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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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Form 10-K



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FOR ANNUAL AND TRANSITION REPORTS

PURSUANT TO SECTIONS 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended January 1, 2005



or



| ̈ | 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: 000-50807



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Design Within Reach, Inc.

(Exact name of registrant as specified in its
charter)



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|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3314374                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|225 Bush Street, 20th Floor, San Francisco, CA                 |  | 94104                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



(415) 676-6500

(Registrants telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:



|                    |  |                                          
|------------------- |  | -----------------------------------------
|Title of Each Class |  | Name of Each Exchange on Which Registered
|None                |  | None                                     



Securities
registered pursuant to Section 12(g) of the Act:

Common Stock, par value $0.001 per share



Indicate by check mark 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 ̈



Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No   x



As of February 11, 2005, the aggregate market value of the registrants
common stock held by non-affiliates of the registrant was approximately $209.7 million, based on the closing price of the registrants common stock on the Nasdaq National Market on February 11, 2005 of $16.27 per share. The registrants
common stock was not publicly traded as of the last business day of its most recently completed second quarter.



The number of outstanding shares of the registrants common stock, par value $0.001 per share, as of February 11, 2005 was 12,890,778.



DOCUMENTS INCORPORATED BY REFERENCE



Portions of the registrants definitive Proxy Statement to be filed
with the Securities and Exchange Commission within 120 days after registrants fiscal year end January 1, 2005 are incorporated by reference into Part III of this report.



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DESIGN WITHIN REACH, INC.



FORM
10-KANNUAL REPORT

For the Fiscal Year Ended January 1, 2005



Table of Contents



|           |  |                                                                                       |  |     
|---------- |  | ------------------------------------------------------------------------------------- |  | ----
|           |  |                                                                                       |  | Page
|PART I     |  |                                                                                      
|           |  |                                                                                      
|Item 1     |  | Business                                                                              |  | 1   
|           |  |                                                                                      
|Item 2     |  | Properties                                                                            |  | 31  
|           |  |                                                                                      
|Item 3     |  | Legal Proceedings                                                                     |  | 31  
|           |  |                                                                                      
|Item 4     |  | Submission of Matters to a Vote of Security Holders                                   |  | 31  
|           |  |                                                                                      
|PART II    |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 5     |  | Market for Registrants Common Equity and Related Stockholder Matters                 |  | 32  
|           |  |                                                                                      
|Item 6     |  | Selected Consolidated Financial Data                                                  |  | 33  
|           |  |                                                                                      
|Item 7     |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 34  
|           |  |                                                                                      
|Item 7A    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 45  
|           |  |                                                                                      
|Item 8     |  | Financial Statements and Supplementary Data                                           |  | 46  
|           |  |                                                                                      
|Item 9     |  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosures |  | 46  
|           |  |                                                                                      
|Item 9A    |  | Controls and Procedures                                                               |  | 46  
|           |  |                                                                                      
|Item 9B    |  | Other Information                                                                     |  | 48  
|           |  |                                                                                      
|PART III   |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 10    |  | Directors and Executive Officers of the Registrant                                    |  | 49  
|           |  |                                                                                      
|Item 11    |  | Executive Compensation                                                                |  | 49  
|           |  |                                                                                      
|Item 12    |  | Security Ownership of Certain Beneficial Owners and Management                        |  | 49  
|           |  |                                                                                      
|Item 13    |  | Certain Relationships and Related Transactions                                        |  | 49  
|           |  |                                                                                      
|Item 14    |  | Principal Accounting Fees and Services                                                |  | 49  
|           |  |                                                                                      
|PART IV    |  |                                                                                       |  |     
|           |  |                                                                                      
|Item 15    |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                       |  | 50  
|           | 
|Signatures |  | 74                                                                                   



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PART I



Forward-Looking Statements



Any statements in this report and the information
incorporated herein by reference about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. You can identify these forward-looking statements by the
use of words or phrases such as believe, may, could, will, estimate, continue, anticipate, intend, seek, plan,
expect, should, or would. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial
condition, results of operations, business strategy and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions described in the section entitled BusinessRisk Factors and
elsewhere in this report.



Although we believe that the
expectations reflected in our forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievement. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, unless required by law.



Corporate Information



We were incorporated in California in November 1998, and we reincorporated in Delaware in March 2004. Our principal executive offices are located at 225 Bush Street, 20thFloor, San Francisco, California 94104, and our telephone number is (415) 676-6500. Our website address is www.dwr.com. Information contained in, or
accessible through, our website, and information contained in our catalogs, does not constitute part of this report. Unless the context requires otherwise, in this report the terms we, us and our refer to Design
Within Reach, Inc.



Item 1. Business



Overview



We are an integrated multi-channel provider of distinctive modern design
furnishings and accessories. We market and sell our products to both residential and commercial customers through four integrated sales channels, consisting of our catalog, studios, website and direct sales force. We believe we have developed a
national presence in modern design furnishings and a brand recognized for design excellence among our customers and the design community. We believe that we have created a differentiated business model that enables us to provide products to our
customers in a more convenient, efficient and economical manner. We strive to broaden the base of modern design consumers, who we believe have been underserved in the United States. This belief has been driven by direct consumer feedback gathered
over the last five years and our rapid sales growth, which was over 100% from 2002 through 2004. Our policy of having products in stock and ready to ship is a departure from the approach taken by many other modern design furnishings
retailers, which we believe typically requires customers to wait weeks or months to receive their products. We have relationships with both internationally recognized and emerging designers, which allow us to offer our customers an array of
innovative and often hard-to-find merchandise. Our differentiated business model, along with a dedicated management team, have enabled us to generate significant growth in customers and net sales over the last five years.



We established our business strategy on the premise that multiple, integrated
sales channels improve customer convenience, reinforce brand awareness, enhance customer knowledge of our products, and produce operational benefits that ultimately improve market penetration and returns on capital. We believe most traditional
furnishings retailers initially established their presence with one sales channel and subsequently added additional channels, thereby making integration across sales channels more difficult. Seamless channel



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integration, meaning all of our products are available, and order processing, customer service assistance and product returns can be handled, through any of
our four sales channels, is crucial to our success because a substantial portion of our customers purchase our products after having had contact with two, three or sometimes all four of our sales channels. All of our sales channels utilize a common
inventory held at our centralized Hebron, Kentucky fulfillment center and share information technology systems, which together provide a level of scalability to facilitate future growth. This integration further improves customer service by speeding
delivery times and providing real-time inventory information across all sales channels.



Our merchandise offering is comprised of products that we believe share an aesthetic appeal and feature distinctive modern design elements, superior quality and authenticity. We offer over 500 products in numerous
categories, including chairs, tables, workspace and outdoor furniture, lighting, floor coverings, beds and related accessories, bathroom fixtures, fans and other home and office accessories. Across each of our sales channels, we display merchandise
in an educational context by providing detailed information regarding the designer and key design and functional elements about each product. We obtain our merchandise from select designers and manufacturers in Europe and North America that meet our
stringent requirements for design, quality, packaging, and consistency of production and flow. We believe that our unique assortment of innovative and often hard-to-find products serves as a competitive advantage and provides our customers with a
distinctive shopping experience.



We believe our success
requires the development and maintenance of a broad base of residential and commercial customers. Our customers include design professionals, consumers with an interest in modern design and commercial clients. We target educated consumers focused on
quality of life and interested in self-enrichment. Historically, our residential customers have been almost as likely to be male as female, have spanned a wide range of ages and typically have had household incomes greater than $75,000. In fiscal
year 2004, our net sales were approximately 65% to residential customers and 35% to commercial customers. We sell to the following commercial customers, who we believe are representative of our commercial customer base in a number of different
industries, including: architects and designers such as Art Design and SHW Group, Inc.; restaurants such as Chicago Pizza & Brewery, Inc. and Krispy Kreme Doughnuts, Inc.; institutions of higher education such as New York University and Rhode
Island School of Design; retailers such as The Gap, Inc. and The Limited Brands, Inc.; and service firms such as Fitch, Inc. and iSTAR Financial Inc. A significant percentage of our commercial sales is to small businesses with an interest in, or
focus on, design, such as restaurants, salons and boutiques.



We also seek to establish close, lasting relationships with notable and emerging designers and manufacturers. While modern design products have been widely popular in Europe for decades, we believe distribution channels in the United States
have historically been limited principally to local boutiques and interior designers. This has restricted product availability and exposure in the United States, reducing opportunities for both designers and manufacturers. We believe we are
providing European and American designers with broader, more efficient access to the U.S. modern design furnishings market. In that role, we have developed relationships with leading and emerging designers and manufacturers of design products, many
of whom have sought us out as a platform for further exposure and distribution of their products.



We were founded and incorporated in 1998, and in April 1999 we received funding from a group of investors led by JH Partners, LLC, a San Francisco-based
private equity investment firm formerly known as Jesse.Hansen&Co. We began selling products through our catalog and online in the second half of 1999. We opened our first studio in November 2000 and first generated a profit in the second quarter
of 2001. During the last three years, we have continued to increase sales across all distribution channels with particular growth in studio sales. We have increased the number of our studios from one at the end of 2001 to 33 as of January 1, 2005.
We expect to open 18 to 20 new studios during each of 2005 and 2006, and as of January 1, 2005, we had signed leases for seven additional studios.



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Modern Design



Modern design is a twentieth century movement, the purpose of which is to utilize current technologies and production methods to create more useful
products for a broad audience. The movement was driven by many important designers and architects, including Ludwig Mies van der Rohe, Charles and Ray Eames and Le Corbusier, among others, and has its origins within the German Bauhaus school in the
1920s and the post-World War II mid-century modernists. Modern design is concerned more with functionality than with appearance. As such, modern design is not a decorative style, but rather a discipline where a products form follows its
function. A product achieves its value through utility and performance, and a well-designed product is one that performs its task especially well and elegantly. Characteristics of modern design furnishings are simplicity, originality, intelligent
use of materials, quality, longevity and the avoidance of superfluous ornamentation or period styling. We offer products created by the classic authors of modern design, as well as products created by emerging designers, and strive in all aspects of
our business to enhance appreciation of modern design.



Industry Overview



The residential and commercial furnishings market
encompasses a variety of goods, including furniture, floor coverings, lighting and accessories. Sales in the U.S. home furnishings market were estimated at approximately $68.3 billion in 2003 and are projected to grow 4.2% to $71.1 billion in 2005,
according to Datamonitor plc, a business information company specializing in industry analysis and forecasts. Sales in the U.S. office furnishings market were approximately $10.1 billion in 2003 and are projected to grow approximately 14.6% to $11.5
billion in 2005, according to BIFMA International, a not-for-profit trade association of furniture manufacturers and suppliers whose strategic area of focus includes, among other things, statistical data generation.



The modern design furnishings market is a sub-sector of the residential and
commercial furnishings market. We believe that the upscale segment of this market, in which we operate, will continue to benefit from several long-term trends, including an increasing interest in modern design, middle-market consumers
willingness to trade up for premium products and favorable demographic trends.



We believe the increased focus on design covers a wide range of products both within and beyond the traditional furnishings market, from home computers to kitchen appliances. Consumers expanding focus on design
has been featured in several television programs, such as Bravo Networks Queer Eye for the Straight Guy, which has featured some of our products, and The Learning Channels Trading Spaces, as well as in books and other
publications, including Michael Silversteins book, Trading Up: The New American Luxury. According to the U.S. Department of Commerce, the disposable income of consumers has increased from 2000 through 2004. These consumers are driving
increased sales of premium goods and services, which deliver higher quality, technical advantages and superior performance relative to conventional products. These premium products typically command higher prices and gross margins than traditional
products. We believe that the household cocooning trend among consumers has also had a significant impact on our market. As more consumers retreat to their homes to spend time with family and friends, we believe that quality,
home-related design products have become increasingly popular. We believe many consumers are interested in modern design products, but are not familiar with, or are hesitant to engage, the more traditional sales channels, such as interior designers
or expensive boutiques.



