<PAGE> 1
UNITED STATES
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, 2000.
[ ] 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 000-12704
WILLIAMS-SONOMA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
California 94-2203880
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(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)
3250 Van Ness Avenue, San Francisco, CA 94109
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(Address of Principal Executive Offices) (Zip Code)
</TABLE>
Registrant's Telephone Number, Including Area Code (415) 421-7900
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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 June 7, 2000, 55,573,518 shares of the Registrant's Common Stock
were outstanding.
<PAGE> 2
WILLIAMS-SONOMA, INC.
REPORT ON FORM 10-Q
FOR THE QUARTER ENDED APRIL 30, 2000
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION
PAGE
----
<S> <C> <C>
Item 1. Financial Statements (3)
Condensed Consolidated Balance Sheets
April 30, 2000, January 30, 2000
and May 2, 1999
Condensed Consolidated Statements of Operations
Thirteen weeks ended April 30, 2000
and May 2, 1999
Condensed Consolidated Statements of Cash Flows
Thirteen weeks ended April 30, 2000
and May 2, 1999
Notes to Condensed Consolidated Financial
Statements
Item 2. Management's Discussion and Analysis of Results of Operations
and Financial Condition (9)
PART II. OTHER INFORMATION
Item 1. Legal Proceedings (13)
Item 6. Exhibits and Reports on Form 8-K (13)
</TABLE>
2
<PAGE> 3
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
April 30, January 30, May 2,
2000 2000 1999
---- ---- ----
<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 14,499 $ 92,843 $ 42,476
Accounts receivable (net) 22,229 22,427 22,643
Merchandise inventories 278,025 257,342 197,318
Prepaid expenses and other assets 13,510 13,326 9,855
Prepaid catalog expenses 19,639 14,677 13,215
Deferred income taxes 9,265 9,265 4,077
----- ----- -----
Total current assets 357,167 409,880 289,584
Property and equipment (net) 401,055 313,171 261,397
Investments and other assets (net) 8,450 15,891 6,723
----- -------- -----
Total assets $766,672 $738,942 $557,704
======== ======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 98,924 $102,462 $ 71,420
Accrued expenses 29,011 33,971 20,083
Line of credit 73,262 -- --
Customer deposits 38,662 40,087 25,789
Income taxes payable 2,949 26,062 3,589
Current portion of long-term obligations 6,230 5,839 6,368
Other liabilities 8,227 7,366 5,874
----- ----- -----
Total current liabilities 257,265 215,787 133,123
Deferred lease credits 90,062 90,873 74,872
Deferred income tax liabilities 8,520 8,520 3,339
Long-term debt 35,755 35,466 41,260
Other liabilities 5,380 4,987 3,915
Commitments and contingencies -- -- --
Shareholders' equity
Common stock 104,430 122,887 105,598
Retained earnings 265,260 260,422 195,597
-------- -------- --------
Total shareholders' equity 369,690 383,309 301,195
-------- -------- --------
Total liabilities and shareholders' equity $766,672 $738,942 $557,704
======== ======== ========
See Notes to Condensed Consolidated Financial Statements.
