CORTE MADERA, Calif. - Restoration Hardware Holdings, Inc. (NYSE: RH) today announced financial results for the second quarter ended August 3, 2013.

Second Quarter Highlights

•Net revenues increased 30% on top of a 24% increase for the same period last year •Comparable store sales increased 26% on top of 31% growth for the same period last year

•Direct revenues increased 33% on top of a 29% increase for the same period last year

•Adjusted operating income increased 56% to $34.2 million from $21.9 million for the same period last year; GAAP operating loss of $27.8 million from operating income of $19.7 million for the same period last year

•Adjusted net income increased 62% to $19.8 million from $12.2 million for the same period last year; GAAP net loss of $17.8 million from net income of $17.6 million for the same period last year

•Adjusted diluted earnings per share increased 48% to $0.49 compared to $0.33 last year; GAAP diluted loss per share of $0.46

Gary Friedman, Chairman, Creator, Curator, and Co-Chief Executive Officer, said, “We are pleased to announce record financial results for the second quarter. Our industry-leading performance is a reflection of our ability to innovate, curate and integrate new products and businesses offering an unmatched customer experience. We continued to take market share during the quarter, delivering 30% growth in net revenues driven by a comp store sales increase of 26% on top of 31% comp growth last year and 17% percent in 2011. We significantly expanded our operating margin and increased adjusted net income by 62% while at the same time continued to invest in our infrastructure and new businesses to support our future growth.”

Mr. Friedman continued, "Due to the current strength of our business, the continued evolution of our Source Book model, and the enhanced ability to connect with our customers through digital and electronic marketing, we are moving to a once per year mailing of our Source Books. We believe this decision will result in a step change effect in our earnings and cash flow model, allowing us to reach double-digit operating margins and free cash flow positive significantly ahead of our prior expectations. We are eliminating the mailing of our Fall 2013 Source Books and plan to mail an annual edition each Spring. Concurrently, we are raising our earnings estimates for the remainder of 2013 to reflect our current business trends and the associated cost savings."

Carlos Alberini, Co-Chief Executive Officer, commented, “Our business momentum remains very strong and provides good visibility into the back half of the year. Our expected top line growth, coupled with a more efficient cost structure, positions us to drive a significant and sustainable expansion in our operating margins, and over 60% growth in our adjusted EPS for this year. This latest step change to our business gives us even more confidence in the power of our model and in our ability to surpass the long-term financial goals we have set for our Company, including adjusted earnings growth in the mid to high twenties annually.”

Mr. Alberini concluded, “As we look forward, the transformation of our real estate remains our top priority and the true key to unlocking the value of our dominant assortment. Our existing Full Line Design Galleries continue to be highly productive and are driving strong results in each market. Los Angeles and Houston delivered comps in excess of 29% during the second quarter, ahead of the rest of our chain. Also, our new locations in Scottsdale, Boston and Indianapolis continue to perform ahead of expectations. We plan to open new Full Line Design Galleries in Greenwich, Atlanta and Los Angeles in 2014 and are currently in negotiations for more than 30 locations in other key markets. We continue to believe we can open more than 10 locations a year, beginning in 2015. Our next generation Full Line Design Galleries will be larger and showcase our dominant assortment and new businesses, and they will provide opportunities for higher sales, increased earnings, lower capital investment and higher ROIC in each market.”

Second Quarter Fiscal 2013 Financial Results

Revenue - Net revenues for the second quarter of fiscal 2013 increased 30% to $382.1 million from $292.9 million for the second quarter of fiscal 2012. This is on top of a 24% increase in net revenues for the second quarter of fiscal 2012.

• Comparable store sales increased 26% for the second quarter of fiscal 2013. This growth is on top of an increase of 31% in comparable store sales for the second quarter of fiscal 2012.

• As of August 3, 2013, the Company operated a total of 70 retail stores, consisting of 62 Galleries, 5 Full Line Design Galleries and 3 Baby & Child Galleries, as well as 17 outlet stores throughout the United States and Canada. This compares to a total of 73 retail stores, consisting of 70 Galleries, 2 Full Line Design Galleries and 2 Baby & Child Galleries, as well as 10 outlet stores open at the end of the second quarter of fiscal 2012.

