UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------- FORM 10-Q (Mark One) /x/QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 2, 1997. ---------------- / /TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 000-12704 --------- WILLIAMS-SONOMA, INC. - ------------------------------------------------------------ (Exact Name of Registrant as Specified in Its Charter) California 94-2203880 - ------------------------------------------------------------ (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 3250 Van Ness Avenue, San Francisco, CA 94109 - ------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code: (415)421-7900 ------------ - -------------------------------------------------------------------------------- Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report Indicate by check /x/ whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes /x/ No / / As of December 5, 1997, 25,833,276 shares of the Registrant's Common Stock were outstanding.
WILLIAMS-SONOMA, INC. REPORT ON FORM 10-Q FOR THE QUARTER ENDED NOVEMBER 2, 1997 TABLE OF CONTENTS PART I. FINANCIAL INFORMATION <TABLE> <S> <C> Item 1. Financial Statements Condensed Consolidated Balance Sheets November 2, 1997, February 2, 1997, and October 27, 1996 Condensed Consolidated Statements of Operations Thirteen weeks ended November 2, 1997 and October 27, 1996 Thirty-nine weeks ended November 2, 1997 and October 27, 1996 Condensed Consolidated Statements of Cash Flows Thirty-nine weeks ended November 2, 1997 and October 27, 1996 Notes to Condensed Consolidated Financial Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II. OTHER INFORMATION Item 1. Legal Proceedings Item 6. Exhibits and Reports on Form 8-K </TABLE>
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> November 2, February 2, October 27, 1997 1997 1996 ---- ---- ---- <S> <C> <C> <C> ASSETS Current assets: Cash and cash equivalents $ 3,624 $ 78,802 $ 2,882 Accounts receivable (net) 25,768 11,918 17,038 Merchandise inventories 169,792 110,702 119,016 Prepaid expenses and other assets 7,756 8,674 11,044 Prepaid catalog expenses 18,437 11,925 16,870 Deferred income taxes 4,028 4,028 139 -------- ------- --------- Total current assets 229,405 226,049 166,989 Property and equipment (net) 194,734 172,093 168,667 Investments and other assets (net) 6,237 5,824 7,518 Deferred income taxes 451 451 4,040 -------- -------- --------- $430,827 $404,417 $347,214 ======== ======== ========= LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 61,708 $ 64,409 $ 54,600 Accrued expenses 8,057 12,514 5,223 Accrued salaries and benefits 13,035 16,116 10,642 Line of credit 24,600 -- 15,400 Customer deposits 14,893 13,801 10,539 Income taxes payable 690 15,715 -- Current portion of long-term obligations 125 125 125 Other liabilities 6,607 6,801 3,773 -------- -------- -------- Total current liabilities 129,715 129,481 100,302 Deferred lease credits and other liabilities 56,441 39,579 40,328 Long-term debt 89,527 89,319 86,884 Shareholders' equity 155,144 146,038 119,700 -------- -------- --------- $430,827 $404,417 $ 347,214 ======== ======== ========= </TABLE> See Notes to Condensed Consolidated Financial Statements.
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) (Unaudited) <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-Nine Weeks Ended -------------------- ----------------------- November 2, October 27, November 2, October 27, 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> Net sales $203,863 $171,154 $562,825 $484,050 Costs and expenses: Cost of goods sold and occupancy 126,525 108,522 353,219 312,942 Selling, general and administrative 70,458 60,917 194,461 171,549 -------- -------- -------- ------- Total costs and expenses 196,983 169,439 547,680 484,491 -------- -------- -------- ------- Earnings (loss) from operations 6,880 1,715 15,145 (441) Interest expense (net) 1,285 1,317 2,988 4,334 -------- -------- -------- ------- Earnings (loss) before income taxes 5,595 398 12,157 (4,775) Income taxes (benefit) 2,350 167 5,106 (2,005) -------- -------- ------- ------- Net earnings (loss) $3,245 $231 $7,051 $ (2,770) ======== ======== ======= ======== Earnings (loss) per share: Primary and fully diluted $0.12 $0.01 $0.26 $(0.11) Average number of common shares outstanding: Primary 27,058 26,453 26,753 25,453* Fully diluted 27,058** 26,511** 26,834** 25,453* </TABLE> * Incremental shares from assumed exercise of stock options and convertible debt are antidilutive for primary and fully diluted loss per share. ** Incremental shares from assumed conversion of convertible debt are antidilutive for fully diluted earnings per share. See Notes to Condensed Consolidated Financial Statements.
