UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 10-Q

(Mark One)

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2008April 4, 2009

OR

 

¨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: 000-50807

DESIGN WITHIN REACH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 94-3314374

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

225 Bush Street, 20th Floor, San Francisco, CA 94104
(Address of principal executive offices) (Zip Code)

(415) 676-6500

(Registrant’s telephone number, including area code)

Indicate by check mark 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.  x  Yes    ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act) (Check one).

Large accelerated filer  ¨            Accelerated filer  ¨

Large accelerated filer  ¨Accelerated filer  x
Non-accelerated filer  ¨ (do not check if smaller reporting company)Smaller reporting company  ¨

Non-accelerated filer  x (do not check if smaller reporting company)         Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  ¨  Yes    x  No.

The number of outstanding shares of the registrant’s common stock, par value $0.001 per share, as of October 30, 2008May 11, 2009 was 14,470,831.14,489,001.

 

 

 


DESIGN WITHIN REACH, INC.

FORM 10-Q — QUARTERLY REPORT

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 2008APRIL 4, 2009

TABLE OF CONTENTS

 

   Page No

PART I – FINANCIAL INFORMATION

  

Item 1

  

Financial Statements

  1
  

Condensed Balance Sheets (unaudited) as of September 27,April 4, 2009, January 3, 2009 and March 29, 2008 December 29, 2007 and September 29, 2007

  1
  

Condensed Statements of Operations (unaudited) for the thirteen and thirty-nine week periods ended September  27,April 4, 2009 and March 29, 2008 and September 29, 2007

  2
  

Condensed Statements of Cash Flows (unaudited) for the thirty-ninethirteen week periods ended September 27,April 4, 2009 and March 29, 2008 and September 29, 2007

  3
  

Notes to the Condensed Financial Statements (unaudited)

  4

Item 2

  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  1312

Item 3

  

Quantitative and Qualitative Disclosures about Market Risk

  2521

Item 4

  

Controls and Procedures

  2622

PART II – OTHER INFORMATION

  

Item 1

  

Legal Proceedings

  2924

Item 1A

  

Risk Factors

  2924

Item 2

  

Unregistered Sales of Equity Securities and Use of Proceeds

  3125

Item 3

  

Defaults Upon Senior Securities

  3125

Item 4

  

Submission of Matters to a Vote of Security Holders

  3125

Item 5

  

Other Information

  3125

Item 6

  

Exhibits

  3226

SIGNATURES

  3327


PART I - FINANCIAL INFORMATION

Item 1.Financial Statements

Item 1.   Financial Statements

Design Within Reach, Inc.

Condensed Balance Sheets

(Unaudited)

(amounts in thousands, except per share data)

 

  September 27,
2008
 December 29,
2007
 September 29,
2007
         April 4,      
2009
      January 3,    
2009
      March 29,    
2008

ASSETS

          

Current assets

          

Cash and cash equivalents

  $5,147  $5,651  $5,558    $3,099    $8,684    $6,496 

Restricted cash

   2,000    —    — 

Accounts receivable (less allowance for doubtful accounts of $159, $164, and $267, respectively)

   1,500    1,459    1,755 

Inventory

   39,431   37,820   44,224    30,085    36,596    41,217 

Accounts receivable (less allowance for doubtful accounts of $172, $264 and $244, respectively)

   2,733   1,176   2,851 

Prepaid catalog costs

   2,196   2,101   1,111    183    708    1,423 

Deferred income taxes

   1,251   1,251   2,078    —    —    1,251 

Other current assets

   1,813   1,986   2,085    3,462    3,978    3,431 
                   

Total current assets

   52,571   49,985   57,907    40,329    51,425    55,573 

Property and equipment, net

   24,595   23,302   23,633    22,522    23,702    22,929 

Deferred income taxes, net

   8,182   8,182   8,083    —    —    8,182 

Other non-current assets

   959   955   992    1,012    1,025    965 
                   

Total assets

  $86,307  $82,424  $90,615    $63,863    $76,152    $87,649 
                   

LIABILITIES AND STOCKHOLDERS’ EQUITY

          

Current liabilities

          

Accounts payable

  $16,034  $14,442  $12,518    $13,595    $16,978    $15,305 

Accrued expenses

   4,976   4,500   5,008    4,568    4,455    5,271 

Accrued compensation

   2,151   2,765   2,089    2,184    1,945    2,079 

Deferred revenue

   1,905   325   3,171    1,637    1,162    1,980 

Customer deposits and other liabilities

   3,183   3,397   2,675    3,435    3,191    3,310 

Borrowings under loan agreement

   6,879      11,200    9,683    13,949    2,534 

Long-term debt, current portion

   305   346   323    317    254    351 
                   

Total current liabilities

   35,433   25,775   36,984    35,419    41,934    30,830 

Deferred rent and lease incentives

   6,072   5,976   5,795    6,377    6,373    6,139 

Long-term debt, net of current portion

   82   321   320    206    223    224 
                   

Total liabilities

   41,587   32,072   43,099    42,002    48,530    37,193 
                   

Commitments and Contingencies

       —    —    — 

Stockholders’ equity

          

Preferred stock – $0.001 par value; 10,000 shares authorized; no shares issued and outstanding

             —    —    — 

Common stock – $0.001 par value; authorized 30,000 shares; issued and outstanding, 14,471, 14,455 and 14,442 shares

   14   14   14 

Common stock – $0.001 par value; authorized 30,000 shares; issued and outstanding, 14,489, 14,480 and 14,455 shares

   14    14    14 

Additional paid-in capital

   60,231   59,146   58,595    60,697    60,585    59,611 

Accumulated other comprehensive income (loss)

   (225)  73   58 

Accumulated other comprehensive income

   —    (111)   334 

Accumulated deficit

   (15,300)  (8,881)  (11,151)   (38,850)   (32,866)   (9,503)
                   

Total stockholders’ equity

   44,720   50,352   47,516    21,861    27,622    50,456 
                   

Total liabilities and stockholders’ equity

  $86,307  $82,424  $90,615    $63,863    $76,152    $87,649 
                   

The accompanying notes are an integral part of these condensed financial statements.

Design Within Reach, Inc.

Condensed Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)

 

  Thirteen weeks ended Thirty-nine weeks ended   Thirteen weeks ended
  September 27,
2008
 September 29,
2007
 September 27,
2008
 September 29,
2007
       April 4, 2009          March 29, 2008    

Net sales

  $42,316  $49,026  $136,490  $141,942    $34,076    $46,914 

Cost of sales

   24,989   27,221   75,052   80,074    19,746    24,738 
                   

Gross margin

   17,327   21,805   61,438   61,868    14,330    22,176 

Selling, general and administrative expenses

   21,843   21,301   67,908   65,783    20,203    23,359 
                   

Income (loss) from operations

   (4,516)  504   (6,470)  (3,915)

Loss from operations

   (5,873)   (1,183)

Interest income

   40   90   137   285    —    57 

Interest expense

   (84)  (286)  (202)  (481)   (114)   (48)

Other income, net

   159   2,021   116   2,060 

Other income (expense), net

      (144)
                   

Income (loss) before income taxes

   (4,401)  2,329   (6,419)  (2,051)

Income tax expense (benefit)

   1,237   (104)     (104)

Loss before income tax benefit

   (5,984)   (1,318)

Income tax benefit

   —    (696)
                   

Net income (loss)

  $(5,638) $2,433  $(6,419) $(1,947)

Net loss

   $(5,984)   $(622)
                   

Net income (loss) per share:

     

Net loss per share:

    

Basic

  $(0.39) $0.17  $(0.44) $(0.13)   $(0.41)   $(0.04)

Diluted

  $(0.39) $0.17  $(0.44) $(0.13)   $(0.41)   $(0.04)

Weighted average shares used in calculation of net income (loss) per share:

     

Weighted average shares used in calculation of net loss per share:

    

Basic

   14,471   14,433   14,462   14,424    14,488    14,455 

Diluted

   14,471   14,567   14,462   14,424    14,488    14,455 

The accompanying notes are an integral part of these condensed financial statements.

Design Within Reach, Inc.

Condensed Statements of Cash Flows

(Unaudited)

(amounts in thousands)

 

  Thirty-nine weeks ended   Thirteen weeks ended
  September 27, 2008 September 29, 2007       April 4, 2009          March 29, 2008    

Cash flows from operating activities:

       

Net loss

  $(6,419) $(1,947)   $(5,984)   $(622)

Adjustments to reconcile net loss to net cash used in operating activities:

       

Depreciation and amortization

   4,612   5,515    1,560    1,480 

Stock-based compensation

   1,052   1,714    107    465 

Impairment of leasehold improvements

   94    

Loss on the sale/disposal of long-lived assets

      48 

Impairment of long-lived assets

   73    — 

Provision for doubtful accounts

   (92)  (140)   (5)   

Changes in assets and liabilities:

       

Accounts receivable

   (36)   (1,212)

Inventory

   (1,611)  (10,375)   6,511    (3,397)

Accounts receivable

   (1,465)  (197)

Prepaid catalog costs

   (95)  (65)   525    678 

Other assets

   68   278    520    (573)

Accounts payable

   429   (4,512)   (2,913)   790 

Accrued expenses

   182   275    (81)   942 

Accrued compensation

   (614)  (356)   239    (686)

Deferred revenue

   1,580   1,588    475    1,655 

Customer deposits and other liabilities

   (439)  333    355    (87)

Deferred rent and lease incentives

   96   215       163 
             

Net cash used in operating activities

   (2,622)  (7,626)

Net cash provided by (used in) operating activities

   1,350    (401)
             

Cash flows from investing activities:

       

Purchase of property and equipment

   (4,514)  (4,381)   (720)   (1,196)
             

Net cash used in investing activities

   (4,514)  (4,381)   (720)   (1,196)
             

Cash flows from financing activities:

       

Proceeds from issuance of common stock, net of expenses

   33   32       — 

Net borrowings under loan agreement

   6,879   11,200 

Net borrowings (repayments) under loan agreement

   (4,266)   2,534 

Restricted cash

   (2,000)   — 

Repayments of long-term obligations

   (280)  (462)   (207)   (92) 

Borrowings on notes payable

   253    — 
             

Net cash provided by financing activities

   6,632   10,770 

Net cash provided by (used in) financing activities

   (6,215)   2,442 
             

Net decrease in cash and cash equivalents

   (504)  (1,237)

Net increase (decrease) in cash and cash equivalents

   (5,585)   845 

Cash and cash equivalents at beginning of period

   5,651   6,795    8,684    5,651 
             

Cash and cash equivalents at end of the period

  $5,147  $5,558    $3,099    $6,496 
             

Supplemental disclosure of cash flow information:

       

Cash paid during the period for:

       

Income taxes paid, net of refunds

  $296  $58 

Income taxes paid

   $24    $16 

Interest paid

  $210  $413    $116    $53 

Non-cash investing and financing activities:

       

Gain (Loss) on fair value of derivatives

  $(137) $57 

Gain (loss) on fair value of derivatives

   $—    $209 

The accompanying notes are an integral part of these condensed financial statements.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements

(Unaudited)

Note 1 –

1.Description of Company and Summary of Significant Accounting Policies

Organization and Business Activity

Design Within Reach, Inc. (the “Company”) was incorporated in California in November 1998 and reincorporated in Delaware in March 2004. The Company is an integrated retailer of distinctive modern design products. The Company markets and sells its products to both residential and commercial customers through three integrated sales points consisting of studios, website and phone. The Company sells its products directly to customers principally throughout the United States. The Company opened its firstStates and it has one international studio in Canada in the first quarter 2008.Canada.

The Company operates on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week quarters, with an extra week added onto the fourth quarter every four to six years. The Company’s 2007 fiscal year ended on December 29, 20072009 and the 2008 fiscal year willyears end on January 2, 2010 and January 3, 2009.2009, respectively. Fiscal year 2007 consisted2009 consists of 52 weeks and fiscal year 2008 consistsconsisted of 53 weeks.

Basis of Presentation and Quarterly informationInformation (unaudited)

The accompanying unaudited interim condensed financial statements as of and for the thirteen weeks ended April 4, 2009 and thirty-nine weeks ended September 27,March 29, 2008 and September 29, 2007 have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. The accompanying balance sheet as of December 29, 2007January 3, 2009 was derived from audited statements within the Company’s Annual Report on Form 10-K for the year ended December 29, 2007.January 3, 2009. Accordingly, the accompanying unaudited interim financial statements do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America (“U.S.US GAAP”) for complete financial statements and should be read in conjunction with the audited financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 29, 2007.January 3, 2009. The accompanying unaudited interim financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of results for the interim periods presented. The results of operations for the thirteen weeksfirst quarters 2009 and thirty-nine weeks ended September 27, 2008 and September 29, 2007 are not necessarily indicative of the results to be expected for any future period or the full fiscal year.

The accompanying unaudited interim condensed financial statements were prepared according to US GAAP, which contemplate continuation of the Company as a going concern. However, the economic downturn has adversely impacted the Company’s operations, resulting in lower sales and higher losses than expected during 2008 and the first quarter 2009. In response to lower sales following the economic downturn and resulting losses from operations in 2008, the Company undertook several initiatives to lower its expenses to better match the forecasted reduction in revenues and improve liquidity in the fourth quarter 2008 and the first quarter 2009. The Company restructured certain real estate lease contracts, reduced marketing and catalog expenses primarily by reducing the number of planned catalog mailings and the number of pages per catalog, delayed implementation of a new ERP system, renegotiated certain support contracts related to software maintenance and telecommunications, and lowered outside contractor fees as well as headcount in all areas of the Company. The Company reduced expenses by approximately $3 million in the first quarter 2009 and expects reduced expenses of approximately $15 million in the remainder of 2009 from the prior comparable periods in 2008. The Company also reduced inventory levels significantly from year-end 2008 levels to generate additional liquidity. As a result, the Company was able to generate cash from operating activities during the first quarter 2009. However, if the Company fails to generate sales and margins at levels currently forecasted or does not obtain additional debt or equity financing, it is unlikely that the Company could continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

Segment Reporting

The Company’s business is conducted in a single operating segment. The Company’s chief operating decision maker is the Chief Executive Officer who reviews a single set of financial data that encompasses the Company’s entire operations for purposes of making operating decisions and assessing performance.

