[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 initial public offering. All management fees were paid in full at the time of the initial public offering.

[c] The three months ended May 4, 2013 includes a non-cash compensation charge related to the performance-based vesting of certain shares granted to Mr. Friedman. The three months ended April 28, 2012 includes stock-based compensation expense incurred prior to the initial public offering.

[d] Represents legal and other professional fees incurred in connection with our secondary offering.

[e] Includes lease termination costs for retail stores that were closed prior to their respective lease termination dates.

[f] Represents certain other items which management believes are not indicative of our ongoing operating performance, which includes foreign exchange gains and losses for the three months ended April 28, 2012.
 
RESTORATION HARDWARE HOLDINGS, INC.
RECONCILIATION OF GAAP NET LOSS TO ADJUSTED NET INCOME (LOSS)
(In thousands)
(Unaudited)
   
 
Three Months Ended

   May 4,    2013

  April 28,   2012
GAAP net loss $ (161 ) $ (3,728 )
Adjustments (pre-tax):
Management and pre-IPO board fees [a] $ $ 889
Non-cash compensation [b] 3,323
Secondary offering fees [c] 767
Lease termination costs [d]       575  
Subtotal adjusted items 4,090 1,464
Impact of income tax items [e]   (1,672 )   939  
Adjusted net income (loss) [f] $ 2,257   $ (1,325 )

[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 initial public offering. All management fees were paid in full at the time of the initial public offering. Board fees and expenses subsequent to the initial public offering are not included in the above adjustments and are included in both the GAAP and adjusted net income amounts.

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