunction
with the financial statements in such 1995 Annual Report to
Shareholders. Financial statement schedules not included
in this Form 10-K Annual Report have been omitted because
they are not applicable or the required information is
shown in the financial statements or notes thereto.
(2)Financial Statement Schedule:
Report of Independent Accountants on Financial Statement
Schedule..................................................9
Schedule II-Valuation and Qualifying Accounts and Reserves
for the Years Ended February 3,1996, July 3, 1994 and
July 4,1993 and the Seven Months Ended January 28, 1995..11
(3) Exhibits:
A list of exhibits required to be filed as part of this
report is set forth in the Index to Exhibits, which
immediately precedes such exhibits, and is incorporated
herein by reference.
(b) Reports on Form 8-K.
No reports on Form 8-K were filed during the quarter ended
February 3, 1996.
<AUDIT-REPORT>
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of The Bombay Company, Inc.
Our audits of the consolidated financial statements referred
to in our report dated March 6, 1996, appearing on page 23 of
the 1995 Annual Report to Shareholders of The Bombay Company,
Inc. (which report and consolidated financial statements are
incorporated by reference in this Annual Report on Form 10-K)
also included an audit of the Financial Statement Schedule listed
in Item 14(a) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the
related consolidated financial statements.
PRICE WATERHOUSE LLP
Fort Worth, Texas
March 6, 1996
</AUDIT-REPORT>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
THE BOMBAY COMPANY, INC.
(Registrant)
Date: April 17, 1996 /s/ ROBERT E. M. NOURSE
----------------------------
Robert E. M. Nourse
President, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities and Exchange
Act of 1934, this has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
Name Position Date
---- -------- ----
/s/ CARSON R. THOMPSON Chairman of the Board April 19 , 1996
-----------------------
Carson R. Thompson
Director
-----------------------
Barbara Bass
Director
-----------------------
Edmund H. Damon
/s/ ROBERT S. JACKSON Director April 18, 1996
----------------------
Robert S. Jackson
Director
----------------------
A. Roy Megarry
/s/ CLAYTON E. NILES Director April 22, 1996
----------------------
Clayton E. Niles
/s/ ROBERT E. RUNICE Director April 25, 1996
----------------------
Robert E. Runice
Director
----------------------
Shirley Young
Executive Vice
President and
Chief Financial
/s/ JAMES E. HERLIHY Officer April 26, 1996
----------------------
James E. Herlihy
/s/ ELAINE D. CROWLEY Treasurer April 26, 1996
----------------------
Elaine D. Crowley
<TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(Dollars in Thousands)
<CAPTION>
Additions
------------------------
Charged to Charged to
Balance at Costs Other Balance at
Beginning and Accounts- Deductions- End of
Description of Period Expenses Describe Describe Period
----------- --------- ---------- --------- ----------- ----------
<S> <C> <C> <C> <C> <C>
Twelve Months Ended
July 3, 1994
-------------------
Store Conversion Reserve -
Asset Writedown $12,095 -- -- $3,669 (1) $8,426
Seven Months Ended
January 28, 1995
------------------
Store Conversion Reserve - $8,426 -- -- $1,473 (1) $6,953
Asset Writedown
Store Closing Reserve:
Asset Writedown $ -- $20,075 -- $928 (2) $19,147
Reserve:
Lease Obligations $ -- $19,475 -- -- $19,475
Employee Separations $ -- $1,450 -- $101 (3) $1,349
Twelve Months Ended
February 3, 1996
-------------------
Store Conversion Reserve -
Asset Writedown $6,953 -- -- $1,630 (1) $5,323
Store Closing Reserve:
Asset Writedown $19,147 -- -- $19,147 (2,5) $ --
Reserve:
Lease Obligations $19,475 -- -- $19,475 (4,5) $ --
Employee Separations $1,349 -- -- $1,349 (3,5) $ --
<FN>
(1)Primarily remaining book value of leasehold improvements of Bombay stores, written off
as they were converted to the large store format.
(2)Write-off of sold or disposed assets.
(3)Severance payments related to the closure of the Alex & Ivy division.
(4)Lease termination payments related to the closure of the Alex & Ivy division.
(5)Includes reversals of $952,000, $4,626,000 and $422,000 related to Asset Writedown, Lease
Obligations and Employee Separations, respectively, reflecting lower costs than originally
projected.
</TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Filed with the Annual Report on Form 10-K for the fiscal year
ended February 3, 1996.
Number Description
------ -----------
3(a) - Restated Certificate of Incorporation dated January 1,
1993 and Certificate of Amendment of the Restated
Certificate of Incorporation dated March 31, 1993 and
Bylaws, as amended and restated effective June 24,
1993. (1)
10(a) - The Bombay Company, Inc. 1986 Stock Option Plan. (2)
10(b) - Form of Stock Option Agreement used to evidence stock
options granted under The Bombay Company, Inc. 1986
Stock Option Plan. (3)
10(c) - Executive Officers Incentive Compensation Plan. (7)
10(d) - Form of Indemnification Agreement. (2)
10(e) - The Bombay Company, Inc. 1991 Director Stock Option
Plan. (4)
10(f) - Form of Director Stock Option Agreement used to
evidence stock option grants under The Bombay Company,
Inc. 1991 Director Stock Option Plan. (5)
10(g) - The Bombay Company, Inc. Supplemental Stock Program.
(5)
10(h) - Consulting Agreement dated April 1, 1991 between Carson
R. Thompson and the Registrant. (5)
10(i) - The Bombay Company, Inc. 1993 Stock Deferral Plan for
Non-Employee Directors. (6)
10(j) - Form of Executive Severance and Non-Competition
Agreement dated December 8, 1992 between Robert E. M.
Nourse, Aagje M. T. Nourse, and James E. Herlihy and
the Registrant. (1)
10(k) - Executive Long Term Disability Plan. (8)
10(l) - The Bombay Company, Inc. 1996 Long-Term Incentive Stock
Plan. (9)
13 - The Bombay Company, Inc. 1995 Annual Report to
Shareholders is filed as exhibit hereto solely to the
extent portions thereof are expressly incorporated
herein by reference.
22 - Subsidiaries of the Registrant. (8)
23 - Definitive Proxy Statement of the Company relating to
Annual Meeting of Shareholders (certain portions of
such Proxy Statement are incorporated herein by
reference and are identified by reference to caption in
the text of this report). (10)
24 - Consent of Independent Accountants.
-------------------------------
[FN]
(1) Filed with the Commission as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended July 4, 1993.
Such Exhibit is incorporated herein by reference.
(2) Filed with the Commission as an Exhibit to the Company's
Definitive Proxy Statement dated October 10, 1986, which Proxy
Statement was filed with the Commission as an Exhibit to the
Company's Annual Report on Form 10-K for the year ended June
30, 1986. Such Exhibit is incorporated herein by reference.
(3) Filed with the Co mmission as an Exhibit to the Company's
Registration Statement on Form S-2, No. 33-26807, filed
February 3, 1989. Such Exhibit is incorporated herein by
reference.
(4) Filed with the Commission as an Exhibit to the Company's
Definitive Proxy Statement dated October 8, 1991, which Proxy
Statement was filed with the Commission as an Exhibit to the
Company's Annual Report on Form 10-K for the year ended June
30, 1991. Such Exhibit is incorporated herein by reference.
(5) Filed with the Commission as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended June 28, 1992.
Such Exhibit is incorporated herein by reference.
(6) Filed with the Commission as an Exhibit to the Company's
Definitive Proxy Statement dated September 7, 1993, which
Proxy Statement was filed with the Commission as an Exhibit to
the Company's Annual Report on Form 10-K for the year ended
July 4, 1993. Such Exhibit is incorporated herein by
reference.