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited) <TABLE> <CAPTION> Thirty-Nine Weeks Ended November 2, October 27, 1997 1996 ---- ---- <S> <C> <C> Cash flows from operating activities: Net earnings (loss) $7,051 $(2,770) Adjustments to reconcile net earnings (loss) to net cash provided by (used in) operating activities: Depreciation and amortization 21,074 17,333 Amortization of deferred lease incentives (3,461) (2,444) Loss on prepayment of CA Closets note receivable -- 225 Loss on disposal of assets -- 6 Change in: Accounts receivable (13,850) (4,106) Merchandise inventories (59,090) 2,587 Prepaid catalog expenses (6,512) (1,257) Prepaid expenses and other assets 918 (4,538) Accounts payable (2,701) (3,695) Accrued expenses and other liabilities (5,264) (960) Deferred lease incentives 20,323 14,195 Income taxes payable (15,025) (1,947) -------- ------- Net cash provided by (used in) operating activities (56,537) 12,629 -------- ------- Cash flows from investing activities: Purchases of property and equipment (44,804) (39,482) Other investments (699) 156 -------- ------- Net cash used in investing activities (45,503) (39,326) -------- ------- Cash flows from financing activities: Borrowings under line of credit 35,100 160,480 Repayments under line of credit (10,500) (174,680) Proceeds from issuance of long-term debt -- 40,000 Debt issuance costs -- (1,330) Repayment of long-term debt (472) (94) Proceeds from exercise of stock options 2,055 816 Change in other long-term liabilities 679 221 -------- ------- Net cash provided by financing activities 26,862 25,413 -------- -------- Net increase (decrease) in cash and cash equivalents (75,178) (1,284) Cash and cash equivalents at beginning of period 78,802 4,166 -------- -------- Cash and cash equivalents at end of period $3,624 $2,882 ======== ======== </TABLE> See Notes to Condensed Consolidated Financial Statements.
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Thirteen and Thirty-nine Weeks Ended November 2, 1997 and October 27, 1996 (Unaudited) NOTE A. FINANCIAL STATEMENTS - BASIS OF PRESENTATION The condensed consolidated balance sheets as of November 2, 1997 and October 27, 1996, the condensed consolidated statements of operations for the thirteen and thirty-nine week periods ended November 2, 1997 and October 27, 1996, and condensed consolidated statements of cash flows for the thirty-nine week periods ending November 2, 1997 and October 27, 1996 have been prepared by Williams- Sonoma, Inc., (the Company) without audit. In the opinion of management, the financial statements include all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position at the balance sheet dates and the results of operations for the thirteen and thirty- nine weeks then ended. These financial statements include Williams-Sonoma, Inc., and its wholly owned subsidiaries. Significant intercompany transactions and accounts have been eliminated. The balance sheet at February 2, 1997, presented herein, has been prepared from the audited balance sheet of the Company. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted. These financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report to Shareholders for the fiscal year ended February 2, 1997. Certain reclassifications have been made to the prior year financial statements to conform to classifications used in the current period. The results of operations for the thirteen and thirty-nine weeks ended November 2, 1997 are not necessarily indicative of the operating results of the full year. NOTE B. DEBT On April 15, 1996, the Company issued $40,000,000 principal amount of 5.25% convertible, subordinated notes due April 15, 2003 (Convertible Notes). Net proceeds from the transaction amounted to $38,607,000 and were used to provide the Company with a long-term source of working capital. Interest is payable semi-annually and began in October 1996. The Convertible Notes are convertible into shares of common stock at a conversion price of $26.10 per share (equivalent to a conversion rate of 38.3 shares per $1,000 principal amount). The conversion price is subject to adjustment in certain events, including stock splits and stock dividends. Except