Reclassifications

Accounts receivable consists of amounts due from major credit card companies that are generally collected within one to five days after a customer’s credit card is charged, receivables due within 30 days of the invoice date from commercial customers and commissions receivable. Amounts receivable from vendors in prior periods have been reclassified to conform to this presentation for the current reporting period. On the condensed balance sheets as of January 3, 2009 and March 29, 2008, vendor receivables that were originally included in accounts receivable of approximately $303,000 and $439,000, respectively, were reclassified to other current assets. In addition, related to this reclassification, on the condensed statement of cash flows for the thirteen weeks ended March 29, 2008, $191,000 was reclassified from accounts receivable to other assets. These reclassifications did not have an impact on the Company’s results of operations or cash flows used in operating activities.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management of the Company to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

Restricted Cash

On March 18, 2009, the Company entered into the first amendment to its loan agreement and a securities account availability agreement with Wells Fargo Retail Finance, LLC (“Wells Fargo”), in which Wells Fargo increased the amount of advances otherwise available to the Company by $1,000,000 in exchange for the Company’s granting Wells Fargo collateral rights to a deposit account of the Company with a balance of $4,678,000. Wells Fargo will permit the Company to withdraw amounts from this account in excess of $2,000,000 so long as no default or event of default has occurred. Accordingly, the Company classified $2,000,000 of cash to restricted cash.

Inventory

Inventory consists of finished goods purchased from third-party manufacturers and estimated inbound freight costs. Inventory on hand is carried at the lower of cost or market. Cost is determined using the average cost method. The Company writes down inventory below cost to the estimated market value when necessary, based upon assumptions about future demand and market conditions. As of April 4, 2009, January 3, 2009 and March 29, 2008, inventories were $30,085,000, $36,596,000 and $41,217,000, respectively, net of write-downs of $1,813,000, $1,844,000 and $2,522,000, respectively.

Total inventory includes inventory-in-transit that consists primarily of finished goods purchased from third-party manufacturers that are in-transit from the vendor to the Company when terms are FOB shipping point and estimated inbound freight costs. Inventory-in-transit also includes those goods that are in-transit from the Company to its customers. Inventory-in-transit is carried at cost. Inventory-in-transit was $2,526,000, $3,203,000 and $5,418,000, as of April 4, 2009, January 3, 2009 and March 29, 2008, respectively.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

 

Revenue Recognition

Significant management judgments and estimates must be made and used in connection with determining net sales recognized in any accounting period. The Company recognizes revenue on the date on which it estimates that the product has been received by the customer and retains title to items and bears the risk of loss of shipments until delivery fromto its warehouse.customers. The Company recognizes shipping and handling fees charged to customers in net sales at the time products are estimated to have been received by customers. The Company takes title to itemsrecognizes drop shipped by vendors at the time of shipment andship sales on a gross basis in accordance with Emerging Issues Task Force (“EITF”) 99-19,Reporting Revenue Gross as a Principal versus Net as an Agent, because it bears the risk of loss until delivery to customers. The Company uses third-party freight carrier information to estimate standard delivery times to various locations throughout the United States and Canada. The Company records as deferred revenue the dollar amount of all shipments for a particular day, if based upon the Company’s estimated delivery time, such shipments, on average, are expected to be delivered after the end of the reporting period. As of September 27,April 4, 2009, January 3, 2009 and March 29, 2008, December 29, 2007 and September 29, 2007, deferred revenue was $1,905,000, $325,000$1,637,000, $1,162,000 and $3,171,000,$1,980,000, respectively, and related deferred cost of sales was $986,000, $173,000$890,000, $572,000 and $1,617,000,$1,024,000, respectively.

Sales are recorded net of expected product returns by customers. The Company analyzes historical returns, current economic trends, and changes in customer demand and acceptance of products when evaluating the adequacy of the sales returns and other allowances in any accounting period. The returns allowance is recorded as a reduction to net sales for the estimated retail value of the projected product returns and as a reduction in cost of sales for the corresponding cost amount, less any reserve for estimated scrap. The reserves for estimated product returns were $538,000, $654,000$532,000, $573,000 and $655,000$674,000 as of September 27,April 4, 2009, January 3, 2009 and March 29, 2008, December 29, 2007 and September 29, 2007, respectively.

Various governmental authorities directly impose taxes on sales including sales, use, value added and some excise taxes. The Company excludes such taxes from net sales. The Company accounts for gift cards by recognizing a liability at the time a gift card is sold, and recognizing revenue at the time the gift card is redeemed for merchandise. Promotion gift cards, issued as part of a sales transaction, are recorded as a reduction in sales for the value of the gift card.

Shipping and Handling Costs

Shipping costs, which include inbound and outbound freight costs, are included in cost of sales. The Company records costs of shipping products to customers in cost of sales at the time products are estimated to have been received by customers. Handling costs, which include fulfillment center expenses, call center expenses, and credit card fees, are included in selling, general and administrative expenses. Handling costs were approximately $1,742,000 and $2,471,000 in the first quarters 2009 and 2008, respectively.

Advertising Costs

The cost of print media advertising, other than direct response catalogs, is expensed upon publication. Direct response catalog costs are recorded as prepaid catalog costs and consist of third-party costs, including paper, printing, postage, name acquisition and mailing costs. SuchIn accordance with Statements of Position of the Accounting Standards Division No. 93-7,Reporting on Advertising Costs(“SOP 93-7”), advertising costs are capitalizedmust be expensed as incurred unless the advertising elicits sales to customers. In order to conclude that advertising elicits sales to customers who could be shown to have responded specifically to the advertising, there must be a means of documenting that response, including a record that can identify the name of the customer and the advertising that elicited the direct response.

In the first nine months of 2008, prepaid catalog costs and arewere amortized over their expected period of future benefit. Such amortization isbenefit of approximately four months in accordance with SOP 93-7, based upon weighted-average historical revenues attributed to previously issued catalogs. Based on historical data, the Company estimates that catalogs have a period of expected future benefit of approximately four months. Prepaid catalog costs were $2,196,000, $2,101,000 and $1,111,000,$1,423,000 as of September 27,March 29, 2008, December 29, 2007which included $1,092,000 of unamortized costs for catalogs previously distributed and September 29, 2007,$331,000 of costs for catalogs waiting to be distributed. In the fourth quarter 2008 and the first quarter 2009, prepaid catalog costs were expensed upon publication since the Company no longer adequately tracked the required information required by SOP 93-7. Prepaid catalog costs for catalogs waiting to be distributed were $183,000 and $708,000 as of April 4, 2009 and January 3, 2009, respectively.

Consideration

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

The Company accounts for consideration received from the Company’sits vendors for co-operative advertising is accounted for as a reduction of selling, general and administrative expenses.expense. Co-operative advertising amounts received from such vendorsearned by the Company were $197,000$40,000 and $149,000$306,000 in the thirteen weeks ended September 27,first quarters 2009 and 2008, respectively. Advertising and September 29, 2007, respectively,promotion expenses, including catalog expense, net of co-operative advertising, were $2,630,000 and $657,000 and $538,000$3,283,000 in the thirty-nine weeks ended September 27,first quarters 2009 and 2008, and September 29, 2007, respectively.

Apart from amounts received from vendors for co-operative advertising, the Company does not typically receive allowances or credits from vendors. In the case of a few select vendors, the Company receives a small discount of approximately 2% for prompt payment of invoices. These discounts were recorded as a reduction of cost of sales of $63,000$4,000 and $49,000$104,000 in the thirteen weeks ended September 27,first quarters 2009 and 2008, and September 29, 2007, respectively, and $215,000 and $135,000 in the thirty-nine weeks ended September 27, 2008 and September 29, 2007, respectively.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

Inventory

Inventory consists of finished goods purchased from third-party manufacturers and estimated inbound freight costs. Inventory on hand is carried at an average cost at the lower of cost or market. The Company writes down inventory below cost to the estimated market value when necessary, based upon assumptions about future demand and market conditions. As of September 27, 2008, December 29, 2007 and September 29, 2007, inventories were $39,431,000, $37,820,000 and $44,224,000, respectively, net of write-downs of $1,818,000, $2,166,000 and $3,628,000, respectively.

Total inventory includes inventory-in-transit that consists of finished goods purchased from third-party manufacturers that are in-transit from the vendor to the Company when terms are FOB shipping point and estimated inbound freight costs. Inventory-in-transit also includes those goods that are in-transit from the Company to its customers. Inventory-in-transit is carried at cost. Inventory-in-transit was $5,258,000, $5,306,000 and $3,921,000, as of September 27, 2008, December 29, 2007 and September 29, 2007, respectively.

Income Taxes

Income taxes are computed using the asset and liability method under FAS No. 109, “Accounting for Income Taxes” (“FAS 109”). Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws currently in effect. The Company estimates a valuation allowance on its deferred tax assets if it is more likely than not that they will not be realized.

Net Loss per Share

Basic loss per share is calculated by dividing the Company’s net loss available to the Company’s common stockholders for the period by the number of weighted average common shares outstanding for the period. Diluted income per share includes the effects of dilutive instruments, such as stock options, and uses the average share price for the period in determining the number of incremental shares that are added to the weighted average number of shares outstanding. Options to purchase 2,248,000approximately 2,416,000 and 2,032,0002,191,000 shares of common stock that were outstanding as of September 27,April 4, 2009 and March 29, 2008, and September 29, 2007, respectively, have been excluded from the calculation of diluted loss per share because inclusion of such shares would be anti-dilutive.

Comprehensive Income (Loss)Loss

Comprehensive loss consists of net loss, unrealized mark-to-market gain (loss) on open derivatives, unamortized gain (loss) on settled derivatives and unrealized gain (loss) on available-for-sale securities, if any. The following table presents comprehensive income (loss)loss for the thirteen weeksfirst quarters 2009 and thirty-nine weeks ended September 27, 2008 and September 29, 2007:2008:

 

   Thirteen weeks ended  Thirty-nine weeks ended 
(amounts in thousands)  September 27,
2008
  September 29,
2007
  September 27,
2008
  September 29,
2007
 

Net income (loss)

  $(5,638) $2,433  $(6,419) $(1,947)

Other comprehensive income (loss) –
Net income (loss) on foreign currency cash flow hedges

   (287)  80   (298)  58 
                 

Comprehensive income (loss)

  $(5,925) $2,513  $(6,717)  (1,889)
                 
   Thirteen weeks ended
       April 4, 2009          March 29, 2008    
(amounts in thousands)  (unaudited)

Net loss

   $(5,984)   $(622)

Other comprehensive income:

    

Net gain on foreign currency cash flow hedges

   111    261 
        

Comprehensive loss

   $(5,873)   $(361)
        

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

 

Derivative and Hedging Activities

The Company applies FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended and interpreted, for derivative instruments and requires that all derivatives be recorded at fair value on its balance sheet, including embedded derivatives.

The Company’s operations are exposed to global market risks, including the effect of changes in foreign currency exchange rates. To mitigate its foreign currency exchange rate risk, the Company purchasespurchased foreign currency contracts to pay for merchandise purchases based on forecasted demand.demand in 2008. The objective of the Company’s foreign exchange risk management program is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and losses on currency contract derivatives used to hedge those exposures. The Company maintains comprehensive hedge documentation that defines the hedging objectives, practices, procedures and accounting treatment. The Company’s hedging program and derivative positions and strategy arewere reviewed on a regular basis by management. Derivatives used to manage financial exposures for foreign exchange risks generally matured within one year. The Company discontinued its hedging activities during the fourth quarter 2008 resulting in no open contracts as of April 4, 2009 and January 3, 2009.

The Company applies FAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), as amended and interpreted, for derivative instruments and requires that all derivatives be recorded at fair value on its balance sheet, including embedded derivatives. In March 2008, the Financial Accounting Standards Board (“FASB”) issued Statement 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”), to expand the disclosure framework in FAS 133. The new Statement requires companies with derivative instruments to disclose information about how and why the company uses derivative instruments; how the company accounts for derivative instruments and related hedged items under FAS 133; and how derivative instruments and related hedged items affect the company’s financial position, financial performance, and cash flows. The expanded disclosure guidance also requires a company to provide information about its strategies and objectives for using derivative instruments; disclose credit-risk-related contingent features in derivative agreements and information about counterparty credit risk; and present the fair value of derivative instruments and related gains or losses in a tabular format. The Company adopted FAS 161 as of the required effective date of January 4, 2009 and will apply its provisions prospectively by providing the additional disclosures in its financial statements for any hedging activity the Company enters into in the future. Additional disclosures required by FAS 161 have not been provided for prior periods. Periods in years after initial adoption will include comparative disclosures, as allowed by FAS 161.

The Company records derivatives related to cash flow hedges for foreign currency at fair value on its balance sheet, including embedded derivatives. The Company implemented a new hedging strategy in the first quarter 2007 to mitigate the impact of foreign currency fluctuations on inventory purchases. Foreign currency contracts entered into during January 2007 through April 2007 were not designated as cash flow hedge contracts. The Company accounted for non-hedge foreign currency contracts on a monthly basis by recognizing the net cash settlement gain or loss in other income, net and adjusting the carrying amount of open contracts to fair value by recognizing any corresponding gain or loss in other income, net. In the second quarter 2007, the Company developed policies and procedures that met the criteria for cash flow hedge accounting. Foreign currency contracts entered into from May 2007 through September 2008 were designated as cash flow hedge contracts and were accounted for on a monthly basis by adjusting the carrying amount of open designated contracts to fair value by recognizing any corresponding gain or loss in other comprehensive income (loss) and recognizing the net cash settlement gain or loss in other comprehensive income (loss). Subsequently, these net cash settlement gains or losses are being recognized in cost of sales as the underlying hedged inventory is sold in each reporting period. In the condensed statements of cash flows, net cash settlement gain or loss is included in operating cash flows as changes in other assets, orand as customer deposits and other liabilities. The following table presents designated hedge contract activity for the first quarters 2009 and 2008:

   Thirteen weeks ended
(amounts in thousands)      April 4, 2009          March 29, 2008    

Increase in carrying amount to fair value of open designated hedge contracts

   $—    $209 

Amount of gain recognized in other comprehensive income upon settlement of designated hedge contracts

   —    111 

Amount of (gain) loss reclassified to cost of sales from accumulated other comprehensive income (loss)

   111    (59)
        

Other comprehensive income -

    

Net gain on foreign currency cash flow hedges

   $111    $261 
        

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

Management evaluates hedges for effectiveness, and for derivatives that are deemed ineffective, the ineffective portion is reported through earnings. The fair market value of the hedged exposure is presumed to be the market value of the hedge instrument when critical terms match. The Company did not record any amounts for ineffectiveness in the thirty-nine weeks ended September 27, 2008first quarters 2009 and September 29, 2007.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

Derivatives used to manage financial exposures for foreign exchange risks generally mature within one year and contracts held by the Company as of September 27, 2008 mature from October 2008 to January 2009. Open hedge contracts were revalued to their fair value resulting in $86,000 in customer deposits and other liabilities as of September 27, 2008, and $51,000 and $63,000 in other current assets as of December 29, 2007 and September 29, 2007, respectively. Approximately $139,000 in accumulated other comprehensive loss is expected to be recognized in cost of sales during the fourth quarter 2008. The following table presents designated hedge contract activity for the thirteen weeks and thirty-nine weeks ended September 27, 2008 and September 29, 2007:

   Thirteen weeks ended  Thirty-nine weeks ended 
(amounts in thousands)  September 27,
2008
  September 29,
2007
  September 27,
2008
  September 29,
2007
 

Increase (decrease) in carrying amount to fair value of open designated hedge contracts

  $(122) $70  $(137) $57 

Amount of gain (loss) recognized in other comprehensive income (loss) upon settlement of designated hedge contracts

   (201)  9   131   (8)

Amount of (gain) loss reclassified from accumulated other comprehensive income (loss) into cost of sales

   36   1   (292)  9 
                 

Other comprehensive income (loss) –
Net income (loss) on foreign currency cash flow hedges

  $(287) $80  $(298) $58 
                 

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management of the Company to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting period. The Company’s significant accounting estimates include estimates of dates on which products have been received by customers used in determining when to recognize revenue, estimates of market value used in calculating inventory reserves to reflect inventory carried at a lower of cost or market, estimates of uncollectible accounts receivable, estimates of fair value used in calculating the value of stock-based compensation, estimates of expected future cash flows and useful lives used in the review for impairment of long-lived assets, estimates of the Company’s ability to realize its deferred tax assets which are also used to establish whether valuation allowances are needed on those assets, estimates of projected net taxable income and deductible expenses used to calculate the income tax benefit for interim financial reporting periods, estimates of freight costs used to calculate accrued liabilities, estimates of returns used to calculate sales returns reserves, estimates for determining inventory-in-transit, estimates for the amortization of prepaid catalog costs, estimates for calculating certain accrued liabilities and estimates related to the recognition of hedging gains and losses in cost of sales. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

Recent Accounting Pronouncements

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, Fair Value Measurements (“FAS 157”). This statement clarifies the definition of fair value and the methods used to measure fair value, and requires expanded financial statement disclosures about fair value measurements for assets and liabilities. The Company adopted provisions of FAS 157 on December 30, 2007, the first day of the Company’s fiscal year 2008, related to financial assets and liabilities, and other assets and liabilities carried at fair value on a recurring basis. The adoption of FAS 157 did not have a material effect on the Company’s financial condition or results of operations. The provisions of FAS 157 related to other nonfinancial assets and liabilities will be effective for the Company on January 4,April 2009, the first day of the Company’s fiscal year 2009. The Company is currently evaluating the impact that these additional FAS 157 provisions will have on the Company’s financial statements. See Note 4.

