FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Mark one)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________
Commission File Number 1-7288
THE BOMBAY COMPANY, INC.
(Exact name of registrant as specified in its charter)
Delaware 75-1475223
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
550 Bailey Avenue, Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(817) 347-8200
(Registrant's telephone number, including area code)
Former name, former address and former fiscal year, if changed since last
report)
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 the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Number of shares outstanding at July 31, 1999
Common stock, $1 par value 36,332,363
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Form 10-Q
Quarter Ended July 31, 1999
TABLE OF CONTENTS
PART I -- FINANCIAL INFORMATION
Item Page No.
Financial Statements............................................... 3-6
Management's Discussion and Analysis of Financial
Condition and Results of Operations.............................. 7-11
PART II -- OTHER INFORMATION
Exhibits and Reports on Form 8-K................................... 12
Signatures......................................................... 13
<TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
<CAPTION>
Three Months Six Months
Ended Ended
July 31, August 1, July 31, August 1,
1999 1998 1999 1998
<S> <C> <C> <C>
Net sales $90,762 $82,011 $166,048 $150,354
Costs and expenses:
Cost of sales, buying and
store occupancy costs 65,042 60,326 120,722 112,960
Selling, general and
administrative expenses 25,344 22,978 49,343 45,716
Interest income, net (329) (503) (703) (1,120)
Total costs and expenses 90,057 82,801 169,362 157,556
Income (loss) before income taxes 705 (790) (3,314) (7,202)
Provison (benefit) for income taxes 292 (314) (1,296) (2,845)
Net income (loss) $413 ($476) ($2,018) ($4,357)
Basic earnings per share $0.01 ($0.01) ($0.06) ($0.11)
Diluted earnings per share $0.01 ($0.01) ($0.06) ($0.11)
Average common shares outstanding 36,494 38,057 36,616 38,089
Average common shares outstanding and
dilutive potential common shares 37,345 38,057 36,616 38,089
Cash dividends per common share -- -- -- --
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)
<CAPTION>
July 31, January 30, August 1,
1999 1999 1998
ASSETS (Unaudited) (Unaudited)
<S> <C> <C> <C>
Current assets:
Cash and cash equivalents $26,884 $52,809 $37,010
Inventories 94,812 76,659 84,314
Other current assets 9,619 7,303 15,913
Total current assets 131,315 136,771 137,237
Property and equipment, net 46,499 44,412 40,477
Goodwill, less amortization 499 512 526
Other assets 13,190 11,824 9,994
Total assets $191,503 $193,519 $188,234
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C> <C>
Current liabilities:
Vendor payables and
accrued expenses $27,430 $23,646 $23,140
Accrued payroll and bonuses 2,904 3,214 3,215
Gift certificates redeemable 3,339 3,487 2,718
Total current liabilities 33,673 30,347 29,073
Accrued rent and other liabilities 7,039 7,029 6,755
Stockholders' equity:
Preferred stock, $1 par value,
1,000,000 shares authorized -- -- --
Common stock, $1 par value,
50,000,000 shares authorized,
38,149,646; 38,149,646 and
38,139,002 shares issued, respectively 38,150 38,150 38,139
Additional paid-in capital 76,095 76,044 76,011
Retained earnings 47,415 49,433 41,066
Accumulated other
comprehensive income (1,410) (1,501) (1,424)
Common shares in treasury, at cost,
1,817,283; 1,170,930 and 281,600
shares, respectively (9,459) (5,983) (1,386)
Total stockholders' equity 150,791 156,143 152,406
Total liabilities and
stockholders'equity $191,503 $193,519 $188,234
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
<TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
<CAPTION>
Six Months Ended
July 31, August 1,
1999 1998
<S> <C> <C>
Cash flows from operating activities:
Net loss ($2,018) ($4,357)
Adjustments to reconcile net loss
to net cash from operations:
Depreciation and amortization 5,913 4,836
Deferred taxes and other 453 (3)
Change in assets and liabilities:
(Increase) decrease in inventories (18,113) 1,277
Increase in other current assets (1,954) (8,309)
Increase (decrease) in current liabilities 2,467 (1,830)
(Increase) decrease in noncurrent assets 14 (1,498)
Increase (decrease) in noncurrent liabilities 214 (31)
Net cash used by operations (13,024) (9,915)
Cash flows from investing activities:
Purchases of property and equipment (9,491) (8,419)
Sales of property and equipment 186 332
Net cash used by investing activities (9,305) (8,087)
Cash flows from financing activities:
Purchases of treasury stock (3,795) (1,386)
Sale of stock to employee benefit plans 94 79