as discussed below, the Convertible Notes are redeemable at the option of the Company in the form of cash or common stock, on or after April 15, 1998, in whole or in part, at redemption prices (expressed as a percentage of principal amount) ranging from 103.75% to 100% in the last year. For the period of April 15, 1998 through April 14, 2000, redemption may not occur unless the ratio of the stock price to the conversion price has achieved a minimum as defined in the Convertible Note agreement. In the event of a change in control, holders of the Convertible Notes may, at their option, require the Company to repurchase all or any portion of the principal amount. The agreement does not restrict the Company from incurring additional indebtedness. The Company has a 364-day syndicated line of credit facility expiring on May 29, 1998 which provides for $60,000,000 to $90,000,000 in cash advances, depending on seasonal requirements. The agreement contains certain restrictive loan covenants, including minimum tangible net worth, a minimum out-of-debt period, and a prohibition on payment of cash dividends. Additionally, the Company has a $35,000,000 letter-of-credit agreement with its primary bank.
NOTE C. NEW ACCOUNTING STANDARDS In February 1997, Statement of Financial Accounting Standards No. 128 (SFAS No. 128), Earnings per Share, was issued. SFAS No. 128 requires dual presentation of basic EPS on the face of all income statements issued after December 15, 1997 for all entities with complex capital structures. Basic EPS is computed as net income divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and other convertible securities. The pro forma effect assuming adoption of SFAS No. 128 at the beginning of each period is presented below: <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, October 27, November 2, October 27, 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> Pro forma earnings (loss) per share Basic $0.13 $0.01 $0.28 $(0.11) Diluted $0.12 $0.01 $0.26 $(0.11) </TABLE> In June 1997, the Financial Accounting Standards Board issued Statements of Financial Accounting Standards No. 130 (Reporting Comprehensive Income), which requires that an enterprise report, by major components and as a single total, the change in its net assets during the period from nonowner sources; and No. 131 (Disclosures about Segments of an Enterprise and Related Information), which establishes annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products, services, geographic areas, and major customers. Adoption of these statements will not impact the Company's consolidated financial position, results of operations or cash flows, and any effect will be limited to the form and content of its disclosures. Both statements are effective for fiscal years beginning after December 15, 1997, with earlier application permitted.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION NET SALES Net sales consists of the following components (dollars in thousands): <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 1997 October 27, 1996 November 2, 1997 October 27, 1996 ---------------- ---------------- ---------------- ---------------- <S> <C> <C> <C> <C> <C> <C> <C> <C> Retail Sales $130,638 64.1% $107,632 62.9% $353,159 62.7% $298,495 61.7% Catalog Sales 73,225 35.9% 63,522 37.1% 209,666 37.3% 185,555 38.3% -------- ----- -------- ----- -------- ----- -------- ----- Total Net Sales $203,863 100.0% $171,154 100.0% $562,825 100.0% $484,050 100.0% </TABLE> Net sales for Williams-Sonoma, Inc. and subsidiaries (the Company) for the 13 weeks ended November 2, 1997 (Third Quarter of 1997) were $203,863,000 -- an increase of $32,709,000 (19.1%) over net sales for the 13 weeks ended October 27, 1996 (Third Quarter of 1996). Net sales for the 39-week period ended November 2, 1997 (Year-to-Date 1997) were $562,825,000, a 16.3% increase from the 39-week period ended October 27, 1996 (Year-to-Date 1996). RETAIL SALES <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-Nine Weeks Ended (Dollars in thousands) November 2, October 27, November 2, October 27, 1997 1996 1997 1996 ---- ---- ---- ---- <S> <C> <C> <C> <C> Total retail sales $130,638 $107,632 $353,159 $298,495 Retail growth percentage 21.4% 32.3% 18.3% 34.8% Comparable store sales growth 1.3% 4.4% 1.4% 4.6% Number of stores - beginning of period 264 246 256 240 Number of new stores 20 17 42 29 Number of closed stores 6 6 20 12 Number of stores - end of period 278 257 278 257 Store selling area at quarter-end (sq. ft.) 1,015,594 842,176 1,015,594 842,176 </TABLE> Retail sales for the Third Quarter of 1997 increased 21.4% over retail sales for the Third Quarter of 1996 primarily due to the 20.6% increase in selling square footage. Year-to-Date 1997 retail sales increased 18.3% over the same period of the prior year. The Company operated 278 stores at the end of the Third Quarter of 1997 as compared to 257 stores at the end of the same period of the prior year. During the Third Quarter of 1997, the Company opened 20 stores (12 Pottery Barn, 7 Williams-Sonoma and 1 Hold Everything), all of which were large- format stores except for the Hold Everything location, and closed 6 smaller stores (4 Pottery Barn, 1 Williams-Sonoma and 1 Hold Everything). Pottery Barn, which represented 32.4% of the locations at the end of the Third Quarter of 1997, accounted for 75.3% and 65.1% of the growth in retail sales for the Third Quarter of 1997 and Year-to-Date 1997, respectively.
Comparable store sales are defined as those whose gross square feet did not change by more than 20% in the previous twelve months and which have been open for at least 12 months. Comparable store sales are compared monthly for purposes of this analysis. Comparable store sales grew 1.3% in the Third Quarter of 1997 and 1.4% for Year-to-Date 1997. Large-format stores accounted for 52.4% and 47.6% of Third Quarter and Year-to-Date 1997 comparable store sales, respectively. The prototypical 1997 large-format stores range from 5,700 - 8,100 selling square feet (10,000 - 13,800 gross square feet) for Pottery Barn stores and 2,800 - 4,600 selling square feet (4,200 - 6,500 gross square feet) for Williams-Sonoma, and are intended to enable the Company to display merchandise more effectively. Large-format stores accounted for 60.4% and 55.8% of 1997 Third Quarter and 1997 Year-to-Date retail sales, respectively. As of the end of the 1997 Third Quarter, 126 stores (73 Williams-Sonoma and 53 Pottery Barn) were in the large-format. CATALOG SALES Catalog sales in the Third Quarter of 1997 increased 15.3% over catalog sales in the Third Quarter of 1996 and catalog sales in the Third Quarter of 1996 had increased 11.4% over the same period of the prior year. For Year-to-Date 1997, catalog sales increased 13.0% over the same period of 1996. The following table reflects catalog sales growth (loss) percentages by concept: <TABLE> <CAPTION> Thirteen Weeks Ended Thirty-Nine Weeks Ended November 2, 1997 October 27, 1996 November 2, 1997 October 27, 1996 ---------------- ---------------- ---------------- ---------------- <S> <C> <C> <C> <C> Williams-Sonoma 6.5% 2.1% 18.9% 2.6% Pottery Barn 28.1% 15.8% 17.4% 23.6% Hold Everything 9.6% 13.9% 14.1% 7.6% Gardeners Eden (6.7%) (3.1%) (6.2%) 5.0% Chambers 0.1% 25.6% (2.5%) 18.2% Total catalog 15.3% 11.4% 13.0% 13.9% </TABLE> Combined sales for Williams-Sonoma and Pottery Barn, the Company's primary concepts, comprised approximately 72.6% and 68.2% of total catalog sales for the Third Quarter 1997 and Year-to-Date 1997, respectively. The number of catalogs mailed in the Third Quarter of 1997 as compared to the same period of 1996 increased 14.9% for Pottery Barn and 8.0% for Williams-Sonoma. The total number of catalogs mailed, which grew 5.9% in the Third Quarter of 1996 as compared to the same period of the previous year, increased 8.0% in the Third Quarter of 1997 as compared to the Third Quarter of 1996. Other factors contributing to the catalog sales growth in the Williams-Sonoma, Pottery Barn and Hold Everything concepts were an improved in-stock position and a reduction in Pottery Barn merchandise returns. The Company reduced the number of Gardeners Eden and Chambers catalogs mailed in the Third Quarter of 1997 by 16.8% and 8.9%, respectively, as compared to the same period of the prior year in an effort to improve revenue per catalog mailed.