Businesses have also begun to place
more emphasis on modern design. We believe that many manufacturers are turning to design as an important differentiator of their products. A November 2003 article in Fortune magazine highlighted organizational initiatives at several major
corporations, which have created new positions for design professionals and promoted other design professionals, reflecting the growing importance of design in selling their products. We believe small businesses, which account for a significant
portion of our commercial sales, historically have also had difficulties gaining access to modern design furnishings. We believe that the modern design furnishings industry has generally marketed and sold modern design products in a manner that
effectively excludes small businesses as buyers. Factors that contribute to the exclusion of small businesses from



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the market for modern design products include: the imposition of minimum order requirements that often exceed such buyers requirements; limited
physical presence of product sellers in smaller markets; and lack of interest from product distributors to sell to smaller buyers, among others. According to the U.S. Census Bureau, small businesses, defined as employers with less than 100
employees, comprised 98.2% of all employers in 2001. We believe this large segment of the commercial market has traditionally been underserved and will continue to be particularly receptive to our product offerings.



We believe our business model makes design-oriented products available for
convenient purchase to a broad array of residential and commercial consumers and provides enhanced consumer education and product information to our customers, helping us further expand and penetrate the market for modern design products.



Business Strengths



We believe our business strategy and strengths position us to be a leading
provider of modern design furnishings in the United States. We believe that our business model is differentiated in several key respects from those of traditional retailers and serves as a competitive strength. We intend to increase market
penetration through our strong brand authority, multiple and integrated sales channels, distinctive merchandising, strategic designer and manufacturer relationships, superior customer service and the efforts of our experienced management team.



Strong Brand Authority



Since our founding, an integral part of our strategy has been to build the
Design Within Reach brand both within the design community and among residential and commercial consumers. To build our brand, we have cultivated relationships with leading designers, highlighted designers and classic design products throughout our
sales channels, and carefully sourced products that embody the principles of enduring design, performance and authenticity. Our publications have broad consumer reach. In fiscal year 2004, we mailed on average over 948,000 catalogs each month, and
more than 330,000 people currently receive our weekly electronic newsletter, Design Notes. We have also sponsored design conferences and other design education activities, such as studio events and design contests, which further increase
public awareness of our brand. Through these activities, we believe that the Design Within Reach brand provides our products with authenticity among our customers and has become associated with design excellence both in the design community and with
residential and commercial consumers with an interest in modern design.



Multiple, Integrated Sales Channels



We market
and sell our products to both residential and commercial customers through four integrated sales channels, consisting of our catalog, studios, website and direct sales force. We believe our multi-channel strategy enhances our ability to access and
serve our customers while improving operational efficiency.



This strategy allows us to better serve customers who may prefer shopping for products in different formats, facilitates rapid and direct feedback as to customer needs and satisfaction, and provides broader exposure and reinforcement of the
Design Within Reach brand. Customer service is further enhanced by providing superior convenience, by cost effectively communicating educational information about our products and design in general and by permitting customers to view our complete
product selection. In fiscal year 2004, approximately 60.7% of online buyers had previously been mailed a catalog but chose to purchase at www.dwr.com, sometimes after visiting a studio or speaking with a customer service representative over
the phone. Our studios enable us to provide the touch and feel of our merchandise to customers and provide a local presence for enhancing market penetration. Our website serves as an information source for both our studio and catalog customers, as
well as for our own business development executives. We maintain consistent pricing across all of our sales channels for all of our customers.



Our strategy also improves operational efficiency through the utilization of a common inventory and centralized information systems. Operating from a
common inventory allows us to maintain a high proportion of



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our products in stock at all times and facilitates more efficient inventory turns. In fiscal year 2004, we had an initial fulfillment rate, meaning the
product was in stock and ready to ship at the time of order, of approximately 86.2%, and we achieved 6.6 turns of our pickable inventory (defined as annual product cost of goods sold divided by average product inventory in our fulfillment center and
available for sale to our customers, over the preceding thirteen months). In addition, our integrated channel strategy and common inventory enable us to centralize our management information systems, providing a highly scalable platform capable of
supporting additional growth. A centralized system also permits us to utilize experience and information from each channel to benefit the others. For example, we deploy customer data from our catalog and online channels to identify promising markets
and to increase the effectiveness of our studio site selection process.



Distinctive Merchandising



We seek to be a
leader in identifying and selling products that are innovative and not widely available from other retailers. In fiscal year 2004, 34.5% of our net sales were derived from products for which we believe we were the sole supplier in the United States.
While we do not have exclusivity agreements with our manufacturers, we believe we are the sole supplier of many products we carry, based on manufacturers oral representations that they are only manufacturing certain products for us and our not
being aware of such products being sold by other retailers.



We
take a selective approach to product sourcing, and new products must meet our stringent standards for design, quality and authenticity before they are selected for inclusion in our product assortment. We ensure that the price, look and feel of our
products is consistent across all sales channels, creating a sense of harmony for our customers. A crucial element of our merchandising is the belief that each well-designed product should be presented as a stand-alone item, rather than as part of a
prepackaged set. Therefore, we present and describe our products in a clear, concise and specific manner, including by providing line drawings for each product with its measurements. We complement our merchandise mix with authoritative educational
content regarding the designers of our products and other design topics. We believe that our merchandising approach delivers large average order values, along with attractive gross margins and returns on capital.



Strategic Designer, Manufacturer and Distributor Relationships



We purchase merchandise from select designers,
manufacturers and distributors in Europe and North America that meet our stringent requirements for design, quality, packaging, and consistency of production and flow. We currently source products from over 200 vendors, many of which are small,
family-owned businesses. Although we do not have any formal written agreements with designers, manufacturers and distributors, we believe that we have developed strong, albeit not formal, business relationships with such entities. These
relationships have developed over time principally because these designers, manufacturers and distributors have prospered along with our growth, which has fostered loyalty towards us by these entities. For example, we purchase products from our
vendors frequently and in large volumes, and in many cases we are a vendors largest customer. As a result, we are able to develop long-lasting relationships with most of our vendors and often become the de facto sole provider of their products
in the United States. In addition, we seek to strengthen our relationships with designers by highlighting the design community in our publications and on our website, as well as through our educational efforts across all sales channels. Our
credibility and reputation with residential and commercial consumers for high quality, innovative modern design products is further enhanced by our relationships with larger, more prominent vendors from around the world, such as Herman Miller, Inc.,
Vitra Inc. and Kartell US Inc. Developing and maintaining our relationships with these designers and manufacturers is a critical component of our strategy.



Superior Customer Service



Since inception, we have focused on providing what we believe to be superior customer service in each of our sales channels. Our policy of having products
in stock and ready to ship is a departure from the approach



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taken by many other modern design furnishings retailers, which we believe typically requires customers to wait weeks or months to receive their products. In
fiscal year 2004, we had an initial fulfillment rate, meaning the product was in stock and ready to ship at the time of order, of approximately 86.2%, and we shipped substantially all in stock product by the next business day after receiving the
order. With the opening of our new fulfillment center in Hebron, Kentucky, approximately 70% of the U.S. population is located within a two-day drive time for delivery, which has enhanced our level of customer service. Other key elements of our
customer service include: well-designed and attractive catalogs; knowledgeable sales personnel; our easy-to-use website for around-the-clock purchases; a liberal product return policy; extensive product information; and insightful design-oriented
commentary. Our sales personnel work in a coordinated fashion across all of our sales channels with the goal of providing a satisfying and educational experience to all customers. We typically hire our sales personnel from the design community, and
we believe that their passion and knowledge enables them to interact effectively with design professionals and residential and commercial consumers in all channels. The turnover rate among our sales personnel has historically been low, which we
believe results from our sales personnel seeing their position with us as a career opportunity.



Experienced Management Team



We were founded in 1998 by Robert Forbes, Jr., who continues to be our leading influence in modern design and our principal contact with the design
community. Since May 2000, our senior management team has been led by our Chief Executive Officer Wayne Badovinus. Mr. Badovinus was formerly the President of Williams-Sonoma, Inc. and Chief Executive Officer of Eddie Bauer, Inc. Mr. Badovinus has
assembled what we believe to be a first-class management team, who have on average approximately 20 years of experience with leading companies in the retail and consumer products industries. We believe that our team has successfully managed the
business as evidenced by a demonstrated track record of profitable growth. We intend to continue to leverage our management teams experience and acumen to execute our strategy effectively.



Growth Strategy



Our goal is to strengthen our position as a leading provider of modern design furnishings and accessories. We believe that
as a truly integrated multi-channel business, we must measure ourselves by total market penetration, or sales across all of our channels. Accordingly, we focus on increasing the overall penetration of our target markets, rather than on increasing
sales in a particular channel. This helps us avoid conflicts among channels, which often occurs in traditional retail models. We select our target markets based upon population statistics and our current sales in those markets. We intend to increase
our market penetration nationwide and within selected markets by opening additional studios, expanding and refining our product offerings, increasing marketing within and across our sales channels and expanding market awareness and appreciation for
design products.



Open Additional Studios



Our studios have become an integral part of our multi-channel strategy by
providing customers with the ability to touch and feel our products and by bringing our philosophy and products to life. We believe that our studio concept has broad appeal, offers attractive financial returns and can be implemented successfully in
many additional markets across the United States. We opened our first studio in November 2000 and have expanded from one studio at the end of 2001 to 33 studios as of January 1, 2005. We intend to expand our studio presence by opening 18 to 20 new
studios in each of 2005 and 2006, in both new and existing markets. As of January 1, 2005, we had signed leases for seven additional studios. We generally seek to occupy street-front locations in moderate rent areas, which allows us to become
visible and integrated in a neighborhood while obtaining attractive rental payments. We believe our studios have compelling unit-level economics. In fiscal year 2004, studios open the entire twelve months had an average annual sales volume of $2.7
million and an average annual studio operating margin of 26.5%. These studios had an average ten-month payback on an average initial investment of approximately $464,000, including net buildout and pre-opening expenses and the cost of product



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floor samples. We intend to use the additional studios to gain market share and to secure a strong competitive position in each market where our studios are
located, with support from our other sales channels.



Expand
and Edit Product Offerings



We believe there are
substantial opportunities in the near-term to utilize our brand attributes of enduring design, quality and authenticity to expand our product offerings within existing categories and enter into new, complementary categories. We regularly evaluate
and edit our merchandise assortment based upon product performance, compatibility and margin. In recent years, we introduced several new product categories, such as bedroom furnishings and mattresses, floor coverings and lighting. Products
introduced since January 1, 2002 accounted for 29.6% of our net sales for fiscal year 2004. Bedroom furnishings, which we introduced in September 2001, is currently our fastest growing product segment, and we are currently considering the launch of
childrens furniture products. We also intend to focus on and expand the number of product offerings for which we believe we are the sole supplier in the United States. We believe that any product that meets our standards for design attributes
and quality is a candidate to be added to our product assortment, and in the future we may seek out opportunities to market products beyond residential and commercial furnishings and accessories.



Increase Marketing Within and Across Our Sales Channels



We believe that opportunities exist to expand net sales with marketing
initiatives focused within and across each of our sales channels. We have expanded the number of catalogs in circulation by introducing new, targeted catalogs that vary in size, merchandise selection and frequency of delivery. For example, in March
2004 we began to mail smaller catalogs containing our most popular products, as well as new items, to prospective customers in markets where we have studios and in other select markets. We believe that this has enabled us to more
cost-effectively reach new customers, improve our response rates and order sizes and lower our per customer acquisition costs across all of our sales channels. We believe that we can enhance marketing efficiency by promoting our studio locations and
openings in our catalogs and on our website and by utilizing customer data obtained from our catalog and online channels to target future studio openings. Our studios contain computers for online access to www.dwr.com, and we encourage
in-studio sales personnel to promote online usage and to distribute our catalogs. To enhance online sales, we intend to develop additional website functionality and to implement additional third-party marketing agreements, such as our existing
agreements with selected search engines. We also intend to add new business development executives who, working in conjunction with our studio proprietors, will target new commercial customers and work to expand sales to existing commercial
customers.



Expand Market Awareness and Appreciation for
Design Products



We intend to expand our addressable
market by continuing to use each of our sales channels to promote innovative design products and to educate consumers on the principles of modern design. We seek to educate consumers through our weekly electronic newsletter, catalogs and other
special publications, such as our republication of the classic design book How to See, by George Nelson, and through periodic design seminars, conferences, studio events and design contests. For example, we recently commenced our second
annual online contest asking customers to create chairs made from the corks and wire cages of champagne bottles. In our second annual contest, we received over 500 entries and, following the contest, we conducted traveling exhibitions of over 100 of
the leading entries for display in our studios. We often host events featuring industry speakers and promote studios by hosting in-studio activities such as wine tastings for consumers and neighboring galleries. We believe that these activities
enhance consumers appreciation of modern design and expand the market for our products.



