The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1—THE COMPANY
Nature of Business
Restoration Hardware Holdings, Inc., a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is a luxury home furnishings retailer that offers a growing number of categories including furniture, lighting, textiles, bathware, décor, outdoor and garden, tableware, and child and teen furnishings. These products are sold through the Company’s stores, catalogs and websites.
On May 27, 2016, the Company acquired a controlling interest in Design Investors WW Acquisition Company, LLC, which owns the business operating under the name “Waterworks”. Refer to Note 3—
Business Combination
.
As of July 30, 2016, the Company operated a total of 84 retail stores and 23 outlet stores in 30 states, the District of Columbia, Canada and the U.K., and had sourcing operations in Shanghai and Hong Kong.
Basis of Presentation
The accompanying unaudited interim condensed consolidated financial statements have been prepared from the Company’s records and, in management’s opinion, include all adjustments necessary to fairly state the Company’s financial position as of July 30, 2016, and the results of operations for the three and six months ended July 30, 2016 and August 1, 2015. The Company’s current fiscal year ends on January 28, 2017 (“fiscal 2016”).
Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted for purposes of these interim condensed consolidated financial statements.
These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2016 (the “2015 Form 10-K”). Certain prior year amounts have been reclassified for consistency with the current period presentation. This reclassification had no effect on the previously reported consolidated results of operations or cash flows, and did not have a material effect on the previously reported consolidated financial position.
The results of operations for the three and six months ended July 30, 2016 presented herein are not necessarily indicative of the results to be expected for the full fiscal year.
NOTE 2—RECENTLY ISSUED ACCOUNTING STANDARDS
Revenue from Contracts with Customers
In May 2014, the
Financial Accounting Standards Board (“FASB”)
and International Accounting Standards Board issued their converged accounting standard update on revenue recognition,
Accounting Standards Update 2014-09
—
Revenue from Contracts with Customers (Topic 606)
. This guidance outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Under the new guidance, transfer of control is no longer the same as transfer of risks and rewards as indicated in the prior guidance. The Company will also need to apply the new guidance to determine whether revenue should be recognized over time or at a point in time. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The FASB deferred the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP for one year from the original effective date. In accordance with the deferral, ASU 2014-09 will become effective beginning after December 15, 2017 for public entities. Early application is permitted for annual reporting periods ending after December 15, 2016.
In April 2016, the FASB issued ASU 2016-10,
Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing,
which clarifies the guidance in the new revenue standard regarding an entity’s identification of its performance obligations in a contract, as well as an entity’s evaluation of the nature of its promise to grant a license of intellectual property and whether or not that revenue is recognized over time or at a point in time. In May 2016, the FASB issued ASU 2016-12,
Revenue from Contracts with Customers
:
Narrow-Scope Improvements and Practical Expedients
, which amends the guidance in the new revenue standard on collectibility, noncash consideration, presentation of sales tax, and transition. The amendments are intended to address implementation issues that were
7
raised by stakeholders and provide additional practical expedient
s to reduce the cost and complexity of applying the new revenue standard. These amendments have the same effective date as the new revenue standard.
The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial
statements and has not selected an adoption date or a transition method.
Consolidation Accounting
In February 2015, the FASB issued
Accounting Standards Update No. 2015-02
—Consolidation (Topic 810):
Amendments to the Consolidation Analysis
, which improves targeted areas of the consolidation guidance and reduces the number of consolidation models. The amendments to the guidance are effective for fiscal years beginning after December 15, 2015 (the Company’s first quarter of fiscal 2016), and interim periods within those years, with early adoption permitted. The Company adopted this guidance in the first quarter of fiscal 2016. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Classification of Debt Issuance Costs
In April 2015, the FASB issued
Accounting Standards Update 2015-03—Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs
. The amendments in ASU 2015-03 require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. Costs associated with line-of-credit arrangements may continue to be recorded as deferred assets. The update requires retrospective application and represents a change in accounting principle. The debt issuance costs guidance is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. The Company adopted the guidance on a retrospective basis in the first quarter of fiscal 2016. This is a change from the Company’s historical presentation whereby third party offering costs of the Company’s convertible senior notes were classified within other non-current asset on the consolidated balance sheets. To conform to the current period presentation, the Company reclassified $2.1 million as of January 30, 2016 from non-current assets to non-current liabilities on the condensed consolidated balance sheets.
Software Licenses in Cloud Computing Arrangements
In April 2015, the FASB issued
Accounting Standards Update No. 2015-05—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement
. The amendments in ASU 2015-05 provide guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, the customer should account for the software license element of the arrangement consistent with other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendments in ASU 2015-05 are effective for fiscal years beginning after December 15, 2015, and interim periods within those years. The guidance may be applied either prospectively to all arrangements entered into or materially modified after the effective date or retrospectively. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2016. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Measurement of Inventory
In July 2015, the FASB issued
Accounting Standards Update 2015-11—Inventory (Topic 330): Simplifying the Measurement of Inventory,
which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The guidance must be applied on a prospective basis and is effective for periods beginning after December 15, 2016, with early adoption permitted. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2016. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
Business Combinations
In September 2015, the FASB issued
Accounting Standards Update 2015-16—Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments
. The guidance requires the acquirer to recognize adjustments to provisional amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined. The business combination guidance is effective for interim and annual periods beginning after December 15, 2015, with early adoption permitted, and is to be applied on a prospective basis. The Company adopted this guidance on a prospective basis in the first quarter of fiscal 2016. The adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures.
