Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Feb. 03, 2018 | Mar. 23, 2018 | Jul. 28, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 3, 2018 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RH | ||
Entity Registrant Name | RH | ||
Entity Central Index Key | 1,528,849 | ||
Current Fiscal Year End Date | --02-03 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 21,518,618 | ||
Entity Public Float | $ 1,303,469,078 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 17,907 | $ 87,023 |
Short-term investments | 142,677 | |
Accounts receivable—net | 31,412 | 34,191 |
Merchandise inventories | 527,026 | 752,304 |
Asset held for sale | 4,900 | |
Prepaid expense and other current assets | 68,585 | 117,162 |
Total current assets | 644,930 | 1,138,257 |
Long-term investments | 33,212 | |
Property and equipment—net | 800,698 | 682,056 |
Goodwill | 141,893 | 173,603 |
Trademarks and domain names | 100,663 | 100,624 |
Other intangible assets—net | 39 | 133 |
Deferred tax assets | 23,311 | 28,466 |
Other non-current assets | 21,332 | 36,169 |
Total assets | 1,732,866 | 2,192,520 |
Current liabilities: | ||
Accounts payable and accrued expenses | 318,765 | 226,980 |
Deferred revenue and customer deposits | 149,404 | 145,918 |
Other current liabilities | 51,166 | 43,271 |
Total current liabilities | 519,335 | 416,169 |
Asset based credit facility | 279,469 | |
Term loan—net | 79,499 | |
Financing obligations under build-to-suit lease transactions | 229,323 | 203,015 |
Deferred rent and lease incentives | 54,983 | 60,439 |
Other non-current obligations | 76,367 | 44,684 |
Total liabilities | 1,740,202 | 1,272,651 |
Commitments and contingencies (Note 19) | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of February 3, 2018 and January 28, 2017 | ||
Common stock, $0.0001 par value per share, 180,000,000 shares authorized, 41,737,470 shares issued and 21,517,338 shares outstanding as of February 3, 2018; 41,123,521 shares issued and 40,828,633 shares outstanding as of January 28, 2017 | 2 | 4 |
Additional paid-in capital | 860,288 | 790,866 |
Accumulated other comprehensive loss | (171) | (1,692) |
Retained earnings | 152,394 | 150,214 |
Treasury stock—at cost, 20,220,132 shares as of February 3, 2018 and 294,888 shares as of January 28, 2017 | (1,019,849) | (19,523) |
Total stockholders’ equity (deficit) | (7,336) | 919,869 |
Total liabilities and stockholders’ equity (deficit) | 1,732,866 | 2,192,520 |
Asset Based Credit Facility [Member] | ||
Current liabilities: | ||
Asset based credit facility | 199,970 | |
Convertible Senior Notes Due 2019 [Member] | ||
Current liabilities: | ||
Convertible senior notes due-net | 327,731 | 312,379 |
Convertible Senior Notes Due 2020 [Member] | ||
Current liabilities: | ||
Convertible senior notes due-net | $ 252,994 | $ 235,965 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 03, 2018 | Jan. 28, 2017 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares issued | 41,737,470 | 41,123,521 |
Common stock, shares outstanding | 21,517,338 | 40,828,633 |
Treasury stock, shares | 20,220,132 | 294,888 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Income Statement [Abstract] | |||
Net revenues | $ 2,440,174 | $ 2,134,871 | $ 2,109,006 |
Cost of goods sold | 1,591,107 | 1,455,084 | 1,356,314 |
Gross profit | 849,067 | 679,787 | 752,692 |
Selling, general and administrative expenses | 717,766 | 626,751 | 567,131 |
Income from operations | 131,301 | 53,036 | 185,561 |
Other expenses | |||
Interest expense—net | 62,570 | 44,482 | 35,677 |
Goodwill impairment | 33,700 | ||
Loss on extinguishment of debt | 4,880 | ||
Total other expenses | 101,150 | 44,482 | 35,677 |
Income before income taxes | 30,151 | 8,554 | 149,884 |
Income tax expense | 27,971 | 3,153 | 58,781 |
Net income | $ 2,180 | $ 5,401 | $ 91,103 |
Weighted-average shares used in computing basic net income per share | 27,053,616 | 40,691,483 | 40,190,448 |
Basic net income per share | $ 0.08 | $ 0.13 | $ 2.27 |
Weighted-average shares used in computing diluted net income per share | 29,253,208 | 40,926,840 | 42,256,559 |
Diluted net income per share | $ 0.07 | $ 0.13 | $ 2.16 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 2,180 | $ 5,401 | $ 91,103 |
Net gains (losses) from foreign currency translation | 1,510 | 1,003 | (2,164) |
Net unrealized holding gains (losses) on available-for-sale investments | 11 | 5 | (34) |
Total comprehensive income | $ 3,701 | $ 6,409 | $ 88,905 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings | Treasury Stock [Member] |
Balances at Jan. 31, 2015 | $ 702,916 | $ 4 | $ 668,989 | $ (502) | $ 53,710 | $ (19,285) |
Balances, shares at Jan. 31, 2015 | 39,892,540 | 292,263 | ||||
Stock-based compensation | 24,223 | 24,223 | ||||
Issuance of restricted stock | 0 | $ 0 | 0 | 0 | 0 | $ 0 |
Issuance of restricted stock, Shares | 6,535 | |||||
Vested and delivered restricted stock units | (4,863) | (4,863) | ||||
Vested and delivered restricted stock units, Shares | 78,769 | |||||
Exercise of stock options—including tax benefit | 35,885 | 35,885 | ||||
Exercise of stock options-including tax benefit, Shares | 608,056 | |||||
Repurchases of common stock | $ (238) | $ (238) | ||||
Repurchases of common stock, Shares | (2,625) | (2,625) | 2,625 | |||
Equity component value of convertible note issuance-net | $ 77,192 | 77,192 | ||||
Sale of common stock warrant | 30,390 | 30,390 | ||||
Purchase of convertible note hedge | (68,250) | (68,250) | ||||
Net income | 91,103 | 91,103 | ||||
Net gains (losses) from foreign currency translation | (2,164) | (2,164) | ||||
Net unrealized holding gains (losses) on investments | (34) | (34) | ||||
Balances at Jan. 30, 2016 | 886,160 | $ 4 | 763,566 | (2,700) | 144,813 | $ (19,523) |
Balances, shares at Jan. 30, 2016 | 40,583,275 | 294,888 | ||||
Stock-based compensation | 28,930 | 28,930 | ||||
Issuance of restricted stock | 0 | $ 0 | 0 | 0 | 0 | $ 0 |
Issuance of restricted stock, Shares | 33,555 | |||||
Vested and delivered restricted stock units | (1,531) | (1,531) | ||||
Vested and delivered restricted stock units, Shares | 88,538 | |||||
Exercise of stock options—including tax benefit | (99) | (99) | ||||
Exercise of stock options-including tax benefit, Shares | 123,265 | |||||
Net income | 5,401 | 5,401 | ||||
Net gains (losses) from foreign currency translation | 1,003 | 1,003 | ||||
Net unrealized holding gains (losses) on investments | 5 | 5 | ||||
Balances at Jan. 28, 2017 | 919,869 | $ 4 | 790,866 | (1,692) | 150,214 | $ (19,523) |
Balances, shares at Jan. 28, 2017 | 40,828,633 | 294,888 | ||||
Stock-based compensation | 50,283 | 50,283 | ||||
Issuance of restricted stock, Shares | 15,631 | |||||
Vested and delivered restricted stock units | (4,504) | (4,504) | ||||
Vested and delivered restricted stock units, Shares | 197,660 | |||||
Exercise of stock options—including tax benefit | 23,643 | 23,643 | ||||
Exercise of stock options-including tax benefit, Shares | 695,546 | |||||
Repurchases of common stock | (1,000,328) | $ (2) | $ (1,000,326) | |||
Repurchases of common stock, Shares | (20,220,132) | 20,220,132 | ||||
Retirement of treasury stock, Shares | (294,888) | |||||
Net income | 2,180 | 2,180 | ||||
Net gains (losses) from foreign currency translation | 1,510 | 1,510 | ||||
Net unrealized holding gains (losses) on investments | 11 | 11 | ||||
Balances at Feb. 03, 2018 | $ (7,336) | $ 2 | $ 860,288 | $ (171) | $ 152,394 | $ (1,019,849) |
Balances, shares at Feb. 03, 2018 | 21,517,338 | 20,220,132 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net income | $ 2,180 | $ 5,401 | $ 91,103 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 70,135 | 56,995 | 44,595 |
Goodwill impairment | 33,700 | ||
Assets impairments and lease losses | 6,481 | 17,137 | |
Product recalls | 7,707 | 4,615 | |
Net non-cash charges resulting from inventory step-up | 2,527 | 6,835 | |
Amortization of purchase premiums and accretion of purchases discount—net | 99 | 1,022 | 1,166 |
Amortization of debt discount | 30,457 | 28,822 | 22,114 |
Excess tax (benefit) shortfall from exercise of stock options | 3,288 | (10,443) | |
Stock-based compensation expense | 50,709 | 29,214 | 24,223 |
Non-cash loss on extinguishment of debt | 1,880 | ||
Deferred income taxes | 6,572 | (221) | (6,011) |
Other non-cash interest expense | 5,325 | 3,121 | 2,473 |
Change in assets and liabilities—net of acquisition: | |||
Accounts receivable | 2,758 | 588 | (2,629) |
Merchandise inventories | 220,767 | (4,304) | (166,505) |
Prepaid expense and other assets | 45,537 | (36,889) | 10,817 |
Accounts payable and accrued expenses | 64,460 | (50,307) | 29,196 |
Deferred revenue and customer deposits | 3,366 | 23,977 | 33,213 |
Other current liabilities | 680 | (23,820) | 39,580 |
Deferred rent and lease incentives | 1,059 | 4,662 | 13,597 |
Other non-current obligations | (1,297) | 8,709 | 215 |
Net cash provided by operating activities | 555,102 | 78,845 | 126,704 |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Capital expenditures | (112,455) | (157,644) | (119,461) |
Acquisition of buildings and land | (13,999) | ||
Construction related deposits | (14,387) | (23,380) | (20,049) |
Purchase of trademarks and domain names | (39) | (322) | (339) |
Proceeds from sale of assets held for sale—net | 15,123 | ||
Purchase of investments | (16,109) | (248,485) | (217,379) |
Maturities of investments | 46,890 | 187,338 | 143,830 |
Sales of investments | 145,020 | 37,096 | |
Acquisition of business—net of cash acquired | (116,100) | ||
Net cash provided by (used in) investing activities | 64,043 | (321,497) | (227,397) |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowing under promissory and equipment security notes | 34,000 | ||
Repayments under promissory and equipment security notes | (2,319) | ||
Proceeds from issuance of convertible senior notes | 296,250 | ||
Proceeds from issuance of warrants | 30,390 | ||
Purchase of convertible note hedges | (68,250) | ||
Debt issuance costs | (8,298) | (2,382) | |
Repurchases of common stock—including commissions | (1,000,326) | ||
Payments on build-to-suit lease transactions | (10,200) | ||
Proceeds from exercise of stock options | 24,896 | 3,261 | 25,606 |
Excess tax benefit (shortfall) from exercise of stock options | (3,288) | 10,443 | |
Tax withholdings related to issuance of stock-based awards | (5,759) | (1,603) | (5,027) |
Other financing activities | (377) | (611) | (248) |
Net cash provided by (used in) financing activities | (688,413) | (2,241) | 286,782 |
Effects of foreign currency exchange rate translation | 152 | 449 | (308) |
Net increase (decrease) in cash and cash equivalents | (69,116) | (244,444) | 185,781 |
Cash and cash equivalents | |||
Beginning of period | 87,023 | 331,467 | 145,686 |
End of period | 17,907 | 87,023 | 331,467 |
Cash paid for interest | 28,180 | 16,615 | 13,369 |
Cash paid for taxes | 4,025 | 48,464 | 29,135 |
Non-cash transactions: | |||
Property and equipment additions due to build-to-suit lease transactions | 35,386 | 55,991 | 96,323 |
Property and equipment reduction due to effected sale leaseback | (74,855) | ||
Property and equipment additions from use of construction related deposits | 35,024 | 10,720 | 13,915 |
Property and equipment additions in accounts payable and accrued expenses at period-end | 25,182 | 9,201 | 12,108 |
Property and equipment acquired under capital lease | 847 | $ 16 | 88 |
Issuance of non-current notes payable related to share repurchases from former employees | 238 | ||
Asset Based Credit Facility [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowing | 600,000 | ||
Repayments | (400,030) | ||
Term Loan [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Borrowing | 180,000 | ||
Repayments | $ (100,000) | ||
Trademarks and Domain Names [Member] | |||
Non-cash transactions: | |||
Property and equipment additions in accounts payable and accrued expenses at period-end | $ 107 |
Nature of Business
Nature of Business | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Nature of Business | NOTE 1—NATURE OF BUSINESS RH, a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is a luxury home furnishings retailer that offers a growing number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, tableware, and child and teen furnishings. These products are sold through the Company’s stores, catalogs and websites. On May 27, 2016, the Company acquired a controlling interest in Design Investors WW Acquisition Company, LLC, which owns the business operating under the name “Waterworks.” Refer to Note 4— Business Combination As of February 3, 2018, the Company operated a total of 83 retail Galleries and 32 outlet stores in 32 states, the District of Columbia and Canada, and includes 15 Waterworks Showrooms in the United States and in the U.K., and had sourcing operations in Shanghai and Hong Kong. |
Organization
Organization | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Organization | NOTE 2—ORGANIZATION The Company was formed on August 18, 2011 and capitalized on September 2, 2011 as a holding company for the purposes of facilitating an initial public offering of common equity and was at such time a direct subsidiary of Home Holdings, LLC, a Delaware limited liability company (“Home Holdings”). On November 1, 2012, the Company acquired all of the outstanding shares of capital stock of Restoration Hardware, Inc., a Delaware corporation, and Restoration Hardware, Inc. became a direct, wholly owned subsidiary of the Company. Restoration Hardware, Inc. was a direct, wholly owned subsidiary of Home Holdings LLC, a Delaware limited liability company (“Home Holdings”) prior to the Company’s initial public offering. Outstanding units issued by Home Holdings under its equity compensation plan, referred to as the Team Resto Ownership Plan, were replaced with common stock of the Company at the time of its initial public offering. These transactions are referred to as the “Reorganization.” On November 7, 2012, the Company completed its initial public offering. On December 15, 2016, Restoration Hardware Holdings, Inc. filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to change its name to “RH,” effective January 1, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | NOTE 3—SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process. Fiscal Years The Company’s fiscal year ends on the Saturday closest to January 31. As a result, the Company’s fiscal year may include 53 weeks. The fiscal year ended February 3, 2018 (“fiscal 2017”) consisted of 53 weeks. The fiscal years ended January 28, 2017 (“fiscal 2016”), and January 30, 2016 (“fiscal 2015”) each consisted of 52 weeks. Use of Accounting Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. Investments All of the Company’s investments are classified as available-for-sale and are carried at fair value. The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, government agency obligations and guaranteed obligations of the U.S. government, all of which are subject to minimal credit and market risks. Investments that have an original maturity of 91 days or more at the date of purchase and a current maturity of less than one year are classified as short-term investments, while investments with a current maturity of more than one year are classified as long-term investments. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. The cost of available-for-sale marketable securities sold is based on the specific identification method. Unrealized holding gains and losses, net of tax, are recorded in accumulated other comprehensive loss on the consolidated statements of stockholders’ equity (deficit) until realized. Realized gains and losses, interest income, dividends, and amortization and accretion of purchase premiums and discounts on investments are included in interest expense on the consolidated statements of income. Total interest income on investments was $0.3 million, $2.3 million and $1.5 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Total accretion of purchase discounts on investments was $0.1 million, $0.3 million, and $0.1 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Total amortization of purchase premiums on investments was $0.1 million, $1.3 million and $1.2 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Realized gains and losses were not material in fiscal 2017, fiscal 2016 and fiscal 2015. The Company has not recorded any dividends. Concentration of Credit Risk The Company maintains its cash and cash equivalent accounts in financial institutions in both U.S. dollar and Canadian dollar denominations. Accounts at the U.S. institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 and accounts at the Canadian institutions are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 Canadian dollars. As of February 3, 2018 and January 28, 2017, and at various time throughout these fiscal years, the Company had cash in financial institutions in excess of the amount insured by the FDIC and CDIC. The Company performs ongoing evaluations of these institutions to limit its concentration of credit risk. Accounts Receivable Accounts receivable consist primarily of receivables from the Company’s credit card processors for sales transactions, receivables related to the Company’s contract business and other miscellaneous receivables. Accounts receivable is presented net of allowance for doubtful accounts, which is recorded on a specific identification basis. The allowance for doubtful accounts was $1.8 million and $2.4 million as of February 3, 2018 and January 28, 2017, respectively. Merchandise Inventories The Company’s merchandise inventories are comprised of finished goods and are carried at the lower of cost or market, with cost determined on a weighted-average cost method and market determined based on the estimated net realizable value. To determine if the value of inventory should be marked down below original cost, the Company considers current and anticipated demand, customer preference and the merchandise age. The inventory value is adjusted periodically to reflect current market conditions, which requires management judgments that may significantly affect the ending inventory valuation, as well as gross margin. The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage. The Company adjusts its inventory for obsolescence based on historical trends, aging reports, specific identification and its estimates of future retail sales prices. Reserves for shrinkage are estimated and recorded throughout the period as a percentage of shipped sales based on historical shrinkage results and current inventory levels. Actual shrinkage is recorded throughout the year based upon periodic cycle counts and the results of the Company’s annual physical inventory count. Actual inventory shrinkage and obsolescence can vary from estimates due to factors including the mix of the Company’s inventory (which ranges from large furniture to decorative accessories) and execution against loss prevention initiatives in the Company’s stores, distribution centers, off-site storage locations and with its third-party transportation providers. Due to these factors, the Company’s obsolescence and shrinkage reserves contain uncertainties. Both estimates have calculations that require management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. If actual obsolescence or shrinkage estimates change from the Company’s original estimates, the Company will adjust its inventory reserves accordingly throughout the period. Management does not believe that changes in the assumptions used in these estimates would have a significant effect on the Company’s net income or inventory balances. The Company’s inventory reserve balances were $31.4 million and $33.2 million as of February 3, 2018 and January 28, 2017, respectively. Product Recalls During fiscal 2017 and fiscal 2016, the Company initiated product recalls for certain of its products. In addition, in fiscal 2017, the Company adjusted the accrual related to certain product recalls initiated in fiscal 2016. The recall adjustments had the following effect on the Company’s income before taxes (in thousands) Year Ended February 3, January 28, 2018 2017 Reduction of net revenues $ 3,207 $ 3,441 Incremental cost of goods sold and inventory charges 4,315 535 Impact on gross profit 7,522 3,976 Incremental selling, general and administrative expenses 185 639 Impact on income before income taxes $ 7,707 $ 4,615 The product recall accrual as of February 3, 2018 and January 28, 2017 was $1.2 million and $4.3 million, respectively, and is included in other current liabilities on the consolidated balance sheets. Advertising Expenses Advertising expenses primarily represent the costs associated with the Company’s catalog mailings, as well as print and website marketing. Total advertising expense, which is recorded in selling, general and administrative expenses on the consolidated statements of income, was $106.6 million, $79.8 million, and $107.7 million in fiscal 2017, fiscal 2016, and fiscal 2015, respectively. Capitalized Catalog Costs Capitalized catalog costs consist primarily of third-party incremental direct costs to prepare, print and distribute Source Books. Such costs are capitalized and amortized over their expected period of future benefit. Such amortization is based upon the ratio of actual revenues to the total of actual and estimated future revenues on an individual Source Book basis. Estimated future revenues are based upon various factors such as the total number of Source Books and pages circulated, the probability and magnitude of consumer response and the merchandise assortment offered. Each Source Book is generally fully amortized within a twelve-month period after they are mailed and the majority of the amortization occurs within the first five to nine months, with the exception of the Holiday Source Books, which are generally fully amortized within a three-month period after they are mailed. Capitalized catalog costs are evaluated for realizability on a regular basis by comparing the carrying amount associated with each Source Book to the estimated probable remaining future sales associated with that Source Book. The Company’s catalog amortization calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and the probability and magnitude of consumer response to certain Source Books and merchandise assortment offered. If actual revenues associated with the Company’s Source Books differ from its original estimates, the Company adjusts its catalog amortization schedules accordingly. Management does not believe that changes in the assumptions used in these estimates would have a significant effect on the Company’s net income as changes in the assumptions do not impact the total cost of the Source Books to be amortized. However, changes in the assumptions could impact the timing of the future catalog amortization expense recorded to the consolidated statements of income. The Company had $44.1 million and $61.3 million of capitalized catalog costs that are included in prepaid expense and other current assets on the consolidated balance sheets as of February 3, 2018, and January 28, 2017, respectively. Website and Print Advertising Website and print advertising expenses, which include e-commerce advertising, web creative content and direct marketing activities such as print media, radio and other media advertising, are expensed as incurred or upon the release of the content or the initial advertisement. Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method, generally using the following useful lives: Category of Property and Equipment Useful Life Building and building improvements 40 years Machinery, equipment and aircraft 3 to 10 years Furniture, fixtures and equipment 3 to 7 years Computer software 3 to 10 years The cost of leasehold improvements and lease acquisitions is amortized over the lesser of the useful life of the asset or the applicable lease term. The Company expenses all internal-use software costs incurred in the preliminary project stage and capitalizes certain direct costs associated with the development and purchase of internal-use software, including external costs of materials and services and internal payroll costs related to the software project, within property and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally between three and ten years. Interest is capitalized on construction in progress and software projects during the period in which expenditures have been made, activities are in progress to prepare the asset for its intended use and interest expense is being incurred. The Company capitalized interest of $3.3 million, $2.4 million and $2.3 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. During fiscal 2017, $2.5 million of the $3.3 million capitalized interest relates to the capitalization of non-cash interest associated with the amortization of the convertible senior notes debt discount. During fiscal 2016 and fiscal 2015, all of the $2.4 million and $2.3 million capitalized interest, respectively, relates to the capitalization of non-cash interest associated with the amortization of the convertible senior notes debt discount. Property and equipment acquired under non-cancelable leases, which meet the criteria of capital leases, are capitalized and amortized over the lesser of the useful life of the asset or the lease term. For buildings held under capital lease, unless the fair value of the land at lease inception exceeds 25% of the aggregate fair value of the leased land and building, rent payments under the leases are recognized using the effective interest method as a reduction of the capital lease obligation and interest expense. Pursuant to Accounting Standards Codification (“ASC”) 840— Leases (“ASC 840”) The land purchased by the Company is recorded at cost and is a non-depreciable asset. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. For further discussion regarding impairments refer to the “Impairment” accounting policy below. Intangible Assets Intangible assets reflect the value assigned to trademarks, domain names and the fair market value of the Company’s leases. The Company does not amortize trademarks and domain names as the Company defines the life of these assets as indefinite. Impairment Goodwill The Company evaluates goodwill annually to determine whether it is impaired or whenever events occur or circumstances change that would indicate that the fair value of a reporting unit is less than its carrying amount. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic product growth; a change in the Company’s market share; budget-to-actual performance and consistency of operating margins and capital expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel. The Company performs its annual goodwill impairment testing in the fourth fiscal quarter. Historically, through its fourth quarter ending January 28, 2017, the Company applied a two-step impairment test: in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill. In January 2017, the FASB issued Accounting Standards Update No. 2017-04—Intangibles—Goodwill and Other (Topic 350) The Company determines fair values using the discounted cash flow approach (“income approach”) or the market multiple valuation approach (“market approach”), when available and appropriate, or a combination of both. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time it performs the valuation. If multiple valuation methodologies are used, the results are weighted appropriately. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each respective reporting unit. Actual results may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to reporting units for which there are publicly traded companies that have the characteristics similar to the Company’s businesses. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. A reporting unit is an operating segment, or a business unit one level below that operating segment for which discrete financial information is prepared and regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company has deemed RH Segment and Waterworks to be the reporting units for which goodwill is independently tested, as these operating segments are the lowest level for which discrete financial information is prepared and regularly reviewed by the CODM. For the RH Segment reporting unit, during fiscal 2017, fiscal 2016 and fiscal 2015, the Company reviewed goodwill for impairment by assessing qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. Based on the qualitative tests performed in each fiscal year, the Company determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount for fiscal 2017, fiscal 2016 and fiscal 2015, and therefore the Company did not recognize goodwill impairment with respect to the RH Segment in any such fiscal year. During the fourth fiscal quarter of 2017, the Company conducted its annual strategic planning process. Based upon the outcome of this process, there were indicators that there could be an impairment of the Waterworks reporting unit. These indicators included (i) an updated long-range financial plan provided by the Waterworks segment management that indicated a reduction of revenues and EBITDA as compared to prior long-range financial plans, (ii) a review of the strategic initiatives of the Waterworks segment and (iii) the Waterworks segment not achieving revenue and operating income objectives compared to plans. In determining the Waterworks reporting unit estimated fair value using the income approach, the Company projected future cash flows based on management’s estimates and long-term plans and applied a discount rate based on a weighted average cost of capital. This analysis required the Company to make judgments about revenues, expenses, fixed asset and working capital requirements, the impact of updated tax legislation and other subjective inputs. In determining the Waterworks reporting unit estimated fair value using the market approach, the Company considered assumptions that its believes market participants would use in valuing the Waterworks reporting unit, including the application of a control premium. For purposes of this analysis, the Company weighted the results 80% towards the income approach and 20% towards the market approach. Based on the estimated fair value of the Waterworks reporting unit as of the assessment date, the Company recorded a $33.7 million non-cash impairment in the fourth quarter of fiscal 2017 to reduce the carrying value of goodwill in the Waterworks reporting unit. The remaining goodwill balance of the Waterworks reporting unit is $17.4 million as of February 3, 2018. Trademarks and Domain Names The Company annually evaluates whether trademarks and domain names continue to have an indefinite life. Trademarks and domain names are reviewed for impairment annually in the fourth quarter and may be reviewed more frequently if indicators of impairment are present. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. The Company qualitatively assesses indefinite-lived intangible asset impairment to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If trademarks and domain names are not qualitatively assessed or if trademarks and domain names are qualitatively assessed and it is determined it is not more likely than not that the asset’s fair value is greater than its carrying amount, an impairment review is performed by comparing the carrying value to the estimated fair value, determined using a discounted cash flow methodology. Factors used in the valuation of intangible assets with indefinite lives include, but are not limited to, management’s plans for future operations, brand initiatives, recent results of operations and projected future cash flows. For the RH Segment reporting unit, during fiscal 2017, fiscal 2016 and fiscal 2015, the Company qualitatively assessed indefinite-lived intangible asset for impairment and determine it was more likely than not that the fair value of the assets were greater than their carrying amounts. Based on the qualitative tests performed in each fiscal year, the Company did not perform quantitative impairment tests in any year. The Company has not recognized goodwill impairment for the RH Segment reporting unit. The Company did not recognize any impairment with respect to trademarks and domain names for the RH Segment reporting unit in fiscal 2017, fiscal 2016 or fiscal 2015. In connection with the goodwill impairment test performed for the Waterworks reporting unit in fiscal 2017, described above, the Company performed an impairment test on the trademarks allocated to the reporting unit which utilized the discounted cash flow methodology. Based on the quantitative impairment test performed, which resulted in fair value of the trademarks in excess of book value by approximately 26%, the Company concluded that the trademarks allocated to the Waterworks reporting unit were not impaired as of February 3, 2018. The Company did not recognize any impairment with respect to trademarks and domain names for the Waterworks reporting unit in fiscal 2017 or fiscal 2016. Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows related to the asset is less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset . The Company evaluates long-lived tangible assets at an individual gallery level, which is the lowest level at which independent cash flows can be identified. Since there is typically no active market for the Company’s long-lived tangible assets, the Company estimates fair values based on the expected future cash flows. The Company estimates future cash flows based on gallery-level historical results, current trends, and operating and cash flow projections. The Company’s estimates are subject to uncertainty and may be affected by a number of factors outside its control, including general economic conditions and the competitive environment. While the Company believes its estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring the Company to revise its estimates. The Company did not record impairment for long-lived tangible assets at the individual gallery level in fiscal 2017, fiscal 2016 or fiscal 2015. Due to certain distribution center closures and business line integrations in fiscal 2017 and fiscal 2016, the Company recorded impairment for certain corporate assets and other long-lived assets in fiscal 2017 and fiscal 2016, as discussed below under “Distribution Center Closures,” “Asset Held for Sale” and “RH Contemporary Art Impairment.” No additional impairment has been recorded for corporate assets and other long-lived assets in fiscal 2017, fiscal 2016 and fiscal 2015. Distribution Center Closures During the third quarter of fiscal 2017, the Company initiated a plan to close two of its distribution centers, one located in Mira Loma, CA and one located in Dallas, TX. The Mira Loma distribution center closure was finalized in November 2017 and the Dallas distribution center closure was finalized in January 2018, both of which occurred in the fourth quarter of fiscal 2017. As a result of the distribution center closures, the Company incurred restructuring related costs in the RH Segment, including loss on disposal of capitalized property and equipment and liability for lease losses of $2.1 million, as well as costs for employee termination benefits of $0.9 million. The total expense of $3.0 million was included in selling, general and administrative expenses on the consolidated statements of income, which represents the total charges expected to be incurred with the distribution center closures. As of February 3, 2018, the Company’s liability for lease losses associated with the distribution center closures, which is estimated as the net present value of the difference between lease payments and receipts under sublease agreements, was $2.6 million and is included in other non-current obligations on the consolidated balance sheets. Asset Held for Sale An asset is considered to be held for sale when all of the following criteria are met: • Management commits to a plan to sell the property; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The property is available for immediate sale in its present condition; • Actions required to complete the sale of the property have been initiated; • Sale of the asset is probable and the completed sale is expected to occur within one year; and • The property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the carrying value of the asset is recorded at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and the Company ceases depreciating the asset. During the fourth quarter of fiscal 2016, the Company committed to a plan to sell an aircraft, which resulted in a reclassification of such aircraft from property and equipment to asset held for sale on the consolidated balance sheets as of January 28, 2017. The Company performed an assessment and determined that based on management’s best estimate of the selling price of the aircraft as of January 28, 2017, it had an impairment of $4.8 million in fiscal 2016. Such impairment charge is included in selling, general and administrative expenses on the consolidated statements of income. In April 2017, the sale of the aircraft was completed for a purchase price of $5.2 million and the Company incurred additional costs of $0.3 million to dispose of the asset RH Contemporary Art Impairment During the fourth quarter of fiscal 2016, the Company initiated and executed a plan to integrate the RH Contemporary Art (“RHCA”) product line into the broader RH platform and no longer operates RHCA as a separate division. As a result, the Company incurred restructuring related costs in the RH Segment, including loss on disposal of capitalized property and equipment of $5.5 million, liability for lease losses of $3.2 million, inventory impairment of $2.7 million and other associated costs of $0.3 million. The Company did not incur any costs for employee termination benefits associated with the integration. The impact to cost of goods sold and selling, general and administrative expenses on the consolidated statements of income in fiscal 2016 was $1.1 million and $10.6 million, respectively. During the fourth quarter of fiscal 2017, the Company recorded expense of $4.4 million in the RH Segment related to the remeasurement of the liability for lease losses for RHCA resulting from an update to both the timing and the amount of future estimated lease related cash inflows based on present market conditions, which is included in selling, general and administrative expenses on the consolidated statements of income. As of February 3, 2018 and January 28, 2017, the Company’s liability for lease losses associated with the RHCA impairment, which is estimated as the net present value of the difference between lease payments and receipts under sublease agreements, was $7.1 million and $3.2 million, respectively, and is included in other non-current obligations on the consolidated balance sheets. The RHCA liability for lease losses fiscal 2017 activity was as follows ( in thousands Balance at beginning of fiscal year $ 3,188 Payments made under lease agreement (1,699 ) Payments received under sublease agreement 1,003 Remeasurement 4,417 Interest 191 Balance at end of fiscal year $ 7,100 Lease Accounting The Company leases stores, distribution facilities, office space and, less significantly, certain machinery and equipment. The Company classifies leases at the inception of the lease as a capital lease or an operating lease. Build-to-Suit Lease Transactions The Company is sometimes involved in the construction of leased stores, which, depending on the extent to which it is involved, the Company may be the “deemed owner” of the leased premises for accounting purposes during the construction period pursuant to upon commencement of the construction project, as property and equipment U pon completion of the construction project, the Company performs a sale-leaseback analysis to determine if it does not have any forms of “continuing involvement” and therefore can remove the assets and related liabilities from its consolidated balance sheets. If the assets and related liabilities cannot be removed from the Company’s consolidated balance sheets, the Company accounts for the transactions as a financing lease. These lease transactions are referred to as build-to-suit lease transactions. Rent expense relating to the land is recognized on a straight-line basis once construction begins, which is determined using the fair value of the leased land at construction commencement and the Company’s incremental borrowing rate. Once cash payments commence under the lease, all amounts in excess of land rent expense are recorded as a debt-service payment and are recognized as interest expense and a reduction of the financing obligation. Similar to capital leases, the expense recorded within the consolidated statements of income over the lease term is equal to the cash rent payments made under the lease. The primary difference in the consolidated statements of income between build-to-suit lease transactions and operating leases is the timing of recognition and the classification of expenses. Expenses related to operating leases are classified as rent expense compared to expenses related to build-to-suit lease transactions which are classified as a combination of rent expense, depreciation expense and interest expense. Operating and Capital Leases In a capital or an operating lease, the expected lease term begins with the date that the Company takes possession |
Business Combination
Business Combination | 12 Months Ended |
Feb. 03, 2018 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 4—BUSINESS COMBINATION On May 27, 2016, the Company acquired a controlling interest in Design Investors WW Acquisition Company, LLC, which owns the business operating under the name “Waterworks.” The purchase price of the acquisition was approximately $119.9 million consisting of $118.4 million funded with available cash and $1.5 million representing the fair value of rollover units. The rollover units, which are classified as a liability, are included in non-current liabilities on the consolidated balance sheets (refer to Note 16— Stock-Based Compensation The Company did not incur any acquisition-related costs during fiscal 2017. The Company recorded a purchase price allocation adjustment of $1.9 million during the first half of 2017. The adjustment primarily related to a subset of inventory acquired for which the Company completed a fair value analysis based on the facts and circumstances that existed as of the acquisition date. Subsequent to the acquisition date, only a small portion of such inventory had been sold and therefore the impact on the Company’s results of operations for historical periods since the acquisition was insignificant. The following table summarizes the purchase price allocation based on the estimated fair value of the acquired assets and assumed liabilities, prior to and after the purchase price allocation adjustments ( in thousands Purchase Price Final January 28, Allocation Purchase Price 2017 Adjustments Allocation Tangible assets acquired and liabilities assumed $ 18,615 $ (1,916 ) $ 16,699 Trademarks 52,100 — 52,100 Goodwill 49,229 1,916 51,145 Total $ 119,944 $ — $ 119,944 Any future changes to the purchase price will be recorded directly to the consolidated statements of income and will not impact the goodwill recorded as a result of the acquisition. Under purchase accounting rules, the Company valued the acquired finished goods inventory to fair value, which is defined as the estimated selling price less the sum of (a) costs of disposal and (b) a reasonable profit allowance for the Company’s selling effort. This valuation resulted in an increase in inventory carrying value of approximately $9.7 million for marketable inventory. Trademarks have been assigned an indefinite life and therefore are not subject to amortization. The goodwill is representative of the benefits and expected synergies from the integration of Waterworks products and Waterworks’ management and employees, which do not qualify for separate recognition as an intangible asset. A portion of the trademarks and goodwill are not deductible for tax purposes. Results of operations of Waterworks have been included in the Company’s consolidated statements of income since the May 27, 2016 acquisition date. Pro forma results of the acquired business have not been presented as the results were not considered material to the Company’s consolidated financial statements for all periods presented and would not have been material had the acquisition occurred at the beginning of fiscal 2016. |
Prepaid Expense and Other Asset
Prepaid Expense and Other Assets | 12 Months Ended |
Feb. 03, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Assets | NOTE 5—PREPAID EXPENSE AND OTHER ASSETS Prepaid expense and other current assets consist of the following ( in thousands February 3, January 28, 2018 2017 Capitalized catalog costs $ 44,122 $ 61,258 Vendor deposits 9,701 13,276 Federal tax receivable — 13,124 Prepaid expense and other current assets 14,762 29,504 Total prepaid expense and other current assets $ 68,585 $ 117,162 Other non-current assets consist of the following ( in thousands February 3, January 28, 2018 2017 Construction related deposits $ 7,407 $ 28,044 Other deposits 4,997 4,706 Deferred financing fees 4,446 1,530 Other non-current assets 4,482 1,889 Total other non-current assets $ 21,332 $ 36,169 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Feb. 03, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 6—PROPERTY AND EQUIPMENT Property and equipment consists of the following ( in thousands February 3, January 28, 2018 2017 Leasehold improvements (1) $ 556,443 $ 439,574 Computer software 130,890 120,051 Furniture, fixtures and equipment 81,469 73,730 Machinery, equipment and aircraft 52,757 50,979 Land 11,382 11,396 Building and building improvements 4,927 10,113 Build-to-suit property (2) 237,909 202,713 Building and equipment under capital leases 8,060 7,603 Total property and equipment 1,083,837 916,159 Less—accumulated depreciation and amortization (3) (283,139 ) (234,103 ) Total property and equipment—net $ 800,698 $ 682,056 (1) Leasehold improvements include construction in progress of $110.4 million and $68.4 million as of February 3, 2018 and January 28, 2017, respectively. (2) The Company capitalizes assets and records a corresponding non-current liability for build-to-suit lease transactions where it is considered the owner, for accounting purposes. Refer to “Lease Accounting” within Note 3— Significant Accounting Policies (3) Includes accumulated amortization related to equipment under capital leases of $2.1 million and $1.6 million as of February 3, 2018 and January 28, 2017, respectively. The Company recorded depreciation expense of $70.0 million, $56.9 million, and $44.2 million in fiscal 2017, fiscal 2016, and fiscal 2015, respectively. |
Goodwill and Trademarks and Dom
Goodwill and Trademarks and Domain Names | 12 Months Ended |
Feb. 03, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Trademarks and Domain Names | NOTE 7—GOODWILL AND TRADEMARKS AND DOMAIN NAMES The following sets forth the fiscal 2017 goodwill and trademarks and domain names activity for the RH Segment and Waterworks ( in thousands Purchase Price Foreign January 28, Allocation Currency February 3, 2017 Additions Adjustments (1) Impairment (2) Translation 2018 RH Segment Goodwill $ 124,374 $ — $ — $ — $ 74 $ 124,448 Trademarks and domain names 48,524 39 — — — 48,563 Waterworks (1) Goodwill 49,229 — 1,916 (33,700 ) — 17,445 Trademarks 52,100 — — — — 52,100 (1) The Company recorded goodwill and trademarks of $49.2 million and $52.1 million, respectively, in fiscal 2016 related to its acquisition of Waterworks. During fiscal 2017, Waterworks goodwill increased due to purchase price accounting adjustments. Refer to Note 4— Business Combination (2) Refer to “Impairment” within Note 3— Significant Accounting Policies |
Accounts Payable, Accrued Expen
Accounts Payable, Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Feb. 03, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable, Accrued Expenses and Other Current Liabilities | NOTE 8—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accounts payable and accrued expenses consist of the following ( in thousands February 3, January 28, 2018 2017 Accounts payable $ 195,313 $ 134,720 Accrued compensation 47,534 26,886 Accrued freight and duty 23,757 27,955 Accrued sales taxes 19,525 14,908 Accrued catalog costs 9,000 3,874 Accrued occupancy 8,612 8,137 Accrued professional fees 3,555 2,082 Other accrued expenses 11,469 8,418 Total accounts payable and accrued expenses $ 318,765 $ 226,980 Other current liabilities consist of the following ( in thousands February 3, January 28, 2018 2017 Unredeemed gift card and merchandise credit liability $ 24,138 $ 24,524 Allowance for sales returns 10,565 10,077 Current portion of non-current debt 6,033 — Federal and state tax payable 5,391 619 Product recall reserve 1,201 4,324 Other liabilities 3,838 3,727 Total other current liabilities $ 51,166 $ 43,271 |
Other Non-Current Obligations
Other Non-Current Obligations | 12 Months Ended |
Feb. 03, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Non-Current Obligations | NOTE 9—OTHER NON-CURRENT OBLIGATIONS Other non-current obligations consist of the following ( in thousands February 3, January 28, 2018 2017 Notes payable for share repurchases $ 19,390 $ 19,390 Equipment security notes (1) 13,864 — Promissory note (2) 11,627 — Lease loss liabilities 9,684 3,188 Capital lease obligations—non-current 7,509 7,242 Deferred contract incentive (3) 5,358 7,739 Unrecognized tax benefits 3,728 2,508 Rollover units and profit interests (4) 2,211 1,784 Other non-current obligations 2,996 2,833 Total other non-current obligations $ 76,367 $ 44,684 (1 ) Represents the non-current portion of equipment security notes secured by certain of the Company’s distribution center property and equipment. (2) Represents the non-current portion of a promissory note secured by the Company’s aircraft. (3) Represents the non-current portion of an incentive payment received in relation to a 5-year service agreement. The amount will be amortized over the term of the agreement. (4) Represents rollover units and profit interests associated with the acquisition of Waterworks. Refer to Note 16 — Stock-Based Compensation |
Convertible Senior Notes
Convertible Senior Notes | 12 Months Ended |
Feb. 03, 2018 | |
Debt Disclosure [Abstract] | |
Convertible Senior Notes | NOTE 10—CONVERTIBLE SENIOR NOTES 0.00% Convertible Senior Notes due 2020 In June 2015, the Company issued in a private offering $250 million principal amount of 0.00% convertible senior notes due 2020 and, in July 2015, the Company issued an additional $50 million principal amount pursuant to the exercise of the overallotment option granted to the initial purchasers as part of its June 2015 offering (collectively, the “2020 Notes”). The 2020 Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The 2020 Notes will mature on July 15, 2020, unless earlier purchased by the Company or converted. The 2020 Notes will not bear interest, except that the 2020 Notes will be subject to “special interest” in certain limited circumstances in the event of the failure of the Company to perform certain of its obligations under the indenture governing the 2020 Notes. The 2020 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are also considered “events of default” under the 2020 Notes, which may result in the acceleration of the maturity of the 2020 Notes, as described in the indenture governing the 2020 Notes. The 2020 Notes are guaranteed by the Company’s primary operating subsidiary, Restoration Hardware, Inc., as Guarantor. The guarantee is the unsecured obligation of the Guarantor and is subordinated to the Guarantor’s obligations from time to time with respect to its credit agreement and ranks equal in right of payment with respect to Guarantor’s other obligations. The initial conversion rate applicable to the 2020 Notes is 8.4656 shares of common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $118.13 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2020 Notes in connection with such make-whole fundamental change. Prior to March 15, 2020, the 2020 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2015, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of 2020 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. As of February 3, 2018, none of these conditions have occurred and, as a result, the 2020 Notes are not convertible as of February 3, 2018. On and after March 15, 2020, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2020 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2020 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $1,000. The Company may not redeem the 2020 Notes; however, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), holders may require the Company to purchase all or a portion of their 2020 Notes for cash at a price equal to 100% of the principal amount of the 2020 Notes to be purchased plus any accrued and unpaid special interest to, but excluding, the fundamental change purchase date. Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the 2020 Notes, the Company separated the 2020 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the 2020 Notes and the fair value of the liability component of the 2020 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 6.47% over the expected life of the 2020 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the debt issuance costs related to the issuance of the 2020 Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2020 Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity (deficit). Debt issuance costs related to the 2020 Notes were comprised of discounts upon original issuance of $3.8 million and third party offering costs of $2.3 million. Discounts and third party offering costs attributable to the liability component are recorded as a contra-liability and are presented net against the convertible senior notes due 2020 balance on the consolidated balance sheets. The Company recorded $1.0 million, $1.0 million and $0.6 million related to the amortization of debt issuance costs in fiscal 2017, fiscal 2016 and fiscal 2015, respectively, related to the 2020 Notes. The carrying values of the 2020 Notes, excluding the discounts upon original issuance and third party offering costs, are as follows ( in thousands February 3, January 28, 2018 2017 Liability component Principal $ 300,000 $ 300,000 Less: Debt discount (44,135 ) (60,124 ) Net carrying amount $ 255,865 $ 239,876 Equity component (1) $ 84,003 $ 84,003 (1) Included in additional paid-in capital on the consolidated balance sheets. The Company recorded interest expense of $16.0 million, $15.0 million and $8.9 million for the amortization of the debt discount related to the 2020 Notes during fiscal 2017, fiscal 2016 and fiscal 2015, respectively. 2020 Notes—Convertible Bond Hedge and Warrant Transactions In connection with the offering of the 2020 Notes in June 2015 and the exercise in full of the overallotment option in July 2015, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 2.5 million shares of its common stock at a price of approximately $118.13 per share. The total cost of the convertible note hedge transactions was $68.3 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 2.5 million shares of the Company’s common stock at a price of $189.00 per share. The warrants contain certain adjustment mechanisms whereby the total number of shares to be purchased under such warrants may be increased up to a cap of 5.1 million shares of common stock (which cap may also be subject to adjustment). The Company received $30.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual earnings dilution from the conversion of the 2020 Notes until the Company’s common stock is above approximately $189.00 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity (deficit), are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the consolidated balance sheets. The Company recorded a deferred tax liability of $32.8 million in connection with the debt discount associated with the 2020 Notes and recorded a deferred tax asset of $26.6 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in non-current deferred tax assets on the consolidated balance sheets. The provision for income taxes in fiscal 2017 included $1.1 million of income tax benefit as a result of the Tax Act for the provisional re-measurement of the deferred tax asset and liability related to the 2020 Notes for the reduction in the U.S. corporate income tax rate from 35% to 21%. 0.00% Convertible Senior Notes due 2019 On June 18, 2014, the Company issued $350 million principal amount of 0.00% convertible senior notes due 2019 (the “2019 Notes”) in a private offering. The 2019 Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The 2019 Notes will mature on June 15, 2019, unless earlier purchased by the Company or converted. The 2019 Notes will not bear interest, except that the 2019 Notes will be subject to “special interest” in certain limited circumstances in the event of the failure of the Company to perform certain of its obligations under the indenture governing the 2019 Notes. The 2019 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by the Company or any of its subsidiaries. Certain events are also considered “events of default” under the 2019 Notes, which may result in the acceleration of the maturity of the 2019 Notes, as described in the indenture governing the 2019 Notes. The initial conversion rate applicable to the 2019 Notes is 8.6143 shares of common stock per $1,000 principal amount of 2019 Notes, which is equivalent to an initial conversion price of approximately $116.09 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change,” the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2019 Notes in connection with such make-whole fundamental change. Prior to March 15, 2019, the 2019 Notes will be convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2014, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company’s common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the five consecutive business day period after any ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of 2019 Notes for such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. As of February 3, 2018, none of these conditions have occurred and, as a result, the 2019 Notes are not convertible as of February 3, 2018. On and after March 15, 2019, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2019 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2019 Notes will be settled, at the Company’s election, in cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period it will be deemed to have elected combination settlement with the specified dollar amount of $1,000. The Company may not redeem the 2019 Notes; however, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), holders may require the Company to purchase all or a portion of their 2019 Notes for cash at a price equal to 100% of the principal amount of the 2019 Notes to be purchased plus any accrued and unpaid special interest to, but excluding, the fundamental change purchase date. Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the 2019 Notes, the Company separated the 2019 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the 2019 Notes and the fair value of the liability component of the 2019 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 4.51% over the expected life of the 2019 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the debt issuance costs related to the issuance of the 2019 Notes, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2019 Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity (deficit). Debt issuance costs related to the 2019 Notes were comprised of discounts and commissions payable to the initial purchasers of $4.4 million and third party offering costs of $1.0 million. Discounts, commissions payable to the initial purchasers and third party offering costs attributable to the liability component were recorded as a contra-liability and are presented net against the convertible senior notes balance on the consolidated balance sheets. The Company recorded $0.9 million, $0.8 million and $0.8 million related to the amortization of debt issuance costs in fiscal 2017, fiscal 2016 and fiscal 2015, respectively, related to the 2019 Notes. The carrying values of the 2019 Notes, excluding the discounts and commissions payable to the initial purchasers and third party offering costs, are as follows ( in thousands February 3, January 28, 2018 2017 Liability component Principal $ 350,000 $ 350,000 Less: Debt discount (20,988 ) (35,457 ) Net carrying amount $ 329,012 $ 314,543 Equity component (1) $ 70,482 $ 70,482 (1) Included in additional paid-in capital on the consolidated balance sheets. The Company recorded interest expense of $14.5 million, $13.8 million and $13.2 million for the amortization of the debt discount related to the 2019 Notes in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. 2019 Notes—Convertible Bond Hedge and Warrant Transactions In connection with the offering of the 2019 Notes, the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 3.0 million shares of its common stock at a price of approximately $116.09 per share. The total cost of the convertible note hedge transactions was $73.3 million. In addition, the Company sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 3.0 million shares of the Company’s common stock at a price of $171.98 per share. The warrants contain certain adjustment mechanisms whereby the total number of shares to be purchased under such warrants may be increased up to a cap of 6.0 million shares of common stock (which cap may also be subject to adjustment). The Company received $40.4 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual dilution from the conversion of the 2019 Notes and to effectively increase the overall conversion price from $116.09 per share to $171.98 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity (deficit), are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to additional paid-in capital on the consolidated balance sheets. The Company recorded a deferred tax liability of $27.5 million in connection with the debt discount associated with the 2019 Notes and recorded a deferred tax asset of $28.6 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax assets are included in non-current deferred tax assets on the consolidated balance sheets. The provision for income taxes in fiscal 2017 included $0.1 million of income tax expense as a result of the Tax Act for the provisional re-measurement of the deferred tax asset and liability related to the 2019 Notes for the reduction in the U.S. corporate income tax rate from 35% to 21%. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Feb. 03, 2018 | |
Debt Disclosure [Abstract] | |
