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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 August 3, 2002
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 August 3, 2002
Common stock, $1 par value 32,976,405
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Form 10-Q
Quarter Ended August 3, 2002
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item Page No.
1. Financial Statements 3-8
2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9-12
PART II OTHER INFORMATION
4. Submission of Matters to a Vote of Security Holders 13
6. Exhibits and Reports on Form 8-K 14
Signatures 15
Certifications 16-17
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
August 3, August 4, August 3, August 4,
2002 2001 2002 2001
Net revenue $100,040 $97,030 $190,895 $188,006
Costs and expenses:
Cost of sales, buying and
store occupancy costs 76,155 72,850 144,630 140,339
Selling, general and
administrative expenses 29,386 28,551 57,540 57,110
Interest (income) expense, net (87) 59 (188) 5
Total costs and expenses 105,454 101,460 201,982 197,454
Loss before income taxes (5,414) (4,430) (11,087) (9,448)
Benefit for income taxes (2,138) (1,750) (4,379) (3,732)
Net loss ($3,276) ($2,680) ($6,708) ($5,716)
Basic earnings per share ($0.10) ($0.08) ($0.20) ($0.17)
Diluted earnings per share ($0.10) ($0.08) ($0.20) ($0.17)
Average common shares outstanding 33,004 32,750 33,043 32,733
Average common shares outstanding and
dilutive potential common shares 33,004 32,750 33,043 32,733
The accompanying notes are an integral part of these consolidated financial statements.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)
August 3, February 2, August 4,
2002 2002 2001
ASSETS (Unaudited) (Unaudited)
Current assets:
Cash and cash equivalents $16,112 $38,415 $6,272
Inventories 104,337 89,798 115,408
Other current assets 22,362 16,893 20,229
Total current assets 142,811 145,106 141,909
Property and equipment, net 45,883 48,713 49,960
Goodwill, less amortization 423 430 443
Other assets 11,580 12,640 14,489
Total assets $200,697 $206,889 $206,801
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable to bank $ -- $ -- $10,900
Accounts payable and
accrued expenses 33,373 27,281 33,109
Income taxes payable 212 3,220 --
Accrued payroll and bonuses 3,592 5,015 2,468
Gift certificates redeemable 4,735 5,724 4,629
Total current liabilities 41,912 41,240 51,106
Accrued rent and other liabilities 6,302 6,942 6,637
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 shares issued 38,150 38,150 38,150
Additional paid-in capital 75,232 75,267 75,665
Retained earnings 62,436 69,144 59,704
Accumulated other
comprehensive loss (1,743) (1,776) (1,503)
Common shares in treasury,
at cost, 5,173,241;
5,112,696 and 5,362,979 shares,
respectively (21,226) (20,861) (21,940)
Stock purchase loans (231) (950) (1,018)
Deferred compensation (135) (267) --
Total stockholders' equity 152,483 158,707 149,058
Total liabilities and
stockholders' equity $200,697 $206,889 $206,801
The accompanying notes are an integral part of these consolidated financial statements.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(Dollars in thousands)
(Unaudited)
Six Months Ended
August 3, August 4,
2002 2001
Cash flows from operating activities:
Net loss ($6,708) ($5,716)
Adjustments to reconcile net loss
to net cash from operations:
Depreciation and amortization 7,261 7,939
Restricted stock expense 22 69
Deferred taxes and other 256 (64)
Change in assets and liabilities:
Increase in inventories (14,517) (10,848)
Increase in other current assets (4,554) (4,135)
Decrease in current liabilities (268) (5,224)
(Increase) decrease in noncurrent assets (38) 31
Decrease in noncurrent liabilities (392) (293)
Net cash used by operations (18,938) (18,241)
Cash flows from investing activities
Purchases of property and equipment (3,612) (8,971)
Sales of property and equipment 74 206
Net cash used by investing activities (3,538) (8,765)
Cash flows from financing activities:
Net bank borrowings -- 10,900
Purchases of treasury stock (800) --
Sale of stock to employee benefit plans 69 89
Collection of stock purchase loans 736 --
Proceeds from the exercise of employee
stock options 146 --
Net cash provided by financing activities 151 10,989
'
Effect of exchange rate change on cash 22 132
Net decrease in cash and cash equivalents (22,303) (15,885)
Cash and cash equivalents at beginning of period 38,415 22,157
Cash and cash equivalents at end of period $16,112 $6,272
Supplemental disclosure of cash flow information:
Interest paid $ -- $ 92
Income taxes paid 2,806 5,789
Non-cash financing activities:
Distributions of deferred director fees 250 --
Issuance of restricted stock -- 215
The accompanying notes are an integral part of these consolidated financial statements.
