WILLIAMS SONOMA INC
10-Q, 1995-06-13
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-Q
(Mark One)
[x]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF  1934

     For the quarterly period ended  April 30, 1995.  
[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the transition period from    ________________  to   _______________

                        Commission file number 2-83992 

                             WILLIAMS-SONOMA, INC.
             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                                                        <C>
                            California                                                  94-2203880
(State or Other Jurisdiction of Incorporation or Organization)             (I.R.S. Employer Identification No.)


3250 Van Ness Avenue, San Francisco, CA                                          94109
(Address of Principal Executive Offices)                                       (Zip Code)
</TABLE>

       Registrant's Telephone Number, Including Area Code  (415) 421-7900
        
           100 North Point Street, San Francisco, California 94133
__________________________________________________________________________
Former Name, Former Address and Former Fiscal Year, if Changed Since Last
Report.

    Indicate by check X whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days  Yes X    No _______

    As of May 25, 1995, 25,361,727 shares of the Registrant's Common Stock were
outstanding.


<PAGE>   2

                     WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                           April 30,      January 29,         May 1,
                                                              1995           1995              1994
                                                              ----           ----              ----
<S>                                                         <C>              <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents                                 $  5,897         $ 17,481         $  5,258
  Accounts receivable                                          6,316            5,394            4,307
  Merchandise inventories                                    105,923           87,949           78,339
  Prepaid expenses and other assets                            9,567            5,849            6,719
  Prepaid catalog expenses                                    12,459           11,205            9,563
  Deferred income taxes                                          259              259            2,617
                                                            --------         --------         --------
    Total current assets                                     140,421          128,137          106,803

Deferred income taxes                                          4,021            4,021            2,968
Investments and other assets                                   6,272            6,325            2,196
Property and equipment (net)                                  87,155           79,395           62,053
                                                            --------         --------          ------
                                                            $237,869         $217,878         $174,020
                                                            ========         ========         ========


LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
  Accounts payable                                          $ 36,075         $ 49,357         $ 27,028
  Accrued expenses                                             5,280            4,407            6,168  
  Accrued salaries and benefits                                7,986            8,138            6,378  
  Line of credit                                              40,000                -            8,400  
  Current portion of long-term debt                              141              141              184    
  Customer deposits                                            5,713            5,631            3,840  
  Other liabilities                                            2,506            2,628            2,755  
  Income taxes payable                                             -            8,329            1,173  
                                                            --------         --------         --------
    Total current liabilities                                 97,701           78,631           55,926 
                                                                                                       
Deferred lease credits                                        15,494           14,250           13,452 
Long-term debt                                                 6,749            6,781            7,451  
Shareholders' equity                                         117,925          118,216           97,191 
                                                            --------         --------         --------
                                                            $237,869         $217,878         $174,020
                                                            ========         ========         ========
</TABLE>



           See Notes to Condensed Consolidated Financial Statements.
<PAGE>   3

                     WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                (Amounts in thousands, except per share amounts)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                   Thirteen Weeks Ended
                                                                April 30,         May 1,
                                                                  1995             1994
                                                                  ----             ----
<S>                                                             <C>              <C>
Net sales                                                       $118,160         $102,842


Costs and expenses:                                          
  Cost of goods sold and occupancy                                73,778           63,452
  Selling, general and administrative                             44,584           36,145
                                                                  ------           ------
     Total costs and expenses                                    118,362           99,597
                                                                 -------           ------
                                                             
                                                             
       Earnings  from operations                                    (202)           3,245
                                                             
Interest expense (net)                                               350              163
                                                                     ---              ---
                                                             
       Earnings (loss) before income taxes                          (552)           3,082
                                                             
Income taxes                                                        (226)           1,294
                                                                   -----            -----
                                                             
        Net earnings (loss)                                      $  (326)          $1,788
                                                                 =======           ======
                                                             
                                                             
                                                             
Earnings (loss) per share:                                   
        Primary                                                   $(0.01)            $.07
        Fully diluted                                             $(0.01)            $.07
                                                             
Average number of common shares outstanding:                 
        Primary                                                   26,181           26,065
        Fully diluted                                             26,181           26,111
</TABLE>        





  Note: 1994 shares and per share amounts have been restated to reflect the
3-for-2 stock split in September 1994.