• Direct revenues increased 33% in the second quarter of fiscal 2013. This growth is on top of the 29% increase in direct revenues for the second quarter of fiscal 2012.

Operating Income (Loss)* - Adjusted operating income for the second quarter of fiscal 2013 increased 56% to $34.2 million compared to $21.9 million for the second quarter of fiscal 2012. Including the impact of variable and one-time non-cash stock-based compensation charges and costs related to the Company’s follow-on offerings, the GAAP operating loss reached $27.8 million compared to GAAP operating income of $19.7 million for the prior year fiscal quarter.

EBITDA* - Adjusted EBITDA for the second quarter of fiscal 2013 increased 42% to $40.8 million compared to adjusted EBITDA of $28.7 million for the second quarter of fiscal 2012. Including the impact of variable and one-time non-cash stock-based compensation charges and costs related to the Company’s follow-on offerings, EBITDA for the quarter was a loss of $21.2 million compared to positive EBITDA of $26.1 million for the prior year fiscal quarter.

Net Income (Loss)* - Adjusted net income increased 62% to $19.8 million for the second quarter of fiscal 2013 from $12.2 million for the second quarter of fiscal 2012. Adjusted net income is calculated using a 40% effective tax rate. GAAP net loss for the second quarter of fiscal 2013 was $17.8 million compared to GAAP net income of $17.6 million for the second quarter of fiscal 2012.

Earnings Per Share* - Adjusted diluted EPS increased 48% to $0.49 for the second quarter of fiscal 2013 from $0.33 for the second quarter of fiscal 2012. GAAP diluted EPS for the second quarter of fiscal 2013 was a loss of $0.46.

First Half Fiscal 2013 Financial Results

Revenue - Net revenues for the six months ended August 3, 2013 increased 34% to $683.4 million from $510.8 million for the first half of fiscal 2012. This is on top of a 22% increase in net revenues for the first half of fiscal 2012.

• Comparable store sales increased 33% for the first half of fiscal 2013. This growth compares to an increase of 29% in comparable store sales for the first half of fiscal 2012.

• Direct revenues increased 35% in the first half of fiscal 2013. This growth is on top of the 25% increase in direct revenues for the first half of fiscal 2012.

Operating Income (Loss)* - Adjusted operating income for the first half of fiscal 2013 increased 82% to $38.8 million compared to $21.3 million in the first half of fiscal 2012. Including the impact of variable and one-time non-cash stock-based compensation charges and costs related to the Company’s follow-on offerings, GAAP operating loss was $27.3 million compared to GAAP operating income of $17.6 million for the year ago period.

EBITDA* - Adjusted EBITDA for the first half of fiscal 2013 increased 49% to $52.0 million compared to adjusted EBITDA of $34.9 million for the first half of fiscal 2012. Including the impact of variable and one-time non-cash stock-based compensation charges and costs related to the Company’s follow-on offerings, EBITDA for the first half of 2013 was a loss of $14.0 million compared to positive EBITDA of $30.5 million for the prior year period.

Net Income (Loss)* - Adjusted net income increased 102% to $22.1 million for the first half of fiscal 2013 from $10.9 million for the first half of fiscal 2012. GAAP net loss for the first half of fiscal 2013 was $18.0 million compared to GAAP net income of $13.9 million for the year ago period.

Earnings Per Share* - Adjusted diluted EPS increased 87% to $0.56 for the first half of fiscal 2013 from $0.30 for the same period last year. GAAP diluted EPS during the first half of fiscal 2013 was a loss of $0.47.

Outlook

The Company is providing the following guidance for the third quarter of fiscal 2013:

• Net revenues in the range of $385 million to $395 million

• Adjusted net income in the range of $11.2 million to $12.0 million

• Adjusted diluted EPS in the range of $0.27 to $0.29

The Company is providing the following guidance for the fourth quarter of fiscal 2013:

• Net revenues in the range of $490 million to $500 million

• Adjusted net income in the range of $34.3 million to $35.5 million

• Adjusted diluted EPS in the range of $0.81 to $0.84

The Company is increasing its guidance for the fiscal year ending February 1, 2014:

• Net revenues in the range of $1.56 billion to $1.58 billion.

