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Table of Contents Business. As of January 30, , we operated stores in 11 states with an average store size of approximately 9, square feet. We leverage our strong sourcing relationships and experienced buying team to offer our merchandise at every day low prices that are substantially below regular department store prices and less than, or comparable to, the prices generally available at home furnishings superstores. Gladstone named our company and our stores after his mother, Anna Gladstone.

Through her hard work and dedication, Anna came to personify our commitment to providing moderate income consumers with the products they desire in a convenient, attractive store environment. Anna maintained an active presence in our stores until her death in and remains an inspiration for our strategy and our culture. We expanded to 41 stores throughout California by the end of fiscal year , at which point we implemented an accelerated growth strategy with a focus on national expansion.

The number of stores we operate has increased by stores during the past five fiscal years, including a net increase of 45 stores in fiscal year During that time we entered 13 new metropolitan markets, including Atlanta, Dallas, Miami and Chicago. We have also increased sales in our existing store base, having generated comparable store sales increases in each of the past 29 consecutive quarters. We expect to open approximately 50 new stores in fiscal year , of which we have opened 15 as of May 1, and approximately 60 new stores in fiscal year Industry Background.

The home furnishings market is large and growing, and encompasses a variety of goods, including textiles, housewares, furniture and accessories. Retailing of home furnishings is highly fragmented. Existing participants in this market include department stores, specialty home furnishings retailers and mass merchants. Department stores typically serve more affluent consumers and have lost market share. According to Home Furnishing News, department stores accounted for At the same time specialty home furnishing retailers and mass merchants have continued to expand, accounting for We believe that specialty home furnishings retailers also focus on more affluent consumers.

While offering lower prices than department stores, these retailers compete based on the breadth and depth of selection as much as on price. Mass merchants, conversely, target the broadest segment of the. Table of Contents population with a primary emphasis on price. They offer a wide range of products in multiple categories within a warehouse environment and do not focus on home furnishings. In addition, we believe they provide a level of product quality, fashion and customer service below that of specialty retailers and department stores.

As a result, we believe that there is a continuing opportunity for a national home furnishings retailer that addresses the needs of moderate income consumers by delivering high quality, fashionable merchandise at value prices in a convenient and attractive shopping environment. Our Customers. While we believe that our store concept and value proposition appeals to all consumers, we devote particular attention to meeting the needs of African American and Hispanic consumers.

These consumers represent a significant portion of the population in the markets we serve and of our customer base. We expect to benefit from the following favorable trends related to this segment of our customer base:. Business Strengths. We believe the following business strengths enable us to be a leading specialty retailer of high quality, fashionable home furnishings at value prices. Quality Products at Value Prices. Our stores typically provide products from the same well-known manufacturers that are carried by major department stores and specialty retail chains.

We believe that our ability to source these products efficiently, maintain high sales levels and generate rapid inventory turnover, combined with mark-up and margin requirements that we believe are not as high as those of department stores and other specialty retail chains, enables us to offer merchandise at prices that are typically lower than department and specialty stores. At the same time, our sourcing relationships enable us to offer many brands that are unavailable at competing mass merchants or off-price retailers.

The remainder of our product offering is comprised of opportunistic purchases, which include closeouts and factory overruns, and which are sold to us on a deeply discounted basis. Table of Contents selection of fashion oriented merchandise emphasizing styles and colors that are tailored to their tastes and preferences. We generally locate our stores in power centers or high-traffic, neighborhood strip centers within densely populated areas that are convenient to our customers.

In addition, we target our advertising to the neighborhoods that surround our stores through direct mail. These advertisements prominently display the products that we offer and their low prices, thereby enabling us to effectively differentiate our products and their values from those of our competition. Strong Sourcing Relationships. We maintain strong relationships with our suppliers.

Our centralized four member buying team averages 15 years of retail buying experience. Their talent and experience, combined with our rapid growth and financial strength, have enabled us to establish long term relationships with a diverse group of vendors including the leading vendors in our industry. We work collaboratively with our vendors and seek to limit our requests for retail concessions such as promotional or markdown allowances.

As a result, we believe that we are able to obtain reorderable goods on favorable terms and believe that we have established ourselves as a first call for many vendors on closeouts and other opportunistic purchases. Compelling New Store Economics. Our new store model has proven to be profitable in a variety of geographic markets. Potential store sites are evaluated based on a number of criteria, including economic and demographic data and our internal financial return requirements.

Generally, we recover our initial investment in a new store within 24 months after the store opens. Preopening expenses consist of payroll, benefits and travel expenses. This increase is primarily associated with acquired leases for stores that are larger than our average. We do not expect this trend to continue. Investment amounts do not include the cost of acquired leases. High Level of Customer Service.