(7) Filed with the Commission as an Exhibit to the Company's
Definitive Proxy Statement dated September 2, 1994, which
Proxy Statement was filed with the Commission as an Exhibit
to the Company's Annual Report on Form 10-K for the year
ended July 3, 1994. Such Exhibit is incorporated herein by
reference.
(8) Filed with the Commission as an Exhibit to the Company's
Annual Report on Form 10-K for the year ended July 3, 1994.
Such Exhibit is incorporated herein by reference.
(9) Filed with the Commission as an Exhibit to the Company's
Definitive Proxy Statement dated May 16, 1996, which Proxy
Statement was filed with the Commission on April 3, 1996.
Such Exhibit is incorporated herein by reference.
(10)Filed with the Commission on April 3, 1996.
<F1>
<TABLE>
Selected Financial Data
The Bombay Company, Inc. and Subsidiaries
<CAPTION>
Year Seven Months Year Ended
Ended Ended -----------------------------------------
February 3 January 28 July 3 July 4 June 28 June 30
1996 1995 1994 1993 1992 1991
----------- ------------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
Financial Data:
Net sales(1) $345,399 $241,465 $317,452 $231,737 $176,023 $139,254
Net sales % increase (decrease) - %(7) 23% 37% 32% 26% 25%
Same store sales % increase (decrease) (9)%(7) (1)% 11% 11% 13% (2)%
Income (loss) from continuing operations(1) $12,393(2) $(14,714)(2) $ 22,895 $ 8,190(3) $ 9,602 $ 5,858
Income (loss) from continuing operations
per common share:(4)
Primary ...................... .33(2) (.39)(2) .60 .23(3) .29 .19
Fully diluted ................ .33(2) (.39)(2) .60 .23(3) .29 .19
Total assets(1) ............... 190,696 189,747 180,548 143,436 79,178 66,242
Long-term debt(1) ... ......... - - - - - 2,490
Stockholders' equity(1) ....... 152,468 134,810 147,006 115,818 59,114 47,257
Return on assets .............. 6.5% N/C(5) 14.4% 8.3% 13.2% 9.6%
Return on equity .............. 8.6% N/C(5) 17.4% 10.7% 18.1% 13.4%
Operating Data:
Average sales per store open for
full fiscal period(1) $765(7) N/C(6) $699 $604 $518 $453
Average sales per square foot . $263(7) N/C(6) $323 $340 $320 $288
Number of stores:
Beginning of year ............ 486 447 383 342 312 272
Opened ....................... 11 40 71 44 33 42
Closed ....................... 63 1 7 3 3 2
End of year .................. 434 486 447 383 342 312
Store composition:
Bombay - Regular ............. 216 230 268 328 336 309
Bombay - Large format ........ 218 198 141 46 3 -
Alex & Ivy ................... - 58 38 9 3 3
Retail square footage:(1)
Bombay - Regular ............. 371 396 457 553 547 504
Bombay - Large format ........ 885 810 565 180 11 -
Alex & Ivy ................... - 202 126 20 6 6
Total ........................ 1,256 1,408 1,148 753 564 510
The Company has paid no cash dividends during the periods presented.
<FN>
(1) In thousands.
(2) Includes pre-tax operations realignment costs of $50,000,000, equivalent to
$.80 per share in the Seven Month Period,
and credit of $6,000,000, equivalent to $.10 per share in Fiscal 1995.
(3) Includes pre-tax store conversion costs of $13,000,000, equivalent to $.22
per share.
(4) Adjusted to reflect all stock splits paid through December 31, 1993.
(5) Not comparable due to Seven Month Period and loss incurred.
(6) Not comparable. $773 per store and $304 per square foot, excluding Alex &
Ivy, for the twelve months ended January 28, 1995.
(7) Excludes the closed Alex & Ivy division; comparatives are based on twelve
month periods.
</TABLE>
<F2>
Management's Discussion and Analysis
General
Last year the Company changed its 52-53 week fiscal year to end the Saturday
nearest the end of January. Therefore, the financial statements are presented
for the 53 weeks ended February 3, 1996 ("Fiscal 1995"), the 30 weeks or seven
month period ended January 28, 1995 ("Seven Month Period"), the 52 week fiscal
year ended July 3, 1994 ("Fiscal 1994"), and the 53 week fiscal year ended
July 4, 1993 ("Fiscal 1993").
On January 13, 1995, the Company announced the closing of its Alex & Ivy
retail chain and established a $41 million pre-tax reserve. The closures were
completed as of May 10, 1995 at a cost $6 million less than what was initially
estimated. The Company now includes only the operations of its Bombay Company
retail stores. As such, the discussion of Fiscal 1995 results focuses primarily
on the on-going operations of Bombay. The discussion should be read in
conjunction with the Table below which summarizes four year comparable data for
the total Company and also presents Fiscal 1995 results and the comparable
twelve months excluding the closed Alex & Ivy division.
The greater percentage of sales and operating income is realized in the
quarter that includes December (Christmas season). Even though the precise
effect of inflation on operations cannot be accurately determined, management
does not believe inflation has a material impact on sales or results of
operations.
Net Sales
Sales for Fiscal 1995 declined $17.5 million primarily due to the closing of
the Alex & Ivy division. Fiscal 1995 and the twelve months ended January 28,
1995 include sales of $14.7 million and $31.5 million, respectively, from Alex &
Ivy operations. Net sales, excluding Alex & Ivy, were $330.7 million in Fiscal
1995 compared to $331.4 million during the comparable twelve months. The sales
decline for Bombay was the result of a 6% decrease in same store sales (stores
in existence for one year or more), including conversions, which was offset by
sales increases from new stores equal to 5%. Excluding conversions, same store
sales decreased 9%. The period showed a 1% decrease in the number of customer
transactions. However, the average sales per customer increased approximately $1
to $75 (excluding Alex & Ivy).
For the Seven Month Period, new stores were the most significant component of
the 23% sales increase. The same store sales of 7%, including conversions,
encompasses 58 stores that were converted to the large format within the last 12
months. Excluding the conversions, same store sales decreased 1%. The Seven
Month Period showed a 24% increase in the number of customer transactions but
the average sale per customer declined $1 to $72. Furniture sales increased
approximately 3% of the sales mix for the Seven Month Period.
The sales increase in Fiscal 1994 was attributable to new stores and increased
same store sales. Same store sales included 56 stores which were converted to a
large format during the past 12 months. Excluding these large format stores,
same store sales increased 11% for Fiscal 1994. Same store sales increased 15%
in the first six months and 6% in the last six months of Fiscal 1994. The sales
increase in Fiscal 1994 resulted from a 47% increase in customer transactions
while the average sale per customer decreased $6 to $73. The lower average sale
per customer reflects a change in sales mix. Accessories, which are generally
lower priced items, accounted for a 2% increase in the sales mix whereas
furniture declined approximately 1%. Geographically, all regions contributed
substantially to the positive sales increases in 1994 with the Southern Region
being the strongest performer during the past two years.
New store openings in Fiscal 1995, the Seven Month Period, and in Fiscal 1994
and 1993 were 11, 40, 71 and 44 with 63 (of which 58 were Alex & Ivy stores),
one, seven and three stores closing in each period, respectively. Bombay
converted 10 stores to the large format during Fiscal 1995. During the Seven
Month Period, Bombay opened 20 new stores and converted 38 stores to the larger
format and Alex & Ivy opened 20 new stores. In Fiscal 1994, a total of 95 large
format Bombay stores (39 new and 56 conversions) and 32 Alex & Ivy stores were
opened. During Fiscal 1993, a total of 43 large format Bombay stores were opened
(18 new and 25 conversions) while Alex & Ivy added six new stores. Most new
stores were within existing market areas for Bombay.
