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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 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended January 30, 1999
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 incorporatio (I.R.S. Employer Identification
or organization) Number)
550 Bailey Avenue
Fort Worth, Texas 76107
(Address of principal executive offices) (Zip Code)
(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, $1 Per Share
New York Stock Exchange
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 16, 1999 was approximately
$22,277,456
Shares outstanding at April 16,1999: Common Stock, $1 Par Value: 36,609,371
DOCUMENTS INCORPORATED BY REFERENCE:
(a) Portions of the Annual Report to Shareholders for the Fiscal Year Ended
January 30, 1999 (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 20, 1999 (as expressly incorporated by reference in Part III).
FORM 10-K
PART I
ITEM 1. BUSINESS.
(a) General Development of Business
The Bombay Company, Inc. and its wholly-owned subsidiaries (the "Company"
or "Bombay") is a specialty retailer marketing traditional and classic
furniture, prints and accessories for the home through a network of retail
locations throughout the United States and Canada, through mail order and over
the internet at www.bombayco.com. During Fiscal 1998, the Company expanded its
operations through the addition of 15 new stores and relocated or enlarged 16
additional stores while closing 18 locations.
In 1995, the Company changed its year end to the Saturday nearest the end
of January. Prior to that time, the Company's fiscal year ended the Sunday
nearest the end of June. To effect the change, the Company's financial
statements are reported for a 30 week or seven month period ended January 28,
1995.
In January 1995, the Company announced the closing of its Alex & Ivy
division and completed the closing in May 1995. The following discussions
relate only to its on-going Bombay operations.
(b) Financial Information About Segments
The Company operates in one business segment consisting of the retail sale
of decorative home furnishings and related items.
(c) Narrative Description of Business
Merchandise Sales, Purchasing and Distribution
Bombay operates a chain of stores, located primarily in regional shopping
malls, certain secondary malls and selected urban and suburban locations. As of
January 30, 1999, there were 361 Bombay stores in 42 states in the United States
and 51 stores in nine Canadian provinces. Bombay also markets its products
through its mail order operations in the United States and Canada and through e-
commerce over the internet at www.bombayco.com.
The Company offers a diverse selection of products consisting of
approximately 3,500 SKUs of which over 95% of the product has been designed or
styled to Bombay's specifications. Bombay's proprietary product offers unique
design, quality and exceptional value to a wide audience of consumers. While
furniture is the Company's core competency and will remain as such, more focus
has recently and will continue to be given to the smaller "take with" items such
as wood and decorative accessories, crystal, candles and a wide assortment of
gift items.
The Company regularly updates its merchandise assortment through
introducing new products and discontinuing others as they approach the end of
their life cycles. During Fiscal 1998, approximately 2,200 SKUs were introduced
as compared to 1,200 SKUs in Fiscal 1997. Typically, new product introductions
are concentrated during the Company's spring, fall and Christmas marketing
periods. The principal categories of merchandise include the following:
Furniture - This category includes both wood and metal ready-to-assemble
furniture focusing on the bedroom, living room, dining room and home office as
well as occasional pieces. Furniture represented 49% of total sales for each of
the past three fiscal years. Bombay's furniture is manufactured by contract
manufacturers located principally in China, Taiwan, Malaysia, Mexico, Indonesia,
India and the United States. During 1997, the Company introduced a limited
offering of upholstered furniture which represents less than 1% of the total
sales.
Accessories - This is the broadest category and represented 27%, 26% and 27
% of total sales in Fiscal 1998, 1997 and 1996, respectively. This category
includes both functional and decorative accessories including jewelry and
memorabilia boxes, baskets, candles and scents, crystal, ceramics, frames and
desktop, textiles, floral and holiday. The items are imported from 14 countries
in Asia, North America and Europe.
Wall Decor - This category includes prints, mirrors and sconces which
represented 15%, 17% and 16% of total sales in Fiscal 1998, 1997 and 1996,
respectively. This merchandise is sourced primarily from the United States,
Canada, Italy and Korea.