8
Accounting for Leases
In February 2016, the FASB issued
Accounting Standards Update 2016-02
—
Leases,
which, for operating leases, requires a lessee to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in its balance sheet. The standard also requires a lessee to recognize a single lease cost, calculated so that the cost of the lease is allocated over the lease term, on a generally straight-line basis. The ASU is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the effects that the adoption of ASU 2016-02 will have on its consolidated financial statements and anticipates the new guidance will significantly impact its consolidated financial statements given the Company has a significant number of leases.
Financial Instruments
In January 2016, the FASB issued
Accounting Standards Update 2016-01
—
Financial Instruments
—
Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities,
which amends various aspects of the recognition, measurement, presentation and disclosure for financial instruments. The new standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted only for certain provisions. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements.
Recognition of Breakage
In March 2016, the FASB issued
Accounting Standard Update No. 2016-04
—
Recognition of Breakage for Certain Prepaid Stored-Value Products
. The new guidance creates an exception under
ASC 405-20
—
Liabilities-Extinguishments of Liabilities
, to derecognize financial liabilities related to certain prepaid stored-value products using a revenue-like breakage model. The new guidance is effective in fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. This guidance can be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements.
Stock-Based Compensation
In March 2016, the FASB issued
Accounting Standard Update No. 2016-09
—
Improvements to Employee Share Based Payment Accounting
. The new guidance simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new guidance is effective in fiscal years beginning after December 15, 2017, and interim periods within those years. Early adoption is permitted. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements.
NOTE 3—BUSINESS COMBINATION
On May 27, 2016, the Company acquired a controlling interest in Design Investors WW Acquisition Company, LLC, which owns the business operating under the name “Waterworks”. The purchase price of the acquisition was approximately $119.9 million consisting of $118.4 million funded with available cash and $1.5 million representing the fair value of rollover units, which amount is subject to adjustment for changes in working capital and other items. The rollover units are included in non-current liabilities on the condensed consolidated balance sheets (refer to Note 14—
Stock-Based Compensation)
. After the transaction, and giving effect to equity interests acquired by management in the business, the Company owns in excess of 90% of the total equity interest in Waterworks.
The addition of Waterworks to the RH platform further positions the Company as an authority in two of the most important and high value rooms of the home—the bath and kitchen—and creates one of the first fully integrated luxury home brands in the world. Furthermore, the Company believes that the Waterworks brand renders the RH brand more valuable and opens RH up to additional high net worth clients, designers and contractors at a much earlier stage in the home project lifecycle. In addition, Waterworks’ long focus and service of the luxury customer is valuable to RH as it continues to elevate the RH brand and customer experience.
For the three and six months ended July 30, 2016, the Company incurred
$0.7 million and $2.8 million, respectively,
of acquisition-related costs associated with the transaction. These costs and expenses include fees associated with financial, legal and accounting advisors, and employment related costs, and are included in selling, general and administrative expenses on the condensed consolidated statements of operations.
9
The following table summarizes the purchase price allocation based on the estimated fair value of the acquired assets and assumed liabilities (
in thousands
):
Tangible assets acquired and liabilities assumed
|
|
$
|
16,249
|
|
Intangible assets
|
|
|
52,100
|
|
Goodwill
|
|
|
51,595
|
|
Total
|
|
$
|
119,944
|
|
Under purchase accounting rules, the Company valued the acquired finished goods inventory to fair value, which is defined as the estimated selling price less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the Company’s selling effort. This valuation resulted in an increase in inventory carrying value of approximately $10.8 million for marketable inventory.
Intangible assets represent trade names which have been assigned an indefinite life and therefore are not subject to amortization. The goodwill is representative of the benefits and expected synergies from the integration of Waterworks products and Waterworks’ management and employees, which do not qualify for separate recognition as an intangible asset. The trade names and goodwill are not expected to be deductible for tax purposes.
Results of operations of Waterworks have been included in the Company’s condensed consolidated statements of operations since the May 27, 2016 acquisition date. Pro forma results of the acquired business have not been presented as the results were not considered material to the Company’s consolidated financial statements for all periods presented and would not have been material had the acquisition occurred at the beginning of fiscal 2016.
NOTE 4—PREPAID EXPENSE AND OTHER ASSETS
Prepaid expense and other current assets consist of the following (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Capitalized catalog costs
|
|
$
|
38,583
|
|
|
$
|
35,836
|
|
Vendor deposits
|
|
|
24,492
|
|
|
|
22,959
|
|
Federal and state tax receivable
|
|
|
5,627
|
|
|
|
—
|
|
Prepaid expense and other current assets
|
|
|
29,580
|
|
|
|
20,225
|
|
Total prepaid expense and other current assets
|
|
$
|
98,282
|
|
|
$
|
79,020
|
|
Other non-current assets consist of the following (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Construction related deposits
|
|
$
|
16,386
|
|
|
$
|
15,384
|
|
Other deposits
|
|
|
4,757
|
|
|
|
3,635
|
|
Deferred financing fees
|
|
|
1,883
|
|
|
|
2,236
|
|
Other non-current assets
|
|
|
4,607
|
|
|
|
4,207
|
|
Total other non-current assets
|
|
$
|
27,633
|
|
|
$
|
25,462
|
|
10
NOTE 5—GOODWILL AND INTANGIBLE ASSETS
The following sets forth the goodwill and intangible assets as of July 30, 2016 (
in thousands
):
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Foreign
Currency
Translation
|
|
|
Net Book
Value
|
|
Intangible assets subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of leases
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market write-up
|
|
$
|
1,924
|
|
|
$
|
(1,744
|
)
|
|
$
|
—
|
|
|
$
|
180
|
|
Fair market write-down
(2)
|
|
|
(1,467
|
)
|
|
|
1,322
|
|
|
|
—
|
|
|
|
(145
|
)
|
Total intangible assets subject to amortization
|
|
$
|
457
|
|
|
$
|
(422
|
)
|
|
$
|
—
|
|
|
$
|
35
|
|
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
176,056
|
|
|
$
|
—
|
|
|
$
|
(76
|
)
|
|
$
|
175,980
|
|
Trademarks and domain names
|
|
$
|
100,466
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
100,466
|
|
(1)
|
The fair value of each lease is amortized over the life of the respective lease.