Cost Of Sales, Buying And Store Occupancy Costs
Costs of sales, including buying and store occupancy costs for Fiscal 1995
were $229.6 million, or 1% lower than the comparable twelve month period.
However, as a percentage of sales, they were 2.9% higher. Excluding the closed
Alex & Ivy division, the percentage was 66.1% in Fiscal 1995 and 62.5% in the
comparable period last year. The increase in costs for Bombay is due to higher
occupancy costs (2.7%) and higher product costs (.9%). The occupancy costs
percentage increase is the result of the retail square feet added during the
past two years and the effect of declining same store sales relative to the
fixed nature of occupancy costs. During Fiscal 1995, retail square footage for
Bombay stores increased only 4% to 1,256,000 square feet. The lower product
margin is primarily due to the effect of lowering selected retail prices,
increasing warehouse and freight costs, and a shift in the sales mix as
consumers tended to purchase a greater portion of merchandise on sale compared
to full price merchandise.
Costs were $43.1 million, or 39.0% higher during the Seven Month Period than
the comparable prior year period. The percentage of sales increase of 7.2%
compared to the same period last year reflects lower product margin of 4.5% and
higher buying and store occupancy costs of 2.7%. The lower product margin was
primarily due to: (1) $5 million Bombay inventory writedown, principally
nonfurniture products (see Note 8 of Notes To Consolidated Financial
Statements); (2) costs associated with a new distribution center opened
September 1994, as well as inefficiencies related to excess inventory levels and
(3) the acceleration of programs to discontinue selected furniture products from
normal sale period in January 1995 to begin October 1994. The higher occupancy
costs reflect increased square footage of 33%. More importantly 32% of the total
square footage is less than one year old which effectively brings these leases
to current market rents.
For Fiscal 1994, costs increased 39.8% over the prior year while sales
increased 37%. As a percentage of sales, costs were 59.1% or 1.2% higher than
Fiscal 1993 reflecting higher buying and occupancy costs related to the store
expansion programs undertaken. During Fiscal 1994, retail square footage
increased 52% to 1,148,000 square feet. Furthermore, approximately 43% of the
Company's total retail square footage represents leases less than one year old,
which effectively brought the leases to current market rents. The slightly
lower product margin reflects the lower margins of Alex & Ivy and the mix
between promotional and nonpromotional periods.
Selling, General And Administrative Expenses
Selling, general and administrative expenses were $102.3 million, or 4% lower
than the comparable period last year. Excluding the cost associated with Alex &
Ivy, Bombay costs increased to 29.8% of sales during Fiscal 1995 from 28.8% of
sales the comparable period last year. The increase is due primarily to higher
advertising (1.3%), payroll (.6%) and insurance costs (.2%). Fixed payroll costs
increased relative to sales but were significantly offset by declines in
performance based pay. Costs for the prior year include a $4 million charge
(1.2% of sales) for restructuring the Company's operations for which there was
no corresponding expense in the current period.
Expenses for the Seven Month Period increased $13.8 million or 24.2% compared
to the same period last year. The .3% percentage of sales increase can be
attributed to the $4 million recorded for consolidation of divisional and
corporate overheads (see Note 8 of Notes To Consolidated Financial Statements)
which equals 1.7%, and higher insurance costs and other expenses (.6%), offset
by lower payroll (1%) and advertising (1%) costs.
Fiscal 1994 expenses increased $21.3 million but decreased 1.6% as a
percentage of sales compared to Fiscal 1993. Payroll costs resulted in the most
significant decrease (.7%) from prior year; the remaining .9% decrease resulted
from lower insurance, advertising and other expenses, as a percentage of sales.
<TABLE>
<CAPTION>
Sales Increase (Decrease) Cost of Goods Sold Selling, General & Administrative
--------------------------------------- -------------------------- ---------------------------------
Same Stores
------------------------
Total All New Including Excluding Total % of Increase Total % of Increase
Period Sales Stores Stores Conversions Conversions Costs Sales (Decrease) Expenses Sales (Decrease)
- ------ ------ ------ ------ ----------- ----------- ------ ----- --------- -------- ----- ---------
<CAPTION>
TOTAL COMPANY
Twelve Months Ended January:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 $345.4 (5)% 4% (6)% (8)% $229.6 66.5% 2.9% $102.3 29.6% .2%
1995 362.9 * * * * 230.8 63.6 * 106.7 29.4 *
<CAPTION>
Seven Months Ended January:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1995 241.5 23 16 7 (1) 153.7 63.6 7.2 70.9 29.4 .3
1994 196.0 43 20 23 11 110.6 56.4 * 57.1 29.1 *
<CAPTION>
Fiscal Year Ended June:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1994 317.5 37 17 20 11 187.8 59.1 1.2 92.9 29.3 (1.6)
1993 231.7 32 17 15 11 134.3 57.9 (1.1) 71.6 30.9 (1.0)
<CAPTION>
EXCLUDING ALEX & IVY
Twelve Months Ended January:
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1996 330.7 - 5 (6) (9) 218.7 66.1 3.6 98.4 29.8 1.0
1995 331.4 * * * * 207.1 62.5 * 95.5 28.8 *
<FN>
* Not meaningful or not available.
</TABLE>
Interest
Interest expense for Fiscal 1995, for the Seven Month Period and for Fiscal
1994 and 1993 was $.1 million, $.4 million, $.1 million and $.2 million,
respectively. The decrease in interest expense during Fiscal 1995 reflects the
lower seasonal borrowings during the period. The interest expense increase for
the Seven Month Period reflects the seasonal borrowing activity compared to
Fiscal 1994 which had no seasonal borrowing.
Interest income for Fiscal 1995, for the Seven Month Period and for Fiscal
1994 and 1993 was $.8 million, $.2 million, $.9 million and $.7 million,
respectively. The increase in interest income during Fiscal 1995 is the result
of higher levels of short-term investments due to funds generated by the
liquidation of Alex & Ivy as well as a decrease in store expansion activity. The
decrease in interest income for the Seven Month Period resulted from lower
short-term investment levels. Interest income increased in Fiscal 1994 due to a
higher level of short-term investments.
Store Closing Costs
The January 1995 announcement to close the Alex & Ivy retail chain resulted in
a $41 million expense charge. The $41 million covers the estimated cost to
buyout lease obligations, property and equipment write-offs, inventory
writedowns and severance costs. During Fiscal 1995, the estimated costs of Alex
& Ivy store closings were adjusted by reversing $6 million of the original
reserve based primarily on favorable results of negotiated lease terminations
(see Note 8 of Notes To Consolidated Financial Statements).
<F8>
Income Taxes
For the Seven Month Period, income tax benefit was $9.6 million. Income tax
expense for Fiscal 1995, 1994 and 1993 was $8.0 million, $14.7 million and $5.2
million, respectively. The effective tax rate in each fiscal period was 39.3%,
(39.5)%, 39.2% and 39%.
The effective income tax rate decreased .2% for Fiscal 1995 and increased .3%
for the Seven Month Period primarily due to the effect of state income taxes.
The effective tax rate increased .2% in Fiscal 1994 due to the Federal income
tax rate increase, partially offset by tax exempt short-term investments.
Liquidity and Capital Resources
The primary sources of liquidity and capital resources are cash flows from
operations and bank borrowings. Bank borrowings are utilized to fund seasonal
inventory purchases approximately six months of the year. In addition, the bank
credit lines are used for overseas merchandise purchases. Unsecured bank lines
aggregate $70 million, of which $45 million are committed under revolving credit
agreements expiring on April 1, 1996. These lines are expected to be renewed
with existing banks.
Fiscal 1995
Cash and short-term investments were $24.1 million at February 3, 1996, a
decrease of $6.6 million over the prior comparable period. Net cash used by
operations was $4.1 million. Net income was $12.4 million which included $6.0
million relating to the noncash adjustment to the Alex & Ivy closing reserve.