COST OF GOODS SOLD AND OCCUPANCY Cost of goods sold and occupancy expenses expressed as a percent of net sales in the Third Quarter of 1997 decreased 1.3 percentage points, to 62.1% from 63.4% in the same period of the prior year. Merchandise margin improved 1.2 percentage points, principally due to lower cost of merchandise and lower shipping costs from the distribution center to the stores as a result of volume efficiencies and improved management of the distribution process. Occupancy expenses expressed as a percentage of net sales decreased slightly in the Third Quarter of 1997, primarily as a result of efficiencies achieved at the Company's Memphis distribution center. For the Year-to-Date 1997, cost of goods sold and occupancy expenses as a percent of net sales decreased 1.9 percentage points from 64.7% for the same period of 1996 to 62.8%. Merchandise margins improved 2.0 percentage points, primarily as a result of the lower cost of merchandise. The occupancy expense rate increased 0.1 percentage points, primarily due to increased occupancy costs for the Las Vegas call center. SELLING, GENERAL AND ADMINISTRATIVE EXPENSE Selling, general and administrative expenses expressed as a percent of net sales decreased 1.1 percentage points to 34.5% in the Third Quarter of 1997 from 35.6% in the Third Quarter of 1996, and 0.9 percentage points for Year-to-Date 1997. These reductions are primarily attributable to operational efficiencies at the Memphis distribution center and lower advertising expense rates as a result of more effective marketing and mailing strategies in the catalog division and accelerating growth of retail sales as compared to catalog sales. INTEREST EXPENSE Net interest expense for the Third Quarter of 1997 decreased $32,000 to $1,285,000 from $1,317,000 for the Third Quarter of 1996. Year-to-Date 1997 net interest expense was $2,988,000 -- a decrease of $1,346,000 from the same period of the prior year. The decrease is primarily a result of increased interest income. For the first nine months of fiscal year 1997, the Company maintained an average short-term investment balance of approximately $30,000,000 as compared to approximately $500,000 for the same period of the prior year. This was achieved primarily as a result of the Company's performance in the fourth quarter of fiscal year 1996, which enabled the Company to start fiscal year 1997 with $78,802,000 in cash and equivalents. INCOME TAXES The Company's effective tax rate was 42.0% for the Third Quarter 1997 and Year- to-Date 1997, as well as for the comparable periods of 1996. This rate reflects the effect of aggregate state tax rates based on the mix of retail sales and catalog sales in the various states in which the Company has sales or conducts business. LIQUIDITY AND CAPITAL RESOURCES Net cash used in operating activities in Year-to-Date 1997 was $56,537,000 - a change of $69,166,000 from the $12,629,000 of cash generated by operating activities in the same period of 1996. The majority of the change is due to the change in inventory levels. In the first two quarters of 1996, the Company was liquidating inventories to reduce overstocks and slow-moving items. Due to improved merchandise planning and control in 1997, the Company was in the more typical position of building inventories in response to growth and seasonal requirements. The remainder of the decrease in cash from operations is
principally attributable to income tax payments. As a result of such payments, the income tax liability during Year-to-Date 1997 decreased $15,025,000, as compared to a decrease of $1,947,000 in the same period of 1996. This is primarily due to the payment of the Company's 1996 income taxes in the first quarter of 1997, which was significantly higher than the prior year's payment because of the Company's improved profitability in 1996. Net cash used in investing activities for Year-to-Date 1997 was $45,503,000. Approximately $7,415,000 was used for information systems, and the majority of the remainder was for new stores. The Company is planning approximately $15,500,000 of capital expenditures for the remainder of fiscal year 1997. For Year-to-Date 1997, cash provided by financing activities was $26,862,000, most of which was provided through borrowings under the Company's line of credit facility. Cash provided by financing activities for Year-to-Date 1996 was $25,413,000, and included the replacement of