</TABLE>
3
<PAGE> 4
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 2,
2000 1999
---- ----
<S> <C> <C>
Net sales $343,001 $258,676
Cost of goods sold and occupancy 207,931 159,893
-------- --------
Gross margin 135,070 98,783
Selling, general and administrative 125,932 93,336
Interest expense (net) 1,272 37
----- --
Earnings before income taxes 7,866 5,410
Income taxes 3,028 2,136
----- -----
Net earnings $ 4,838 $ 3,274
======== ========
Earnings per share:
Basic $ 0.09 $ 0.06
Diluted $ 0.08 $ 0.06
Shares used in calculation of earnings per
share:
Basic 56,132 55,749
Diluted 58,277 58,454
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
4
<PAGE> 5
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Thirteen Weeks Ended
April 30, May 2,
2000 1999
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 4,838 $ 3,274
Adjustments to reconcile net earnings
to net cash used in operating activities:
Depreciation and amortization 13,386 9,320
Loss on disposal of assets 393 1,000
Amortization of deferred lease credits (2,485) (1,952)
Other (273) 68
Changes in:
Accounts receivable 198 (2,561)
Merchandise inventories (20,683) (24,158)
Prepaid catalog expenses (4,962) (61)
Prepaid expenses and other assets (184) (870)
Accounts payable (3,538) 456
Accrued expenses and other liabilities (3,897) (5,116)
Deferred lease credits 1,674 4,498
Income taxes payable (23,113) (15,940)
--------- ---------
Net cash used in operating activities (38,646) (32,042)
--------- ---------
Cash flows from investing activities:
Purchases of property and equipment (21,073) (28,583)
Purchase of headquarters building, net of deposit (73,300) --
Other -- 57
--------- ---------
Net cash used in investing activities (94,373) (28,526)
--------- ---------
Cash flows from financing activities:
Borrowings under line of credit 73,262 --
Repayment of long-term obligations (130) (155)
Proceeds from exercise of stock options 78 629
Repurchase of common stock (18,535) (4,738)
--------- ---------
Net cash provided by (used in) financing activities 54,675 (4,264)
--------- ---------
Net decrease in cash and cash equivalents (78,344) (64,832)
Cash and cash equivalents at beginning of period 92,843 107,308
--------- ---------
Cash and cash equivalents at end of period $ 14,499 $ 42,476
========= =========
</TABLE>
See Notes to Condensed Consolidated Financial Statements.
5
<PAGE> 6
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Thirteen Weeks Ended April 30, 2000 and May 2, 1999
NOTE A. FINANCIAL STATEMENTS - BASIS OF PRESENTATION
The condensed consolidated balance sheets as of April 30, 2000 and May 2, 1999
and the condensed consolidated statements of operations and cash flows for the
thirteen week periods ended April 30, 2000 and May 2, 1999 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
at the balance sheet dates and the results of operations 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 30, 2000, presented herein,
has been derived from the audited balance sheet of the Company included in the
Company's Form 10-K for the fiscal year ended January 30, 2000.
Certain information and footnote disclosures normally included in the annual
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 30,
2000.
Certain reclassifications have been made to the prior period financial
statements to conform to the presentation used in the current period.
The results of operations for the thirteen weeks ended April 30, 2000 are not
necessarily indicative of the operating results of the full year.
NOTE B. DEBT
The Company's amended and restated syndicated line of credit agreement, which
expires on May 31, 2001, provides for $50,000,000 in cash advances, and contains
certain restrictive loan covenants, including minimum tangible net worth, a
minimum out-of-debt period, fixed charge coverage requirements and a prohibition
on payment of cash dividends.
In addition, the Company has a $65,000,000 letter of credit agreement with its
lead bank, which includes a $75,000,000 revolving line of credit facility at
IBOR plus 0.875%. The line of credit facility, which expires on May 31, 2001,
was added in February 2000 to finance the purchase of a new headquarters
building for approximately $80,000,000. The letter of credit facility expires on
August 1, 2000. As of April 30, 2000, the Company had $73,262,000 of outstanding
borrowings under the line of credit facility and $43,035,000 in outstanding
letters of credit.
By the end of the third quarter of fiscal 2000, the Company expects to replace
its current line of credit and letter of credit agreements with a long-term
agreement. As a result, the Company will be able to meet increased seasonal
working capital needs, and replace short-term financing of the purchase of the
headquarters building with long-term debt.
6
<PAGE> 7
NOTE C. EARNINGS PER SHARE
Basic earnings per share is computed as net income divided by the weighted
average number of common shares outstanding for the period. Diluted earnings per
share reflects the potential dilution that could occur from common shares
issuable through stock options, warrants and other convertible securities.
