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Restoration Hardware Holdings, Inc. Reports Third Quarter 2012 Financial Results

Stocks in this article: RH

*Non-GAAP Financial Measures

To supplement its consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles (GAAP), the Company uses the following non-GAAP financial measures: adjusted EBITDA, adjusted net income, pro forma EPS and adjusted EPS (collectively the "non-GAAP financial measures"). The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. The Company believes that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by management in its financial and operational decision making. The non-GAAP measures used by the Company in this press release may be different from the methods used by other companies.

For more information on the non-GAAP financial measures, please see the Reconciliation of GAAP to non-GAAP Financial Measures tables in this press release. These accompanying tables have more details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.

Forward-Looking Statements

This release contains forward-looking statements within the meaning of the federal securities laws including statements related to the performance of our full line Design Gallery concept, our rates of sales and comparable store sales growth, our ability to gain market share, potential new markets for our store presence, customer acceptance of our product offering, the timing and manner of introduction of new product categories and anticipated timing of the opening of new full line Design Galleries. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future events. We cannot assure you that future developments affecting us will be those that we have anticipated. Important risks and uncertainties that could cause actual results to differ materially from our expectations include, among others, changes in customer demand for our products, risks related to the number of new business initiatives we are undertaking and risks in the implementation or our real estate portfolio transformation, as well as those risks and uncertainties disclosed under the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Restoration Hardware Holdings’ final prospectus filed with the Securities and Exchange Commission on November 5, 2012 and available on our investor relations website at ir.restorationhardware.com and on the SEC website at www.sec.gov. Any forward-looking statement made by us in this press release speaks only as of the date on which we make it. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

 
 
RESTORATION HARDWARE HOLDINGS, INC.
FINANCIAL STATEMENTS, OPERATING STATS, AND RECONCILIATION TABLES
       
TABLE OF CONTENTS
 
 
Page 6. Condensed Consolidated Statements of Operations
 
Page 7. Condensed Consolidated Balance Sheets
 
Page 8. Condensed Consolidated Statements of Cash Flows
 
Page 9. Operating Metrics and Other Data
 
Page 10. Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA
 
Page 11. Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income
 
Page 12. Reconciliation of Pro Forma Net Income Per Share to Adjusted Net Income Per Share
 
 
 
 
RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share amounts)
(Unaudited)
                         
Three Months Ended Nine Months Ended

October 27, 2012

% of Net Revenues

October 29, 2011

% of Net Revenues

October 27, 2012

% of Net Revenues

October 29, 2011

% of Net Revenues
Net revenues $ 284,171 100.0 % $ 232,459 100.0 % $ 794,991 100.0 % $ 652,842 100.0 %
Cost of goods sold   182,291   64.1 %   148,066   63.7 %   503,716   63.4 %   414,019   63.4 %
Gross profit 101,880 35.9 % 84,393 36.3 % 291,275 36.6 % 238,823 36.6 %
Selling, general and administrative expenses   99,886   35.2 %   88,496   38.1 %   271,716   34.1 %   238,891   36.6 %
Income (loss) from operations 1,994 0.7 % (4,103 ) -1.8 % 19,559 2.5 % (68 ) 0.0 %
Interest expense   (1,544 ) -0.5 %   (1,598 ) -0.7 %   (4,598 ) -0.6 %   (3,486 ) -0.5 %
Income (loss) before income taxes 450 0.2 % (5,701 ) -2.5 % 14,961 1.9 % (3,554 ) -0.5 %
Income tax benefit   (1,235 ) -0.4 %   (871 ) -0.4 %   (612 ) -0.1 %     (88 ) 0.0 %
Net income (loss) $ 1,685   0.6 % $ (4,830 ) -2.1 % $ 15,573   2.0 %     $ (3,466 ) -0.5 %
 
Adjusted EBITDA [a] $ 12,973 4.6 % $ 11,102 4.8 % $ 47,870 6.0 % $ 38,849 6.0 %
 
Shares used in computing basic and diluted net income (loss) per share 100 100 100 100
Basic and diluted net income (loss) per share $ 16,850 $ (48,300 ) $ 155,730 $ (34,660 )
 
Pro forma shares used in computing basic and diluted net income (loss) per share [b] 32,188,891 32,188,891
Pro forma basic and diluted net income (loss) per share $ 0.05 $ 0.48
 
Adjusted net income [c] $ 2,662 $ 13,582
Adjusted shares used in computing adjusted basic and diluted net income (loss) per share 36,971,500 36,971,500
Adjusted basic and diluted net income per share [d] $ 0.07 $ 0.37
 
