Restoration Hardware (RSTO)

Non-GAAP Financial Measures

This press release references the following financial measures that are non-GAAP: (i) EBITDA of -$7.0 million for the third quarter of fiscal 2007, (ii) EBITDA of $1.8 million for the third quarter of fiscal 2006, (iii) the charge of $0.01 per share related to headcount reductions in the third quarter of fiscal year 2007, and (iv) the charge of $0.04 per share related to costs associated with the Company’s Merger Agreement.

The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. EBITDA is a widely used financial metric to assess cash flow. EBITDA consists of earnings before interest, taxes, depreciation and amortization. EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP. The most closely analogous GAAP financial measure to EBITDA is net (loss) income. With respect to the charges in the third quarter of fiscal year 2007 of $0.01 per share related to headcount reductions and $0.04 per share related to costs associated with the Company’s Merger Agreement, the most closely analogous GAAP financial measure is the Company’s net loss per share for the third quarter of fiscal year 2007 of $0.39 per share.

A table setting forth a reconciliation of EBITDA to net (loss) income is set forth below (in millions).

Non-GAAP Financial Measures

This press release references the following financial measures that are non-GAAP (i) EBITDA of $0.2 million for the second quarter of fiscal 2007, (ii) EBITDA of $7.4 million for second quarter of fiscal 2006, (iii) EBITDA guidance for the third quarter of fiscal 2007 of between -$1.2 million and $0.8 million, (iv) EBITDA guidance for the full year of fiscal 2007 of between $20 million and $24 million and (v) the pre-tax charge of $0.01 per share expected to be incurred in the third quarter of fiscal year 2007 related to headcount reductions.

The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. EBITDA is a widely used financial metric to assess cash flow. “EBITDA” consists of earnings before interest, taxes, depreciation and amortization. EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP. The most closely analogous GAAP financial measure to EBITDA is net (loss) income. With respect to the pre-tax charge of $0.01 per share expected to be incurred in the third quarter of fiscal year 2007, the most closely analogous GAAP financial measure is the Company’s projected net (loss) income per share for the third quarter of fiscal year 2007.

A table setting forth a reconciliation of EBITDA to net (loss) income is set forth below (in millions).

Non-GAAP Financial Measures

This press release references the following EBITDA financial information, which is a non-GAAP financial measure: (i) EBITDA of -$6.9 million for the first quarter of fiscal 2007, (ii) EBITDA of $1.7 million for the first quarter of fiscal 2006, (iii) EBITDA guidance for the second quarter of fiscal 2007 of between $3.5 million and $5.5 million and (iv) EBITDA guidance for the full year of fiscal 2007 of between $34.1 million and $37.5 million.

The Company believes that the use of EBITDA allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. EBITDA is a widely used financial metric to assess cash flow. “EBITDA” consists of earnings before interest, taxes, depreciation and amortization. EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP. The most closely analogous GAAP financial measure to EBITDA is net (loss) income.

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A table setting forth a reconciliation of EBITDA to net (loss) income is set forth below (in millions).

Non-GAAP Financial Measures:

This release makes reference to certain financial measures that are non-GAAP, including (i) EBITDA guidance for the first quarter of fiscal 2007 of between -$6.5 million and -$5.5 million, (ii) EBITDA guidance for the second quarter of fiscal 2007 of between $3.5 million and $5.5 million and (iii) EBITDA guidance for the full year of fiscal 2007 of between $34.1 million and $37.5 million.

The Company believes that the use of EBITDA allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. EBITDA is a widely used financial metric to assess cash flow. “EBITDA” consists of earnings before interest, taxes, depreciation and amortization. EBITDA should be considered as a supplement to, and not as a substitute for or superior to, GAAP. The most closely analogous GAAP financial measure to EBITDA is net (loss) income for the applicable period.

A table setting forth a reconciliation of projected EBITDA to projected net (loss) income is set forth below (in millions).

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including (i) the expected non-cash charge of $0.02 per share associated with stock-based compensation expense in the fourth quarter of fiscal 2006, (ii) the expected charge of $0.06 per share for costs associated with the Company’s bonus program for the fourth quarter of fiscal 2006 and (iii) the non-cash charge of $0.74 per share related to the valuation reserve against the Company’s net deferred tax assets in the fourth quarter of fiscal 2005. The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. These non-GAAP measures should be considered as a supplement to and not as a substitute for or superior to, GAAP.

With respect to the charge related to the valuation reserve against the Company’s net deferred tax assets of $0.74 per share for the fiscal 2005 fourth quarter, the most-closely analogous GAAP financial measure is the Company’s net loss per share for such period of $0.52 per share. With respect to the guidance of a non-cash charge of approximately $0.02 per share for the fourth quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R and a charge of up to $0.06 per share for costs associated with the Company’s bonus program for the fourth quarter of fiscal 2006, the most-closely analogous GAAP financial measures is the Company’s guidance of net income per diluted share at the lower end of the previously provided range of approximately $0.34 to $0.44 per share for the fourth quarter.