Product Merchandising



Our merchandising strategy is to offer well-designed products that are versatile and can be comfortably integrated with other furnishings. As such, we are selective in the products we offer and present our products as



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stand-alone items, rather than as part of a prepackaged set. The principles that guide our merchandising decisions are authorship, attention to detail,
simplicity, quality of materials and authenticity. Our product offering includes a refined assortment of chairs and tables, workspace and outdoor furniture, lighting, floor coverings, bedroom furnishings and related accessories, bathroom fixtures,
fans and other home and office accessories.



We manage our
merchandise offering utilizing five general product designations:



| |  |  | Design Icons. These are products recognized throughout the design community and by knowledgeable residential and commercial consumers as legitimate examples of historically
significant designs. Offering design icons for sale is a crucial element of our merchandising strategy since they carry their own design authority, which we use to build our Design Within Reach brand. We anticipate that design icons will continue to
be an important part of our product assortment and will continue to represent a substantial portion of our net sales going forward. Examples of design icons that we offer include:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Noguchi TableDesigned in 1944 by Isamu Noguchi for Herman Miller,
Inc., this is a practical glass-top table for commercial or residential use in which two simple, smoothly shaped solid wood pieces interlock to form a tripod that supports a three-quarter inch slab of transparent glass.



Arco Floor LampDesigned in 1962 by Achille Castiglioni and Pier
Giacomo Castiglioni, this is a classic modern lighting design characterized by the dramatic arc of its stainless steel stem and the counterpoint provided by the substantial Carrara marble base. The lamp is designed to provide overhead lighting
without ceiling suspension, and its light intensity makes it useful for reading, working or dining.



| |  |  | Design Exclusives. These are products for which we believe we are the sole supplier in the United States. Design exclusives utilize the strength of the Design Within Reach
brand to supplement their appeal to customers. Going forward we intend to focus on and expand the number of design exclusives that we market. We believe that we are developing the brand authority and marketing strength to introduce design
exclusives, which may become recognized in the future as design icons. Examples of design exclusives that we offer include:
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Globus ChairDesigned in 1993 by Jesus Gasca, this is a sophisticated and practical dining chair designed for both commercial and residential use.
The chair has a stainless steel frame and wood lacquer back and stacks up to five chairs high.



Sussex CredenzaDesigned in 2000 by Terence Woodgate and inspired by the shingled, angled roof of a Sussex cottage, this credenza features four
louvered doors with dominant horizontal lines that mimic the credenzas rectangular shape, oak veneer applied to all sides, compartments with adjustable shelves and a steel base that lends further aesthetic appeal and acts as a stable
foundation.



| |  |  | Design Solutions. These are products that we believe provide superior results in solving customer problems in functionality, aesthetic appeal and, in many cases, economy. We
believe that the Design Within Reach brand further strengthens the appeal of these products as intelligent answers for residential and commercial customers furniture needs. We believe that commercial customers find many of these products
particularly attractive because of their problem-solving attributes. Products designated as design solutions generally remain in our merchandise assortment until another product offering a better solution becomes available. Examples of design
solutions that we offer include:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Coco
ArmchairDesigned in 2001 by Fratelli Tominaga, this is a lightweight and sturdy dining chair that is built for easy maneuvering. The chair is constructed from durable beechwood and features a continuous barrel backrest which doubles as an
armrest and can be hung on a tabletop or stacked to open floor space for cleaning or storage. The chairs seat is subtly contoured for comfort and a single piece of wood acts as the back leg and forms a portion of the backrest for maximum
strength.



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Sliding SofaDesigned in 2000 by Pietro Arosio for Tacchini, this is a sofa with clean lines and
modern proportions that easily transforms into a two-person bed by sliding the base of the sofa out from the backrest. Its seat cushions and backrest provide the platform for both sitting and sleeping, and it also comes with two large feather-filled
pillows. The upholstery is fully removable for cleaning, and the aluminum frame is fitted with two casters for easy mobility.



| |  |  | Performance Design. These are products designed to serve distinctive functional roles in the application for which they are used. They tend to have a predictable demand curve
and, unlike design icons, may cycle out of our assortment as customer interest diminishes. Products designated as performance design typically represent a significant percentage of the new products offered in our catalogs. Based upon consumer
response or product sales performance, these products may evolve into other of our product designations, such as design solutions. Examples of products designated as performance design that we offer include:
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Cubitec ShelvingDesigned in 1998 by Doron Lachish, this is a modular
shelving system consisting of lightweight polypropylene panels, which may be easily assembled into multiple configurations of cubes. Each kit contains eighteen panels to create six cubes, which can be attached vertically or horizontally. The
shelving comes in a variety of colors and can be used in a wide-range of residential and commercial environments.



Kyoto ChairA clean-looking chair constructed with beechwood, with an unusual broad back. The Kyoto Chair is so named because it is a popular
café chair in Japan.



| |  |  | Design Accessories. These are products that supplement our larger assortment and enhance the utility of larger products. We have found design accessories to be important in
increasing customer response rates and broadening our customer base. Design accessories also present opportunities for us to introduce new design products, which may evolve into significant separate product lines. Examples of design accessories that
we offer include:
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Nelson Ball
ClockDesigned in the 1950s by George Nelson, this is a thirteen-inch diameter circular clock, the circumference of which is comprised of twelve small balls each connected by a rod to the clocks center.



PH5 Pendant LampDesigned in the 1950s by Poul Henningsen, this
is a hanging ceiling lamp that has been widely used in Europe for decades. The lamps shade is comprised of layers of varying sizes and shapes that direct light both horizontally and vertically. The lamp is compact enough to allow multiple
lamps to be hung in the same setting and can be used in both residential and commercial applications.



We believe there are many product lines that can be developed in addition to residential and commercial furnishings and accessories, and we are constantly
looking for ways to further leverage our brand recognition for design and quality. Our merchant and inventory planning teams meet weekly to review selling rates and make decisions regarding our merchandise assortment based on product performance. We
manage over 500 active products and regularly review the bottom third of our assortment and discontinue unproductive items. This process allows us to introduce new items each year while maintaining our focus on product management and inventory
turnover. For example, in fiscal year 2004, our top 25 products represented 41.5% of our net sales. We introduced four of these top 25 products since the beginning of 2004. When we discontinue an item, the remaining inventory of that item is offered
as a clearance item through our website.



Sales Channels



We established our business strategy on the premise that multiple,
integrated sales channels improve customer convenience, reinforce brand awareness, enhance customer knowledge of our products, and produce operational benefits that ultimately improve market penetration and returns on capital. The objective of each
of our sales channels is to maximize total market penetration.



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Catalog



Our full-color catalog is mailed every month and serves as our primary brand building and marketing tool. By mailing our catalogs in large quantities
in selected markets, we are able to reach a substantial audience, reduce the need for large expenditures on traditional advertising and marketing and generate additional sales across all of our channels. In fiscal year 2004, we mailed over 11.4
million catalogs to existing and prospective customers, representing an increase of 16.6% from fiscal year 2003. In fiscal year 2004, phone sales totaled $25.5 million, remaining relatively flat compared to fiscal year 2003.



Our catalog reflects the values of the modern design community, with clean
and simple graphic layouts and low-density and easily-readable typeface. Copy is simple, direct and informative. Line drawings and measurements complete the straightforward presentation of each product. The catalog also addresses product
functionality, such as the ability to stack chairs, the durability of fabrics and ergonomic features. Additionally, our catalogs provide historical information about our products, many of which have rich design legacies, and generally feature the
designers pictured with their products. This approach signals to the customer our respect for the design community, and we believe that it has been one of the most appreciated aspects of our catalog.



Our catalog generally ranges from between 80 and 100 pages and contains
between 350 and 400 products. Catalog circulation is focused on:



| |  |  | current buyers;
| | - |  | ---------------



| |  |  | interior designers and architects;
| | - |  | ----------------------------------



| |  |  | other professionals whose work involves design, such as graphic artists;
| | - |  | ------------------------------------------------------------------------



| |  |  | subscribers to design-focused magazines; and
| | - |  | --------------------------------------------



| |  |  | purchasers of products from related consumer catalogs.
| | - |  | ------------------------------------------------------



We have introduced smaller catalogs as part of our circulation strategy. These smaller catalogs contain our most popular products as well as new items and
are mailed to prospective customers in markets where we have studios and in other select markets. We believe this has enabled us to more cost-effectively reach new customers, improve our response rates and order sizes and lower our per customer
acquisition costs across all of our sales channels. These smaller catalogs generally range from between 50 and 60 pages and contain between 200 and 240 products.



Studios



The role of our studios is to bring modern design to customers neighborhoods and allow them to experience our products first hand. In fiscal year
2004, studio sales totaled $52.9 million, representing a 114.6% increase from fiscal year 2003. We opened our first studio in San Francisco in November 2000 and operated a total of 33 studios as of January 1, 2005. Like our catalog and website, our
studios are designed to reinforce our multi-channel strategy. For example, in fiscal year 2004, approximately 48.4% of buyers in our studios had been mailed a catalog prior to making a purchase.



The design of our studios is understated and reflects the clean, simple
aesthetics established by the catalog. This allows us to highlight the design elements of our merchandise. Studio sizes range from approximately 1,900 to 11,000 square feet. We are targeting our future studios to be approximately 3,300 square feet
on average. Most studios are located in buildings with architectural elements such as brick walls, hardwood floors, high ceilings or exposed beams, which we believe provide the appropriate atmosphere for our products. Since studios are often located
in architecturally distinctive buildings, sometimes not originally intended for retail use, our floor plans may vary. However, all of our studios feature designer-oriented graphics and include our chair-wall, which showcases a variety of
the chairs we offer on clean white display risers. Each studios selection of tables, lounges, lighting, shelving and other items are displayed throughout the remainder of the studio. Signage is



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understated but informative and is meant to reflect our design community approach. Since our studios only contain product samples and do not stock inventory
for purchase, we are able to devote substantially all of our studio space to showcasing and selling products while also reducing product shrinkage, in-studio costs and the number of studio personnel. Customers are encouraged to touch the products
and treat the studio as their own design hub, allowing them to learn about our products in a friendly and informal atmosphere. Computers with direct connections to www.dwr.com are available in our studios, and salespeople are trained to take
customers to our website and instruct them in its use.