Other components of cash used by operations included a $15.0 million increase in
inventory levels offset by other net sources of cash totaling $4.5 million. The
increase in inventory levels is the result of timing of shipments as well as
lower than expected sales volumes during the year.
Capital expenditures were $5.9 million during Fiscal 1995 due primarily to
opening 11 new Bombay stores and the conversion of 10 existing stores to the
large format. The next fiscal year's capital expenditures program will be
slightly lower than last year at approximately $4 to $7 million which includes
approximately 5 new Bombay stores and 4 large store conversions.
Generally, a new or converted store is profitable in its first full year of
operations. The Company believes that its current cash position, cash flows from
operations and borrowings available under bank credit lines will be sufficient
to fund current operations and its capital expenditures.
Seven Months Ended January 28, 1995
Cash increased $10.2 million for the seven months ended January 28, 1995 to
$30.7 million. Net cash provided by operations was $31.0 million. The components
of cash provided by operations were: net loss of $14.7 million; noncash cost of
$50 million relating to operations realignments; and other net outflows of $4.3
million.
Capital expenditures were $22.1 million for the seven months ended January 28,
1995. The capital expenditures program included investments in: (1) 40 new
stores; (2) 38 stores converted to large format; (3) purchase of home office
headquarters office complex; (4) new distribution center and (5) information
systems.
Fiscal 1994
Cash flows from operations were $10 million. Net income before noncash
expenses generated $34.3 million of operating cash flow and other net changes
added $3.9 million. These were offset by the increased inventory investment of
$28.2 million, required to support the increased number of new stores and large
store conversions. However, inventory levels were slightly higher than plan as
sales did not meet forecasted levels.
Significant capital expenditures were made in Fiscal 1994 for store growth
programs, distribution center expansion and information systems. In Fiscal 1994,
$35.3 million was invested primarily in the building of 127 stores, including 71
new stores and 56 large store conversions.
Fiscal 1993
At July 4, 1993, cash and short-term investments were $42.8 million, an
increase of $32.7 million over Fiscal 1992. The significant increase in cash was
due to the receipt of $42.2 million in April 1993 from the proceeds of the
public offering of common stock. Cash flows from operations were $2.8 million.
Net income before noncash expenses provided approximately $23.6 million of
operating cash flow. These funds, together with other net changes of $2.9
million, were offset by a $23.7 million increase in inventories. The higher
investment in inventory reflects the opening of new stores, the conversion of
existing stores to a large store format and the expansion of the
Alex & Ivy chain. The Fiscal 1993 inventory levels were in line with business
plans, but the prior year inventories were approximately $4 million under normal
planned levels. Capital expenditures were $15 million, which were used for 44
new stores and the conversion of 25 Bombay stores to the large store format.
Additionally, investments were made in fixtures and equipment for expanded
distribution centers, and new information systems.
<TABLE>
Consolidated Statement of Operations
The Bombay Company, Inc. and Subsidiaries
(In thousands, except per share amounts)
<CAPTION>
Year Seven Months Year Ended
Ended Ended -----------------
February 3 January 28 July 3 July 4
1996 1995 1994 1993
----------- ------------ ------ -------
<S> <C> <C> <C> <C>
Net sales ............................................................. $345,399 $241,465 $317,452 $231,737
-------- -------- -------- --------
Costs and expenses:
Cost of sales, buying and store occupancy costs (Note 8)............. 229,562 153,655 187,766 134,260
Selling, general and administrative expenses (Note 8)................ 102,259 70,923 92,886 71,555
Interest expense (income), net....................................... (828) 194 (832) (507)
Store closing cost (credit) (Note 8)................................. (6,000) 41,000 - -
Store conversion costs (Note 10)..................................... - - - 13,000
<F8>
<F10>
------- ------- ------ ------
324,993 265,772 279,820 218,308
------- ------- ------- -------
Income (loss) before income taxes...................................... 20,406 (24,307) 37,632 13,429
Provision (benefit) for income taxes................................... 8,013 (9,593) 14,737 5,239
------ ------- ------ -----
Net income (loss).................................................... $12,393 $(14,714) $22,895 $8,190
------- -------- ------- ------
------- -------- ------- ------
Net income (loss) per average common share and common equivalent share $.33 $(.39) $.60 $.23
---- ------ ---- ----
---- ------ ---- ----
Average common shares and common equivalent shares outstanding 37,545 37,692 38,323 35,562
------ ------ ------ ------
------ ------ ------ ------
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
Consolidated Balance Sheets
The Bombay Company, Inc. and Subsidiaries
(In thousands, except shares)
<CAPTION>
February 3 January 28 July 3
1996 1995 1994
---------- ---------- --------
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents (short-term investments
of $19,704, $29,778 and $20,350, respectively) $24,079 $30,670 $20,441
Inventories, at lower of cost or market .............................. 88,341 73,208 81,527
Income taxes receivable .............................................. 7,249 2,647 603
Deferred taxes ....................................................... 3,252 12,117 2,198
Other current assets ................................................. 10,214 8,840 13,926
------- ------- -------
Total current assets ................................................ 133,135 127,482 118,695
------- ------- -------
Property and equipment, at cost:
Land ................................................................. 993 993 -
Building ............................................................. 5,217 5,152 -
Leasehold improvements ............................................... 62,054 74,073 66,749
Furniture and equipment .............................................. 21,039 19,700 16,083
------- ------- -------
89,303 99,918 82,832
Accumulated depreciation ............................................. (43,038) (48,795) (34,903)
------- ------- -------
46,265 51,123 47,929
------- ------- -------
Deferred taxes and other assets........................................ 10,700 10,519 13,286
Goodwill, less amortization of
$438, $411 and $396, respectively..................................... 596 623 638
------- ------- -------
$190,696 $189,747 $180,548
-------- -------- --------
-------- -------- --------
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable and accrued expenses ................................ $28,275 $24,955 $21,534
Store closing reserve (Note 8) ....................................... - 20,824 -
<F8>
Accrued payroll and bonuses .......................................... 3,394 4,271 7,771
-------- -------- -------
Total current liabilities ........................................... 31,669 50,050 29,305
-------- -------- -------
Accrued rent and other liabilities..................................... 6,559 4,887 4,237
-------- -------- -------
Stockholders' equity:
Preferred stock, $1 par value,
1,000,000 shares authorized ......................................... - - -
Common stock, $1 par value, 50,000,000
shares authorized,
37,362,027; 36,649,966 and 36,427,777 shares
issued, respectively................................................. 37,362 36,650 36,428
Additional paid-in capital ........................................... 72,781 68,433 65,930
Retained earnings .................................................... 42,978 30,585 45,299
Cumulative effect of foreign currency translation (653) (858) (651)
------ ------ ------
Total stockholders' equity .......................................... 152,468 134,810 147,006
------- ------- -------
Commitments and Contingencies (Note 4)
<F4>
$190,696 $189,747 $180,548
-------- -------- --------
-------- -------- --------
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
<TABLE>
Consolidated Statements of Cash Flows
The Bombay Company, Inc. and Subsidiaries
(In thousands)
<CAPTION>
Year Seven Months Year Ended
Ended Ended -----------------
February 3 January 28 July 3 July 4
1996 1995 1994 1993
---------- ------------ ------ ------
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) ................................................... $12,393 $(14,714) $22,895 $8,190
Adjustments to reconcile net income (loss)
to net cash from operations:
Depreciation and amortization ..................................... 11,878 6,782 8,947 6,744
Operations realignment costs (credit) (Note 8).................... (6,000) 50,000 - -
<F8>
Store conversion costs (Note 10) ................................... - - - 13,000
<F10>
Deferred taxes and other............................................ 7,636 (9,417) 601 (5,700)
Noncash contributions to employee benefit plans 1,671 1,006 1,857 1,410
Change in assets and liabilities:
Increase in inventories ........................................... (14,958) (3,136) (28,247) (23,735)
(Increase) decrease in other current assets......................... (5,958) 2,896 (2,727) (5,146)
Increase (decrease) in accounts payable.............................