• Adjusted net income in the range of $67.6 million to $69.5 million

• Adjusted diluted EPS in the range of $1.65 to $1.70

Note: The Company’s adjusted net income and adjusted diluted earnings per share guidance does not include charges and costs which are expected to be similar to those charges and costs excluded from adjusted net income and adjusted diluted earnings in prior quarters. The Company’s fiscal year 2013 will include 52 weeks compared to fiscal year 2012 which included 53 weeks.

RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
				Three Months Ended																			Six Months Ended
				August 3, 2013					% of Net Revenues				July 28, 2012					% of Net Revenues					August 3, 2013					% of Net Revenues				July 28, 2012					% of Net Revenues
Net revenues				$	382,098				100.0	%			$	292,906				100.0	%				$	683,435				100.0	%			$	510,820				100.0	%
Cost of goods sold					242,872				63.6	%				178,779				61.0	%					442,332				64.7	%				321,425				62.9	%
Gross profit					139,226				36.4	%				114,127				39.0	%					241,103				35.3	%				189,395				37.1	%
Selling, general and administrative expenses					167,006				43.7	%				94,465				32.3	%					268,372				39.3	%				171,830				33.7	%
Income (loss) from operations					(27,780	)			-7.3	%				19,662				6.7	%					(27,269	)			-4.0	%				17,565				3.4	%
Interest expense					(1,191	)			-0.2	%				(1,479	)			-0.5	%					(2,031	)			-0.3	%				(3,054	)			-0.6	%
Income (loss) before income taxes					(28,971	)			-7.5	%				18,183				6.2	%					(29,300	)			-4.3	%				14,511				2.8	%
Income tax expense (benefit)					(11,136	)			-2.8	%				567				0.2	%					(11,304	)			-1.7	%				623				0.1	%
Net income (loss)				$	(17,835	)			-4.7	%			$	17,616				6.0	%				$	(17,996	)			-2.6	%			$	13,888				2.7	%
Weighted-average shares used in computing basic and diluted net income (loss) per share					38,712,000									1,000										38,394,013									1,000
Basic and diluted net income (loss) per share				$	(0.46	)							$	17,616									$	(0.47	)							$	13,888
Pro forma weighted-average shares used in computing pro forma basic and diluted net income per share [a]														36,971,500																			36,971,500
Pro forma basic and diluted net income per share													$	0.48																		$	0.38

[a] On a pro forma basis, basic and diluted shares outstanding for the three and six months ended July 28, 2012 include (1) the impact of the Company’s reorganization, as further described in the Company’s final prospectus filed with the Securities and Exchange Commission on November 5, 2012 (the “Reorganization”), as well as (2) the 4,782,609 shares of common stock that the Company issued and sold on November 7, 2012 in its initial public offering, as if such events had been completed as of the beginning of the respective periods and the common stock resulting therefrom was outstanding for the respective periods.

RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
				August 3, 2013				February 2, 2013				July 28, 2012
ASSETS
Cash and cash equivalents				$	15,012			$	8,354			$	10,102
Merchandise inventories					406,676				353,329				275,485
Other current assets					155,715				131,075				98,604
Total current assets					577,403				492,758				384,191
Property and equipment—net					154,008				111,406				87,904
Goodwill and other intangibles					171,730				172,724				174,125
Other assets					26,223				12,725				4,655
Total assets				$	929,364			$	789,613			$	650,875
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses				$	205,551			$	145,353			$	117,175
Other current liabilities					91,455				74,071				68,239
Total current liabilities					297,006				219,424				185,414
Revolving line of credit and term loan					87,575				82,501				144,452
Other long term liabilities					45,410				36,077				55,885
Total liabilities					429,991				338,002				385,751
Stockholders’ equity					499,373				451,611				265,124
Total liabilities and stockholders’ equity				$	929,364			$	789,613			$	650,875

RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
						Six Months Ended
						August 3, 2013						July 28, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)						$	(17,996	)				$	13,888
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
	Depreciation and amortization						13,228						12,892
	Stock-based compensation expense						64,282						738
	Other non-cash items						(13,805	)					309
Change in assets and liabilities:
	Merchandise inventories						(53,483	)					(29,639	)
	Accounts payable, accrued expenses, and other						39,203						(2,821	)
		Net cash provided by (used in) operating activities					31,429						(4,633	)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures							(30,616	)					(13,517	)
Purchases of trademarks							—						(304	)
		Net cash used in investing activities					(30,616	)					(13,821	)
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under revolving line of credit							5,074						22,135
Payments on capital leases							(760	)					(2,104	)
Stock options exercised							695						—
Excess tax benefit from exercise of stock options							1,032						—
Tax witholdings related to issuance of stock-based awards							(178	)					—
		Net cash provided by financing activities					5,863						20,031
Effects of foreign currency exchange rate translation							(18	)					13
		Net increase in cash and cash equivalents					6,658						1,590
Cash and cash equivalents
		Beginning of period					8,354						8,512
		End of period				$	15,012					$	10,102

RESTORATION HARDWARE HOLDINGS, INC.
OPERATING METRICS AND OTHER DATA
(Unaudited)
				Three Months Ended											Six Months Ended
				August 3, 2013					July 28, 2012						August 3, 2013					July 28, 2012
Growth in net revenues:
Stores [a]					28	%				21	%					33	%				19	%
Direct					33	%				29	%					35	%				25	%
Total					30	%				24	%					34	%				22	%
Retail [b]:
Comparable store sales change [c]					26	%				31	%					33	%				29	%
Retail stores open at beginning of period					70					74						71					74
Stores opened					—					—						2					3
Stores closed					—					1						3					4
Retail stores open at end of period					70					73						70					73
Retail sales per leased selling square foot [d]				$	353				$	281					$	638				$	481
Total leased square footage at end of period (in thousands)					796					792						796					792
Total leased selling square footage at end of period (in thousands) [e]					521					516						521					516
Direct:
Catalogs circulated (in thousands) [f]					7,995					225						7,995					15,131
Catalog pages circulated (in millions) [f]					5,691					54						5,691					7,417
Direct as a percentage of net revenues [g]					47	%				46	%					47	%				46	%

[a] Store data represents retail stores plus outlet stores. Net revenues for outlet stores for the three months ended August 3, 2013 and July 28, 2012 were $20.6 million and $13.4 million, respectively. Net revenues for outlet stores for the six months ended August 3, 2013 and July 28, 2012 were $35.0 million and $24.3 million, respectively.

[b] Retail data has been calculated based upon retail stores, which includes our Baby & Child stores and excludes outlet stores.

[c] Comparable store sales have been calculated based upon retail stores that were open at least fourteen full months as of the end of the reporting period and did not change square footage by more than 20% between periods. If a store is closed for seven days during a month, that month will be excluded from comparable store sales. Comparable store net revenues exclude revenues from outlet stores.

[d] Retail sales per leased selling square foot is calculated by dividing total net revenues for all retail stores, comparable and non-comparable, by the average leased selling square footage for the period.

[e] Leased selling square footage is retail space at our stores used to sell our products. Leased selling square footage excludes backrooms at retail stores used for storage, office space or similar matters. Leased selling square footage excludes exterior sales space located outside a store, such as courtyards, gardens and rooftops. Leased selling square footage includes approximately 4,500 square feet related to one owned store location.

[f] The catalogs and catalog pages circulated from period to period do not take into account different page sizes per catalog distributed. Page sizes and page counts vary for different catalog mailings and we sometimes mail different versions of a catalog at the same time. Accordingly, period to period comparisons of catalogs circulated and catalog pages circulated do not take these variations into account.

