UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
(MARK ONE)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended August 2, 2003 |
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to . |
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Commission File Number: 000-24261 |
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RESTORATION HARDWARE, INC. |
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(Exact Name of Registrant as Specified in Its Charter) |
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DELAWARE |
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68-0140361 |
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(State or Other Jurisdiction of |
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(IRS Employer |
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15 KOCH ROAD, SUITE J, CORTE MADERA, CA 94925 |
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(Address of Principal Executive Offices) (Zip Code) |
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(415) 924-1005 |
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(Registrant’s Telephone Number, Including Area Code) |
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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 requirement for the past 90 days.
Yes ý No o
Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Yes ý No o
As of August 26, 2003, 30,191,814 shares of the registrant’s common stock, $0.0001 par value per share, were outstanding.
FORM 10-Q
FOR THE QUARTER ENDED AUGUST 2, 2003
TABLE OF CONTENTS
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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2
RESTORATION HARDWARE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
(Unaudited)
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August 2, |
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February 1, |
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August 3, |
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(As Restated) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
2,214 |
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$ |
1,630 |
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$ |
1,540 |
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Accounts receivable |
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4,079 |
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3,352 |
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3,324 |
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Merchandise inventories |
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92,289 |
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94,500 |
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89,234 |
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Prepaid expense and other current assets |
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10,692 |
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12,445 |
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13,394 |
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Total current assets |
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109,274 |
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111,927 |
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107,492 |
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Property and equipment, net |
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83,587 |
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90,038 |
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96,306 |
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Goodwill |
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4,560 |
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4,560 |
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4,560 |
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Deferred tax asset |
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22,437 |
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17,171 |
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19,139 |
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Other long-term assets |
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4,867 |
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2,532 |
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2,101 |
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Total assets |
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$ |
224,725 |
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$ |
226,228 |
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$ |
229,598 |
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LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
31,923 |
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$ |
35,649 |
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$ |
41,698 |
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Deferred revenue |
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4,828 |
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5,870 |
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3,779 |
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Revolving line of credit, net of debt issuance costs |
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— |
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— |
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23,159 |
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Other current liabilities |
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8,925 |
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9,322 |
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9,277 |
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Total current liabilities |
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45,676 |
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50,841 |
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77,913 |
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Long-term line of credit, net of debt issuance costs |
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25,909 |
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13,909 |
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— |
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Deferred lease incentives |
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36,190 |
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39,109 |
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41,161 |
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Deferred rent |
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14,414 |
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14,163 |
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13,500 |
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Other long-term obligations |
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140 |
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144 |
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80 |
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Total liabilities |
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122,329 |
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118,166 |
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132,654 |
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Series A redeemable convertible preferred stock, $.0001 par value, 28,037 shares designated, 13,470 shares issued and outstanding, at August 2, 2003, February 1, 2003 and August 3, 2002, aggregate liquidation preference and redemption value of $15,426 at August 2, 2003 |
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13,328 |
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13,328 |
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13,529 |
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Common stock, $.0001 par value; 60,000,000 shares authorized: 30,175,699, 30,050,994 and 29,870,210 issued and outstanding, at August 2, 2003, February 1, 2003 and August 3, 2002, respectively |
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152,376 |
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150,881 |
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149,417 |
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Stockholder loan |
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— |
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— |
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(2,050 |
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Unearned compensation |
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(409 |
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(659 |
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(904 |
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Accumulated other comprehensive income (loss) |
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431 |
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(132 |
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(115 |
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Accumulated deficit |
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(63,330 |
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(55,356 |
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(62,933 |
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Total stockholders’ equity |
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89,068 |
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94,734 |
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83,415 |
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Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
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$ |
224,725 |
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$ |
226,228 |
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$ |
229,598 |
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See Notes to Condensed Consolidated Financial Statements.
3
RESTORATION HARDWARE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)
(Unaudited)
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Three Months Ended |
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Six Months Ended |
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August 2, |
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August 3, |
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August 2, |
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August 3, |
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(As Restated) |
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(As Restated) |
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Net sales |
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$ |
95,973 |
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$ |
85,019 |
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$ |
177,739 |
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$ |
154,396 |
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Cost of sales and occupancy |
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71,160 |
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62,716 |
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132,985 |
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121,205 |
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Gross profit |
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24,813 |
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22,303 |
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44,754 |
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33,191 |
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Selling, general and administrative expenses |
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28,862 |
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27,504 |
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56,891 |
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54,962 |
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