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including (i) the income tax benefit of $0.08 per share recorded for the third quarter of fiscal 2005, (ii) the non-cash charge of $0.02 per share associated with the stock-based compensation expense recorded in the second quarter of fiscal 2006, (iii) the non-cash charge of $0.02 per share for the third quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R, (iv) the non-cash charge of $0.06 per share associated with the adoption of SFAS 123R for the three fiscal quarters ended October 28, 2006, (v) the income tax benefit of $0.19 per share recorded for the three fiscal quarters ended October 29, 2005 and (vi) the guidance of a non-cash charge of $0.02 per share for the fourth quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R. The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. These non-GAAP measures should be considered as a supplement to, and not as a substitute for or superior to, GAAP. The most-closely analogous GAAP financial measure to these amounts are the Company’s net loss per share for each such period.

With respect to the guidance of a non-cash charge of approximately $0.02 per share for the fourth quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R, the most-closely analogous GAAP financial measures is the Company’s guidance of net income per diluted share in the range of approximately $0.34 to $0.44 per share for the fourth quarter.

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including (i) the non-cash charge of $0.02 per share for the second quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R, (ii) the approximate non-cash charge of $0.02 per share guidance for the third quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R, (iii) the $0.01 per share non-cash charge for the second quarter of fiscal 2006 relating to our review of stock option practices, (iv) the income tax benefit of $0.05 per share recorded for the second quarter of fiscal 2005 and (v) the income tax benefit of $0.08 per share for the third quarter of fiscal 2005.  The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner.  These non-GAAP measures should be considered as a supplement to, and not as a substitute for or superior to, GAAP.  The most-closely analogous GAAP financial measure to the second quarter of fiscal 2006 non-cash charge of $0.02 per share for stock based compensation expense associated with adopting SFAS 123R and non-cash charge of $0.01 per share relating to our review of stock option practices is the Company’s net income of $0.01 per share for the second quarter of fiscal 2006. The most-closely analogous GAAP financial measures to the income tax benefit of $0.05 per share and $0.08 per share for the second and third quarters of fiscal 2005, respectively, are the Company’s net loss of $(0.07) per share and net loss of $(0.11) for such quarters, respectively.

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including (i) the non-cash charge of $0.02 per share for the first quarter of fiscal 2006 for stock based compensation expense associated with adopting SFAS 123R, (ii) the income tax benefit of $0.06 per share and $0.05 per share recorded for the first quarter of fiscal 2005 and the second quarter of fiscal 2005, respectively, and (iii) revenue and order deferrals. The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. The most-closely analogous GAAP financial measure to the first quarter of fiscal 2006 non-cash charge of $0.02 per share is the Company’s net loss of $0.13 per share for the first quarter of fiscal 2006. The most-closely analogous GAAP financial measure to the income tax benefit of $0.06 per share for the first quarter of fiscal 2005 is the Company’s net loss of $0.09 per share for such quarter, and the most-closely analogous GAAP financial measure to the income tax benefit of $0.05 per share for the second quarter of fiscal 2005 is the Company’s net loss of $0.07 per share for such quarter.

“Total revenue and order deferral” represents the combination of backorders, special orders, and in-transit orders.

“Backorders” represent products that have been ordered by customers but are out of stock.

“Special orders” represent products that are made-to-order by customers and therefore are not in-stock at the time the order is taken.

“In-transit deferred revenue orders” represent items that have been billed and shipped to the customer but have not yet been delivered at the period end. These are included in the balance sheet under “deferred revenue and customer deposits.”

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including (i) the fourth quarter non-cash charge of $0.74 per share for a valuation allowance established against the Company’s net deferred tax asset, and (ii) revenue and order deferrals. The Company believes that the use of these non-GAAP financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner. The most-closely analogous GAAP

Non-GAAP Financial Measures

This release makes reference to certain financial measures that are non-GAAP, including revenue and order deferrals, backorders, special orders and in-transit deferred revenue orders.  These terms are defined below.  The Company believes that the use of these financial measures allows management and investors to evaluate and compare the Company’s operating results in a more meaningful and consistent manner.  The most-closely analogous GAAP financial measure to these non-GAAP financials measures is deferred revenue.  The Company’s deferred revenue for the third quarter of fiscal 2005 and the nine-week holiday period was $13.4 million and $12.3 million, respectively. The Company’s deferred revenue for the third quarter and fourth quarter of fiscal 2004 was $8.5 million and $9.3 million, respectively.

“Backorders” represent products that have been ordered by customers but are out of stock.

“Special orders” represent products that are made-to-order by customers and therefore are not in-stock at the time the order is taken.

“In-transit deferred revenue orders” represent items that have been billed and shipped to the customer but have not yet been delivered at the period end.  These are included in the balance sheet under “deferred revenue and customer deposits.”

“Total revenue and order deferral” represents the combination of backorders, special orders and in-transit orders.

Use of Non-GAAP Financial Measures:

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), this release presents net results and operating results for the second quarter and first six months of fiscal 2005 that excludes a non-cash charge associated with the Company’s substantially completed store remodeling, which information is considered non-GAAP measures. The Company is committed to reporting its financial results on a GAAP basis and provides non-GAAP information for a greater understanding of some of the underlying elements that comprise the GAAP results that investors may find useful in analyzing the Company. The most directly comparable GAAP financial measure to the non-GAAP net results information provided in the release is net loss, and the most directly comparable GAAP financial measure to the non-GAAP operating results provided in this release is loss from operations. The reconciliation from such non-GAAP financial measure to GAAP is provided above.