The following is a reconciliation of net earnings and the number of shares used
in the basic and diluted earnings per share computations:
<TABLE>
<CAPTION>
Net Weighted Average Per-Share
Earnings Shares Amount
-------- ------ ------
<S> <C> <C> <C>
Thirteen weeks ended April 30, 2000
Basic $4,838,000 56,131,936 $0.09
=====
Effect of dilutive stock options -- 2,145,023
--------------------------
Diluted $4,838,000 58,276,959 $0.08
========== ========== =====
Thirteen weeks ended May 2, 1999:
Basic $3,274,000 55,749,184 $0.06
=====
Effect of dilutive stock options -- 2,704,797
--------------------------
Diluted $3,274,000 58,453,981 $0.06
========== ========== =====
</TABLE>
Options for which the exercise price was greater than the average market price
of common shares for the period were not included in the computation of diluted
earnings per share. These options to purchase shares were 1,933,205 in the First
Quarter of 2000 and 42,500 in the First Quarter of 1999.
In March 2000, the Company repurchased 825,000 shares of its common stock.
7
<PAGE> 8
NOTE D. SEGMENT REPORTING
Williams-Sonoma, Inc. has two reportable segments: retail and
direct-to-customer. The retail segment sells products for the home through its
three retail concepts: Williams-Sonoma, Pottery Barn and Hold Everything. The
direct-to-customer segment sells similar products through its five direct-mail
catalogs: Williams-Sonoma, Pottery Barn, Pottery Barn Kids, Hold Everything and
Chambers, and the Internet (Williams-Sonoma only).
These reportable segments are strategic business units that offer similar
home-centered products. They are managed separately because the business units
utilize two distinct distribution and marketing strategies.
The accounting policies of the segments, where applicable, are the same as those
described in the summary of significant accounting policies. The Company uses
earnings before unallocated corporate overhead, interest and taxes to evaluate
segment profitability. Unallocated assets include corporate cash and
equivalents, the net book value of corporate facilities and related information
systems, deferred tax amounts and other corporate long-lived assets.
SEGMENT INFORMATION
<TABLE>
<CAPTION>
Dollars in thousands
Direct-to-
Retail Customer Unallocated Total
------ ---------- ----------- -----
<S> <C> <C> <C> <C>
First Quarter 2000
Revenues $195,928 $147,073 $ -- $343,001
Earnings before income taxes 15,696 15,185 (23,015) 7,866
Assets 450,032 159,618 157,022 766,672
First Quarter 1999
Revenues $158,351 $100,325 $ -- $258,676
Earnings before income taxes 10,134 11,684 (16,408) 5,410
Assets 359,083 98,934 99,687 557,704
</TABLE>
8
<PAGE> 9
Management's Discussion and Analysis
NET SALES
Net sales consists of the following components:
<TABLE>
<CAPTION>
Quarter Quarter
Ended Ended
Dollars in thousands April 30, 2000 % Total May 2,1999 % Total
-------------- ------- ---------- -------
<S> <C> <C> <C> <C>
Retail sales $195,928 57.1% $158,351 61.2%
Direct-to-customer sales 147,073 42.9% 100,325 38.8%
-------- ----- -------- -----
Total net sales $343,001 100.0% $258,676 100.0%
======== ===== ======== =====
</TABLE>
Net sales for Williams-Sonoma, Inc. and its subsidiaries (the Company) for the
thirteen weeks ended April 30, 2000 (First Quarter of 2000), were $343,001,000 -
- an increase of $84,325,000 (32.6%) over net sales for the thirteen weeks ended
May 2, 1999 (First Quarter of 1999). Direct-to-customer sales include catalog
and Internet sales.