and accrued expenses (11,272) (1,710) 9,536 4,189
Increase (decrease) in accrued payroll and bonuses.................. (891) (3,301) 378 1,256
(Increase) decrease in noncurrent assets............................ (215) 1,715 (4,392) 1,746
Increase in noncurrent liabilities ................................. 1,605 921 1,187 861
------- ------ ------- ------
Net cash provided (used) by operations ............................ (4,111) 31,042 10,035 2,815
------- ------ ------- ------
Cash flows from investing activities:
Purchases of property, equipment and other........................... (5,898) (22,125) (35,290) (15,033)
Proceeds from sale of property and equipment......................... 374 246 411 400
------- ------ ------- ------
Net cash used by investing activities ............................. (5,524) (21,879) (34,879) (14,633)
------- ------ ------- ------
Cash flows from financing activities:
Sale of stock to employee benefit plans, net of fractional shares.... 823 996 1,340 1,023
Exercise of stock options ........................................... 2,287 27 1,019 1,414
Net proceeds from public common stock offering....................... - - - 42,164
------- ------- -------- ------
Net cash provided by financing activities.......................... 3,110 1,023 2,359 44,601
------- ------- -------- ------
Effect of exchange rate change on cash ................................ (66) 43 103 (60)
------- ------- -------- ------
Net increase (decrease) in cash and cash equivalents................... (6,591) 10,229 (22,382) 32,723
Cash and cash equivalents at beginning of year......................... 30,670 20,441 42,823 10,100
------- ------- -------- ------
Cash and cash equivalents at end of year .............................. $24,079 $30,670 $20,441 $42,823
------- ------- -------- ------
------- ------- -------- ------
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest ........................................................... $ 67 $377 $111 $163
Income taxes ...................................................... $7,458 $1,272 $7,597 $9,634
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<TABLE>
Consolidated Statements of Stockholders' Equity
The Bombay Company, Inc. and Subsidiaries
(In thousands, except shares)
<CAPTION
Foreign
Common Stock Treasury Stock Additional Currency
--------------------- ----------------- Paid-In Retained Translation
Shares Amount Shares Amount Capital Earnings Effects
------------ ------- --------- ------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, June 28, 1992..................... 9,543,589 $9,544 3,660 $(32) $35,165 $14,214 $223
Shares sold in public offering............. 1,150,000 1,150 - - 41,014 - -
Shares contributed or sold to
employee benefit plans.................... 73,377 73 (3,660) 32 2,361 - -
Exercise of stock options.................. 337,185 337 - - 4,004 - -
Three-for-two stock splits................. 12,769,639 12,770 - - (12,803) - -
Foreign currency translation adjustments... - - - - - - (424)
Net income................................. - - - - - 8,190 -
----------- ------- ------ ------- ------ ------- -----
Balance, July 4, 1993...................... 23,873,790 23,874 - - 69,741 22,404 (201)
Shares contributed or sold to
employee benefit plans.................... 106,559 106 - - 3,404 - -
Exercise of stock options.................. 343,753 344 - - 4,906 - -
Three-for-two stock split.................. 12,103,675 12,104 - - (12,121) - -
Foreign currency translation adjustments... - - - - - - (450)
Net income................................. - - - - - 22,895 -
----------- ------- ------ --- ------ ------- -----
Balance, July 3, 1994...................... 36,427,777 36,428 - - 65,930 45,299 (651)
Shares contributed or sold to
employee benefit plans.................... 218,140 218 - - 2,473 - -
Exercise of stock options.................. 4,049 4 - - 30 - -
Foreign currency translation adjustments... - - - - - - (207)
Net loss................................... - - - - - (14,714) -
----------- ------- ------ --- ------ ------- -----
Balance, January 28, 1995.................. 36,649,966 36,650 - - 68,433 30,585 (858)
Shares contributed or sold to
employee benefit plans.................... 282,400 282 - - 1,956 - -
Exercise of stock options.................. 429,661 430 - - 2,392 - -
Foreign currency translation adjustments... - - - - - - 205
Net income................................. - - - - - 12,393 -
---------- ------ ------ --- -------- ------- -----
Balance, February 3, 1996.................. 37,362,027 $37,362 - $ - $72,781 $42,978 $(653)
---------- ------- ------ --- ------- ------- -----
---------- ------- ------ --- ------- ------- -----
<FN>
The accompanying notes are an integral part of these consolidated financial
statements.
</TABLE>
Notes To Consolidated Financial Statements
Note 1 - Statement Of Accounting Policies
- -----------------------------------------
Basis Of Presentation
The consolidated financial statements include the accounts of the Company and
its wholly-owned subsidiaries. All significant intercompany transactions,
balances and profits have been eliminated. The Company has a retail (52-53 week)
fiscal year which was changed to end on the Saturday nearest January 31,
beginning with the seven months (thirty weeks) ended January 28, 1995 ("Seven
Month Period"). For previous periods, the fiscal year ended on the Sunday
nearest June 30. The periods ended February 3, 1996 ("Fiscal 1995") and July 4,
1993 ("Fiscal 1993") represent 53 weeks, and the period ended July 3, 1994
("Fiscal 1994") represents 52 weeks. Certain prior year amounts have been
reclassified to conform to current year presentation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates. Actual results
could differ from those estimates.
Foreign Currency Translation
Fiscal year end exchange rates are used to translate assets and liabilities to
U.S. dollars. Monthly average exchange rates are used to translate income and
expenses. The cumulative effect of foreign currency translation adjustments is
reported in stockholders' equity.
Cash And Cash Equivalents
Cash in stores, deposits in banks and short-term investments with original
maturities of three months or less are considered as cash and cash equivalents
for the purposes of the financial statements. Short-term investments are
recorded at the lower of cost or fair market value.
Inventories
Inventories are primarily finished merchandise and are valued at the lower of
average cost or market.
Property And Equipment
Property and equipment are depreciated over the estimated useful lives of the
assets using the straight-line method and at the lives shown:
Building ........................ Forty years
Furniture and equipment........ Two to ten years
Leasehold improvements........ The lesser of the life
of the lease or asset
Maintenance and repairs are charged to expense as incurred. Renewals and
betterments which materially prolong the useful lives of the assets are
capitalized. The cost and related accumulated depreciation of property retired
or sold are removed from the accounts, and gains or losses are recognized in the
statement of operations.
Goodwill
Goodwill recorded in association with acquisitions accounted for using the
purchase method is amortized using the straight-line method over the estimated
useful life of 40 years. The amortization policy is reviewed annually and
impairments, if any, would be recognized if the expected future operating cash
flows derived from such assets is less than their carrying value.
Income Taxes
The Company uses the liability method of computing deferred income taxes on
all material temporary differences. Temporary differences are the differences
between the reported amounts of assets and liabilities and their tax bases. The
Company assesses realizability of deferred tax assets and, if necessary, a
valuation allowance would be provided.
Earnings Per Share
Net income (loss) per share is based upon the weighted average number of
shares outstanding plus the shares that would be outstanding assuming exercise
of dilutive stock options which are considered to be common share equivalents.