We are committed to providing our customers with courteous, knowledgeable and efficient service in all of our stores. Many of our employees are bilingual and are drawn largely from the neighborhoods in which our stores are located, and therefore tend to reflect the demographics of our customer base.

We believe that these factors help to make our customers feel comfortable, welcome and respected in our stores. We also seek to maintain a corporate culture that emphasizes customer service. We provide a formalized training program for all store associates and managers that is designed to make them more knowledgeable about our products and allow them to more effectively assist our customers.

In addition, we offer our store level employees attractive financial incentives and rapid promotion opportunities, enabling us to achieve a relatively low turnover rate among our staff, particularly store managers.

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We believe that this leads to increased dedication of our personnel and, as a result, improved service. Table of Contents Growth Strategy. Increasing our Store Base. We intend to continue our expansion by entering new markets throughout the United States and adding stores in markets that we currently serve. New markets provide opportunity for ongoing growth, while adding stores in our current markets enables us to capitalize on our name recognition while leveraging infrastructure.

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More than half of our stores have been opened within the last two fiscal years, primarily in new markets. Petersburg, Orlando and Milwaukee, of which we have opened 15 as of May 1, We intend to open approximately 60 new stores in fiscal year and believe that we have the potential to eventually operate approximately 1, stores based on our current store model and the demographics of our customer base. Enhancing Store Productivity. We are committed to increasing the productivity of our existing store base and have achieved positive quarterly comparable store sales growth for the last 29 consecutive quarters.

We believe there are substantial opportunities to continue increasing comparable store sales, among other things, by expanding our product offerings within existing categories, entering complementary categories and introducing higher end products at higher price points, such as luxury sheet sets. We also continue to work to drive greater traffic to our stores through our targeted, direct mail advertising. These strategies have enabled us to increase both the number of transactions per comparable store and the average size of those transactions in each of the past three years.

Continuing to Improve our Profitability.

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We constantly seek to increase our profitability through improved product margins and through operating efficiencies at both the store and corporate levels. As we grow, we also expect to benefit from purchasing economies, which we anticipate will enable us to obtain better prices and terms from our vendors. At the corporate level, we plan to enhance profitability by leveraging our fixed general, administrative and distribution costs, optimizing our supply chain to realize distribution efficiencies, and negotiating more favorable advertising rates.

We offer a wide selection of quality home furnishings, tailored to the tastes and preferences of our core customers, at compelling values. Our stores offer approximately 10, stock keeping units, or SKUs, across our major product lines, providing customers with access to a wide assortment of colors and styles in each of our product categories. Within the categories we offer, our stores carry many of the same high quality, name brand products typically found at department or specialty retail stores.

These opportunistic purchases enable us to leverage our high sales volumes and to offer particularly strong values to our consumers. A small portion of both our re-orderable and opportunistic merchandise purchases consist of factory seconds or irregulars. We only purchase irregular items if the irregularity does not adversely affect the appearance or functionality of the item. Finally, we have initiated a private label program. Table of Contents Our merchandise selection is controlled by our central buying team. The majority of our merchandise offering is devoted to categories such as bedding, bathroom accessories and window coverings, which have a greater fashion component and allows us to tailor our merchandise to the tastes and preferences of our core customers.

This enables us to differentiate ourselves from our competitors while also generating attractive gross margins. We continually introduce new merchandise in order to maintain customer interest in our product selections and encourage frequent return visits to our stores. At the same time, we aggressively monitor sell through to maintain rapid inventory turnover, and our buyers review each department for markdowns on a weekly basis. The table below details our product offering by category:. Types of Products.

Pricing and Promotions. We have an every day low price strategy. Our ability to source our products efficiently, maintain high store productivity and generate rapid inventory turnover enables us to operate profitably with mark-up and margin requirements that we believe are not as high as those of department stores and other specialty retail chains. As a result, we are able to continually offer merchandise at prices that are typically lower than those of these competitors.

Our prices are determined centrally and are uniform at all of our stores. However, as we continue to expand we may implement regional pricing adjustments from time to time. Store Format and Presentation. Our average store size is approximately 9, square feet. We seek to provide a comfortable shopping environment in our stores that is significantly more appealing than a typical warehouse or superstore format.

All stores are carpeted and well lit and have drop ceilings, multi-station checkout counters and custom made wood display fixtures. Within the store, products are arranged by category, with complementary categories positioned in close proximity to one another. For example, decorative bedroom accessories are adjacent to the bedding area. Our highest margin categories, including window coverings, bath. Table of Contents items and bedding, are located in the highest traffic area of the stores, closest to the main entrance.