           See Notes to Condensed Consolidated Financial Statements.





<PAGE>   4

                     WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                             (Amounts in thousands)
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                       Thirteen Weeks Ended                       
                                                                     April 30,        May 1,                      
                                                                       1995            1994                       
                                                                       ----            ----                       
<S>                                                                 <C>              <C>
Cash flows from operating activities:
  Net earnings (loss)                                               $   (326)       $  1,788
  Adjustments to reconcile net earnings (loss)
  to net cash used in operating activities:
    Depreciation and amortization                                      3,451           2,820
    Amortization of deferred lease incentives                           (301)           (257)
    Change in allowance for doubtful accounts                             19              24
    Change in deferred rents                                             (81)            (81)
    Loss on disposal of assets                                           180             253
    Change in:
      Notes and accounts receivable                                     (941)           (597)
      Merchandise inventories                                        (17,973)         (8,000)
      Prepaid catalog expenses                                        (1,254)         (3,845)
      Prepaid expenses and other assets                               (1,827)         (1,560)
      Accounts payable                                                (7,832)           (832)
      Accrued expenses and other liabilities                           1,015             226
      Income taxes payable                                            (9,545)         (8,397)
                                                                    ---------        ---------
         Net cash used in operating activities                       (35,415)        (18,458)
                                                                    --------         --------

Cash flows from investing activities:
  Purchases of property and equipment                               (13,163)          (1,718)
  Other investments                                                      21             -
  Proceeds from sale of property and equipment                          796                1
                                                                    --------         --------
           Net cash used in investing activities                    (12,346)          (1,717)
                                                                    --------         ---------

Cash flows from financing activities:
  Change in cash overdrafts                                          (5,451)            (731)
  Deferred lease incentives                                           1,625              -
  Borrowings under line of credit                                    51,700           24,400
  Repayments under line of credit                                   (11,700)         (16,000)
  Proceeds from long-term debt                                           -             7,000
  Repayment of long-term debt                                           (32)             (83)
  Proceeds from exercise of stock options                                35               90
                                                                  ---------        ---------
         Net cash provided by financing activities                   36,177           14,676
                                                                  ---------        ---------

         Net decrease in cash and cash equivalents                  (11,584)          (5,499)

         Cash and cash equivalents at beginning of period            17,481           10,757
                                                                    --------         --------

         Cash and cash equivalents at end of period                $  5,897         $  5,258 
                                                                   ========         =========
</TABLE>


           See Notes to Condensed Consolidated Financial Statements.





<PAGE>   5

                     WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              Thirteen Weeks Ended April 30, 1995 and May 1, 1994


NOTE A.  FINANCIAL STATEMENTS - BASIS OF PRESENTATION

The condensed consolidated balance sheets as of April 30, 1995 and May 1, 1994,
the condensed consolidated statements of operations for the thirteen week
periods ended April 30, 1995 and May 1, 1994, and condensed consolidated
statements of cash flows for the thirteen week periods ending April 30, 1995
and May 1, 1994 have been prepared by Williams-Sonoma, Inc., (the Company)
without audit.  In the opinion of management, the financial statements include
all adjustments (which include only normal recurring adjustments) necessary to
present fairly the financial position for the thirteen weeks then ended.  These
financial statements include Williams-Sonoma, Inc., and its wholly owned
subsidiaries.  Significant intercompany transactions and accounts have been
eliminated.  The balance sheet at January 29, 1995, presented herein, has been
prepared from the audited balance sheet of the Company.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been omitted.  These financial statements should be read in conjunction
with the financial statements and notes thereto included in the Company's
Annual Report to Shareholders for the fiscal year ended January 29, 1995.

Certain reclassifications have been made to the prior year financial statements
to conform to classifications used in the current period.

The results of operations for the thirteen weeks ended April 30, 1995 are not
necessarily indicative of the operating results of the full year.