Credit Facilities | NOTE 11—CREDIT FACILITIES The following credit facilities were outstanding as of February 3, 2018 ( in thousands Outstanding Unamortized Debt Net Carrying Amount Issuance Costs Amount Asset based credit facility $ 199,970 $ — $ 199,970 LILO term loan 80,000 (501 ) 79,499 Total credit facilities $ 279,970 $ (501 ) $ 279,469 Asset Based Credit Facility & LILO Term Loan In August 2011, Restoration Hardware, Inc., along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into a credit agreement with Bank of America, N.A., as administrative agent, and certain other lenders. On June 28, 2017, Restoration Hardware, Inc. entered into an eleventh amended and restated credit agreement among Restoration Hardware, Inc., Restoration Hardware Canada, Inc., various subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (the “credit agreement”). The credit agreement has a revolving line of credit with availability of up to $600.0 million, of which $10.0 million is available to Restoration Hardware Canada, Inc., and includes a $200.0 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $600.0 million to up to $800 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. In addition, the credit agreement establishes an $80.0 million LILO term loan facility. The Company incurred $3.9 million of deferred financing fees related to the credit agreement, which are included in other non-current assets on the consolidated balance sheets, and will be amortized on a straight line basis over the life of the revolving line of credit, which has a maturity date of June 28, 2022. As a result of the credit agreement, unamortized deferred financing fees of $0.1 million related to the previous facility were expensed during fiscal 2017 and $1.1 million related to the previous facility will be amortized over the life of the new revolving line of credit. The Company incurred $0.6 million of debt issuance costs related to the LILO term loan facility, which are presented net against the term loans balance on the consolidated balance sheets, and will be amortized over the life of the revolving line of credit. The availability of credit at any given time under the credit agreement is limited by reference to a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable. As a result of the borrowing base formula, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit). All obligations under the credit agreement are secured by substantially all of the assets, including accounts receivable, inventory, intangible assets, property, equipment, goods and fixtures of Restoration Hardware, Inc., Restoration Hardware Canada, Inc., RH US, LLC, Waterworks Operating Co., LLC and Waterworks IP Co., LLC. Borrowings under the revolving line of credit and LILO term loan facility are subject to interest, at the borrowers’ option, at either the bank’s reference rate or LIBOR (or, in the case of the revolving line of credit, the Bank of America “BA” Rate or the Canadian Prime Rate, as such terms are defined in the credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case. The credit agreement contains various restrictive covenants, including, among others, limitations on the ability to incur liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions, or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size. In addition, under the credit agreement, the Company is required to meet specified financial ratios in order to undertake certain actions, and the Company may be required to maintain certain levels of excess availability or meet a specified consolidated fixed-charge coverage ratio (“FCCR”). The trigger for the FCCR occurs if the domestic availability under the revolving line of credit is less than the greater of (i) $40.0 million and (ii) 10% of the sum of (a) the lesser of (x) the aggregate revolving commitments under the credit agreement and (y) the aggregate revolving borrowing base, plus (b) the lesser of (x) the then outstanding amount of the LILO term loan or (y) the LILO term loan borrowing base. If the availability under the credit agreement is less than the foregoing amount, then Restoration Hardware, Inc. is required to maintain an FCCR of at least one to one. As of February 3, 2018, applicable The credit agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) the availability under the revolving line of credit for extensions of credit is less than the greater of (A) $40.0 million and (B) 10% of the sum of (a) the lesser of (x) the aggregate revolving commitments under the credit agreement and (y) the aggregate revolving borrowing base, plus (b) the lesser of (x) the then outstanding amount of the LILO term loan or (y) the LILO term loan borrowing base. As of February 3, 2018, Restoration Hardware, Inc. had $200.0 million in outstanding borrowings and $186.4 million of availability under the revolving line of credit, net of $33.8 million in outstanding letters of credit. As of February 3, 2018, Restoration Hardware, Inc. had $80.0 million outstanding borrowings under the LILO term loan facility. As a result of the consolidated FCCR restriction that limits the last 10% of borrowing availability, actual incremental borrowing available to the Company and the other affiliated parties under the revolving line of credit was approximately $136.4 million as of February 3, 2018. Second Lien Credit Agreement On July 7, 2017, Restoration Hardware, Inc., a wholly-owned subsidiary of RH, entered into a credit agreement (the “second lien credit agreement”), dated as of July 7, 2017, among Restoration Hardware, Inc., as lead borrower, the guarantors party thereto, the lenders party thereto, each of whom are funds and accounts managed or advised by Apollo Capital Management, L.P., and its affiliated investment managers, and Wilmington Trust, National Association as administrative agent and collateral agent with respect to an initial term loan in an aggregate principal amount equal to $100.0 million with a maturity date of January 7, 2023 (the “second lien term loan”). The Company incurred $3.6 million of debt issuance costs related to the second lien credit agreement. The second lien term loan of $100.0 million was repaid in full on October 10, 2017. As a result of the repayment, the Company incurred a $4.9 million loss on extinguishment of debt, which includes a prepayment penalty of $3.0 million and acceleration of amortization of debt issuance costs of $1.9 million. The second lien term loan bore interest at an annual rate generally based on LIBOR plus 8.25%. This rate was a floating rate that reset periodically based upon changes in LIBOR rates during the life of the second lien term loan. At the date of borrowing, the rate was set at one month LIBOR plus 8.25%. All obligations under the second lien term loan were secured by a second lien security interest in assets of the loan parties including inventory, receivables and certain types of intellectual property. The second lien security interest was granted with respect to substantially the same collateral that secures the credit agreement. The second lien ranked junior in priority and is subordinated to the first lien in favor of the lenders with respect to the credit agreement. The second lien credit agreement contained various restrictive and affirmative covenants generally in line with the covenants and restrictions contained in the credit agreement including required financial reporting, limitations on the ability to incur liens, make loans or other investments, incur additional debt, make certain restricted payments, or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreements of this type and size. The second lien credit agreement also contained a financial ratio covenant not found in the credit agreement based upon a senior secured leverage ratio of consolidated secured debt to consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”). The second lien credit agreement also contained a consolidated fixed charge coverage ratio generally based on the same formulation set forth in the credit agreement such that the borrower may not make certain “restricted payments” in the event that certain ratios were not met and contained certain events of default and other customary terms and conditions for a second lien credit agreement. Intercreditor Agreement On July 7, 2017, in connection with the second lien credit agreement, Restoration Hardware, Inc. entered into an intercreditor agreement (the “intercreditor agreement”) with the administrative agent and collateral agent under the credit agreement and the administrative agent and collateral agent under the second lien credit agreement. The intercreditor agreement established various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the credit agreement and the second lien credit agreement without the consent of the other party. The intercreditor agreement was terminated upon repayment of the second lien term loan on October 10, 2017. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Feb. 03, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | NOTE 12—FAIR VALUE OF FINANCIAL INSTRUMENTS Financial Assets and Liabilities Certain financial assets and liabilities are required to be carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, the Company utilizes market data or assumptions that it believes market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs of the valuation technique. The degree of judgment used in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices for which fair value can be measured generally will have a higher degree of pricing observability and a lesser degree of judgment used in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment used in measuring fair value. The Company’s financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories: • Level 1—Quoted prices are available in active markets for identical investments as of the reporting date. • Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. • Level 3—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of fair value require significant management judgment or estimation. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Fair Value Measurements All of the Company’s investments are classified as available-for-sale and are carried at fair value. The Company did not hold any short-term or long-term investments as of February 3, 2018. Assets measured at fair value were as follows as of January 28, 2017 ( in thousands Level 1 Level 2 Total Cash equivalents Money market funds $ 2,510 $ — $ 2,510 Commercial paper — 5,493 5,493 Total cash equivalents 2,510 5,493 8,003 Short-term investments Commercial paper — 34,534 34,534 Government agency obligations 2,553 105,590 108,143 Total short-term investments 2,553 140,124 142,677 Long-term investments Government agency obligations — 33,212 33,212 Total long-term investments — 33,212 33,212 Total $ 5,063 $ 178,829 $ 183,892 The following table summarizes the amortized cost and estimated fair value of the available-for-sale securities within the Company’s investment portfolio as of January 28, 2017 based on stated maturities, which are recorded within cash and cash equivalents, short-term investments and long-term investments on the consolidated balance sheets ( in thousands Cost Fair Value Range of maturity Due within 1 year $ 148,155 $ 148,170 Due in 1 to 2 years $ 33,238 $ 33,212 The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, government agency obligations and guaranteed obligations of the U.S. government, all of which are subject to minimal credit and market risks. The Company estimates the fair value of its commercial paper and U.S. government agency bonds by taking into consideration valuations obtained from third party pricing services. The pricing services utilize industry standard valuation models, including both income and market based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trade dates of and broker/dealer quotes on the same or similar securities; issuer credit spreads; benchmark securities, prepayment/default projections based on historical data; and other observable inputs. There were no purchases, sales, issuances, or settlements related to recurring level 3 measurements during fiscal 2017 and fiscal 2016. There were no transfers into or out of level 1 and level 2 during fiscal 2017 and fiscal 2016. Fair Value of Financial Instruments Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value and carrying value of the 2019 Notes and 2020 Notes were as follows ( in thousands February 3, January 28, 2018 2017 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Convertible senior notes due 2019 $ 324,866 $ 329,012 $ 295,381 $ 314,543 Convertible senior notes due 2020 $ 261,047 $ 255,865 $ 232,463 $ 239,876 (1) Carrying value represents the principal amount less the equity component of the 2019 Notes and 2020 Notes classified in stockholders’ equity (deficit), and does not exclude the discounts upon original issuance, discounts and commissions payable to the initial purchasers and third party offering costs, as applicable. The fair value of each of the 2019 Notes and 2020 Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of the Company’s convertible notes, when available, the Company’s stock price and interest rates based on similar debt issued by parties with credit ratings similar to the Company (Level 2). The estimated fair value of the asset based credit facility and LILO term loan was $200.0 million and $80.0 million, respectively, each of which approximates cost, as of February 3, 2018. Fair value approximates cost for both the asset based credit facility and LILO term loan as the interest rate associated with each facility is variable and resets frequently. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 03, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13—INCOME TAXES The United States enacted the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017, which had a significant impact to the Company’s fiscal 2017 provision for income taxes. The Tax Act includes a number of changes to existing U.S. tax laws that impact the Company, including the reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also provides for a one-time transition tax on accumulated foreign earnings and the acceleration of depreciation for certain assets, as well as prospective changes beginning in 2018, including limitations on the deductibility of executive compensation and interest, the elimination of certain domestic deductions and credits, the elimination of the Alternative Minimum Tax regime, and modifications to the deductibility and carryforward period of net operating losses. The Tax Act transitions U.S. international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which may have the effect of subjecting certain earnings of the Company’s foreign subsidiaries to U.S. taxation. The Company’s fiscal 2017 provision for income taxes included $7.0 million of income tax expense as a result of the Tax Act, including $6.0 million for the provisional re-measurement of the Company’s net deferred tax assets for the reduction in the U.S. corporate income tax rate from 35% to 21% and a $1.0 million charge for Company’s provisional estimate of the transition tax. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 Income Tax Accounting Implications of the TCJA The following is a summary of the income before income taxes ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Domestic $ 28,859 $ 8,370 $ 148,756 Foreign 1,292 184 1,128 Total income before income taxes $ 30,151 $ 8,554 $ 149,884 The following is a summary of the income tax expense (benefit) ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Current Federal $ 18,593 $ 751 $ 55,676 State 2,761 2,410 9,112 Foreign 933 694 227 Total current tax expense 22,287 3,855 65,015 Deferred Federal 6,042 2,109 (5,691 ) State (355 ) (2,414 ) (648 ) Foreign (3 ) (397 ) 105 Total deferred tax expense (benefit) 5,684 (702 ) (6,234 ) Total income tax expense $ 27,971 $ 3,153 $ 58,781 A reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Provision at federal statutory tax rate 33.7 % 35.0 % 35.0 % Non-deductible stock-based compensation 26.7 — — Federal statutory tax rate change 20.1 — — Goodwill impairment 17.9 — — State income taxes—net of federal tax impact 4.8 4.8 3.7 Aircraft expenses 3.6 3.3 0.1 Foreign income inclusion—transition tax 3.3 — — Meals and entertainment 1.5 5.0 0.2 Net adjustments to tax accruals and other 1.4 1.2 0.1 Other permanent items 1.3 2.8 0.1 Valuation allowance 1.1 0.9 — Transaction costs — 2.6 — Stock compensation—excess benefits (20.9 ) — — Foreign income (0.9 ) (4.2 ) (0.1 ) Tax rate adjustments (0.6 ) (5.8 ) 0.1 Donation of appreciated property (0.2 ) (8.7 ) — Effective tax rate 92.8 % 36.9 % 39.2 % Significant components of the Company’s deferred tax assets and liabilities are as follows ( in thousands February 3, January 28, 2018 2017 Non-current deferred tax assets (liabilities) Stock-based compensation $ 25,047 $ 37,804 Deferred lease credits 18,355 25,457 Inventory 16,132 37,198 Accrued expense 10,488 18,024 Deferred revenue 3,313 1,887 Net operating loss carryforwards 1,584 1,044 U.S. impact of Canadian transfer pricing 1,089 1,404 Charitable contributions 106 1,877 Property and equipment (21,869 ) (32,396 ) Trademarks and intangibles (14,991 ) (28,345 ) Prepaid expense and other (12,379 ) (28,387 ) State tax benefit (2,394 ) (4,143 ) Convertible senior notes (1,890 ) (3,867 ) Other 1,910 1,669 Non-current deferred tax assets 24,501 29,226 Valuation allowance (1,190 ) (760 ) Net non-current deferred tax assets $ 23,311 $ 28,466 A reconciliation of the valuation allowance is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 760 $ 158 $ 176 Net changes in deferred tax assets and liabilities 430 602 (18 ) Balance at end of fiscal year $ 1,190 $ 760 $ 158 The Company has recorded deferred tax assets and liabilities based upon estimates of their realizable value, such estimates are based upon likely future tax consequences. In assessing the need for a valuation allowance, the Company considers both positive and negative evidence related to the likelihood of realization of the deferred tax assets. If, based on the weight of available evidence, it is more likely than not that the deferred tax assets will not be realized, the Company records a valuation allowance. As of February 3, 2018 and January 28, 2017, the Company had $1.2 million and $0.8 million, respectively, in valuation allowances against deferred tax assets in certain foreign jurisdictions due to historical losses. As of February 3, 2018, the Company had state net operating loss carryovers of $2.4 million and foreign net operating loss carryovers of $7.1 million. The state net operating loss carryovers will begin to expire in 2022, and the foreign net operating loss carryovers have an indefinite carryforward. Internal Revenue Code Section 382 and similar state rules place a limitation on the amount of taxable income which can be offset by net operating loss carryforwards after a change in ownership (generally greater than 50% change in ownership). The Company cannot give any assurances that it will not undergo an ownership change in the future resulting in further limitations on utilization of net operating losses. A reconciliation of the exposures related to unrecognized tax benefits is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 2,190 $ 921 $ 940 Gross increases (decreases)—prior period tax positions 5,491 53 (88 ) Gross increases—current period tax positions 471 1,216 69 Balance at end of fiscal year $ 8,152 $ 2,190 $ 921 As of February 3, 2018, the Company has $8.2 million of unrecognized tax benefits, of which $6.5 million would reduce income tax expense and the effective tax rate, if recognized. The remaining unrecognized tax benefits would offset other deferred tax assets, if recognized. In October 2017, the Company filed an amended federal tax return claiming a $5.4 million refund, however, no income tax benefit was recorded during fiscal 2017 given the technical nature and amount of the refund claim. An income tax benefit related to this refund claim could be recorded in a future period upon settlement with the respective taxing authority. As of February 3, 2018, the Company has $0.4 million of exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months. The Company accounts for interest and penalties related to exposures as a component of income tax expense. The Company had interest accruals of $0.5 million and $0.3 million associated with exposures as of February 3, 2018, and January 28, 2017, respectively. The Company is subject to taxation in the United States and various states and foreign jurisdictions. As of February 3, 2018, the Company is subject to examination by the tax authorities for fiscal 2014, fiscal 2015 and fiscal 2016. With few exceptions, as of February 3, 2018, the Company is no longer subject to U.S. federal, state, local, or foreign examinations by tax authorities for years before fiscal 2014. |
Net Income Per Share
Net Income Per Share | 12 Months Ended |
Feb. 03, 2018 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | NOTE 14—NET INCOME PER SHARE The weighted-average shares used for net income per share is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average shares—basic 27,053,616 40,691,483 40,190,448 Effect of dilutive stock-based awards 2,199,592 235,357 2,066,111 Weighted-average shares—diluted 29,253,208 40,926,840 42,256,559 The following number of options and restricted stock units were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive: Year Ended February 3, January 28, January 30, 2018 2017 2016 Options 2,895,471 7,243,697 522,390 Restricted stock units 229,308 609,676 12,916 Total anti-dilutive stock-based awards 3,124,779 7,853,373 535,306 |
Share Repurchases
Share Repurchases | 12 Months Ended |
Feb. 03, 2018 | |
Equity [Abstract] | |
Share Repurchases | NOTE 15—SHARE REPURCHASES $700 Million Share Repurchase Program On May 2, 2017, the Company’s Board of Directors authorized a stock repurchase program of up to $700 million (the “$700 Million Repurchase Program”). Under the $700 Million Repurchase Program, the Company repurchased approximately 12.4 million shares of its common stock at an average price of $56.60 per share, for an aggregate repurchase amount of approximately $700 million, during the three months ended July 29, 2017. As the $700 Million Repurchase Program was completed during the three months ended July 29, 2017, no additional shares were repurchased during the six months ended February 3, 2018 and there will be no repurchases in future periods under this repurchase authorization. $300 Million Share Repurchase Program On February 21, 2017, the Company’s Board of Directors authorized a stock repurchase program of up to $300 million (the “$300 Million Repurchase Program”). Under the $300 Million Repurchase Program, the Company repurchased approximately 7.8 million shares of its common stock at an average price of $38.24 per share, for an aggregate repurchase amount of approximately $300 million, during the three months ended April 29, 2017. As the $300 Million Repurchase Program was completed during the three months ended April 29, 2017, no additional shares were repurchased during the nine months ended February 3, 2018 and there will be no repurchases in future periods under this repurchase authorization. Share Repurchases Under Equity Plans Certain options and awards granted under the Company’s equity plans contain a repurchase right, which may be exercised at the Company’s discretion in the event of the termination of an employee’s employment with the Company. The repurchases are settled with the issuance of promissory notes that bear interest, which is paid annually. The Company did not repurchase any shares or issue any promissory notes in fiscal 2017 or fiscal 2016. The Company’s Year Ended January 30, 2016 Shares repurchased 2,625 Fair value at purchase price (in thousands) $ 238 Weighted-average interest rate 3 % Weighted-average term 7 years As of both February 3, 2018 and January 28, 2017, the aggregate unpaid principal amount of the notes payable for share repurchases of $19.4 million is included in other non-current obligations on the consolidated balance sheets. The Company recorded interest expense on the outstanding notes of $1.0 million in each of fiscal 2017, fiscal 2016 and fiscal 2015. Of the $19.4 million notes payable for share repurchases outstanding as of both February 3, 2018 and January 28, 2017, $15.5 million was due to a current board member of the Company |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Feb. 03, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | NOTE 16—STOCK-BASED COMPENSATION The Company estimates the value of equity grants based upon an option-pricing model and recognizes this estimated value as compensation expense over the vesting periods. The Company recognizes expense associated with performance-based awards when it becomes probable that the performance condition will be met. Once it becomes probable that an award will vest, the Company recognizes compensation expense equal to the number of shares which are probable to vest multiplied by the fair value of the related shares measured at the grant date. Stock-based compensation expense is included in selling, general and administrative expenses on the consolidated statements of income. The Company recorded stock-based compensation expense of $50.7 million, $29.2 million and $24.2 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. No stock-based compensation cost has been capitalized in the accompanying consolidated financial statements. 2012 Stock Incentive Plan and 2012 Stock Option Plan The Restoration Hardware 2012 Stock Incentive Plan (the “Stock Incentive Plan”) was adopted on November 1, 2012. The Stock Incentive Plan provides for the grant of incentive stock options to the Company’s employees, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to the Company’s employees, directors and consultants and the Company’s parent and subsidiary corporations’ employees, directors and consultants. The Restoration Hardware 2012 Stock Option Plan (the “Option Plan”) was adopted on November 1, 2012 and on such date 6,829,041 fully vested options were granted under this plan to certain of the Company’s employees and advisors. Aside from these options granted on November 1, 2012, no other awards will be granted under the Option Plan. As of January 28, 2017, there were a total of 415,530 shares issuable under the Stock Incentive Plan. On January 30, 2017, an additional 816,573 shares became issuable under the Stock Incentive Plan in accordance with the Stock Incentive Plan evergreen provision, increasing the total number of shares issuable under the Stock Incentive Plan to 1,232,103. Awards under the plans reduce the number of shares available for future issuance. Cancellations and forfeitures of awards previously granted under the Stock Incentive Plan increase the number of shares available for future issuance. Cancellations and forfeitures of awards previously granted under the Option Plan are immediately retired and are no longer available for future issuance. The number of shares available for future issuance under the Stock Incentive Plan as of February 3, 2018 was 495,653. Shares issued as a result of award exercises under the Stock Incentive Plan and Option Plan and will be funded with the issuance of new shares. On February 5, 2018, an additional 430,347 shares became issuable under the Stock Incentive Plan in accordance with the Stock Incentive Plan evergreen provision. 2012 Stock Incentive Plan and 2012 Stock Option Plan — A summary of stock option activity under the Stock Incentive Plan and the Option Plan for fiscal 2017 is as follows: Options Weighted-Average Exercise Price Outstanding—January 28, 2017 8,473,659 $ 49.00 Granted (1) 1,242,400 50.21 Exercised (729,593 ) 35.77 Cancelled (369,888 ) 48.04 Outstanding—February 3, 2018 8,616,578 $ 50.31 (1) Includes the option granted to Mr. Friedman on May 2, 2017 to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to $50 per share. Refer to Chairman and Chief Executive Officer Option Grant The fair value of stock options issued was estimated on the date of grant using the following assumptions: Year Ended February 3, January 28, January 30, 2018 2017 2016 Expected volatility 48.3 % 44.9 % 37.7 % Expected life (years) 9.3 6.5 6.5 Risk-free interest rate 2.2 % 1.4 % 1.8 % Dividend yield — — — A summary of additional information about stock options is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average fair value per share of stock options granted $ 24.24 $ 15.88 $ 36.43 Aggregate intrinsic value of stock options exercised (in thousands) $ 27,362 $ 1,238 $ 32,590 Fair value of stock options vested (in thousands) $ 38,402 $ 13,726 $ 8,611 Information about stock options outstanding, vested or expected to vest, and exercisable as of February 3, 2018 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price $24.00 - $44.52 2,471,758 7.96 $ 34.65 716,698 $ 32.51 $45.21 - $45.82 62,500 9.41 45.22 — — $46.50 - $46.50 2,976,826 4.74 46.50 2,976,826 46.50 $47.53 - $75.43 2,615,885 7.21 62.24 2,263,415 62.56 $76.80 - $101.84 489,609 7.14 89.35 188,215 88.65 Total 8,616,578 6.58 $ 50.31 6,145,154 $ 52.08 Vested or expected to vest 7,788,663 6.41 $ 50.92 The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of February 3, 2018 was $360.1 million, $320.7 million, and $245.8 million, respectively. Stock options exercisable as of February 3, 2018 had a weighted-average remaining contractual life of 6.10 years. The Company recorded stock-based compensation expense for stock options of $37.5 million, $16.3 million and $10.4 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. The fiscal 2017 expense of $37.5 million includes the $23.9 million of expense associated with the option grant to Mr. Friedman in May 2017. Refer to Chairman and Chief Executive Officer Option Grant 2012 Stock Incentive Plan — The Company grants restricted stock awards, which include restricted stock and restricted stock units, to its employees and members of its Board of Directors. A summary of restricted stock award activity for fiscal 2017 is as follows: Awards Weighted-Average Grant Date Fair Value Intrinsic Value Outstanding—January 28, 2017 1,118,019 $ 53.52 Granted 105,981 55.31 Released (287,957 ) 58.48 Cancelled (133,330 ) 49.47 Outstanding—February 3, 2018 802,713 $ 52.65 $ 73,881,705 A summary of additional information about restricted stock awards is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average fair value per share of awards granted $ 55.31 $ 40.18 $ 90.14 Grant date fair value of awards released (in thousands) $ 16,839 $ 5,170 $ 12,223 The Company recorded stock-based compensation expense for restricted stock awards of $12.8 million, $12.6 million and $13.8 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. As of fiscal 2017, the total unrecognized compensation expense related to unvested restricted stock awards was $20.9 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 3.05 years. Chairman and Chief Executive Officer Option Grant On May 2, 2017, the Company’s Board of Directors granted Mr. Friedman an option to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to $50 per share. The option contains dual-condition restrictions consisting of both time-based service restrictions over four years and performance-based restrictions linked to achieving the Company’s common stock price objectives of $100, $125 and $150 per share. The option is fully vested on the date of grant but the shares underlying the option remain subject to transfer restrictions to the extent the performance-based and time-based requirements have not been met. The option resulted in a non-cash stock compensation charge of $23.9 million in fiscal 2017, which is included in the $37.5 million stock-based compensation expense for stock options recorded in fiscal 2017 discussed above. Time-Based Restrictions The time-based restrictions are measured over an initial four year service period from the date of the award and these restrictions will lapse at the end of each of these first four years at a rate of 250,000 shares per year if (i) Mr. Friedman remains employed at the end of such year, and (ii) the stock price goals have been achieved in such year as described further below. Performance-Based Restrictions The stock price objectives are measured each year and are set at prices for the Company’s common stock of $100, $125 and $150 per share. If all three stock price objectives are met in the first performance year, restrictions will lapse as to 250,000 shares in aggregate at the end of such year, with 83,333 shares tied to a $100 price per share, 83,333 shares tied to a $125 price per share and 83,334 shares tied to a $150 price per share. The same price performance tests are applied in the second year of performance such that restrictions will lapse for an additional 250,000 shares at the end of the second year and then again as to an additional 250,000 shares at the end of each of the third and fourth years so long as Mr. Friedman remains employed at the end of each year. To the extent that any of the price performance objectives is not reached within one of these first four performance years, the stock price objective can be achieved in any subsequent year until the 8th anniversary of the date of grant. 2012 Stock Incentive Plan — On May 27, 2016, the date of the Company’s acquisition of Waterworks, the Company granted stock options to certain Waterworks associates under the Stock Incentive Plan to purchase 322,784 shares of its common stock, with an exercise price of $33.54 per share, which is equal to the closing price of the Company’s common stock on the date of grant. These options are fully vested as of the date of grant but any shares issued upon exercise of such options will be subject to selling restrictions which are scheduled to lapse in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date. The fully vested options resulted in a non-cash stock-based compensation charge of $3.7 million in fiscal 2016, which is included in the $16.3 million stock-based compensation expense for stock options recorded in fiscal 2016 discussed above. Rollover Units In connection with the acquisition of Waterworks, $1.5 million rollover units in the Waterworks subsidiary (the “Rollover Units”) were recorded as part of the transaction. The Rollover Units are subject to the terms of the Waterworks LLC agreement, including redemption rights at an amount equal to the greater of (i) the $1.5 million remitted as consideration in the business combination or (ii) an amount based on the percentage interest represented in the overall valuation of the Waterworks subsidiary (the “Appreciation Rights”). The Appreciation Rights are measured at fair value and are subject to fair value measurements during the expected life of the Rollover Units, with changes to fair value recorded in the consolidated statements of income. The fair value of the Appreciation Rights is determined based on an option pricing method (“OPM”). The Company did not record any expense related to the Appreciation Rights during fiscal 2017 and fiscal 2016. As of both February 3, 3018 and January 28, 2017, the liability associated with the Rollover Units and related Appreciation Rights was $1.5 million, which is included in other non-current obligations on the consolidated balance sheets. Profit Interests In connection with the acquisition of Waterworks, profit interests units in the Waterworks subsidiary (the “Profit Interests”) were issued to certain Waterworks associates. The Profit Interests are measured at their grant date fair value and expensed on a straight-line basis over their expected life, or five years. The Profit Interests are subject to fair value measurements during their expected life, with changes to fair value recorded in the consolidated statements of income. The fair value of the Profit Interests is determined based on an OPM. The Company recorded $0.4 million and $0.3 million related to the Profit Interests in fiscal 2017 and fiscal 2016, respectively, which is included in selling, general and administrative expenses on the consolidated statements of income. As of February 3, 2018 and January 28, 2017, the liability associated with the Profit Interests was $0.7 million and $0.3 million, respectively, which is included in other non-current obligations on the consolidated balance sheets. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Feb. 03, 2018 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plans | NOTE 17—EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan for its employees who meet certain service and age requirements. Participants may contribute up to 50% of their salaries limited to the maximum allowed by the Internal Revenue Service regulations. The Company, at its discretion, may contribute funds to the 401(k) plan. The Company made no contributions to the 401(k) plan during fiscal 2017, fiscal 2016, or fiscal 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 03, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 18—RELATED PARTY TRANSACTIONS Aircraft Time Sharing Agreement On March 29, 2016, Restoration Hardware, Inc., a wholly-owned subsidiary of the Company entered into an Amended and Restated Aircraft Time Sharing Agreement (the “Time Sharing Agreement”) with Gary Friedman, its Chairman and Chief Executive Officer. The Time Sharing Agreement governs use of any of the Company’s aircraft (“Corporate Aircraft”) by Mr. Friedman for personal trips and provides that Mr. Friedman will lease such Corporate Aircraft and pay Restoration Hardware, Inc. an amount equal to the aggregate actual expenses of each personal use flight based on the variable costs of the flight, with the amount of such lease payments not to exceed the maximum payment level established under the Federal Aviation Administration rules. Mr. Friedman maintains a deposit with the Company, to be used towards payment of amounts due under the Time Sharing Agreement. The amount of the deposit is immaterial to the consolidated financial statements. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 03, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 19—COMMITMENTS AND CONTINGENCIES Leases The Company leases certain property consisting of retail and outlet stores, corporate offices, distribution centers and equipment. A majority of the Company’s leases expire at various dates through fiscal 2035. The Company has a lease for one Gallery location that expires in fiscal 2058. The stores, distribution centers and corporate office leases generally provide that the Company assumes the maintenance and all or a portion of the property tax obligations on the leased property. Most store leases also provide for minimum annual rent payments, with provisions for additional rent based on a percentage of sales, after meeting certain sales thresholds, and for payment of certain expenses. The aggregate future minimum rent payments under leases in effect as of February 3, 2018, are as follows ( in thousands Lease agreements accounted for as: Capital Leases (1) Operating Leases Build-to-Suit Total 2018 $ 1,424 $ 89,304 $ 37,080 $ 127,808 2019 1,458 76,509 39,593 117,560 2020 1,382 66,961 42,237 110,580 2021 1,227 57,470 43,996 102,693 2022 1,267 51,473 44,977 97,717 Thereafter 7,893 328,574 580,100 916,567 Minimum lease commitments 14,651 $ 670,291 $ 787,983 $ 1,472,925 Less—amount representing interest (6,671 ) Present value of capital lease obligations 7,980 Less—current capital lease obligations (471 ) Non-current capital lease obligations $ 7,509 (1) The current and non-current capital lease obligations are included in other current liabilities and other non-current obligations, respectively, on the consolidated balance sheets. Lease payments that depend on factors that are not measurable at the inception of the lease, such as future sales volume, represent contingent rent expense and are excluded from minimum lease payments and included in the determination of total rent expense when it is probable that the expense has been incurred and the amount is reasonably estimable. Future payments for insurance, real estate taxes and repair and maintenance to which the Company is obligated are excluded from minimum lease payments. Minimum rent payments and contingent rent expense under lease agreements accounted for as operating leases and as build-to-suit lease transactions are as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Lease agreements accounted for as operating leases Minimum rent $ 91,152 $ 87,520 $ 76,246 Contingent rent 8,063 7,140 10,209 Total operating leases $ 99,215 $ 94,660 $ 86,455 Lease agreements accounted for as build-to-suit lease transactions (1) Minimum rent $ 32,256 $ 16,066 $ 12,755 Contingent rent 833 726 442 Total build-to-suit lease transactions $ 33,089 $ 16,792 $ 13,197 (1) As described in Note 3— Significant Accounting Policies In addition to the above, the non-cash rent benefit recognized within the consolidated statements of income was $1.0 million in fiscal 2017 and the non-cash rent expense recognized within the consolidated statements of income was $1.2 million and $2.9 million in fiscal 2016 and fiscal 2015, respectively. Non-cash rent represents the straight-line impact and amortization of tenant allowances under operating leases and land rent expense recorded for build-to-suit lease transactions prior to cash payments occurring under the leases. Commitments The Company had no material off balance sheet commitments as of February 3, 2018. Contingencies The Company is involved in lawsuits, claims and proceedings incident to the ordinary course of its business. These disputes are increasing in number as the business expands and the Company grows larger. Litigation is inherently unpredictable. As a result, the outcome of matters in which the Company is involved could result in unexpected expenses and liability that could adversely affect the Company’s operations. In addition, any claims against the Company, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of management time and result in the diversion of significant operational resources. The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of those matters, particularly in cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that the Company does establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what the Company accrues from time to time. The Company believes that the ultimate resolution of its current matters will not have a material adverse effect on its consolidated financial statements. RH Modern Securities Class Action On February 2, 2017, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust filed a class action complaint in the United States District Court, Northern District of California, against the Company, Gary Friedman, and Karen Boone. On March 16, 2017, Peter J. Errichiello, Jr. filed a similar class action complaint in the same forum and against the same parties. On April 26, 2017, the court consolidated the two actions. The consolidated action is captioned In re RH, Inc. Securities Litigation. The complaints allege, among other things, fraud in connection with alleged misstatements under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended. Both complaints purport to make claims on behalf of a class of purchasers of Company common stock from March 26, 2015 to June 8, 2016. The alleged misstatements relate to forward looking statements regarding the roll out of the RH Modern product line. An amended consolidated complaint was filed in June 2017 and the Company and its officers have moved to dismiss the complaint. On February 26, 2018, the Court filed an order denying the Company’s motion to dismiss the complaint and the case will now move into a discovery phase. The claims are still at an early stage. While the outcome of litigation is inherently uncertain, the Company and its officers intend to vigorously defend the claims and believe the complaint lacks merit. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Feb. 03, 2018 | |
Segment Reporting [Abstract] | |
Segment Reporting | NOTE 20—SEGMENT REPORTING The Company defines reportable and operating segments on the same basis that it uses to evaluate performance internally by the CODM. The Company has determined that the Chief Executive Officer is its CODM. As of February 3, 2018, the Company had two operating segments: RH Segment and Waterworks. The two operating segments include all sales channels accessed by the Company’s customers, including sales through catalogs, sales through the Company’s websites, sales through stores, and sales through the commercial channel. The Company’s two operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared management team and customer base, the Company has determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors. The Company uses operating income to evaluate segment profitability. Operating income is defined as net income before interest expense—net, loss on extinguishment of debt and income tax expense. Prior to the Waterworks acquisition, the Company had one reportable segment. As the Company’s acquisition of Waterworks was completed on May 27, 2016, reportable segment financial information for Waterworks below represents thirty-five weeks of results for fiscal 2016, whereas the RH Segment results represent fifty-two weeks for fiscal 2016. The results for fiscal 2017 include fifty-three weeks for both the RH Segment and Waterworks. Segment Information The following table presents the statements of income metrics reviewed by the CODM to evaluate performance internally or as required under ASC 280— Segment Reporting (in thousands) Year Ended February 3, January 28, 2018 2017 RH Segment Waterworks Total RH Segment Waterworks Total Net revenues $ 2,319,332 $ 120,842 $ 2,440,174 $ 2,060,044 $ 74,827 $ 2,134,871 Gross profit 801,999 47,068 849,067 656,191 23,596 679,787 Depreciation and amortization 65,666 4,469 70,135 54,480 2,515 56,995 The following table presents the balance sheet metrics as required under ASC 280— Segment Reporting (in thousands) Year Ended February 3, January 28, 2018 2017 RH Segment Waterworks Total RH Segment Waterworks Total Goodwill (1) $ 124,448 $ 17,445 $ 141,893 $ 124,374 $ 49,229 $ 173,603 Trademarks and domain names 48,563 52,100 100,663 48,524 52,100 100,624 Total assets 1,608,290 124,576 1,732,866 2,040,346 152,174 2,192,520 (1) The Company recorded goodwill impairment of $33.7 million related to the Waterworks reporting unit in fiscal 2017. Refer to “Impairment” within Note 3— Significant Accounting Policies Business Combination The Company uses segment operating income to evaluate segment performance and allocate resources. Segment operating income excludes (i) a non-cash compensation charge related to a fully vested option grant made to Mr. Friedman in May 2017, (ii) r (iii) property and equipment disposals, lease related charges, inventory transfer costs, severance expense and other costs associated with two distribution center closures, plan to sell its in connection with the acquisition of Waterworks and (xii) The following table presents segment operating income (loss) and income before tax ( in thousands Year Ended February 3, January 28, 2018 2017 Operating income: RH Segment $ 173,414 $ 105,274 Waterworks (2,116 ) (2,360 ) Non-cash compensation (23,872 ) (3,672 ) Recall accrual (7,707 ) (4,615 ) Distribution center closures (5,795 ) — Asset impairments and lease losses (4,417 ) (12,743 ) Impact of inventory step-up (2,527 ) (6,835 ) Anti-dumping exposure 2,202 — Gain on sale of building and land 2,119 — Legal claim — (8,701 ) Reorganization related costs — (5,698 ) Aircraft impairment — (4,767 ) Acquisition related costs — (2,847 ) Operating income 131,301 53,036 Interest expense—net 62,570 44,482 Goodwill impairment 33,700 — Loss on extinguishment of debt 4,880 — Income before tax $ 30,151 $ 8,554 The Company classifies its sales into furniture and non-furniture product lines. Furniture includes both indoor and outdoor furniture. Non-furniture includes lighting, textiles, fittings, fixtures, surfaces, accessories and home décor. Net revenues in each category were as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Furniture $ 1,543,404 $ 1,334,526 $ 1,295,486 Non-furniture 896,770 800,345 813,520 Total net revenues $ 2,440,174 $ 2,134,871 $ 2,109,006 The Company is domiciled in the United States and primarily operates its retail and outlet stores in the United States. As of February 3, 2018, the Company operates 4 retail and 2 outlet stores in Canada and 1 retail store in the U.K. Revenues from Canadian and U.K. operations, and the long-lived assets in Canada and the U.K., are not material to the Company. Canada and U.K. geographic revenues are based upon revenues recognized at the retail store locations in the respective country. No single customer accounted for more than 10% of the Company’s revenues in fiscal 2017, fiscal 2016, or fiscal 2015. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data | 12 Months Ended |
Feb. 03, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data | NOTE 21—SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) Quarterly financial data for fiscal 2017 and fiscal 2016 are set forth below ( in thousands, except share and per share amounts Three Months Ended April 29, July 29, October 28, February 3, Fiscal 2017 2017 2017 2017 2018 Net revenues $ 562,080 $ 615,326 $ 592,473 $ 670,295 Gross profit 170,256 205,813 214,325 258,673 Net income (loss) (3,370 ) (7,862 ) 13,151 261 Weighted-average shares used in computing basic net income (loss) per share 37,609,516 28,398,307 21,221,848 21,418,283 Basic net income (loss) per share $ (0.09 ) $ (0.28 ) $ 0.62 $ 0.01 Weighted-average shares used in computing diluted net income (loss) per share 37,609,516 28,398,307 23,535,617 25,666,174 Diluted net income (loss) per share $ (0.09 ) $ (0.28 ) $ 0.56 $ 0.01 Three Months Ended April 30, July 30, October 29, January 28, Fiscal 2016 2016 2016 2016 2017 Net revenues $ 455,456 $ 543,381 $ 549,328 $ 586,706 Gross profit 127,475 179,839 175,819 196,654 Net income (loss) (13,470 ) 6,918 2,517 9,436 Weighted-average shares used in computing basic net income (loss) per share 40,588,081 40,646,124 40,730,059 40,803,626 Basic net income (loss) per share $ (0.33 ) $ 0.17 $ 0.06 $ 0.23 Weighted-average shares used in computing diluted net income (loss) per share 40,588,081 40,820,495 40,926,450 41,000,760 Diluted net income (loss) per share $ (0.33 ) $ 0.17 $ 0.06 $ 0.23 |
Organization (Policies)
Organization (Policies) | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Nature of Business | RH, a Delaware corporation, together with its subsidiaries (collectively, the “Company”), is a luxury home furnishings retailer that offers a growing number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, tableware, and child and teen furnishings. These products are sold through the Company’s stores, catalogs and websites. On May 27, 2016, the Company acquired a controlling interest in Design Investors WW Acquisition Company, LLC, which owns the business operating under the name “Waterworks.” Refer to Note 4— Business Combination As of February 3, 2018, the Company operated a total of 83 retail Galleries and 32 outlet stores in 32 states, the District of Columbia and Canada, and includes 15 Waterworks Showrooms in the United States and in the U.K., and had sourcing operations in Shanghai and Hong Kong. |
Basis of Presentation | Basis of Presentation These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process. |
Fiscal Years | Fiscal Years The Company’s fiscal year ends on the Saturday closest to January 31. As a result, the Company’s fiscal year may include 53 weeks. The fiscal year ended February 3, 2018 (“fiscal 2017”) consisted of 53 weeks. The fiscal years ended January 28, 2017 (“fiscal 2016”), and January 30, 2016 (“fiscal 2015”) each consisted of 52 weeks. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original maturities of 90 days or less to be cash equivalents. |
Investments | Investments All of the Company’s investments are classified as available-for-sale and are carried at fair value. The Company invests excess cash primarily in investment-grade interest-bearing securities such as money market funds, certificates of deposit, commercial paper, government agency obligations and guaranteed obligations of the U.S. government, all of which are subject to minimal credit and market risks. Investments that have an original maturity of 91 days or more at the date of purchase and a current maturity of less than one year are classified as short-term investments, while investments with a current maturity of more than one year are classified as long-term investments. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. The cost of available-for-sale marketable securities sold is based on the specific identification method. Unrealized holding gains and losses, net of tax, are recorded in accumulated other comprehensive loss on the consolidated statements of stockholders’ equity (deficit) until realized. Realized gains and losses, interest income, dividends, and amortization and accretion of purchase premiums and discounts on investments are included in interest expense on the consolidated statements of income. Total interest income on investments was $0.3 million, $2.3 million and $1.5 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Total accretion of purchase discounts on investments was $0.1 million, $0.3 million, and $0.1 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Total amortization of purchase premiums on investments was $0.1 million, $1.3 million and $1.2 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. Realized gains and losses were not material in fiscal 2017, fiscal 2016 and fiscal 2015. The Company has not recorded any dividends. |
Concentration of Credit Risk | Concentration of Credit Risk The Company maintains its cash and cash equivalent accounts in financial institutions in both U.S. dollar and Canadian dollar denominations. Accounts at the U.S. institutions are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 and accounts at the Canadian institutions are insured by the Canada Deposit Insurance Corporation (“CDIC”) up to $100,000 Canadian dollars. As of February 3, 2018 and January 28, 2017, and at various time throughout these fiscal years, the Company had cash in financial institutions in excess of the amount insured by the FDIC and CDIC. The Company performs ongoing evaluations of these institutions to limit its concentration of credit risk. |
Accounts Receivable | Accounts Receivable Accounts receivable consist primarily of receivables from the Company’s credit card processors for sales transactions, receivables related to the Company’s contract business and other miscellaneous receivables. Accounts receivable is presented net of allowance for doubtful accounts, which is recorded on a specific identification basis. The allowance for doubtful accounts was $1.8 million and $2.4 million as of February 3, 2018 and January 28, 2017, respectively. |
Merchandise Inventories | Merchandise Inventories The Company’s merchandise inventories are comprised of finished goods and are carried at the lower of cost or market, with cost determined on a weighted-average cost method and market determined based on the estimated net realizable value. To determine if the value of inventory should be marked down below original cost, the Company considers current and anticipated demand, customer preference and the merchandise age. The inventory value is adjusted periodically to reflect current market conditions, which requires management judgments that may significantly affect the ending inventory valuation, as well as gross margin. The significant estimates used in inventory valuation are obsolescence (including excess and slow-moving inventory and lower of cost or market reserves) and estimates of inventory shrinkage. The Company adjusts its inventory for obsolescence based on historical trends, aging reports, specific identification and its estimates of future retail sales prices. Reserves for shrinkage are estimated and recorded throughout the period as a percentage of shipped sales based on historical shrinkage results and current inventory levels. Actual shrinkage is recorded throughout the year based upon periodic cycle counts and the results of the Company’s annual physical inventory count. Actual inventory shrinkage and obsolescence can vary from estimates due to factors including the mix of the Company’s inventory (which ranges from large furniture to decorative accessories) and execution against loss prevention initiatives in the Company’s stores, distribution centers, off-site storage locations and with its third-party transportation providers. Due to these factors, the Company’s obsolescence and shrinkage reserves contain uncertainties. Both estimates have calculations that require management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment, historical results and current inventory trends. If actual obsolescence or shrinkage estimates change from the Company’s original estimates, the Company will adjust its inventory reserves accordingly throughout the period. Management does not believe that changes in the assumptions used in these estimates would have a significant effect on the Company’s net income or inventory balances. The Company’s inventory reserve balances were $31.4 million and $33.2 million as of February 3, 2018 and January 28, 2017, respectively. |
Product Recalls | Product Recalls During fiscal 2017 and fiscal 2016, the Company initiated product recalls for certain of its products. In addition, in fiscal 2017, the Company adjusted the accrual related to certain product recalls initiated in fiscal 2016. The recall adjustments had the following effect on the Company’s income before taxes (in thousands) Year Ended February 3, January 28, 2018 2017 Reduction of net revenues $ 3,207 $ 3,441 Incremental cost of goods sold and inventory charges 4,315 535 Impact on gross profit 7,522 3,976 Incremental selling, general and administrative expenses 185 639 Impact on income before income taxes $ 7,707 $ 4,615 The product recall accrual as of February 3, 2018 and January 28, 2017 was $1.2 million and $4.3 million, respectively, and is included in other current liabilities on the consolidated balance sheets. |
Advertising Expenses | Advertising Expenses Advertising expenses primarily represent the costs associated with the Company’s catalog mailings, as well as print and website marketing. Total advertising expense, which is recorded in selling, general and administrative expenses on the consolidated statements of income, was $106.6 million, $79.8 million, and $107.7 million in fiscal 2017, fiscal 2016, and fiscal 2015, respectively. Capitalized Catalog Costs Capitalized catalog costs consist primarily of third-party incremental direct costs to prepare, print and distribute Source Books. Such costs are capitalized and amortized over their expected period of future benefit. Such amortization is based upon the ratio of actual revenues to the total of actual and estimated future revenues on an individual Source Book basis. Estimated future revenues are based upon various factors such as the total number of Source Books and pages circulated, the probability and magnitude of consumer response and the merchandise assortment offered. Each Source Book is generally fully amortized within a twelve-month period after they are mailed and the majority of the amortization occurs within the first five to nine months, with the exception of the Holiday Source Books, which are generally fully amortized within a three-month period after they are mailed. Capitalized catalog costs are evaluated for realizability on a regular basis by comparing the carrying amount associated with each Source Book to the estimated probable remaining future sales associated with that Source Book. The Company’s catalog amortization calculation requires management to make assumptions and to apply judgment regarding a number of factors, including market conditions, the selling environment and the probability and magnitude of consumer response to certain Source Books and merchandise assortment offered. If actual revenues associated with the Company’s Source Books differ from its original estimates, the Company adjusts its catalog amortization schedules accordingly. Management does not believe that changes in the assumptions used in these estimates would have a significant effect on the Company’s net income as changes in the assumptions do not impact the total cost of the Source Books to be amortized. However, changes in the assumptions could impact the timing of the future catalog amortization expense recorded to the consolidated statements of income. The Company had $44.1 million and $61.3 million of capitalized catalog costs that are included in prepaid expense and other current assets on the consolidated balance sheets as of February 3, 2018, and January 28, 2017, respectively. Website and Print Advertising Website and print advertising expenses, which include e-commerce advertising, web creative content and direct marketing activities such as print media, radio and other media advertising, are expensed as incurred or upon the release of the content or the initial advertisement. |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method, generally using the following useful lives: Category of Property and Equipment Useful Life Building and building improvements 40 years Machinery, equipment and aircraft 3 to 10 years Furniture, fixtures and equipment 3 to 7 years Computer software 3 to 10 years The cost of leasehold improvements and lease acquisitions is amortized over the lesser of the useful life of the asset or the applicable lease term. The Company expenses all internal-use software costs incurred in the preliminary project stage and capitalizes certain direct costs associated with the development and purchase of internal-use software, including external costs of materials and services and internal payroll costs related to the software project, within property and equipment. Capitalized costs are amortized on a straight-line basis over the estimated useful lives of the software, generally between three and ten years. Interest is capitalized on construction in progress and software projects during the period in which expenditures have been made, activities are in progress to prepare the asset for its intended use and interest expense is being incurred. The Company capitalized interest of $3.3 million, $2.4 million and $2.3 million in fiscal 2017, fiscal 2016 and fiscal 2015, respectively. During fiscal 2017, $2.5 million of the $3.3 million capitalized interest relates to the capitalization of non-cash interest associated with the amortization of the convertible senior notes debt discount. During fiscal 2016 and fiscal 2015, all of the $2.4 million and $2.3 million capitalized interest, respectively, relates to the capitalization of non-cash interest associated with the amortization of the convertible senior notes debt discount. Property and equipment acquired under non-cancelable leases, which meet the criteria of capital leases, are capitalized and amortized over the lesser of the useful life of the asset or the lease term. For buildings held under capital lease, unless the fair value of the land at lease inception exceeds 25% of the aggregate fair value of the leased land and building, rent payments under the leases are recognized using the effective interest method as a reduction of the capital lease obligation and interest expense. Pursuant to Accounting Standards Codification (“ASC”) 840— Leases (“ASC 840”) The land purchased by the Company is recorded at cost and is a non-depreciable asset. Property and equipment is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of assets may not be recoverable. For further discussion regarding impairments refer to the “Impairment” accounting policy below. |
Intangible Assets | Intangible Assets Intangible assets reflect the value assigned to trademarks, domain names and the fair market value of the Company’s leases. The Company does not amortize trademarks and domain names as the Company defines the life of these assets as indefinite. |
Impairment | Impairment Goodwill The Company evaluates goodwill annually to determine whether it is impaired or whenever events occur or circumstances change that would indicate that the fair value of a reporting unit is less than its carrying amount. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset; general economic conditions, such as increasing Treasury rates or unexpected changes in gross domestic product growth; a change in the Company’s market share; budget-to-actual performance and consistency of operating margins and capital expenditures; a product recall or an adverse action or assessment by a regulator; or changes in management or key personnel. The Company performs its annual goodwill impairment testing in the fourth fiscal quarter. Historically, through its fourth quarter ending January 28, 2017, the Company applied a two-step impairment test: in step one, the carrying value of the reporting unit is compared with its fair value; in step two, which is applied when the carrying value is more than its fair value, the amount of goodwill impairment, if any, is derived by deducting the fair value of the reporting unit’s assets and liabilities from the fair value of its equity, and comparing that amount with the carrying amount of goodwill. In January 2017, the FASB issued Accounting Standards Update No. 2017-04—Intangibles—Goodwill and Other (Topic 350) The Company determines fair values using the discounted cash flow approach (“income approach”) or the market multiple valuation approach (“market approach”), when available and appropriate, or a combination of both. The Company assesses the valuation methodology based upon the relevance and availability of the data at the time it performs the valuation. If multiple valuation methodologies are used, the results are weighted appropriately. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. The Company uses its internal forecasts to estimate future cash flows and includes an estimate of long-term future growth rates based on its most recent views of the long-term outlook for each respective reporting unit. Actual results may differ from those assumed in the Company’s forecasts. The Company derives its discount rates using a capital asset pricing model and analyzing published rates for industries relevant to its reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in its internally developed forecasts. Valuations using the market approach are derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate giving consideration to risk profiles, size, geography, and diversity of products and services. A market approach is limited to reporting units for which there are publicly traded companies that have the characteristics similar to the Company’s businesses. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is reasonably possible that the judgments and estimates described above could change in future periods. A reporting unit is an operating segment, or a business unit one level below that operating segment for which discrete financial information is prepared and regularly reviewed by the Chief Operating Decision Maker (“CODM”). The Company has deemed RH Segment and Waterworks to be the reporting units for which goodwill is independently tested, as these operating segments are the lowest level for which discrete financial information is prepared and regularly reviewed by the CODM. For the RH Segment reporting unit, during fiscal 2017, fiscal 2016 and fiscal 2015, the Company reviewed goodwill for impairment by assessing qualitative factors to determine whether it was more likely than not that the fair value of the reporting unit was less than its carrying amount. Based on the qualitative tests performed in each fiscal year, the Company determined that it was not more likely than not that the fair value of the reporting unit was less than its carrying amount for fiscal 2017, fiscal 2016 and fiscal 2015, and therefore the Company did not recognize goodwill impairment with respect to the RH Segment in any such fiscal year. During the fourth fiscal quarter of 2017, the Company conducted its annual strategic planning process. Based upon the outcome of this process, there were indicators that there could be an impairment of the Waterworks reporting unit. These indicators included (i) an updated long-range financial plan provided by the Waterworks segment management that indicated a reduction of revenues and EBITDA as compared to prior long-range financial plans, (ii) a review of the strategic initiatives of the Waterworks segment and (iii) the Waterworks segment not achieving revenue and operating income objectives compared to plans. In determining the Waterworks reporting unit estimated fair value using the income approach, the Company projected future cash flows based on management’s estimates and long-term plans and applied a discount rate based on a weighted average cost of capital. This analysis required the Company to make judgments about revenues, expenses, fixed asset and working capital requirements, the impact of updated tax legislation and other subjective inputs. In determining the Waterworks reporting unit estimated fair value using the market approach, the Company considered assumptions that its believes market participants would use in valuing the Waterworks reporting unit, including the application of a control premium. For purposes of this analysis, the Company weighted the results 80% towards the income approach and 20% towards the market approach. Based on the estimated fair value of the Waterworks reporting unit as of the assessment date, the Company recorded a $33.7 million non-cash impairment in the fourth quarter of fiscal 2017 to reduce the carrying value of goodwill in the Waterworks reporting unit. The remaining goodwill balance of the Waterworks reporting unit is $17.4 million as of February 3, 2018. Trademarks and Domain Names The Company annually evaluates whether trademarks and domain names continue to have an indefinite life. Trademarks and domain names are reviewed for impairment annually in the fourth quarter and may be reviewed more frequently if indicators of impairment are present. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. The Company qualitatively assesses indefinite-lived intangible asset impairment to determine whether it is more likely than not that the fair value of the asset is less than its carrying amount. If trademarks and domain names are not qualitatively assessed or if trademarks and domain names are qualitatively assessed and it is determined it is not more likely than not that the asset’s fair value is greater than its carrying amount, an impairment review is performed by comparing the carrying value to the estimated fair value, determined using a discounted cash flow methodology. Factors used in the valuation of intangible assets with indefinite lives include, but are not limited to, management’s plans for future operations, brand initiatives, recent results of operations and projected future cash flows. For the RH Segment reporting unit, during fiscal 2017, fiscal 2016 and fiscal 2015, the Company qualitatively assessed indefinite-lived intangible asset for impairment and determine it was more likely than not that the fair value of the assets were greater than their carrying amounts. Based on the qualitative tests performed in each fiscal year, the Company did not perform quantitative impairment tests in any year. The Company has not recognized goodwill impairment for the RH Segment reporting unit. The Company did not recognize any impairment with respect to trademarks and domain names for the RH Segment reporting unit in fiscal 2017, fiscal 2016 or fiscal 2015. In connection with the goodwill impairment test performed for the Waterworks reporting unit in fiscal 2017, described above, the Company performed an impairment test on the trademarks allocated to the reporting unit which utilized the discounted cash flow methodology. Based on the quantitative impairment test performed, which resulted in fair value of the trademarks in excess of book value by approximately 26%, the Company concluded that the trademarks allocated to the Waterworks reporting unit were not impaired as of February 3, 2018. The Company did not recognize any impairment with respect to trademarks and domain names for the Waterworks reporting unit in fiscal 2017 or fiscal 2016. Long-Lived Assets Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in customer demand or business climate that could affect the value of an asset, a product recall or an adverse action or assessment by a regulator. If the sum of the estimated undiscounted future cash flows related to the asset is less than the carrying value, the Company recognizes a loss equal to the difference between the carrying value and the fair value, usually determined by the estimated discounted cash flow analysis of the asset . The Company evaluates long-lived tangible assets at an individual gallery level, which is the lowest level at which independent cash flows can be identified. Since there is typically no active market for the Company’s long-lived tangible assets, the Company estimates fair values based on the expected future cash flows. The Company estimates future cash flows based on gallery-level historical results, current trends, and operating and cash flow projections. The Company’s estimates are subject to uncertainty and may be affected by a number of factors outside its control, including general economic conditions and the competitive environment. While the Company believes its estimates and judgments about future cash flows are reasonable, future impairment charges may be required if the expected cash flow estimates, as projected, do not occur or if events change requiring the Company to revise its estimates. The Company did not record impairment for long-lived tangible assets at the individual gallery level in fiscal 2017, fiscal 2016 or fiscal 2015. Due to certain distribution center closures and business line integrations in fiscal 2017 and fiscal 2016, the Company recorded impairment for certain corporate assets and other long-lived assets in fiscal 2017 and fiscal 2016, as discussed below under “Distribution Center Closures,” “Asset Held for Sale” and “RH Contemporary Art Impairment.” No additional impairment has been recorded for corporate assets and other long-lived assets in fiscal 2017, fiscal 2016 and fiscal 2015. Distribution Center Closures During the third quarter of fiscal 2017, the Company initiated a plan to close two of its distribution centers, one located in Mira Loma, CA and one located in Dallas, TX. The Mira Loma distribution center closure was finalized in November 2017 and the Dallas distribution center closure was finalized in January 2018, both of which occurred in the fourth quarter of fiscal 2017. As a result of the distribution center closures, the Company incurred restructuring related costs in the RH Segment, including loss on disposal of capitalized property and equipment and liability for lease losses of $2.1 million, as well as costs for employee termination benefits of $0.9 million. The total expense of $3.0 million was included in selling, general and administrative expenses on the consolidated statements of income, which represents the total charges expected to be incurred with the distribution center closures. As of February 3, 2018, the Company’s liability for lease losses associated with the distribution center closures, which is estimated as the net present value of the difference between lease payments and receipts under sublease agreements, was $2.6 million and is included in other non-current obligations on the consolidated balance sheets. Asset Held for Sale An asset is considered to be held for sale when all of the following criteria are met: • Management commits to a plan to sell the property; • It is unlikely that the disposal plan will be significantly modified or discontinued; • The property is available for immediate sale in its present condition; • Actions required to complete the sale of the property have been initiated; • Sale of the asset is probable and the completed sale is expected to occur within one year; and • The property is actively being marketed for sale at a price that is reasonable given its current market value. Upon designation as an asset held for sale, the carrying value of the asset is recorded at the lower of its carrying value or its estimated fair value, less estimated costs to sell, and the Company ceases depreciating the asset. During the fourth quarter of fiscal 2016, the Company committed to a plan to sell an aircraft, which resulted in a reclassification of such aircraft from property and equipment to asset held for sale on the consolidated balance sheets as of January 28, 2017. The Company performed an assessment and determined that based on management’s best estimate of the selling price of the aircraft as of January 28, 2017, it had an impairment of $4.8 million in fiscal 2016. Such impairment charge is included in selling, general and administrative expenses on the consolidated statements of income. In April 2017, the sale of the aircraft was completed for a purchase price of $5.2 million and the Company incurred additional costs of $0.3 million to dispose of the asset RH Contemporary Art Impairment During the fourth quarter of fiscal 2016, the Company initiated and executed a plan to integrate the RH Contemporary Art (“RHCA”) product line into the broader RH platform and no longer operates RHCA as a separate division. As a result, the Company incurred restructuring related costs in the RH Segment, including loss on disposal of capitalized property and equipment of $5.5 million, liability for lease losses of $3.2 million, inventory impairment of $2.7 million and other associated costs of $0.3 million. The Company did not incur any costs for employee termination benefits associated with the integration. The impact to cost of goods sold and selling, general and administrative expenses on the consolidated statements of income in fiscal 2016 was $1.1 million and $10.6 million, respectively. During the fourth quarter of fiscal 2017, the Company recorded expense of $4.4 million in the RH Segment related to the remeasurement of the liability for lease losses for RHCA resulting from an update to both the timing and the amount of future estimated lease related cash inflows based on present market conditions, which is included in selling, general and administrative expenses on the consolidated statements of income. As of February 3, 2018 and January 28, 2017, the Company’s liability for lease losses associated with the RHCA impairment, which is estimated as the net present value of the difference between lease payments and receipts under sublease agreements, was $7.1 million and $3.2 million, respectively, and is included in other non-current obligations on the consolidated balance sheets. The RHCA liability for lease losses fiscal 2017 activity was as follows ( in thousands Balance at beginning of fiscal year $ 3,188 Payments made under lease agreement (1,699 ) Payments received under sublease agreement 1,003 Remeasurement 4,417 Interest 191 Balance at end of fiscal year $ 7,100 |
Lease Accounting | Lease Accounting The Company leases stores, distribution facilities, office space and, less significantly, certain machinery and equipment. The Company classifies leases at the inception of the lease as a capital lease or an operating lease. Build-to-Suit Lease Transactions The Company is sometimes involved in the construction of leased stores, which, depending on the extent to which it is involved, the Company may be the “deemed owner” of the leased premises for accounting purposes during the construction period pursuant to upon commencement of the construction project, as property and equipment U pon completion of the construction project, the Company performs a sale-leaseback analysis to determine if it does not have any forms of “continuing involvement” and therefore can remove the assets and related liabilities from its consolidated balance sheets. If the assets and related liabilities cannot be removed from the Company’s consolidated balance sheets, the Company accounts for the transactions as a financing lease. These lease transactions are referred to as build-to-suit lease transactions. Rent expense relating to the land is recognized on a straight-line basis once construction begins, which is determined using the fair value of the leased land at construction commencement and the Company’s incremental borrowing rate. Once cash payments commence under the lease, all amounts in excess of land rent expense are recorded as a debt-service payment and are recognized as interest expense and a reduction of the financing obligation. Similar to capital leases, the expense recorded within the consolidated statements of income over the lease term is equal to the cash rent payments made under the lease. The primary difference in the consolidated statements of income between build-to-suit lease transactions and operating leases is the timing of recognition and the classification of expenses. Expenses related to operating leases are classified as rent expense compared to expenses related to build-to-suit lease transactions which are classified as a combination of rent expense, depreciation expense and interest expense. Operating and Capital Leases In a capital or an operating lease, the expected lease term begins with the date that the Company takes possession of the equipment or the leased space for construction and other purposes. The expected lease term may also include the exercise of renewal options if the exercise of the option is determined to be reasonably assured. The expected term is also used in the determination of whether a store is a capital or operating lease. Certain of the Company’s property and equipment are held under capital leases. These assets are included in property and equipment and depreciated over the lesser of the useful life of the asset or the lease term. For buildings held under capital leases, unless the fair value of the land at lease inception exceeds 25% of the aggregate fair value of the leased land and buildings, rent payments under the leases are recognized using the effective interest method as a reduction of the capital lease obligation and interest expense. Pursuant to ASC 840 to the product of the fair value of the leased land at construction commencement and the Company’s incremental borrowing rate. The remaining cash payment is All other leases are considered operating leases in accordance with ASC 840. Assets subject to an operating lease and the related lease payments are not recorded on the consolidated balance sheets. For leases that contain lease incentives, premiums and minimum rent expenses, the Company recognizes rent expense on a straight-line basis over the lease term. Tenant improvement allowances received from landlords under operating leases are recorded in deferred rent and lease incentives on the consolidated balance sheets, and are amortized on a straight-line basis over the lease term. |
Debt Issuance Costs | Debt Issuance Costs Debt issuance costs related to debt, excluding the asset based credit facility, are recorded as a contra-liability and are presented net against the respective debt balance on the consolidated balance sheets. Debt issuance costs are amortized utilizing the effective interest method over the expected life of the respective debt. Such amortization is included in interest expense–net on the consolidated statements of income. Deferred financing fees related to the asset based credit facility are included in non-current assets on the consolidated balance sheets. Deferred financing fees related to the asset based credit facility are amortized utilizing the straight-line method. Such amortization is included in interest expense–net on the consolidated statements of income. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues and the related cost of goods sold when merchandise is received by its customers. Revenues from direct-to-customer and home-delivered sales are recognized when the merchandise is delivered to the customer. Revenues from “cash-and-carry” store sales are recognized at the point of sale in the store. Discounts or other accommodations provided to customers are accounted for as a reduction of sales. The Company recognizes shipping and handling fees as revenue when the merchandise is received by its customers. Costs of shipping and handling are included in cost of goods sold. Sales tax collected is not recognized as revenue but is included in accounts payable and accrued expenses on the consolidated balance sheets as it is ultimately remitted to governmental authorities. The Company reserves for projected merchandise returns. Merchandise returns are often resalable merchandise and are refunded by issuing the same payment tender of the original purchase. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are excluded when calculating the sales returns reserve. The Company’s customers may return purchased items for a refund. The Company provides an allowance for sales returns, net of cost of goods sold, based on historical return rates. A summary of the allowance for sales returns, presented net of cost of goods sold, is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 10,077 $ 12,688 $ 10,235 Waterworks acquisition — — 523 — Provision for sales returns 108,134 106,508 104,028 Actual sales returns (107,646 ) (109,642 ) (101,575 ) Balance at end of fiscal year $ 10,565 $ 10,077 $ 12,688 |
Deferred Revenue and Customer Deposits | Deferred Revenue and Customer Deposits Deferred revenue primarily represents the revenue associated with orders that have been shipped by the Company to its customers but have not yet been received by the customer. As the Company recognizes revenue when the merchandise is received by its customers, it is included as deferred revenue on the consolidated balance sheets while in-transit. Deferred revenue also includes the unrecognized portion of the annual RH Members Program fee. The annual membership fee is recorded as deferred revenue when collected from customers and is recognized as revenue on a straight-line basis over the membership period, or one year. Customer deposits represent payments made by customers on custom orders. At the time of purchase the Company collects deposits for all custom orders equivalent to 50% of the customer purchase price. Custom order deposits are recognized as revenue when the merchandise is received by the customer. |
Gift Cards and Merchandise Credits | Gift Cards and Merchandise Credits The Company sells gift cards and issues merchandise credits to its customers in its stores and through its websites and product catalogs. Such gift cards and merchandise credits do not have expiration dates. Revenue associated with gift cards and merchandise credits is deferred until either (i) redemption of the gift cards and merchandise credits or (ii) when the likelihood of redemption is remote and there exists no legal obligation to remit the value of unredeemed gift cards or merchandise credits to the relevant jurisdictions (breakage). The breakage rate is based on monitoring of cards issued, actual card redemptions and the Company’s analysis of when it believes it is remote that redemptions will occur. Breakage resulted in a reduction of selling, general and administrative expenses on the consolidated statements of income of $3.0 million, $3.0 million and $2.0 million in fiscal 2017, fiscal 2016, and fiscal 2015, respectively. |
Self Insurance | Self Insurance The Company maintains insurance coverage for significant exposures, as well as those risks that, by law, must be insured. In the case of the Company’s health care coverage for employees, the Company has a managed self insurance program related to claims filed. Expenses related to this self insured program are computed on an actuarial basis, based on claims experience, regulatory requirements, an estimate of claims incurred but not yet reported (“IBNR”) and other relevant factors. The projections involved in this process are subject to uncertainty related to the timing and amount of claims filed, levels of IBNR, fluctuations in health care costs and changes to regulatory requirements. The Company had liabilities of $2.7 million and $2.8 million related to health care coverage as of February 3, 2018 and January 28, 2017, respectively. The Company carries workers’ compensation insurance subject to a deductible amount for which the Company is responsible on each claim. The Company had liabilities of $3.3 million and $3.1 million related to workers’ compensation claims, primarily for claims that do not meet the per-incident deductible, as of February 3, 2018 and January 28, 2017, respectively. |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes the fair value of stock-based compensation in the consolidated financial statements as compensation expense over the requisite service period. For service-only awards, compensation expense is recognized on a straight-line basis, net of forfeitures, over the requisite service period for the fair value of awards that actually vest. Fair value for restricted stock units is valued using the closing price of the Company’s stock on the date of grant. The fair value of each option award granted under the Company’s award plan is estimated on the date of grant using a Black-Scholes Merton option pricing model which requires the input of subjective assumptions regarding the expected term, expected volatility, dividend yield and risk-free interest rate. The Company elected to calculate the expected term of the option awards using the “simplified method.” This election was made based on the lack of sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. Under the “simplified” calculation method, the expected term is calculated as an average of the vesting period and the contractual life of the options. |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold includes, but is not limited to, the direct cost of purchased merchandise, inventory shrinkage, inventory reserves and write-downs, inbound freight, all freight costs to get merchandise to the Company’s stores, design and buying costs, occupancy costs related to store operations and supply chain, such as rent, property tax and common area maintenance, depreciation and amortization, and all logistics costs associated with shipping product to customers. |
Selling, General and Administrative Expenses | Selling, General and Administrative Expenses Selling, general and administrative expenses include all operating costs not included in cost of goods sold. These expenses include payroll and payroll related expenses, store expenses, other than occupancy, and expenses related to many of the Company’s operations at its corporate headquarters, including utilities, depreciation and amortization, credit card fees and marketing expense, which primarily includes catalog production, mailing and print advertising costs. All store pre-opening costs are included in selling, general and administrative expenses and are expensed as incurred. |
Net Income Per Share | Net Income Per Share Basic net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period. Diluted net income per share is computed as net income divided by the weighted-average number of common shares outstanding for the period plus common stock equivalents consisting of shares subject to stock-based awards with exercise prices less than or equal to the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Potential dilutive securities are excluded from the computation of diluted net income per share if their effect is anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company’s consolidated financial statements or tax returns. In estimating future tax consequences, the Company generally takes into account all expected future events then known to it, other than changes in the tax law or rates which have not yet been enacted and which are not permitted to be considered. Accordingly, the Company may record a valuation allowance to reduce its net deferred tax assets to the amount that is more-likely-than-not to be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based upon management’s best estimate of the recoverability of the Company’s net deferred tax assets. Future taxable income and ongoing prudent and feasible tax planning are considered in determining the amount of the valuation allowance, and the amount of the allowance is subject to adjustment in the future. Specifically, in the event the Company were to determine that it is not more-likely-than-not able to realize its net deferred tax assets in the future, an adjustment to the valuation allowance would decrease income in the period such determination is made. This allowance does not alter the Company’s ability to utilize the underlying tax net operating loss and credit carryforwards in the future, the utilization of which is limited to achieving future taxable income. The accounting standard for uncertainty in income taxes prescribes a recognition threshold that a tax position is required to meet before being recognized in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition issues. Differences between tax positions taken in a tax return and amounts recognized in the financial statements generally result in an increase in liability for income taxes payable or a reduction of an income tax refund receivable, or a reduction in a deferred tax asset or an increase in a deferred tax liability, or both. The Company recognizes interest and penalties related to unrecognized tax benefits in tax expense. The United States enacted the Tax Cuts and Jobs Act (the “Tax Act”) on December 22, 2017, which had a significant impact to the Company’s provision for income taxes as of February 3, 2018. The Tax Act includes a number of changes to existing U.S. tax laws that impact us, including the reduction of the U.S. corporate income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also provides for a one-time transition tax on accumulated foreign earnings and the acceleration of depreciation for certain assets, as well as prospective changes beginning in 2018, including limitations on the deductibility of executive compensation and interest, the elimination of certain domestic deductions and credits, the elimination of the Alternative Minimum Tax regime, and modifications to the deductibility and carryforward period of net operating losses. The Tax Act transitions U.S. international taxation from a worldwide system to a modified territorial system and includes base erosion prevention measures on non-U.S. earnings, which may have the effect of subjecting certain earnings of the Company’s foreign subsidiaries to U.S. taxation. The Company’s provision for income taxes in fiscal 2017 included $7.0 million of income tax expense as a result of the Tax Act, including $6.0 million for the provisional re-measurement of the deferred tax assets for the reduction in the U.S. corporate income tax rate from 35% to 21% and a $1.0 million charge for the provisional estimate of the transition tax. The Tax Act requires complex computations to be performed that were not previously required under U.S. tax law, significant judgments to be made in interpretation of the provisions of the Tax Act and significant estimates in calculations, and the preparation and analysis of information not previously relevant or regularly produced. The U.S. Treasury Department, the Internal Revenue Service, and other standard-setting bodies could interpret or issue guidance on how provisions of the Tax Act will be applied or otherwise administered that is different from the Company’s interpretation. As the Company completes its analysis of the Tax Act, reviews all information, collects and prepares necessary data, and interprets any additional guidance, the Company may make adjustments to provisional amounts that the Company has recorded, which could have a material adverse effect on its business, results of operations or financial condition. |
Comprehensive Income | Comprehensive Income Comprehensive income is comprised of net income and other gains and losses affecting equity that are excluded from net income. |
Foreign Currency Translation | Foreign Currency Translation Local currencies are generally considered the functional currencies outside the United States. Assets and liabilities denominated in non-U.S. currencies are translated at the rate of exchange prevailing on the date of the consolidated balance sheets and revenues and expenses are translated at average rates of exchange for the period. The related translation gains (losses) are reflected in the accumulated other comprehensive income section of the consolidated statements of stockholders’ equity (deficit). Foreign currency gains (losses) resulting from foreign currency transactions are included in selling, general and administrative expenses on the consolidated statements of income and are not material for all periods presented. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Stock-Based Compensation In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-09—Improvements to Employee Share Based Payment Accounting (“ASU 2016-09”). The new guidance simplifies several aspects of the accounting for employee share-based payment transactions including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. One provision requires that the excess income tax benefits and tax deficiencies related to share-based payments be recognized within income tax expense in the statements of income, rather than within additional paid-in capital on the balance sheet. The new guidance was effective for the Company beginning on January 29, 2017. As a result of the adoption of this new guidance, the Company recognized an excess tax benefit of $7.0 million in the provision for income taxes as a discrete item in fiscal 2017. These amounts may not necessarily be indicative of future amounts that may be recognized as any excess tax benefits recognized would be dependent on future stock price, employee exercise behavior and applicable tax rates. As permitted, the Company elected to classify excess tax benefits (shortfalls) as an operating activity in the consolidated statements of cash flows instead of as a financing activity on a prospective basis and did not retrospectively adjust prior periods. In May 2017, the FASB issued Accounting Standards Update No. 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting . The new guidance clarifies when modification accounting should be applied for changes to terms or conditions of a share-based payment award. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted. The standard will be applied prospectively. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements. Goodwill and Intangibles In January 2017, the FASB issued Accounting Standards Update No. 2017-04—Intangibles—Goodwill and Other (Topic 350) Revenue from Contracts with Customers In May 2014, the FASB and International Accounting Standards Board issued their converged accounting standards update on revenue recognition, Accounting Standards Update 2014-09—Revenue from Contracts with Customers (Topic 606) . This guidance outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that revenue is recognized when a customer obtains control of a good or service. A customer obtains control when it has the ability to direct the use of and obtain the benefits from the good or service. Under the new guidance, transfer of control is no longer the same as transfer of risks and rewards as indicated in the prior guidance. In 2016, the FASB issued several amendments to the standard, including principal versus agent considerations when another party is involved in providing goods or services to a customer, the application of identifying performance obligations, and the recognition of expected breakage amounts. Topic 606 is effective for fiscal years beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted for annual reporting periods beginning after December 15, 2016. The Company adopted Topic 606 in the first quarter of fiscal 2018. The Company has elected to adopt using a modified retrospective approach with the cumulative effect of initially applying the new standard recognized in retained earnings at the date of adoption . The Company has completed its evaluation of Topic 606 and has finalized the new accounting policies it will adopt in the first quarter of fiscal 2018, however, the Company is still in the process of determining the final financial impact of adoption. The adoption of Topic 606 will materially impact the timing of recognizing advertising expense related to direct response advertising, including costs associated with the Company’s Source Books. Prior to adoption of Topic 606, costs associated with Source Books were capitalized and amortized over their expected period of future benefit. Such amortization was based upon the ratio of actual revenues to the total of actual and estimated future revenues on an individual Source Book basis. Each Source Book is generally fully amortized within a twelve-month period after they were mailed and the majority of the amortization occurs within the first five to nine months, with the exception of the Holiday Source Books, which were generally fully amortized within a three-month period after they were mailed. Under Topic 606, the Company will recognize expense associated with the Source Books upon the delivery of the Source Books to the carrier. In the case of multiple printings of a Source Book, the creative costs will be expensed in full upon the initial delivery of Source Books to the carrier. Upon adoption of Topic 606, all capitalized costs as of February 3, 2018 associated with Source Books that had been delivered to the carrier prior to or on February 3, 2018 will be reclassified to retained earnings on the consolidated balance sheets. In applying the guidance related to the indicators of transfer of control, the Company has concluded that revenue recognized for merchandise delivered via the home-delivery channel will continue to be recognized upon delivery. However, revenue recognized for merchandise delivered via all other delivery channels will be recognized upon shipment, which is not expected to have a material impact upon adoption or in future periods. The Company has elected to adopt the practical expedient related to shipping and handling activities. Under this option, in instances where revenue is recognized for the related merchandise prior to shipping and handling activities occurring (i.e., revenue recognized upon shipment), the related costs of those shipping and handling activities will be accrued for in the same period. Costs of shipping and handling will continue to be included in cost of goods sold. Under the new standard the Company will recognize gift card breakage proportional to actual gift card redemptions and such breakage will be recorded within net revenues on the consolidated statements of income. Gift card breakage was previously recorded as a reduction to selling, general and administrative expenses when the likelihood of redemption was remote. Prior to the adoption of Topic 606, the annual membership fee for the RH Members Program was recorded as deferred revenue when collected from customers and recognized as revenue on a straight-line basis over the twelve month membership period. With the adoption of Topic 606, new membership fees will be recorded as deferred revenue when collected from customers and recognized as revenue based on expected product revenues over the annual membership period, based on historical trends of sales to members. This will result in a majority of revenue being recognized during the first six months of the membership period. The adoption of Topic 606 will not have an impact on membership renewal fees, which will continue to be recognized as revenue on a straight-line basis over the twelve month membership period, until the Company has more information regarding membership renewal purchasing trends. The impact of adopting Topic 606 is not expected to be material to net revenues. The Company will continue to recognize a liability for expected refunds to customers based on historical return rates. In connection with adoption of Topic 606, the Company will no longer report the liability net of the return, but rather will recognize an asset and a corresponding adjustment to cost of goods sold for the right to recover goods from customers on settling the refund liability. Upon adoption, this will result in an increase to prepaid and other current assets, and other current liabilities on the consolidated balance sheets, and will not impact the consolidated statements of income. Accounting for Leases In February 2016, the FASB issued Accounting Standards Update 2016-02 — Leases, Financial Instruments In January 2016, the FASB issued Accounting Standards Update 2016-01 — Financial Instruments — Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, Cash Flow: Classification and Restricted Cash In August 2016, the FASB issued Accounting Standards Update No. 2016-15 — Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued Accounting Standards Update No. 2016-18—Statement of Cash Flows (Topic 230): Restricted Cash . The new guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts on the statement of cash flows. The new guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. Adoption of the standard will be applied using a retrospective transition method to each period presented. The Company is evaluating the impact of adopting this new accounting standard on its consolidated financial statements . Income Taxes: Intra-Entity Asset Transfers In October 2016, the FASB issued Accounting Standards Update No. 2016-16 — Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory |
Commitments and Contingencies | The Company reviews the need for any loss contingency reserves and establishes reserves when, in the opinion of management, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of those matters, particularly in cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that the Company does establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what the Company accrues from time to time. The Company believes that the ultimate resolution of its current matters will not have a material adverse effect on its consolidated financial statements. |
Significant Accounting Polici30
Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Product Recall Adjustments Effect on Income Before Taxes | The recall adjustments had the following effect on the Company’s income before taxes (in thousands) Year Ended February 3, January 28, 2018 2017 Reduction of net revenues $ 3,207 $ 3,441 Incremental cost of goods sold and inventory charges 4,315 535 Impact on gross profit 7,522 3,976 Incremental selling, general and administrative expenses 185 639 Impact on income before income taxes $ 7,707 $ 4,615 |
Schedule of Property and Equipment Useful Lives | Property and equipment is recorded at cost, net of accumulated depreciation and amortization. Depreciation is calculated using the straight-line method, generally using the following useful lives: Category of Property and Equipment Useful Life Building and building improvements 40 years Machinery, equipment and aircraft 3 to 10 years Furniture, fixtures and equipment 3 to 7 years Computer software 3 to 10 years |
Summary of RHCA liability for lease losses | The RHCA liability for lease losses fiscal 2017 activity was as follows ( in thousands Balance at beginning of fiscal year $ 3,188 Payments made under lease agreement (1,699 ) Payments received under sublease agreement 1,003 Remeasurement 4,417 Interest 191 Balance at end of fiscal year $ 7,100 |
Summary of Allowance for Sales Returns, Net of Cost of Goods Sold | A summary of the allowance for sales returns, presented net of cost of goods sold, is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 10,077 $ 12,688 $ 10,235 Waterworks acquisition — — 523 — Provision for sales returns 108,134 106,508 104,028 Actual sales returns (107,646 ) (109,642 ) (101,575 ) Balance at end of fiscal year $ 10,565 $ 10,077 $ 12,688 |
Business Combination (Tables)
Business Combination (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Business Combinations [Abstract] | |
Summary of Purchase Price Allocation Based on Estimated Fair Value of Acquired Assets and Assumed Liabilities, Prior to and After Purchase Price Allocation Adjustments | The following table summarizes the purchase price allocation based on the estimated fair value of the acquired assets and assumed liabilities, prior to and after the purchase price allocation adjustments ( in thousands Purchase Price Final January 28, Allocation Purchase Price 2017 Adjustments Allocation Tangible assets acquired and liabilities assumed $ 18,615 $ (1,916 ) $ 16,699 Trademarks 52,100 — 52,100 Goodwill 49,229 1,916 51,145 Total $ 119,944 $ — $ 119,944 |
Prepaid Expense and Other Ass32
Prepaid Expense and Other Assets (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Current Assets | Prepaid expense and other current assets consist of the following ( in thousands February 3, January 28, 2018 2017 Capitalized catalog costs $ 44,122 $ 61,258 Vendor deposits 9,701 13,276 Federal tax receivable — 13,124 Prepaid expense and other current assets 14,762 29,504 Total prepaid expense and other current assets $ 68,585 $ 117,162 |
Schedule of Other Non-Current Assets | Other non-current assets consist of the following ( in thousands February 3, January 28, 2018 2017 Construction related deposits $ 7,407 $ 28,044 Other deposits 4,997 4,706 Deferred financing fees 4,446 1,530 Other non-current assets 4,482 1,889 Total other non-current assets $ 21,332 $ 36,169 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consists of the following ( in thousands February 3, January 28, 2018 2017 Leasehold improvements (1) $ 556,443 $ 439,574 Computer software 130,890 120,051 Furniture, fixtures and equipment 81,469 73,730 Machinery, equipment and aircraft 52,757 50,979 Land 11,382 11,396 Building and building improvements 4,927 10,113 Build-to-suit property (2) 237,909 202,713 Building and equipment under capital leases 8,060 7,603 Total property and equipment 1,083,837 916,159 Less—accumulated depreciation and amortization (3) (283,139 ) (234,103 ) Total property and equipment—net $ 800,698 $ 682,056 (1) Leasehold improvements include construction in progress of $110.4 million and $68.4 million as of February 3, 2018 and January 28, 2017, respectively. (2) The Company capitalizes assets and records a corresponding non-current liability for build-to-suit lease transactions where it is considered the owner, for accounting purposes. Refer to “Lease Accounting” within Note 3— Significant Accounting Policies (3) Includes accumulated amortization related to equipment under capital leases of $2.1 million and $1.6 million as of February 3, 2018 and January 28, 2017, respectively. |
Goodwill and Trademarks and D34
Goodwill and Trademarks and Domain Names (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Trademarks and Domain Names Activity | The following sets forth the fiscal 2017 goodwill and trademarks and domain names activity for the RH Segment and Waterworks ( in thousands Purchase Price Foreign January 28, Allocation Currency February 3, 2017 Additions Adjustments (1) Impairment (2) Translation 2018 RH Segment Goodwill $ 124,374 $ — $ — $ — $ 74 $ 124,448 Trademarks and domain names 48,524 39 — — — 48,563 Waterworks (1) Goodwill 49,229 — 1,916 (33,700 ) — 17,445 Trademarks 52,100 — — — — 52,100 (1) The Company recorded goodwill and trademarks of $49.2 million and $52.1 million, respectively, in fiscal 2016 related to its acquisition of Waterworks. During fiscal 2017, Waterworks goodwill increased due to purchase price accounting adjustments. Refer to Note 4— Business Combination (2) Refer to “Impairment” within Note 3— Significant Accounting Policies |
Accounts Payable, Accrued Exp35
Accounts Payable, Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consist of the following ( in thousands February 3, January 28, 2018 2017 Accounts payable $ 195,313 $ 134,720 Accrued compensation 47,534 26,886 Accrued freight and duty 23,757 27,955 Accrued sales taxes 19,525 14,908 Accrued catalog costs 9,000 3,874 Accrued occupancy 8,612 8,137 Accrued professional fees 3,555 2,082 Other accrued expenses 11,469 8,418 Total accounts payable and accrued expenses $ 318,765 $ 226,980 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following ( in thousands February 3, January 28, 2018 2017 Unredeemed gift card and merchandise credit liability $ 24,138 $ 24,524 Allowance for sales returns 10,565 10,077 Current portion of non-current debt 6,033 — Federal and state tax payable 5,391 619 Product recall reserve 1,201 4,324 Other liabilities 3,838 3,727 Total other current liabilities $ 51,166 $ 43,271 |
Other Non-Current Obligations (
Other Non-Current Obligations (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Non-Current Obligations | Other non-current obligations consist of the following ( in thousands February 3, January 28, 2018 2017 Notes payable for share repurchases $ 19,390 $ 19,390 Equipment security notes (1) 13,864 — Promissory note (2) 11,627 — Lease loss liabilities 9,684 3,188 Capital lease obligations—non-current 7,509 7,242 Deferred contract incentive (3) 5,358 7,739 Unrecognized tax benefits 3,728 2,508 Rollover units and profit interests (4) 2,211 1,784 Other non-current obligations 2,996 2,833 Total other non-current obligations $ 76,367 $ 44,684 (1 ) Represents the non-current portion of equipment security notes secured by certain of the Company’s distribution center property and equipment. (2) Represents the non-current portion of a promissory note secured by the Company’s aircraft. (3) Represents the non-current portion of an incentive payment received in relation to a 5-year service agreement. The amount will be amortized over the term of the agreement. (4) Represents rollover units and profit interests associated with the acquisition of Waterworks. Refer to Note 16 — Stock-Based Compensation |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Convertible Senior Notes Due 2020 [Member] | |
Carrying Values of Notes Excluding the Discounts upon Original Issuance and Third Party Offering Costs | The carrying values of the 2020 Notes, excluding the discounts upon original issuance and third party offering costs, are as follows ( in thousands February 3, January 28, 2018 2017 Liability component Principal $ 300,000 $ 300,000 Less: Debt discount (44,135 ) (60,124 ) Net carrying amount $ 255,865 $ 239,876 Equity component (1) $ 84,003 $ 84,003 (1) Included in additional paid-in capital on the consolidated balance sheets. |
Convertible Senior Notes Due 2019 [Member] | |
Carrying Values of Notes Excluding the Discounts upon Original Issuance and Third Party Offering Costs | The carrying values of the 2019 Notes, excluding the discounts and commissions payable to the initial purchasers and third party offering costs, are as follows ( in thousands February 3, January 28, 2018 2017 Liability component Principal $ 350,000 $ 350,000 Less: Debt discount (20,988 ) (35,457 ) Net carrying amount $ 329,012 $ 314,543 Equity component (1) $ 70,482 $ 70,482 (1) Included in additional paid-in capital on the consolidated balance sheets. |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facilities | The following credit facilities were outstanding as of February 3, 2018 ( in thousands Outstanding Unamortized Debt Net Carrying Amount Issuance Costs Amount Asset based credit facility $ 199,970 $ — $ 199,970 LILO term loan 80,000 (501 ) 79,499 Total credit facilities $ 279,970 $ (501 ) $ 279,469 |
Fair Value of Financial Instr39
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets Measured at Fair Value | Assets measured at fair value were as follows as of January 28, 2017 ( in thousands Level 1 Level 2 Total Cash equivalents Money market funds $ 2,510 $ — $ 2,510 Commercial paper — 5,493 5,493 Total cash equivalents 2,510 5,493 8,003 Short-term investments Commercial paper — 34,534 34,534 Government agency obligations 2,553 105,590 108,143 Total short-term investments 2,553 140,124 142,677 Long-term investments Government agency obligations — 33,212 33,212 Total long-term investments — 33,212 33,212 Total $ 5,063 $ 178,829 $ 183,892 |
Schedule of Available-for-sale Securities Maturities | The following table summarizes the amortized cost and estimated fair value of the available-for-sale securities within the Company’s investment portfolio as of January 28, 2017 based on stated maturities, which are recorded within cash and cash equivalents, short-term investments and long-term investments on the consolidated balance sheets ( in thousands Cost Fair Value Range of maturity Due within 1 year $ 148,155 $ 148,170 Due in 1 to 2 years $ 33,238 $ 33,212 |
Estimated Fair Value and Carrying Value of Notes | The estimated fair value and carrying value of the 2019 Notes and 2020 Notes were as follows ( in thousands February 3, January 28, 2018 2017 Fair Value Carrying Value (1) Fair Value Carrying Value (1) Convertible senior notes due 2019 $ 324,866 $ 329,012 $ 295,381 $ 314,543 Convertible senior notes due 2020 $ 261,047 $ 255,865 $ 232,463 $ 239,876 (1) Carrying value represents the principal amount less the equity component of the 2019 Notes and 2020 Notes classified in stockholders’ equity (deficit), and does not exclude the discounts upon original issuance, discounts and commissions payable to the initial purchasers and third party offering costs, as applicable. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Income Before Income Taxes | The following is a summary of the income before income taxes ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Domestic $ 28,859 $ 8,370 $ 148,756 Foreign 1,292 184 1,128 Total income before income taxes $ 30,151 $ 8,554 $ 149,884 |
Summary of Income Tax Expense (Benefit) | The following is a summary of the income tax expense (benefit) ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Current Federal $ 18,593 $ 751 $ 55,676 State 2,761 2,410 9,112 Foreign 933 694 227 Total current tax expense 22,287 3,855 65,015 Deferred Federal 6,042 2,109 (5,691 ) State (355 ) (2,414 ) (648 ) Foreign (3 ) (397 ) 105 Total deferred tax expense (benefit) 5,684 (702 ) (6,234 ) Total income tax expense $ 27,971 $ 3,153 $ 58,781 |
Schedule of Reconciliation of Federal Statutory Tax Rate to Company's Effective Tax Rate | A reconciliation of the federal statutory tax rate to the Company’s effective tax rate is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Provision at federal statutory tax rate 33.7 % 35.0 % 35.0 % Non-deductible stock-based compensation 26.7 — — Federal statutory tax rate change 20.1 — — Goodwill impairment 17.9 — — State income taxes—net of federal tax impact 4.8 4.8 3.7 Aircraft expenses 3.6 3.3 0.1 Foreign income inclusion—transition tax 3.3 — — Meals and entertainment 1.5 5.0 0.2 Net adjustments to tax accruals and other 1.4 1.2 0.1 Other permanent items 1.3 2.8 0.1 Valuation allowance 1.1 0.9 — Transaction costs — 2.6 — Stock compensation—excess benefits (20.9 ) — — Foreign income (0.9 ) (4.2 ) (0.1 ) Tax rate adjustments (0.6 ) (5.8 ) 0.1 Donation of appreciated property (0.2 ) (8.7 ) — Effective tax rate 92.8 % 36.9 % 39.2 % |
Components of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows ( in thousands February 3, January 28, 2018 2017 Non-current deferred tax assets (liabilities) Stock-based compensation $ 25,047 $ 37,804 Deferred lease credits 18,355 25,457 Inventory 16,132 37,198 Accrued expense 10,488 18,024 Deferred revenue 3,313 1,887 Net operating loss carryforwards 1,584 1,044 U.S. impact of Canadian transfer pricing 1,089 1,404 Charitable contributions 106 1,877 Property and equipment (21,869 ) (32,396 ) Trademarks and intangibles (14,991 ) (28,345 ) Prepaid expense and other (12,379 ) (28,387 ) State tax benefit (2,394 ) (4,143 ) Convertible senior notes (1,890 ) (3,867 ) Other 1,910 1,669 Non-current deferred tax assets 24,501 29,226 Valuation allowance (1,190 ) (760 ) Net non-current deferred tax assets $ 23,311 $ 28,466 |
Schedule of Reconciliation of Valuation Allowance | A reconciliation of the valuation allowance is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 760 $ 158 $ 176 Net changes in deferred tax assets and liabilities 430 602 (18 ) Balance at end of fiscal year $ 1,190 $ 760 $ 158 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the exposures related to unrecognized tax benefits is as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Balance at beginning of fiscal year $ 2,190 $ 921 $ 940 Gross increases (decreases)—prior period tax positions 5,491 53 (88 ) Gross increases—current period tax positions 471 1,216 69 Balance at end of fiscal year $ 8,152 $ 2,190 $ 921 |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Weighted Average Shares Used for Net Income per Share | The weighted-average shares used for net income per share is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average shares—basic 27,053,616 40,691,483 40,190,448 Effect of dilutive stock-based awards 2,199,592 235,357 2,066,111 Weighted-average shares—diluted 29,253,208 40,926,840 42,256,559 |
Anti-Dilutive Securities Excluded from Diluted Net Income per Share | The following number of options and restricted stock units were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive: Year Ended February 3, January 28, January 30, 2018 2017 2016 Options 2,895,471 7,243,697 522,390 Restricted stock units 229,308 609,676 12,916 Total anti-dilutive stock-based awards 3,124,779 7,853,373 535,306 |
Share Repurchases (Tables)
Share Repurchases (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Equity [Abstract] | |
Summary of Company's Repurchase and Promissory Note Issuance Activity | The Company’s repurchase and promissory note issuance activity for fiscal 2015 is as follows: Year Ended January 30, 2016 Shares repurchased 2,625 Fair value at purchase price (in thousands) $ 238 Weighted-average interest rate 3 % Weighted-average term 7 years |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the Stock Incentive Plan and the Option Plan for fiscal 2017 is as follows: Options Weighted-Average Exercise Price Outstanding—January 28, 2017 8,473,659 $ 49.00 Granted (1) 1,242,400 50.21 Exercised (729,593 ) 35.77 Cancelled (369,888 ) 48.04 Outstanding—February 3, 2018 8,616,578 $ 50.31 (1) Includes the option granted to Mr. Friedman on May 2, 2017 to purchase 1,000,000 shares of the Company’s common stock with an exercise price equal to $50 per share. Refer to Chairman and Chief Executive Officer Option Grant |
Schedule of Assumptions Used to Estimate Fair Value of Stock Options Issued | The fair value of stock options issued was estimated on the date of grant using the following assumptions: Year Ended February 3, January 28, January 30, 2018 2017 2016 Expected volatility 48.3 % 44.9 % 37.7 % Expected life (years) 9.3 6.5 6.5 Risk-free interest rate 2.2 % 1.4 % 1.8 % Dividend yield — — — |
Summary of Additional Information about Stock Options | A summary of additional information about stock options is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average fair value per share of stock options granted $ 24.24 $ 15.88 $ 36.43 Aggregate intrinsic value of stock options exercised (in thousands) $ 27,362 $ 1,238 $ 32,590 Fair value of stock options vested (in thousands) $ 38,402 $ 13,726 $ 8,611 |
Schedule of Stock Options Outstanding, Vested or Expected to Vest, and Exercisable | Information about stock options outstanding, vested or expected to vest, and exercisable as of February 3, 2018 is as follows: Options Outstanding Options Exercisable Range of Exercise Prices Number of Options Weighted- Average Remaining Contractual Life (in years) Weighted- Average Exercise Price Number of Options Weighted- Average Exercise Price $24.00 - $44.52 2,471,758 7.96 $ 34.65 716,698 $ 32.51 $45.21 - $45.82 62,500 9.41 45.22 — — $46.50 - $46.50 2,976,826 4.74 46.50 2,976,826 46.50 $47.53 - $75.43 2,615,885 7.21 62.24 2,263,415 62.56 $76.80 - $101.84 489,609 7.14 89.35 188,215 88.65 Total 8,616,578 6.58 $ 50.31 6,145,154 $ 52.08 Vested or expected to vest 7,788,663 6.41 $ 50.92 |
Summary of Restricted Stock Award Activity | A summary of restricted stock award activity for fiscal 2017 is as follows: Awards Weighted-Average Grant Date Fair Value Intrinsic Value Outstanding—January 28, 2017 1,118,019 $ 53.52 Granted 105,981 55.31 Released (287,957 ) 58.48 Cancelled (133,330 ) 49.47 Outstanding—February 3, 2018 802,713 $ 52.65 $ 73,881,705 |
Summary of Additional Information about Restricted Stock Awards | A summary of additional information about restricted stock awards is as follows: Year Ended February 3, January 28, January 30, 2018 2017 2016 Weighted-average fair value per share of awards granted $ 55.31 $ 40.18 $ 90.14 Grant date fair value of awards released (in thousands) $ 16,839 $ 5,170 $ 12,223 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Rental Payments under Leases | The aggregate future minimum rent payments under leases in effect as of February 3, 2018, are as follows ( in thousands Lease agreements accounted for as: Capital Leases (1) Operating Leases Build-to-Suit Total 2018 $ 1,424 $ 89,304 $ 37,080 $ 127,808 2019 1,458 76,509 39,593 117,560 2020 1,382 66,961 42,237 110,580 2021 1,227 57,470 43,996 102,693 2022 1,267 51,473 44,977 97,717 Thereafter 7,893 328,574 580,100 916,567 Minimum lease commitments 14,651 $ 670,291 $ 787,983 $ 1,472,925 Less—amount representing interest (6,671 ) Present value of capital lease obligations 7,980 Less—current capital lease obligations (471 ) Non-current capital lease obligations $ 7,509 (1) The current and non-current capital lease obligations are included in other current liabilities and other non-current obligations, respectively, on the consolidated balance sheets. |
Minimum Rent Payments and Contingent Rent Expense under Lease Agreements Accounted for Operating Leases as Build-To-Suit Lease Transactions | Minimum rent payments and contingent rent expense under lease agreements accounted for as operating leases and as build-to-suit lease transactions are as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Lease agreements accounted for as operating leases Minimum rent $ 91,152 $ 87,520 $ 76,246 Contingent rent 8,063 7,140 10,209 Total operating leases $ 99,215 $ 94,660 $ 86,455 Lease agreements accounted for as build-to-suit lease transactions (1) Minimum rent $ 32,256 $ 16,066 $ 12,755 Contingent rent 833 726 442 Total build-to-suit lease transactions $ 33,089 $ 16,792 $ 13,197 (1) As described in Note 3— Significant Accounting Policies |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Segment Reporting [Abstract] | |
Summary of Statements of Income Metrics Reviewed by CODM to Evaluate Performance Internally or As required under ASC 280 - Segment Reporting | The following table presents the statements of income metrics reviewed by the CODM to evaluate performance internally or as required under ASC 280— Segment Reporting (in thousands) Year Ended February 3, January 28, 2018 2017 RH Segment Waterworks Total RH Segment Waterworks Total Net revenues $ 2,319,332 $ 120,842 $ 2,440,174 $ 2,060,044 $ 74,827 $ 2,134,871 Gross profit 801,999 47,068 849,067 656,191 23,596 679,787 Depreciation and amortization 65,666 4,469 70,135 54,480 2,515 56,995 |
Summary of Balance Sheet Metrics as Required Under ASC 280 - Segment Reporting | The following table presents the balance sheet metrics as required under ASC 280— Segment Reporting (in thousands) Year Ended February 3, January 28, 2018 2017 RH Segment Waterworks Total RH Segment Waterworks Total Goodwill (1) $ 124,448 $ 17,445 $ 141,893 $ 124,374 $ 49,229 $ 173,603 Trademarks and domain names 48,563 52,100 100,663 48,524 52,100 100,624 Total assets 1,608,290 124,576 1,732,866 2,040,346 152,174 2,192,520 (1) The Company recorded goodwill impairment of $33.7 million related to the Waterworks reporting unit in fiscal 2017. Refer to “Impairment” within Note 3— Significant Accounting Policies Business Combination |
Schedule of Segment Operating Income (Loss) and Income Before Tax | The following table presents segment operating income (loss) and income before tax ( in thousands Year Ended February 3, January 28, 2018 2017 Operating income: RH Segment $ 173,414 $ 105,274 Waterworks (2,116 ) (2,360 ) Non-cash compensation (23,872 ) (3,672 ) Recall accrual (7,707 ) (4,615 ) Distribution center closures (5,795 ) — Asset impairments and lease losses (4,417 ) (12,743 ) Impact of inventory step-up (2,527 ) (6,835 ) Anti-dumping exposure 2,202 — Gain on sale of building and land 2,119 — Legal claim — (8,701 ) Reorganization related costs — (5,698 ) Aircraft impairment — (4,767 ) Acquisition related costs — (2,847 ) Operating income 131,301 53,036 Interest expense—net 62,570 44,482 Goodwill impairment 33,700 — Loss on extinguishment of debt 4,880 — Income before tax $ 30,151 $ 8,554 |
Net Revenues | Net revenues in each category were as follows ( in thousands Year Ended February 3, January 28, January 30, 2018 2017 2016 Furniture $ 1,543,404 $ 1,334,526 $ 1,295,486 Non-furniture 896,770 800,345 813,520 Total net revenues $ 2,440,174 $ 2,134,871 $ 2,109,006 |
Selected Quarterly Financial 46
Selected Quarterly Financial Data (Tables) | 12 Months Ended |
Feb. 03, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Data | Quarterly financial data for fiscal 2017 and fiscal 2016 are set forth below ( in thousands, except share and per share amounts Three Months Ended April 29, July 29, October 28, February 3, Fiscal 2017 2017 2017 2017 2018 Net revenues $ 562,080 $ 615,326 $ 592,473 $ 670,295 Gross profit 170,256 205,813 214,325 258,673 Net income (loss) (3,370 ) (7,862 ) 13,151 261 Weighted-average shares used in computing basic net income (loss) per share 37,609,516 28,398,307 21,221,848 21,418,283 Basic net income (loss) per share $ (0.09 ) $ (0.28 ) $ 0.62 $ 0.01 Weighted-average shares used in computing diluted net income (loss) per share 37,609,516 28,398,307 23,535,617 25,666,174 Diluted net income (loss) per share $ (0.09 ) $ (0.28 ) $ 0.56 $ 0.01 Three Months Ended April 30, July 30, October 29, January 28, Fiscal 2016 2016 2016 2016 2017 Net revenues $ 455,456 $ 543,381 $ 549,328 $ 586,706 Gross profit 127,475 179,839 175,819 196,654 Net income (loss) (13,470 ) 6,918 2,517 9,436 Weighted-average shares used in computing basic net income (loss) per share 40,588,081 40,646,124 40,730,059 40,803,626 Basic net income (loss) per share $ (0.33 ) $ 0.17 $ 0.06 $ 0.23 Weighted-average shares used in computing diluted net income (loss) per share 40,588,081 40,820,495 40,926,450 41,000,760 Diluted net income (loss) per share $ (0.33 ) $ 0.17 $ 0.06 $ 0.23 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) | Feb. 03, 2018GalleryStoreStateShowroom |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of retail Galleries | Gallery | 83 |
Number of outlet stores | Store | 32 |
Number of states | State | 32 |
Number of waterworks showrooms | Showroom | 15 |
Significant Accounting Polici48
Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||||||
Feb. 03, 2018USD ($) | Oct. 28, 2017USD ($) | Apr. 29, 2017USD ($) | Jan. 28, 2017USD ($) | Feb. 02, 2019 | Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | Jan. 30, 2016USD ($) | Jan. 28, 2017CAD ($) | |
Summary Of Accounting Policies [Line Items] | |||||||||
Cash and cash equivalents liquid investments, maturity date | 90 days or less | ||||||||
Investment maturity period | 91 days | ||||||||
Interest income | $ 300,000 | $ 2,300,000 | $ 1,500,000 | ||||||
Accretion of purchase discounts | 100,000 | 300,000 | 100,000 | ||||||
Amortization of purchase premiums | 100,000 | 1,300,000 | 1,200,000 | ||||||
Realize Gains (Losses) | 0 | 0 | 0 | ||||||
Dividends | 0 | 0 | 0 | ||||||
Cash and cash equivalent, FDIC insured amount | $ 250,000 | 250,000 | |||||||
Cash and cash equivalent, CDIC insured amount | $ 100,000 | ||||||||
Allowance for doubtful accounts | 1,800,000 | $ 2,400,000 | 1,800,000 | 2,400,000 | |||||
Inventory reserve balances | 31,400,000 | 33,200,000 | 31,400,000 | 33,200,000 | |||||
Advertising expense | $ 106,600,000 | 79,800,000 | 107,700,000 | ||||||
Amortization of catalog | 12 months | ||||||||
Capitalized catalog costs and other current assets | 44,122,000 | 61,258,000 | $ 44,122,000 | 61,258,000 | |||||
Capitalized Interest | 3,300,000 | 2,400,000 | 2,300,000 | ||||||
Capitalized interest related to amortization of Convertible Notes debt discount | $ 3,300,000 | 2,400,000 | 2,300,000 | ||||||
Threshold for determining whether land rent expense is to be recorded for a Capital Lease | 25.00% | ||||||||
Impairment to goodwill | $ 33,700,000 | ||||||||
Percentage of estimated fair value towards income approach | 80.00% | ||||||||
Percentage of estimated fair value towards market approach | 20.00% | ||||||||
Remaining goodwill balance | 141,893,000 | 173,603,000 | $ 141,893,000 | 173,603,000 | |||||
Percentage of fair value of trademarks in excess of book value | 26.00% | ||||||||
Impairment charge on long-lived assets | $ 0 | 0 | 0 | ||||||
Additional impairment for corporate assets and other long-lived assets | 0 | 0 | 0 | ||||||
Liability for lease losses | 7,100,000 | 3,188,000 | $ 7,100,000 | 3,188,000 | |||||
Sale price of aircraft | $ 5,200,000 | ||||||||
Costs incurred in disposal of asset | $ 300,000 | ||||||||
Revenue recognized on membership period | 1 year | ||||||||
Customer deposits | 50.00% | ||||||||
Revenue recognition, gift cards, breakage | $ 3,000,000 | 3,000,000 | $ 2,000,000 | ||||||
Liabilities related to health care coverage | 2,700,000 | 2,800,000 | 2,700,000 | 2,800,000 | |||||
Liabilities related to workers' compensation | 3,300,000 | 3,100,000 | $ 3,300,000 | $ 3,100,000 | |||||
U.S. corporate income tax rate | 33.70% | 35.00% | 35.00% | ||||||
Tax act, provisional income tax expense | $ 7,000,000 | ||||||||
Tax act, provisional income tax expense, remeasurement of net deferred tax assets | 6,000,000 | ||||||||
Tax act, provisional income tax expense, estimate of transition tax | 1,000,000 | ||||||||
Accounting Standard Update 2016-09 [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Excess tax benefit in provision for income taxes | 7,000,000 | ||||||||
Scenario, Plan [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
U.S. corporate income tax rate | 21.00% | ||||||||
Selling, General and Administrative Expenses [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Impairment charge, reclassified | 4,800,000 | ||||||||
RHCA Integration Into RH Platform [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Liability for lease losses | 3,200,000 | $ 3,200,000 | |||||||
Restructuring related costs impact to selling, general and administrative expenses | 10,600,000 | ||||||||
Inventory impairment | 2,700,000 | ||||||||
Other associated costs | 300,000 | ||||||||
Restructuring related costs impact to cost of goods sold | 1,100,000 | ||||||||
RHCA Integration Into RH Platform [Member] | Distribution Center Closures [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Liability for lease losses | $ 2,100,000 | ||||||||
Employee termination benefits | 900,000 | ||||||||
Restructuring related costs impact to selling, general and administrative expenses | 3,000,000 | ||||||||
RH Segment [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Impairment to goodwill | 0 | 0 | $ 0 | ||||||
Remaining goodwill balance | 124,448,000 | 124,374,000 | 124,448,000 | 124,374,000 | |||||
Impairment to trademarks and domain names | 0 | 0 | $ 0 | ||||||
RH Segment [Member] | RHCA Integration Into RH Platform [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Liability for lease losses | 4,400 | 4,400 | |||||||