 
Notes:
[a] EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, Generally Accepted Accounting Principles (GAAP). We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of certain items including non-cash or other items that we do not consider representative of our ongoing financial performance. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management, our Board of Directors and our principal shareholders to assess our financial performance, and Adjusted EBITDA is used in connection with determining incentive compensation under our Management Incentive Program (MIP). Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We use EBITDA and Adjusted EBITDA, alongside other GAAP measures such as gross profit, operating income (loss) and net income (loss), to measure profitability, as a key profitability target in our annual and other budgets, and to compare our performance against that of peer companies. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period and company to company. Please see the table titled “Reconciliation of Net Income (Loss) to EBITDA and Adjusted EBITDA” for further information.
[b] On a GAAP basis, the Company reported 100 basic and diluted shares outstanding. On a pro forma basis, basic and diluted shares outstanding include the impact of the Company’s “reorganization”, as further described in the Company’s final prospectus filed with the Securities and Exchange Commission on November 5, 2012. As a result of the reorganization, and before giving effect to the Company's initial public offering, 32,188,891 vested shares of our common stock were outstanding.
[c] Adjusted net income is used in calculating our adjusted basic and diluted net income per share and excludes the impact of certain unusual and non-recurring items. See table titled "Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income" for additional details.

[d] Adjusted basic and diluted net income per share is calculated based on dividing adjusted net income by 36,971,500 diluted shares. Such adjusted shares include the 32,188,891 shares in [b] as well as the 4,782,609 shares of common stock that the Company issued and sold on November 7, 2012 in its initial public offering.

 

6

               
 
RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
 
October 27, January 28,
2012 2012
 
ASSETS
Cash and cash equivalents $ 15,568 $ 8,511
Merchandise inventories 333,825 245,876
Other current assets   110,952   68,490
Total current assets 460,345 322,877
Property and equipment—net 93,663 83,558
Goodwill and other intangibles 173,509 175,121
Other assets   14,715   5,253
Total assets $ 742,232 $ 586,809
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses $ 156,382 $ 105,694
Other current liabilities   73,203   56,280
Total current liabilities 229,585 161,974
Revolving line of credit and term loan 187,529 122,300
Other long term liabilities   57,880   52,073
Total liabilities   474,994   336,347
Stockholders’ equity   267,238   250,462
Total liabilities and stockholders’ equity $ 742,232 $ 586,809
 

7

             
 
RESTORATION HARDWARE HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
Nine Months Ended
October 27, October 29,
2012 2011
 
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 15,573 $ (3,466 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization 19,485 22,356
Stock-based compensation expense and other non-cash compensation 1,102 7,563
Other non-cash items 212 1,080
Change in assets and liabilities:
Merchandise inventories (87,933 ) (73,089 )
Accounts payable, accrued expenses, and other   31,543     (2,768 )
Net cash used in operating activities   (20,018 )   (48,324 )
 
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures (25,631 ) (19,837 )
Purchase of domain name   (310 )    
Net cash used in investing activities   (25,941 )   (19,837 )
 
CASH FLOWS FROM FINANCING ACTIVITIES
Gross borrowings under line of credit 910,551 759,575
Gross repayments under line of credit (845,357 ) (689,354 )
Debt issuance costs (2,516 )
Payments on capital leases (3,088 ) (3,073 )
Capitalized initial public offering costs   (9,118 )    
Net cash provided by financing activities   52,988     64,632  
Effects of foreign currency exchange rate translation   28     124  
Net increase (decrease) in cash and cash equivalents 7,057 (3,405 )
Cash and cash equivalents
Beginning of period   8,511     13,364  
End of period $ 15,568   $ 9,959  
 

8

           
 
RESTORATION HARDWARE HOLDINGS, INC.
OPERATING METRICS AND OTHER DATA
(Unaudited)
 
Three Months Ended Nine Months Ended
October 27, October 29, October 27, October 29,
2012 2011 2012 2011
Growth in net revenues:
Stores (a) 21 % 32 % 19 % 25 %
Direct 24 % 17 % 25 % 29 %
Total 22 % 25 % 22 % 26 %
Retail (b) :
Comparable store sales change (c) 29 % 36 % 29 % 25 %
Retail stores open at beginning of period 73 87 74 91
Stores opened 3 3
Stores closed 3 4 10
Retail stores open at end of period 73 84 73 84
Retail sales per selling square foot (d) $ 282 $ 210 $ 763 $ 560
 
Total gross square footage at end of period (in thousands) 792 896 792 896
 
Total selling square footage at end of period (in thousands) 516 570 516 570
Direct:
Catalogs circulated (in thousands) (e) 11,721 8,356 26,851 21,079
Catalog pages circulated (in millions) (e) 7,944 4,832 15,360 8,121
Direct as a percentage of net revenues (f) 44 % 43 % 46 % 44 %
 