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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
August 3, 2002 and August 4, 2001, the results of operations for the three and
six months then ended, and cash flows for the six months then ended. The
results of operations for the three and six month periods ended August 3, 2002
and August 4, 2001 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 2001 Annual Report on Form 10-K.
(2) Financing Arrangements
Effective July 5, 2002, the Company entered into a new three-year, unsecured,
revolving credit agreement with a group of banks, with an aggregate commitment
of up to $50,000,000. The facility replaced the Company's previous $50,000,000
committed facility, which expired coincident with the closing of the new
facility. At August 3, 2002, letters of credit totaling $11,539,000 were
outstanding under the facility.
The new credit facility, which expires July 5, 2005, is for working capital,
inventory financing and letter of credit purposes. Borrowings under the
facility can be made, at the Company's option and subject to certain
limitations, in the form of loans or by the issuance of bankers' acceptances
with respect to inventory purchases. Loans under the facility bear interest,
at the Company's option, at either the lead bank's prime lending rate plus a
margin of .5% to 1.0% or the LIBOR rate plus a margin of 1.5% to 2.5%, with the
margin depending on the Company's leverage ratio. Bankers' acceptances are
discounted by the lead bank's bankers' acceptance rate plus a margin of 1.25%
to 2.0%, with the margin depending on the Company's leverage ratio.
Availability of the bank commitment is limited to 45% of eligible inventory,
not to exceed $50,000,000. Under terms of the agreement, the Company is
required to maintain certain financial ratios and other financial conditions.
The agreement prohibits the Company from making certain investments, advances
or loans, and limits the dollar amounts of capital expenditures, purchases of
treasury shares, cash dividends and assets sales. In the event that the
Company is in default of certain provisions of the agreement, the lenders would
be permitted to file liens against the Company's inventory located in the
United States and perfect the pledge of 65% of the stock of the Company's
Canadian subsidiary, thereby securing the indebtedness.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (cont'd)
(3) Comprehensive Income/Loss
Comprehensive income or loss represents the change in equity (net assets) of a
business enterprise during a period from transactions and other events and
circumstances from non-owner sources. It includes all changes in equity during
a period except those resulting from investments by owners and distributions
to owners.
Comprehensive loss for the three months ended August 3, 2002 and August 4, 2001
was $3,382,000 and $2,678,000, respectively. Comprehensive loss for the six
months ended August 3, 2002 and August 4, 2001 was $6,675,000 and $5,952,000,
respectively. Other comprehensive income or loss consists of the cumulative
effect of foreign currency translation adjustments.
(4) Stock Purchase Loans
On May 16, 2002, the Board of Directors elected, with the consent of all
currently employed participants, to abolish the Company's Executive Stock Loan
Program, which originated in August 1999. Under the program, certain executive
officers were given the opportunity to borrow funds for up to specified amounts
to be used to purchase shares of Company common stock at current market prices.
All principal and accrued interest on the loans were payable at the end of a
three year term. The loans were not collateralized by the common stock, but
the program provided that if any of the shares were sold within three years
following the date of purchase, any sales proceeds per share over the purchase
price per share would be payable to the Company unless at the time of the sale
all principal and accrued interest on the loan used to purchase the common
stock had been paid to the Company.
As of May 15, 2002, the effective date of the program cancellation, currently
employed participants under the program had purchased 154,131 shares of
Company common stock, and had loans and accrued interest outstanding of
$735,000. The Company purchased, at the market price on the effective date,
the Company common stock that was purchased by the executive officers under the
program, and the notes were extinguished. Amounts owed to the Company or the
participants as a result of the difference between the proceeds from sale and
the loan balance plus accrued interested have been paid in full.