The
following table provides information about our existing studios as of January 1, 2005.



|                               |  |                |  |               
|------------------------------ |  | -------------- |  | --------------
|Market / Location              |  | Opened         |  | Square Footage
|New York                       |  |                |  |               
|New YorkSoho                  |  | March 2003     |  | 3,500         
|New YorkChelsea               |  | May 2003       |  | 3,500         
|New YorkBrooklyn Heights      |  | November 2003  |  | 6,120         
|New YorkUpper East Side       |  | May 2004       |  | 7,600         
|New YorkColumbus Avenue       |  | November 2004  |  | 2,800         
|Los Angeles Area               |  |                |  |               
|Santa Monica, California       |  | August 2002    |  | 2,735         
|Beverly Hills, California      |  | November 2002  |  | 4,500         
|Newport Beach, California      |  | November 2002  |  | 4,396         
|Pasadena, California           |  | January 2003   |  | 5,750         
|Los AngelesBeverly Boulevard  |  | June 2004      |  | 6,000         
|Chicago                        |  |                |  |               
|ChicagoNorth Kingsbury Avenue |  | February 2004  |  | 7,700         
|ChicagoEast Ohio Street       |  | May 2004       |  | 6,000         
|Washington D.C. Area           |  |                |  |               
|Bethesda, Maryland             |  | May 2004       |  | 2,000         
|Washington D.C.Georgetown     |  | May 2004       |  | 2,000         
|San Francisco Bay Area         |  |                |  |               
|San FranciscoJackson Street   |  | November 2000  |  | 2,000         
|Palo Alto, California          |  | March 2002     |  | 2,920         
|Berkeley, California           |  | November 2003  |  | 3,941         
|San FranciscoFillmore Street  |  | April 2004     |  | 2,000         
|San Jose, California           |  | May 2004       |  | 3,620         
|Atlanta                        |  |                |  |               
|Atlanta, Georgia               |  | November 2004  |  | 5,000         
|Minneapolis                    |  |                |  |               
|Minneapolis, Minnesota         |  | October 2004   |  | 5,000         
|Seattle                        |  |                |  |               
|Seattle, Washington            |  | September 2004 |  | 3,198         
|San Diego                      |  |                |  |               
|San Diego, California          |  | November 2004  |  | 5,280         
|Boston Area                    |  |                |  |               
|Cambridge, Massachusetts       |  | September 2003 |  | 2,521         
|Boston, Massachusetts          |  | August 2004    |  | 2,970         
|Denver                         |  |                |  |               
|Denver, Colorado               |  | July 2004      |  | 4,098         
|Dallas                         |  |                |  |               
|Dallas, Texas                  |  | February 2003  |  | 6,080         
|Houston                        |  |                |  |               
|Houston, Texas                 |  | May 2004       |  | 4,100         



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|                             |  |                |  |               
|---------------------------- |  | -------------- |  | --------------
|Market / Location            |  | Opened         |  | Square Footage
|Miami / Fort Lauderdale Area |  |                |  |               
|South Beach, Florida         |  | May 2003       |  | 5,315         
|Coral Gables, Florida        |  | March 2004     |  | 1,900         
|Philadelphia                 |  |                |  |               
|Philadelphia, Pennsylvania   |  | September 2004 |  | 3,500         
|Portland                     |  |                |  |               
|Portland, Oregon             |  | December 2002  |  | 11,037        
|West Palm Beach              |  |                |  |               
|West Palm Beach, Florida     |  | July 2003      |  | 6,619         



We generally staff our
studios with one manager, whom we refer to as a proprietor, and two to three sales associates. We select proprietors from the design community who bring a passion for, and knowledge base about, design. The studio proprietors are responsible for
creating traffic in the studios through in-house design events, hiring and training sales associates, and ultimately leading the sales effort for their studio. Because our studios contain only product samples and do not stock inventory for purchase,
we are able to staff our studios leanly and our studio personnel are able to focus on delivering a superior level of service and information to our customers. Both studio proprietors and sales associates work on an incentive-based compensation
structure that includes salary, commission and bonus. We believe that our studio employees have the opportunity to earn higher compensation than traditional home furnishings retail employees.



Target markets for studio openings are identified based partly on household
population statistics, but also on supporting sales data collected from our other channels. Studios are located typically in moderate rent areas and usually occupy street-front space. In fiscal year 2004, studios open the entire twelve months had an
average annual sales volume of $2.7 million and an average annual studio operating margin of 26.5%. Our average initial investment per studio opened during fiscal year 2004 was approximately $563,000, including net build-out and pre-opening expenses
and the cost of product floor samples.



Website



We created our website, www.dwr.com, to be a
readily available resource for modern design furnishings and to support sales and customer service activities 24 hours a day. In fiscal year 2004, our online sales totaled $25.1 million, representing a 34.6% increase from fiscal year 2003. Our
website is designed to be consistent with our catalog, with clean and simple layouts. We believe that other features such as zoom, product color changes, and downloadable product specifications, increase functionality and differentiate our website
from those of our competitors.



Online sales are an essential
component of our multi-channel strategy. In fiscal year 2004, approximately 60.7% of online buyers had previously been mailed a catalog but chose to purchase at www.dwr.com, often after visiting a studio or speaking with a customer service
representative over the phone. In addition to driving traffic to our website through our other sales channels, we have entered into marketing agreements with selected search engines that provide us with key word rights in order to increase the
number of visits to our website.



One additional feature that
has developed into a central part of our strategy is a weekly outgoing e-mail called Design Notes. This newsletter currently has a circulation of more than 330,000 and covers a wide range of design topics. The newsletter provides
information about our products and also features general industry discussions on topics such as urban design, automobile design, mass transit systems and profiles of specific designers. With an average opt-out rate, meaning the number of requests
from newsletter recipients that we discontinue sending them our newsletter as a percentage of total newsletters sent out, of 0.2% in fiscal year 2004, the newsletter is an important tool allowing us to make valuable contacts with design enthusiasts
and potential customers. We have also used our website and Design Notes as testing grounds for new products, as they have proven to be effective media for receiving prompt customer feedback.



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Business Development Executives



The role of our business development executives is to market and sell our products to commercial buyers, including
restaurants, museums, universities, real estate developers and retailers, among others. Although our business development executives are responsible for establishing and maintaining relationships with our commercial customers, a substantial portion
of our commercial sales are transacted in our other channels. In fiscal year 2004, net sales generated by our business development executives were $2.5 million, representing a 25.5% decrease from fiscal year 2003. Business development
executives generate average order values substantially higher than those in our other channels. In fiscal year 2004, the average order value generated by business development executives was approximately $1,985. Commercial sales through our business
development executives tend to be for individual office spaces and to local or regional retailers. We currently do not focus our commercial business on larger, corporate wide furnishing programs.



Like our studio proprietors, our business development executives are hired
from the design community and have a similar passion for, and knowledge of, design and our products. Business development executives generally work out of the studios and work closely with the studio proprietors. This cooperation is crucial to the
success of both channels. While this channel is in the early development stage, we believe that the opportunity to add business development executives and increase our commercial business is substantial, and we expect to focus on this opportunity in
our largest strategic markets over the next few years.



Product Sourcing



We continually seek to identify and introduce new
products that meet our stringent design and quality standards. We provide designers and manufacturers with a forum through which they can significantly enhance the exposure and distribution of their products. We cultivate vendor relationships and
host a biennial conference where we communicate openly with our vendor base regarding our expansion strategy and product requirements.



We employ a specialized merchandising team that actively participates with manufacturers and designers in the design process for many new products. Our
founder and our merchandising team travel regularly to European and domestic markets visiting trade shows, designers and manufacturers in search of innovative new product offerings. Once a product has been approved for inclusion in our product
assortment, we negotiate with the products vendor to secure product supply. In an effort to ensure consistent product flow from our manufacturers, our inventory planning team supplies select vendors with a six-month rolling forecast of
projected purchases.



When determining which products to
introduce, we estimate the potential sales, gross margin and returns on capital. We also assess whether a product has the potential to be available through mass merchant channels, which would dilute the uniqueness of the product. In fiscal year
2004, approximately 34.5% of our net sales were derived from products for which we believe we were the sole supplier in the United States. Going forward, we will seek to increase this percentage.



We depend on select designers, manufacturers and distributors to develop and
manufacture products for us. We do not have any contractual relationships with these suppliers. However, we represent the largest share of business for many of them. We currently conduct business with over 200 designers, manufacturers and
distributors, over half of which are located outside the United States. In fiscal year 2004, our largest vendor, Herman Miller, Inc., supplied us with products representing 9.1% of our net sales, and products supplied by our five largest vendors
represented approximately 30.1% of net sales.



Customer Service



We are committed to providing our customers with
courteous, knowledgeable and prompt service across all our channels. We have customer service representatives located at our corporate headquarters in San Francisco, California as well as our distribution center in Hebron, Kentucky. Our agents are
available to take calls from 8:00 a.m. to 9:00 p.m. Eastern time, Monday through Friday, and 10:00 a.m. to 6:30 p.m. Eastern time on



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Saturday. Our customer service centers are staffed with DWR representatives who are passionate about design and knowledgeable about our products. Our
customer service representatives handled, on average, approximately 20,342 customer contacts each month in fiscal year 2004. Our representatives provide personal attention to customers who call toll free or send e-mails to request a catalog
subscription, place an order or inquire about a product. Our customer service group also is responsible for resolving customer complaints. We seek to provide a superior customer experience. Therefore, if a customer is not satisfied with one of our
products, he or she can return it for repair, replacement or refund.



We seek to hire and retain qualified sales and customer service representatives in both our customer service center and studio operations. As of January 1, 2005, approximately half of our studio personnel either had a degree in design or
prior work experience as a design professional. Each new studio proprietor undergoes a thorough training program during which he or she is trained in all aspects of our business. Studio sales personnel are trained extensively prior to a new studio
opening. This training focuses primarily on giving them a working knowledge of our products, augmenting their knowledge regarding featured designers and ensuring that they understand our high customer service standards. We have also developed
ongoing programs conducted at each studio that are designed to keep each salesperson up-to-date on each new product offered.



During January 2004, we launched a private label credit card program, which is administered by World Financial Network National Bank. We bear no credit
risk in connection with this program. As of January 1, 2005, approximately 4,061 cards had been issued, and we have experienced an average order value of $1,716 per card transaction.



Fulfillment



In January 2004, we moved our fulfillment operations from Union City, California to Hebron, Kentucky. All product orders from each of our sales channels
are fulfilled from this facility, except in limited cases where the product is shipped directly to the customer from the manufacturer. The new facility, at approximately 217,000 square feet, is nearly 100,000 square feet larger than our previous
Union City facility. We have a right of first refusal on an adjacent 100,000 square feet in the new facility, and we expect this facility to support our distribution capacity needs for at least the next three years. We believe this facility has
enhanced our level of customer service and order fulfillment, as approximately 70% of the U.S. population is now within a two day drive time for delivery. Shipment of products from our fulfillment center to our customers are through third-party
carriers. Our goal is to ship the majority of customer orders within 24 to 48 hours after the order is received. In fiscal year 2004, we had an initial fulfillment rate, meaning the product was in stock and ready to ship at the time of order, of
approximately 86.2%, and we shipped substantially all in stock product by the next business day after receiving the order.



Information Technology and Systems



We have invested significant resources to create a fast, reliable and secure network that facilitates companywide access to our operational systems and
information. These systems, including our supply chain, order processing, distribution, financial and communication systems are located in our headquarters or warehouse data centers. Sales associates in all channels have high-speed access to
real-time inventory data and customer order status 24 hours a day, seven days a week through their computers and the DWR order-entry system, eliminating the requirement for a point-of-sale system.



We have designed our customer, order and merchandise databases to collect and
summarize detailed sales data at the market, studio, vendor, customer and product level. Maintaining sufficient inventory levels is crucial to our business, and real-time sales and inventory information is available to our merchandising staff and
senior management for review. This allows us to focus on maximizing sales while minimizing our inventory investment. Each of our sales channels is fully integrated with the main computer system at our corporate headquarters, allowing us to transmit
sales, inventory and customer data as well as receive data from



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headquarters on a real-time basis. This data integration enables corporate personnel to monitor current sales, inventory and merchandise information,
providing the information necessary for inventory allocations and replenishment and customer database management.



Our website is located at a third-party hosting facility in Santa Clara, California. The hardware configuration includes firewalls, scalable servers, and
other network enhancing features. This configuration allowed us to maintain 99.6% availability and a 1.6 second average response time over broadband during fiscal years 2003 and 2004.



Competition



The market for residential and commercial furnishings is fragmented with no single company holding a dominant market position. The market includes
numerous smaller specialty retailers, as well as department stores, larger mass merchandisers and home furnishings stores, with department stores commanding a decreasing percentage of the furnishings industry compared to specialty retailers. In
recent years, the industry has been characterized by consolidation, the withdrawal of certain retailers from the marketplace and a de-emphasis by traditional department stores on upscale merchandise, leaving fewer large competitors focused
exclusively on this segment of the furnishings market.



We face
competition from several sources, including the following:



| |  |  | Modern design companies selling solely through a catalog and online, such as Oriac Design Corp. and Topdeq Corporation;
| | - |  | -----------------------------------------------------------------------------------------------------------------------



| |  |  | Regional retailers specializing in modern design, such as Limn, The Magazine, Murray Moss and Slater/Marinoff & Co.;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | National or multinational retailers such as Crate & Barrel (a company owned by Euromarket Designs, Inc.), Ethan Allen Interiors, Inc., Home Decorators Collection, IKEA, Pottery
Barn and West Elm (divisions of Williams-Sonoma, Inc.), Restoration Hardware, Inc. and Room & Board, Inc.; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Manufacturers, such as Herman Miller, Inc., Kartell US Inc., Knoll, Inc., Steelcase, Inc. and Vitra Inc., selling through authorized dealerships.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



Many of our competitors are larger than us and have substantially greater
financial, marketing and other resources than we do. However, many smaller specialty retailers may lack the financial resources, infrastructure and national brand identity necessary to compete effectively with us.