|
(2)
|
The fair market write-down of leases is included in other non-current obligations on the condensed consolidated balance sheets.
|
The following sets forth the goodwill and intangible assets as of January 30, 2016 (
in thousands
):
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Foreign
Currency
Translation
|
|
|
Net Book
Value
|
|
Intangible assets subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of leases
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair market write-up
|
|
$
|
1,924
|
|
|
$
|
(1,697
|
)
|
|
$
|
—
|
|
|
$
|
227
|
|
Fair market write-down
(2)
|
|
|
(1,467
|
)
|
|
|
1,289
|
|
|
|
—
|
|
|
|
(178
|
)
|
Total intangible assets subject to amortization
|
|
$
|
457
|
|
|
$
|
(408
|
)
|
|
$
|
—
|
|
|
$
|
49
|
|
Intangible assets not subject to amortization
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
$
|
124,461
|
|
|
$
|
—
|
|
|
$
|
(160
|
)
|
|
$
|
124,301
|
|
Trademarks and domain names
|
|
$
|
48,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,309
|
|
(1)
|
The fair value of each lease is amortized over the life of the respective lease.
|
(2)
|
The fair market write-down of leases is included in other non-current obligations on the condensed consolidated balance sheets.
|
NOTE 6—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
Accounts payable and accrued expenses consist of the following (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Accounts payable
|
|
$
|
130,917
|
|
|
$
|
175,024
|
|
Accrued compensation
|
|
|
26,063
|
|
|
|
27,698
|
|
Accrued freight and duty
|
|
|
22,979
|
|
|
|
27,230
|
|
Accrued sales taxes
|
|
|
15,353
|
|
|
|
19,269
|
|
Accrued occupancy
|
|
|
12,383
|
|
|
|
15,095
|
|
Accrued catalog costs
|
|
|
5,222
|
|
|
|
5,988
|
|
Accrued professional fees
|
|
|
2,420
|
|
|
|
2,736
|
|
Accrued legal settlements
|
|
|
740
|
|
|
|
3,000
|
|
Other accrued expenses
|
|
|
6,735
|
|
|
|
4,674
|
|
Total accounts payable and accrued expenses
|
|
$
|
222,812
|
|
|
$
|
280,714
|
|
Accounts payable included negative cash balances due to outstanding checks of $7.8 million and $18.4 million as of July 30, 2016 and January 30, 2016, respectively.
11
Other current liabilities consist of the following (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Unredeemed gift card and merchandise credit liability
|
|
$
|
28,847
|
|
|
$
|
24,364
|
|
Allowance for sales returns
|
|
|
13,061
|
|
|
|
12,688
|
|
Capital lease obligations—current
|
|
|
322
|
|
|
|
182
|
|
Federal and state tax payable
|
|
|
—
|
|
|
|
27,838
|
|
Other current liabilities
|
|
|
2,930
|
|
|
|
—
|
|
Total other current liabilities
|
|
$
|
45,160
|
|
|
$
|
65,072
|
|
NOTE 7—OTHER NON-CURRENT OBLIGATIONS
Other non-current obligations consist of the following (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Notes payable for share repurchases
|
|
$
|
19,523
|
|
|
$
|
19,523
|
|
Deferred contract incentive
(1)
|
|
|
8,929
|
|
|
|
—
|
|
Capital lease obligations—non-current
|
|
|
7,365
|
|
|
|
7,399
|
|
Unrecognized tax benefits
|
|
|
1,917
|
|
|
|
1,125
|
|
Rollover units and profit interests
|
|
|
1,569
|
|
|
|
—
|
|
Other non-current obligations
|
|
|
2,519
|
|
|
|
1,302
|
|
Total other non-current obligations
|
|
$
|
41,822
|
|
|
$
|
29,349
|
|
(1)
|
Represents the non-current portion of an incentive payment received in relation to a 5-year service agreement. The amount will be amortized over the term of the agreement.
|
NOTE 8—CONVERTIBLE SENIOR NOTES
0.00% Convertible Senior Notes due 2020
In June 2015, the Company issued in a private offering $250 million principal amount of 0.00% convertible senior notes due 2020 and, in July 2015, the Company issued an additional $50 million principal amount pursuant to the exercise of the overallotment option granted to the initial purchasers as part of its June 2015 offering (collectively, the “2020 Notes”). The 2020 Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The 2020 Notes will mature on July 15, 2020, unless earlier purchased by the Company or converted. The 2020 Notes will not bear interest, except that the 2020 Notes will be subject to “special interest” in certain limited circumstances in the event of the failure of the Company to perform certain of its obligations under the indenture governing the 2020 Notes. The 2020 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are also considered “events of default” under the 2020 Notes, which may result in the acceleration of the maturity of the 2020 Notes, as described in the indenture governing the 2020 Notes. The 2020 Notes are guaranteed by the Company’s primary operating subsidiary, Restoration Hardware, Inc., as Guarantor. The guarantee is the unsecured obligation of the Guarantor and is subordinated to the Guarantor’s obligations from time to time with respect to its credit agreement and ranks equal in right of payment with respect to Guarantor’s other obligations.