Proceeds from the exercise of
employee stock options 72 53
Net cash used by financing activities (3,629) (1,254)
Effect of exchange rate change on cash 33 156
Net decrease in cash and cash equivalents (25,925) (19,100)
Cash and cash equivalents at beginning of period 52,809 56,110
Cash and cash equivalents at end of period $26,884 $37,010
<CAPTION>
Supplemental disclosure of cash flow information:
<S> <C> <C>
Income taxes paid (refunded) $1,727 ($561)
<FN>
The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(1) Accounting Principles
In the opinion of the Company, the accompanying consolidated financial
statements contain all adjustments (consisting of only normal recurring
adjustments) necessary to present fairly the financial position as of July 31,
1999 and August 1, 1998, and the results of operations and cash flows for the
three and six months then ended. The results of operations for the three and
six month periods ended July 31, 1999 and August 1, 1998 are not necessarily
indicative of the results to be expected for the full fiscal year. The
consolidated financial statements should be read in conjunction with the
financial statement disclosures contained in the Company's 1998 Annual Report to
Shareholders.
(2) Financing Arrangements
The Company has renewed its unsecured revolving credit agreements with banks,
aggregating $45,000,000, of which $30,000,000 is committed. These credit
facilities, which expire May 13, 2000, are for working capital and letter of
credit purposes, primarily to fund seasonal merchandise purchases, and bear
interest at market rates based on prime. There were no borrowings under these
revolving credit facilities during the six months ended July 31, 1999.
(3) Comprehensive Income
Comprehensive income for the three months ended July 31, 1999 was $198,000.
Comprehensive loss for the three months ended August 1, 1998 was $898,000.
Comprehensive loss for the six months ended July 31, 1999 and August 1, 1998 was
$1,927,000 and $4,578,000, respectively. Other comprehensive income consists of
the cumulative effect of foreign currency translation adjustments.
(4) Stock Buy Back Program
On June 17, 1998, the Company announced that its Board of Directors had
approved a stock buy back program with initial authorization to purchase up to
$10 million of the Company's stock. On August 18, 1999, the Company further
announced that its Board of Directors had approved an increase to the stock buy
back program to purchase up to an additional $5 million of the Company's stock.
The shares may be purchased from time to time, through open market purchases and
privately negotiated transactions. As of July 31, 1999, 1,918,700 shares had
been purchased at a cost aggregating $9,966,000.
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Special Note Regarding Forward-Looking Statements
Certain statements in this Form 10-Q under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" constitute "forward-
looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of The Bombay Company, Inc. ("Company") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: competition; seasonality; success of operating
initiatives; new product development and introduction schedules; acceptance of
new product offerings; advertising and promotional efforts; adverse publicity;
expansion of the store chain; availability, locations and terms of sites for
store development; changes in business strategy or development plans;
availability and terms of capital; labor and employee benefit costs; changes in
government regulations; risks associated with international business; regional
weather conditions; the effects of Year 2000 issues; and other factors
referenced in the Company's 1998 Form 10-K Annual Report.
General
The Bombay Company, Inc. is a specialty retailer which markets traditional and
classic furniture, prints and accessories through its 418 locations of The
Bombay Company ("Bombay") retail stores in 42 states in the United States and
nine Canadian provinces, through mail order and over the internet at
www.bombayco.com.
The largest percentage of the Company's sales and operating income is realized
in the fiscal quarter that includes December (Christmas season). Merchandise is
manufactured to Company specification through a network of contract
manufacturers located principally in Asia and North America. Because the
majority of the Company's products are proprietary, the impact of inflation on
operating results is typically not significant. The Company attempts to
alleviate inflationary pressures by increasing selling prices (subject to
competitive conditions), improving designs and finding alternative production
sources in lower cost countries.