Lamps and Other - This category includes lamps and seasonal offerings which
are sourced primarily from China, Taiwan and the United States. These items
accounted for approximately 9%, 8% and 8% of total sales in Fiscal 1998, 1997
and 1996, respectively.
Merchandise is manufactured to Company specifications through a network of
contract manufacturers located principally in Asia and North America.
Approximately 60% of production needs are provided from overseas sources.
Branch offices located in Taiwan, Malaysia, Indonesia and China and agents in
various countries locate prospective vendors, coordinate production requirements
with manufacturers and provide technical expertise and quality control.
Bombay is not dependent on any particular supplier and has had long
standing relationships with many of its vendors. Approximately 70% of the
Company's merchandise requirements are supplied by 35 contract manufacturers in
eight countries. No long-term production agreements are in place; however,
agreements are in place with major manufacturers that prohibit the production of
proprietary product for other parties. Additional manufacturing capacity and
alternative sources, both domestic and international, continue to be added
through new vendors and plant expansions by existing vendors. The Company does
business with its vendors principally in United States currency and has not
historically experienced any material difficulties as a result of any foreign
political, economic or social instabilities.
Usually it takes several months from the time a merchandise order is placed
with a manufacturer until the goods are received at centralized distribution
centers in the United States and Canada. Depending on the category, the source
country and whether an item is new or a reordered product, lead times can vary
from as little as two months to as much as twelve months from order placement
until arrival at the stores. Order times are slightly less for North American
manufacturers principally due to shorter shipping times. Lead times may also be
impacted by seasonality factors especially in months when manufacturers are
producing at or near peak capacity to meet seasonal demands. As a result,
Bombay maintains a substantial inventory position in its distribution centers to
ensure a sufficient supply of products to its customers.
Store inventories are replenished from regional distribution centers
located in Fort Worth, Texas; Atlanta, Georgia; Gilbertsville, Pennsylvania and
Mississaugua, Ontario. The distribution centers are strategically located and
provide the capability to replenish the majority of store inventories within 48
hours of when the order is processed. The Company uses dedicated trucks and
less-than-truckload carriers to transport its product from its distribution
centers to the stores. The Company also leases two vehicles used to transport
product locally in the major metropolitan Toronto area.
Stores and Real Estate
The Company bases its stores primarily in regional shopping malls, certain
secondary malls and selected urban and suburban locations that satisfy its
demographic and financial return criteria. Significant attention is given to
visual merchandising opportunities to maximize the ability to display product in
the most attractive setting.
In selecting store locations, the Company's real estate department conducts
extensive analyses of potential store sites and bases its selection on the
performance of other specialty retail tenants, the size of the market and the
demographics of the surrounding area. In evaluating a store location, placement
of the store relative to retail traffic patterns and customer base of other
retailers in the nearby vicinity are important considerations. Although 90% of
the current stores are mall based, the Company has opened stores in alternative
locations including street and upscale, open air strip locations. The Company
will continue to seek out the most potentially profitable locations for the
opening of new stores regardless of the venue.
Prior to 1992, the Company operated stores that were typically 1,500 to
1,800 square feet in size. In 1992, to accommodate the increasing number of
products, the Company introduced a large format store which was approximately
4,000 square feet in total size. Between 1992 and 1995, the Company underwent a
dramatic period of growth expanding the total retail square footage relating to
Bombay stores from 504,000 square feet to 1,206,000 square feet and increasing
its Bombay store count from 309 to 428. Beginning in 1995, the Company adopted
a more conservative approach to expansion, reducing both the number of stores
opened or converted to the large format and the targeted size of the stores from
4,000 square feet to 3,000 to 3,500 square feet. As of January 30, 1999, 251
large format stores were in operation including 155 stores that have been
converted from regular stores since Fiscal 1992.
During Fiscal 1997, the Company undertook a program to update its store
design and introduced the new design in three locations. In Fiscal 1998, the
Company opened 15 new stores and converted 16 others from the regular format to
the large format, all of which were constructed in the new design. In addition,
21 stores underwent major remodeling, including new paint, flooring and
lighting, while an additional 11 stores underwent minor updates in keeping with
the new design. During the year, 18 underperforming stores were also closed.