[g] Direct revenues include sales through our catalogs and websites.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF ADJUSTED INCOME STATEMENT ITEMS
(In thousands, except share and per share amounts)
(Unaudited)
			Three Months Ended
			Reported August 3, 2013					Adjustments					Adjusted August 3, 2013					% of Net Revenues					Reported July 28, 2012					Adjustments					Adjusted July 28, 2012					% of Net Revenues
Net revenues			$	382,098				$	—				$	382,098				100.0	%				$	292,906				$	—				$	292,906				100.0	%
Cost of goods sold				242,872					—					242,872				63.6	%					178,779					—					178,779				61.0	%
Gross profit				139,226					—					139,226				36.4	%					114,127					—					114,127				39.0	%
Selling, general and administrative expenses [a]				167,006					(61,960	)				105,046				27.5	%					94,465					(2,226	)				92,239				31.5	%
Income (loss) from operations				(27,780	)				61,960					34,180				8.9	%					19,662					2,226					21,888				7.5	%
Interest expense				(1,191	)				—					(1,191	)			-0.2	%					(1,479	)				—					(1,479	)			-0.5	%
Income (loss) before income taxes				(28,971	)				61,960					32,989				8.7	%					18,183					2,226					20,409				7.0	%
Income tax expense (benefit) [b]				(11,136	)				24,332					13,196				3.5	%					567					7,597					8,164				2.8	%
Net income (loss) [c]			$	(17,835	)			$	37,628				$	19,793				5.2	%				$	17,616				$	(5,371	)			$	12,245				4.2	%
EBITDA [d]			$	(21,182	)								$	40,778									$	26,130									$	28,738
Weighted-average shares used in computing basic net income (loss) per share [e]				38,712,000										38,712,000										1,000										36,971,500
Weighted-average shares used in computing diluted net income (loss) per share [e]				38,712,000										40,696,706										1,000										36,971,500
Basic net income (loss) per share			$	(0.46	)								$	0.51									$	17,616									$	0.33
Diluted net income (loss) per share			$	(0.46	)								$	0.49									$	17,616									$	0.33

[a] The adjustments for selling, general, and administrative expenses include management and pre-initial public offering board fees, certain non-cash and other one-time compensation, follow-on offering fees, lease termination costs and special committee investigation and remediation costs. See table titled “Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income” for additional details.

[b] Assumes a normalized tax rate of 40% for all periods presented. See table titled “Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income” for additional details.

[c] Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income (loss) less non-recurring and other items. Adjusted net income is included in this press release because management believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

[d] EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of certain items including non-cash or other items that we do not consider representative of our ongoing financial performance. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management, our Board of Directors and our principal shareholders to assess our financial performance, and Adjusted EBITDA is used in connection with determining incentive compensation under our Management Incentive Program (“MIP”). Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period and company to company. We use EBITDA and Adjusted EBITDA, alongside other GAAP measures such as gross profit, operating income (loss) and net income (loss), to measure profitability, as a key profitability target in our annual and other budgets, and to compare our performance against that of peer companies. Please see the table titled “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” for further information.

[e] On an adjusted basis for the three months ended July 28, 2012, basic and diluted shares outstanding include (1) the impact of the Reorganization, as well as (2) the 4,782,609 shares of common stock that the Company issued and sold on November 7, 2012 in its initial public offering, as if such events had been completed as of the beginning of the period and the common stock resulting therefrom was outstanding for the period.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF ADJUSTED INCOME STATEMENT ITEMS
(In thousands, except share and per share amounts)
(Unaudited)
			Six Months Ended
			Reported August 3, 2013					Adjustments					Adjusted August 3, 2013					% of Net Revenues					Reported July 28, 2012					Adjustments					Adjusted July 28, 2012				% of Net Revenues
Net revenues			$	683,435				$	—				$	683,435				100.0	%				$	510,820				$	—				$	510,820			100.0	%
Cost of goods sold				442,332					—					442,332				64.7	%					321,425					—					321,425			62.9	%
Gross profit				241,103					—					241,103				35.3	%					189,395					—					189,395			37.1	%
Selling, general and administrative expenses [a]				268,372					(66,050	)				202,322				29.6	%					171,830					(3,690	)				168,140			32.9	%
Income (loss) from operations				(27,269	)				66,050					38,781				5.7	%					17,565					3,690					21,255			4.2	%
Interest expense				(2,031	)				—					(2,031	)			-0.3	%					(3,054	)				—					(3,054	)		-0.6	%
Income (loss) before income taxes				(29,300	)				66,050					36,750				5.4	%					14,511					3,690					18,201			3.6	%
Income tax expense (benefit) [b]				(11,304	)				26,004					14,700				2.2	%					623					6,658					7,281			1.5	%
Net income (loss) [c]			$	(17,996	)			$	40,046				$	22,050				3.2	%				$	13,888				$	(2,968	)			$	10,920			2.1	%
EBITDA [d]			$	(14,041	)								$	52,009									$	30,457									$	34,897
Weighted-average shares used in computing basic net income (loss) per share [e]				38,394,013										38,394,013										1,000										36,971,500
Weighted-average shares used in computing diluted net income (loss) per share [e]				38,394,013										39,511,685										1,000										36,971,500
Basic net income (loss) per share			$	(0.47	)								$	0.57									$	13,888									$	0.30
Diluted net income (loss) per share			$	(0.47	)								$	0.56									$	13,888									$	0.30