Note 2 - Income Taxes
- ---------------------
The components of the provisions (benefit) for domestic and foreign income
taxes are shown below (in thousands):
<TABLE>
<CAPTION>
Year Seven Months Year Ended
Ended Ended -----------------
February 3 January 28 July 3 July 4
1996 1995 1994 1993
----------- ------------ ------ -------
<S> <C> <C> <C> <C>
Income (loss) before
income taxes:
Domestic.......................... $18,923 $(26,928) $34,812 $11,560
Foreign........................... 1,483 2,621 2,820 1,869
------- -------- ------- -------
$20,406 $(24,307) $37,632 $13,429
------- -------- ------- -------
------- -------- ------- -------
Provision (benefit) for
income taxes:
Current:
Federal ........................... $(6,929) $6,981 $10,891 $8,079
Foreign ........................... 862 1,138 1,453 1,206
State and local.................... (2,200) 1,077 1,619 1,644
-------- ------- ------- ------
(8,267) 9,196 13,963 10,929
-------- ------- ------- ------
Deferred (prepaid):
Federal ........................... 13,516 (15,444) 656 (4,262)
Foreign ........................... (139) (5) (63) (379)
State and local.................... 2,903 (3,340) 181 (1,049)
------- ------- ------- ------
16,280 (18,789) 774 (5,690)
------- ------- ------- ------
Income tax provision
(benefit)........................... $8,013 $(9,593) $14,737 $5,239
------- ------- ------- ------
------- ------- ------- ------
</TABLE>
The effective tax rate differs from the federal statutory tax rate for the
following reasons:
<TABLE>
<CAPTION>
Year Seven Months Year Ended
Ended Ended ----------------
February 3 January 28 July 3 July 4
1996 1995 1994 1993
---------- ------------- ------ ------
<S> <C> <C> <C> <C>
Federal statutory tax rate 35.0% (35.0)% 35.0% 34.0%
Increase in effective
tax rate due to:
Foreign income taxes................ 1.0 .9 1.1 1.4
State and local taxes,
net of federal income
tax benefit........................ 2.2 (6.1) 3.1 2.9
Other, net ......................... 1.1 .7 - .7
----- ---- ----- -----
Effective tax rate................. 39.3% (39.5)% 39.2% 39.0%
----- ----- ----- -----
----- ----- ----- -----
</TABLE>
Deferred taxes reflect the net tax impact of temporary differences between the
carrying amounts of assets and liabilities for financial reporting purposes and
amounts used for income tax purposes. Deferred tax assets (liabilities) are
comprised of the following (in thousands):
<TABLE>
<CAPTION>
Year Seven Months Year
Ended Ended Ended
February 3 January 28 July 3
1996 1995 1994
---------- ------------- ------
<S> <C> <C> <C>
Deferred tax liabilities:
Depreciation ....................... $ - $(1,318) $(920)
----- ------- -----
Deferred tax assets:
Depreciation ....................... 239 - -
Store closing costs................. - 10,640 -
Store conversion costs.............. 1,975 2,976 3,557
Inventory valuation................. 2,784 1,514 1,639
Accrued rent........................ 2,530 1,977 1,597
Other .............................. 812 224 796
----- ------- ------
8,340 17,331 7,589
------ ------- ------
Net deferred tax assets............. $8,340 $16,013 $6,669
------ ------- ------
------ ------- ------
</TABLE>
Note 3 - Debt
- -------------
The Company has unsecured revolving credit agreements with banks aggregating
$45,000,000 at February 3, 1996. These credit facilities are for working capital
and letter of credit purposes, primarily to fund seasonal merchandise purchases,
and bear interest at market rates based on prime. The credit agreements require
the maintenance of various financial ratios and the payment of negotiated fees.
The revolving credit agreements expire April 1, 1996 and are expected to be
renewed under similar terms. The Company also has an unsecured, uncommitted
short-term line of credit for $25,000,000, used for letters of credit. At
February 3, 1996, there were $26,815,000 in letters of credit outstanding under
all credit facilities, issued principally in conjunction with overseas
merchandise purchases. Interest expense and negotiated fees for Fiscal 1995, the
Seven Month Period, Fiscal 1994 and 1993 totaled $67,000, $380,000, $80,000 and
$166,000, respectively.
<F4>
Note 4 - Commitments And Contingencies
- --------------------------------------
Store, distribution and field office facilities are leased under operating
leases expiring through 2006. The store leases are generally based upon a
minimum rental plus a percentage of the store sales in excess of specified
levels. Store lease terms generally require additional payments covering taxes,
common area charges and certain other costs. Rental expense for Fiscal 1995, the
Seven Month Period, Fiscal 1994 and 1993 totaled $40,181,000, $25,140,000,
$31,850,000 and $22,156,000, respectively.
The minimum rental commitments for future fiscal years are as follows (in
thousands):
Fiscal
1996 .................... $36,920
1997 .................... 37,604
1998 .................... 36,958
1999 .................... 35,688
2000 .................... 33,183
Thereafter .............. 91,595
--------
$271,948
--------
--------
In January and February 1995, three lawsuits were filed against the Company
and its Chief Executive Officer in the United States District Court for the
Northern District of Texas, seeking class action status on behalf of the
purchasers of the Company's common stock. In November 1995, the lawsuits were
settled for a nominal amount.
Note 5 - Employee Benefit Plans
- -------------------------------
The Bombay Company, Inc. Employee 401(k) Savings and Stock Ownership Plan
("401(k) Plan") is open to substantially all employees who have been employed
for one year and who work at least 1,000 hours per year. Under the 401(k) Plan,
a participant may contribute up to 14% of earnings with the Company matching the
first 5% at a rate of 150%. The employee contributions are paid to a corporate
trustee and invested in various funds. Company contributions are generally
invested in its common stock, and contributions made to participants' accounts
become fully vested upon completion of two years of service. Similar benefit
plans are in effect for eligible foreign employees.
To the extent employees are unable to contribute up to 5% of their earnings to
the 401(k) Plan because of limitations imposed by IRS regulations, a
Supplemental Stock Program was adopted. Under this program, employee
contributions in excess of IRS limitations, along with Company matching
contributions, are distributed annually in the form of common stock.
The Bombay Company, Inc. Stock Purchase Program is open to all full-time
employees who have at least six months of service. Each participant may
contribute 5% or 10% of earnings. For participants with at least two years of
service, the Company matches 50% of the participant's contribution.
Contributions are used to purchase shares of Company common stock, which are
distributed annually to all participants. The participants' shares are fully
vested upon purchase.
Total Company contributions to these plans for Fiscal 1995, the Seven Month
Period, Fiscal 1994 and 1993 were $1,665,000, $992,000, $1,857,000 and
$1,654,000, respectively.
Note 6 - Common Stock And Stock Options
- ---------------------------------------
On December 1, 1993, the Board of Directors declared a three-for-two common
stock split. The split was payable on December 31, 1993 to holders of record on
December 14, 1993. Average common shares and common equivalent shares
outstanding, income per average common share and common equivalent share, stock
option shares and exercise prices have been restated to reflect all splits paid
through December 31, 1993.
On March 30, 1993, the stockholders approved an amendment to the Certificate
of Incorporation increasing the authorized $1 par value common stock from
25,000,000 to 50,000,000 shares.
In April 1993, the Company received net proceeds of $42,164,000 from a public
offering of 2,587,500 shares (as adjusted for subsequent stock splits). Proceeds
used for general corporate purposes, including the conversion of existing Bombay
stores to large format stores and the addition of new stores.
Non-employee directors are eligible to participate in the 1993 Stock Deferral
Plan for Non-Employee Directors, which allows such directors the option to defer
receipt of annual retainer payments which are credited to an account for such
director in units equivalent to Company common stock.