Results of Operations
Quarters Ended July 31, 1999 and August 1, 1998
Net sales were $90,762,000 for the quarter ended July 31, 1999 compared to
$82,011,000 for the same period last year, an increase of 11%. The increase is
attributable to a same store sales increase of 5% as well as there being 11 more
stores than at August 1, 1998. Sales increases are primarily related to the
increased focus on accessories and impulse items, designed to attract more
customers and grow our customer base. Accessories represented 33% of the sales
during the quarter compared to 28% in the second fiscal quarter of last year,
and accounted for virtually all of the sales increase for the period. During
the quarter ended July 31, 1999, the transaction count increased by almost 12%
over the comparable quarter last year, while the average transaction declined
from $100 to $97 during the applicable periods.
Cost of sales, including buying and occupancy costs, was $65,042,000 for the
second fiscal quarter compared to $60,326,000 for the same period last year. As
a percentage of sales, cost of sales decreased to 71.7% for the quarter compared
to 73.6% for the prior year period. The 190 basis point improvement is
primarily attributable to higher product margin (180 basis points) as well as a
slight improvement in buying and occupancy costs (10 basis points) as fixed
costs are leveraged on the higher sales base. The higher product margins are
the result of continued improvement in product offering which involved less
clearance merchandise, more selective promotions and higher initial margins.
Selling, general and administrative expenses were $25,344,000 or 27.9% of
sales for the quarter compared to $22,978,000 or 28.0% of sales for the
comparable prior year period. The dollar increase is largely the result of
higher payroll costs driven by the higher sales volume and higher store pay
rates in the tight labor market. Advertising and visual merchandising costs
also increased from the prior year due to an additional catalogue in July and
stronger emphasis on cohesive presentation in the stores and catalogue. As a
percentage of sales, selling, general and administrative expenses have remained
consistent as the Company continues to exercise strong controls and leverage
costs on the higher sales base.
Six Months Ended July 31, 1999 and August 1, 1998
Net sales were $166,048,000 for the six months ended July 31, 1999 compared
to $150,354,000 for the same period last year, an increase of 10%. Same store
sales increased 5% for the year to date. Sales increases are primarily
attributable to the increased focus on accessories and impulse items, designed
to attract more customers and grow our customer base. For the year to date, the
transaction count increased by 15% over the comparable period last year, while
the average transaction declined from $102 to $97 during the applicable periods.
Cost of sales, including buying and occupancy costs, was $120,722,000 or
72.7% of sales for the six months compared to $112,960,000 or 75.1% of sales for
the comparable prior year period. The 240 basis point improvement is due to
higher product margins (230 basis points) as well as a slight improvement in
buying and occupancy costs (10 basis points) as fixed costs are leveraged on the
higher sales base. The higher product margins are the result of continued
improvement in product offering which involved less clearance merchandise, more
selective promotions and higher initial margins.
Selling, general and administrative expenses were $49,343,000 or 29.7% of
sales for the six months compared to $45,716,000 or 30.4% of sales for the same
period last year. The dollar increase results primarily from higher payroll
costs driven by the higher sales volume and higher store pay rates in the tight
labor market. As a percentage of sales, selling, general and administrative
expenses have decreased slightly as the Company continues to exercise strong
controls and leverage costs on the higher sales base.
Liquidity and Capital Resources
The primary sources of liquidity and capital resources are cash flows from
operations and bank lines of credit. Bank borrowings are utilized to fund
seasonal inventory purchases. In addition, the bank credit lines are used for
overseas merchandise purchases under letters of credit. Bank lines total $45
million, of which $30 million is committed, under revolving credit agreements
expiring May 13, 2000. Letters of credit totaling $23,007,000 were outstanding
at July 31, 1999.
The primary uses of cash flows have been inventory purchases, expansion of the
store base and information technology systems upgrades as well as purchases of
treasury stock. At July 31, 1999, inventory levels were $10.5 million higher
than at the same time last year. The increase is in line with Company plans and
reflects the higher sales levels, increased focus on accessories and an earlier
introduction of Christmas merchandise.
The store expansion plan for the remainder of the fiscal year anticipates
approximately 9 new stores and 10 conversions to the large format, all in the
newer store design. Capital expenditures for the year to date, totaling
$9,491,000, included six new stores, five new outlets and six conversions as
well as store point-of-sale equipment replacement and other routine furniture
and equipment purchases. The total estimated capital expenditures for Fiscal
1999 are $21 million.