[a] The adjustments for selling, general, and administrative expenses include management and pre-initial public offering board fees, certain non-cash and other one-time compensation, follow-on offering fees, lease termination costs and special committee investigation and remediation costs. See table titled “Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income” for additional details.

[b] Assumes a normalized tax rate of 40% for all periods presented. See table titled “Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income” for additional details.

[c] Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income (loss) less non-recurring and other items. Adjusted net income is included in this press release because management believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

[d] EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of certain items including non-cash or other items that we do not consider representative of our ongoing financial performance. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management, our Board of Directors and our principal shareholders to assess our financial performance, and Adjusted EBITDA is used in connection with determining incentive compensation under our MIP. Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period and company to company. We use EBITDA and Adjusted EBITDA, alongside other GAAP measures such as gross profit, operating income (loss) and net income (loss), to measure profitability, as a key profitability target in our annual and other budgets, and to compare our performance against that of peer companies. Please see the table titled “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” for further information.

[e] On an adjusted basis for the six months ended July 28, 2012, basic and diluted shares outstanding include (1) the impact of the Reorganization, as well as (2) the 4,782,609 shares of common stock that the Company issued and sold on November 7, 2012 in its initial public offering, as if such events had been completed as of the beginning of the period and the common stock resulting therefrom was outstanding for the period.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF NET INCOME (LOSS) TO OPERATING INCOME (LOSS)
AND ADJUSTED OPERATING INCOME
(In thousands)
(Unaudited)
				Three Months Ended											Six Months Ended
				August 3, 2013					July 28, 2012						August 3, 2013					July 28, 2012
Net income (loss)				$	(17,835	)			$	17,616					$	(17,996	)			$	13,888
Interest expense					1,191					1,479						2,031					3,054
Income tax expense (benefit)					(11,136	)				567						(11,304	)				623
Operating income (loss)					(27,780	)				19,662						(27,269	)				17,565
Management and pre-IPO board fees [a]					—					1,198						—					2,087
Non-cash compensation [b]					59,832					—						63,155					—
Follow-on offering fees [c]					2,128					—						2,895					—
Lease termination costs [d]					—					(961	)					—					(386	)
Special committee investigation and remediation [e]					—					1,989						—					1,989
Adjusted operating income				$	34,180				$	21,888					$	38,781				$	21,255

[a] Represents fees paid in accordance with our management services agreement with Home Holdings, LLC (“Home Holdings”), as well as fees and expense reimbursements paid to our Board of Directors prior to the initial public offering. All management fees were paid in full at the time of the initial public offering. Board fees and expenses subsequent to the initial public offering are not included in the above adjustments and are included in both the operating and adjusted operating income (loss) amounts.

[b] Includes non-cash compensation charges related to the performance-based vesting of certain shares granted to Mr. Friedman, as well as the one-time, fully vested option granted to Mr. Friedman upon his reappointment as Chairman and Co-Chief Executive Officer in July 2013. All other equity related awards granted to employees are not included in the above adjustments and are included in both the operating and adjusted operating income (loss) amounts.