RETAIL SALES
<TABLE>
<CAPTION>
Thirteen Weeks Ended
Dollars in thousands April 30, 2000 May 2, 1999
-------------- -----------
<S> <C> <C>
Retail sales $ 195,928 $ 158,351
Retail sales growth percentage 23.7% 22.7%
Comparable store sales growth 9.1% 7.1%
Number of stores - beginning of period 344 298
Number of new stores 2 8
Number of closed stores 10 1
Number of stores - end of period 336 305
Store selling square footage at quarter-end (sq. ft.) 1,485,872 1,245,714
Store leased square footage at quarter-end (sq. ft.) 2,292,704 1,928,543
</TABLE>
Retail sales for the First Quarter of 2000 increased 23.7% over retail sales for
the First Quarter of 1999, primarily due to new store openings over the last
twelve months. During the First Quarter of 2000, the Company opened 2 stores (1
large-format Williams-Sonoma and 1 large-format Pottery Barn), and closed 10
smaller stores (5 Williams-Sonoma, 1 Pottery Barn and 4 Hold Everything).
Pottery Barn accounted for 61.6% of the growth in selling square footage from
the end of the First Quarter of 1999 to the end of the First Quarter of 2000 and
60.6% of the growth in retail sales as measured for the same period.
Comparable stores are defined as those whose gross square feet did not change by
more than 20% in the previous 12 months and which have been open for at least 12
months. Comparable store sales are computed monthly for purposes of this
analysis. Comparable store sales grew 9.1% for the First Quarter of 2000 and
7.1% for the First Quarter of 1999. Comparable store sales growth in Pottery
Barn and Williams-Sonoma, the Company's primary concepts, were strong in the
First Quarter of 2000, with both being above 7%.
Large-format stores average 3,400 selling square feet for Williams-Sonoma and
7,300 selling square feet for Pottery Barn. As of the end of the First Quarter
of 2000, 230 stores (129 Williams-Sonoma and 101 Pottery Barn) were
large-format, comprising 79.0% of the Company's total selling square footage.
Large-format stores accounted for 78.4% of retail sales in the First Quarter of
2000, as compared to 73.9% in the First Quarter of 1999. During fiscal 2000, the
9
<PAGE> 10
Company plans to increase leased square footage by approximately 22%. Planned
store openings in fiscal 2000 include the introduction of seven Pottery Barn
Kids retail locations.
DIRECT-TO-CUSTOMER SALES
<TABLE>
<CAPTION>
Quarter Ended
April 30, 2000 May 2, 1999
---------- ----------
<S> <C> <C>
Catalog sales $ 142,457 $ 100,325
Internet sales 4,616 --
---------- ----------
Total direct-to-customer sales $ 147,073 $ 100,325
Percent growth in direct-to-customer sales 46.6% 30.0%
Percent growth in number of catalogs mailed 12.0% 0.3%
</TABLE>
Direct-to-customer sales increased 46.6% in the First Quarter of 2000 and 30.0%
in the First Quarter of 1999, as compared to the same periods of the respective
prior years. The increases in both years were primarily due to the strength of
Pottery Barn and Pottery Barn Kids.
Pottery Barn and Pottery Barn Kids accounted for 45.7% and 50.3%, respectively,
of the growth in the First Quarter of 2000 direct-to-customer sales. First
Quarter 2000 sales for Pottery Barn Kids, which debuted in January 1999,
exceeded the sales plan by almost 10%. Management believes that the success of
the Pottery Barn brand reflects the Company's continuing investment in product
design and quality, and the consumer recognition achieved through its Pottery
Barn catalogs and design studio stores. The Company introduced a Pottery Barn
Bed & Bath catalog in May of 2000.
Sales for Williams-Sonoma catalog increased 10.6% in the First Quarter of 2000
as compared to the same period of the prior year.
In June of 1999, the Company launched its Williams-Sonoma Wedding and Gift
Registry Web site, and in November launched its Williams-Sonoma e-commerce site.
Combined sales from these sites were $4,616,000 in the First Quarter of 2000.
Management expects to add a Pottery Barn e-commerce site in the summer of fiscal
2000.