<PAGE>   6

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

NET SALES

Net sales consist of the following components (dollars in thousands):

<TABLE>
<CAPTION>                                    Thirteen                          Thirteen   
                                               Weeks                             Weeks                                         
                                               Ended                             Ended
                                             April 30,                           May 1,                                         
                                               1995          % Total             1994          % Total                         
                                               ----          -------            -----          -------                         
    <S>                                      <C>             <C>               <C>             <C>
    Catalog sales                             $52,965         44.8%             $43,809         42.6%
    Retail sales                               65,195         55.2%              56,300         54.7%
    California Closet revenue                       0          0.0%               2,733          2.7%
                                               ------          ----               -----          ----

             Total net sales                 $118,160        100.0%            $102,842        100.0%
                                             ========        ======            ========        ======
</TABLE>


Net sales for Williams-Sonoma, Inc. and its subsidiaries ("the Company") for
the thirteen weeks ended April 30, 1995 ( "First Quarter of 1995") were
$118,160,000-- a $15,318,000 increase from the thirteen weeks ended May 1,1994
(" First Quarter of 1994").  Catalog sales increased 20.9% and retail sales
increased 15.8%.  The Pottery Barn catalog continues to perform well and was
responsible for 64% of the increase in catalog sales in the quarter.  Retail
sales for the First Quarter of 1995 increased 15.8% over retail sales for the
First Quarter of 1994 while comparable store sales increased 2.3%.  Pottery
Barn, with 26% of the store locations at the end of the First Quarter,
accounted for 55% of the retail sales growth.  The Company opened 6 new large
format stores in the First Quarter of 1995 -- 5 Williams-Sonoma stores and 1
Pottery Barn store -- and closed 1 Hold Everything store.  In August 1994 the
Company sold California Closet Company, Inc., a wholly-owned subsidiary which
marketed custom home closet systems.

COST OF GOODS SOLD AND OCCUPANCY
Cost of goods sold and occupancy expense for the First Quarter of 1995
increased as a percentage of net sales to 62.4% from 61.7%. Higher cost of
goods sold accounted for .4 percentage points of the .7 percentage point
increase.

SELLING, GENERAL AND ADMINISTRATIVE
Selling, and general and administrative costs increased as a percentage of net
sales by 2.6 percentage points-- from 35.1% to 37.7%.  Higher advertising and
customer service expenses were principally responsible for the increase.  The
Company attributes most of the increase in customer service expense to higher
costs associated with operating existing service and distribution facilities
above their optimum capacity.  The Company is presently expanding its customer
service and distribution facilities to increase their total capacity and
improve operating efficiency.  The Company expects to complete this expansion
during the fall of 1995.

INTEREST EXPENSE
Interest expense in the First Quarter of 1995 increased $187,000 over that of
the First Quarter of 1994 due to increased bank line borrowing used to support
planned growth.  The Company's effective interest rate on short-term borrowings
was 7.7% for the First Quarter of 1995 and 6.7% for the First Quarter of 1994.





<PAGE>   7

INCOME TAXES
The Company's effective tax rate was 42% for the First Quarter of 1994 and 41.5
% for the First Quarter of 1995.  The decrease is due to a lower aggregate
state tax rate based on the mix of retail sales and catalog sales in the
various states where the Company has sales or conducts business.

LIQUIDITY AND CAPITAL RESOURCES
The Company had $42,720,000 of working capital at April 30, 1995 compared to
$50,877,000 at May 1, 1994.  The decrease is attributable primarily to
increased borrowings under the Company's line of credit for store construction
and expansion.  The Company believes that additional long-term working capital
is required to continue with its planned store construction and expansion and
is pursuing several alternatives.

Net cash used in operating activities in the First Quarter of 1995 was
$35,415,000 -- a $16,957,000 increase over the $18,458,000 used in the First
Quarter of 1994.  This change was primarily due to  increased merchandise
inventories and payments to vendors. The increase in merchandise inventories is
principally attributable to the new store expansion program.

Net cash used in investing activities was $12,346,000 in the First Quarter of
1995. This was a significant increase over the $1,717,000 in the First Quarter
of 1994.  $10,555,000 was used for store, distribution center and office
expansion and  $1,970,000 for new systems. The Company plans to open 35 stores
in 1995 which will increase the store selling area by approximately 35%.