[c] Represents legal and other professional fees incurred in connection with our follow-on offerings in May 2013 and July 2013.

[d] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the three and six months ended July 28, 2012 relate to changes in estimates regarding liabilities for future lease payments for closed stores.

[e] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to Mr. Friedman and our subsequent remedial actions.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(Unaudited)
				Three Months Ended											Six Months Ended
				August 3, 2013					July 28, 2012						August 3, 2013					July 28, 2012
Net income (loss)				$	(17,835	)			$	17,616					$	(17,996	)			$	13,888
Depreciation and amortization					6,598					6,468						13,228					12,892
Interest expense					1,191					1,479						2,031					3,054
Income tax expense (benefit)					(11,136	)				567						(11,304	)				623
EBITDA [a]					(21,182	)				26,130						(14,041	)				30,457
Management and pre-IPO board fees [b]					—					1,198						—					2,087
Non-cash compensation [c]					59,832					351						63,155					738
Follow-on offering fees [d]					2,128					—						2,895					—
Lease termination costs [e]					—					(961	)					—					(386	)
Special committee investigation and remediation [f]					—					1,989						—					1,989
Other [g]					—					31						—					12
Adjusted EBITDA [a]				$	40,778				$	28,738					$	52,009				$	34,897

[a] EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of certain items including non-cash or other items that we do not consider representative of our ongoing financial performance. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management, our Board of Directors and our principal shareholders to assess our financial performance, and Adjusted EBITDA is used in connection with determining incentive compensation under our MIP. Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period and company to company. We use EBITDA and Adjusted EBITDA, alongside other GAAP measures such as gross profit, operating income (loss) and net income (loss), to measure profitability, as a key profitability target in our annual and other budgets, and to compare our performance against that of peer companies. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income (loss), as a measure of financial performance, cash flows from operating activities, as a measure of liquidity, or any other performance measure derived in accordance with GAAP and they should not be construed as an implication that our future results will be unaffected by non-recurring and other items. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions for other companies due to different methods of calculation.

[b] Represents fees paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the initial public offering. All management fees were paid in full at the time of the initial public offering. Board fees and expenses subsequent to the initial public offering are not included in the above adjustments and are included in both the EBITDA and Adjusted EBITDA amounts.

[c] The three and six months ended August 3, 2013 include non-cash compensation charges related to the performance-based vesting of certain shares granted to Mr. Friedman, as well as the one-time, fully vested option granted to Mr. Friedman upon his reappointment as Chairman and Co-Chief Executive Officer in July 2013. The three and six months ended July 28, 2012 includes stock-based compensation expense incurred prior to the initial public offering. All other equity related awards granted to employees subsequent to the initial public offering are not included in the above adjustments and are included in both the EBITDA and Adjusted EBITDA amounts.

[d] Represents legal and other professional fees incurred in connection with our follow-on offerings in May 2013 and July 2013.

[e] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the three and six months ended July 28, 2012 relate to changes in estimates regarding liabilities for future lease payments for closed stores.

[f] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to Mr. Friedman and our subsequent remedial actions.

[g] Represents certain other items which management believes are not indicative of our ongoing operating performance, which includes foreign exchange gains and losses for the three and six months ended July 28, 2012.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED NET INCOME
(In thousands)
(Unaudited)
				Three Months Ended											Six Months Ended
				August 3, 2013					July 28, 2012						August 3, 2013					July 28, 2012
GAAP net income (loss)				$	(17,835	)			$	17,616					$	(17,996	)			$	13,888
Adjustments (pre-tax):
Management and pre-IPO board fees [a]				$	—				$	1,198					$	—				$	2,087
Non-cash compensation [b]					59,832					—						63,155					—
Follow-on offering fees [c]					2,128					—						2,895					—
Lease termination costs [d]					—					(961	)					—					(386	)
Special committee investigation and remediation [e]					—					1,989						—					1,989
Subtotal adjusted items					61,960					2,226						66,050					3,690
Impact of income tax items [f]					(24,332	)				(7,597	)					(26,004	)				(6,658	)
Adjusted net income [g]				$	19,793				$	12,245					$	22,050				$	10,920

[a] Represents fees paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the initial public offering. All management fees were paid in full at the time of the initial public offering. Board fees and expenses subsequent to the initial public offering are not included in the above adjustments and are included in both the GAAP and adjusted net income (loss) amounts.