The initial conversion rate applicable to the 2020 Notes is 8.4656 shares of common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $118.13 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2020 Notes in connection with such make-whole fundamental change.
Prior to March 15, 2020, the 2020 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2015, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that
12
period, the trading price per $1,000 principal amount of 2
020 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. As of July
30, 2016, none of these conditions have occurred and, as a result, the 2020 Notes are not convertible as of July 30, 2016. On and after March 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date
, holders may convert all or a portion of their 2020 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2020 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination o
f cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount per note to b
e received upon conversion of $1,000.
The Company may not redeem the 2020 Notes; however, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), holders may require the Company to purchase all or a portion of their 2020 Notes for cash at a price equal to 100% of the principal amount of the 2020 Notes to be purchased plus any accrued and unpaid special interest to, but excluding, the fundamental change purchase date.
Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the 2020 Notes, the Company separated the 2020 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the 2020 Notes and the fair value of the liability component of the 2020 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 6.47% over the expected life of the 2020 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
In accounting for the debt issuance costs related to the issuance of the 2020 Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2020 Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity.
Debt issuance costs related to the 2020 Notes were composed of discounts upon original issuance of $3.8 million and third party offering costs of $2.3 million. Discounts and third party offering costs attributable to the liability component are recorded as a contra-liability and are presented net against the convertible senior notes due 2020 balance on the condensed consolidated balance sheets. During the three and six months ended July 30, 2016, the Company recorded $0.3 million and $0.5 million related to the amortization of debt issuance costs, respectively. During both the three and six months ended August 1, 2015, the Company recorded $0.1 million related to the amortization of debt issuance costs.
The carrying values of the 2020 Notes, excluding the discounts upon original issuance and third party offering costs, are as follows (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Liability component
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
300,000
|
|
|
$
|
300,000
|
|
Less: Debt discount
|
|
|
(67,739
|
)
|
|
|
(75,113
|
)
|
Net carrying amount
|
|
$
|
232,261
|
|
|
$
|
224,887
|
|
Equity component
(1)
|
|
$
|
84,003
|
|
|
$
|
84,003
|
|
(1)
|
Included in additional paid-in capital on the condensed consolidated balance sheets.
|
The Company recorded interest expense of $3.7 million and $7.4 million for the amortization of the debt discount related to the 2020 Notes during the three and six months ended July 30, 2016. The Company recorded interest expense of $1.7 million for the amortization of the debt discount related to the 2020 Notes during both the three and six months ended August 1, 2015.
2020 Notes—Convertible Bond Hedge and Warrant Transactions
In connection with the offering of the 2020 Notes in June 2015 and the exercise in full of the overallotment option in July 2015, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 5.1 million shares of its common stock at a price of approximately $118.13 per share. The total cost of the convertible
13
note hedge transactions was $68.3 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 5.1 million shares of the Comp
any’s common stock at a price of $189.00 per share. The Company received $30.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual
earnings dilution from the conversion of the 2020 Notes until the Company’s common stock is above approximately $189.00 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders
’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the con
densed consolidated balance sheets.
The Company recorded a deferred tax liability of $32.8 million in connection with the debt discount associated with the 2020 Notes and recorded a deferred tax asset of $26.6 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in non-current deferred tax assets on the condensed consolidated balance sheets.
0.00% Convertible Senior Notes due 2019
In June 2014, the Company issued $350 million principal amount of 0.00% convertible senior notes due 2019 (the “2019 Notes”) in a private offering. The 2019 Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The 2019 Notes will mature on June 15, 2019, unless earlier purchased by the Company or converted. The 2019 Notes will not bear interest, except that the 2019 Notes will be subject to “special interest” in certain limited circumstances in the event of the failure of the Company to perform certain of its obligations under the indenture governing the 2019 Notes. The 2019 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are also considered “events of default” under the 2019 Notes, which may result in the acceleration of the maturity of the 2019 Notes, as described in the indenture governing the 2019 Notes.
The initial conversion rate applicable to the 2019 Notes is 8.6143 shares of common stock per $1,000 principal amount of 2019 Notes, which is equivalent to an initial conversion price of approximately $116.09 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change,” the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2019 Notes in connection with such make-whole fundamental change.
Prior to March 15, 2019, the 2019 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2014, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of 2019 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. As of July 30, 2016, none of these conditions have occurred and, as a result, the 2019 Notes are not convertible as of July 30, 2016. On and after March 15, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2019 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2019 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount of $1,000.
The Company may not redeem the 2019 Notes; however, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), holders may require the Company to purchase all or a portion of their 2019 Notes for cash at a price equal to 100% of the principal amount of the 2019 Notes to be purchased plus any accrued and unpaid special interest to, but excluding, the fundamental change purchase date.
Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the 2019 Notes, the Company separated the 2019 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the 2019 Notes and the fair value of the liability component of the 2019 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 4.51% over the expected life of the 2019 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.
14
In accounting for the debt issuance costs related to the issuance of the 2019 Notes, the Company allocated the total amount incurred to th
e liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2019 Notes, and debt issuance
costs attributable to the equity component are netted with the equity component in stockholders’ equity.
Debt issuance costs related to the 2019 Notes were composed of discounts and commissions payable to the initial purchasers of $4.4 million and third party offering costs of $1.0 million. Discounts, commissions payable to the initial purchasers and third party offering costs attributable to the liability component are recorded as a contra-liability and are presented net against the convertible senior notes due 2019 balance on the condensed consolidated balance sheets. During both the three months ended July 30, 2016 and August 1, 2015, the Company recorded $0.2 million related to the amortization of debt issuance costs. During both the six months ended July 30, 2016 and August 1, 2015, the Company recorded $0.4 million related to the amortization of debt issuance costs.