certain short-term borrowings with long-term debt. On April 15, 1996, the Company sold $40,000,000 of 5.25% convertible, subordinated notes due 2003 ("Convertible Notes"). The Convertible Notes are convertible into shares of the Company's common stock at a conversion price of $26.10 per share (or 38.3 shares per $1,000 principal amount). Proceeds from the notes were used primarily to reduce bank borrowings. The Company has a 364-day syndicated line of credit facility expiring on May 29, 1998 which provides for $60,000,000 to $90,000,000 in cash advances, depending on seasonal requirements. The agreement contains certain restrictive loan covenants, including minimum tangible net worth, a minimum out-of-debt period, and a prohibition on payment of cash dividends. Additionally, the Company has a $35,000,000 letter-of-credit agreement with its lead bank. As of December 1, 1997, there were no outstanding borrowings under this facility. IMPACT OF INFLATION The impact of inflation on results of operations has not been significant. SEASONALITY The Company's business is subject to substantial seasonal variations in demand. Historically, a significant portion of the Company's sales and net income have been realized during the period from October through December, and levels of net sales and net income have generally been significantly lower during the period from February through July. The Company believes this is the general pattern associated with the catalog and retail industries. In anticipation of its peak season, the Company hires a substantial number of additional employees in its retail stores and catalog processing and distribution areas, and incurs significant fixed catalog production and mailing costs. FORWARD-LOOKING STATEMENTS Except for historical information contained herein, the matters discussed in this quarterly report are forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to differ materially from those set forth in such forward-looking statements. Such risks and uncertainties include, without limitation, the Company's ability to continue to improve planning and control processes and other infrastructure issues, the potential for construction and other delays in store openings, the Company's dependence on external funding sources, a limited operating history for the Company's new large-format stores, the potential for changes in consumer spending patterns, consumer preferences and overall economic conditions, the Company's dependence on foreign suppliers, and increasing competition in the specialty retail business. Other factors that could cause actual results to differ materially from those set forth in such forward-looking statements include the risks and uncertainties detailed in the Company's most recent annual report on Form 10-K and its other filings with the Securities and Exchange Commission.
WILLIAMS-SONOMA, INC. AND SUBSIDIARIES FORM 10-Q PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS There are no material pending legal proceedings against the Company. The Company is, however, involved in routine litigation arising in the ordinary course of its business, and, while the results of the proceedings cannot be predicted with certainty, the Company believes that the final outcome of such matters will not have a material adverse effect on the Company's consolidated financial position or results of operations.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits <TABLE> <CAPTION> EXHIBIT NUMBER EXHIBIT DESCRIPTION <S> <C> 3.1 Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Report on Form 10-Q for the period ended October 29, 1995, as filed with the Commission on December 12, 1995). 3.2 Restated and Amended Bylaws of Registrant (incorporated by reference to Exhibit 3.2 to the Company's Report on Form 10-K for the fiscal year ended January 31, 1988, as filed with Commission on April 29, 1988). 10.5 First Amendment and Restatement of the Williams-Sonoma, Inc. Executive Deferral Plan dated November 6, 1997. 11 Statement re computation of per share earnings. 27 Financial Data Schedule. </TABLE> (b) There have been no reports on Form 8-K filed during the quarter for which this report is being filed.
SIGNATURE Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized. WILLIAMS-SONOMA, INC. By:/S/Dennis A. Chantland ---------------------- Dennis A. Chantland Executive Vice President Chief Administrative Officer Secretary Dated: December 9, 1997