[b] Includes non-cash compensation charges related to the performance-based vesting of certain shares granted to Mr. Friedman, as well as the one-time, fully vested option granted to Mr. Friedman upon his reappointment as Chairman and Co-Chief Executive Officer in July 2013. All other equity related awards granted to employees are not included in the above adjustments and are included in both the GAAP and adjusted net income (loss) amounts.

[c] Represents legal and other professional fees incurred in connection with our follow-on offerings in May 2013 and July 2013.

[d] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the three and six months ended July 28, 2012 relate to changes in estimates regarding liabilities for future lease payments for closed stores.

[e] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to Mr. Friedman and our subsequent remedial actions.

[f] Assumes a normalized tax rate of 40% for all periods presented.

[g] Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income (loss) less non-recurring and other items. Adjusted net income is included in this press release because management believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF NET INCOME (LOSS) PER SHARE TO
ADJUSTED NET INCOME PER SHARE
(Unaudited)
				Three Months Ended											Six Months Ended
				August 3, 2013					July 28, 2012						August 3, 2013					July 28, 2012
GAAP diluted net loss per share				$	(0.46	)			$	17,616					$	(0.47	)			$	13,888
Pro forma diluted net income (loss) per share [a]				$	(0.44	)			$	0.48					$	(0.46	)			$	0.38
EPS impact of adjustments (pre-tax):
Management and pre-IPO board fees [b]				$	—				$	0.03					$	—				$	0.06
Non-cash compensation [c]					1.47					—						1.60					—
Follow-on offering fees [d]					0.05					—						0.07					—
Lease termination costs [e]					—					(0.03	)					—					(0.01	)
Special committee investigation and remediation [f]					—					0.05						—					0.05
Subtotal adjusted items					1.52					0.05						1.67					0.10
Impact of income tax items [g]					(0.59	)				(0.20	)					(0.65	)				(0.18	)
Adjusted diluted net income per share [h]				$	0.49				$	0.33					$	0.56				$	0.30

[a] Pro forma diluted net loss per share for the three and six months ended August 3, 2013 is calculated based on GAAP net loss and diluted weighted-average shares of 40,696,706 and 39,511,685, respectively. Pro forma diluted net income per share for the three and six months ended July 28, 2012 is calculated based on GAAP net income and the Company’s vested share count as if (1) the Reorganization and (2) initial public offering had been completed as of the beginning of the respective periods and the common stock resulting therefrom was outstanding for the respective periods.

[b] Represents fees paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the initial public offering. All management fees were paid in full at the time of the initial public offering. Board fees and expenses subsequent to the initial public offering are not included in the above adjustments and are included in both the GAAP and adjusted net income (loss) amounts.

[c] Includes non-cash compensation charges related to the performance-based vesting of certain shares granted to Mr. Friedman, as well as the one-time, fully vested option granted to Mr. Friedman upon his reappointment as Chairman and Co-Chief Executive Officer in July 2013. All other equity related awards granted to employees are not included in the above adjustments and are included in both the GAAP and adjusted net income (loss) amounts.

[d] Represents legal and other professional fees incurred in connection with our follow-on offerings in May 2013 and July 2013.

[e] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the three and six months ended July 28, 2012 relate to changes in estimates regarding liabilities for future lease payments for closed stores.

[f] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to Mr. Friedman and our subsequent remedial actions.

[g] Assumes a normalized tax rate of 40% for all periods presented.

[h] Adjusted diluted net income per share is a supplemental measure of financial performance that is not required by, or presented in accordance with GAAP. We define adjusted net income per share as consolidated net income (loss) less non-recurring and other items divided by the Company’s post-initial public offering share count. Adjusted net income per share is included in this press release because management believes that adjusted net income per share provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.

Source: Restoration Hardware Holdings, Inc.