The balance remaining in stock purchase loans relates to a note from a retired
executive and has a due date of August 31, 2002. Upon his death in August
2000, the obligation was transferred to his estate. The note is currently past
due and the Company is pursuing collection from the estate of the former
executive.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (cont'd)
(5) Pending Legal Action
On July 18, 2002, the Company was served with a summons and complaint of a
lawsuit, seeking class action status, asserting claims for overtime pay under
California law for managers of Bombay's Company stores. Based upon its review
of the complaint and its initial investigation of this matter, the Company
believes the plaintiffs' claims are without merit and it intends to vigorously
defend against them. While it is not possible to predict the outcome of this
legal action or provide a reasonable estimate of potential liability, if any,
that may arise, the Company believes that costs resulting from the action will
not have a material adverse impact on its consolidated financial position, cash
flows or liquidity, but could possibly be material to the consolidated results
of operations in a particular quarter or fiscal year.
(6) New Accounting Pronouncement
The Company will adopt the provisions of Statement of Financial Accounting
Standards No. 146, Accounting for Costs Associated with Exit or Disposal
Activities ("FAS 146"). FAS 146 requires that certain costs associated with
exit or disposal activities be recognized when they are incurred rather than
at the date of commitment to an exit or disposal plan. The provisions of the
FAS 146 will be required for exit or disposal activities initiated after
December 31, 2002.
(7) Subsequent Event Management Change
On August 20, 2002, the Company announced the departure of its President and
Chief Executive Officer. In connection with the separation, a one-time charge
of $.02 per share, which includes obligations under an executive severance
agreement as well as other costs associated with the search for a new Chief
Executive Officer, will be recorded in the third fiscal quarter.
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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: downward pressure in retail due to continuing
economic pessimism; competition; seasonality; success of operating initiatives;
new product development and introduction schedules; acceptance of new product
offerings including children's merchandise; uninterrupted flow of product
through import channels; advertising and promotional efforts including the
catalog program; effectiveness of the revised store layout; 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; success of new business initiatives including international
strategy, Internet and wholesale product offerings; hiring and retention of key
management personnel and other risks and uncertainties contained in the
Company's 2001 Annual Report on Form 10-K and other SEC filings as they occur.
General
The Bombay Company, Inc. designs, sources and markets a unique line of home
accessories, wall decor and furniture through 422 retail locations in 43 states
in the United States and nine Canadian provinces, as well as through specialty
catalogs and the Internet in the U.S. and internationally. The Company also
has international licensing agreements under which a total of five licensed
international stores are operating in the Dominican Republic, Kuwait, Puerto
Rico and Turkey. During 2001, the Company introduced Bombay KIDS ("KIDS"), a
new line of children's furniture, textile and accessories, which is currently
being tested in its first store location as well as through catalog and
Internet channels. The Company's wholesale operation, Bailey Street Trading
Company, markets a limited number of furniture and accessory SKUs under
separate brands to specialty gift stores, furniture stores, department stores,
catalogers and mass merchants. The operations of Bombay KIDS, International
and Bailey Street Trading Company are all relatively new and immaterial to the
overall results and, therefore, are not discussed separately.
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 specifications through a worldwide network of
contract manufacturers. 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
adjusting selling prices (subject to competitive conditions), improving
designs and finding alternative production sources in lower cost countries.
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Results of Operations
Quarters Ended August 3, 2002 and August 4, 2001
Net revenue increased 3% to $100,040,000 for the quarter ended August 3, 2002
compared to $97,030,000 for the quarter ended August 4, 2001. Same store sales
declined 6% for the quarter. Decisions made in the second half of Fiscal 2001
regarding merchandise purchases and marketing plans continued to have negative
consequences into the second fiscal quarter. In view of the uncertain retail
environment during Fall 2001, merchandise orders were cancelled, delayed or
not placed at all. Although inventory levels were leaner in 2002, the result
was that the mix of merchandise was adversely impacted leaving voids in best
sellers and key categories. In addition, during Fall 2001, the Company
decided to invest additional funds in marketing and test new marketing
strategies which included substituting newspaper advertisements and post
cards for catalogs, historically the Company's primary marketing vehicle.