In Fiscal 1999 and forward, the Company will continue its efforts to update the
appearance of its stores with all new store openings and conversions being
constructed in the new design. The store expansion plan includes approximately
20 stores openings and 15 to 20 conversions in Fiscal 1999.
During Fiscal 1998, the Company's store openings included five outlet
stores which were typically located in traditional outlet malls. The Company
views the use of outlets as an opportunity to increase sales to a different
customer base, to assist in the orderly clearance of merchandise and to further
capitalize on its strength in designing and sourcing proprietary product.
Bombay's store opening plans for Fiscal 1999 include 5 to 8 outlet locations.
The Company's average cost of leasehold improvements, furniture, fixtures
and machinery for stores (excluding outlets) opened or converted in Fiscal 1998,
net of landlord allowances, was approximately $300,000 per store or $85 per
square foot. In addition, other investments which consist primarily of
inventory in the store location, averaged approximately $86,000 per large format
store. The average cost of leasehold improvements, furniture, fixtures and
machinery for outlet stores opened in Fiscal 1998, net of landlord allowances,
was approximately $65,000 per store while the inventory investment also averaged
approximately $65,000 per store. Bombay stores typically achieve store
operating level profitability during their first year of operations.
As of January 30, 1999, 361 stores were operating in 42 states in the
United States and 51 stores were operating in nine 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:
AL - 5 KY - 2 NY - 23
AR - 1 LA - 7 OH - 15
AZ - 5 MA - 9 OK - 4
CA - 49 MD - 12 OR - 3
CO - 4 MI - 9 PA - 18
CT - 6 MN - 5 RI - 2
DC - 1 MO - 5 SC - 4
DE - 3 MS - 2 TN - 12
FL - 32 NC - 10 TX - 24
GA - 14 NE - 1 UT - 3
IA - 1 NH - 3 VA - 13
IL - 15 NJ - 16 WA - 8
IN - 5 NM - 1 WI - 1
KS - 4 NV - 3 WV - 1
CANADA:
AB - 3 NB - 2 ON - 26
BC - 7 NF - 1 PQ - 8
MB - 1 NS - 2 SK - 1}
Competition
The home furnishings and decorative accessories market is highly fragmented.
The Company faces competition from furniture stores, department stores and other
specialty retailers. 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 substantially all of the income occurs in the
fiscal quarter the Christmas season. Cash balances increase significantly in
December due to the Christmas business.
Intangibles
The Company owns a number of the trademarks and service marks used in its
business, including federal registrations for the marks "The Bombay Company" and
"Bombay" and the palm tree logo. The Company's trademarks are also registered
or are the subject of pending applications in a number of foreign countries.
Each registration is renewable indefinitely if the mark is still in use at the
time of renewal.
The Company believes that its registered trademarks have significant value
and that these marks enhance the Bombay brand and are instrumental in the
Company's ability to create, sustain demand for and market its product. From
time to time, the Company discovers products in the marketplace that are
counterfeit reproductions of the Company's product or that otherwise infringe
upon trademark or tradedress rights held by the Company. The Company has and
will continue to vigorously defend it rights under the marks 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. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance or achievements of the Company
to be materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
but are not limited to, 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, and the effects of Year 2000 issues.