 
Notes:
[a] Store data represent retail stores plus outlet stores. Net revenues for outlet stores for the three months ended October 27, 2012 and October 29, 2011 were $13.9 million and $10.7 million, respectively. Net revenues for outlet stores for the nine months ended October 27, 2012 and October 29, 2011 were $38.2 million and $31.2 million, respectively.
[b] Retail data have been calculated based upon retail stores, which include our Baby & Child stores, and exclude outlet stores.
[c] Comparable store sales have been calculated based upon retail stores that were open at least fourteen full months as of the end of the reporting period and did not change square footage by more than 20% between periods. Comparable store net revenues exclude revenues from outlet stores.
[d] Retail sales per selling square foot is calculated by dividing total net revenues for all retail stores, comparable and non-comparable, by the average selling square footage for the period.
[e] The catalogs and catalog pages circulated from period to period do not take into account different page sizes per catalog distributed. Page sizes and page counts vary for different catalog mailings and we sometimes mail different versions of a catalog at the same time. Accordingly, period to period comparisons of catalogs circulated and catalog pages circulated do not take these variations into account.
[f] Direct revenues include sales through our catalogs and websites.
 

9

     
 
RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF NET INCOME (LOSS) TO EBITDA AND ADJUSTED EBITDA
(In thousands)
(Unaudited)
 
 
Three Months Ended Nine Months Ended
October 27, October 29, October 27, October 29,
2012 2011 2012 2011
Net income (loss) $ 1,685 $ (4,830 ) $ 15,573 $ (3,466 )
Depreciation and amortization 6,593 7,373 19,485 22,356
Interest expense 1,544 1,598 4,598 3,486
Income tax benefit   (1,235 )   (871 )   (612 )   (88 )
EBITDA [a] 8,587 3,270 39,044 22,288
Management and pre-IPO board fees [b] 1,198 1,149 3,285 3,545
Non-cash compensation [c] 364 6,687 1,102 7,563
Terminated operations [d] 14 1,680
Severance and other transaction costs [e] 443 471
Lease termination costs [f] (461 ) (386 ) 3,110
Special committee investigation and remediation [g] 2,789 - 4,778
Other [h]   35     -     47     192  
Adjusted EBITDA [a] $ 12,973   $ 11,102   $ 47,870   $ 38,849  
 
 
Notes:
[a] EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with GAAP. We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense and provision for income taxes. Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of certain items including non-cash or other items that we do not consider representative of our ongoing financial performance. EBITDA and Adjusted EBITDA are included in this press release because they are key metrics used by management, our Board of Directors and our principal shareholders to assess our financial performance, and Adjusted EBITDA is used in connection with determining incentive compensation under our Management Incentive Program (MIP). Additionally, EBITDA is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. We believe that Adjusted EBITDA provides useful information facilitating operating performance comparisons from period to period and company to company. EBITDA and Adjusted EBITDA are not GAAP measures of our financial performance or liquidity and should not be considered as alternatives to net income (loss), as a measure of financial performance, cash flows from operating activities, as a measure of liquidity, or any other performance measure derived in accordance with GAAP and they should not be construed as an implication that our future results will be unaffected by unusual or non-recurring items. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions for other companies due to different methods of calculation.
[b] Includes fees and expenses paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the IPO.
[c] The Company excludes non-cash compensation because it is non-cash in nature and because the Company believes that the non-GAAP financial measures excluding this item provide meaningful supplemental information regarding operational performance and liquidity. The Company further believes this measure is useful to investors in that it allows for greater transparency to certain line items in its financial statements and facilitates comparison to competitors' operating results. The three and nine months ended October 29, 2011 include a $6.4 million non-cash compensation charge related to the repayment of loans owed to Home Holdings by our former Chairman and Co-Chief Executive Officer, Gary Friedman, through the reclassification by Home Holdings of Mr. Friedman’s Class A and Class A-1 ownership units into an equal number of Class A Prime and Class A-1 Prime ownership units. Mr. Friedman served as our Chairman and Co-Chief Executive Officer at the time of such loan repayment.
[d] Includes costs related to the restructuring of our Shanghai office location.
[e] Amounts include executive severance and other related costs.
[f] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the nine months ended October 27, 2012 and three months ended October 29, 2011 relate to changes in estimates regarding liabilities for future lease payments for closed stores.
[g] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to our former Chairman and Co-Chief Executive Officer and our subsequent remedial actions.
[h] Represents certain other items which management believes are not indicative of our ongoing operating performance. The nine months ended October 29, 2011 include consulting fees related to organizational matters and state franchise tax amounts. All periods include foreign exchange gains and losses.
 