COST OF GOODS SOLD AND OCCUPANCY EXPENSES
Cost of goods sold and occupancy expenses expressed as a percentage of net sales
for the First Quarter of 2000 decreased 1.2 percentage points as compared to the
same quarter of the prior year, to 60.6% from 61.8%. This improvement was
primarily driven by improved merchandise markup in the Williams-Sonoma and
Pottery Barn divisions, as well as lower freight costs.
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses expressed as a percent of net sales
increased by .6 percentage points to 36.7% from 36.1% in the First Quarter of
2000 as compared to the First Quarter of 1999. An increase in direct-to-customer
business as a percentage of total sales resulted in a higher advertising expense
rate during the first quarter of 2000.
INTEREST EXPENSE
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<PAGE> 11
Net interest expense increased $1,235,000, from $37,000 in First Quarter of 1999
to $1,272,000 in First Quarter 2000. This increase resulted from increased
borrowings of $73,262,000 for the Company's purchase of a new headquarters
facility, discussed below.
INCOME TAXES
The Company's effective tax rate was 38.5% for the First Quarter of 2000 and
39.5% for the First Quarter of 1999. The reductions in the effective tax rate
over the last several years reflect decreases in state taxes resulting from
revisions in the corporate structure which are being undertaken in order to
conform more closely to the Company's operations.
LIQUIDITY AND CAPITAL RESOURCES
For the First Quarter of 2000, cash used in operating activities was $38,646,000
representing an increase of $6,604,000 from the $32,042,000 of cash used in
operating activities in the First Quarter of 1999. This increase is primarily
attributable to an increase in cash used for prepaid catalog expenses, accounts
payable and payment of the Company's 1999 income taxes, partially offset by
increased cash from operating earnings and a reduction in purchases of
merchandise inventories. Purchases of merchandise inventories in the First
Quarter of 2000 decreased by $3,475,000 as compared to the same period of the
prior year. This reflects management's commitment to bring the growth rate in
inventories more in line with the Company's planned sales growth rate. The
Company expects that inventory levels in the Second Quarter will continue to
slow as compared to the growth in planned sales, and will be in alignment with
planned sales in the second half of the fiscal year.
Net cash used in investing activities was $94,373,000 for the First Quarter of
2000 as compared to $28,526,000 in the First Quarter of 1999. First Quarter 2000
purchases of property and equipment include approximately $73,300,000 (net of
deposit) for the purchase of a 204,000 square-foot corporate headquarters
building, $10,200,000 for stores and $4,400,000 for systems development,
including the Internet. The new corporate headquarters building was purchased in
February 2000 for the purpose of consolidating certain headquarters staff and to
provide for future growth. First Quarter 1999 expenditures were primarily for
new stores and the 750,000 square-foot Olive Branch distribution facility. Gross
capital expenditures in fiscal 2000 are projected to be approximately
$230,000,000, including $73,300,000 (net of deposit) for the purchase of a new
corporate headquarters building, $80,000,000 for stores, and approximately
$30,000,000 for systems, including the Internet.
For the First Quarter of 2000, cash provided by financing activities was
$54,675,000, comprised primarily of proceeds from the line of credit financing,
partially offset by repurchases of 825,000 shares of the Company's common stock.
For the First Quarter of 1999, cash used in financing activities was $4,264,000,
principally due to repurchases of the Company's common stock.
The Company's amended and restated syndicated line of credit agreement, which
expires on May 31, 2001, provides for $50,000,000 in cash advances, and contains
certain restrictive loan covenants, including minimum tangible net worth, a
minimum out-of-debt period, fixed charge coverage requirements and a prohibition
on payment of cash dividends.
In addition, the Company has a $65,000,000 letter of credit agreement with its
lead bank, which includes a $75,000,000 line of credit facility at IBOR plus
0.875%. The line of credit facility, which expires on May 31, 2001, was added in
February 2000 to finance the purchase of the headquarters building. The letter
of credit facility expires on August 1, 2000. As of April 30, 2000, the Company
had $73,262,000 of outstanding borrowings under the line of credit facility and
$43,035,000 in outstanding letters of credit.