The Company also continues a stock buy back program approved by the Board of
Directors in June 1998. As of July 31, 1999, virtually all the $10 million
originally approved under the program has been used to purchase 1,918,700 shares
of the Company's common stock. On August 18, 1999, the Company announced that
the Board of Directors had approved an increase in the program of up to an
additional $5 million.
The Company believes that its current cash position, cash flows from
operations and credit line facilities will be sufficient to fund its current
operations, stock buy back and capital expenditure programs.
Year 2000 Conversion
The Company recognizes the need to ensure that it will be prepared for Year
2000 issues and is engaged in an ongoing and comprehensive effort to mitigate
such risks. The impact of Year 2000 has been addressed not only on information
technology but also on other functional areas of the Company. Remediation
efforts have been in process since 1997 and contingency plans continue to be
developed. The overall objective of the Company's efforts has been to identify
and remediate Year 2000 related conditions that could reasonably be expected to
cause a mission critical failure if not addressed. Efforts related to this
objective have focused on a review of all proprietary and third-party systems
and software, as well as an analysis of the risks inherent in significant
business partner and vendor relationships. The Company's Year 2000 program and
associated resources are primarily directed toward ensuring that the Company
will be able to effect sales, order and receive merchandise, and pay its vendors
and employees.
The Company's merchandising system was implemented in 1994 and was designed to
be Year 2000 compliant; however, testing was not performed at that time to
determine its readiness. An eight-tiered project, the Company's most extensive
effort related to Year 2000, to identify, remediate and test Year 2000 issues
with this software and other ancillary systems began in Summer 1997 and is
scheduled for completion by Fall 1999.
The Company is in the process of replacing its store hardware and operating
software including the polling systems. The new store infrastructure upgrade,
which includes the roll out of Year 2000 compliant hardware and operating
systems, began in May 1999 and is scheduled for completion in the third quarter
of Fiscal 1999. The back office polling system has been made compliant and is
currently in use for those stores on the new infrastructure. The Company's
existing proprietary point-of-sale application software has also been made
compliant.
During Fiscal 1998, the existing financial accounting and reporting software
was upgraded by its vendor. The vendor has certified that, with this upgrade,
the system is Year 2000 compliant.
During Fiscal 1998, the Company also implemented new payroll and human
resources systems, each of which is certified by the respective vendor to be
Year 2000 compliant and which replaced a non-compliant system.
For those systems which the respective vendor has certified as Year 2000
compliant, the Company has elected selective testing to be performed throughout
the remainder of 1999. The Company has also engaged a third party to perform a
due diligence review of remediation efforts in the information technology area.
The Company has also been communicating with its significant business partners
and vendors in an effort to identify those that will not or may not be Year 2000
compliant. They include landlords, international and domestic vendors who supply
merchandise to the Company for resale, suppliers of services such as banks and
financial services, data processing services, advertising services,
telecommunications services and utilities. The strategy for addressing our
vendors is risk based. Each functional area of the Company ranked each of its
vendors as "critical", "essential" or "non-essential". Surveys were sent
primarily to critical and essential vendors with exceptions made for selected
non-critical vendors that may serve in a contingency role. As responses have
been received, they have been evaluated as to the vendor's degree of Year 2000
readiness. As vendors who are unable or unwilling to provide certification of
Year 2000 readiness are identified, alternatives and contingencies intended to
mitigate Year 2000 risks perceived to be material are being developed.
Primary attention is being given to the Company's overseas vendors, purchasing
agents and the environments in which they operate. Significant emphasis in this
area is vital as many of our primary vendors are concentrated in regions of the
world that are commonly perceived to be potentially less prepared for the Year
2000. A group comprised of representatives from the merchandising, logistics,
distribution and finance areas of the Company have addressed such issues as the
continuity of merchandise production, merchandise transportation, the operation
of foreign ports and the ability of foreign banks to effect payment to vendors.
The group has been evaluating survey responses received from our foreign
vendors. As they have identified potential Year 2000 issues, they have
formulated various contingency plans and work-around plans where contingency
plans were not feasible. We will continue to monitor Year 2000 issues as they
relate to our overseas relationships and make adjustments to our contingency and
work-around plans as the circumstances warrant.