The carrying values of the 2019 Notes, excluding the discounts and commissions payable to the initial purchasers and third party offering costs, are as follows (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
Liability component
|
|
|
|
|
|
|
|
|
Principal
|
|
$
|
350,000
|
|
|
$
|
350,000
|
|
Less: Debt discount
|
|
|
(42,451
|
)
|
|
|
(49,289
|
)
|
Net carrying amount
|
|
$
|
307,549
|
|
|
$
|
300,711
|
|
Equity component
(1)
|
|
$
|
70,482
|
|
|
$
|
70,482
|
|
(1)
|
Included in additional paid-in capital on the condensed consolidated balance sheets.
|
The Company recorded interest expense of $3.4 million and $3.3 million for the amortization of the debt discount related to the 2019 Notes during the three months ended July 30, 2016 and August 1, 2015, respectively. The Company recorded interest expense of $6.8 million and $6.6 million for the amortization of the debt discount related to the 2019 Notes during the six months ended July 30, 2016 and August 1, 2015, respectively.
2019 Notes—Convertible Bond Hedge and Warrant Transactions
In connection with the offering of the 2019 Notes, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 3.0 million shares of its common stock at a price of approximately $116.09 per share. The total cost of the convertible note hedge transactions was $73.3 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 3.0 million shares of the Company’s common stock at a price of $171.98 per share. The Company received $40.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the 2019 Notes and to effectively increase the overall conversion price from $116.09 per share to $171.98 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the condensed consolidated balance sheets.
The Company recorded a deferred tax liability of $27.5 million in connection with the debt discount associated with the 2019 Notes and recorded a deferred tax asset of $28.6 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax assets are included in non-current deferred tax assets on the condensed consolidated balance sheets.
NOTE 9—LINE OF CREDIT
In August 2011, Restoration Hardware, Inc., along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into a credit agreement (the “prior credit agreement”) with Bank of America, N.A., as administrative agent, and certain other lenders. On November 24, 2014, the Company amended its existing revolving line of credit by entering into an amended and restated credit agreement with the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent. The amended and restated credit agreement increased the existing revolving line of credit by $182.5 million, while eliminating the $15.0 million term loan facility under the existing revolving line of credit. Under the amended and restated credit agreement, which has a maturity date of November 24, 2019, the Company has the option to increase the amount of the revolving line of credit by up to an additional $200.0 million, subject to satisfaction of certain customary conditions at the time of such increase.
15
On August 12
, 2015, Restoration Hardware, Inc. and Restoration Hardware Canada, Inc. entered into a First Amendment (the “Amendment”) to the amended and restated credit agreement. The Amendment changes the amended and restated credit agreement definition of “Change of
Control” (the occurrence of which triggers a default under the amended and restated credit agreement) so that changes in the composition of the board of directors due to actual or threatened proxy solicitations are treated in the same way as other changes
in the composition of the board of directors.
As of July 30, 2016, the Company did not have any amounts outstanding under the revolving line of credit. As of July 30, 2016, the Company had $586.2 million undrawn borrowing availability under the revolving line of credit. As of July 30, 2016 and January 30, 2016, the Company had $13.8 million and $15.0 million in outstanding letters of credit, respectively.
Borrowings under the revolving line of credit are subject to interest, at the borrowers’ option, at either the bank’s reference rate or LIBOR (or the Bank of America “BA” Rate or the Canadian Prime Rate, as such terms are defined in the credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case.
The credit agreement contains various restrictive covenants, including, among others, limitations on the ability to incur liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions, or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size. As of July 30, 2016, the Company was in compliance with all covenants contained in the credit agreement.
NOTE 10—FAIR VALUE OF FINANCIAL INSTRUMENTS
Financial Assets and Liabilities
Certain financial assets and liabilities are required to be carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, the Company utilizes market data or assumptions that it believes market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs of the valuation technique.
The degree of judgment used in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices for which fair value can be measured generally will have a higher degree of pricing observability and a lesser degree of judgment used in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment used in measuring fair value.
The Company’s financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:
|
·
|
Level 1—Quoted prices are available in active markets for identical investments as of the reporting date.
|
|
·
|
Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.
|
|
·
|
Level 3—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of fair value require significant management judgment or estimation.