These efforts proved to be ineffective and it was determined that the new
marketing efforts needed to be incremental rather than in place of catalogs.
Although some improvement was made toward the latter portion of the first
quarter and into the second quarter, the lead times to correct both
merchandising and marketing plans are long, and changes made during the
first quarter did not have full effect in the second quarter.
On a geographical basis, all regions of the United States and Canada reported
negative same store sales with little variation in the percentages. Outlet
store performance continued to be the strongest, reporting positive same store
sales for the second quarter. From a sales mix standpoint, for the core retail
business, furniture represented 48% of the business, wall decor was 13% and
accessories were 39%, compared to the prior year of 49% furniture, 15% wall
decor and 36% accessories. The average ticket was approximately $93 for the
quarter, down $1 from the comparable prior year period, while the number of
transactions increased 1.5%.
The declines in same store sales were offset by sales from new stores and
stores converted to the large format as well as from Internet, International,
KIDS and Bailey Street Trading Company
operations.
Cost of sales, including buying and occupancy costs, was $76,155,000 for the
second fiscal quarter compared to $72,850,000 for the same period last year.
As a percentage of revenue, cost of sales increased to 76.1% for the quarter
compared to 75.1% for the prior year period. Product margins declined 38
basis points as a result of higher promotional activity. Buying and occupancy
costs increased to $23,310,000 or 23.3% of revenue from $21,969,000 or 22.6%
reflecting negative leverage from the decline in same store sales. Total
retail square footage increased 6% over the second quarter of the prior
fiscal year.
Selling, general and administrative expenses were $29,386,000 during the second
quarter of the current fiscal year compared to $28,551,000 in the comparable
prior year period, both at 29.4% of revenue. Increases were primarily
attributable to additional investments in advertising and increased
payroll and related costs as a result of increased store count.
For the quarter ended August 3, 2002, net interest income was $87,000 compared
to net interest expense of $59,000 in the second quarter of Fiscal 2001. The
improvement is due to higher overall cash levels in the current year primarily
related to lower inventory balances.
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Six Months Ended August 3, 2002 and August 4, 2001
For the six months ended August 3, 2002, net revenue totaled $190,895,000
compared to $188,006,000 in the first six months of the prior fiscal year.
Same store sales declined 8% for the year-to-date comparison. Although the
second fiscal quarter showed improvement over the first quarter, the first six
months reflected the negative consequences of decisions made in Fall 2001
related to cancelled and delayed merchandise orders and marketing changes.
All regions of the United States and Canada reported negative same store sales
in the core retail business with little variation in the percentages, while
outlets were flat with the comparable prior year period. Furniture represented
47% of the core retail business, wall decor was 14% and accessories were 39%,
compared to 48% furniture, 16% wall decor and 36% accessories in the prior
fiscal year. The average transaction was approximately $96 during the period,
and the number of transactions decreased less than 1%.
The decline in same store sales was offset by sales from new stores and stores
converted to the large format as well as from Internet, International, KIDS
and Bailey Street Trading Company operations.
Cost of sales, including buying and store occupancy costs, was $144,630,000
during the six months ended August 3, 2002, an increase of 3% over the prior
year comparable amount of $140,339,000. As a percentage of revenue, cost of
sales remained constant at 51.6%. Buying and occupancy costs increased to
$46,163,000 or 24.2% of revenue from $43,417,000 or 23.1% of revenue reflecting
negative leverage from the decline in year-to-date same store sales as total
retail square footage increased 6% since August 4, 2001.
Selling, general and administrative expenses were $57,540,000 for the six
months compared to $57,110,000 in the prior year period. As a percentage of
revenues, expenses improved slightly at 30.1% in the current period compared
to 30.4% last year. Improvement as a percentage of revenue is primarily
related to payroll and related costs, mainly in the first fiscal quarter.
For the six months ended August 3, 2002, net interest income was $188,000
compared to net interest expense of $5,000 in the six months ended
August 4, 2001. The improvement is a result of lower inventory balances in
the current year, which resulted in higher invested cash balances.