The U.S. retail industry, along with the catalog and online commerce sectors
are highly competitive, dynamic in nature and have undergone significant change over the past several years. Our ability to anticipate and respond successfully to these changes is critical to our long-term growth. If we are unable to maintain or
increase our market share or compete effectively in the furnishings market, our business, financial condition and operating results would be adversely affected.



We believe that the ability to compete successfully is determined by a variety of factors, including quality of product selection, effective product
presentation, customer service and pricing. We believe that we compete favorably on the basis of these factors.



Intellectual Property



We believe that our trademarks, including our registered trademark, Design Within Reach, and the brand name recognition that we have developed
are of significant value. We strive to preserve the quality of our brand name and protect all of our intellectual property rights, which include the copyrights in our catalogs, rights to our domain name, www.dwr.com, databases and information
management systems, and licenses for software for our



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desktop computers, to ensure that the value of our proprietary rights is maintained. 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, invention assignment and nondisclosure agreements with our employees, contractors and suppliers.



Employees



At January 1, 2005, we had 269 employees, of whom 214 were engaged in selling and administrative functions, and 55 were
involved in sourcing or fulfillment functions. We have never experienced a work stoppage, and none of our employees are represented by a labor union. We believe that our relations with our employees are good.



Available Information



We make available free of charge on or through our Internet website our annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. Our Internet address is
www.dwr.com.



Risk Factors



The following information sets forth factors that could cause our actual
results to differ materially from those contained in forward-looking statements we have made in this report, the information incorporated herein by reference and those we may make from time to time.



Risks Relating to our Business



Our limited operating history makes evaluation of our business difficult.



We were originally incorporated in November 1998 and began selling
products in July 1999. As an early stage company with limited operating history, we face risks and difficulties, such as challenges in accurate financial planning and forecasting as a result of limited historical data and the uncertainties resulting
from having had a relatively limited time period in which to implement and evaluate our business strategies as compared to older companies with longer operating histories. These difficulties are particularly evident with respect to the evaluation
and prediction of the operating results and expenses of our studios, as we opened our first studio in November 2000 and have expanded from one studio at the end of 2001 to 33 studios as of January 1, 2005. Further, our limited operating history will
make it difficult for investors and securities analysts who may choose to follow our common stock, if any, to evaluate our business, strategy and prospects. Our failure to address these risks and difficulties successfully would seriously harm our
business.



If we fail to offer merchandise that our customers find
attractive, the demand for our products may be limited.



In order for our business to be successful, our product offerings must be distinctive in design, useful to the customer, well made, affordable and generally not widely available from other retailers. We may not be successful in offering
products that meet these requirements in the future. If our products become less popular with our customers, if other retailers, especially department stores or discount retailers, offer the same products or products similar to those we sell, or if
demand generally for design products such as ours decreases or fails to grow, our sales may decline or we may be required to offer our products at lower prices. If customers buy fewer of our products or if we have to reduce our prices, our net sales
will decline and our operating results would be affected adversely.



We believe that our future growth will be substantially dependent on the continued increase in sales growth of existing core products, such as the Aeron® Chair and the Eames® Lounge Chair and Ottoman manufactured by



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Herman Miller, Inc. and other design classics and new products, while at the same time maintaining or increasing our current gross margin rates. We may not
be able to increase the growth of existing core and new products or successfully introduce new products or maintain or increase our gross margin rate in future periods. Failure to do so may adversely affect our business.



Moreover, in order to meet our strategic goals, we must successfully
identify, obtain supplies of, and offer to our customers new, innovative and high quality design products on a continuous basis. These products must appeal to a wide range of residential and commercial customers whose preferences may change in the
future. If we misjudge either the market for our products or our customers purchasing habits, we may be faced with significant excess inventories for some products and missed opportunities for products we chose not to stock. In addition, our
sales may decline or we may be required to sell our products at lower prices. This would have a negative effect on our business.



We do not have long-term vendor contracts and as a result we may not have continued or exclusive access to products that we sell.



All of the products that we offer are manufactured by third-party suppliers.
We do not typically enter into formal exclusive supply agreements for our products and, therefore, have no contractual rights to exclusively market and sell them. Since we do not have arrangements with any vendor or distributor that would guarantee
the availability or exclusivity of our products from year to year, we do not have a predictable or guaranteed supply of these products in the future. If we are unable to provide our customers with continued access to popular products, our net sales
will decline and our operating results would be harmed.



Our business
depends, in part, on factors affecting consumer spending that are not within our control.



Our business depends on consumer demand for our products and, consequently, is sensitive to a number of factors that influence consumer spending, including general economic conditions, disposable consumer income,
recession and fears of recession, stock market volatility, war and fears of war, acts of terrorism, inclement weather, consumer debt, interest rates, sales tax rates and rate increases, inflation, consumer confidence in future economic conditions
and political conditions, and consumer perceptions of personal well-being and security generally. Adverse changes in factors affecting discretionary consumer spending could reduce consumer demand for our products, thus reducing our net sales and
adversely affecting our operating results.



Our business will be harmed if
we are unable to implement our growth strategy successfully.



Our growth strategy primarily includes the following components:



| |  |  | open additional studios;
| | - |  | ------------------------



| |  |  | expand and edit product offerings;
| | - |  | ----------------------------------



| |  |  | increase marketing within and across our sales channels; and
| | - |  | ------------------------------------------------------------



| |  |  | expand market awareness and appreciation for design products.
| | - |  | -------------------------------------------------------------



Any failure on our part to implement any or all of our growth strategies successfully would likely have a material adverse effect on our financial
condition.



The expansion of our studio operations could result in increased
expenses with no guarantee of increased earnings.



We plan
to open between 18 to 20 new studios in each of 2005 and 2006. We anticipate the costs associated with opening these new studios will be between approximately $11 million and $12 million in each of 2005 and 2006. However, we may not be able to
attain our target number of new studio openings, and any of the new



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studios that we open may not be profitable, either of which could have an adverse impact on our financial results. Our ability to expand by opening new
studios will depend in part on the following factors:



| |  |  | the availability of attractive studio locations;
| | - |  | ------------------------------------------------



| |  |  | our ability to negotiate favorable lease terms;
| | - |  | -----------------------------------------------



| |  |  | our ability to identify customer demand in different geographic areas;
| | - |  | ----------------------------------------------------------------------



| |  |  | general economic conditions; and
| | - |  | --------------------------------



| |  |  | availability of sufficient funds for expansion.
| | - |  | -----------------------------------------------



Even though we plan to continue to expand the number of geographic areas in which our studios are located, we expect that our studio operations will
remain concentrated in limited geographic areas. Please see BusinessSales ChannelsStudios for a list of the geographic areas where we currently have studios. This concentration could increase our exposure to fluctuating
customer demand, adverse weather conditions, competition, distribution problems and poor economic conditions in these regions. In addition, our catalog sales, online sales or existing studio sales in a specific region may decrease as a result of new
studio openings in that region.



In order to continue our
expansion of studios, we will need to hire additional management and staff for our corporate offices and employees for each new studio. We must also expand our management information systems and distribution systems to serve these new studios. If we
are unable to hire necessary personnel or grow our existing systems, our expansion efforts may not succeed and our operating results may suffer.



Some of our expenses will increase with the opening of new studios, such as headcount and lease occupancy expenses. Moreover, as we increase inventory
levels to provide studios with product samples and support the incremental sales generated from additional studios, our inventory expenses will increase. We may not be able to manage this increased inventory without decreasing our earnings. If
studio sales are inadequate to support these new costs, our earnings will decrease. In addition, if we were to close any studio, whether because a studio is unprofitable or otherwise, we likely would be unable to recover our investment in leasehold
improvements and equipment at that studio and would be liable for remaining lease obligations.



We rely on our catalog operations, which could have significant cost increases and could have unpredictable results.



Our success depends in part on our ability to market, advertise and sell our products effectively through the Design Within Reach catalog. In fiscal year
2004, phone sales totaled $25.5 million, representing 21.1% of our total net sales during such period. We believe that the success of our catalog operations depends on the following factors:



| |  |  | our ability to continue to offer a merchandise mix that is attractive to our customers;
| | - |  | ---------------------------------------------------------------------------------------



| |  |  | our ability to achieve adequate response rates to our mailings;
| | - |  | ---------------------------------------------------------------



| |  |  | our ability to add new customers in a cost-effective manner;
| | - |  | ------------------------------------------------------------



| |  |  | our ability to design, produce and deliver appealing catalogs in a cost-effective manner; and
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | timely delivery of catalog mailings to our customers.
| | - |  | -----------------------------------------------------



Catalog production and mailings entail substantial paper, postage, merchandise acquisition and human resource costs, including costs associated with
catalog development and increased inventories. We incur nearly all of these costs prior to the mailing of each catalog. As a result, we are not able to adjust the costs incurred in connection with a particular mailing to reflect the actual
performance of the catalog. Increases in costs of mailing, paper or printing would increase our costs and would adversely impact our earnings as we would be



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unable to pass such increases directly on to our customers or offset such increases by raising prices. If we were to experience a significant shortfall in
anticipated sales from a particular mailing, and thereby not recover the costs associated with that mailing, our future results would be adversely affected. In addition, response rates to our mailings and, as a result, sales generated by each
mailing, are affected by factors such as consumer preferences, economic conditions, the timing of catalog mailings, the product mix in a particular catalog, the timely delivery by the postal system of our catalog mailings and changes in our
merchandise mix, several of which may be outside our control. Furthermore, we have historically experienced fluctuations in the response rates to our catalog mailings. Customer response to our catalogs is dependent on merchandise assortment,
merchandise availability and creative presentation, as well as the size and timing of delivery of the catalogs. If we are unable to achieve adequate response rates, we could experience lower sales, significant markdowns or write-offs of inventory
and lower margins, which would adversely affect our future operating results.



We must manage our online business successfully or our business will be adversely affected.



Our success depends in part on our ability to market, advertise and sell our products through our website. In fiscal year 2004, online sales totaled $25.1
million, representing 20.8% of our total net sales. The success of our online business depends, in part, on factors over which we have limited control. In addition to changing consumer preferences and buying trends relating to Internet usage, we are
vulnerable to additional risks and uncertainties associated with the Internet. These risks include changes in required technology interfaces, website downtime or slowdowns and other technical failures or human errors, changes in applicable federal
and state regulation, security breaches, and consumer privacy concerns. Our failure to respond successfully to these risks and uncertainties might adversely affect the sales through our online business, as well as damage our reputation and increase
our selling, general and administrative expenses.



If we do not manage our
inventory levels successfully, our operating results will be adversely affected.



We must maintain sufficient inventory levels to operate our business successfully. However, we also must guard against the risk of accumulating excess inventory as we seek to fulfill our in stock and ready to
ship philosophy. Our success depends upon our ability to anticipate and respond to changing merchandise trends and customer demands in a timely manner. If we misjudge market trends, we may overstock unpopular products and be forced to take
significant inventory markdowns, which would have a negative impact on our operating results. Conversely, shortages of popular items could result in loss of sales and have a material adverse effect on our operating results.



Consumer preferences may change between the time we order a product and the
time it is available for sale. We base our product selection on our projections of consumer preferences in a future period, and our projections may not be accurate. As a result, we are vulnerable to consumer demands and trends, to misjudgments in
the selection and timing of our merchandise purchases and fluctuations in the U.S. economy. Additionally, much of our inventory is sourced from vendors located outside the United States that often require lengthy advance notice of our requirements
in order to be able to produce products in the quantities we request. This usually requires us to order merchandise, and enter into purchase order contracts for the purchase and manufacture of such merchandise, well in advance of the time such
products will be offered for sale, which makes us vulnerable to changes in consumer demands and trends. If we do not accurately predict our customers preferences and acceptance levels of our products, our inventory levels will not be
appropriate and our operating results may be negatively impacted.