|
A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
16
Fair Value Measurements
All of the Company’s investments are classified as available-for-sale and are carried at fair value. Assets measured at fair value were as follows (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Total
|
|
Cash equivalents
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
5,421
|
|
|
$
|
—
|
|
|
$
|
5,421
|
|
|
$
|
70
|
|
|
$
|
—
|
|
|
$
|
70
|
|
Commercial paper
|
|
|
—
|
|
|
|
12,895
|
|
|
|
12,895
|
|
|
|
—
|
|
|
|
46,726
|
|
|
|
46,726
|
|
Total cash equivalents
|
|
|
5,421
|
|
|
|
12,895
|
|
|
|
18,316
|
|
|
|
70
|
|
|
|
46,726
|
|
|
|
46,796
|
|
Short-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
|
—
|
|
|
|
16,584
|
|
|
|
16,584
|
|
|
|
—
|
|
|
|
15,488
|
|
|
|
15,488
|
|
Government agency obligations
|
|
|
29,824
|
|
|
|
124,446
|
|
|
|
154,270
|
|
|
|
22,011
|
|
|
|
93,302
|
|
|
|
115,313
|
|
Total short-term investments
|
|
|
29,824
|
|
|
|
141,030
|
|
|
|
170,854
|
|
|
|
22,011
|
|
|
|
108,790
|
|
|
|
130,801
|
|
Long-term investments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government agency obligations
|
|
|
—
|
|
|
|
9,102
|
|
|
|
9,102
|
|
|
|
7,829
|
|
|
|
14,225
|
|
|
|
22,054
|
|
Total long-term investments
|
|
|
—
|
|
|
|
9,102
|
|
|
|
9,102
|
|
|
|
7,829
|
|
|
|
14,225
|
|
|
|
22,054
|
|
Total
|
|
$
|
35,245
|
|
|
$
|
163,027
|
|
|
$
|
198,272
|
|
|
$
|
29,910
|
|
|
$
|
169,741
|
|
|
$
|
199,651
|
|
The following table summarizes the amortized cost and estimated fair value of the available-for-sale securities within the Company’s investment portfolio based on stated maturities, which are recorded within cash and cash equivalents, short-term investments and long-term investments on the condensed consolidated balance sheets (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
|
|
Cost
|
|
|
Fair Value
|
|
|
Cost
|
|
|
Fair Value
|
|
Range of maturity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due within 1 year
|
|
$
|
183,629
|
|
|
$
|
183,749
|
|
|
$
|
177,564
|
|
|
$
|
177,527
|
|
Due in 1 to 2 years
|
|
$
|
9,093
|
|
|
$
|
9,102
|
|
|
$
|
22,033
|
|
|
$
|
22,054
|
|
The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, government agency obligations and guaranteed obligations of the U.S. government, all of which are subject to minimal credit and market risks. The Company estimates the fair value of its commercial paper and U.S. government agency bonds by taking into consideration valuations obtained from third party pricing services. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trade dates of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities, prepayment/default projections based on historical data; and other observable inputs.
There were no purchases, sales, issuances, or settlements related to recurring level 3 measurements during the three and six months ended July 30, 2016 or August 1, 2015. There were no transfers into or out of level 1 and level 2 during the three and six months ended July 30, 2016 or August 1, 2015.
Available-for-sale marketable debt securities are reviewed periodically to identify possible other-than-temporary impairment. Although the Company had certain securities that were in a loss position as of July 30, 2016, the Company has no current requirement or intent to sell the securities in an unrealized loss position nor does it consider any of the unrealized losses to be credit losses. The Company expects to recover up to (or beyond) the initial cost of the investment for securities held. The available-for-sale securities in an unrealized loss position were in such a position for less than twelve months as of July 30, 2016.
17
Fair Value of Financial Instruments
Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value. The estimated fair value and carrying value of the 2019 Notes and 2020 Notes (carrying value excludes the equity component of the 2019 Notes and 2020 Notes classified in stockholders’ equity) were as follows (
in thousands
):
|
|
July 30,
|
|
|
January 30,
|
|
|
|
2016
|
|
|
2016
|
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
|
Fair
Value
|
|
|
Carrying
Value
|
|
Convertible senior notes due 2019
|
|
$
|
290,778
|
|
|
$
|
307,549
|
|
|
$
|
257,624
|
|
|
$
|
300,711
|
|
Convertible senior notes due 2020
|
|
$
|
231,317
|
|
|
$
|
232,261
|
|
|
$
|
198,635
|
|
|
$
|
224,887
|
|
The fair value of each of the 2019 Notes and 2020 Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of the Company’s convertible notes, when available, the Company’s stock price and interest rates based on similar debt issued by parties with credit ratings similar to the Company (level 2).
As the Company’s debt obligations under the revolving line of credit are variable rate, there are no significant differences between the estimated fair value (level 2) and carrying value.
NOTE 11—INCOME TAXES
The Company recorded income tax expense of $4.2 million and $19.1 million in the three months ended July 30, 2016 and August 1, 2015, respectively. The Company recorded an income tax benefit of $4.3 million in the six months ended July 30, 2016 compared to income tax expense of $23.3 million in the six months ended August 1, 2015. The effective tax rate was 37.7% and 38.9% for the three months ended July 30, 2016 and August 1, 2015, respectively. The effective tax rate was 39.9% and 38.6% for the six months ended July 30, 2016 and August 1, 2015, respectively.
As of July 30, 2016 and January 30, 2016, $1.7 million and $0.9 million, respectively, of the exposures related to unrecognized tax benefits would affect the effective tax rate if realized and are included in other non-current obligations on the condensed consolidated balance sheets. These amounts are primarily associated with foreign tax exposures. As of July 30, 2016, the Company does not have any exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months.
NOTE 12—NET INCOME (LOSS) PER SHARE
The weighted-average shares used for net income (loss) per share is as follows:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
July 30,
|
|
|
August 1,
|
|
|
July 30,
|
|
|
August 1,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Weighted-average shares—basic
|
|
|
40,646,124
|
|
|
|
40,045,850
|
|
|
|
40,617,102
|
|
|
|
39,979,898
|
|
Effect of dilutive stock-based awards
|
|
|
174,371
|
|
|
|
2,198,060
|
|
|
|
—
|
|
|
|
2,137,317
|
|
Weighted-average shares—diluted
|
|
|
40,820,495
|
|
|
|
42,243,910
|
|
|
|
40,617,102
|
|
|
|
42,117,215
|
|
The following number of options and restricted stock units were excluded from the calculation of diluted net income (loss) per share because their inclusion would have been anti-dilutive:
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
July 30,
|
|
|
August 1,
|
|
|
July 30,
|
|
|
August 1,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Options
|
|
|
7,498,345
|
|
|
|
607,427
|
|
|
|
8,782,871
|
|
|
|
353,967
|
|
Restricted stock units
|
|
|
1,011,902
|
|
|
|
2,724
|
|
|
|
1,182,588
|
|
|
|
1,362
|
|
Total anti-dilutive stock-based awards
|
|
|
8,510,247
|
|
|
|
610,151
|
|
|
|
9,965,459
|
|
|
|
355,329
|
|
18
NOTE 13—SHARE REPURCHASES
Certain options and awards granted under the Company’s equity plans contain a repurchase right, which may be exercised at the Company’s discretion in the event of the termination of an employee’s employment with the Company.