Liquidity and Capital Resources
The primary sources of liquidity and capital resources are cash flows from
operations and bank lines of credit. The Company has an unsecured, revolving
credit agreement with a group of banks, with an aggregate commitment of up to
$50,000,000, available for working capital, inventory financing through
bankers' acceptances and letter of credit purposes. Availability of the bank
commitment is limited to 45% of eligible inventory, not to exceed $50,000,000.
At August 3, 2002, the bank commitment was $46,705,000, letters of credit
totaling $11,539,000, primarily to support inventory purchases, were
outstanding, and $35,166,000 was available for borrowings or additional letters
of credit. The Company ended the fiscal quarter with cash balances of
$16.1 million, $9.8 million higher than at the prior year second quarter, due
in part to lower inventory levels and lower capital expenditures.
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Through the second quarter of Fiscal 2002, the Company has opened four large
format stores, five outlets and the Company's first KIDS store. One regular
store was converted to the large format and seven under-performing stores were
closed during the period. As of the end of the second quarter, the Company had
326 large format stores, 54 regular stores, 41 outlets and one KIDS store for
a total of 422 stores compared to 415 stores as of the end of the second
quarter of Fiscal 2001. During the remainder of Fiscal 2002, the Company
expects to open approximately 15 to 20 additional stores, including five
outlets and four KIDS stores, and to convert four regular stores to the large
format. Approximately 12 stores are expected to close before the end of the
year.
Over the next two years and one half years, the Company will have lease
renewals related to approximately 200 stores. The Company has also indicated
that it believes that it can open over 100 KIDS stores over the next three
years. The Company currently expects to finance its expansion objectives
through cash flows from operations and its credit facility.
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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 16, 2002.
(b) Directors elected to hold office are listed in the attached Proxy
Statement, which is incorporated herein by reference. Directors elected:
John H. Costello, James A. Marcum and Carmie Mehrlander. Directors continuing:
Glenn E. Hemmerle, Julie L. Reinganum, Bruce R. Smith and Nigel Travis.
Election of Directors:
John H. Costello - For: 28,678,234 Withheld: 435,763
James A. Marcum - For: 28,840,461 Withheld: 273,536
Carmie Mehrlander - For: 28,693,284 Withheld: 420,713
(c) A proposal to amend and restate the Company's Employee Stock Purchase
Plan.
For - 26,775,027
Against/Withheld - 961,417
Abstain - 1,377,553
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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 11, 2002. Such Exhibit is incorporated
herein by reference.
10(a) Amended and Restated Credit Agreement
among The Bombay Company, Inc., as Borrower,
Bank of America, N.A., as Administrative Agent,
Swing Line Lender, and L/C Issuer, and the Other
Lenders Party Hereto, dated July 5, 2002.
10(b) Employment Contract with Executive Officer.
10(c) Employment Contract with Executive Officer.
10(d) Employment Contract with Executive Officer.
99 Certifications of Registrant Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
(b) The Company filed a Form 8-K relating to a California lawsuit on
August 7, 2002.
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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 as both an officer of
the registrant and as the principal financial officer.
THE BOMBAY COMPANY, INC.
(Registrant)
/s/ ELAINE D. CROWLEY
Elaine D. Crowley
Senior Vice President, Chief
Financial Officer and Treasurer
Date: September 17, 2002
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
CERTIFICATION PURSUANT TO 18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Brian N. Priddy, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Bombay Company,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: September 17, 2002
/S/BRIAN N. PRIDDY
Brian N. Priddy
Executive Vice President Operations
Chairman Interim Executive Committee*
* On August 20, 2002, the Company announced the resignation of Carmie
Mehrlander, as Chairman, President and Chief Executive Officer. An Interim
Executive Committee of management has been appointed to direct the Company's
business until a new Chief Executive Officer is named.
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THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
CERTIFICATION PURSUANT TO18 U.S.C.
SECTION 1350 AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Elaine D. Crowley, certify that:
1. I have reviewed this quarterly report on Form 10-Q of The Bombay Company,
Inc.;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report; and
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this quarterly report.
Date: September 17, 2002
/S/ELAINE D. CROWLEY
Elaine D. Crowley
Senior Vice President, Chief
Financial Officer and Treasurer
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