In February 2007, the FASB issued Statement No. 159, The Fair Value Option for Financial Assets and Financial Liabilities—Including an Amendment of FASB Statement No. 115(“FAS 159”). This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. Most of the provisions in FAS 159 are elective; however, the amendment to FAS No. 115, Accounting for Certain Investments in Debt and Equity Securities, applies to all entities with available-for-sale and trading securities. The fair value option established by FAS 159 permits all entities to choose to measure eligible items at fair value at specified election dates. A business entity will report unrealized gains and losses on items for which the fair value option has been elected in earnings (or another performance indicator if the business entity does not report earnings) at each subsequent reporting date. The fair value option: (a) may be applied instrument by instrument, with a few exceptions, such as investments otherwise accounted for by the equity method; (b) is irrevocable (unless a new election date occurs); and (c) is applied only to entire instruments and not to portions of instruments. FAS 159 is effective at the beginning of the first fiscal year beginning after November 15, 2007. The Company has decided not to adopt FAS 159.

In December 2007, the FASB issued Statement No. 141 (revised 2007),Business Combinations (“FAS 141(R)”), which replaces FAS No. 141,Business Combinations. FAS 141(R) retains the underlying concepts of FAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting, but FAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Acquisition costs will generally be expensed as incurred; noncontrolling interests will be valued at fair value at the acquisition date; in-process research and development will be recorded at fair value as an indefinite-lived intangible asset at the acquisition date; restructuring costs associated with a business combination will generally be expensed subsequent to the acquisition date; and changes in deferred tax asset valuation allowances and income tax uncertainties after the acquisition date generally will affect income tax expense. FAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of the first annual period subsequent to December 15, 2008. The Company is currently evaluating this new statement and anticipates that this statement will not have a significant impact on the reporting of its results of operations.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

In December 2007, the FASB issued Statement No. 160,Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51. This statement is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2008. This statement requires the recognition of a noncontrolling interest (minority interest) as equity in the consolidated financial statements and that this minority interest be recorded separate from the parent’s equity. The amount of net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement. The Company is currently evaluating this new statement and anticipates that this statement will not have a significant impact on the reporting of its results of operations.

In March 2008, the FASB issued Statement No. 161,Disclosures about Derivative Instruments and Hedging Activities(“FAS 161”), which changes the disclosure requirements for derivative instruments and hedging activities. FAS 161 is intended to enhance the current disclosure framework in FAS 133,Accounting for Derivative Instruments and Hedging Activities. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company is currently evaluating this new statement and as FAS 161 relates specifically to disclosures, this standard will have no impact on the Company’s financial condition or results of operations.

In April 2008, the FASB issued FAS Staff Position No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”) to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased. FSP 157-4 also includes guidance on identifying circumstances that indicate a transaction is not orderly. FSP 157-4 emphasizes that, regardless of whether the volume and level of activity for an asset or liability have decreased significantly and regardless of which valuation technique was used, the objective of a fair value measurement under FASB Statement 157,Fair Value Measurements, remains the same, which is to estimate the price that would be received to sell an asset or transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. FSP 157-4 also requires expanded disclosures. FSP 157-4 is effective for interim and annual periods ending after June 15, 2009. The Company intends to adopt FSP 157-4 effective the second quarter 2009 and apply its provisions prospectively. The Company’s financial assets and liabilities are typically measured using Level 1 inputs and as a result, the Company does not believe that the adoption of FSP 157-4 will have a significant effect on its financial statements.

In April 2009, the FASB issued FAS 142-3,Staff Position No. 107-1 and APB 28-1,DeterminationInterim Disclosures about Fair Value of the Useful Life of Intangible AssetsFinancial Instruments” (“FSP FAS 142-3”107-1 and APB 28-1”) which amendsto require, on an interim basis, disclosures about the listfair value of factors an entity should consider in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible Assets.”financial instruments for public entities. FSP FAS 142-3107-1 and APB 28-1 is effective for financial statements issued for fiscal yearsinterim and interimannual periods beginningending after DecemberJune 15, 2008.2009. The Company anticipates that this statement will have no impact onintends to adopt FSP FAS 107-1 and APB 28-1 effective the reporting of its results of operations.

In May 2008, the FASB issued Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles” (“FAS 162”). Under FAS 162, the Generally Accepted Accounting Principles (“GAAP”) hierarchy will now reside in the accounting literature established by the FASB. FAS 162 identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with GAAP. FAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board Auditing amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.”second quarter 2009. The Company anticipates that this statement will not have a significant impact on the reporting of its results of operations.

2.Fair Value of Financial Instruments

Note 2 – Income Taxes

No income tax benefit wasEffective December 30, 2007, the Company adopted SFAS No. 157,Fair Value Measurements(“SFAS 157”). In February 2008, the FASB issued FSP No. 157-2,Effective Date of FASB Statement No. 157, which provides a one-year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except for those that are recognized or disclosed in the thirty-nine weeks ended September 27, 2008 because recent general economic events have indicatedfinancial statements at fair value at least annually. SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles and enhances disclosures about fair value measurements. Fair value is defined under SFAS 157 as the exchange price that more likelywould be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under SFAS 157 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes how to measure fair value based on a three-level hierarchy of inputs, of which the first two are considered observable and the last unobservable.

Level 1 — Quoted prices in active markets for identical assets or liabilities.

Level 2 — Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the tax benefitfull term of the year-to-date pre-tax loss would not be realized during fiscal year 2008,assets or liabilities.

Level 3 — Unobservable inputs that are supported by little or no market activity and therefore, inthat are significant to the thirteen weeks ended September 27, 2008, the $1,237,000 tax benefit recorded in the first half of 2008 was reversed.

In accordance with FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes,” we recorded a discrete item of $104,000 in the third quarter 2007 due to a change in judgment that resulted in a change in measurement of a tax position taken in a prior annual period. No income tax benefit was recognized in the thirteen weeks and thirty-nine weeks ended September 29, 2007 because it was uncertain whether the tax benefitfair value of the year-to-date pre-tax loss would be realized during fiscal year 2007.assets or liabilities.

We implemented FSP No. 157-2 for non-financial assets and non-financial liabilities on January 4, 2009. The adoption of this statement did not have a material impact on the Company’s results of operations or financial condition.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

 

The company has recordedfollowing table presents information about assets and liabilities required to be carried at fair value on a deferred tax asset of approximately $9,433,000 reflecting the benefit of loss carryforwards of approximately $2,100,000 and $11,400,000recurring basis as of September 27, 2008April 4, 2009:

(amounts in thousands)      Fair Value at  
April 4, 2009
          Level 1                  Level 2                  Level 3        

Cash equivalents

   $2,905    $2,905    $—    $— 

Restricted cash

   2,000    2,000    —    — 

The Company primarily applies the market approach for federal and state income taxes, respectively, which expire in varying amounts between 2016 and 2027. Realization is dependent on generating sufficient taxable income prior to expiration of the loss carryforwards. Although realization is not assured, management believes it is more likely than not that all of the deferred tax asset will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced.recurring fair value measurements.

Note 3 – Notes Payable and Bank Credit Facility

3.Loan Agreement and Long-term Debt

On February 2, 2007, the Company entered into a Loan, Guaranty and Security Agreement (the “Loan Agreement”) with Wells Fargo Retail Finance, LLC (the “Loan Agreement”) which replaced the previous loan with (“Wells Fargo HSBC Trade Bank, N.A.Fargo”). The Loan Agreement expires on February 2, 2012 and provides for an initial overall credit line up to $20,000,000, which may be increased to $25,000,000 at the Company’s option provided the Company is not in default on the Loan Agreement. The Loan Agreement consists of a revolving credit line and letters of credit up to $5,000,000. The amount the Company may borrow at any time under the Loan Agreement is based upon a percentage of eligible inventory and accounts receivable less certain reserves. Borrowings are secured by the right, title and interest to all of the Company’s personal property, including cash, accounts receivable, inventory, equipment, fixtures, general intangibles and intellectual property and inventory.property. The Loan Agreement contains various restrictive covenants, including minimum availability, which is the amount the Company may borrow under the Loan Agreement, less certain outstanding obligations, plus certain cash and cash equivalents,restrictions on payment of dividends, limitations on indebtedness, limitations on subordinated indebtedness and limitations on the amount of capital expenditures the Company may incur in any fiscal year. The Company is currently in compliance with all of these restrictive covenants.

In the fourth quarter 2008 and the first quarter 2009, bank-commissioned appraisals determined that the net liquidation value of the Company’s inventories had declined due to general market conditions and, as a result, Wells Fargo reduced the Company’s advance rates, which constricted the availability of borrowings under the line of credit. The availability of borrowings would decrease if subsequent appraisals determine that the net liquidation value of the Company’s inventories have decreased.

Wells Fargo increased discretionary reserves by $1,500,000 in the first quarter 2009. On March 18, 2009, the Company entered into a first amendment to the Loan Agreement and a securities account availability agreement with Wells Fargo in which Wells Fargo increased the amount of advances otherwise available to the Company by $1,000,000 in exchange for the Company’s granting Wells Fargo collateral rights to a deposit account of the Company with a balance of $4,678,000. Wells Fargo will permit the Company to withdraw amounts from this account in excess of $2,000,000 so long as no default or event of default has occurred. Accordingly, the Company classified $2,000,000 of cash to restricted cash. In addition, Wells Fargo rescinded its decision to require additional discretionary reserves of $1,500,000. On April 14, 2009, the Company withdrew $1,000,000 from this account for working capital purposes.

Interest on borrowings will be either at Wells Fargo’s prime rate, or LIBOR plus 1.25% to 1.75% based upon average availability. The Company is charged anavailability, and the unused credit line fee of 0.25%is 0.3%. In the event of default, the Company’s interest rates will be increased by two percentage points. The interest rate on outstanding borrowings at September 27, 2008April 4, 2009 was 5.00%3.25%. As of September 27, 2008,April 4, 2009, the Company had outstanding borrowings of $6,879,000$9,683,000 under the revolving credit line and $1,630,000$1,318,000 in outstanding letters of credit. Advances of $11,491,000$3,836,000 were available under the revolving credit line as of September 27, 2008.April 4, 2009.

In June 2006,January 2009, the Company financed the second and third years of a portionthree year software license fee of its new information technology projectapproximately $253,000 per year with a three-year promissory note of approximately $1,000,000 with an interest rate of approximately 2.0%. In accordance with Accounting Principals Board No. 21,Interest on Receivables and Payables (“APB 21”), the Company discounted this note to its fair value. The discounted portion of approximately $58,000 is being amortized as interest expense over the life of the note using the effective interest method.note. As of September 27, 2008,April 4, 2009, the Company’s outstanding borrowings under this and other notes were $289,000$261,000 with interest rates ranging from 2% to 6.75%. Future maturities of notes payable are approximately $61,000 for the remainder of 2008 and $228,000 for11% maturing in 2009.

Design Within Reach, Inc.

Notes to the Condensed Financial Statements (unaudited) – (continued)

 

4.Commitments

NoteAs of April 4, – Fair Value Measurements2009, inventory purchase obligations related to open purchase orders were approximately $7,920,000, commitments for furniture, fixtures, and leasehold improvements related to studios were approximately $387,000, and commitments to maintain and enhance various information technology systems and website were approximately $1,316,000.

5.Income Taxes

No income tax benefit was recognized in the first quarter 2009 because recent general economic events have indicated that more likely than not the tax benefit of the year-to-date pre-tax loss would not be realized. In accordance with FAS 157, a fair value measurement is determined based on the assumptions that a market participant would use in pricing an asset or liability. FAS 157 also established a three-tiered hierarchy that draws a distinction between market participant assumptions based on (i) observable inputs such as quoted prices in active markets (Level 1), (ii) inputs other than quoted prices in active markets that are observable either directly or indirectly (Level 2) and (iii) unobservable inputs that requirefirst quarter 2008, the Company to use present value and other valuation techniques inrecorded a tax benefit of $696,000 calculated at the determinationprojected annual effective tax rate of fair value (Level 3)52.8%. The following table presents information about assetsdifference between the statutory rate of 39.5% and liabilities requiredeffective tax rate was primarily due to be carried at fair value on a recurring basis as of September 27, 2008 (amounts in thousands):projected stock-based compensation expense related to incentive stock options not being deductible for tax purposes.

 

Description

  Fair Value at
September 27,
2008
  Level 1  Level 2  Level 3

Outstanding Forward Contracts

  $(86) $  $(86) $

The Company primarily applies the market approach for recurring fair value measurements.

Note 5 – Related Party Transactions

6.Related Party Transactions

The Company rents studio space from an affiliate of the former Chairman of the Company’s Board of Directors. Rent expense, applicable to this space was approximately $40,000 for each of the thirteen weeks ended September 27, 2008first quarters 2009 and September 29, 2007,2008.