We use the area closest to the register to display impulse items and seasonal products during key selling seasons, such as Thanksgiving and Christmas. We aim to present merchandise in a visually pleasing way that makes it easy for our customers to shop. Our stores have floor to ceiling product displays, including vignettes of our products that enable the customer to visualize how they will look in the home and to purchase fully coordinated and accessorized ensembles. In addition, drapes and shower curtains are displayed full length, on hanging rods, so that customers can touch and see the entire product in order to evaluate quality and pattern and, again, visualize how it will look in the home.

These outlet centers draw customers from a broader demographic range than our conventional stores. Accordingly, we alter the merchandise mix in our outlet stores to include more of our higher-end merchandise. Otherwise, we operate our Linen Outlet stores in the same way that we operate our other stores, and any product that is sold in both our outlet and our conventional stores is priced identically. Store Locations.

Existing Locations. The table below sets forth the number and location of our stores as January 30, California Southern. California Northern. Site Selection. Our choice of store locations is demographically driven. We seek to situate our stores in the neighborhoods where our core customers live. In identifying our store locations, we look for sites that meet our population density, ethnic and income criteria.

Our in-house personnel work with local market real estate brokers and developers in identifying sites. We believe that the number of potential sites for new stores that meet our basic qualifications is well in excess of our anticipated store growth. Table of Contents Within the neighborhoods that meet our demographic criteria, we seek locations in power centers anchored by national big box retailers and in neighborhood strip centers anchored by supermarkets and softline retailers.

Many of our most successful stores are located in shopping centers anchored by a mass merchandise retailer, and we actively seek new store locations adjacent or close to them. We have developed relationships with selected large property development companies and real estate investment trusts, from which we lease multiple properties. We believe that we are a preferred, value-added tenant for these companies because we round out the tenant mix in their shopping centers and act as a destination store for these centers.

Developers frequently contact us prior to the construction of new centers in order to assess our interest to locate a new store in these centers. We lease all of our stores in order to minimize our cash investment in the properties and we expect that our policy of leasing, rather than owning, our store locations will continue as we expand.

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We lease properties on a build-to-suit basis per our standard specifications, which require few specialized improvements and can be adapted to a range of space configurations, which gives us flexibility with respect to the size and layout of the properties we can lease. We believe that our tenant improvement requirements are lower than most other retailers, allowing us to obtain more favorable rental rates. Our leases typically provide for original lease terms that generally range from five to ten years with multiple five year renewal options.

We also typically include early termination options in our leases, which are triggered if our store sales fall below agreed upon levels. Some of our leases provide for scheduled rent increases and the majority of our store leases provide for contingent rent, based upon store sales in excess of stipulated amounts. We also usually seek co-tenancy rights from our landlords, so that our occupancy cost is reduced and we have termination rights if an anchor tenant vacates the center in which our store is located and is not replaced by a tenant of comparable type or quality.

From time to time we are presented with opportunities to acquire existing store leases from other retailers, often due to the bankruptcy of such retailers. In total, we have obtained 30 store sites by acquisition since the beginning of fiscal year , and we will continue to evaluate opportunities to expand in this fashion if and when they arise.

We acquire existing store leases only when the store locations or the lease terms are equal to or more favorable than those that would be available to us for new leases. New Store Openings. Our dedicated store opening crews are able to fixture, merchandise and open a new store within 14 days of delivery of the store for occupancy.

Our custom made wood fixtures are designed and produced in house by our 32 member wood working staff at our 35, square foot facility in Santa Ana, California. In-house production of these fixtures enables us to control quality and design while providing significant savings per store, compared to buying fixtures of similar quality from third party vendors. Moreover, we can ensure the availability of these fixtures as needed for store openings.

Each of our new stores conducts a heavily promoted grand opening celebration. For grand openings, we utilize special advertising circulars that include special grand opening promotions, including point of sale discount coupons in order to encourage customers to visit the store. We mail these circulars in greater number and to a wider radius of zip codes than we use for our ongoing direct mail advertising program.

Store Operations. Employees and Training. The number of total employees in each store varies based on the sales volume of, and number of shipments to, each store, in order to ensure appropriate staffing for efficient service. The number of part-time employees in each store also fluctuates depending upon our seasonal needs. Our stores. Table of Contents are open seven days a week, generally from a. Monday through Friday, a.

We currently have four regional managers who supervise our store base. We also have district managers who report to the appropriate regional manager and are responsible for approximately six stores. We expect to add more regional and district managers as our store base grows. All of our store associates participate in a training program administered by our full time training department, both in person and by intranet.