We source many of our products from manufacturers and suppliers located in Europe, many of which close for vacation during the month of August each year. Accordingly, during September and in many cases for several weeks thereafter as
manufacturing resumes and products are shipped to the United States, we are often unable to receive product shipments from these suppliers. As a result, we are required to make projections regarding customer demand for these products for the third
and fourth quarters of each year and order sufficient product quantities for delivery in advance of the August shutdown. If we misjudge demand for any of these items, our



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inventory levels may be too high or low. If we have a shortage of a particular item affected by the August shutdown, we may not be able to procure additional
quantities for some weeks or months, which could result in loss of sales and have a material adverse effect on our operating results.



We depend on domestic and foreign vendors, some of which are our competitors, for timely and effective sourcing of our merchandise.



Our performance depends on our ability to purchase our merchandise in
sufficient quantities at competitive prices. We purchase our merchandise from over 200 foreign and domestic designers, manufacturers and distributors. We have no long-term purchase contracts with any of our suppliers and, therefore, have no
contractual assurances of continued supply, pricing or access to products, and any vendor could discontinue selling to us at any time. In fiscal year 2004, products supplied by our five largest vendors represented approximately 30.1% of net sales.



Additionally, some of our suppliers, including Herman Miller,
Inc., Vitra Inc. and Kartell US Inc., compete directly with us in both residential and commercial markets and may in the future choose not to supply products to us. In fiscal year 2004, products supplied by Herman Miller, Inc., Vitra Inc. and
Kartell US Inc. represented approximately 12.5% of our net sales. Additionally, some of our smaller vendors have limited resources, production capacities and operating histories, which means that they may not be able to timely produce sufficient
quantities of certain products demanded by our customers. We may not be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in the future. Any inability to acquire suitable merchandise or the loss of one or more
key vendors could have a negative effect on our business and operating results because we would be missing products from our merchandise mix unless and until alternative supply arrangements are made. Moreover, we may not be able to develop
relationships with new vendors and products from alternative sources, if any, may be of a lesser quality or more expensive than those we currently purchase.



Intellectual property claims against us could be costly and could impair our business.



Third parties may assert claims against us alleging infringement, misappropriation or other violations of patent, trademark,
trade dress, or other proprietary rights held by them, whether or not such claims have merit. Some of the products we offer, including some of our best selling items, are reproductions of designs that some of our competitors believe they have
exclusive rights to manufacture and sell, and who may take action to seek to prevent us from selling those reproductions. Alternatively, such persons may seek to require us to enter into distribution relationships with them, thereby requiring us to
sell their version of such products, at a significantly higher price than the reproduction that we offer, which may have a significant adverse impact on our sales volume, net sales and gross margin. In addition, when marketing or selling our
products we may refer to or use product designations that are or may be trademarks of other people, who may allege that we have no right to use such marks or product designations and bring actions against us to prevent us from using them. If we are
forced to defend against third-party infringement claims, whether they are with or without merit or are determined in our favor, we could face expensive and time-consuming litigation, which could divert management personnel, or result in product
shipment delays. If an infringement claim is determined against us, we may be required to pay monetary damages or ongoing royalties, or to cease selling the infringing product, which may have a significant adverse impact on our sales volume and
gross margins, especially if we are required to stop selling any of our best-selling items as a result of, or in connection with, such claim. Further, as a result of infringement claims either against us or against those who license rights to us, we
may be required to enter into costly royalty, licensing or product distribution agreements. Such royalty, licensing or product distribution agreements may be unavailable on terms that are acceptable to us, or at all. If a third party successfully
asserts an infringement claim against us and we are required to pay monetary damages or royalties or we are unable to obtain suitable non-infringing alternatives or license the infringed or similar intellectual property on reasonable terms on a
timely basis, it could significantly harm our business. Moreover, any such litigation regarding infringement claims may result in adverse publicity which may harm our reputation.



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We are subject to various risks and uncertainties that might affect our ability to procure quality merchandise.



Our performance depends on our ability to procure quality
merchandise from our vendors. Our vendors are subject to certain risks, including availability of raw materials, labor disputes, union organizing activity, inclement weather, natural disasters, and general economic and political conditions, that
might limit their ability to provide us with quality merchandise on a timely basis. For these or other reasons, one or more of our vendors might not adhere to our quality control standards, and we might not identify the deficiency before merchandise
ships to us or our customers. Our vendors failure to manufacture or import quality merchandise could reduce our net sales, damage our reputation and have an adverse effect on our financial condition.



A substantial portion of our sales during any given period of time may be generated by a
particular product or line of products obtained from a small number of vendors, and if sales of those products or line of products decrease, our common stock price may be adversely affected.



In fiscal year 2004, our sales of products supplied by Herman Miller, Inc.,
the manufacturer of, among other items, the Aeron Chair, the Eames Lounge Chair and Ottoman, the Eames®Aluminum Management Chair and the Noguchi Table, constituted approximately 9.1% of our total net sales. Sales of products supplied by our top five vendors constituted approximately 30.1% of our total net sales in fiscal year 2004.
Although we have no formal supply agreements with any of these vendors, we believe that sales of products we obtain from these vendors will continue to constitute a substantial portion of our sales in the future. However, sales of products from
these vendors may not continue to increase or may not continue at this level in the future. If sales of products from these vendors decrease, our net sales will decrease and the price of our common stock may be adversely affected.



Declines in the value of the U.S. dollar relative to foreign currencies could adversely
affect our operating results.



We procure supplies of our
products from manufacturers in thirteen countries outside the United States. In fiscal year 2004, approximately 57.5% of our merchandise purchases were sourced from outside the United States, primarily from Europe. Our dependence on foreign vendors
means, in part, that we may be affected by declines in the relative value of the U.S. dollar to other foreign currencies, particularly the euro. Specifically, as the value of the U.S. dollar declines relative to other currencies, such as the euro,
our effective cost of supplies of product increases. As a result, continued declines in the value of the U.S. dollar relative to the euro and other foreign currencies would increase our cost of goods sold and decrease our gross margin.



We rely on foreign sources of production, which subjects us to various risks.



We currently source a substantial portion of our products
from foreign manufacturers located in Canada, the Czech Republic, Denmark, France, Germany, Israel, Italy and in other countries. As such, we are subject to other risks and uncertainties associated with changing economic and political conditions in
foreign countries. These risks and uncertainties include import duties and quotas, work stoppages, economic uncertainties including inflation, foreign government regulations, wars and fears of war, acts of terrorism, political unrest and trade
restrictions. Additionally, countries in which our products are currently manufactured or may be manufactured in the future may become subject to trade restrictions imposed by the United States or foreign governments. Any event causing a disruption
or delay of imports from foreign vendors, including the imposition of additional import restrictions, restrictions on the transfer of funds or increased tariffs or quotas, or both could increase the cost or reduce the supply of merchandise available
to us and adversely affect our operating results.



There is
also a risk that one or more of our foreign vendors will not adhere to fair labor standards and may engage in child labor practices. If this happens, we could lose customer goodwill and favorable brand recognition, which could negatively affect our
business.



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If we fail to timely and effectively obtain shipments of product from our vendors and deliver merchandise to our
customers, our operating results will be adversely affected.



We cannot control all of the various factors that might affect our timely and effective procurement of supplies of product from our vendors and delivery of merchandise to our customers. All products that we purchase, domestically or
overseas, must be shipped to our fulfillment center in Hebron, Kentucky by third-party freight carriers, except for those products that are shipped directly to our customers from the manufacturer. Our dependence on foreign imports also makes us
vulnerable to risks associated with products manufactured abroad, including, among other things, risks of damage, destruction or confiscation of products while in transit to our fulfillment center, work stoppages including as a result of events such
as longshoremen strikes, transportation and other delays in shipments including as a result of heightened security screening and inspection processes or other port-of-entry limitations or restrictions in the United States, lack of freight
availability and freight cost increases. In addition, if we experience a shortage of a popular item, we may be required to arrange for additional quantities of the item, if available, to be delivered to us through airfreight, which is significantly
more expensive than standard shipping by sea. As a result, we may not be able to obtain sufficient freight capacity on a timely basis or at favorable shipping rates and, therefore, we may not be able to timely receive merchandise from our vendors or
deliver our products to our customers.



We rely upon land-based
carriers for merchandise shipments from U.S. ports to our facility in Hebron, Kentucky and from this facility to our customers. Accordingly, we are subject to the risks, including labor disputes, union organizing activity, inclement weather and
increased fuel costs, associated with such carriers ability to provide delivery services to meet our inbound and outbound shipping needs. For example, recent increases in oil prices resulted in increases in our shipping expenses and we have
not passed all of this increase on to our customers, which has adversely affected our shipping margins. Failure to procure and deliver merchandise either to us or to our customers in a timely, effective and economically viable manner could damage
our reputation and adversely affect our business. In addition, any increase in fulfillment costs and expenses could adversely affect our future financial performance.



All of our fulfillment operations are located in our facility in Hebron, Kentucky, and any significant disruption of this centers
operations would hurt our ability to make timely delivery of our products.



We conduct all of our fulfillment operations from our facility in Hebron, Kentucky. Our fulfillment center houses all of our product inventory and is the location from which all of our products are shipped to
customers, except for those products that are shipped directly to our customers from the manufacturer. A natural disaster or other catastrophic event, such as an earthquake, fire, flood, severe storm, break-in, terrorist attack or other comparable
event would cause interruptions or delays in our business and loss of inventory and could render us unable to accept or fulfill customer orders in a timely manner, or at all. Further, we have no formal disaster recovery plan and our business
interruption insurance may not adequately compensate us for losses that may occur. In the event that a fire, natural disaster or other catastrophic event were to destroy a significant part of our Hebron, Kentucky facility or interrupt our operations
for any extended period of time, or if harsh weather conditions prevent us from delivering products in a timely manner, our net sales would be reduced and our operating results would be harmed.



Our computer and communications hardware and software systems are vulnerable to damage and
interruption, which could harm our business.



Our ability
to receive and fulfill orders successfully is critical to our success and largely depends upon the efficient and uninterrupted operation of our computer and communications hardware and software systems. Our primary computer systems and operations
are located at our corporate headquarters in San Francisco, California and distribution center in Hebron, Kentucky and are vulnerable to damage or interruption from power outages, computer and telecommunications failures, computer viruses, security
breaches, catastrophic events, and errors in usage by our employees and customers. Further, our website servers are located at the facilities of, and hosted by, a third-party service provider in Santa Clara, California. In the event that this
service provider experiences any



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interruption in its operations or ceases operations for any reason or if we are unable to agree on satisfactory terms for a continued hosting relationship,
we would be forced to enter into a relationship with another service provider or take over hosting responsibilities ourselves. In the event it became necessary to switch hosting facilities in the future, we may not be successful in finding an
alternative service provider on acceptable terms or in hosting our website servers ourselves. Any significant interruption in the availability or functionality of our website or our sales processing, distribution or communications systems, for any
reason, could seriously harm our business.



We are planning certain systems
changes that might disrupt our supply chain operations.



Our success depends on our ability to source merchandise efficiently through appropriate systems and procedures. We are in the process of substantially modifying our information technology systems supporting our product sourcing,
merchandise planning, forecasting, inventory management, product distribution and transportation and price management. Modifications will involve updating or replacing legacy systems with successor systems during the course of fiscal year 2005.
There are inherent risks associated with replacing our core systems, including supply chain disruptions that affect our ability to deliver products to our customers. We may not be able to successfully launch these new systems or launch them without
supply chain disruptions in the future. Any resulting supply chain disruptions could have a material adverse effect on our operating results.



If we are unable to provide satisfactory customer service, we could lose customers and our reputation could be harmed.



Our ability to provide satisfactory levels of customer service depends, to a
large degree, on the efficient and uninterrupted operation of our customer call center. Any material disruption or slowdown in our order processing systems resulting from labor disputes, telephone or Internet failures, power or service outages,
natural disasters or other events could make it difficult or impossible to provide adequate customer service and support. Further, we may be unable to attract and retain adequate numbers of competent customer service representatives, who are
essential in creating a favorable, interactive customer experience. In addition, e-mail and telephone call volumes in the future may exceed our present systems capacities. If this occurs, we could experience delays in taking orders, responding
to customer inquiries and addressing customer concerns, which would have an adverse effect on customer satisfaction and our reputation.



We also are dependent on third-party shipping companies for delivery of products to customers. If these companies do not deliver goods in a timely manner
or damage products in transit, our customers may be unsatisfied. Because our success depends in large part on keeping our customers satisfied, any failure to provide high levels of customer service would likely impair our reputation and have an
adverse effect on our future financial performance.