7.Subsequent Events

The Company closed its Southlake, Texas and $120,000 for each ofTigard, Oregon studios during the thirty-nine weeks ended September 27, 2008 and September 29, 2007.

Note 6 – Commitments

As of September 27, 2008, inventory purchase obligations related to open purchase orders were approximately $23,745,000, commitments for furniture, fixtures, andsecond quarter 2009. Accordingly, leasehold improvements related to studios were approximately $283,000, and commitments to maintain and enhance various information technology systems and website were approximately $2,153,000.

Note 7 – Subsequent Events

On October 10, 2008, the Company closed its Las Vegas studio. The related leasehold improvements with a net value of $94,000Southlake, Texas studio were deemed impaired as of September 27, 2008. Accordingly, anApril 4, 2009. An impairment charge of $94,000$73,000 was included in selling, general and administrative expenses in the thirdfirst quarter 20082009 that reduced net property and equipment, net.equipment. The Company incurred an impairment charge related to the leasehold improvements for the Tigard, Oregon studio in 2008.

In accordance with FASB Statement No. 146,Accounting for Costs Associated with Exit or Disposal Activities(“FAS 146”), a liability for costs that will continue to be incurred under the lease agreement for the remaining term without economic benefit to the Company shall be recognized and measured at the lease’s fair value at the cease-use date. The Company maywill record an additional charge after September 27, 2008charges in the second quarter 2009 for future lease payments at the cease-use date in accordance with FAS 146.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

Caution on Forward-Looking Statements

Any statements in this report and the information incorporated herein by reference about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. You can identify these forward-looking statements by the use of words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should”“should,” or “would.” We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in our Annual Report on Form 10-K for the year ended December 29, 2007.Part I, Item 1A. “Risk Factors” and elsewhere in this report.

Although we believe that the expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required by law.

The interim financial statements and this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the financial statements and notes thereto for the fiscal year ended December 29, 2007January 3, 2009 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, both of which are contained in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007January 3, 2009 filed with the Securities and Exchange Commission on March 12, 2008.April 1, 2009.

Overview

We are a retailer of distinctive modern design products to both residential and commercial customers. Our clients purchase through three integrated sales points.points, consisting of our studios, website and phone. We have developed a national presence in modern design furnishings and a brand recognized for design excellence among our customers and the design community. In the process we have created a business model that enables us to provide products to our customers in a more convenient, efficient and economical manner than was previously available to them. Our policy of maintaining core products in stock represents a departure from the approach taken by many other modern design furnishings retailers.

In fiscal year 2007, we introduced an extended lead-time program, allowing our clients to personalize their product to meet their unique needs. In addition, we launched an expanded offering in accessories in the fourth quarter 2007, which we call “DWR:Tools for Living.” We believe this new product line will increase our presence in providing modern design solutions for our customers. We feature in this category approximately 700 products, ranging in price from under $10 to over $2,000. The products all share good design and functionality.

Each DWR:Tools for Living product is unique in how it solves a problem or makes something more comfortable or easier to use. We view this as an opportunity to offer our existing customers a solution to their everyday problems, as well as providing an introduction to DWR for new clients. If DWR:Tools for Living achieves a sufficient level of market acceptance, we will continue to grow the product line and explore other design-driven opportunities. Our relationships with both internationally recognized and emerging designers continue to grow and allow us to offer our customers an array of innovative and often hard-to-find merchandise.

We expanded our offerings in accessories called “DWR:Tools for Living.” In this category we feature approximately 700 products, ranging in price from under $10 to over $2,000. The products all share good design and functionality. Each DWR:Tools for Living product is unique in how it solves a problem or makes something more comfortable or easier to use.

Our business strategy is based upon the premise that integrated sales points improve customer convenience, reinforce brand awareness, enhance customer knowledge of our products and produce operational benefits that ultimately improve market penetration and returns on capital. We believe most traditional retailers initially established their presence with one sales point and subsequently added additional sales points, thereby making integration across sales points more difficult.

We have experienced significant growth in customers and sales since our founding in 1998. We began selling products through the phone and online in the second half of 1999, and we opened our first studio in November 2000. We base our decisions on where to open newhad 66 studios, by categorizing markets into “tiers” based on household population statistics and supporting sales data collected from our other sales points. Our experience indicates that studio openings significantly improve our overall market penetration rates in the markets in which they are located.

Studios have increased in number from one at the end of 2000 to 68 studios, onetwo DWR:Tools for Living storestores and one outletthree outlets operating in 25 states, the District of Columbia and Canada as of September 27, 2008. DuringApril 4, 2009. We opened one new outlet during the first quarter 2008,2009. We closed our Southlake, Texas and Tigard, Oregon studios during the second quarter 2009. We believe that the number of available locations is currently limited to our 66 studios and three outlets, and we opened two newmay need to close underperforming studios. On September 19, 2008 and October 2, 2008, we opened our first DWR:Tools for Living stores. On October 10, 2008, we closed one studio.

All of our sales points, other than our new DWR:Tools for Living stores, utilize a single common inventory held at our Hebron, Kentucky fulfillment center. Because we don’t offer a “cash and carry” option in our studios, we are able to more fully utilize selling space and avoid the operational issues that often arise with stock balancing and store replenishment. We currently source our products primarily in the U.S.United States and Europe. In the thirty-nine weeks ended September 27, 2008,first quarter 2009, we purchased approximately 37%36% of our product inventories from manufacturers in foreign countries, with 26%20% of our product inventory purchases being paid for in Euros. To mitigate our foreign currency exchange risk, we purchased foreign currency contracts to pay for merchandise purchases. We expect to have an increasing amount of products being sourced from factories outside of Europe. We plan to increase our efforts to develop products internally and include more exclusive items in our mix, and in doing so, source products from other parts of the world including Latin America and Asia where product costs are generally lower. Our product development team has worked diligently to find qualified factories in North America, Asia and elsewhere that can provide us with the quality our clients expect but free us from the impact of fluctuations in the price of the Euro. By the end of 2009, we believe we can achieve product margin improvements from these efforts. We believe that within fivefour years we may have less than 20% of our product coming from European factories.

In the U.S., recentRecent market and economic conditions have been unprecedented and challenging with tighter credit conditions, and slower growth, through the third quarter 2008. For the thirty-nine weeks ended September 27, 2008, continued concerns about the systemic impact of inflation, energy costs, geopolitical issues, the availability and cost of credit, the U.S. mortgage market and a declining real estate market in the U.S. have contributed to increased market volatility and diminished expectations for the U.S. economy. In the third quarter 2008, added concerns fueled by the federal government conservatorship of the Federal Home Loan Mortgage Corporation and the Federal National Mortgage Association, the declared bankruptcy of large U.S. financial institutions, the U.S. government loan provided to a major insurance company and other federal government interventions in the U.S. credit markets led to increased market uncertainty and instability in both U.S. and international capital and credit markets. These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment have in recent weeks, subsequent to the end of the quarter,recently contributed to volatility of unprecedented levels. The purchase of our products by customers is discretionary, and therefore highly dependent upon the level of consumer spending, particularly among affluent customers. Accordingly, sales of our products have been and may continue to be adversely affected by the recentcurrent unfavorable market and economic conditions. As a result, we may be required to take significant additional markdowns in response to the lower levels of demand for our products.

In response to lower sales following the economic downturn and resulting losses from operations in 2008, we undertook several initiatives to lower our expenses to better match the forecasted reduction in revenues and improve liquidity in the fourth quarter 2008 and the first quarter 2009. We have restructured certain real estate lease contracts, reduced marketing and catalog expenses primarily by reducing the number of planned catalog mailings and the number of pages per catalog, delayed implementation of a new ERP system, renegotiated certain support contracts related to software maintenance and telecommunications, and lowered outside contractor fees as well as headcount in all areas of the Company. We reduced expenses by approximately $3 million in the first quarter 2009 and expect reduced expenses of approximately $15 million in the remainder of 2009 from the prior comparable periods in 2008. We also reduced inventory levels significantly from year-end 2008 levels to generate additional liquidity.

While we have generated sufficient liquidity to sustain operations with significant operating losses to date, if we fail to generate sales and margins at levels currently forecasted or do not obtain additional debt or equity financing, it is unlikely that we will be able to maintain sufficient liquidity to continue as a going concern.

In February 2009, we announced the engagement of Thomas Weisel Partners LLC, an investment banking firm, to assist in the review of strategic alternatives, including advice related to an unsolicited offer we recently received. In the review process, an independent committee of the board will consider a full range of possible alternatives, including, among other things, a possible sale, merger, strategic partnership or refinancing. We currently have no commitments or agreements with respect to any particular transaction, and there can be no assurance that our review of strategic alternatives will result in any transaction.

Basis of Presentation

We operate on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week quarters, with an extra week added onto the fourth quarter every four to six years. Our 2007 fiscal year ended on December 29, 20072009 and the 2008 fiscal year willyears end on January 2, 2010 and January 3, 2009.2009, respectively. Fiscal year 2007 consisted2009 consists of 52 weeks and fiscal year 2008 consistsconsisted of 53 weeks.

Results of Operations

Comparison of the thirteen weeks ended September 27, 2008 (ThirdApril 4, 2009 (First Quarter 2008)2009) to the thirteen weeks ended SeptemberMarch 29, 2007 (Third2008 (First Quarter 2007)2008)

Net Sales.Sales

Net sales consist of studio sales, online sales, phone sales, other sales and shipping and handling fees, net of actual and estimated returns by customers. Studio sales consist of sales of merchandise to customers from orders placed at our studios and floor sales at our DWR:Tools for Living store. Onlinestores, online sales consist of sales of merchandise from orders placed through our website. Phonewebsite, phone sales consist of sales of merchandise through the toll-free numbers. Othernumbers associated with our printed catalogs, and other sales consist of warehouse sales and outlet sales. Warehouse sales consist of periodic clearance sales at our fulfillment center and other locations of product samples and products that customers have returned.returned product from our customers. Outlet sales consist of sales at our outletoutlets of product samples, returned productsproduct from our customers and to a lesser degree full price products.product. Shipping and handling fees consist of amounts we charge customers for the delivery of merchandise.

 

   Thirteen weeks ended 
(amounts in thousands, except percentages)  September 27,
2008
  % of Net
Sales
  September 29,
2007
  % of Net
Sales
  Change  %
Change
 

Studio sales

  $28,812  68.1% $32,094  65.5% $(3,282) (10.2)%

Online sales

   5,205  12.3%  7,429  15.2%  (2,224) (29.9)%

Phone sales

   3,462  8.2%  4,418  9.0%  (956) (21.6)%

Other sales

   2,399  5.6%  1,828  3.7%  571  31.2%

Shipping and handling fees

   2,438  5.8%  3,257  6.6%  (819) (25.1)%
                    

Net sales

  $42,316  100.0% $49,026  100.0% $(6,710) (13.7)%
                    

   Thirteen weeks ended

(amounts in thousands,

except percentages)

      April 4,    
2009
  % of
Net
    Sales    
      March 29,    
2008
  % of
Net
    Sales    
      Change      %
    Change    

Studio sales

   $23,468   68.9%    $31,314   66.7%    $(7,846)  (25.1)% 

Online sales

   5,206   15.3%    6,327   13.5%    (1,121)  (17.7)% 

Phone sales

   2,365   6.9%    4,298   9.2%    (1,933)  (45.0)% 

Other sales

   1,701   5.0%    1,420   3.0%    281   19.8 % 

Shipping and handling fees

   1,336   3.9%    3,555   7.6%    (2,219)  (62.4)% 
                    

Net sales

   $34,076   100.0%    $46,914   100.0%    $(12,838)  (27.4)% 
                    

Net sales decreased $6,710,000,$12,838,000, or 13.7%27.4%, to $42,316,000$34,076,000 in the thirdfirst quarter 20082009 from $49,026,000$46,914,000 in the thirdfirst quarter 2007.2008. The decrease in the combined net sales of our three sales points (studio, online and phone) is related in part, to a 5% decrease in the number of units of merchandise shipped.shipped, a decrease in prices due to an increase in promotional discounts and a change in product mix to a relative higher volume of lower priced DWR:Tools for Living merchandise. The average revenue per unit of product sold decreased by 23%. All of these factors are attributed to the impact of the unfavorable economy. Studio sales decreased $3,282,000,$7,846,000, or 10.2%25.1%, in the third quarter 2008 compared to the third quarter 2007. Incremental sales of approximately $1,614,000 were generated from one new studio opened in the fourth quarter 2007, two new studios opened in the first quarter 2008 and one new2009 compared to the first quarter 2008. We had 66 studios, two DWR:Tools for Living store opened in the third quarter 2008. We had 68 studios, one DWR:Tools for Living storestores and one outletthree outlets open at the end of the thirdfirst quarter 20082009 compared to 6568 studios and one outlet open at the end of the thirdfirst quarter 2007.2008. Online sales decreased $2,224,000,$1,121,000, or 29.9%17.7%, and phone sales decreased $956,000,$1,933,000, or 21.6%45.0%, in the thirdfirst quarter 20082009 compared to the thirdfirst quarter 2007.2008.

Other sales increased $571,000,$281,000, or 31.2%19.8%, in the thirdfirst quarter 20082009 compared to the thirdfirst quarter 2007.2008. This increase is primarily related to an increase of $192,000 in sales generated from our outlets including our newly opened Palm Springs outlet, and an increase from warehouse sales of approximately $535,000, related to a large warehouse sales event in the third quarter 2008 without a comparable event in the third quarter 2007.$82,000. Shipping and handling fees for delivery of merchandise decreased $819,000,$2,219,000, or 25.1%62.4%, in the thirdfirst quarter 20082009 compared to the thirdfirst quarter 2007,2008, primarily attributable to the decrease in product sales and an increase in the amount of promotional free shipping.

The purchase of our products by customers is discretionary, and therefore highly dependent upon the level of consumer spending, particularly among affluent customers. Accordingly, sales of our products have been and may continue to be adversely affected by the recent market and economic conditions.

Cost of Sales.

Cost of sales decreased by $2,232,000,$4,992,000, or 8.2%20.2%, to $24,989,000$19,746,000 in the thirdfirst quarter 20082009 from $27,221,000$24,738,000 in the thirdfirst quarter 2007.2008. The decrease in cost of sales is attributable to the decrease in net sales, partially offset, by a decrease in product-related margins.sales. Cost of sales as a percentage of net sales increased 3.65.2 percentage points to 59.1%57.9% in the thirdfirst quarter 20082009 from 55.5%52.7% in the thirdfirst quarter 2007,2008, primarily attributable to the warehouse sale eventincreased promotional sales discounts and negative margins which are lower than our margins for sales through our integrated sales points. We held a large warehouse sale in the third quarter 2008, without a comparable event in the third quarter 2007, for damaged and overstock inventory that included discounted prices and disposalon shipping because of certain unsold inventory. Shipping margins werepromotional free shipping. The shipping margin was negative in the thirdfirst quarter 2008,2009 compared to a positive shipping margin in part, due to rate increases we pay for shippingthe first quarter 2008. We expect cost of sales as a resultpercentage of fuel surcharges.