During the three and six months ended July 30, 2016, no shares were repurchased.
During the three and six months ended August 1, 2015, the Company repurchased 2,625 shares of common stock from a former employee pursuant to such repurchase right for fair value at a purchase price of $0.2 million. The repurchase was settled with the issuance of a promissory note bearing interest at 3%, paid annually, with principal due at the end of a 7-year term.
As of both July 30, 2016 and January 30, 2016, the aggregate unpaid principal amount of the notes payable for share repurchases was $19.5 million, which is included in other non-current obligations on the condensed consolidated balance sheets. During both the three months ended July 30, 2016 and August 1, 2015, the Company recorded interest expense on the outstanding notes of $0.3 million. During both the six months ended July 30, 2016 and August 1, 2015, the Company recorded interest expense on the outstanding notes of $0.5 million.
NOTE 14—STOCK-BASED COMPENSATION
The Company estimates the value of equity grants based upon an option-pricing model and recognizes this estimated value as compensation expense over the vesting periods. The Company recognizes expense associated with performance-based awards when it becomes probable that the performance condition will be met. Once it becomes probable that an award will vest, the Company recognizes compensation expense equal to the number of shares which are probable to vest multiplied by the fair value of the related shares measured at the grant date.
Stock-based compensation expense is included in selling, general and administrative expenses on the condensed consolidated statements of operations. The Company recorded stock-based compensation expense of $10.3 million and $6.3 million during the three months ended July 30, 2016 and August 1, 2015, respectively. The Company recorded stock-based compensation expense of $14.3 million and $11.6 million during the six months ended July 30, 2016 and August 1, 2015, respectively. No stock-based compensation cost has been capitalized in the accompanying condensed consolidated financial statements.
2012 Stock Option Plan and 2012 Stock Incentive Plan
As of July 30, 2016, 8,782,871 options were outstanding with a weighted-average exercise price of $49.23 per share and 5,458,093 options were vested with a weighted-average exercise price of $50.59 per share. The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of July 30, 2016 was $7.2 million, $6.1 million, and $2.2 million, respectively. Stock options exercisable as of July 30, 2016 had a weighted-average remaining contractual life of 7.48 years. As of July 30, 2016, the total unrecognized compensation expense related to unvested options was $52.0 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 4.26 years.
As of July 30, 2016, the Company had 1,182,588 restricted stock units outstanding with a weighted-average grant date fair value of $56.42 per share. During the three months ended July 30, 2016, 113,944 restricted stock units with a weighted-average grant date fair value of $61.50 per share vested. During the six months ended July 30, 2016, 128,032 restricted stock units with a weighted-average grant date fair value of $62.14 per share vested. As of July 30, 2016, there was $48.0 million of total unrecognized compensation expense related to unvested restricted stock and restricted stock units which is expected to be recognized over a weighted-average period of 3.99 years.
2012 Stock Incentive Plan Grant to Waterworks Associates
On May 27, 2016, on the date of our acquisition of Waterworks, the Company granted stock options to certain Waterworks associates under the 2012 Stock Incentive Plan to purchase 322,784 shares of its common stock, with an exercise price of $33.54 per share, which is equal to the closing price of the Company’s common stock on the date of grant. These options are fully vested as of the date of grant but any shares issued upon exercise of such options will be subject to selling restrictions which are scheduled to lapse in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date. The fully vested options resulted in a one-time non-cash stock-based compensation charge of $3.7 million in the three and six months ended July 30, 2016.
19
Rollover Units
In connection with the acquisition of Waterworks, $1.5 million rollover units in the Waterworks subsidiary (the “Rollover Units”) were recorded as part of the transaction. The Rollover Units are subject to the terms of the Waterworks LLC agreement, including redemption rights at an amount equal to the greater of (i) the $1.5 million remitted as consideration in the business combination or (ii) an amount based on the percentage interest represented in the overall valuation of the Waterworks subsidiary (the “Appreciation Rights”). The Appreciation Rights are measured at fair value and are subject to fair value measurements during the expected life of the Rollover Units, with changes to fair value recorded in the condensed consolidated statements of operations. The fair value of the Appreciation Rights is determined based on an option pricing method (“OPM”). The Company did not record any expense related to the Appreciation Rights during the three and six months ended July 30, 2016. As of July 30, 2016, the liability associated with the Rollover Units and related Appreciation Rights was $1.5 million, which is included in other non-current obligations on the condensed consolidated balance sheets.
Profit Interests
In connection with the acquisition of Waterworks, profit interests units in the Waterworks subsidiary (the “Profit Interests”) were issued to certain Waterworks associates. The Profit Interests are measured at their grant date fair value and expensed on a straight-line basis over their expected life, or five years. The Profit Interests are subject to fair value measurements during their expected life, with changes to fair value recorded in the condensed consolidated statements of operations. The fair value of the Profit Interests is determined based on an OPM. For the three and six months ended July 30, 2016 the Company recorded $0.1 million related to the Profit Interests, which is included in selling, general and administrative expenses on the condensed consolidated statements of operations. As of July 30, 2016, the liability associated with the Profit Interests was $0.1 million, which is included in other non-current obligations on the condensed consolidated balance sheets.