Net cash provided by financing activities increased from $14,676,000 in the
First Quarter of 1994 to $36,177,000 in the First Quarter of 1995.  The Company
used borrowings under its line of credit and landlord lease incentives to fund
infrastructure and new store investment.


SEASONALITY
The Company's business is subject to substantial seasonal variations in demand.
Historically, a significant portion of the Company's sales and net income have
been realized during the period from October through December, and levels of
net sales and net income have generally been significantly lower during the
period from February through July.  The Company believes this is the general
pattern associated with the mail order and retail industries.  In anticipation
of its peak season, the  Company hires a substantial number of additional
employees in its retail stores and mail order processing and distribution
areas, and incurs significant fixed catalog production and mailing costs.





<PAGE>   8

                     WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
                                   FORM 10-Q
                          PART II - OTHER INFORMATION


ITEM 1 - LEGAL PROCEEDINGS

     There are no material pending legal proceedings against the Company.  The
Company is, however, involved in routine litigation arising in the ordinary
course of its business, and, while the results of the proceedings cannot be
predicted with certainty, the Company believes that the final outcome of such
matters will not have a materially adverse effect on the Company's consolidated
financial position or results of operations.


ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     (a)    The Company's Annual Meeting of Shareholders was held on May     
            24, 1995.                                                        
                                                                              
     (b)    At the Company's 1995 Annual Meeting of Shareholders, the        
            shareholders took the following actions:                         
                                                                              
           (I)    Each of the following persons was re-elected by the vote  
                  indicated to serve as a director of the Company until the  
                  next Annual Meeting of Shareholders or until his successor  
                  is elected and qualified:                             
                  
<TABLE>
<CAPTION>
                         Name                       For                    Against           Withheld
                         ----                       ---                    -------           --------
                 <S>                               <C>                       <C>              <C>
                 Charles E. Williams               22,283,993                8,460            188,207
                 W. Howard Lester                  22,288,368                4,085            183,832
                 James A. McMahan                  22,284,835                7,618            187,365
                 Nathan Bessin                     22,288,950                3,503            183,250
                 Patrick J. Connolly               22,288,568                3,885            183,632
                 Gary G. Friedman                  22,288,671                3,782            183,529
                 F. Warren Hellman                 21,884,718              407,735            587,482
                 James M. Berry                    22,275,528               16,925            196,672
                 Millard S. Drexler                21,871,851              420,602            600,349
                 John E. Martin                    21,872,280              420,173            599,920
</TABLE>

          (ii)    A proposal was approved to amend the Company's Articles of
                  Incorporation to add a par value of $.01 per share of common 
                  stock and preferred stock.
<TABLE>
<CAPTION>
                                        For                      Against          Withheld                        
                                        ---                      -------          --------                        
                                        <S>                      <C>              <C>                             
                                        22,225,673               29,639           24,656                          
</TABLE>                                                  

         (iii)    A proposal was approved to amend the Company's 1993 Stock
                  Option Plan to increase the size of the stock options awarded
                  annually to non-employee directors upon their re-election 
                  from 2,250 shares of common stock to 5,250 shares of common 
                  stock.
<TABLE>
<CAPTION>
                                         For                      Against          Withheld                   
                                         ---                      -------          --------                   
                                         <S>                      <C>              <C>                        
                                         20,624,869               1,547,343        299,988                    
</TABLE>                                                  

          (iv)   A proposal was approvd to ratify the selection of Deloitte &
                 Touche LLP as the independent accountants for the Company's 
                 fiscal year ending January 28, 1996.
<TABLE>
<CAPTION>
                                        For                      Against          Withheld                    
                                        ---                      -------          --------                    
                                        <S>                      <C>              <C>                         
                                        22,448,188               13,314           10,698                      
</TABLE>                                                   





<PAGE>   9

ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

<TABLE>
<CAPTION>
Exhibit
Number           Exhibit Description
- ------           -------------------
<S>         <C>                                                                                              
10.         Material Contracts                                                                               
                                                                                                             