Our performance depends on our abilitynet sales to purchase our merchandise from foreignincrease in the second quarter of 2009 compared to 2008 as we utilize more promotional sales discounts and domestic designers, manufacturers and distributors. Merchandise vendors could cease their operations, discontinue extending credit terms to us or stop selling to us at any time. Any inability to acquire suitable merchandise orfree shipping than the losssecond quarter of one or more key vendors could have a negative effect on our business and operating results.2008.

Selling, General and Administrative Expenses(“SG&A”).

Selling, general and administrative expenses consist of studio, marketing, corporate and fulfillment center costs. Studio costs include salaries and studio occupancy costs. Marketing costs include consumer and online advertising expenses, and costs associated with publishing our catalogs. Corporate costs include salaries, occupancy costs, computer systems and web-site related costs and professional fees, among others. Fulfillment center costs include salaries, occupancy costs and charges for shipping merchandise from our fulfillment center to studios, DWR:Tools for Living stores, our outlet and warehouse sales events. Our gross margins may not be comparable to those of other companies because some other companies include all of the costs related to their distribution network in cost of sales, while other companies, including us, may exclude a portion of those costs from gross margin, including them instead in other line items, such as selling, general and administrative expenses.

 

  Thirteen weeks ended   Thirteen weeks ended

(amounts in thousands

except percentages)

  September 27,
2008
  % of Net
Sales
 September 29,
2007
  % of Net
Sales
 Change %
Change
 

(amounts in thousands,

except percentages)

  April 4,
    2009    
  % of
Net
    Sales    
  March 29,
    2008    
  % of
Net
    Sales    
      Change      %
    Change    

Salaries and benefits

  $8,197  19.4% $9,056  18.5% $(859) (9.5)%   $7,603   22.3%    $9,360   20.0%    $(1,757)  (18.8)% 

Occupancy and related expense

   6,877  16.3%  6,614  13.5%  263  4.0%   6,735   19.8%    6,363   13.6%    372   5.8 % 

Catalog, advertising and promotion

   2,734  6.5%  2,316  4.7%  418  18.0%   2,630   7.7%    3,283   7.0%    (653)  (19.9)% 

Other expense

   3,681  8.7%  2,824  5.8%  857  30.3%

Professional, accounting, legal and SOX

   354  0.8%  491  1.0%  (137) (27.9)%

Other expenses

   2,542   7.5%    3,319   7.1%    (777)  (23.4)% 

Professional - legal, consulting, SOX

   693   2.0%    1,034   2.2%    (341)  (33.0)% 
                            

Total SG&A

  $21,843  51.6% $21,301  43.4% $542  2.5%   $20,203   59.3%    $23,359   49.8%    $(3,156)  (13.5)% 
                            

SG&A increasedexpenses decreased by $542,000,$3,156,000, or 2.5%13.5%, to $21,843,000$20,203,000 in the thirdfirst quarter 20082009 from $21,301,000$23,359,000 in the thirdfirst quarter 2007.2008. As a percentage of net sales, SG&A expenses increased to 51.6%59.3% in the thirdfirst quarter 2009 from 49.8% in the first quarter 2008, attributable to the decreased net sales. The decreases in SG&A are described below. In response to lower sales following the economic downturn and resulting losses from 43.4%operations in 2008, we undertook several initiatives to lower our expenses to better match the forecasted reduction in revenues and improve liquidity in the thirdfourth quarter 2007,2008 and the first quarter 2009. We have restructured certain real estate lease contracts, reduced marketing and catalog expenses primarily by reducing the number of planned catalog mailings and the number of pages per catalog, delayed implementation of a new ERP system, renegotiated certain support contracts related to software maintenance and telecommunications, and lowered outside contractor fees as well as headcount in all areas of the Company. We reduced expenses by approximately $3 million in the first quarter 2009 and expect reduced expenses of approximately $15 million in the remainder of 2009 from the prior comparable periods in 2008.

Salaries and benefits expense decreased $1,757,000, or 18.8%, to $7,603,000 in the first quarter 2009 from $9,360,000 in the first quarter 2008. This decrease is related to a $720,000 decrease in salary and contract labor expenses and a $215,000 decrease in health care benefits and payroll taxes that are primarily attributable to the reduction in work force implemented in January 2009. In addition, the decrease is related to a $472,000 decrease in commission and bonus expenses, which is primarily attributable to the decrease in net sales and increased expenses described below.

Salaries and benefits expense decreased $859,000, or 9.5%, to $8,197,000 in the third quarter 2008 from $9,056,000 in the third quarter 2007. This decrease is primarily related to a $338,000$359,000 decrease in commission and bonus expenses, related in part, to the decrease in net sales, a $324,000stock-based compensation expense. The decrease in stock-based compensation expense is partially the result of cancelled stock options due to the reduction in work force and a $104,000 decrease in salary and contract labor expenses.the lower valuation of recently issued stock options due to the lower price of our common stock. Incremental salaries and benefits expense related to one new studiooutlet opened in the fourthfirst quarter 2007,2009, including pre-opening expenses, two new DWR:Tools for Living stores opened in the third and fourth quarters 2008 and two studios opened in the first quarter 2008, and two new DWR:Tools for Living stores opened on September 19,which did not operate during the entire first quarter 2008, and October 2, 2008, including pre-opening expenses, was approximately $285,000. We may decrease headcount depending on operating requirements and cost considerations, which would affect salaries$221,000. Salaries and benefits expense.expense is expected to decrease in the remainder of 2009 due to headcount reductions implemented in January 2009 with a planned reduction from the prior comparable period in 2008 of approximately $4,000,000.

 

Occupancy and related expense increased $263,000,$372,000, or 4.0%5.8%, to $6,877,000$6,735,000 in the thirdfirst quarter 20082009 compared to $6,614,000$6,363,000 in the thirdfirst quarter 2007.2008. This increase is primarily due to a $582,000$294,000 increase in rent and related operating expenses of which $501,000 is associated withfor new or relocated sales locations including one new studiooutlet opened in the fourthfirst quarter 2007,2009, two new DWR:Tools for Living stores opened in the third and fourth quarters 2008 and two studios opened in the first quarter 2008, which did not operate during the entire first quarter 2008. In addition, we relocated one relocated studio with increased rent and operating expenses in the second quarter 2008. The occupancy expenses and two new DWR:Tools for Living stores opened on September 19, 2008 and October 2, 2008, including pre-opening expenses. Thisrelated expense increase was partially offset by a $319,000 decreaseis also due to an $81,000 increase in depreciation expense, primarily attributable to a change in the estimated useful life of assets related to the early termination of a studio lease in the third quarter 2007.expense. Occupancy and related expense is expected to increase in the fourth quarter2009 from 2008 from the prior comparable period as the result of the recently opened studiosoutlet and DWR:Tools for Living stores.

Catalog, advertising and promotion expense increased $418,000, or 18.0%, to $2,734,000 in the third quarter 2008 from $2,316,000 in the third quarter 2007. This increase is primarily due to a $307,000 increase in catalog expense. Direct response catalog costs are capitalized as prepaid catalog costs and are amortized over their expected period of future benefit of approximately four months. The increase in catalog amortization expense is primarily attributable to increased paper, printing and distribution costs for our 2008 catalogs as compared to our 2007 catalogs. We expect higher catalog expense in the fourth quarter 2008 compared to the fourth quarter 2007. In fiscal year 2009, we plan to reduce overall spending on catalogs and advertising.

Other expense increased $857,000, or 30.3%, to $3,681,000 in the third quarter 2008 compared to $2,824,000 in the third quarter 2007. The increase is partially due to a $374,000 increase in the cost of distributing merchandise to our warehouse sales event, studios, and newtwo DWR:Tools for Living stores a $141,000 increaseand one relocated studio opened in travel-related expense and a $119,000 increase in software and website-related expenses.2008.

Catalog, advertising and promotion expense decreased $653,000, or 19.9%, to $2,630,000 in the first quarter 2009 from $3,283,000 in the first quarter 2008. This decrease is due to a $300,000 decrease in catalog expense and a $236,000 decrease in media advertising expense. Direct response catalog costs were recorded as prepaid catalog costs, and during the first nine months of 2008 were amortized over their expected period of future benefit of approximately four months. In accordance with Statements of Position of the Accounting Standards Division No. 93-7,Reporting on Advertising Costs(“SOP 93-7”), advertising costs must be expensed unless the advertising elicits sales to customers. During the fourth quarter 2008, we no longer adequately tracked the required information required by SOP 93-7. Consequently, catalog costs were expensed as the catalogs were distributed in the fourth quarter 2008 and first quarter 2009. The cost of catalogs distributed in the first quarter 2009 decreased by approximately $280,000 from the cost of catalogs distributed in the first quarter 2008. The number of catalogs we distributed in the first quarter 2009 increased by 16% from 2008. However, the increased costs from higher circulation was offset by a 38% decrease in the total number of pages of all catalogs distributed in the first quarter 2009 from 2008. In addition, we distributed a relatively more expensive annual catalog in the first quarter 2008 without a comparable catalog in the first quarter 2009. We plan to reduce overall spending on catalogs and advertising in the remainder of 2009 from the prior comparable period in 2008 by approximately $8,000,000 based on our initiative to lower our expenses including reduced advertising and fewer planned catalog mailings and fewer pages.

Other expense decreased $777,000, or 23.4%, to $2,542,000 in the first quarter 2009 compared to $3,319,000 in the first quarter 2008. The decrease is primarily due to a $348,000 decrease in merchant fees, a $256,000 decrease in supplies and the cost of distributing merchandise to our warehouse sales events, studios, and new DWR:Tools for Living stores, a $182,000 decrease in travel-related expense, a $114,000 decrease in bad debt expense, and a $104,000 decrease in telephone and telecommunication expense. This decrease was partially offset by an increase of $181,000 in software and website-related expenses and charges of $73,000 for impairment of leasehold improvements due to closing of our Southlake, Texas studio in the second quarter 2009. We also closed our Tigard, Oregon studio during the second quarter 2009. We incurred impairment charges related to the leasehold improvements for the Tigard, Oregon studio in 2008. In accordance with Financial Accounting Standards Board Statement No. 146,Accounting for Costs Associated with Exit or Disposal Activities(“FAS 146”), a liability for costs that will continue to be incurred under the lease agreement for the remaining term without economic benefit to the Company must be recognized and measured at the lease’s fair value at the cease-use date. We will record additional charges in the second quarter 2009 for future lease payments at the cease-use date in accordance with FAS 146. Excluding any impairment charges, we plan to reduce overall spending in other SG&A expenses in the remainder of 2009 from the prior comparable period in 2008 by approximately $3,000,000 based on our initiative to lower our expenses including reduced travel-related expense, information technology expenses and costs of distributing merchandise to our warehouse sales events, studios, and DWR:Tools for Living stores.

 

Professional, accounting, legal and SOX expense decreased $137,000,$341,000, or 27.9%33.0%, to $354,000$693,000 in the thirdfirst quarter 20082009 compared to $491,000$1,034,000 in the thirdfirst quarter 2007.2008. The decrease is primarily due to a $147,000$363,000 decrease in accounting and consulting fees directly related to SEC reporting and SOXSarbanes-Oxley Act of 2002 compliance.

Interest Income.and Other Income and ExpensesInterest

We had no significant interest income decreased $50,000 to $40,000 in the thirdfirst quarter 2009 compared to interest income of $57,000 in the first quarter 2008 compared to $90,000 in the third quarter 2007, primarily due to significantly less invested capital and lower interest rates and less invested capital.

Interest Expense.Interest expense decreased $202,000rates. In the first quarter 2009, excess cash balances were used to $84,000 in the third quarter 2008 compared to $286,000 in the third quarter 2007, primarily due to decreasedpay down borrowings under our loan agreement and lowercompared to being swept into an interest rates.

Other Income, Net. Other income decreased $1,862,000 to $159,000bearing investment account in the thirdfirst quarter 2008. Interest expense increased $66,000 to $114,000 in the first quarter 2009 compared to $48,000 in the first quarter 2008 comparedprimarily due to $2,021,000increased borrowings under our loan agreement. We had no significant other income (expense) in the thirdfirst quarter 2007.2009. Other incomeexpense of $144,000 in the thirdfirst quarter 2008 primarily consists of foreign currency exchange gainslosses related to currency fluctuations. Other income in the third quarter 2007 consists of a net gain of approximately $2,200,000 after related expenses as a result of the early termination of a studio lease per an agreement between the Company and the landlord, partially offset, by foreign currency exchange losses of $187,000. We have certain liabilities from merchandise purchases denominated principally in Euros that result in gains or losses to other income or expense when the value of the dollar changes. Such gains or losses are not offset against designated hedge contracts in which corresponding gains or losses are recognized in other comprehensive income (loss).decreasing approximately 7% relative to the Euro.

Income Taxes.

No income tax benefit was recognized in the thirty-nine weeks ended September 27, 2008 because recent general economic events have indicated that more likely than not the tax benefit of the year-to-date pre-tax loss would not be realized during fiscal year 2008, and therefore, in the thirteen weeks ended September 27, 2008, the $1,237,000 tax benefit recorded in the first half of 2008 was reversed.

In accordance with FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes,” we recorded a discrete item of $104,000 in the third quarter 2007 due to a change in judgment that resulted in a change in measurement of a tax position taken in a prior annual period. No income tax benefit was recognized in the third quarter 20072009 because it was uncertain whether the tax benefit of the year-to-date pre-tax loss would be realized during fiscal year 2007.

Comparison of the thirty-nine weeks ended September 27, 2008 to the thirty-nine weeks ended September 29, 2007

Net Sales.