The Bombay Company, Inc. 1986 Stock Option Plan ("Employee Plan") provides
for the granting of options to officers and key management employees. At
February 3, 1996, the option shares reserved for the Employee Plan were
2,686,208. Since the option price is fixed at the market price or higher on the
date of the grant, no compensation is charged against earnings. Options are
generally exercisable annually at a rate of 20% per year beginning at least one
year after the grant date. Shares available for additional grants were 388,387;
506,194; 478,175 and 497,206 at February 3, 1996, January 28, 1995, July 3, 1994
and July 4, 1993, respectively.
The Bombay Company, Inc. 1991 Director Stock Option Plan ("Director Plan")
provides for the granting of options to members of the Board of Directors who
are neither employees nor officers of the Company. At February 3, 1996, the
option shares reserved for the Director Plan were 195,192. The option price is
fixed at the market price on the date of the grant. The maximum grant, initial
and annual, is 2,250 shares. The initial grant becomes exercisable at a rate of
20% per year beginning one year after the grant date and includes past Board
service toward full vesting of the initial grant. Each additional annual grant
becomes fully exercisable six months after the grant date. Shares available for
additional grants were 52,883; 73,133; 93,383 and 111,375 at February 3, 1996,
January 28, 1995, July 3, 1994 and July 4, 1993, respectively.
The following table includes option information for the Employee Plan and
Director Plan:
<TABLE>
<CAPTION>
Number Option Price
Stock Option Activity of Shares Per Share
- --------------------- ---------- ------------
<S> <C> <C>
June 28, 1992............. 4,179,009 $1.29-8.91
Options granted.......... 225,450 8.29-21.00
Options exercised........ (964,177) 1.29-8.93
Options canceled......... (63,684) 1.93-17.95
---------
July 4, 1993.............. 3,376,598 1.93-21.00
Options granted.......... 128,550 12.63-32.58
Options exercised........ (570,070) 1.93-25.75
Options canceled......... (91,510) 3.01-17.94
---------
July 3, 1994.............. 2,843,568 2.72-32.58
Options granted.......... 39,050 10.75-14.63
Options exercised........ (4,049) 6.74
Options canceled......... (46,819) 3.01-17.94
---------
January 28, 1995.......... 2,831,750 2.72-32.58
Options granted.......... 358,620 5.75-10.00
Options exercised........ (529,677) 3.01-7.75
Options canceled......... (220,563) 6.74-31.42
----------
February 3, 1996.......... 2,440,130 2.72-32.58
----------
----------
Exercisable at:
July 4, 1993 ............ 918,670 1.93-8.93
-----------
----------
July 3, 1994 ............ 970,455 2.72-25.75
----------
----------
January 28, 1995......... 1,448,366 2.72-32.58
----------
----------
February 3, 1996......... 1,265,455 2.72-32.58
----------
----------
</TABLE>
The exercise of non-qualified stock options in Fiscal 1995, the Seven Month
Period, Fiscal 1994 and 1993 resulted in income tax benefits of $832,000,
$7,000, $6,114,000 and $4,349,000, respectively, which were credited to
additional paid-in capital. The income tax benefits are the tax effect of the
difference between the market price on the date of exercise and the option
price.
<F7>
Note 7 - Geographic Areas
- -------------------------
The Company operates in one industry segment, specialty retailing.
Substantially all revenues result from the sale of home furnishings and
accessories through retail stores in the United States and Canada. Operating
profit by geographic area is total revenue less operating expenses. Area
operating expenses exclude interest expense, net of interest income, and income
taxes. Identifiable assets by area are those assets used in the area's
operations, including intangibles.
The following table shows net sales, operating profit (loss) and other
financial information by geographic area (in thousands):
<TABLE>
<CAPTION>
Year Seven Months Year Ended
Ended Ended -----------------
February 3 January 28 July 3 July 4
1996 1995 1994 1993
---------- ------------ ------ ------
<S> <C> <C> <C> <C>
Net sales:
United States................. $309,433 $217,824 $285,802 $204,166
Canada........................ 35,966 23,641 31,650 27,571
-------- -------- -------- --------
Total........................ $345,399 $241,465 $317,452 $231,737
-------- -------- -------- --------
-------- -------- -------- --------
Operating profit (loss):
United States:
Operations................... $9,409 $12,941 $32,328 $22,073
Store closing costs.......... 6,000 (41,000) - -
Store conversion costs....... - - - (12,380)
Canada:
Operations................... 4,169 3,946 4,472 3,849
Store conversion costs....... - - - (620)
Interest, net 828 (194) 832 507
-------- ------- ------- -------
Income (loss) before
income taxes $20,406 $(24,307) $37,632 $13,429
-------- -------- ------- -------
-------- -------- ------- -------
Identifiable assets:
United States................. $173,803 $177,601 $166,868 $133,643
Canada ...................... 16,893 12,146 13,680 9,793
-------- -------- -------- -------
Total ...................... $190,696 $189,747 $180,548 $143,436
-------- -------- -------- --------
-------- -------- -------- --------
Depreciation and amortization:
United States................. $11,030 $6,330 $8,310 $6,175
Canada ...................... 848 452 637 569
------- ------- -------- --------
Total ..................... $11,878 $6,782 $8,947 $6,744
------- ------- -------- -------
------- ------- -------- -------
Capital expenditures:
United States................ $4,958 $21,209 $29,668 $14,108
Canada ...................... 940 916 2,691 925
------- ------- ------- -------
Total ..................... $5,898 $22,125 $32,359 $15,033
------- ------- ------- -------
------- ------- ------- -------
</TABLE>
<F8>
Note 8 - Operations Realignment Costs
- -------------------------------------
Bombay merchandise lines and sell off discontinued items, and
On January 12, 1995, the Board of Directors approved the establishment of $50
million in pre-tax reserves, equal to $.80 per share, for the closing of the
Company's Alex & Ivy chain of retail stores, inventory writedowns and
streamlining divisional and corporate structure. The components of the $50
million are $41 million representing the estimated costs of closing the Alex &
Ivy chain, $5 million for inventory writedowns to reposition Bombay merchandise
lines and sell off discontinued items, and
$4 million representing estimated costs, principally severance, to streamline
operations, including the consolidation of divisional and corporate overheads.
During Fiscal 1995, $6 million of the original reserve was reversed based
primarily upon favorable results of negotiated lease terminations, thereby
reflecting lower costs than originally projected. All Alex & Ivy stores were
closed as of May 10, 1995 and all store lease termination agreements were fully
executed as of July 29, 1995. Approximately 880 full and part-time employees
were affected by the closing of the Alex & Ivy chain. Alex & Ivy sales were
$14,729,000, $24,128,000, $16,704,000 and $3,875,000 for Fiscal 1995, the Seven
Month Period, Fiscal 1994 and 1993, respectively. Excluding costs or credits
relating to the closure of the division, operating results were breakeven in
Fiscal 1995 and losses before income taxes were $1,548,000, $2,863,000 and
$1,569,000 for the Seven Month Period, Fiscal 1994 and 1993, respectively.
The following table sets forth the components of the reserve to close Alex &
Ivy stores:
<TABLE>
<CAPTION>
Lease Asset Employee
Obligations Writedowns Separations Total
----------- ---------- ----------- -----
(In thousands)
<S> <C> <C> <C> <C>
Charge to expenses......... $19,475 $20,075 $1,450 $41,000
Activity .................. - (928) (101) (1,029)
------- -------- ------ -------
Balance
January 28, 1995.......... 19,475 19,147 1,349 39,971
Activity................... (14,849) (18,195) (927) (33,971)
Reversal................... (4,626) (952) (422) (6,000)
------- ------- ------ ------
Balance
February 3, 1996......... $ - $ - $ - $ -
------- ------- ------ ------
------- ------- ------ ------
</TABLE>
Note 9 - Change In Fiscal Year End
- ----------------------------------
On January 12, 1995, the Board of Directors approved a change in the Company's
fiscal year end to the Saturday nearest the end of January.