10.1        1983 Incentive Stock Option Plan and Form of Agreement (incorporated                             
            by reference to Exhibit 10.2 to the Company's Registration Statement                             
            on Form S-1, as filed with the Commission on May 25, 1983)                                       
                                                                                                             
10.1A       1976 Stock Option Plan and Form of Agreement as amended                                          
            (incorporated by reference to Exhibit 10.20 to the Company's Annual                              
            Report on Form 10-K for the fiscal year ended January 31, 1993,  as                              
            filed with the Commission on May 3, 1993)                                                        
                                                                                                             
10.1B       1993 Stock Option Plan approved by the Shareholders at the 1993                                  
            Annual Meeting (incorporated by reference to Exhibit 10.22 to the                                
            Company's Report on Form 10-Q for the period ended May 2, 1993 as                                
            filed with the Commission on June 16, 1993)                                                      
                                                                                                             
10.2        Warehouse - distribution facility lease dated July 1, 1983 between                               
            the Lester-McMahan Partnership as lessor and the Company as lessee                               
            (incorporated by reference to Exhibit 10.28 to the Company's Report                              
            on Form 10-Q for the period ended September 30, 1983, as filed with                              
            the Commission on October 14, 1983)                                                              
                                                                                                             
10.2A       The Amendment, dated December 1, 1985, to the lease for the                                      
            distribution center, dated July 1, 1983 between the Company as                                   
            lessee and the Lester McMahan Partnership as lessor (incorporated by                             
            reference to Exhibit 10.48 to the Company's Report on Form 10-K for                              
            the fiscal year ended February 3, 1985, as filed with the Commission                             
            on April 26, 1985)                                                                               
                                                                                                             
10.2B       The Sublease, dated as of August 1, 1990, by and between Hewson-                                 
            Memphis Partners and the Company (incorporated by reference to                                   
            Exhibit 10 to the Company's Report on Form 10-Q for the period ended                             
            October 28, 1990, as filed with the Commission on December 12, 1990)                             
                                                                                                             
10.2C       Second Amendment to Lease between the Company and The Lester-McMahan                             
            Partnership, dated December 1, 1993 (incorporated by reference to                                
            Exhibit 10.27 to the Company's Annual Report on Form 10-K for the                                
            fiscal year ended January 30, 1994 as filed with the Commission on                               
            April 29, 1994)                                                                                  
10.2D       Second Amendment to Sublease between the Company and Hewson-Memphis                              
            Partners, dated September 1, 1994 (incorporated by reference to                                  
            Exhibit 10.38 to the Company's Report on Form 10-Q for the period                                
            ended October 30, 1994 as filed with the Commission on December 13,                              
            1994)                                                                                            
                     
</TABLE>




<PAGE>   10

<TABLE>

<S>         <C>

                                                                                                             
10.3        The lease for the Company's Corporate Offices at 100 North Point                                 
            Street, San Francisco, California dated January 13, 1986, between                                
            the Company as lessee and Northpoint Investors as lessor                                         
            (incorporated by reference to Exhibit 10.49 to the Company's Report                              
            on Form 10-K for the year ended February 3, 1985, as filed with the                              
            Commission on April 26, 1985)                                                                    
                                                                                                             
10.4        Joint Venture Agreement and Trade Name and Trade Mark Licensing                                  
            Agreement, dated May 3, 1988 between the Company and Tokyu                                       
            Department Store Co., Ltd. (incorporated by reference to Exhibit                                 
            10.1 to the Company's Report on Form 10-Q for the period ended July                              
            31, 1988, as filed with the Commission on September 15, 1988)                                    
                                                                                                             
10.4A       Stock Purchase Agreement dated as of May 15, 1989, by and between                                
            the Company and Tokyu Department Store Co., Ltd. (incorporated by                                
            reference to Exhibit 4.1 to the Company's registration statement on                              
            Form S-2 filed with the Commission on June 28, 1990 as amended by                                
            amendment Number 1 on Form S-2 filed with the Commission on July 17,                             
            1990)                                                                                            
                                                                                                             
10.5        Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive                                
            Plan effective as of February 1, 1989 (incorporated by reference to                              
            Exhibit 4.2 of the Company's Form S-8 (File No. 33-33693) filed                                  
            February 22, 1990)                                                                               
                                                                                                             