Executive Officers
The executive officers of the Company, their respective ages, positions held
and tenure as officers are as follows:
Position(s) Held with Officer of the
Name the Company Company Since
Age
Robert S. Jackson 53 Chief Executive Officer 1997
Carmie Mehrlander 47 President and Chief Operating 1998
Officer
Brian N. Priddy 42 Senior Vice President, Stores 1998
Steven C. Woodward 42 Senior Vice President, 1998
Merchandising
Daniel L. Lawrence 50 Senior Vice President, Sourcing 1996
Elaine D. Crowley 40 Vice President, Finance and 1996
Treasurer
James D. Johnson 52 Vice President, Human Resources 1998
Cathy S. Pringle 47 Vice President, Marketing 1998
Michael J. 42 Vice President, Secretary and 1985
Veitenheimer General Counsel
Robert S. Jackson was appointed Chief Executive Officer of the Company on
February 2, 1998, after serving as acting President and Chief Executive Officer
of the Company since March 29, 1997. He has been a member of the Board of
Directors since 1991. Prior to joining Bombay as an officer, he was a private
investor and business consultant after having served as President and Chief
Executive Officer of USPCI, Inc., a former waste management subsidiary of Union
Pacific Corporation from May 1991 until December 1994. From December 1981 until
May 1991, Mr. Jackson was employed by Union Pacific Resources, the oil and gas
and hard minerals subsidiary of Union Pacific Corporation, serving as its Vice
President of Finance and Administration from 1984 until 1988 and as its
Executive Vice President and Chief Financial Officer from 1988 until 1991.
Carmie Mehrlander was named President and Chief Operating Officer of the
Company on February 12, 1998, and was elected to fill a vacancy on the Board of
Directors on March 26, 1998. Prior to joining the Company, Ms. Mehrlander
served as Executive Vice President-Merchandising for Home Shopping Network from
June 1996 to June 1997, and as Divisional Vice President of Sears Merchandise
Group from August 1993 to June 1996. Prior to joining Sears, she was Group Vice
President of Macy's South from July 1990 to August 1993 following 13 years of
fashion retailing at Abraham & Strauss and Macy's (Bamberger's).
Brian N. Priddy was named Senior Vice President, Stores on April 21, 1998.
Prior to joining Bombay, Mr. Priddy served as District General Manager and a
member of the Senior Strategic Leadership Team for Sears, Roebuck and Company
from July 1993 to April 1998 and as Regional Merchandise Manager
(Furniture/Hardlines) for Montgomery Wards from September 1992 to July 1993.
From May 1991 until September 1992, Mr. Priddy served as Director of Stores for
the Lillie Rubin chain of specialty stores and from November 1984 to April 1991
as Regional Vice President of Store Operations for Maison Blanche department
stores.
Steven C. Woodward was named Senior Vice President, Merchandising on August
3, 1998. His responsibilities include buying, concept and product development,
planning, allocation, multinational sourcing and quality assurance. Mr.
Woodward came to Bombay from Service Merchandise where he was the Vice President
of the Home Store Merchandise group from November 1997 to July 1998. Prior
thereto, Mr. Woodward held various positions at Pier 1 Imports from August 1992
to October 1997, including Vice President of Furniture, Textiles and Decorative
Accessories.
Daniel L. Lawrence has served as Senior Vice President, International
Sourcing since 1992 and is principally responsible for product sourcing and
quality assurance. He was elected a corporate officer on February 21, 1996.
From 1990 to 1992 he acted as Vice President, Merchandising for the former
Bombay division of the Company. Mr. Lawrence joined Bombay after serving as
Senior Vice President, Merchandising for Michael's Stores, Inc. and holding
various positions at Pier 1 Imports from 1975 to 1988, including Vice President,
Divisional Merchandise Director from 1986 to 1988.
Elaine D. Crowley was named Vice President, Finance and Treasurer effective
January 25, 1996, after having served as Corporate Controller since January
1995. Prior thereto, Ms. Crowley acted as Executive Vice President, Operations
of The Bombay Company division from January 1994 to January 1995, Vice President
and Controller from January 1991 to December 1994, and Controller from August
1990 to December 1990. Ms. Crowley was with Price Waterhouse from 1981 to 1990.
James D. Johnson joined Bombay on August 17, 1998 as Vice President, Human
Resources. Prior thereto, Mr. Johnson served as Regional Human Resources
Manager for Sears Product Service for the Dallas and Memphis Region, and as
District Human Resources Manager for Sears Retail Organization from December
1994 to August 1998. Prior thereto, Mr. Johnson was employed by Federated
Department Stores in the Abraham & Strauss division from August 1982 to December
1994 as Area Director of Human Resources, Director of Human Resources/Operations
and Merchandising Group Manager. Mr. Johnson began his retail human resources
career at Macy's Department Stores when he was employed from 1974 to 1982.