By the end of the third quarter of fiscal 2000, the Company expects to replace
its current line of credit and letter of credit agreements with a long-term
agreement. As a result, the Company will be able to meet increased seasonal
working capital needs, and replace short-term financing of the purchase of the
headquarters building with long-term debt.
IMPACT OF INFLATION
The impact of inflation on results of operations has not been significant.
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
11
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The Company is exposed to market risks, which include changes in U.S. interest
rates and, to a lesser extent, foreign exchange rates. The Company does not
engage in financial transactions for trading or speculative purposes.
Interest Rate Risk.
The interest payable on the Company's bank lines of credit are based on variable
interest rates and therefore affected by changes in market interest rates. If
interest rates on existing variable rate debt rose .9 basis points (a 10% change
from the bank's reference rate as of April 30, 2000), the Company's results from
operations and cash flows would not be materially affected. In addition, the
Company has fixed and variable income investments consisting of cash equivalents
and short-term investments, which are also affected by changes in market
interest rates. The Company does not use derivative financial instruments in its
investment portfolio.
Foreign Currency Risks.
The Company enters into a significant amount of purchase obligations outside of
the U.S. which are settled in U.S. Dollars and, therefore, has only minimal
exposure to foreign currency exchange risks. The Company does not hedge against
foreign currency risks and believes that foreign currency exchange risk is
immaterial.
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 January through September. The Company believes this is the general pattern
associated with the direct-to-customer and retail industries. In anticipation of
its peak season, the Company hires a substantial number of additional employees
in its retail stores and direct-to-customer processing and distribution areas,
and incurs significant fixed catalog production and mailing costs.
FORWARD-LOOKING STATEMENTS
Except for historical information contained herein, the matters discussed in
this quarterly report are forward-looking statements that are subject to certain
risks and uncertainties that could cause actual results to differ materially
from those set forth in such forward-looking statements. Such risks and
uncertainties include, without limitation, the Company's ability to continue to
improve planning and control processes and other infrastructure issues, the
potential for construction and other delays in store openings, the potential for
changes in consumer spending patterns, consumer preferences and overall economic
conditions, the Company's dependence on foreign suppliers, and increasing
competition in the specialty retail business. Other factors that could cause
actual results to differ materially from those set forth in such forward-looking
statements include the risks and uncertainties detailed in the Company's most
recent annual report on Form 10-K and its other filings with the Securities and
Exchange Commission.
12
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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 material adverse effect
on the Company's consolidated financial position or results of
operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
<S> <C>
10.10X Eighth Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated as of May 26, 2000
10.10Y Guarantor Acknowledgement and Consent by Williams-Sonoma Stores,
Inc., Hold Everything, Inc., Chambers Catalog Company, Inc.,
Pottery Barn, Inc., Williams-Sonoma Stores, LLC, Pottery Barn
Kids, Inc., Williams-Sonoma Direct, Inc., and Williams-Sonoma
Retail Services Inc., dated as of May 26, 2000.
27 Financial Data Schedule
</TABLE>
(b) There have been no reports on Form 8-K filed during the quarter for which
this report is being filed.
13
<PAGE> 14
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:
-------------------------------------
John W. Tate
Senior Vice President
Chief Financial Officer
Dated: June 9, 2000
14
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
------ -------------------
<S> <C>
10.10X Eighth Amendment to Letter of Credit Agreement between the
Company and Bank of America National Trust and Savings
Association, dated as of May 26, 2000
10.10Y Guarantor Acknowledgement and Consent by Williams-Sonoma Stores,
Inc., Hold Everything, Inc., Chambers Catalog Company, Inc.,
Pottery Barn, Inc., Williams-Sonoma Stores, LLC, Pottery Barn
Kids, Inc., Williams-Sonoma Direct, Inc., and Williams-Sonoma
Retail Services Inc., dated as of May 26, 2000.
27 Financial Data Schedule
</TABLE>
15