10.5A       Williams-Sonoma, Inc. Employee Profit Sharing and Stock Incentive                                
            Plan Trust Agreement, dated September 20, 1989 (incorporated by                                  
            reference to Exhibit 4.2 of the Company's Form S-8 (File No. 33-                                 
            33693) filed February 22, 1990)                                                                  
                                                                                                             
10.5B       Amendment Number One to the Williams-Sonoma, Inc. Employee Profit                                
            Sharing and Stock Incentive Plan, dated April 27, 1990 (incorporated                             
            by reference to Exhibit 10.20 to the Company's Annual Report on Form                             
            10-K for the fiscal year ended February 3, 1991, as amended by a                                 
            Form 8 Amendment to Form 10-K, filed with the Commission on July 26,                             
            1991)                                                                                            
                                                                                                             
10.5C       Amendment Number Two to the Williams-Sonoma, Inc. Employee Profit                                
            Sharing and Stock Incentive Plan, dated December 12, 1990                                        
            (incorporated by reference to Exhibit 10.21 to the Company's Annual                              
            Report on Form 10-K for the fiscal year ended February 3, 1991, as                               
            amended by a Form 8 Amendment to Form 10-K, filed with the                                       
            Commission on July 26, 1991)                                                                     
                                                                                                             
10.5D       Amendment Number Three to the Williams-Sonoma, Inc. Employee Profit                              
            Sharing and Stock Incentive Plan, dated March 10, 1992 (incorporated                             
            by reference to Exhibit 10.21 to the Company's Annual Report on Form                             
            10-K for the fiscal year ended January 31, 1993 as filed with the                                
            Commission on May 3, 1993)                                                                       

</TABLE>

<PAGE>   11
<TABLE>
<S>         <C>
10.5E       Amendment Number Four to the Williams-Sonoma, Inc. Employee Profit                               
            Sharing and Stock Incentive Plan, dated June 9, 1993 (incorporated                               
            by reference to Exhibit 10.24 to the Company's Report on Form 10-Q                               
            for the period ended May 2, 1993 as filed with the Commission on                                 
            June 16, 1993)                                                                                   
                                                                                                             
10.6        Indemnity Agreement by the Company in favor of Bank of America, NT &                             
            SA, dated December 1, 1993 (incorporated by reference to Exhibit                                 
            10.28 to the Company's Annual Report on Form 10-K for the fiscal                                 
            year ended January 30, 1994 as filed with the Commission on April                                
            29, 1994)                                                                                        

10.6A       Standing Loan Agreement and Deed of Trust between the Company and                                 
            Bank of America, NT & SA, dated March 9, 1994 (incorporated by                                    
            reference to Exhibit 10.31 to the Company's Annual Report on Form                                 
            10-K for the fiscal year ended January 30, 1994 as filed with the                                 
            Commission on April 29, 1994)                                                                     
                                                                                                              
10.6B       Master Agreement between the Company and Bank of America, NT & SA,                                
            dated March 30, 1994 (incorporated by reference to Exhibit 10.33 to                               
            the Company's Annual Report on Form 10-K for the fiscal year ended                                
            January 30, 1994 as filed with the Commission on April 29, 1994)                                  
                                                                                                              
10.6C       Amended and Restated Credit Agreement between the Company and Bank                                
            of America, NT & SA, dated October 13, 1994 (incorporated by                                      
            reference to Exhibit 10.27 to the Company's Report on Form 10-Q for                               
            the period ended October 30, 1994 as filed with the Commission on                                 
            December 13, 1994)                                                                                
                                                                                                              
10.7        Purchase and Sale Agreement between the Company and Bancroft-                                     
            Whitney, a division of Thomson Legal Publishing, Inc., dated                                      
            December 14, 1993 (incorporated by reference to Exhibit 10.29 to the                              
            Company's Annual Report on Form 10-K for the fiscal year ended                                    
            January 30, 1994 as filed with the Commission on April 29, 1994)                                  
                                                                                                              
10.8        Stock Purchase agreement between the Company and Bill Levine, dated                               
            August 12, 1994.  (incorporated by reference to Exhibit 10.36 to                                  
            Company's Report on Form 10-Q for period ended July 31, 1994 as                                   
            filed with the Commission on September 13, 1994)                                                  
                                                                                                              
                                                                                                              
11          Statement re computation of per share earnings.                                                   
                                                                                                              
27          Financial Data Schedule                                                                           
</TABLE>             





(b)      There have been no reports on Form 8-K filed during the quarter for
which this report on Form 10-Q is being filed.