We face intense
competition and if we are unable to compete effectively, we may not be able to maintain profitability.



The specialty retail furnishings market is highly fragmented but highly competitive. We compete with other companies that market lines of merchandise
similar to ours, such as large retailers with a national or multinational presence, regional operators with niche assortments and catalog and Internet companies. Many of our competitors are larger companies with greater financial resources than us.
We expect that as demand for high quality design products grows, many new competitors will enter the market and competition from established companies will increase.



Moreover, increased competition may result in potential or actual litigation between us and our competitors relating to such
activities as competitive sales practices, relationships with key suppliers and manufacturers and other matters. As a result, increased competition may adversely affect our future financial performance.



The competitive challenges facing us include:



| |  |  | anticipating and quickly responding to changing consumer demands better than our competitors;
| | - |  | ---------------------------------------------------------------------------------------------



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| |  |  | maintaining favorable brand recognition and achieving customer perception of value;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | effectively marketing and competitively pricing our products to consumers in several diverse market segments; and
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | offering products that are distinctive in design, useful to the customer, well made and affordable, in a manner that favorably distinguishes us from our competitors.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------



The U.S. retail industry, the specialty retail
industry in particular, and the e-commerce sector are constantly evolving and have undergone significant changes over the past several years. Our ability to anticipate and successfully respond to continuing challenges is critical to our long-term
growth, and we may not be successful in anticipating and responding to changes in the retail industry and e-commerce sector.



In light of the many competitive challenges facing us, we may not be able to compete successfully. Increased competition could adversely affect our future
net sales.



We maintain a liberal merchandise return policy, which allows
customers to return most merchandise and, as a result, excessive merchandise returns could harm our business.



We maintain a liberal merchandise return policy that allows customers to return most merchandise received from us if they are dissatisfied with those
items. We make allowances for returns in our financial statements based on historical return rates. Actual merchandise returns may exceed our allowances for returns. In addition, because our allowances are based on historical return rates, the
introduction of new products, the opening of new studios, the introduction of new catalogs, increased sales online, changes in our merchandise mix or other factors may cause actual returns to exceed return allowances. Any significant increase in
merchandise returns that exceed our allowances could have a material adverse effect on our future operating results.



The loss of key personnel could have an adverse effect on our ability to execute our business strategy and on our business results.



Our success depends to a significant extent upon the efforts and abilities
of our current senior management to execute our business plan. In particular, we are dependent on the services of Wayne Badovinus, our President and Chief Executive Officer, and Robert Forbes, Jr., our founder. We do not have long-term employment
agreements with any of our key personnel. The loss of the services of Mr. Badovinus, Mr. Forbes or any of the other members of our senior management team or of other key employees could have a material adverse effect on our ability to implement our
business strategy and on our business results. Changes in our senior management and any future departures of key employees or other members of senior management may be disruptive to our business and may adversely affect our operations. Additionally,
our future performance will depend upon our ability to attract and retain qualified management, merchandising and sales personnel. If members of our existing management team are not able to manage our company or our growth, or if we are unable to
attract and hire additional qualified personnel as needed in the future, our business results will be negatively impacted.



On January 24, 2005 we announced the resignation of David Barnard, our Chief Financial Officer, which will take effect as of February 18, 2005. While we
are currently searching for a successor candidate to serve as our Chief Financial Officer, it may take us longer than anticipated to find a suitable successor or to integrate any such successor fully into our operations, either of which may
adversely affect our ability to execute our business strategy and our business results. In addition, if we are not able to find a successor Chief Financial Officer in the near future, we may not be able to file our upcoming periodic reports with the
Securities and Exchange Commission in a timely manner, which may have a negative impact on the market price of our common stock.



Our independent auditors have indicated to us that they believe there were material weaknesses in our internal controls for the fiscal year ended January 1, 2005.
Our failure to implement and maintain effective internal controls in our business could have a material adverse effect on our business, financial condition, results of operations and stock price.



In connection with the completion of its audit of, and the issuance of an
unqualified report on, our financial statements for the fiscal year ended January 1, 2005, our independent auditors, Grant Thornton LLP, delivered a



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management letter identifying deficiencies involving our internal controls that it considers to be material weaknesses pursuant to standards established by
the Public Company Accounting Oversight Board. The deficiencies noted by Grant Thornton LLP are that (1) we had not correctly recorded inventory in transit from our European vendors in our inventory, when the terms were FOB shipping point, and
(2) they identified numerous informal or undocumented internal control procedures, instances of inadequate segregation of duties, and a number of closing and adjusting entries during the course of their audit. See
Item 9AControls and Procedures.



We
intend to take steps to strengthen our internal control processes to address the matters identified by Grant Thornton LLP. These measures may not, however, completely eliminate the material weaknesses identified by our independent auditors, and we
may have additional material weaknesses or significant deficiencies in our internal controls that neither they nor our management has yet identified and which we may be unable to correct in time to meet the deadline imposed by Section 404 of the
Sarbanes-Oxley Act. The existence of one or more material weaknesses or significant deficiencies could result in errors in our financial statements, and substantial costs and resources may be required to rectify any internal control deficiencies. If
we fail to achieve and maintain the adequacy of our internal controls in accordance with applicable standards, we may be unable to conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with
Section 404. If we cannot produce reliable financial reports, our business and financial condition could be harmed, investors could lose confidence in our reported financial information, the market price of our stock could decline significantly and
we may be unable to obtain additional financing to operate and expand our business.



We have grown quickly and if we fail to manage our growth, our business will suffer.



We have rapidly and significantly expanded our operations, and anticipate that further significant expansion will be required to address potential growth
in our customer base and market opportunities. This expansion has placed, and is expected to continue to place, a significant strain on our management and operational resources. Additionally, we need to properly implement and maintain our financial
and managerial controls, reporting systems and procedures, including disclosure controls and procedures and internal controls over financial reporting. Moreover, if we are presented with appropriate opportunities, we may in the future make
investments in, or possibly acquire, assets or businesses that we believe are complementary to ours. Any such investment or acquisition may further strain our financial and managerial controls and reporting systems and procedures. These difficulties
could disrupt our business, distract our management and employees and increase our costs. If we are unable to manage growth effectively or successfully integrate any assets or businesses that we may acquire, our future financial performance would be
adversely affected.



If the protection of our trademarks and proprietary
rights is inadequate, our brand and reputation could be impaired and we could lose customers.



We regard our copyrights, service marks, trademarks, trade dress, trade secrets and similar intellectual property as critical to our success. Our
principal intellectual property rights include a registered trademark on our name, Design Within Reach, copyrights in our catalogs, rights to our domain name, www.dwr.com, and our databases and information management systems. As
such, we rely on trademark and copyright law, trade secret protection and confidentiality agreements with our employees, consultants, suppliers, and others to protect our proprietary rights. Nevertheless, the steps we take to protect our proprietary
rights may be inadequate. In addition, the relationship between regulations governing domain names and laws protecting trademarks and similar proprietary rights is unclear. Therefore, we may be unable to prevent third parties from acquiring domain
names that are similar to, infringe upon or otherwise decrease the value of our trademarks and other proprietary rights. If we are unable to protect or preserve the value of our trademarks, copyrights, trade secrets or other proprietary rights for
any reason, our brand and reputation could be impaired and we could lose customers.



We may face product liability claims or product recalls that are costly and create adverse publicity.



The products we sell may from time to time contain defects which could subject us to product liability claims and product recalls. Any such product
liability claim or product recall may result in adverse publicity regarding us and the products we sell, which may harm our reputation. If we are found liable under product liability claims, we could be required to pay substantial monetary damages.
Further, even if we successfully



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defend ourselves against this type of claim, we could be forced to spend a substantial amount of money in litigation expenses, our management could be
required to spend valuable time in the defense against these claims and our reputation could suffer, any of which could harm our business. In addition, although we maintain limited product liability insurance, if any successful product liability
claim or product recall is not covered by or exceeds our insurance coverage, our financial condition would be harmed.



The security risks of online commerce, including credit card fraud, may discourage customers from purchasing products from us online.



For our online sales channel to continue to succeed, we and our customers
must be able to transmit confidential information, including credit card information, securely over public networks. Third parties may have the technology or know-how to breach the security of customer transaction data. Any breach could cause
customers to lose confidence in the security of our website and choose not to purchase from us. Although we take the security of our systems very seriously, our security measures may not effectively prohibit others from obtaining improper access to
our information. If a person is able to circumvent our security measures, he or she could destroy or steal valuable information or disrupt our operations. Any security breach could expose us to risks of data loss, litigation and liability and could
seriously disrupt our operations and harm our reputation.



We
do not carry insurance against the risk of credit card fraud, so the failure to prevent fraudulent credit card transactions could adversely affect our operating results. In addition, we may in the future suffer losses as a result of orders placed
with fraudulent credit card data even though the associated financial institution approved payment of the orders. Under current credit card practices, we may be liable for fraudulent credit card transactions because we do not obtain a
cardholders signature when we sell our products by telephone or online. If we are unable to detect or control credit card fraud, our liability for these transactions could harm our financial condition.



Existing or future government regulation could harm our business.



We are subject to the same federal, state and local laws as other companies
conducting business online, including consumer protection laws, user privacy laws and regulations prohibiting unfair and deceptive trade practices. In particular, under federal and state financial privacy laws and regulations, we must provide notice
to our customers of our policies on sharing non-public information with third parties, must provide advance notice of any changes to our privacy policies and, with limited exceptions, must give consumers the right to prevent sharing of their
non-public personal information with unaffiliated third parties. Further, the growth of online commerce could result in more stringent consumer protection laws that impose additional compliance burdens on us. Today there are an increasing number of
laws specifically directed at the conduct of business on the Internet. Moreover, due to the increasing use of the Internet, many additional laws and regulations relating to the Internet are being debated at the state and federal levels. These laws
and regulations could cover issues such as freedom of expression, pricing, user privacy, fraud, quality of products and services, taxation, advertising, intellectual property rights and information security. Applicability of existing laws to the
Internet relating to issues such as property ownership, copyrights and other intellectual property issues, taxation, libel, obscenity and personal privacy could also harm our business. For example, U.S. and international laws regulate our ability to
use customer information and to develop, buy and sell mailing lists. Many of these laws were adopted prior to the advent of the Internet, and do not contemplate or address the unique issues raised by the Internet. The applicability and reach of
those laws that do reference the Internet, such as the Digital Millennium Copyright Act, are uncertain. The restrictions imposed by, and costs of complying with, current and possible future laws and regulations related to our business could harm our
future operating results.



Tax authorities in a number of
states, as well as a Congressional advisory commission, are currently reviewing the appropriate tax treatment of companies engaged in online commerce, and new state tax regulations may subject us to additional state sales and income taxes, which
could have an adverse effect on our cash flows and results of operations. Further, there is a possibility that we may be subject to significant fines or other payments for any past failures to comply with these requirements.



The State of California recently enacted a law that requires any company that
does business in California and possesses computerized data, in unencrypted form, containing certain personal information about California



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residents to provide prompt notice to such residents if that personal information was, or is reasonably believed to have been, obtained by an unauthorized
person such as a computer hacker. The law defines personal information as an individuals name together with one or more of that individuals social security number, drivers license number, California identification card number,
credit card number, debit card number, or bank account information, including any necessary passwords or access codes. As our customers, including California residents, generally provide information to us that is covered by this definition of
personal information in connection with their purchases via our website, our business will be affected by this new law. As a result, we will need to ensure that all computerized data containing the previously-described personal information is
sufficiently encrypted or that we have implemented appropriate measures to detect unauthorized access to our data. These measures may not be sufficient to prevent unauthorized access to the previously described personal information. In the event of
an unauthorized access, we are required to notify our California customers of any such access to the extent it involves their personal information. Such measures will likely increase the costs of doing business and, if we fail to detect and provide
prompt notice of unauthorized access as required by the new law, we could be subject to potential claims for damages and other remedies available to California residents whose information was improperly accessed or, under certain circumstances, the
State of California could seek to enjoin our online operations until appropriate corrective actions have been taken. While we intend to comply fully with this new law, we may not be successful in avoiding all potential liability or disruption of
business resulting from this law. If we were required to pay any significant amount of money in satisfaction of claims under this new law, or any similar law enacted by another jurisdiction, or if we were forced to cease our business operations for
any length of time as a result of our inability to comply fully with any such law, our operating results could be adversely affected. Further, complying with the applicable notice requirements in the event of a security breach could result in
significant costs.