Cathy S. Pringle joined the Bombay management team on September 9, 1998 from
Paging Network, Inc. in Dallas, Texas where she served as Vice President
Marketing, Paging Products and Services from 1996 to 1998. Prior to Paging
Network, Inc., Ms. Pringle was Director of Marketing for the Printing and
Publishing Division of Jostens during 1995 and 1996. Ms. Pringle began her
marketing career at Rubbermaid Incorporated, where she served as Group Product
Manager during 1994-1995, Senior Product Manager during 1993-1994, Product
Manager from 1989 to 1993 and as Marketing Coordinator from 1986 to 1989.
Michael J. Veitenheimer was named Vice President effective August 4, 1994,
and has served as Secretary of the Company since July l, 1985, and General
Counsel since December 1983. From 1983 to 1985 he was Assistant Secretary of
the Company. Prior thereto, Mr. Veitenheimer was in private practice of law in
Fort Worth, Texas.
(d) Financial Information About Geographic Areas
The Company operates in the United States and Canada. For financial
information by geographic area, see Note 8 to the Company's Consolidated
Financial Statements, located on page 26 of the Annual Report to Shareholders,
filed as Exhibit 13 to this Form 10-K Annual Report. Such Exhibit is
incorporated herein by reference.
ITEM 2. PROPERTIES.
The Company owns its United States headquarters office complex of which
it occupies approximately 77,000 square feet. The Company leases stores,
distribution centers, regional and Canadian offices under numerous operating
leases. Owned and leased facilities are summarized following:
Square Feet
Description Owned Leased
Stores:
Regular -- 303,000
Large format -- 989,000
Distribution centers:
McDonnaugh, GA -- 250,000
Gilbertsville, PA -- 200,000
Fort Worth, TX -- 272,000
Mississauga, ON, CAN -- 82,000
Offices and storage:
Mississauga, ON, CAN -- 9,000
Regional sites -- 4,000
Fort Worth, TX 121,000 22,000
121,000 2,131,000
Leases generally have 10 year terms, expiring between 1999 and 2013.
Adequate insurance coverage is maintained on all properties.
For additional lease information, see Note 4 of Notes to Consolidated
Financial Statements, located on page 24 of the 1998 Annual Report to
Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such Exhibit
is incorporated herein by reference.
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 24 of the 1998 Annual Report
to Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report. Such
Exhibit is incorporated herein by reference.
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 1998 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
entitled "Price Range of Common Stock", located on page 12 of the 1998 Annual
Report to Shareholders, filed as Exhibit 13 to this Form 10-K Annual Report.
Such Exhibit is incorporated herein by reference.
(b) The approximate number of record holders of common stock on April 15,
1999 was 2,500.
(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 12 of the
1998 Annual Report to Shareholders, filed as Exhibit 13 to this Form 10-K
Annual Report. Such Exhibit is incorporated herein by reference.
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 14 to 17 of the 1998
Annual Report to Shareholders, filed as Exhibit 13 to this Form 10-K Annual
Report. Such Exhibit is incorporated herein by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The information in response to Item 8 is contained in the 1998 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.
Page Number(s) in
Annual Report*
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Statements of Operations for the Years Ended
January 30, 1999, January 31, 1998, and February 1, 1997 18
Consolidated Balance Sheets at January 30, 1999 and
January 31, 1998 19
Consolidated Statements of Cash Flows for the Years Ended
January 30, 1999, January 31, 1998, and February 1, 1997 20
Consolidated Statements of Stockholders' Equity for the
Years Ended January 30, 1999, January 31, 1998,
and February 1, 1997 21
Notes to Consolidated Financial Statements 22-26
Report of Independent Accountants 13
Unaudited Quarterly Financial Data 26
*The indicated pages of The Bombay Company, Inc. 1998 Annual Report to
Shareholders are filed as Exhibit 13 to this Annual Report on Form 10-K. Such
Exhibit is incorporated herein by reference.