Waterworks [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Impairment to goodwill | 33,700,000 | 33,700,000 | |||||||
Remaining goodwill balance | 17,445,000 | 49,229,000 | 17,445,000 | 49,229,000 | |||||
Impairment to trademarks and domain names | $ 0 | 0 | |||||||
Maximum [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
U.S. corporate income tax rate | 35.00% | ||||||||
Computer Software [Member] | Maximum [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Property and Equipment, Useful Life | 10 years | ||||||||
Computer Software [Member] | Minimum [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Property and Equipment, Useful Life | 3 years | ||||||||
Capitalized Property and Equipment [Member] | RHCA Integration Into RH Platform [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Restructuring related costs, including loss on disposal | 5,500,000 | ||||||||
Capitalized Property and Equipment [Member] | RHCA Integration Into RH Platform [Member] | Distribution Center Closures [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Restructuring related costs, including loss on disposal | $ 2,100,000 | ||||||||
Other Current Liabilities [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Product recall accrual | 1,200,000 | 4,300,000 | $ 1,200,000 | 4,300,000 | |||||
Other Non-Current Obligations [Member] | RHCA Integration Into RH Platform [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Liability for lease losses | 7,100,000 | $ 3,200,000 | 7,100,000 | $ 3,200,000 | |||||
Other Non-Current Obligations [Member] | RHCA Integration Into RH Platform [Member] | Distribution Center Closures [Member] | |||||||||
Summary Of Accounting Policies [Line Items] | |||||||||
Liability for lease losses | $ 2,600,000 | $ 2,600,000 |
Significant Accounting Polici49
Significant Accounting Policies - Schedule of Product Recall Adjustments Effect on Income Before Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Payables And Accruals [Line Items] | ||
Product recall adjustment effect on income before taxes | $ 7,707 | $ 4,615 |
Reduction of Net Revenues [Member] | ||
Payables And Accruals [Line Items] | ||
Product recall adjustment effect on income before taxes | 3,207 | 3,441 |
Incremental Cost of Goods Sold and Inventory Charges [Member] | ||
Payables And Accruals [Line Items] | ||
Product recall adjustment effect on income before taxes | 4,315 | 535 |
Impact on Gross Profit [Member] | ||
Payables And Accruals [Line Items] | ||
Product recall adjustment effect on income before taxes | 7,522 | 3,976 |
Incremental Selling, General and Administrative Expenses [Member] | ||
Payables And Accruals [Line Items] | ||
Product recall adjustment effect on income before taxes | $ 185 | $ 639 |
Significant Accounting Polici50
Significant Accounting Policies - Schedule of Property and Equipment Useful Lives (Detail) | 12 Months Ended |
Feb. 03, 2018 | |
Building and Building Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 40 years |
Minimum [Member] | Machinery, Equipment and Aircraft [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 3 years |
Minimum [Member] | Furniture, Fixtures and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 3 years |
Minimum [Member] | Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 3 years |
Maximum [Member] | Machinery, Equipment and Aircraft [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 10 years |
Maximum [Member] | Furniture, Fixtures and Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 7 years |
Maximum [Member] | Computer Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property and Equipment, Useful Life | 10 years |
Significant Accounting Polici51
Significant Accounting Policies - Summary of RHCA liability for lease losses (Detail) $ in Thousands | 12 Months Ended |
Feb. 03, 2018USD ($) | |
Accounting Policies [Abstract] | |
Balance at beginning of fiscal year | $ 3,188 |
Payments made under lease agreement | (1,699) |
Payments received under sublease agreement | 1,003 |
Remeasurement | 4,417 |
Interest | 191 |
Balance at end of fiscal year | $ 7,100 |
Significant Accounting Polici52
Significant Accounting Policies - Summary of Allowance for Sales Returns, Net of Cost of Goods Sold (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Balance at beginning of fiscal year | $ 10,077 | $ 12,688 | $ 10,235 |
Provision for sales returns | 108,134 | 106,508 | 104,028 |
Actual sales returns | (107,646) | (109,642) | (101,575) |
Balance at end of fiscal year | $ 10,565 | 10,077 | 12,688 |
Waterworks [Member] | |||
Balance at beginning of fiscal year | $ 523 | ||
Balance at end of fiscal year | $ 523 |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ in Thousands | May 27, 2016 | Jul. 29, 2017 | Feb. 03, 2018 | Jan. 28, 2017 |
Business Acquisition [Line Items] | ||||
Acquisition-related costs | $ 2,847 | |||
Design Investors WW Acquisition Company, LLC [Member] | ||||
Business Acquisition [Line Items] | ||||
Purchase price of acquisition | $ 119,900 | |||
Cash portion of purchase price | 118,400 | |||
Fair value of shares issued to acquire business | $ 1,500 | |||
Voting equity interest | 100.00% | |||
Acquisition-related costs | $ 0 | 2,800 | ||
Purchase price allocation adjustment due to changes in certain working capital and other items | $ 1,900 | |||
Increase in carrying value of acquired finished goods inventory | $ 9,700 | |||
Design Investors WW Acquisition Company, LLC [Member] | Minimum [Member] | ||||
Business Acquisition [Line Items] | ||||
Total equity interest acquired | 90.00% |
Business Combination - Summary
Business Combination - Summary of Purchase Price Allocation Based on Estimated Fair Value of Acquired Assets and Assumed Liabilities, Prior to and After Purchase Price Allocation Adjustments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Business Acquisition [Line Items] | ||
Goodwill | $ 141,893 | $ 173,603 |
Design Investors WW Acquisition Company, LLC [Member] | ||
Business Acquisition [Line Items] | ||
Tangible assets acquired and liabilities assumed | 16,699 | 18,615 |
Trademarks | 52,100 | 52,100 |
Goodwill | 51,145 | 49,229 |
Total | 119,944 | $ 119,944 |
Purchase Price Allocation Adjustments, Tangible assets acquired and liabilities assumed | (1,916) | |
Purchase Price Allocation Adjustments, Goodwill | $ 1,916 |
Prepaid Expense and Other Ass55
Prepaid Expense and Other Assets - Prepaid Expense and Other Current Assets (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Capitalized catalog costs | $ 44,122 | $ 61,258 |
Vendor deposits | 9,701 | 13,276 |
Federal tax receivable | 13,124 | |
Prepaid expense and other current assets | 14,762 | 29,504 |
Total prepaid expense and other current assets | $ 68,585 | $ 117,162 |
Prepaid Expense And Other Ass56
Prepaid Expense And Other Assets - Schedule of Other Non-Current Assets (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Other Assets Noncurrent [Abstract] | ||
Construction related deposits | $ 7,407 | $ 28,044 |
Other deposits | 4,997 | 4,706 |
Deferred financing fees | 4,446 | 1,530 |
Other non-current assets | 4,482 | 1,889 |
Total other non-current assets | $ 21,332 | $ 36,169 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,083,837 | $ 916,159 |
Less-accumulated depreciation and amortization | (283,139) | (234,103) |
Total property and equipment—net | 800,698 | 682,056 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 556,443 | 439,574 |
Computer Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 130,890 | 120,051 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 81,469 | 73,730 |
Machinery, Equipment and Aircraft [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 52,757 | 50,979 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 11,382 | 11,396 |
Building and Building Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 4,927 | 10,113 |
Build-to-Suit Property [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 237,909 | 202,713 |
Building and Equipment under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,060 | 7,603 |
Less-accumulated depreciation and amortization | $ (2,100) | $ (1,600) |
Property and Equipment - Sche58
Property and Equipment - Schedule of Property and Equipment (Parenthetical) (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 1,083,837 | $ 916,159 |
Accumulated amortization | 283,139 | 234,103 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 110,400 | 68,400 |
Building and Equipment under Capital Leases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 8,060 | 7,603 |
Accumulated amortization | $ 2,100 | $ 1,600 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 70 | $ 56.9 | $ 44.2 |
Goodwill and Trademarks and D60
Goodwill and Trademarks and Domain Names - Goodwill and Trademarks and Domain Names Activity (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 03, 2018 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Beginning Balance | $ 173,603,000 | |||
Impairment | (33,700,000) | |||
Ending Balance | $ 141,893,000 | 141,893,000 | $ 173,603,000 | |
Beginning Balance | 100,624,000 | |||
Ending Balance | 100,663,000 | 100,663,000 | 100,624,000 | |
RH Segment [Member] | ||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Beginning Balance | 124,374,000 | |||
Impairment | 0 | 0 | $ 0 | |
Foreign Currency Translation | 74,000 | |||
Ending Balance | 124,448,000 | 124,448,000 | 124,374,000 | |
Beginning Balance | 48,524,000 | |||
Additions | 39,000 | |||
Impairment to trademarks and domain names | 0 | 0 | $ 0 | |
Ending Balance | 48,563,000 | 48,563,000 | 48,524,000 | |
Waterworks [Member] | ||||
Indefinite Lived Intangible Assets By Major Class [Line Items] | ||||
Beginning Balance | 49,229,000 | |||
Purchase Price Allocation Adjustments | 1,916,000 | |||
Impairment | (33,700,000) | (33,700,000) | ||
Ending Balance | 17,445,000 | 17,445,000 | 49,229,000 | |
Beginning Balance | 52,100,000 | |||
Impairment to trademarks and domain names | 0 | 0 | ||
Ending Balance | $ 52,100,000 | $ 52,100,000 | $ 52,100,000 |
Goodwill and Trademarks and D61
Goodwill and Trademarks and Domain Names - Goodwill and Trademarks and Domain Names Activity (Parenthetical) (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | $ 141,893 | $ 173,603 |
Design Investors WW Acquisition Company, LLC [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Goodwill | 51,145 | 49,229 |
Trademarks | $ 52,100 | $ 52,100 |
Accounts Payable, Accrued Exp62
Accounts Payable, Accrued Expenses and Other Current Liabilities - Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Payables And Accruals [Abstract] | ||
Accounts payable | $ 195,313 | $ 134,720 |
Accrued compensation | 47,534 | 26,886 |
Accrued freight and duty | 23,757 | 27,955 |
Accrued sales taxes | 19,525 | 14,908 |
Accrued catalog costs | 9,000 | 3,874 |
Accrued occupancy | 8,612 | 8,137 |
Accrued professional fees | 3,555 | 2,082 |
Other accrued expenses | 11,469 | 8,418 |
Total accounts payable and accrued expenses | $ 318,765 | $ 226,980 |
Accounts Payable, Accrued Exp63
Accounts Payable, Accrued Expenses and Other Current Liabilities - Schedule of Other Current Liabilities (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 |
Payables And Accruals [Abstract] | ||||
Unredeemed gift card and merchandise credit liability | $ 24,138 | $ 24,524 | ||
Allowance for sales returns | 10,565 | 10,077 | $ 12,688 | $ 10,235 |
Current portion of non-current debt | 6,033 | |||
Federal and state tax payable | 5,391 | 619 | ||
Product recall reserve | 1,201 | 4,324 | ||
Other liabilities | 3,838 | 3,727 | ||
Total other current liabilities | $ 51,166 | $ 43,271 |
Other Non-Current Obligations -
Other Non-Current Obligations - Schedule of Other Non-Current Obligations (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | |
Other Liabilities Noncurrent [Abstract] | |||
Notes payable for share repurchases | $ 19,390 | $ 19,390 | |
Equipment security notes | [1] | 13,864 | |
Promissory note | [2] | 11,627 | |
Lease loss liabilities | 9,684 | 3,188 | |
Capital lease obligations—non-current | 7,509 | 7,242 | |
Deferred contract incentive | [3] | 5,358 | 7,739 |
Unrecognized tax benefits | 3,728 | 2,508 | |
Rollover units and profit interests | [4] | 2,211 | 1,784 |
Other non-current obligations | 2,996 | 2,833 | |
Total other non-current obligations | $ 76,367 | $ 44,684 | |
[1] | Represents the non-current portion of equipment security notes secured by certain of the Company’s distribution center property and equipment. | ||
[2] | Represents the non-current portion of a promissory note secured by the Company’s aircraft. | ||
[3] | Represents the non-current portion of an incentive payment received in relation to a 5-year service agreement. The amount will be amortized over the term of the agreement. | ||
[4] | Represents rollover units and profit interests associated with the acquisition of Waterworks. Refer to Note 16—Stock-Based Compensation. |
Other Non-Current Obligations65
Other Non-Current Obligations - Schedule of Other Non-Current Obligations (Parenthetical) (Detail) | 12 Months Ended |
Feb. 03, 2018 | |
Other Liabilities Noncurrent [Abstract] | |
Incentive payment service agreement period | 5 years |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | Jun. 18, 2014USD ($)dDerivative$ / shares$ / Derivativeshares | Jun. 30, 2015USD ($)dDerivative$ / shares$ / Derivativeshares | Feb. 02, 2019 | Feb. 03, 2018USD ($) | Jan. 28, 2017USD ($) | Jan. 30, 2016USD ($) | Jul. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||||
Amortization of debt discount | $ 30,457,000 | $ 28,822,000 | $ 22,114,000 | ||||
Total cost of convertible note hedge transactions | 68,250,000 | ||||||
Cash proceeds from sale of warrants | $ 30,390,000 | ||||||
Tax act, provisional income tax expense (benefit) | $ 7,000,000 | ||||||
U.S. corporate income tax rate | 33.70% | 35.00% | 35.00% | ||||
Scenario, Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
U.S. corporate income tax rate | 21.00% | ||||||
Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
U.S. corporate income tax rate | 35.00% | ||||||
Convertible Senior Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 300,000,000 | $ 300,000,000 | |||||
Deemed elected combination settlement amount per note to be received upon conversion | $ 1,000 | ||||||
Debt instrument, effective interest rate | 6.47% | ||||||
Discounts and commissions payable | $ 3,800,000 | 44,135,000 | 60,124,000 | ||||
Third party offering costs | $ 2,300,000 | ||||||
Amortization of debt issuance costs | 1,000,000 | 1,000,000 | $ 600,000 | ||||
Amortization of debt discount | $ 16,000,000 | 15,000,000 | 8,900,000 | ||||
Warrants sold to purchase common stock | shares | 2,500,000 | ||||||
Cash proceeds from sale of warrants | $ 30,400,000 | ||||||
Warrants price per share | $ / shares | $ 189 | ||||||
Convertible Senior Notes Due 2020 [Member] | Convertible Bond Hedge and Warrant Transactions [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Conversion price per share | $ / shares | $ 189 | ||||||
Convertible note hedge, number of shares | Derivative | 2,500,000 | ||||||
Convertible note hedge, price per share | $ / Derivative | 118.13 | ||||||
Convertible note hedge, description | The Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 2.5 million shares of its common stock at a price of approximately $118.13 per share | ||||||
Convertible note hedge, inception Date | Jun. 30, 2015 | ||||||
Total cost of convertible note hedge transactions | $ 68,300,000 | ||||||
Deferred tax liability | $ 32,800,000 | ||||||
Deferred tax asset | 26,600,000 | ||||||
Tax act, provisional income tax expense (benefit) | $ (1,100,000) | ||||||
Convertible Senior Notes Due 2020 [Member] | Convertible Bond Hedge and Warrant Transactions [Member] | Warrants Subject to Certain Adjustment Mechanisms [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants sold to purchase common stock | shares | 5,100,000 | ||||||
Convertible Senior Notes Due 2020 [Member] | Convertible Debt Instrument Conversion Period One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible trading days | d | 20 | ||||||
Debt instrument, convertible consecutive trading days | d | 30 | ||||||
Debt instrument, convertible percentage of stock price | 130.00% | ||||||
Convertible Senior Notes Due 2020 [Member] | Convertible Debt Instrument Conversion Period Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible trading days | d | 5 | ||||||
Debt instrument, convertible consecutive trading days | d | 10 | ||||||
Debt instrument, convertible percentage of stock price | 98.00% | ||||||
Convertible Senior Notes Due 2020 [Member] | Convertible Debt Instrument Conversion Period Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible earliest date | Mar. 15, 2020 | ||||||
Convertible Senior Notes Due 2020 [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, initial conversion rate | 8.4656 | ||||||
Debt instrument, conversion principal amount | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 118.13 | ||||||
Debt instrument, conversion description | The initial conversion rate applicable to the 2020 Notes is 8.4656 shares of common stock per $1,000 principal amount of 2020 Notes, which is equivalent to an initial conversion price of approximately $118.13 per share. | ||||||
Convertible Senior Notes Due 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 350,000,000 | 350,000,000 | |||||
Debt instrument, convertible earliest date | Mar. 15, 2019 | ||||||
Deemed elected combination settlement amount per note to be received upon conversion | $ 1,000 | ||||||
Debt instrument, effective interest rate | 4.51% | ||||||
Discounts and commissions payable | $ 4,400,000 | $ 20,988,000 | 35,457,000 | ||||
Third party offering costs | $ 1,000,000 | ||||||
Amortization of debt issuance costs | 900,000 | 800,000 | 800,000 | ||||
Amortization of debt discount | $ 14,500,000 | $ 13,800,000 | $ 13,200,000 | ||||
Warrants sold to purchase common stock | shares | 3,000,000 | ||||||
Cash proceeds from sale of warrants | $ 40,400,000 | ||||||
Warrants price per share | $ / shares | $ 171.98 | ||||||
Convertible Senior Notes Due 2019 [Member] | Convertible Bond Hedge and Warrant Transactions [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Convertible note hedge, number of shares | Derivative | 3,000,000 | ||||||
Convertible note hedge, price per share | $ / Derivative | 116.09 | ||||||
Convertible note hedge, description | the Company entered into convertible note hedge transactions whereby the Company has the option to purchase a total of approximately 3.0 million shares of its common stock at a price of approximately $116.09 per share. | ||||||
Total cost of convertible note hedge transactions | $ 73,300,000 | ||||||
Deferred tax liability | $ 27,500,000 | ||||||
Deferred tax asset | 28,600,000 | ||||||
Tax act, provisional income tax expense (benefit) | $ 100,000 | ||||||
Conversion price per share, two | $ / shares | $ 171.98 | ||||||
Convertible Senior Notes Due 2019 [Member] | Convertible Bond Hedge and Warrant Transactions [Member] | Warrants Subject to Certain Adjustment Mechanisms [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Warrants sold to purchase common stock | shares | 6,000,000 | ||||||
Convertible Senior Notes Due 2019 [Member] | Convertible Debt Instrument Conversion Period One [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible trading days | d | 20 | ||||||
Debt instrument, convertible consecutive trading days | d | 30 | ||||||
Debt instrument, convertible percentage of stock price | 130.00% | ||||||
Convertible Senior Notes Due 2019 [Member] | Convertible Debt Instrument Conversion Period Two [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible trading days | d | 5 | ||||||
Debt instrument, convertible consecutive trading days | d | 10 | ||||||
Debt instrument, convertible percentage of stock price | 98.00% | ||||||
Convertible Senior Notes Due 2019 [Member] | Convertible Debt Instrument Conversion Period Three [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, convertible earliest date | Mar. 15, 2019 | ||||||
Convertible Senior Notes Due 2019 [Member] | Common Stock [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, initial conversion rate | 8.6143 | ||||||
Debt instrument, conversion principal amount | $ 1,000 | ||||||
Conversion price per share | $ / shares | $ 116.09 | ||||||
Debt instrument, conversion description | The initial conversion rate applicable to the 2019 Notes is 8.6143 shares of common stock per $1,000 principal amount of 2019 Notes, which is equivalent to an initial conversion price of approximately $116.09 per share | ||||||
Private Placement [Member] | Convertible Senior Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 250,000,000 | ||||||
Debt instrument, interest rate | 0.00% | ||||||
Debt instrument, maturity date | Jul. 15, 2020 | ||||||
Private Placement [Member] | Convertible Senior Notes Due 2019 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 350,000,000 | ||||||
Debt instrument, interest rate | 0.00% | ||||||
Debt instrument, maturity date | Jun. 15, 2019 | ||||||
Exercise of Over Allotment Option in Private Placement [Member] | Convertible Senior Notes Due 2020 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, principal amount | $ 50,000,000 |
Convertible Senior Notes - Carr
Convertible Senior Notes - Carrying Values of Notes Excluding the Discounts upon Original Issuance and Third Party Offering Costs (Detail) - Convertible Senior Notes Due 2020 [Member] - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jun. 30, 2015 |
Liability component | |||
Principal | $ 300,000 | $ 300,000 | |
Less: Debt discount | (44,135) | (60,124) | $ (3,800) |
Net carrying amount | 255,865 | 239,876 | |
Equity component | $ 84,003 | $ 84,003 |
Convertible Senior Notes - Ca68
Convertible Senior Notes - Carrying Value of Notes Excluding the Discounts and Commissions Payable to the Initial Purchasers and Third Party Offering Costs (Detail) - Convertible Senior Notes Due 2019 [Member] - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 | Jun. 18, 2014 |
Liability component | |||
Principal | $ 350,000 | $ 350,000 | |
Less: Debt discount | (20,988) | (35,457) | $ (4,400) |
Net carrying amount | 329,012 | 314,543 | |
Equity component | $ 70,482 | $ 70,482 |
Credit Facilities - Schedule of
Credit Facilities - Schedule of Credit Facilities (Detail) $ in Thousands | Feb. 03, 2018USD ($) |
Line Of Credit Facility [Line Items] | |
Credit facilities, Outstanding Amount | $ 279,970 |
Credit facilities, Unamortized Debt Issuance Costs | (501) |
Credit facilities, Net Carrying Amount | 279,469 |
Asset Based Credit Facility [Member] | |
Line Of Credit Facility [Line Items] | |
Credit facilities, Outstanding Amount | 199,970 |
Credit facilities, Net Carrying Amount | 199,970 |
LILO Term Loan [Member] | |
Line Of Credit Facility [Line Items] | |
Credit facilities, Outstanding Amount | 80,000 |
Credit facilities, Unamortized Debt Issuance Costs | (501) |
Credit facilities, Net Carrying Amount | $ 79,499 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) - USD ($) | Oct. 10, 2017 | Jul. 07, 2017 | Jun. 28, 2017 | Feb. 03, 2018 | Jan. 28, 2017 |
Line Of Credit Facility [Line Items] | |||||
Deferred financing fees | $ 4,446,000 | $ 1,530,000 | |||
Revolving line of credit, interest rate description | Borrowings under the revolving line of credit and LILO term loan facility are subject to interest, at the borrowers’ option, at either the bank’s reference rate or LIBOR (or, in the case of the revolving line of credit, the Bank of America “BA” Rate or the Canadian Prime Rate, as such terms are defined in the credit agreement, for Canadian borrowings denominated in Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case. | ||||
Fixed charge coverage ratio, fixed amount available under revolving line of credit | $ 40,000,000 | ||||
Fixed charge coverage ratio, percentage of sum of lesser of aggregate revolving commitments and aggregate revolving borrowing base plus lesser of outstanding LILO term loan or LILO term loan borrowing base | 10.00% | ||||
Fixed charge coverage ratio | 1 | ||||
Fixed charge coverage ratio, description | In addition, under the credit agreement, the Company is required to meet specified financial ratios in order to undertake certain actions, and the Company may be required to maintain certain levels of excess availability or meet a specified consolidated fixed-charge coverage ratio (“FCCR”). The trigger for the FCCR occurs if the domestic availability under the revolving line of credit is less than the greater of (i) $40.0 million and (ii) 10% of the sum of (a) the lesser of (x) the aggregate revolving commitments under the credit agreement and (y) the aggregate revolving borrowing base, plus (b) the lesser of (x) the then outstanding amount of the LILO term loan or (y) the LILO term loan borrowing base. If the availability under the credit agreement is less than the foregoing amount, then Restoration Hardware, Inc. is required to maintain an FCCR of at least one to one. | ||||
Availability under revolving line of credit for extensions of credit, fixed amount | $ 40,000,000 | ||||
Availability under revolving line of credit for extensions of credit, percentage of sum of lesser of aggregate revolving commitments and aggregate revolving borrowing base plus lesser of outstanding LILO term loan or LILO term loan borrowing base | 10.00% | ||||
Availability under revolving line of credit for extensions of credit, sweep cash to prepayment of loan decription | The credit agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) the availability under the revolving line of credit for extensions of credit is less than the greater of (A) $40.0 million and (B) 10% of the sum of (a) the lesser of (x) the aggregate revolving commitments under the credit agreement and (y) the aggregate revolving borrowing base, plus (b) the lesser of (x) the then outstanding amount of the LILO term loan or (y) the LILO term loan borrowing base. | ||||
Outstanding revolving line of credit | $ 279,469,000 | ||||
Amounts outstanding under credit facilities | $ 279,970,000 | ||||
Fixed charge coverage ratio covenant, percentage of borrowing base | 10.00% | ||||
Incremental borrowing available after maintaining fixed charge coverage ratio | $ 136,400,000 | ||||
Loss on extinguishment of debt | $ (4,880,000) | ||||
Credit Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Agreement, date | Jun. 28, 2017 | ||||
Unamortized deferred financing fees written off / expensed | $ 100,000 | ||||
Credit Agreement [Member] | Other Non-current Assets [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Deferred financing fees | 3,900,000 | ||||
Revolving Credit Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Availability under the revolving line of credit | 186,400,000 | ||||
Outstanding revolving line of credit | 200,000,000 | ||||
Outstanding letters of credit | $ 33,800,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Amended and restated credit agreement maturity date | Jun. 28, 2022 | ||||
Unamortized deferred financing fees | $ 1,100,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Maximum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Availability under the revolving line of credit | $ 600,000,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Minimum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | 600,000,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Scenario, Plan Subject to Satisfaction of Conditions [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Increase in revolving line of credit | 200,000,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Scenario, Plan Subject to Satisfaction of Conditions [Member] | Maximum [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit | 800,000,000 | ||||
Revolving Credit Facility [Member] | Credit Agreement [Member] | Restoration Hardware Canada, Inc. [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Availability under the revolving line of credit | 10,000,000 | ||||
LILO Term Loan Facility [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Debt issuance costs | 600,000 | ||||
Outstanding revolving line of credit | 79,499,000 | ||||
Amounts outstanding under credit facilities | $ 80,000,000 | ||||
LILO Term Loan Facility [Member] | Credit Agreement [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 80,000,000 | ||||
Second Lien Term Loan [Member] | |||||
Line Of Credit Facility [Line Items] | |||||
Agreement, date | Jul. 7, 2017 | ||||
Line of credit facility, maximum borrowing capacity | $ 100,000,000 | ||||
Amended and restated credit agreement maturity date | Jan. 7, 2023 | ||||
Debt issuance costs | $ 3,600,000 | ||||
Repayment of term loan | $ 100,000,000 | ||||
Loss on extinguishment of debt | $ (4,900,000) | ||||
Prepayment penalty | 3,000,000 | ||||
Acceleration of amortization of debt issuance costs | $ 1,900,000 | ||||
Interest rate description | Annual rate generally based on LIBOR plus 8.25% | ||||
Variable interest rate description | one month LIBOR plus 8.25% | ||||
Debt instrument, basis spread on variable rate | 8.25% |
Fair Value of Financial Instr71
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Transfers out of Level 1 into Level 2 | $ 0 | $ 0 |
Transfers out of Level 2 into Level 1 | 0 | 0 |
Estimated Fair Value [Member] | Asset Based Credit Facility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of term loan | 200,000,000 | |
Estimated Fair Value [Member] | LILO Term Loan [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Estimated fair value of term loan | 80,000,000 | |
Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value measurement, purchases, sales, issuances, or settlements | 0 | 0 |
Short-term investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | 0 | 142,677,000 |
Long-term investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Total investments | $ 0 | $ 33,212,000 |
Fair Value of Financial Instr72
Fair Value of Financial Instruments - Schedule of Assets Measured at Fair Value (Detail) - USD ($) | Feb. 03, 2018 | Jan. 28, 2017 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | $ 8,003,000 | |
Total | 183,892,000 | |
Money market funds [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,510,000 | |
Commercial paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 5,493,000 | |
Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,510,000 | |
Total | 5,063,000 | |
Level 1 [Member] | Money market funds [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 2,510,000 | |
Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 5,493,000 | |
Total | 178,829,000 | |
Level 2 [Member] | Commercial paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total cash equivalents | 5,493,000 | |
Short-term investments [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 0 | 142,677,000 |
Short-term investments [Member] | Commercial paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 34,534,000 | |
Short-term investments [Member] | Government agency obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 108,143,000 | |
Short-term investments [Member] | Level 1 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 2,553,000 | |
Short-term investments [Member] | Level 1 [Member] | Government agency obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 2,553,000 | |
Short-term investments [Member] | Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 140,124,000 | |
Short-term investments [Member] | Level 2 [Member] | Commercial paper [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 34,534,000 | |
Short-term investments [Member] | Level 2 [Member] | Government agency obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 105,590,000 | |
Long-term investments [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 0 | 33,212,000 |
Long-term investments [Member] | Government agency obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 33,212,000 | |
Long-term investments [Member] | Level 2 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | 33,212,000 | |
Long-term investments [Member] | Level 2 [Member] | Government agency obligations [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total investments | $ 33,212,000 |
Fair Value of Financial Instr73
Fair Value of Financial Instruments - Schedule of Available-for-sale Securities Maturities (Detail) $ in Thousands | Jan. 28, 2017USD ($) |
Cost range of maturity | |
Cost due within 1 year | $ 148,155 |
Cost due in 1 to 2 years | 33,238 |
Fair value range of maturity | |
Fair value due within 1 year | 148,170 |
Fair value due in 1 to 2 years | $ 33,212 |
Fair Value of Financial Instr74
Fair Value of Financial Instruments - Estimated Fair Value and Carrying Value of 2019 and 2020 Notes (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Convertible Senior Notes Due 2019 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Convertible senior notes, Fair Value | $ 324,866 | $ 295,381 |
Convertible senior notes, Carrying Value | 329,012 | 314,543 |
Convertible Senior Notes Due 2020 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Convertible senior notes, Fair Value | 261,047 | 232,463 |
Convertible senior notes, Carrying Value | $ 255,865 | $ 239,876 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Oct. 31, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | Jan. 31, 2015 | |
Income Tax [Line Items] | ||||||