10

       
 
RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF GAAP NET INCOME (LOSS) TO ADJUSTED NET INCOME
(In thousands)
(Unaudited)
 
 
Three Months Ended Nine Months Ended
October 27, October 29, October 27, October 29,
2012 2011 2012   2011
GAAP net income (loss) $ 1,685   $ (4,830 ) $ 15,573   $ (3,466 )

Adjustments (pre-tax):

Management and pre-IPO board fees [a] $ 1,198 $ 1,149 $ 3,285 $ 3,545
Non-cash compensation [b] 6,350 6,350
Terminated operations [c] 14 1,680
Severance and other transaction costs [d] 443 471
Lease termination costs [e] (461 ) (386 ) 3,110
Special committee investigation and remediation [f]   2,789     -     4,778      
Subtotal adjusted items 3,987 7,495 7,677 15,156
Impact of income tax items [g]   (3,010 )   (1,589 )   (9,668 )   (4,729 )
Adjusted net income [h] $ 2,662   $ 1,076   $ 13,582   $ 6,961  
 
 
Notes:
[a] Represents fees paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the IPO.
[b] Amount relates to a $6.4 million compensation charge related to the repayment of loans owed to Home Holdings by our former Chairman and Co-Chief Executive Officer, Gary Friedman, through the reclassification by Home Holdings of Mr. Friedman’s Class A and Class A-1 ownership units into an equal number of Class A Prime and Class A-1 Prime ownership units. Mr. Friedman served as our Chairman and Co-Chief Executive Officer at the time of such loan repayment.
[c] Represents costs related to the restructuring of our Shanghai office location.
[d] Amounts include executive severance and other related costs.
[e] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the nine months ended October 27, 2012 and three months ended October 29, 2011 relate to changes in estimates regarding liabilities for future lease payments for closed stores.
[f] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to our former Chairman and Co-Chief Executive Officer and our subsequent remedial actions.
[g] Income tax items exclude the tax benefit related to the resolution of our Canadian Revenue Agency examination in the three months and nine months ended October 27, 2012, exclude the tax benefit from the utilization of federal and state net operating losses, and assume a normalized tax rate of 40% for all periods presented.
[h] Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with GAAP. Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with GAAP. We define adjusted net income as consolidated net income (loss) less unusual and non-recurring items. Adjusted net income is included in this press release because management believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.
 

11

       
 
RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF PRO FORMA NET INCOME PER SHARE TO
ADJUSTED NET INCOME PER SHARE
(Unaudited)
 
 
Three Months Ended Nine Months Ended
October 27, October 27,
2012 2012
Pro forma diluted net income per share (pre-IPO share count of 32,188,891) [a] $ 0.05   $ 0.48  
 
Pro forma diluted net income per share (post-IPO share count of 36,971,500) [b] $ 0.05 $ 0.42
 

EPS impact of adjustments (pre-tax):

Management and pre-IPO board fees [c] $ 0.03 $ 0.09
Lease termination costs [d] - (0.01 )
Special committee investigation and remediation [e]   0.07     0.13  
Subtotal adjusted items 0.10 0.21
Impact of income tax items [f]   (0.08 )   (0.26 )
Adjusted diluted net income per share (post-IPO share count of 36,971,500) [g,h] $ 0.07   $ 0.37  
 
 
Notes:
[a] Pro forma diluted net income per share is calculated based on GAAP net income and the Company's vested share count prior to November 7, 2012 initial public offering. See table titled "Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income" for pro forma net income calculation.
[b] Pro forma diluted net income per share is calculated based on GAAP net income and the Company's share count after the November 7, 2012 initial public offering. See table titled "Reconciliation of GAAP Net Income (Loss) to Adjusted Net Income" for pro forma net income calculation.
[c] Represents fees and expenses paid in accordance with our management services agreement with Home Holdings, as well as fees and expense reimbursements paid to our Board of Directors prior to the IPO.
[d] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates. The amounts in the nine months ended October 27, 2012 and three months ended October 29, 2011 relate to changes in estimates regarding liabilities for future lease payments for closed stores.
[e] Represents legal and other professional fees, incurred in connection with the investigation conducted by the special committee of the Board of Directors relating to our former Chairman and Co-Chief Executive Officer and our subsequent remedial actions.

[f] Income tax items adjust pro forma net income to 1) exclude the tax benefit related to the resolution of our Canadian Revenue Agency examination in the three months and nine months ended October 27, 2012, 2) exclude the tax benefit from the utilization of federal and state net operating losses, and 3) assume a normalized tax rate of 40% for all periods presented.

[g] Adjusted diluted net income per share includes the 4,782,609 shares of common stock that the Company issued and sold on November 7, 2012 in its initial public offering.
[h] Adjusted diluted net income per share is a supplemental measure of financial performance that is not required by, or presented in accordance with GAAP. We define adjusted net income per share as consolidated net income (loss) less unusual and non-recurring items divided by the Company’s post-initial public offering share count. Adjusted net income per share is included in this press release because management believes that adjusted net income per share provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our management uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter.
 

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