Our store managers also complete a separate formalized training program. We compensate our store employees with what we believe are competitive salaries or hourly wages. We also maintain a quarterly bonus program for all store associates and managers, as well as an additional special bonus program for the holiday November-December season.

Our policy of promoting from within our store employee population enables valued employees to rise within our company and become store managers and supervisors. We believe that continued store expansion will provide significant additional opportunities for such advancement of our employees. Loss Prevention. Internet Store. Sourcing and Allocation. We seek to maintain strong relationships with our suppliers. In fiscal year , we sourced product from suppliers located in both North America and Asia.

At the same time, we identify two or three vendors in each of our product categories as our key vendors. We believe that the strength of our relationships, combined with our rapid growth and strong financial position make us particularly attractive to both current and potential suppliers. Our buying staff is centrally located at our corporate offices. Our buyers have an average of over 15 years in retail buying experience. The buying team sources products from both manufacturers and distributors.

Our buyers are responsible for selecting and procuring the merchandise including conducting negotiations with suppliers. They monitor our inventory and associated purchasing needs through daily detailed sales results by specific product and feedback from district managers, conducted through weekly conference calls and regular in-person meetings.

The remainder of our offering is comprised of opportunistic purchases which include closeouts as well as factory overruns, which are sold to us on a deeply discounted basis. These opportunistic purchases enable us to leverage our high volumes and to offer particularly strong values to our consumers. We only purchase such items if the irregularity does not adversely affect the appearance or functionality of the item.

We believe our relationships with our suppliers allow us to purchase merchandise on favorable terms and receive first calls on opportunistic purchases, thereby enabling us to offer high quality products to our customer at compelling values. Our category managers are responsible for allocating the proper merchandise to each store. In addition, we are able to transfer inventory as needed between stores to respond to customer demand. Sales information is reviewed on a daily basis by our staff in order to ensure adequate replenishment. Store managers can, and are encouraged to, contact category managers and buyers with allocation recommendations.

We contract with third party warehousing and shipping companies who work with our suppliers to provide distribution. Our merchandise is delivered from our suppliers to cross-docking facilities in Los Angeles, Atlanta, Detroit, Houston and San Francisco, with the exception of a limited number of vendors that may ship small quantities of product directly to our stores.

These cross docking facilities are owned and operated by third party warehousing and distribution companies. Once the merchandise is received, it is processed and consolidated at these facilities and then shipped directly to our stores. Generally, stores receive deliveries twice per week on a regular schedule, which allows us to consolidate shipments and reduce distribution and shipping costs.

Store shipments from the cross-docking facilities are scheduled throughout the week in order to smooth workflow, and stores that are part of the same shipping route are grouped together to reduce freight costs. Our stores access shipping information through our intranet so that they can anticipate and prepare for deliveries. We believe our approach to distribution will provide us with a high degree of flexibility and scalability as we grow and will allow us to limit our investment requirement in fixed assets and inventory, avoiding the costs associated with maintaining warehouses and distribution capabilities.

Further, we believe we will be able to capture economies of scale as we continue to grow due to volume discounts and shipping efficiencies. We believe that there are a number of third party firms located throughout the country that could satisfy our distribution needs. Table of Contents Advertising and Marketing.

We use printed, direct mail advertising as our primary driver of customer traffic. Our four page, full color circulars emphasize product pictures and prices, enabling us to communicate the style and quality of our merchandise and compelling pricing value. In fiscal year , we mailed over million advertising circulars. Our circulars are mailed 46 times per year by third party mass mailers. We combine our mailings with grocery circulars to reduce cost and to increase effectiveness.

We focus our mailings on the neighborhoods around our stores and, in particular, on those zip codes which meet the demographic characteristics of our customer base. We continually refine our mailing distribution, utilizing customer zip code information gathered at our points of sale.

Where appropriate, we mail advertisements in English, Spanish or both. We also believe that the comfortable and welcoming shopping atmosphere that we offer our customers, along with our merchandise values, has resulted in extensive word of mouth promotion of our stores, which in turn has resulted in continued increases in customer traffic. Information Technology and Systems. We have invested significant resources to create a network of management information systems to support our retail stores, e-commerce operations and corporate systems.

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These systems include merchandising, planning and distribution, advertising, traffic, accounts payable, inventory control, real estate, payroll, and finance and accounting. Our management information systems are operated centrally at our corporate headquarters and include security systems, backup, scalable servers and other network enhancing features. Our current merchandise management systems will allow us to operate and maintain up to 1, stores. We continually evaluate and upgrade our systems and software packages as part of our ongoing maintenance programs.