U.S. corporate income tax rate | 33.70% | 35.00% | 35.00% | |||
Tax act, provisional income tax expense | $ 7,000,000 | |||||
Tax act, provisional income tax expense, remeasurement of net deferred tax assets | 6,000,000 | |||||
Tax act, provisional income tax expense, estimate of transition tax | 1,000,000 | |||||
Valuation allowances retained against deferred tax assets | 1,190,000 | $ 760,000 | $ 158,000 | $ 176,000 | ||
State net operating loss carryovers | 2,400,000 | |||||
Foreign net operating loss carryovers | $ 7,100,000 | |||||
Expiration of federal and state net operating loss carryovers | The state net operating loss carryovers will begin to expire in 2022, and the foreign net operating loss carryovers have an indefinite carryforward. | |||||
Ownership equity method percentage | 50.00% | |||||
Unrecognized tax benefits | $ 8,200,000 | |||||
Tax expense and the effective tax rate, if recognized | 6,500,000 | |||||
Amended federal tax return claiming refund | $ 5,400,000 | |||||
Income tax benefit from amended tax return | 0 | |||||
Exposures related to unrecognized tax benefits | $ 400,000 | |||||
Period of unrecognized tax benefits change | 12 months | |||||
Accrued penalties and interest expenses | $ 500,000 | 300,000 | ||||
Tax Year 2014 [Member] | ||||||
Income Tax [Line Items] | ||||||
Tax year open to examination in United States and various states and foreign jurisdictions | 2,014 | |||||
Tax Year 2015 [Member] | ||||||
Income Tax [Line Items] | ||||||
Tax year open to examination in United States and various states and foreign jurisdictions | 2,015 | |||||
Tax Year 2016 [Member] | ||||||
Income Tax [Line Items] | ||||||
Tax year open to examination in United States and various states and foreign jurisdictions | 2,016 | |||||
Foreign Jurisdictions [Member] | ||||||
Income Tax [Line Items] | ||||||
Valuation allowances retained against deferred tax assets | $ 1,200,000 | $ 800,000 | ||||
Maximum [Member] | ||||||
Income Tax [Line Items] | ||||||
U.S. corporate income tax rate | 35.00% | |||||
Scenario, Plan [Member] | ||||||
Income Tax [Line Items] | ||||||
U.S. corporate income tax rate | 21.00% |
Income Taxes - Summary of Incom
Income Taxes - Summary of Income Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 28,859 | $ 8,370 | $ 148,756 |
Foreign | 1,292 | 184 | 1,128 |
Income before income taxes | $ 30,151 | $ 8,554 | $ 149,884 |
Income Taxes - Summary of Inc77
Income Taxes - Summary of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Current | |||
Current, Federal | $ 18,593 | $ 751 | $ 55,676 |
Current, State | 2,761 | 2,410 | 9,112 |
Current, Foreign | 933 | 694 | 227 |
Total current tax expense | 22,287 | 3,855 | 65,015 |
Deferred | |||
Deferred, Federal | 6,042 | 2,109 | (5,691) |
Deferred, State | (355) | (2,414) | (648) |
Deferred, Foreign | (3) | (397) | 105 |
Total deferred tax expense (benefit) | 5,684 | (702) | (6,234) |
Total income tax expense | $ 27,971 | $ 3,153 | $ 58,781 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Provision at federal statutory tax rate | 33.70% | 35.00% | 35.00% |
Non-deductible stock-based compensation | 26.70% | ||
Federal statutory tax rate change | 20.10% | ||
Goodwill impairment | 17.90% | ||
State income taxes-net of federal tax impact | 4.80% | 4.80% | 3.70% |
Aircraft expenses | 3.60% | 3.30% | 0.10% |
Foreign income inclusion—transition tax | 3.30% | ||
Meals and entertainment | 1.50% | 5.00% | 0.20% |
Net adjustments to tax accruals and other | 1.40% | 1.20% | 0.10% |
Other permanent items | 1.30% | 2.80% | 0.10% |
Valuation allowance | 1.10% | 0.90% | |
Transaction costs | 2.60% | ||
Stock compensation—excess benefits | (20.90%) | ||
Foreign income | (0.90%) | (4.20%) | (0.10%) |
Tax rate adjustments | (0.60%) | (5.80%) | 0.10% |
Donation of appreciated property | (0.20%) | (8.70%) | |
Effective tax rate | 92.80% | 36.90% | 39.20% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Non-current deferred tax assets (liabilities) | ||
Stock-based compensation | $ 25,047 | $ 37,804 |
Deferred lease credits | 18,355 | 25,457 |
Inventory | 16,132 | 37,198 |
Accrued expense | 10,488 | 18,024 |
Deferred revenue | 3,313 | 1,887 |
Net operating loss carryforwards | 1,584 | 1,044 |
U.S. impact of Canadian transfer pricing | 1,089 | 1,404 |
Charitable contributions | 106 | 1,877 |
Property and equipment | (21,869) | (32,396) |
Trademarks and intangibles | (14,991) | (28,345) |
Prepaid expense and other | (12,379) | (28,387) |
State tax benefit | (2,394) | (4,143) |
Convertible senior notes | (1,890) | (3,867) |
Other | 1,910 | 1,669 |
Non-current deferred tax assets | 24,501 | 29,226 |
Valuation allowance | (1,190) | (760) |
Net non-current deferred tax assets | $ 23,311 | $ 28,466 |
Income Taxes - Schedule of Re80
Income Taxes - Schedule of Reconciliation of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of fiscal year | $ 760 | $ 158 | $ 176 |
Net changes in deferred tax assets and liabilities | 430 | 602 | (18) |
Balance at end of fiscal year | $ 1,190 | $ 760 | $ 158 |
Income Taxes - Schedule of Re81
Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Income Tax Disclosure [Abstract] | |||
Balance at beginning of fiscal year | $ 2,190 | $ 921 | $ 940 |
Gross increases (decreases)—prior period tax positions | 5,491 | 53 | (88) |
Gross increases—current period tax positions | 471 | 1,216 | 69 |
Balance at end of fiscal year | $ 8,152 | $ 2,190 | $ 921 |
Net Income Per Share - Schedule
Net Income Per Share - Schedule of Weighted-Average Shares Used for Net Income per Share (Detail) - shares | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Earnings Per Share [Abstract] | |||||||||||
Weighted-average shares—basic | 21,418,283 | 21,221,848 | 28,398,307 | 37,609,516 | 40,803,626 | 40,730,059 | 40,646,124 | 40,588,081 | 27,053,616 | 40,691,483 | 40,190,448 |
Effect of dilutive stock-based awards | 2,199,592 | 235,357 | 2,066,111 | ||||||||
Weighted-average shares—diluted | 25,666,174 | 23,535,617 | 28,398,307 | 37,609,516 | 41,000,760 | 40,926,450 | 40,820,495 | 40,588,081 | 29,253,208 | 40,926,840 | 42,256,559 |
Net Income Per Share - Anti-Dil
Net Income Per Share - Anti-Dilutive Securities Excluded from Diluted Net Income per Share (Detail) - shares | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options and restricted stock units were excluded from calculation of diluted net earnings share | 3,124,779 | 7,853,373 | 535,306 |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options and restricted stock units were excluded from calculation of diluted net earnings share | 2,895,471 | 7,243,697 | 522,390 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Options and restricted stock units were excluded from calculation of diluted net earnings share | 229,308 | 609,676 | 12,916 |
Share Repurchases - Additional
Share Repurchases - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jul. 29, 2017 | Apr. 29, 2017 | Feb. 03, 2018 | Feb. 03, 2018 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | May 02, 2017 | Feb. 21, 2017 | |
Equity Class Of Treasury Stock [Line Items] | |||||||||
Shares of common stock purchased under repurchase program, shares | 2,625 | ||||||||
Shares of common stock purchased under repurchase program | $ 1,000,328,000 | $ 238,000 | |||||||
Unpaid principal amount of notes payable for share repurchases | $ 19,390,000 | $ 19,390,000 | $ 19,390,000 | $ 19,390,000 | |||||
$700 Million Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Shares of common stock purchased under repurchase program, shares | 12,400,000 | 0 | |||||||
Shares of common stock purchased at an average price per share under repurchase program | $ 56.60 | ||||||||
Shares of common stock purchased under repurchase program | $ 700,000,000 | ||||||||
$300 Million Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Shares of common stock purchased under repurchase program, shares | 7,800,000 | 0 | |||||||
Shares of common stock purchased at an average price per share under repurchase program | $ 38.24 | ||||||||
Shares of common stock purchased under repurchase program | $ 300,000,000 | ||||||||
Share Repurchases Under Equity Plans [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Shares of common stock purchased under repurchase program, shares | 0 | 0 | |||||||
Unpaid principal amount of notes payable for share repurchases | $ 19,400,000 | $ 19,400,000 | $ 19,400,000 | $ 19,400,000 | |||||
Interest expense related to notes payable for share repurchases | 1,000,000 | 1,000,000 | $ 1,000,000 | ||||||
Share Repurchases Under Equity Plans [Member] | Promissory Notes [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Promissory notes issued | 0 | 0 | |||||||
Board of Directors [Member] | Maximum [Member] | $700 Million Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Stock repurchase program authorized amount | $ 700,000,000 | ||||||||
Board of Directors [Member] | Maximum [Member] | $300 Million Repurchase Program [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Stock repurchase program authorized amount | $ 300,000,000 | ||||||||
Director [Member] | Share Repurchases Under Equity Plans [Member] | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Unpaid principal amount of notes payable for share repurchases | $ 15,500,000 | $ 15,500,000 | $ 15,500,000 | $ 15,500,000 |
Share Repurchases - Summary of
Share Repurchases - Summary of Company's Repurchase and Promissory Note Issuance Activity (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Feb. 03, 2018 | Jan. 30, 2016 | |
Equity [Abstract] | ||
Shares repurchased | 2,625 | |
Fair value at purchase price | $ 1,000,328 | $ 238 |
Weighted-average interest rate | 3.00% | |
Weighted-average term | 7 years |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Feb. 05, 2018 | May 02, 2017 | Jan. 30, 2017 | May 27, 2016 | Nov. 01, 2012 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 50,709,000 | $ 29,214,000 | $ 24,223,000 | ||||||
Stock-based compensation cost capitalized | 0 | 0 | 0 | ||||||
Rollover units and profit interests | [1] | 2,211,000 | 1,784,000 | ||||||
Selling, general and administrative expenses | $ 717,766,000 | 626,751,000 | 567,131,000 | ||||||
Design Investors WW Acquisition Company, LLC [Member] | Profit Interests [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Profit interest expected life | 5 years | ||||||||
Selling, general and administrative expenses | $ 400,000 | 300,000 | |||||||
Design Investors WW Acquisition Company, LLC [Member] | Profit Interests [Member] | Other Non-Current Obligations [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Liability associated with the profit interests | 700,000 | 300,000 | |||||||
Appreciation Rights [Member] | Design Investors WW Acquisition Company, LLC [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Rollover units and profit interests | 1,500,000 | 1,500,000 | |||||||
Appreciation Rights [Member] | Design Investors WW Acquisition Company, LLC [Member] | Rollover Units [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | 0 | 0 | |||||||
Chairman and Chief Executive Officer [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 37,500,000 | ||||||||
Chairman and Chief Executive Officer [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 1,000,000 | ||||||||
Exercise price of option granted | $ 50 | ||||||||
Chairman and Chief Executive Officer [Member] | Time Based Restricted [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of share lapse per year | 250,000 | ||||||||
Chairman and Chief Executive Officer [Member] | Time Based Restricted [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option vesting period | 4 years | ||||||||
Chairman and Chief Executive Officer [Member] | Performance Based Restricted [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Expected vested exercise price description | performance-based restrictions linked to achieving the Company’s common stock price objectives of $100, $125 and $150 per share. | ||||||||
2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 37,500,000 | $ 16,300,000 | 10,400,000 | ||||||
Option to purchase of common stock | 1,242,400 | ||||||||
Aggregate intrinsic value of options outstanding | $ 360,100,000 | ||||||||
Aggregate intrinsic value of options vested or expected to vest | 320,700,000 | ||||||||
Aggregate intrinsic value of options exercisable | $ 245,800,000 | ||||||||
Weighted-average remaining contractual life of options exercisable | 6 years 1 month 6 days | ||||||||
Unrecognized compensation expense related to unvested options | $ 24,600,000 | ||||||||
Unrecognized compensation expense with weighted-average period | 3 years 25 days | ||||||||
Exercise price of option granted | $ 50.21 | ||||||||
2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Employees and Advisors [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 6,829,041 | ||||||||
2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Chairman and Chief Executive Officer [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 1,000,000 | ||||||||
Exercise price of option granted | $ 50 | ||||||||
2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] | Chairman and Chief Executive Officer [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 23,900 | ||||||||
2012 Stock Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Total number of shares issuable | 1,232,103 | 415,530 | |||||||
Number of additional shares issuable | 816,573 | 495,653 | |||||||
2012 Stock Incentive Plan [Member] | Waterworks Associates [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 3,700,000 | ||||||||
Exercise price of option granted | $ 33.54 | ||||||||
Common stock, lapse description | options are fully vested as of the date of grant but any shares issued upon exercise of such options will be subject to selling restrictions which are scheduled to lapse in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date. | ||||||||
Stock option granted | 322,784 | ||||||||
2012 Stock Incentive Plan [Member] | Restricted Stock Awards [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 12,800,000 | $ 12,600,000 | $ 13,800,000 | ||||||
Unrecognized compensation expense with weighted-average period | 3 years 18 days | ||||||||
Unrecognized compensation expense related to unvested options | $ 20,900,000 | ||||||||
2012 Stock Incentive Plan [Member] | Subsequent Event [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of additional shares issuable | 430,347 | ||||||||
Time-Based Restrictions and Performance-Based Restrictions [Member] | Chairman and Chief Executive Officer [Member] | Stock Options [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock-based compensation expense | $ 23,900,000 | ||||||||
Performance-Based Restrictions [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Common stock, lapse description | The stock price objectives are measured each year and are set at prices for the Company’s common stock of $100, $125 and $150 per share. If all three stock price objectives are met in the first performance year, restrictions will lapse as to 250,000 shares in aggregate at the end of such year, with 83,333 shares tied to a $100 price per share, 83,333 shares tied to a $125 price per share and 83,334 shares tied to a $150 price per share. The same price performance tests are applied in the second year of performance such that restrictions will lapse for an additional 250,000 shares at the end of the second year and then again as to an additional 250,000 shares at the end of each of the third and fourth years so long as Mr. Friedman remains employed at the end of each year. | ||||||||
Performance-Based Restrictions [Member] | Common Stock Achieving Price per Share of $100 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 83,333 | ||||||||
Exercise price of option granted | $ 100 | ||||||||
Performance-Based Restrictions [Member] | Common Stock Achieving Price per Share of $125 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 83,333 | ||||||||
Exercise price of option granted | $ 125 | ||||||||
Performance-Based Restrictions [Member] | Common Stock Achieving Price per Share of $150 [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 83,334 | ||||||||
Exercise price of option granted | $ 150 | ||||||||
Performance-Based Restrictions [Member] | First Performance Year [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 250,000 | ||||||||
Performance-Based Restrictions [Member] | Second Performance Year [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 250,000 | ||||||||
Performance-Based Restrictions [Member] | Third Performance Year [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 250,000 | ||||||||
Performance-Based Restrictions [Member] | Fourth Performance Year [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Option to purchase of common stock | 250,000 | ||||||||
[1] | Represents rollover units and profit interests associated with the acquisition of Waterworks. Refer to Note 16—Stock-Based Compensation. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - 2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] - Stock Options [Member] | 12 Months Ended |
Feb. 03, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding, Beginning balance | shares | 8,473,659 |
Options, Granted | shares | 1,242,400 |
Options, Exercised | shares | (729,593) |
Options, Cancelled | shares | (369,888) |
Options, Outstanding, Ending balance | shares | 8,616,578 |
Weighted-Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 49 |
Weighted-Average Exercise Price, Granted | $ / shares | 50.21 |
Weighted-Average Exercise Price, Exercised | $ / shares | 35.77 |
Weighted-Average Exercise Price, Cancelled | $ / shares | 48.04 |
Weighted-Average Exercise Price, Outstanding, Ending balance | $ / shares | $ 50.31 |
Stock-Based Compensation - Su88
Stock-Based Compensation - Summary of Stock Option Activity (Parenthetical) (Detail) - 2012 Stock Incentive Plan and 2012 Stock Option Plan [Member] - Chairman and Chief Executive Officer [Member] | May 02, 2017$ / sharesshares |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Option to purchase of common stock | shares | 1,000,000 |
Exercise price of option granted | $ / shares | $ 50 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Assumptions Used to Estimate Fair Value of Stock Options Issued (Detail) | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Expected volatility | 48.30% | 44.90% | 37.70% |
Expected life (years) | 9 years 3 months 18 days | 6 years 6 months | 6 years 6 months |
Risk-free interest rate | 2.20% | 1.40% | 1.80% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Stock-Based Compensation - Su90
Stock-Based Compensation - Summary of Additional Information about Stock Options (Detail) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value per share of stock options granted | $ 24.24 | $ 15.88 | $ 36.43 |
Aggregate intrinsic value of stock options exercised | $ 27,362 | $ 1,238 | $ 32,590 |
Fair value of stock options vested | $ 38,402 | $ 13,726 | $ 8,611 |
Stock-Based Compensation - Sc91
Stock-Based Compensation - Schedule of Stock Options Outstanding, Vested or Expected to Vest, and Exercisable (Detail) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options Outstanding, Number of Options | 8,616,578 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 6 years 6 months 29 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 50.31 | |
Options Exercisable, Number of Options | 6,145,154 | |
Options Exercisable, Weighted-Average Exercise Price | $ 52.08 | |
Vested or expected to vest, Number of Options | 7,788,663 | |
Vested or expected to vest, Weighted-Average Remaining Contractual Life (in years) | 6 years 4 months 28 days | |
Vested or expected to vest, Weighted-Average Exercise Price | $ 50.92 | |
Range of Exercise Prices $24.00 - $44.52 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower | 24 | |
Range of Exercise Prices, Upper | $ 44.52 | |
Options Outstanding, Number of Options | 2,471,758 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 7 years 11 months 15 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 34.65 | |
Options Exercisable, Number of Options | 716,698 | |
Options Exercisable, Weighted-Average Exercise Price | $ 32.51 | |
Range of Exercise Prices $45.21 - $45.82 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower | 45.21 | |
Range of Exercise Prices, Upper | $ 45.82 | |
Options Outstanding, Number of Options | 62,500 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 9 years 4 months 28 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 45.22 | |
Range of Exercise Prices $46.50 - $46.50 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower | 46.50 | |
Range of Exercise Prices, Upper | $ 46.50 | |
Options Outstanding, Number of Options | 2,976,826 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 4 years 8 months 26 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 46.50 | |
Options Exercisable, Number of Options | 2,976,826 | |
Options Exercisable, Weighted-Average Exercise Price | $ 46.50 | |
Range of Exercise Prices $47.53 - $75.43 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower | 47.53 | |
Range of Exercise Prices, Upper | $ 75.43 | |
Options Outstanding, Number of Options | 2,615,885 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 7 years 2 months 15 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 62.24 | |
Options Exercisable, Number of Options | 2,263,415 | |
Options Exercisable, Weighted-Average Exercise Price | $ 62.56 | |
Range of Exercise Prices $76.80 - $101.84 [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Range of Exercise Prices, Lower | 76.80 | |
Range of Exercise Prices, Upper | $ 101.84 | |
Options Outstanding, Number of Options | 489,609 | |
Options Outstanding, Weighted-Average Remaining Contractual Life (in years) | 7 years 1 month 20 days | |
Options Outstanding, Weighted-Average Exercise Price | $ 89.35 | |
Options Exercisable, Number of Options | 188,215 | |
Options Exercisable, Weighted-Average Exercise Price | $ 88.65 |
Stock-Based Compensation - Su92
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] - USD ($) | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-Average Grant Date Fair Value, Granted | $ 55.31 | $ 40.18 | $ 90.14 |
2012 Stock Incentive Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Awards, Outstanding, Beginning balance | 1,118,019 | ||
Awards, Granted | 105,981 | ||
Awards, Released | (287,957) | ||
Awards, Cancelled | (133,330) | ||
Awards, Outstanding, Ending balance | 802,713 | 1,118,019 | |
Weighted-Average Grant Date Fair Value, Outstanding, Beginning balance | $ 53.52 | ||
Weighted-Average Grant Date Fair Value, Granted | 55.31 | ||
Weighted-Average Grant Date Fair Value, Released | 58.48 | ||
Weighted-Average Grant Date Fair Value, Cancelled | 49.47 | ||
Weighted-Average Grant Date Fair Value, Outstanding, Ending balance | $ 52.65 | $ 53.52 | |
Intrinsic Value, Outstanding | $ 73,881,705 |
Stock-Based Compensation - Su93
Stock-Based Compensation - Summary of Additional Information about Restricted Stock Awards (Detail) - Restricted Stock Awards [Member] - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-average fair value per share of awards granted | $ 55.31 | $ 40.18 | $ 90.14 |
Grant date fair value of awards released | $ 16,839 | $ 5,170 | $ 12,223 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |||
Employee's contribution to 401(k) plan | 50.00% | ||
Employer's contribution to 401(k) plan | 0.00% | 0.00% | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Commitment And Contingencies [Line Items] | |||
Lease expiration year | 2,035 | ||
Non-cash rent benefit expense | $ 1,000,000 | $ 1,200,000 | $ 2,900,000 |
Material off balance sheet commitments | $ 0 | ||
Gallery [Member] | |||
Commitment And Contingencies [Line Items] | |||
Lease expiration year | 2,058 |
Commitments and Contingencies96
Commitments and Contingencies - Future Minimum Rental Payments under Leases (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Commitments And Contingencies Disclosure [Abstract] | ||
2018, Capital Leases | $ 1,424 | |
2019, Capital Leases | 1,458 | |
2020, Capital Leases | 1,382 | |
2021, Capital Leases | 1,227 | |
2022, Capital Leases | 1,267 | |
Thereafter, Capital Leases | 7,893 | |
Minimum lease commitments, Capital Leases | 14,651 | |
Less—amount representing interest | (6,671) | |
Present value of capital lease obligations | 7,980 | |
Less—current capital lease obligations | (471) | |
Non-current capital lease obligations | 7,509 | $ 7,242 |
2018, Operating Leases | 89,304 | |
2019, Operating Leases | 76,509 | |
2020, Operating Leases | 66,961 | |
2021, Operating Leases | 57,470 | |
2022, Operating Leases | 51,473 | |
Thereafter, Operating Leases | 328,574 | |
Minimum lease commitments, Operating Leases | 670,291 | |
2018, Build-to-Suit | 37,080 | |
2019, Build-to-Suit | 39,593 | |
2020, Build-to-Suit | 42,237 | |
2021, Build-to-Suit | 43,996 | |
2022, Build-to-Suit | 44,977 | |
Thereafter, Build-to-Suit | 580,100 | |
Minimum lease commitments, Build-to-Suit | 787,983 | |
2018, Total | 127,808 | |
2019, Total | 117,560 | |
2020, Total | 110,580 | |
2021, Total | 102,693 | |
2022, Total | 97,717 | |
Thereafter, Total | 916,567 | |
Minimum lease commitments, Total | $ 1,472,925 |
Commitments and Contingencies97
Commitments and Contingencies - Minimum Rent Payments and Contingent Rent Expense under Lease Agreements Accounted for Operating Leases as Build-To-Suit Lease Transactions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Lease agreements accounted for as operating leases | |||
Minimum rent | $ 91,152 | $ 87,520 | $ 76,246 |
Contingent rent | 8,063 | 7,140 | 10,209 |
Total operating leases | 99,215 | 94,660 | 86,455 |
Lease agreements accounted for as build-to-suit lease transactions | |||
Minimum rent | 32,256 | 16,066 | 12,755 |
Contingent rent | 833 | 726 | 442 |
Total build-to-suit lease transactions | $ 33,089 | $ 16,792 | $ 13,197 |
Commitments and Contingencies98
Commitments and Contingencies - Minimum Rent Payments and Contingent Rent Expense under Lease Agreements Accounted for Operating Leases as Build-To-Suit Lease Transactions (Parenthetical) (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Minimum rent payments recognized as interest expense | $ 15.4 | $ 12.1 | $ 9.9 |
Minimum rent payments allocated to financing obligations | 10.2 | 0.4 | |
Remaining minimum rent payments represent land rent expense | $ 6.7 | $ 3.6 | $ 2.9 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 12 Months Ended | ||
Feb. 03, 2018StoreSegmentDistributionCenterCustomer | Jan. 28, 2017Customer | Jan. 30, 2016Customer | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | Segment | 2 | ||
Number of reportable segment | Segment | 1 | ||
Number of distribution center closures | DistributionCenter | 2 | ||
Number of outlet stores | 32 | ||
Number of customers accounted for more than 10% of Company's revenues | Customer | 0 | 0 | 0 |
Sales [Member] | Customer Concentration Risk [Member] | |||
Segment Reporting Information [Line Items] | |||
Portion of specified customers portion in total revenues | 10.00% | 10.00% | 10.00% |
Canada [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of retail stores | 4 | ||
Number of outlet stores | 2 | ||
U.K [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of retail stores | 1 |
Segment Reporting - Summary of
Segment Reporting - Summary of Statements of Income Metrics Reviewed by CODM to Evaluate Performance Internally or As required under ASC 280 - Segment Reporting (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | $ 670,295 | $ 592,473 | $ 615,326 | $ 562,080 | $ 586,706 | $ 549,328 | $ 543,381 | $ 455,456 | $ 2,440,174 | $ 2,134,871 | $ 2,109,006 |
Gross profit | $ 258,673 | $ 214,325 | $ 205,813 | $ 170,256 | $ 196,654 | $ 175,819 | $ 179,839 | $ 127,475 | 849,067 | 679,787 | 752,692 |
Depreciation and amortization | 70,135 | 56,995 | $ 44,595 | ||||||||
RH Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 2,319,332 | 2,060,044 | |||||||||
Gross profit | 801,999 | 656,191 | |||||||||
Depreciation and amortization | 65,666 | 54,480 | |||||||||
Waterworks [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net revenues | 120,842 | 74,827 | |||||||||
Gross profit | 47,068 | 23,596 | |||||||||
Depreciation and amortization | $ 4,469 | $ 2,515 |
Segment Reporting - Summary 101
Segment Reporting - Summary of Balance Sheet Metrics as Required Under ASC 280 - Segment Reporting (Detail) - USD ($) $ in Thousands | Feb. 03, 2018 | Jan. 28, 2017 |
Segment Reporting Information [Line Items] | ||
Goodwill | $ 141,893 | $ 173,603 |
Trademarks and domain names | 100,663 | 100,624 |
Total assets | 1,732,866 | 2,192,520 |
RH Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 124,448 | 124,374 |
Trademarks and domain names | 48,563 | 48,524 |
Total assets | 1,608,290 | 2,040,346 |
Waterworks [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill | 17,445 | 49,229 |
Trademarks and domain names | 52,100 | 52,100 |
Total assets | $ 124,576 | $ 152,174 |
Segment Reporting - Summary 102
Segment Reporting - Summary of Balance Sheet Metrics as Required Under ASC 280 - Segment Reporting (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Feb. 03, 2018 | Feb. 03, 2018 | |
Segment Reporting Information [Line Items] | ||
Impairment to goodwill | $ 33,700 | |
Waterworks [Member] | ||
Segment Reporting Information [Line Items] | ||
Impairment to goodwill | $ 33,700 | 33,700 |
Goodwill increased due to purchase price accounting adjustments | 1,916 | |
Design Investors WW Acquisition Company, LLC [Member] | ||
Segment Reporting Information [Line Items] | ||
Goodwill increased due to purchase price accounting adjustments | $ 1,916 |
Segment Reporting - Schedule of
Segment Reporting - Schedule of Segment Operating Income (Loss) and Income Before Tax (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 03, 2018 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Segment Reporting Information [Line Items] | ||||
Operating income | $ 131,301,000 | $ 53,036,000 | $ 185,561,000 | |
Recall accrual | (7,707,000) | (4,615,000) | ||
Distribution center closures | (5,795,000) | |||
Asset impairments and lease losses | (4,417,000) | (12,743,000) | ||
Impact of inventory step-up | (2,527,000) | (6,835,000) | ||
Anti-dumping exposure | 2,202,000 | |||
Gain on sale of building and land | 2,119,000 | |||
Legal claim | (8,701,000) | |||
Reorganization related costs | (5,698,000) | |||
Aircraft impairment | (4,767,000) | |||
Acquisition related costs | (2,847,000) | |||
Interest expense—net | 62,570,000 | 44,482,000 | 35,677,000 | |
Goodwill impairment | 33,700,000 | |||
Loss on extinguishment of debt | 4,880,000 | |||
Income before income taxes | 30,151,000 | 8,554,000 | 149,884,000 | |
Waterworks [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Non-cash compensation | (23,872,000) | (3,672,000) | ||
RH Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill impairment | 0 | 0 | $ 0 | |
Waterworks [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Goodwill impairment | $ 33,700,000 | 33,700,000 | ||
Operating Segments [Member] | RH Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | 173,414,000 | 105,274,000 | ||
Operating Segments [Member] | Waterworks [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Operating income | $ (2,116,000) | $ (2,360,000) |
Segment Reporting - Net Revenue
Segment Reporting - Net Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total net revenues | $ 670,295 | $ 592,473 | $ 615,326 | $ 562,080 | $ 586,706 | $ 549,328 | $ 543,381 | $ 455,456 | $ 2,440,174 | $ 2,134,871 | $ 2,109,006 |
Furniture [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net revenues | 1,543,404 | 1,334,526 | 1,295,486 | ||||||||
Non-furniture [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net revenues | $ 896,770 | $ 800,345 | $ 813,520 |
Selected Quarterly Financial105
Selected Quarterly Financial Data - Schedule of Quarterly Financial Data (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Feb. 03, 2018 | Oct. 28, 2017 | Jul. 29, 2017 | Apr. 29, 2017 | Jan. 28, 2017 | Oct. 29, 2016 | Jul. 30, 2016 | Apr. 30, 2016 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 670,295 | $ 592,473 | $ 615,326 | $ 562,080 | $ 586,706 | $ 549,328 | $ 543,381 | $ 455,456 | $ 2,440,174 | $ 2,134,871 | $ 2,109,006 |
Gross profit | 258,673 | 214,325 | 205,813 | 170,256 | 196,654 | 175,819 | 179,839 | 127,475 | 849,067 | 679,787 | 752,692 |
Net income (loss) | $ 261 | $ 13,151 | $ (7,862) | $ (3,370) | $ 9,436 | $ 2,517 | $ 6,918 | $ (13,470) | $ 2,180 | $ 5,401 | $ 91,103 |
Weighted-average shares used in computing basic net income (loss) per share | 21,418,283 | 21,221,848 | 28,398,307 | 37,609,516 | 40,803,626 | 40,730,059 | 40,646,124 | 40,588,081 | 27,053,616 | 40,691,483 | 40,190,448 |
Basic net income (loss) per share | $ 0.01 | $ 0.62 | $ (0.28) | $ (0.09) | $ 0.23 | $ 0.06 | $ 0.17 | $ (0.33) | $ 0.08 | $ 0.13 | $ 2.27 |
Weighted-average shares used in computing diluted net income (loss) per share | 25,666,174 | 23,535,617 | 28,398,307 | 37,609,516 | 41,000,760 | 40,926,450 | 40,820,495 | 40,588,081 | 29,253,208 | 40,926,840 | 42,256,559 |
Diluted net income (loss) per share | $ 0.01 | $ 0.56 | $ (0.28) | $ (0.09) | $ 0.23 | $ 0.06 | $ 0.17 | $ (0.33) | $ 0.07 | $ 0.13 | $ 2.16 |