During Fiscal 1998, the Company spent approximately $1.0 million on the
installation of its new payroll and human resources systems. To date, the
Company has incurred $5.4 million in connection with the implementation of the
new store environment technology and expects to incur approximately $1.5 to $2.0
million more in Fiscal 1999. In addition to the cost of purchasing and
implementing compliant replacement systems, the Company incurred approximately
$.4 million in Fiscal 1998 and expects to incur approximately $.8 million in
Fiscal 1999 for ancillary testing and remediation of Year 2000 issues,
consisting primarily of normal salaries paid to existing employees through the
redirection of internal programming resources. These costs and expenditures were
included in the Company's operating budget and have not had a material effect on
the results of operations, liquidity or financial position. Purchased hardware,
software and the costs of their implementation are capitalized and amortized
over their useful lives while other costs of remediation associated with the
Year 2000 conversion are being expensed as incurred.
The Company is actively engaged in the process of developing contingency plans
to address situations that may result if the Company is unable to achieve Year
2000 readiness of its critical operations. Operational and information
technology functions have been identified and classified according to their
degree of risk. Development of contingency plans is expected to continue
through the third quarter of Fiscal 1999. There can be no assurance that the
Company will be able to develop a contingency plan that will adequately address
issues that may arise in Year 2000 or that the failure to develop such a plan
will not have a material impact on the operations of the Company.
Because of the pervasiveness of potential Year 2000 impact, there can be no
assurance that all associated issues have been fully identified and addressed.
In fact, reliance on the technical skills of employees and independent
contractors and on the representations of third parties are among the factors
that could cause the Company's efforts to be less than fully effective. While it
has realistically examined its exposure to Year 2000 issues and has taken steps
to address those issues over which it has direct control, the Company
acknowledges that there are considerable risks that are beyond its reasonable
control. These risks include the potential failure of domestic and international
utility companies to deliver power, of domestic and international
telecommunications companies to render voice and data services, of financial
institutions to process transactions or transfer funds, and of vendors to
deliver merchandise ordered or to perform services required by the Company.
Additionally, the Company acknowledges that it is vulnerable to the impact that
Year 2000 may have on domestic and international economies to the extent that
such economies may negatively impact the Company's vendors, business partners,
customers or agents. Although the Company believes that it has taken appropriate
and reasonable actions to identify and mitigate risks associated with the Year
2000 issues that are within its ability to control, there can be no assurance
that its efforts will be fully effective. Furthermore, there can be no assurance
that the systems of other companies and agencies on which the Company relies
will be timely converted or that such failure to convert by another entity would
not have an adverse impact on the Company's operations.
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a)The Annual Meeting of Shareholders of the Company was held on May 20, 1999.
(b) Directors elected to hold office are listed in the attached Proxy Statement
which is incorporated herein by reference. Directors elected: George B.
Cobbe, James A. Marcum and Carmie Mehrlander. Directors continuing: Barbara
Bass, Edmund H. Damon, Glenn E. Hemmerle, Robert S. Jackson, A. Roy Megarry
and Robert E. Runice.
Election of Directors:
George B. Cobbe - For: 30,709,438 Withheld: 3,149,970
James A. Marcum - For: 30,730,326 Withheld: 3,129,082
Carmie Mehrlander - For: 30,724,866 Withheld: 3,134,542
(c) Other matters voted upon: None
Item 6. Exhibits and Reports on Form 8-K
(a) The Exhibits filed as a part of this report are listed below.
Exhibit No. Description
20 Notice of Annual Meeting of Shareholders
and Proxy Statement, filed with the
Commission on April 9, 1999. Such Exhibit
is incorporated herein by reference.
(b) No reports on Form 8-K have been filed during the quarter ended July 31,
1999.
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
SIGNATURES
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.
THE BOMBAY COMPANY, INC.
(Registrant)
/s/ Robert S. Jackson
Robert S. Jackson
Chief Executive Officer
/s/ Elaine D. Crowley
Elaine D. Crowley
Vice President, Finance
and Treasurer
Date: September 13, 1999
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from The
Bombay Company, Inc. quarterly report on Form 10-Q for the six months
ended July 31, 1999 and is qualified in its entirety by reference to such
10-Q.
</LEGEND>
<CIK> 0000096287
<NAME> THE BOMBAY COMPANY, INC.
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