   Thirty-nine weeks ended 

(amounts in thousands,

except percentages)

  September 27,
2008
  % of Net
Sales
  September 29,
2007
  % of Net
Sales
  Change  %
Change
 

Studio sales

  $92,743  67.9% $92,498  65.2% $245  0.3%

Online sales

   17,808  13.0%  21,805  15.4%  (3,997) (18.3)%

Phone sales

   11,888  8.7%  13,644  9.6%  (1,756) (12.9)%

Other sales

   5,601  4.2%  4,940  3.4%  661  13.4%

Shipping and handling fees

   8,450  6.2%  9,055  6.4%  (605) (6.7)%
                    

Net sales

  $136,490  100.0% $141,942  100.0% $(5,452) (3.8)%
                    

Net sales decreased $5,452,000, or 3.8%, to $136,490,000 in the thirty-nine weeks ended September 27, 2008 from $141,942,000 in the thirty-nine weeks ended September 29, 2007. The decrease in the combined net sales of our three sales points (studio, online and phone) is related, in part, to a decrease in the number of units of merchandise shipped, partially offset, by a higher average per unit retail sales price. Studio sales increased $245,000, or 0.3%, in the thirty-nine weeks ended September 27, 2008 compared to the thirty-nine weeks ended September 29, 2007. This increase was primarily attributable to the increase in sales inrealized. In the first quarter 2008, compared towe recorded a tax benefit of $696,000 calculated at the first quarter 2007, partially offset, by decreases in sales inprojected annual effective tax rate of 52.8%. The difference between the secondstatutory rate of 39.5% and third quarters of 2008 from the prior comparable period. Incremental sales of approximately $3,970,000 were generated from two new studios opened in fiscal year 2007 which did not operate during the entire first thirty-nine weeks of 2007, two new studios opened in the first quarter 2008 and one new DWR:Tools for Living store opened in the third quarter 2008. Online sales decreased $3,997,000, or 18.3%, and phone sales decreased $1,756,000, or 12.9%, in thirty-nine weeks ended September 27, 2008 compared to the thirty-nine weeks ended September 29, 2007.

Other sales increased $661,000 or 13.4%, in the thirty-nine weeks ended September 27, 2008 compared to the thirty-nine weeks ended September 29, 2007. This increase iseffective tax rate was primarily related to an increase in sales of approximately $542,000 from our outlet and an increase in sales of approximately $59,000 from warehouse sales events. Shipping and handling fees for delivery of merchandise decreased $605,000, or 6.7%, in the thirty-nine weeks ended September 27, 2008 compared to the thirty-nine weeks ended September 29, 2007. This decrease is partially attributable to the decreased product sales.

The purchase of our products by customers is discretionary, and therefore highly dependent upon the level of consumer spending, particularly among affluent customers. Accordingly, sales of our products have been and may continue to be adversely affected by the recent market and economic conditions.

Cost of Sales. Cost of sales decreased by $5,022,000, or 6.3%, to $75,052,000 in the thirty-nine weeks ended September 27, 2008 from $80,074,000 in the thirty-nine weeks ended September 29, 2007. Cost of sales as a percentage of net sales decreased 1.4 percentage points to 55.0% in the thirty-nine weeks ended September 27, 2008 from 56.4% in the thirty-nine weeks ended September 29, 2007, primarily attributable to product-related margin improvements. Shipping margins were negative in the thirty-nine weeks ended September 27, 2008, in part, due to rate increases we pay for shipping as a result of fuel surcharges.

Selling, General and Administrative Expenses (“SG&A”).

   Thirty-nine weeks ended 

(amounts in thousands,

except percentages)

  September 27,
2008
  % of Net
Sales
  September 29,
2007
  % of Net
Sales
  Change  %
Change
 

Salaries and benefits

  $26,426  19.4% $27,443  19.3% $(1,017) (3.7)%

Occupancy and related expense

   19,857  14.5%  18,982  13.4%  875  4.6%

Catalog, advertising and promotion

   9,424  6.9%  6,827  4.8%  2,597  38.0%

Other expense

   10,466  7.7%  8,740  6.2%  1,726  19.7%

Professional, accounting, legal and SOX

   1,735  1.3%  3,791  2.7%  (2,056) (54.2)%
                

Total SG&A

  $67,908  49.8% $65,783  46.3% $2,125  3.2%
                

SG&A increased by $2,125,000, or 3.2%, to $67,908,000 in the thirty-nine weeks ended September 27, 2008 from $65,783,000 in the thirty-nine weeks ended September 29, 2007. As a percentage of net sales, SG&A increased to 49.8% in the thirty-nine weeks ended September 27, 2008 from 46.3% in the thirty-nine weeks ended September 29, 2007, primarily attributable to the decrease in net sales and increased expenses described below.

Salaries and benefits expense decreased $1,017,000, or 3.7%, to $26,426,000 in the thirty-nine weeks ended September 27, 2008 from $27,443,000 in the thirty-nine weeks ended September 29, 2007. This decrease is primarily related to a $661,000 decrease inprojected stock-based compensation expense a $291,000 decrease in commission and bonus expenses, related in part, to the decrease in net sales, and a $165,000 decrease in recruiting, relocation and severance expenses. This decrease was partially offset by a $175,000 increase in salary and contract labor expenses. Incremental salaries and benefits expense related to two new studios opened in fiscal year 2007 which didincentive stock options not operate during the entire first thirty-nine weeks of 2007, two new studios opened in the first quarter 2008 and two new DWR:Toolsbeing deductible for Living stores opened on September 19, 2008 and October 2, 2008, including pre-opening expenses, was approximately $538,000. Salaries and benefits expense is expected to increase due to benefit cost increases and headcount increases from new studios and DWR:Tools for Living stores not operating in the prior comparable period. In addition, salaries and benefits expense will fluctuate with increased or decreased commissions related to sales increases or decreases, respectively. We may decrease headcount depending on operating requirements and cost considerations, which would affect salaries and benefits expense.

Occupancy and related expense increased $875,000, or 4.6%, to $19,857,000 in the thirty-nine weeks ended September 27, 2008 compared to $18,982,000 in the thirty-nine weeks ended September 29, 2007. This increase is primarily due to a $1,783,000 increase in rent and related operating expenses, of which $1,331,000 is associated with two new studios opened in fiscal year 2007 which did not operate during the entire first thirty-nine weeks of 2007, two new studios opened in the first quarter 2008, one relocated studio with increased occupancy and relocation expenses and two new DWR:Tools for Living stores opened on September 19, 2008 and October 2, 2008, including pre-opening expenses. The increase in occupancy and related expense was partially offset by a $906,000 decrease in depreciation expense, that included approximately $450,000 related to our information technology system, which was fully depreciated in the first quarter 2007 and approximately $300,000 related to a change in the estimated useful life of assets upon an early termination of a studio lease in the third quarter 2007.

Catalog, advertising and promotion expense increased $2,597,000, or 38.0%, to $9,424,000 in the thirty-nine weeks ended September 27, 2008 from $6,827,000 in the thirty-nine weeks ended September 29, 2007. This increase is primarily due to a $2,057,000 increase in catalog expense and a $314,000 increase in media and online advertising expense. Direct response catalog costs are capitalized as prepaid catalog costs and are amortized over their expected period of future benefit of approximately four months. Of the increase in catalog amortization expense, approximately $874,000 is attributable to the number and timing of catalogs distributed prior to December 29, 2007 and approximately $1,183,000 is primarily attributable to increased costs of our 2008 catalogs as compared to our 2007 catalogs. The increased costs of our 2008 catalogs are primarily related to increased paper, printing and distribution costs.

Other expense increased $1,726,000, or 19.7%, to $10,466,000 in the thirty-nine weeks ended September 27, 2008 compared to $8,740,000 in the thirty-nine weeks ended September 29, 2007. The increase is primarily due to a $536,000 increase in the cost of distributing merchandise to our warehouse sales event, studios and new DWR:Tools for Living stores, a $308,000 increase in travel-related expense, a $134,000 increase in software and website-related expenses, a $116,000 increase in sales-related merchant fees, and a $113,000 increase in telecommunication expense.

Professional, accounting, legal and SOX expense decreased $2,056,000, or 54.2%, to $1,735,000 in the thirty-nine weeks ended September 27, 2008 compared to $3,791,000 in the thirty-nine weeks ended September 29, 2007. The decrease is primarily due to a $2,131,000 decrease in accounting and consulting fees directly related to SEC reporting and SOX compliance, partially offset, by a $93,000 increase in legal expense.

Interest Income.Interest income decreased $148,000 to $137,000 in the thirty-nine weeks ended September 27, 2008 compared to $285,000 in the thirty-nine weeks ended September 29, 2007, primarily due to lower interest rates and less invested capital.

Interest Expense.Interest expense decreased $279,000 to $202,000 in the thirty-nine weeks ended September 27, 2008 compared to $481,000 in the thirty-nine weeks ended September 29, 2007 primarily due to decreased borrowings under our loan agreement and lower interest rates.

Other Income, Net. Other income decreased $1,944,000 to $116,000 in the thirty-nine weeks ended September 27, 2008 compared to $2,060,000 in the thirty-nine weeks ended September 29, 2007. Other income in the thirty-nine weeks ended September 27, 2008 primarily consists of foreign currency exchange gains related to currency fluctuations. Other income in the thirty-nine weeks ended September 29, 2007 consists of a net gain of approximately $2,200,000 after related expenses as a result of the early termination of a studio lease per an agreement between the Company and the landlord, partially offset, by foreign currency exchange losses of $222,000. We have certain liabilities from merchandise purchases denominated principally in Euros that result in gains or losses to other income or expense when the value of the dollar changes. Such gains or losses are not offset against designated hedge contracts in which corresponding gains or losses are recognized in other comprehensive income.

Income Taxes. No income tax benefit was recognized in the thirty-nine weeks ended September 27, 2008 because recent general economic events have indicated that more likely than not the tax benefit of the year-to-date pre-tax loss would not be realized during fiscal year 2008.purposes.

In accordance with FASB Interpretation Number 48, “Accounting for Uncertainty in Income Taxes,” we recorded a discrete item of $104,000 in the third quarter 2007 due to a change in judgment that resulted in a change in measurement of a tax position taken in a prior annual period. No income tax benefit was recognized in the thirty-nine weeks ended September 29, 2007 because it was uncertain whether the tax benefit of the year-to-date pre-tax loss would be realized during fiscal year 2007.

Liquidity and Capital Resources

As of September 27, 2008,Cash and cash equivalents

Cash and cash equivalents were $5,147,000. $3,099,000 and $6,496,000 as of April 4, 2009 and March 29, 2008, respectively.

Working capital

Working capital was $17,138,000$4,910,000 and $20,923,000$24,743,000 as of September 27,April 4, 2009 and March 29, 2008, respectively. The decrease in working capital is primarily the result of significant operating losses incurred in the second quarter 2008 through the fourth quarter 2008 and September 29, 2007, respectively.the first quarter 2009. Specific component changes in working capital were increased borrowings of $7,149,000 under the loan agreement and decreased inventory of $11,132,000.

Cash Flows.flows

Net cash provided by (used in):

 

  Thirty-nine weeks ended 
  September 27, 2008 September 29, 2007   Thirteen weeks ended
(amounts in thousands)            April 4, 2009          March 29, 2008    

Operating activities

  $(2,622) $(7,626)   $1,350    $(401)

Investing activities

   (4,514)  (4,381)   (720)   (1,196)

Financing activities

   6,632   10,770    (6,215)   2,442 

Net Cash UsedProvided by (Used in) Operating Activities

Net cash provided by operating activities of $1,350,000 in Operating Activities.the first quarter 2009 was primarily attributable to a reduction of inventory of $6,511,000 that was offset by the loss from operations of $5,984,000. Net cash used in operating activities was $2,622,000of $401,000 in the thirty-nine weeks ended September 27,first quarter 2008 compared to $7,626,000 in the thirty-nine weeks ended September 29, 2007. The improvement in cash flow was primarily attributable to a lower amount of inventory purchases. We have lowered the amount of inventory by improving our merchandise purchasing process and increasingnet loss from operations in the use of shipments directly from our vendors to our customers.first quarter 2008.

Net Cash Used in Investing Activities.Activities

Cash used in investing activities was primarily for the purchase of property and equipment related to our new outlet and studios, and information technology systems of $4,514,000 in the thirty-nine weeks ended September 27, 2008 compared to $4,381,000amounts of $720,000 and $1,196,000 in the thirty-nine weeks ended September 29, 2007.first quarter 2009 and 2008, respectively. We opened two new studios, one replacement studio and one new DWR:Tools for Living storeoutlet in the thirty-nine weeks ended September 27, 2008first quarter 2009 and two new studios and one replacement studio duringin the thirty-nine weeks ended September 29, 2007. We launched our website on a new platform on April 1, 2008, we installed a new warehousing and distribution system at our fulfillment center on May 12, 2008, and we installed a new point of sales system at our outlet on July 27, 2008 that was also installed at our new DWR:Tools for Living stores.first quarter 2008.

For the remainder of fiscal year 2008,2009, we anticipate that our investment in property and equipment will be between approximately $2,500,000 and $3,500,000$500,000, primarily to implement new information technology systems, leasehold improvements and furniture and fixtures for two DWR:Tools for Living stores and remodel selected studios. Although most ofrelocate one studio in the capital costs of the DWR:Tools for Living stores opened on September 19, 2008 and October 2, 2008 are included in property and equipment at September 27, 2008, certain of those costs are included in accounts payable and accrued liabilities and will be fully reflected in net cash used in investing activities by the fourthsecond quarter 2008.2009. We plan to finance these investments in fiscal year 2008this investment from our existing cash balances and borrowings under our revolving line of credit facility.

Net Cash Provided by (Used in) Financing Activities.Activities

Net cash used in financing activities in the first quarter 2009 was primarily comprised of repayment of borrowings under our loan agreement of $4,266,000, the restriction of $2,000,000 of cash related to our loan agreement and repayment of long-term obligations of $207,000. Net cash provided by financing activities was $6,632,000 in the thirty-nine weeks ended September 27,first quarter 2008 compared to $10,770,000 in the thirty-nine weeks ended September 29, 2007. Cash provided by financing activities was primarily comprised primarily of borrowings onof $2,534,000 under our bank credit facility of $6,879,000loan agreement.

Cash Availability and $11,200,000 in the thirty-nine weeks ended September 27, 2008 and September 29, 2007, respectively. Cash used in financing activities was for the repayment of long-term obligations of $280,000 and $462,000 in the thirty-nine weeks ended September 27, 2008 and September 29, 2007, respectively.Liquidity

As of September 27, 2008,April 4, 2009, we had available approximately $16,638,000$6,935,000 in working capital resources for our future cash needs as follows:

 

approximately $5,147,000$3,099,000 in cash and cash equivalents; and

 

approximately $11,491,000$3,836,000 in availability under our working capital line of credit.

Our cashIn response to lower sales following the economic downturn and cash equivalents are heldresulting losses from operations in accounts managed by third party financial institutions2008, we undertook several initiatives to lower our expenses to better match the forecasted reduction in revenues and consist of invested cash and cash in our operating accounts. To date, we have experienced no loss or lack of access to our cash or cash equivalents; however, there can be no assurance that access to our cash and cash equivalents will not be impacted by adverse conditionsimprove liquidity in the financial markets.fourth quarter 2008 and the first quarter 2009. We have restructured certain real estate lease contracts, reduced marketing and catalog expenses primarily by reducing the number of planned catalog mailings and the number of pages per catalog, delayed implementation of a new ERP system, renegotiated certain support contracts related to software maintenance and telecommunications, and lowered outside contractor fees as well as headcount in all areas of the Company. We reduced expenses by approximately $3 million in the first quarter 2009 and expect reduced expenses of approximately $15 million in the remainder of 2009 from the prior comparable periods in 2008. We also reduced inventory levels significantly from year-end 2008 levels to generate additional liquidity. However, if we fail to generate sales and margins at levels currently forecasted or do not obtain additional debt or equity financing, it is unlikely that we will be able to maintain sufficient liquidity to continue as a going concern.