Condensed pro forma financial statements for the seven month periods ended
January 28, 1995 and unaudited January 30, 1994 follow:
<TABLE>
<CAPTION>
Seven Months Ended
------------------
January 28 January 30
1995 1994
---------- ----------
(Unaudited)
<S> <C> <C>
Net sales............................... $241,465 $195,990
Cost of sales, buying and
store occupancy costs.................. 153,655 110,592
Selling, general and administrative
expenses and other..................... 71,117 56,578
Store closing costs..................... 41,000 -
-------- --------
Income (loss) before income taxes....... (24,307) 28,820
Provision (benefit) for income taxes.... (9,593) 11,297
--------- --------
Net income (loss)....................... $(14,714) $17,523
--------- --------
--------- --------
Net income (loss) per share $(.39) $.46
----- ----
----- ----
<CAPTION>
January 28 January 30
1995 1994
---------- ----------
(Unaudited)
<S> <C> <C>
Cash and cash equivalents................ $30,670 $49,767
Inventory................................ 73,208 62,485
Property and equipment, net.............. 51,123 37,034
Other assets............................. 34,746 19,655
------- -------
$189,747 $168,941
-------- --------
-------- --------
Liabilities:
Current ................................ $50,050 $25,038
Noncurrent ............................. 4,887 4,012
Equity................................... 134,810 139,891
-------- -------
$189,747 $168,941
-------- --------
-------- --------
</TABLE>
Unaudited pro forma quarterly financial data for the twelve
month periods ended January 28, 1995 and January 30, 1994
follow:
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
------- ------- ------- -------
Twelve months ended
January 28, 1995
- -------------------
<S> <C> <C> <C> <C>
Net sales ............... $64,341 $78,199 $77,474 $142,913
Gross profit............. 22,447 27,762 25,660 56,229
Net income (loss)........ 2,363 2,271 357 (14,333)(1)
Net income (loss)
per share............... $.06 $.06 $.01 $(.38)(1)
<CAPTION>
Twelve months ended
January 30, 1994
- -------------------
<S> <C> <C> <C> <C>
Net sales ............... $49,075 $62,998 $62,850 $115,729
Gross profit............. 18,417 25,442 24,832 54,658
Net income (loss)........ (6,544)(2) 3,553 2,604 14,687
Net income (loss)
per share(3)............ $(.18)(2) $.09 $.07 $.38
<FN>
(1)Includes pre-tax operations realignment costs of $50,000,000,
equivalent to $.80 per share.
(2)Includes pre-tax store conversion costs of $13,000,000,
equivalent to $.22 per share.
(3)Adjusted to reflect all stock splits paid through
December 31, 1993.
</TABLE>
<F10>
Note 10 - Store Conversion Costs
- --------------------------------
On February 18, 1993, the Board of Directors approved a plan to convert
substantially all existing Bombay stores to a large format. In the quarter ended
March 28, 1993, a charge of $13,000,000 was recorded, principally relating to
the noncash cost of writing off the remaining book value of leasehold
improvements at the time Bombay stores are converted. The reserve balance at
February 3, 1996, January 28, 1995, July 3, 1994 and July 4, 1993 totaled
$5,323,000, $6,953,000, $8,426,000 and $12,095,000, respectively.
<AUDIT-REPORT>
Independent Accountants' Report
To the Board of Directors and Stockholders of
The Bombay Company, Inc.
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of The Bombay
Company, Inc. and its subsidiaries at February 3, 1996, January 28, 1995 and
July 3, 1994, and the results of their operations and their cash flows for the
year ended February 3, 1996, the seven months ended January 28, 1995 and each of
the two years in the period ended July 3, 1994, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PRICE WATERHOUSE LLP
March 6, 1996
Fort Worth, Texas
</AUDIT-REPORT>
<TABLE>
Unaudited Quarterly Financial Data
The Bombay Company, Inc. and Subsidiaries
(In thousands, except per share amounts)
Unaudited Quarterly Financial Data for the quarters ended:
<CAPTION>
February 3 October 28 July 29 April 29
1996 1995 1995 1995
---------- ---------- ------- --------
<S> <C> <C> <C> <C>
Net sales............................ $127,363 $70,424 $69,669 $77,943
Gross profit......................... 50,793 21,372 20,358 23,314
Net income........................... 11,880 (1,583) 316(2) 1,780(2)
Net income per share(1).............. $.32 $(.04) $.01(2) $.05(2)
<CAPTION>
January 1 October 2 July 3 April 3 January 2 October 3
1995 1994 1994 1994 1994 1993
--------- --------- ------ ------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net sales.............. $142,344 $72,331 $58,611 $115,312 $67,949 $75,580
Gross profit........... 56,854 23,169 22,270 55,781 24,351 27,284
Net income............. 12,458 55 2,202 15,282 2,936 2,475
Net income per share(1) $.33 $ - $.06 $.40 $.08 $.07
<FN>
(1)Adjusted to reflect all stock splits paid through December 31, 1993.
(2)The quarters ended April 29, 1995 and July 29, 1995 include credits of
$4,400,000 and $1,600,000, respectively,
relating to the closure of the Alex & Ivy division.
</TABLE>
<F3>
<TABLE>
Price Range of Common Stock
Quoted by quarter for the fiscal periods ended:
<CAPTION>
February 3, 1996 High Low January 28, 1995 High Low July 3, 1994 High Low
- ---------------- ----- ---- ---------------- ------ ----- ------------ ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
First........... $10.88 $7.38 First .......... $14.88 $10.50 First....... $32.92 $21.08
Second.......... 9.13 7.13 Second ......... 13.00 8.75 Second...... 32.83 25.17
Third........... 8.88 4.75 Month of January 10.75 7.75 Third....... 32.75 24.00
Fourth.......... 7.88 5.00 Fourth...... 24.63 11.63
<FN>
Prices have been adjusted to reflect all stock splits paid through December 31, 1993.
</TABLE>
<AUDIT-REPORT>
CONSENT OF INDEPENDENT ACCOUNTANTS
Exhibit 24
We hereby consent to the incorporation by reference in these
Registration Statements on Form S-8 (No. 33-02028, 33-32610, 33-
40736, 33-40743, 33-51076 and 33-55306) of The Bombay Company,
Inc. of our report dated March 6, 1996 appearing on page 23 of
the 1995 Annual Report To Shareholders, which is incorporated in
this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial
Statement Schedule, which appears on page 9 of this Form 10-K.
PRICE WATERHOUSE LLP
Fort Worth, Texas
April 26, 1996
</AUDIT-REPORT>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Bombay Company, Inc. Annual Report on Form 10-K for the fiscal year ended
February 3, 1996 and is qualified in its entirety by reference to such
10-K.
</LEGEND>
<CIK> 0000096287
<NAME> THE BOMBAY COMPANY, INC.
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> FEB-03-1996
<PERIOD-START> JAN-29-1995
<PERIOD-END> FEB-03-1996
<CASH> 24079
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 88341
<CURRENT-ASSETS> 133135
<PP&E> 89303
<DEPRECIATION> 43038
<TOTAL-ASSETS> 190696
<CURRENT-LIABILITIES> 31669
<BONDS> 0
0
0
<COMMON> 37362
<OTHER-SE> 115106
<TOTAL-LIABILITY-AND-EQUITY> 190696
<SALES> 345399
<TOTAL-REVENUES> 345399
<CGS> 229562
<TOTAL-COSTS> 331821
<OTHER-EXPENSES> (6000)
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (828)
<INCOME-PRETAX> 20406
<INCOME-TAX> 8013
<INCOME-CONTINUING> 12393
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12393
<EPS-PRIMARY> .33
<EPS-DILUTED> .33
</TABLE>