NOTE 15—RELATED PARTY TRANSACTIONS
Aircraft Time Sharing Agreement
On March 29, 2016, Restoration Hardware, Inc., a wholly-owned subsidiary of the Company entered into an Amended and Restated Aircraft Time Sharing Agreement (the “Time Sharing Agreement”) with Gary Friedman, its Chief Executive Officer. The Time Sharing Agreement governs use of any of the Company’s aircraft (“Corporate Aircraft”) by Mr. Friedman for personal trips and provides that Mr. Friedman will lease such Corporate Aircraft and pay Restoration Hardware, Inc. an amount equal to the aggregate actual expenses of each personal use flight based on the variable costs of the flight, with the amount of such lease payments not to exceed the maximum payment level established under the Federal Aviation Administration rules. Mr. Friedman maintains a deposit with the Company, to be used towards payment of amounts due under the Time Sharing Agreement.
NOTE 16—COMMITMENTS AND CONTINGENCIES
Commitments
The Company had no material off balance sheet commitments as of July 30, 2016.
Contingencies
The Company is involved in lawsuits, claims and proceedings incident to the ordinary course of its business. These disputes are increasing in number as the business expands and the Company grows larger. Litigation is inherently unpredictable. As a result, the outcome of matters in which the Company is involved could result in unexpected expenses and liability that could adversely affect the Company’s operations. In addition, any claims against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources.
The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of those matters, particularly in cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. As of July 30, 2016, the Company has recorded a liability for the estimated loss related to these disputes. There is a possibility that additional losses may be incurred in excess of the amounts that the Company has accrued. However, the Company believes that the ultimate resolution of these current matters will not have a material adverse effect on its consolidated financial statements.
20
Hernandez v. Restoration Hardware
On October 21, 2008, Mike Hernandez, individually and on behalf of others similarly situated, filed a class action in the Superior Court of the State of California for the County of San Diego against Restoration Hardware, Inc. alleging principally that the Company violated California’s Song-Beverly Credit Card Act of 1971 by requesting and recording ZIP codes from customers paying with credit cards. On May 23, 2014, in response to a directive from the Court, the parties filed a joint statement as to the parties’ agreed-upon claims process for the class members as well as to other matters related to this proceeding. On September 5, 2014, the Court granted plaintiffs’ motion for attorneys’ fees, costs, and awards, and awarded $9.5 million in fees and costs to plaintiffs’ attorneys. The Court entered judgment on September 29, 2014 and, on November 21, 2014, a class member filed a notice of appeal from the judgment. As a result of the appeal, the judgment was stayed until January 10, 2015. The appeal remains pending but the judgment is enforceable. As a result of these developments, during fiscal 2014, the Company recorded a $9.5 million charge related to this matter that was subsequently decreased to approximately $8 million. The decrease of approximately $1.5 million was based on a revision of estimated class member response. On March 16, 2015, the Company, through the third party claims administrator, began mailing the class action award to class members. The Company, through the third party claims administrator, paid approximately $2.4 million in cash awards to the class members and mailed 33% discount coupons, good for one year, on purchases up to $10,000, to class members that did not request the cash award. During a hearing on April 16, 2015, the Court provided additional guidance regarding the manner in which class members can use the 33% merchandise discount coupon. Specifically, the court ordered that the 33% coupons may be combined with the Company’s other promotional offers. The coupons expired on March 16, 2016. On April 5, 2016, the Company provided an accounting of satisfaction of judgment to the Court and the Court has not issued its final order.
NOTE 17—SEGMENT REPORTING
The Company defines an operating segment on the same basis that it uses to evaluate performance internally by the Chief Operating Decision Maker (the “CODM”). The Company has determined that the Chief Executive Officer is its CODM. The Company has aggregated its brands into a single reportable segment based on their shared management, customer base and economic characteristics. The Company’s reportable segment includes both Restoration Hardware, Inc. and Waterworks. This includes all sales channels accessed by the Company’s customers, including sales through catalogs, sales through the Company’s website, sales through stores, and sales through the commercial channel. Reporting in this format provides management with the financial information necessary to evaluate the success of the overall business.
The Company classifies its sales into furniture and non-furniture product lines. Furniture includes both indoor and outdoor furniture. Non-furniture includes lighting, textiles, accessories and home décor.
Net revenues in each category were as follows (
in thousands
):
|
|
Three Months Ended
|
|
|
Six Months Ended
|
|
|
|
July 30,
|
|
|
August 1,
|
|
|
July 30,
|
|
|
August 1,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Furniture
|
|
$
|
351,267
|
|
|
$
|
320,255
|
|
|
$
|
641,693
|
|
|
$
|
592,530
|
|
Non-furniture
|
|
|
192,114
|
|
|
|
186,687
|
|
|
|
357,144
|
|
|
|
336,857
|
|
Total net revenues
|
|
$
|
543,381
|
|
|
$
|
506,942
|
|
|
$
|
998,837
|
|
|
$
|
929,387
|
|
The Company is domiciled in the United States and primarily operates its retail and outlet stores in the United States. As of July 30, 2016, the Company operates 5 retail and 2 outlets stores in Canada and operates 1 retail store in the U.K. Revenues from Canadian and U.K. operations, and the long-lived assets in Canada and the U.K., are not material to the Company. Geographic revenues are determined based upon where service is rendered.
No single customer accounted for more than 10% of the Company’s revenues in the three or six months ended July 30, 2016 or August 1, 2015.
21