As a result of the challenging market and economic conditions, the cost and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider credit spreads. Concernconcern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease to provide funding to borrowers. In addition, many vendors in our industry have begun to provide less favorable payment terms. Continued turbulence in the U.S.United States and international markets and economies may adversely affect the liquidity and financial condition of our lenders, and vendors and our access to credit from our lenders and vendors. If these market conditions continue, they may limit our ability, and the ability of our lenders and vendors to timely replace maturing liabilities, and access the capital markets to meet liquidity needs, resulting in an adverse effecteffects on our liquidity, financial condition and results of operations.

Our cash from customers is primarily received throughIn the United States, recent market and economic conditions have been unprecedented and challenging with tighter credit card processing companies. To date, weconditions, and more frequent and lower reappraisals of inventories on which advance rates under our credit line are determined. In addition, large financial institutions have experienced no delaysdeclared bankruptcy or lack of access to credit card cash receipts; however, thereare under government conservatorship. There can be no assurance that access to our cash receiptsworking capital line of credit will not be impacted by adverse conditions in the financial markets.

We are currently in compliance with all of our debt covenants. Our ability to stay in compliance with all of our debt covenants and to fund our operations and anticipated capital expenditures inIf Wells Fargo increases reserves or reduces the future will dependadvance rate due on our future operations, performancecredit line by a material amount and cash flows, and is subjectwe are unable to prevailing economic conditions and financial, business and other factors, somereduce outstanding borrowings to the reduced level of which are beyondavailability, or an event of default occurs, there can be no assurance that Wells Fargo will not demand repayment of the line of credit or take assets secured by our control.borrowing.

Commitments and Contractual Obligations

On February 2, 2007, we entered into a Loan, Guaranty and Security Agreement, or the Loan Agreement, with Wells Fargo Retail Finance, LLC, or the Loan Agreement, which replaced the previous loan with Wells Fargo HSBC Trade Bank, N.A.Fargo. The Loan Agreement expires on February 2, 2012 and provides for an initial overall credit line up to $20,000,000 which may be increased to $25,000,000 at our option, provided we are not in default on the Loan Agreement. The Loan Agreement consists of a revolving credit line and letters of credit up to $5,000,000. The amount we may borrow at any time under the Loan Agreement is based upon a percentage of eligible inventory and accounts receivable less certain reserves. Advance rates under the credit line are, in part, determined by third party appraisals of the net liquidation value of our inventories. Borrowings are secured by the right, title and interest to all of our personal property, including cash, accounts receivable, inventory, equipment, fixtures, general intangibles and intellectual property and inventory.property. The Loan Agreement contains various restrictive covenants, including minimum availability, which is the amount we may borrow under the Loan Agreement, less certain outstanding obligations, plus certain cash and cash equivalents,restrictions on payment of dividends, limitations on indebtedness, limitations on subordinated indebtedness and limitations on the amount of capital expenditures we may incur in any fiscal year. We are currently in compliance with all of these restrictive covenants.

In the fourth quarter 2008 and the first quarter 2009, bank-commissioned appraisals determined that the net liquidation value of our inventories had declined due to general market conditions and, as a result, Wells Fargo reduced our advance rates, which constricted the availability of borrowings under the line of credit. The availability of borrowings would decrease if subsequent appraisals determine that the net liquidation value of our inventories has decreased.

Wells Fargo increased discretionary reserves by $1,500,000 in the first quarter 2009. On March 18, 2009, we entered into a first amendment to the Loan Agreement and a securities account availability agreement with Wells Fargo in which Wells Fargo increased the amount of advances otherwise available to us by $1,000,000 in exchange for our granting Wells Fargo collateral rights on a deposit account with a balance of approximately $4,678,000. Wells Fargo will permit us to withdraw amounts from this account in excess of $2,000,000 so long as no default or event of default has occurred. Accordingly, we classified $2,000,000 of cash to restricted cash. In addition, Wells Fargo rescinded its decision to require additional discretionary reserves of $1,500,000. On April 14, 2009, we withdrew $1,000,000 from this account for working capital purposes. If Wells Fargo increases reserves or reduces the advance rate due on our credit line by a material amount and we are unable to reduce outstanding borrowings to the reduced level of availability, or an event of default occurs, there can be no assurance that Wells Fargo will not demand repayment of the line of credit or take assets secured by our borrowing.

Interest on borrowings will be either at Wells Fargo’s prime rate, or LIBOR plus 1.25% to 1.75% based upon average availability. We are charged anavailability, and the unused credit line fee of 0.25%is 0.3%. In the event of default, our interest rates would increaseare increased by two percentage points. The interest rate on outstanding borrowings at September 27, 2008 was 5.00%. As of September 27, 2008,April 4, 2009, we had outstanding borrowings of $6,879,000$9,683,000 under the revolving credit line and $1,630,000$1,318,000 in outstanding letters of credit. Advances of $11,491,000 wereApproximately $3,836,000 was available for advances under the revolving credit line as of September 27, 2008.

April 4, 2009.

We have various other notes payable, which consist primarily of unsecured equipment financing loans. In June 2006,January 2009, we financed the second and third years of a portionthree year software license fee of our new information technology projectapproximately $253,000 per year with a three-year promissory note of approximately $1,000,000 with an interest rate of approximately 2.0%. In accordance with APB Opinion No. 21 “Interest on Receivables and Payables,” or APB 21, we discounted this note to its fair value. The discounted portion of approximately $58,000 is being amortized as interest expense over the life of the note using the effective interest method.note. As of September 27, 2008,April 4, 2009, outstanding borrowings under thesethis and other notes were $289,000$261,000 with interest rates ranging from 2% to 6.75%. These notes mature11% maturing in 2009.

We entered into equipment leases during fiscal yearyears 2008 and 2007 with remaining capitalized lease obligation payments of $124,000$287,000 including interest and principal as of September 27, 2008.April 4, 2009.

As of September 27, 2008,April 4, 2009, inventory purchase obligations related to open purchase orders were approximately $23,745,000,$7,920,000, commitments for furniture, fixtures, and leasehold improvements related to studios were approximately $283,000,$387,000, and commitments to maintainfor software licenses, software maintenance, hosting, and enhancedevelopment services for various information technology systems and website were approximately $2,153,000.$1,316,000.

Critical Accounting Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States, or U.S.US GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are set forth below and in ourSee the Annual Report on Form 10-K for the fiscal year ended December 29, 2007,January 3, 2009, in the Notes to Financial Statements and Critical Accounting Policies and Estimates section.section for critical accounting estimates except as modified below.

Revenue Recognition

We recognize revenue on the date on which we estimate that the product has been received by the customer. Wecustomer and retain title to items and bear the risk of loss of shipments until delivery fromto our warehouse.customers. We recognize shipping and handling fees charged to customers in net sales at the time products are estimated to have been received by customers. We take title to items drop shipped by vendors at the time of shipment and bear the risk of loss until delivery to customers. We use third-party freight carrier information to estimate standard delivery times to various locations throughout the United States and Canada. We record as deferred revenue the dollar amount of all shipments for a particular day, if based upon our estimated delivery time, such shipments, on average, are expected to be delivered after the end of the reporting period. As of September 27,April 4, 2009, January 3, 2009 and March 29, 2008, December 29, 2007 and September 29, 2007, deferred revenue was $1,905,000, $325,000$1,637,000, $1,162,000 and $3,171,000,$1,980,000, respectively, and related deferred cost of sales was $986,000, $173,000$890,000, $572,000 and $1,617,000,$1,024,000, respectively.

Sales are recorded net of expected product returns by customers. Significant management judgments and estimates must be made and used in connection with determining net sales recognized in any accounting period. Our management must make estimates of potential future product returns related to current period revenue. We analyze historical returns, current economic trends, and changes in customer demand and acceptance of products when evaluating the adequacy of the sales returns and other allowances in any accounting period. The returns allowance is recorded as a reduction to net sales for the estimated retail value of the projected product returns and as a reduction in cost of sales for the corresponding cost amount, less any reserve for estimated scrap. The reserves for estimated product returns were $538,000, $654,000$532,000, $573,000 and $655,000$674,000 as of September 27,April 4, 2009, January 3, 2009 and March 29, 2008, December 29, 2007 and September 29, 2007, respectively.

Item 3.Item 3.Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency Exchange Risk

In the thirty-nine weeks ended September 27, 2008,first quarter 2009, we generated approximatelymore than 98% of our net sales in U.S. dollars, but we purchased approximately 37%36% of our product inventories from manufacturers in foreign countries with 26%20% of our product inventory purchases being paid for in Euros. Increases and decreases in the U.S. dollar relative to the Euro result in fluctuations in the cost to us of merchandise sourced from Europe. As a result of such currency fluctuations, we have experienced and may continue to experience fluctuations in our operating results on an annual and a quarterly basis going forward. Specifically, as the value of the U.S. dollar declines relative to the Euro, the effective cost for our product increases. As a result, declines in the value of the U.S. dollar relative to the Euro and other foreign currencies would increase our cost of sales and decrease our gross margin. Although

In the first quarter 2009, the value of the dollar increased approximately 4% relative to the Euro. We purchased foreign currency forward contracts to hedge our hedging strategy described below may mitigate thisforeign currency risk in the short term, currency fluctuations infirst quarter 2008 through the long term will not be mitigated by hedging because we do not hedge our currency risks beyond a year.

third quarter 2008. In the thirty-nine weeks ended September 27, 2008, the value of the dollar increased approximately 1%5% relative to the Euro.Euro resulting in losses on some of those contracts and, as a result, we discontinued purchasing hedge contracts at the end of 2008. We implemented a new hedging strategy in the first quarter 2007 to mitigate the impact ofdo not hold any foreign currency fluctuations on inventory purchases. Foreign currencyforward contracts entered into from January 2007 toas of April 2007 were not designated as cash flow hedge contracts. We accounted for non-hedge foreign currency contracts on a monthly basis by recognizing the net cash settlement gain or loss in other income, net and adjusting the carrying amount of open contracts to fair value by recognizing any corresponding gain or loss in other income, net. In the second quarter 2007, we developed policies and procedures that met the criteria for cash flow hedge accounting. Foreign currency contracts entered into from May 2007 through September 2008 were designated as cash flow hedge contracts and were accounted for on a monthly basis by adjusting the carrying amount of open designated contracts to fair value by recognizing any corresponding gain or loss in other comprehensive income (loss) and recognizing the net cash settlement gain or loss in other comprehensive income (loss). Subsequently, these net cash settlement gains or losses are being recognized in cost of sales as the underlying hedged inventory is sold in each reporting period. In the condensed statements of cash flows, net cash settlement gain or loss is included in operating cash flows as changes in other assets, and as customer deposits and other liabilities. Our derivative positions were used only to manage identified exposures. If our hedging strategy does not help reduce fluctuations in our cost of goods and mitigate the impact of the strengthening of the Euro relative to the U.S. dollar, we will continue to have difficulties in accurately predicting our costs of sales and our cost of sales may increase, adversely impacting our gross margin.4, 2009. A hypothetical 1% increase or decrease in the Euro exchange rate with the dollar on December 30, 2007January 4, 2009 would have resultedresult in a $104,000 change to cost of sales in the thirty-nine weeks ended September 27, 2008 and $158,000 change to cost of salesapproximately $68,000 on an annualized basis.basis if our product inventory purchases being paid for in Euros remained constant throughout 2009.

Interest Rate Risk

We have interest payable on our revolving line of credit. Amounts borrowed under this line of credit bear interest at an annual rate equal to the lender’s prime lending rate or LIBOR plus 1.25% to 1.75% based upon average availability. The extent of this risk is not quantifiable or predictable because of the variability of future interest rates and the future financing requirements. As of September 27, 2008,April 4, 2009, we had $6,879,000$9,683,000 of outstanding borrowings under the revolving credit line at an interest rate of 5.00%3.25%. A hypothetical increase or decrease in interest rates by one percentage point on December 30, 2007January 3, 2009 would have resultedresult in a $30,000 changechanges to our interest expenseexpenses of approximately $28,000 in the thirty-nine weeks ended September 27, 2008first quarter 2009 and $40,000approximately $101,000 on an annualized basis.if our outstanding loan balance remained constant throughout 2009.

Item 4.Controls and Procedures

 

(a)Evaluation of Disclosure Controls and Procedures

Management, including our Chief Executive Officer, or CEO, and Chief Financial Officer, or CFO, evaluated the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report, in accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act. Based on that evaluation, our CEO and CFO concluded that control deficiencies which constituted material weaknesses at December 29, 2007the end of fiscal year 2008, as discussed in subsection (b) below, continued to exist in our internal control over financial reporting as of the end of the period covered by this report. As a result of these material weaknesses, our CEO and CFO concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report at the reasonable assurance level. In light of the material weaknesses described below, we performed additional analyses and other post-closing procedures to determine that our financial statements included in this report were prepared in accordance with U.S.US GAAP. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

The certifications of our principal executive officer and principal financial officer required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 are attached as exhibits to this Quarterly Report on Form 10-Q. The disclosures set forth in this Item 4 contain information concerning the evaluation of our disclosure controls and procedures, internal control over financial reporting and changes in internal control over financial reporting referred to in those certifications. Those certifications should be read in conjunction with this Item 4 for a more complete understanding of the matters covered by the certifications.

Internal Control over Financial Reporting

(b)Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting refers to the process designed by, or under the supervision of, our CEO and CFO, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.US GAAP, and includes those policies and procedures that:

 

 1)pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;

 

 2)provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.US GAAP, and that our receipts and expenditures are being made only in accordance with the authorization of our management and directors; and

 

 3)provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of the end of the period covered by this report. In making this assessment, management used the framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO. The COSO framework summarizes each of the components of a company’s internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring.

Material Weaknesses and Remediation Initiatives

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management identifiedOur management has discussed the following material weaknesses during itsand other deficiencies with our Audit Committee and performed significant additional substantive review as described below where it identified material weaknesses to gain assurance that the financial statements as included herein are fairly stated in all material respects. During our assessment of our internal control over financial reporting as of the end of fiscal year 2007 and determined that such weaknesses continued to exist as of the end of the period covered by this report.report, management identified the following material weaknesses:

Control Activities

We had an entity level material weakness related to ineffective controls over the initiation, authorization, review, documentation and recording of the financial impact of material contracts. Specifically, we do not have a contract tracking system for material contracts entered into other than for purchase orders related to inventory commitments. This material weakness could impact selling, general and administrative expenses and capital expenditures.