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 "Section 16(a)
Beneficial Ownership Reporting Compliance" 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 caption "Security
Ownership" and 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 caption "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 Annual 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
PricewaterhouseCoopers LLP dated March 11, 1999, appearing in the
accompanying 1998 Annual Report to Shareholders are incorporated by
reference in this Form 10-K Annual Report. With the exception of the
aforementioned information and information incorporated in Items 1, 2,
3, 5, 6 and 7, the 1998 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 1998 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 10
Schedule II-Valuation and Qualifying Accounts and Reserves
for the Years Ended January 30, 1999, January 31, 1998
and February 1, 1997 12
(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 January 30,
1999.
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 11, 1999, appearing on page 13 of the 1998 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.
PRICEWATERHOUSECOOPERS LLP
Fort Worth, Texas
March 11, 1999
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 12, 1999
/s/ ROBERT S. JACKSON
Robert S. Jackson
Chairman of the Board, Chief
Executive Officer
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/ BARBARA BASS Director April 14, 1999
Barbara Bass
Director
George B. Cobbe
Director
Edmund H. Damon
/s/ GLENN E. HEMMERLE Director April 13, 1999
Glenn E. Hemmerle
Director
A. Roy Megarry
/s/ CARMIE MEHRLANDER President, Chief Operating
Carmie Mehrlander Officer and Director April 12, 1999
/s/ ROBERT E. RUNICE Director April 16, 1999
Robert E. Runice
/s/ CARSON R. THOMPSON Director April 20, 1999
Carson R. Thompson
April 22, 1999
/s/ ELAINE D. CROWLEY Vice President, Finance and
Elaine D. Crowley Treasurer
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
SCHEDULE II - VALUATION AND
QUALIFYING ACCOUNTS AND RESERVES
(Dollars in Thousands)
Additions
------------------
Charged Charged
to to
Balance at Costs Other Balance
Beginning and Accounts Deductions End of
Description of Period Expenses Describe Describe Period
Year Ended February 1,
1997
Store Conversions Reserve-
Asset Writedown $5,323 -- -- 1,683(1) $3,640
Year Ended January 31,
1998
Store Conversions Reserve-
Asset Writedown $3,640 -- -- 1,401(1) $2,239
Year Ended January 30,
1999
Store Conversions Reserve-
Asset Writedown $2,239 -- -- 611(1) $1,628
(1) Primarily remaining book value of leasehold improvements and lease obligation
of Bombay stores written off in connection with the asset writedown and store
conversion program.
THE BOMBAY COMPANY, INC. AND SUBSIDIARIES
INDEX TO EXHIBITS
Filed with the Annual Report on Form 10-K for the fiscal year ended January 30,
1999.
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.(1)
3(b) - Bylaws, as amended and restated effective May 21, 1997.
4 - Preferred Stock Purchase Rights Plan. (2)
10(a) - Form of Indemnification Agreement. (3)
10(b) - The Bombay Company, Inc. 1991 Director Stock Option Plan. (4)
10(c) - Form of Agreement used to evidence stock option grants under The
Bombay Company, Inc. 1991 Director Stock Option Plan. (5)
10(d) - The Bombay Company, Inc. Supplemental Stock Program. (5)
10(e) - The Bombay Company, Inc. 1993 Stock Deferral Plan for Non-Employee
Directors. (6)
10(f) - Executive Long Term Disability Plan. (7)
10(g) - The Bombay Company, Inc. 1996 Long-Term Incentive Stock Plan. (8)
10(h) - Form of Award Agreement under the 1996 Long-Term Incentive Stock
Plan.
10(i) - Executive Officers Incentive Compensation Plan. (9)
10(j) - Employment Contract with Executive Officer.
13 - The Bombay Company, Inc. 1998 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. (7)
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 Registration
Statement on Form 8A filed June 12, 1995. Such Exhibit is incorporated
herein by reference.
(3)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.
(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 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 Definitive Proxy
Statement dated April 3, 1996, 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 February 3, 1996. Such Exhibit is incorporated herein by
reference.
(9) Filed with the Commission as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended January 31, 1998. Such Exhibit is incorporated
herein by reference.
(10)Filed with the Commission on April 9, 1999.