<PAGE>   12

                                   SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                       WILLIAMS-SONOMA, INC.



                                       By:  /s/Russell Solt
                                            -----------------------------
                                            Russell Solt                    
                                            Senior Vice President           
                                            Principal Financial Officer     
                                            Principal Accounting Officer    
                                      

Dated: June 12, 1995





<PAGE>   13


                                EXHIBIT INDEX


Exhibit 11    Statement Re Computation of Per Share Earnings

Exhibit 27    Financial Data Schedule
<PAGE>   14

                                   EXHIBIT 11

                 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS





<PAGE>   15


              EXHIBIT 11.1:     COMPUTATION OF EARNINGS PER SHARE




<TABLE>
<CAPTION>
                                                                             Thirteen Weeks Ended                            
                                                                             --------------------                            
                                                                           April 30,         May 1,                          
                                                                              1995            1994                           
                                                                              ----            ----                           
<S>                                                                       <C>             <C>                                 
Net earnings (loss)                                                         $(326,200)    $1,788,300                         
                                                                                                                             
Average shares of common stock                                                                                               
outstanding during the period                                              25,342,842     25,096,457                         
                                                                                                                             
Incremental shares from assumed                                                                                              
exercise of stock options (primary)                                           838,096        968,916                         
                                                                              -------        -------                         
                                                                           26,180,936     26,065,373                         
                                                                           ----------     ----------                         
                                                                                                                             
Primary earnings (loss) per share                                              $(0.01)         $0.07                         
                                                                               =======         =====                               
                                                                                                                             
Average shares of common stock                                                                                               
outstanding during the period                                              25,342,842     25,096,457                         
                                                                                                                             
Incremental shares from assumed                                                                                              
exercise of stock options (fully                                              838,096      1,014,081                         
                                                                             --------      ---------                         
diluted)                                                                                                                     
                                                                           26,180,938     26,110,538                         
                                                                           ----------     ----------                         
                                                                                                                             
Fully diluted earnings (loss) per                                                                                            
share                                                                          $(0.01)         $0.07                               
                                                                               =======         =====                               
</TABLE>             



Note:  1994 amounts are adjusted to reflect the 3-for-2 stock split in
       September 1994.





<PAGE>   16
                                EXHIBIT INDEX


Ex. 27   Financial Data Schedule

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS FOR THE THIRTEEN WEEKS ENDED APRIL 30, 1995 AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          JAN-28-1996
<PERIOD-START>                             JAN-30-1995
<PERIOD-END>                               APR-30-1995
<CASH>                                           5,897
<SECURITIES>                                         0
<RECEIVABLES>                                    6,574
<ALLOWANCES>                                       258
<INVENTORY>                                    105,923
<CURRENT-ASSETS>                               140,421
<PP&E>                                         141,050
<DEPRECIATION>                                  53,895
<TOTAL-ASSETS>                                 237,869
<CURRENT-LIABILITIES>                           97,701
<BONDS>                                          6,749
<COMMON>                                        47,451
                                0
                                          0
<OTHER-SE>                                      70,474
<TOTAL-LIABILITY-AND-EQUITY>                   237,869
<SALES>                                        118,160
<TOTAL-REVENUES>                               118,160
<CGS>                                           73,778
<TOTAL-COSTS>                                   73,778
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                    19
<INTEREST-EXPENSE>                                 350
<INCOME-PRETAX>                                  (552)
<INCOME-TAX>                                     (226)
<INCOME-CONTINUING>                              (326)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     (326)
<EPS-PRIMARY>                                    (.01)
<EPS-DILUTED>                                    (.01)
        

</TABLE>


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