As remediation initiative we have developed a process to review material contracts for appropriate financial statement treatment and disclosure and are in the process of implementing it. Specifically, in the first quarter 2009 we have reviewed material contracts related to new real estate leases, real estate lease amendments, and website and information systems to adequately account for their financial impact.

Monitoring

We had an entity level material weakness related to insufficient oversight procedures performed by management of our internal controls. We did not maintain processes to verify that internal controls over financial reporting and regulatory filings were performed correctly or in a timely and consistent basis.

As remediation initiative in the first quarter 2009, we continued self testing and evaluation by process owners that was initiated in 2008. When a result of this conclusion, management performed significant additional substantive review of those areas described above where it identified material weaknesses to gain assurance thatdeficiency was discovered, we followed up with the financial statements as included herein are fairly stated in all material respects.parties involved and monitored corrective action and confirmed the control has been corrected and updated.

 

(c)Management’s Remediation Initiatives

We continue to evaluate the deficiencies that were identified in 2007. We continue to remediate the remaining deficiencies.

To facilitate some of the improvements in the internal control environment, we continue to implement a new ERP system. This new ERP system should replace the majority of our existing legacy systems. We expect the new system to allow us to leverage more automated controls which will help remediate some of the deficiencies.

Our management has discussed the material weaknesses described above and other deficiencies with our Audit Committee. In an effort to remediate the identified material weaknesses and other deficiencies, we have initiated and/or taken action to remediate material weaknesses related to the following areas:

Control Activities

We are continuing to develop a process to emphasize the importance of internal controls and verify that all process owners are involved with performance of internal controls. We continue to provide training to all process owners on the appropriate requirements to document and perform internal control procedures.

We are continuing to develop a process whereby, on a periodic basis, process owners will perform self-assessment testing and report results to management. Periodic independent testing also will be performed to evaluate the adequacy of design and effectiveness of internal control procedures.

We have developed a process to review material contracts for appropriate financial statement treatment and disclosure and are in the process of implementing it.

Monitoring

We are implementing formal policies and procedures over performance of internal controls, including monitoring functions. We are performing a top-down risk-based approach to identify those accounts, financial statement assertions, business processes and locations which have a higher likelihood of resulting in a material misstatement to our financial statements and to accordingly adjust the nature, timing and extent of control monitoring efforts.

We have tasked an internal resource to monitor compliance with internal control requirements, including the performance of self-testing by process owners. During this quarter, we began monitoring compliance with internal control requirements, which included self-testing.

(d)(b)        Changes in Internal Control over Financial Reporting

We installed a new point of sales system at our outlet on July 27, 2008 that was also installed at our new DWR:Tools for Living stores. Other than these implementations, the improvements in our control environment overduring the last thirteen weeksfirst quarter 2009 and the internal control implementation currently underway as discussed above, there have been no changes in our internal control over financial reporting during our fiscalthe first quarter ended September 27, 20082009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

 

Item 1.Legal Proceedings

None.

 

Item 1A.Risk Factors

In addition to the other information set forth in this report, you should carefully consider the factors described below, as well as those discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007,January 3, 2009, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks and uncertainties facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

Our business depends, in part, on factors affecting consumer spending that are not within our control.control and if current sales and margin trends are below our forecast, we may not be able to generate enough liquidity to sustain significant ongoing operating losses and continue operating as a going concern.

Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, turmoil in the credit markets, disposable consumer income, levels of employment, salaries and wage rates, consumer confidence, recession and fears of recession, stock market volatility, war and fears of war, acts of terrorism, inclement weather, consumer debt, interest rates, sales tax rates and rate increases, inflation, and consumer perceptions of personal well-being and security generally. The purchase of our products by customers is discretionary, and therefore highly dependent upon the level of consumer spending, particularly among affluent customers. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, thus reducing our net sales and adversely affecting our operating results.spending. The recent downturn in the housing market, increases in energy prices, the turmoil in the credit markets, the decrease in consumer confidence and uncertainties in general economic conditions including the possibility of acurrent recession, mayhave adversely affectaffected our sales. In addition, fewer customers may shopare shopping at our studios, our website or through the catalog. AnyNet sales decreased $12,838,000, or 27.4%, in the first quarter 2009 from the first quarter 2008. The decrease in the combined net sales of our three sales points (studio, online and phone) is related to a decrease in the number of units of merchandise shipped by 5%, a decrease in prices due to an increase in promotional discounts and a change in product mix to a relative higher volume of lower priced DWR:Tools for Living merchandise. The average revenue per unit of product sold decreased by 23%. All of these factors would likely cause usare attributed to delay or slowthe impact of the unfavorable economy.

In response to lower sales following the economic downturn and resulting losses from operations in 2008, we undertook several initiatives to lower our expansion plans, resultexpenses to better match the forecasted reduction in lower net salesrevenues and hamper our ability to raise prices in line with costs and also could result in excess inventories, which could, in turn, lead to increased merchandise markdowns, promotional expenses and impairment charges, adversely affecting our profitability. In addition, promotional and/or prolonged periods of deep discount pricing by our competitors could have a material adverse effect on our business.

Recent turmoilimprove liquidity in the credit marketsfourth quarter 2008 and the financial services industry may negatively impact our business, resultsfirst quarter 2009. We have restructured certain real estate lease contracts, reduced marketing and catalog expenses primarily by reducing the number of operations, financial condition, liquidity or market price of our common stock.

Recently, general worldwide economic conditions have experienced a downturn due to the sequential effects of the subprime lending crisis, general credit market crisis, collateral effects on the finance and banking industries, volatile energy costs, concerns about inflation, slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending. We cannot predict the timing or duration of any economic slowdown or the timing or strength of a subsequent economic recovery, worldwide or in the retail industry, specifically. While the ultimate outcome of these events cannot be predicted, they may have a material adverse effect on our liquidity and financial condition if our ability to borrow money to finance our operations from our existing lenders under our loan agreements or obtain credit under our revolving line of credit were to be impaired. The recent economic crisis could adversely impact our customers’ discretionary spending. Because consumer purchases of discretionary items, such as our products, tend to decline during recessionary periods, when disposable income is lower, our sales have been and will continue to be adversely affected by the downturn in economic conditions. Additionally, our stock price could decrease if investors have concerns that our business, financial condition and results of operations will be negatively impacted by a worldwide macroeconomic downturn.

We are subject to various risks and uncertainties that might affect our ability to procure quality merchandise from our vendors or receive favorable payment terms from our vendors.

Our performance depends on our ability to procure quality merchandise from our vendors. Our vendors are subject to certain risks, including availability of raw materials, labor disputes, union organizing activity, inclement weather, natural disasters, and general economic and political conditions that might limit their ability to provide us with quality merchandise on a timely basis. For these or other reasons, one or more of our vendors might not adhere to our quality control standards, and we might not identify the deficiency before merchandise is shipped to us or our customers. Our vendors’ failure to manufacture or import quality merchandise could reduce our net sales, damage our reputation and have an adverse effect on our financial condition. In addition, the global credit crisis may affect the liquidity and viability of our vendors and may cause them to provide less favorable payment terms. Any such changes could require us to seek different vendors from which to purchase products and could require us to borrow additional funds under our revolving credit line to finance the purchase of our products.

We may need additional financing and may not be able to obtain additional financing on favorable terms or at all, which could increase our costs, limit our ability to grow and dilute the ownership interests of existing stockholders.

On February 2, 2007, we entered into a Loan, Guaranty and Security Agreement with Wells Fargo Retail Finance, LLC (the “Loan Agreement”) which replaced the loan with Wells Fargo HSBC Trade Bank, N.A. The Loan Agreement expires on February 2, 2012 and provides for an initial overall credit line up to $20.0 million, which may be increased to $25.0 million at our option, provided we are not in default on the Loan Agreement. The Loan Agreement consists of a revolving credit line and letters of credit up to $5.0 million. The amount we may borrow at any time under the Loan Agreement is based upon a percentage of eligible inventory and accounts receivable less certain reserves. Borrowings are secured by the right, title and interest to all of our personal property, including equipment, fixtures, general intangibles, intellectual property and inventory. The Loan Agreement contains various restrictive covenants, including minimum availability, which is the amount we may borrow under the Loan Agreement, less certain outstanding obligations, plus certain cash and cash equivalents, limitations on indebtedness, limitations on subordinated indebtedness and limitations on the amount of capital expenditures we may incur in any fiscal year. The current disruptions in the capital markets have caused banks and other credit providers to restrict availability of new credit facilities and require more collateral and higher pricing upon renewal or increase of existing credit facilities, if such facilities are renewed at all.

Other than the Loan Agreement, we do not have any significant available credit, bank financing or other external sources of liquidity. We may need to raise additional capital in the future to fund our working capital requirements, open additional studios, to facilitate long-term expansion, to respond to competitive pressures or to respond to unanticipated financial requirements. The amount of financing that we will require for these efforts will vary depending on our financial results, our ability to generate cash from internal operations,planned catalog mailings and the number of pages per catalog, delayed implementation of a new ERP system, renegotiated certain support contracts related to software maintenance and speedtelecommunications, and lowered outside contractor fees as well as headcount in all areas of the Company. We reduced expenses by approximately $3 million in the first quarter 2009 and expect reduced expenses of approximately $15 million in the remainder of 2009 from the prior comparable periods in 2008. We also reduced inventory levels significantly from year-end 2008 levels to generate additional liquidity. However, if we fail to generate sales and margins at which we openlevels currently forecasted or do not obtain additional studios. Theredebt or equity financing, it is no assuranceunlikely that we will be able to raisemaintain sufficient liquidity to continue as a going concern.

Wells Fargo may demand repayment of the additional capital required to meet our objectives. Our access to additional financing will depend on a variety of factors such as market conditions, the general availabilityline of credit or take assets secured by our borrowing.

We are currently in compliance with all of our debt covenants. If Wells Fargo increases reserves or reduces the volumeadvance rate due on our credit line by a material amount and we are unable to reduce outstanding borrowings to the reduced level of trading activities,availability, or an event of default occurs, there can be no assurance that Wells Fargo will not demand repayment of the overall availabilityline of credit toor take assets secured by our industry, our credit ratings and credit capacity, as well as the possibility that customers or lenders could develop a negative perception of our long- or short-term financial prospects. Our financial circumstances at the time of any future financing transaction may make the terms, conditions and cost of any available capital relatively unfavorable. If additional debt or equity capital is not readily available, we will be forced to scale back, or fail to address opportunities for expansion or enhancement of, our operations.borrowing.

Our process of exploring strategic alternatives may not be successful.

In February 2009, we announced the engagement of Thomas Weisel Partners LLC, an investment banking firm, to assist in the review of strategic alternatives, including advice related to an unsolicited offer we recently received. In the review process, an independent committee of the board has been and will continue to consider a full range of possible alternatives, including, among other things, a possible sale, merger, strategic partnership or refinancing. We currently have no commitments or agreements with respect to any particular transaction, and there can be no assurance that our review of strategic alternatives will result in any transaction.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

None.

 

Item 3.Defaults Upon Senior Securities

None.

 

Item 4.Submission of Matters to a Vote of Security Holders

None.

A.Our Annual Meeting of stockholders was held on August 5, 2008 (the “Annual Meeting”).

 

B.At the Annual Meeting, stockholders voted on three matters: (i) the election of three Directors for a term of three years expiring in 2011; (ii) the approval of an amendment to the Amended and Restated 2004 Equity Incentive Award Plan to increase the number of shares issuable under the plan by 900,000 shares to 3,000,000 shares; and (iii) the ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending January 3, 2008. The stockholders approved all matters, and the voting results were as follows:

I.Election of three Directors:

John Hansen

  For  13,843,844    Withheld  69,420

Hilary Billings

  For  13,499,175    Withheld  414,089

James Peters

  For  13,847,943    Withheld  65,321

II.Amendment to the Amended and Restated 2004 Equity Incentive Award Plan to increase the number of shares issuable under the plan by 900,000 shares to 3,000,000 shares:

For    4,790,697

Against    2,677,636Abstain    359,618Broker non-votes    6,085,313

III.Ratification of the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 29, 2007:

For        13,893,876

Against        15,229Abstain        4,159

Item 5.Other Information

None.

Item 6.Exhibits

 

Exhibit

Number

 

Exhibit Title

3.01(1) Amended and Restated Certificate of Incorporation
3.02(2) Amended and Restated Bylaws
3.03(3)4.01(3) Certificate of Designations for Series A Junior Participating Preferred Stock of Design Within Reach, Inc.
4.01(3)4.02(3) Form of Specimen Common Stock Certificate
4.02(3)4.03(3) Rights Agreement, dated as of May 23, 2006, among Design Within Reach, Inc. and American Stock Transfer and Trust Company, N.A., as Rights Agent, including the form of Certificate of Designations of the Series A Junior Participating Preferred Stock of Design Within Reach, Inc. as Exhibit A, the form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Shares as Exhibit C
4.03(4)4.04(4) First Amendment dated December 13, 2007 to Rights Agreement dated May 23, 2006 between Design Within Reach, Inc. and American Stock Transfer and Trust Company
4.05(5)Second Amendment dated February 12, 2009 to Rights Agreement dated May 23, 2006 between Design Within Reach, Inc. and American Stock Transfer and Trust Company
4.05(6)Third Amendment dated April 30, 2009 to Rights Agreement dated May 23, 2006 between Design Within Reach, Inc. and American Stock Transfer and Trust Company
10.1(7)First Amendment to Loan Guaranty and Security Agreement among Design Within Reach, Inc., the Lenders thereto and Wells Fargo Retail, Finance, LLC, as Administrative Agent, dated as of March 18, 2009
31.1 Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934
32* Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(1) 

Incorporated by reference to the Registration Statement on Form S-1 (No. 333-113903) filed on March 24, 2004, as amended.

(2) 

Incorporated by reference to Amendment No. 2 to Registration Statement on Form S-1 (No. 333-113903) filed on June 1, 2004, as amended.

(3) 

Incorporated by reference to Design Within Reach’s Current Report on Form 8-K filed on May 25, 2006.

(4) 

Incorporated by reference to Design Within Reach’s Current Report on Form 8-K filed on December 14, 2007.

(5)

Incorporated by reference to Design Within Reach’s Current Report on Form 8-K filed on February 13, 2009.

(6)

Incorporated by reference to Design Within Reach’s Current Report on Form 8-K filed on May 1, 2009.

(7)

Incorporated by reference to Design Within Reach’s Current Report on Form 8-K filed on March 23, 2009.

 

*These certifications are being furnished solely to accompany this quarterly report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Design Within Reach, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SIGNATURES

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.

 

Dated: November 6, 2008

May 18, 2009
 DESIGN WITHIN REACH, INC.
 /s/ John D. HellmannTheodore R. Upland III
 John D. HellmannTheodore R. Upland III
 Vice President, Chief Financial Officer and Secretary
 (AuthorizedPrincipal Financial Officer and Principal FinancialDuly Authorized Officer)

 

3327