The market for domestics merchandise and home furnishings is fragmented and highly competitive. Participants include mass merchandise retailers such as Target Corp. Penney Company, Inc. Mass merchandise retailers target the broadest segment of the population with a primary emphasis on price. They offer a limited assortment of products in multiple categories within a warehouse environment and do not focus on home furnishings.

In addition, we believe they provide a level of quality, fashion and customer service below that of specialty retailers and department stores. Competing specialty home furnishing retail chains tend to be located in affluent areas and target customers with higher levels of income. While typically offering lower prices than department stores, these retailers compete based on the breadth and depth of their home furnishings assortment rather than on price.

Department stores, like specialty home furnishing retail chains, tend to target a more affluent customer base. Department stores often carry a broad and deep assortment of product lines, but have substantially high mark up and margin requirements and therefore charge higher prices than specialty stores and mass merchants. Table of Contents We believe that we are well positioned to compete with our competitors on the basis of our focus on our core customer, our value pricing, our tailored merchandise mix and our customer service.

Nevertheless, there can be no assurance that any or all of the factors that enable us to compete favorably will not be adopted by competitors having greater financial and other resources than us. If we are unable to maintain or increase our market share or continue to compete effectively in the home furnishings market, our business, financial condition and operating results would be adversely affected.

Intellectual Property. Patent and Trademark Office. We intend to protect all of our intellectual property rights, which, in addition to our store and brand names, include rights to our domain name, databases and other proprietary information developed by us using our information management systems.

We rely on various intellectual property laws and contractual restrictions to protect our proprietary rights. These include trademark, copyright and trade secret laws and confidentiality agreements. As of January 30, , we employed approximately 1, persons, of whom approximately were full-time employees and approximately were part time employees. We have never experienced a work stoppage, and none of our employees is represented by a labor union. We believe that our relations with our employees are good. As with many other retail businesses, our sales levels are higher in our fourth fiscal quarter, which includes the year-end holiday season, and are lower in our second fiscal quarter.

In addition to leasing the store locations mentioned above, we lease our corporate headquarters office, located in Costa Mesa, California. The lease, which covers approximately 53, square feet, has an original term which expires in , but can be extended at our option for an additional five years. We believe this space will be adequate to support our growth for the next five years. We also lease a 35, square foot facility in Santa Ana, California where we manufacture our custom wood fixtures for our stores. This lease expires in We believe this space will be adequate to support our growth for the duration of the lease.

Two actions have been filed against us in California involving overtime compensation and other employment related matters. On September 24, , a putative class action lawsuit entitled Coe v. The putative class consists of store managers and hourly employees in the State of California. The lawsuit alleges various wage claims, including alleged failure to pay overtime, failure to provide meal and rest periods, requiring employees to purchase merchandise from us and requiring employees to work in an unsafe place of employment.

On December 27, , a putative class action lawsuit entitled Hernandez v. The putative class consists of salaried employees in the State of California. Equal Employment Opportunity Commission, or EEOC, and California Department of Fair Employment and Housing by a group of past and present employees, and alleged applicants for employment, alleging discrimination in hiring on the basis of race and sex.

The charging parties include three former employees, two present employees and eight alleged applicants for employment. All charging parties are represented by the same counsel and have threatened litigation on a class-wide basis. The charges are pending before the EEOC.

We do not believe it is feasible to predict the outcome of the proceedings described above and we intend to defend vigorously against them. The timing of the final resolution of each of these proceedings is also uncertain. Accordingly, we cannot estimate a range of potential loss, if any, for any of these proceedings. From time to time, we are involved in other legal proceedings and litigation incidental to the normal conduct of our business. Table of Contents Management. Executive Officers, Senior Management and Directors. The following table sets forth information with respect to our executive officers, senior management and directors as of May 1, Alan Gladstone.

Michael C. Carie Doll. Kevin McLain. Patrick Barber. Russell Brown. Scott Gladstone. Melvin Schneck 1. Dale S. Peter Breck 1. Howard Behar 1 2. Patricia Salas Pineda 2 3. James Coufos 2 3. Loren C. Pannier 3. Alan Gladstone is the brother-in-law of Michael C.

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Harnetiaux and the father of Carie Doll and Scott Gladstone. There are no other family relationships between our executive officers and directors. Alan Gladstone is our founder and has served as the chairman of our board of directors, president and chief executive officer since our formation in July The sham closure features an opening tucked between two overlapping pieces of fabric. Euro Shams are placed behind the standard size pillow shams or cases as a background or placed in front of the cases and shams.

They often coordinate with either the Duvet Cover or the Coverlet. A decorative pillow covering which fits a standard or king pillow.