In addition, because our website is
accessible over the Internet in multiple states and other countries, we may be subject to their laws and regulations or may be required to qualify to do business in those locations. Our failure to qualify in a state or country where we are required
to do so could subject us to taxes and penalties and we could be subject to legal actions and liability in those jurisdictions. The restrictions or penalties imposed by, and costs of complying with, these laws and regulations could harm our
business, operating results and financial condition. Our ability to enforce contracts and other obligations in states and countries in which we are not qualified to do business could be hampered, which could have a material adverse effect on our
business.



Laws or regulations relating to privacy and data protection may
adversely affect the growth of our online business or our marketing efforts.



We are subject to increasing regulation relating to privacy and the use of personal user information. For example, we are subject to various telemarketing laws that regulate the manner in which we may solicit future
customers. Such regulations, along with increased governmental or private enforcement, may increase the cost of growing our business. In addition, several states have proposed legislation that would limit the uses of personal, user information
gathered online or require online services to establish privacy policies. The Federal Trade Commission has adopted regulations regarding the collection and use of personal identifying information obtained from children under 13 years of age. Bills
proposed in Congress would extend online privacy protections to adults. Moreover, proposed legislation in the United States and existing laws in other countries require companies to establish procedures to notify users of privacy and security
policies, obtain consent from users for collection and use of personal information, and/or provide users with the ability to access, correct and delete personal information stored by companies. These data protection regulations and enforcement
efforts may restrict our ability to collect demographic and personal information from users, which could be costly or harm our marketing efforts. Further, any violation of privacy or data protection laws and regulations may subject us to fines,
penalties and damages and may otherwise have material adverse effect on our financial condition.



We may be subject to liability for the content that we publish.



As a publisher of catalogs and online content, we face potential liability for intellectual property infringement and other claims based on the
information and other content contained in our catalogs and website.



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In the past, parties have brought these types of claims and sometimes successfully litigated them against online services. If we incur liability for our
catalog or online content, our financial condition could be affected adversely.



We may need additional financing and may not be able to obtain additional financing on favorable terms or at all, which could increase our costs, limit our ability to grow and dilute the ownership interests of existing stockholders.



We may need to raise additional capital in the future to
open additional studios, to facilitate long-term expansion, to respond to competitive pressures or to respond to unanticipated financial requirements. We may not be able to obtain additional financing on commercially reasonable terms or at all. A
failure to obtain additional financing or an inability to obtain financing on acceptable terms could require us to incur indebtedness that has high rates of interest or substantial restrictive covenants, issue equity securities that will dilute the
ownership interests of existing stockholders, or scale back, or fail to address opportunities for expansion or enhancement of, our operations.



Our inability to obtain commercial insurance at acceptable prices might have a negative impact on our business.



During fiscal year 2003, we experienced a substantial increase in the costs
of insurance. We believe that extensive commercial insurance coverage is prudent for risk management and anticipate that our insurance costs may continue to increase substantially. However, for certain types or levels of risk (e.g., risks
associated with earthquakes or terrorist attacks), we might determine that we cannot obtain commercial insurance at acceptable prices. Therefore, we might choose to forego or limit our purchase of relevant commercial insurance, choosing instead to
self-insure one or more types or levels of risks. If we suffer a substantial loss that is not covered by commercial insurance, the loss and attendant expenses could have a material adverse effect on our operating results.



Anti-takeover provisions in our organizational documents and Delaware law make any change
in control more difficult. This could affect our stock price adversely.



Our amended and restated certificate of incorporation and bylaws contain provisions that may delay or prevent a change in control, discourage bids at a premium over the market price of our common stock and affect
adversely the market price of our common stock and the voting and other rights of the holders of our common stock. These provisions include:



| |  |  | the division of our board of directors into three classes serving staggered three-year terms;
| | - |  | ---------------------------------------------------------------------------------------------



| |  |  | prohibiting our stockholders from calling a special meeting of stockholders;
| | - |  | ----------------------------------------------------------------------------



| |  |  | our ability to issue additional shares of our common stock or preferred stock without stockholder approval;
| | - |  | -----------------------------------------------------------------------------------------------------------



| |  |  | prohibiting our stockholders from making certain changes to our amended and restated certificate of incorporation or bylaws except with two-thirds stockholder approval; and
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | advance notice requirements for raising matters of business or making nominations at stockholders meetings.
| | - |  | ------------------------------------------------------------------------------------------------------------



We are also subject to provisions of the Delaware corporation law that, in
general, prohibit any business combination with a beneficial owner of 15% or more of our common stock for five years unless the holders acquisition of our common stock was approved in advance by our board of directors.



Our costs have increased and may continue to increase as a result of being a public
company, and complying with regulations applicable to public companies may adversely affect our business.



As a public company, we have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private
company. In addition, the Sarbanes-Oxley Act of 2002, as well as new



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rules subsequently implemented by the SEC and the Nasdaq National Market, have required changes in corporate governance practices of public companies. We
expect these new rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. For example, in connection with becoming a public company, we created additional
board committees and adopted policies regarding internal controls and disclosure controls and procedures. In addition, we are in the process of evaluating our internal control structure in relation to Section 404 of the Sarbanes-Oxley Act and,
pursuant to this section, we will be required to include management and auditor reports on internal controls as part of our annual report for the year ending December 31, 2005. We will incur additional costs in, and dedicate significant resources
toward, complying with these requirements, which may divert managements attention from, and which may in turn adversely affect, our business. We also expect these new laws, rules and regulations to make it more difficult and more expensive for
us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to
attract and retain qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these new laws, rules and regulations, and we cannot predict or estimate the
amount of additional costs we may incur or the timing of such costs. The costs of compliance or our failure to comply with these laws, rules and regulations could adversely affect our reputation, financial condition, results of operation and the
price of our common stock.



Risks Relating to the Securities Markets and
Ownership of Our Common Stock



Our stock price may be volatile and
you may lose all or a part of your investment.



Our common
stock had not been publicly traded prior to our initial public offering, which was completed in July 2004, and an active trading market may not develop or be sustained. The market price of our common stock may be subject to significant fluctuations.
It is possible that in some future periods our results of operations may be below the expectations of securities analysts who may choose to follow our common stock, if any, and investors. If this occurs, our stock price may decline. Factors that
could affect our stock price include the following:



| |  |  | actual or anticipated fluctuations in our operating results;
| | - |  | ------------------------------------------------------------



| |  |  | changes in securities analysts recommendations or estimates, if any, of our financial performance;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | publication of research reports by analysts, if any;
| | - |  | ----------------------------------------------------



| |  |  | changes in market valuations of similar companies;
| | - |  | --------------------------------------------------



| |  |  | announcements by us, our competitors or other retailers;
| | - |  | --------------------------------------------------------



| |  |  | additions or departures of key personnel, including personnel changes related to the previously announced departure of our Chief Financial Officer David Barnard;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the trading volume of our common stock in the public market;
| | - |  | ------------------------------------------------------------



| |  |  | general economic conditions;
| | - |  | ----------------------------



| |  |  | financial market conditions;
| | - |  | ----------------------------



| |  |  | changes in accounting principles or policies, including the requirement to treat, with effect from the third quarter of 2005, stock option grants as an operating expense;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | acts of terrorism; and
| | - |  | ----------------------



| |  |  | war or threats of war.
| | - |  | ----------------------



In addition, the stock markets have experienced significant price and trading volume fluctuations, and the market prices of retail companies in particular
have been extremely volatile and have recently experienced sharp



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share price and trading volume changes. These broad market fluctuations may adversely affect the trading price of our common stock.



Securities analysts may not cover our common stock or may issue negative reports, and this
may have a negative impact on our common stocks market price.



Securities analysts may not cover our common stock. If securities analysts do not cover our common stock, the lack of research coverage may adversely affect our common stocks market price. The trading market for
our common stock will rely in part on the research and reports that industry or financial analysts publish about us or our business. If one or more of the analysts who cover us downgrades our common stock, our common stock price would likely decline
rapidly. If one or more of these analysts ceases coverage of our company, we could lose visibility in the market, which in turn could cause our common stock price to decline. In addition, recently-adopted rules mandated by the Sarbanes-Oxley Act,
and a global settlement reached between the SEC, other regulatory analysts and a number of investment banks in April 2003 has led to a number of fundamental changes in how analysts are reviewed and compensated. In particular, many investment banking
firms will now be required to contract with independent financial analysts for their stock research. It may be difficult for companies with smaller market capitalizations, such as our company, to attract independent financial analysts that will
cover our common stock, which could have a negative effect on the market price of our common stock.



Our directors and executive officers hold a substantial portion of our common stock, which may lead to conflicts with other stockholders over corporate transactions and other corporate matters.



Our directors and executive officers beneficially own approximately 32.6% of
our outstanding common stock, including options to purchase shares of our common stock that are exercisable within 60 days after January 1, 2005. These stockholders, acting together, may be able to influence all matters requiring stockholder
approval, including the election of directors and significant corporate transactions such as mergers or other business combinations. This control may delay, deter or prevent a third party from acquiring or merging with us, which could adversely
affect the market price of our common stock.



Future sales of our common
stock may depress our stock price.



Persons who were our
stockholders prior to the sale of shares in our initial public offering continue to hold a substantial number of shares of our common stock that they will be able to sell in the public market in the near future. Significant portions of these shares
are held by a small number of stockholders. Sales by our current stockholders of a substantial number of shares, or the expectation that such sales may occur, could significantly reduce the market price of our common stock. These sales also could
impede our ability to raise future capital.



We do not intend to pay
dividends on our common stock.



We have never declared or
paid any cash dividends on our common stock and do not intend to pay dividends on our common stock for the foreseeable future. We intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any
dividends from us on our common stock for the foreseeable future.



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Item 2. Properties



We currently
lease an approximately 59,000 square foot facility in downtown San Francisco, California for our corporate headquarters. The lease for our corporate headquarters expires on March 10, 2010. We believe that this facility will provide us with adequate
space for growth for at least the next three years.



We lease
approximately 217,000 square feet of warehouse space in Hebron, Kentucky for use as our warehouse and fulfillment center. We have a right of first refusal on an adjacent 100,000 square feet, and we expect this facility to support our distribution
capacity needs for at least the next four years. The lease expires on November 30, 2008.



As of January 1, 2005, we leased approximately 146,000 gross square feet for our 33 studios that are currently open and an aggregate of approximately 24,000 square feet for seven planned studios for which we have
signed leases. For a listing of our studios, see Item 1BusinessSales ChannelsStudios. Most of the studio leases have lease terms ranging from two to twelve years and provide for a minimum rent plus a percentage rent
based upon sales after certain minimum thresholds are achieved. These leases generally require that we pay insurance, utilities, real estate taxes and repair and maintenance expenses.



Item 3. Legal Proceedings



From
time to time, we may be involved in legal proceedings and litigation incidental to the normal conduct of our business. We are not currently involved in any material legal proceedings or litigation.



Item 4. Submission of Matters to a Vote of Security Holders



Not applicable.



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##### Table of Contents

PART II



Item 5. Market for Registrants Common Equity and Related Stockholder Matters



Market Information



Our common stock has been traded on the Nasdaq National Market since July 2, 2004 under the symbol DWRI. Prior to such time, there was no public market
for our common stock. The following table sets forth the high and low sales prices for our common stock as reported on the Nasdaq National Market for the periods indicated.



|                                       |  |      |       |     |   |      
|-------------------------------------- |  | ---- | ----- | --- | - | -----
|                                       |  | High |       | Low
|Year Ended January 1, 2005             |  |      |       |     |   |      
|Fourth Quarter                         |  | $    | 18.13 |     | $ | 13.86
|Third Quarter (beginning July 2, 2004) |  |      | 19.44 |     |   | 15.15



As of February 11,
2005, there were approximately 275 holders of record of our common stock.



Dividend Policy



We have not declared or paid
any dividends on our common stock since our inception and do not intend to pay any dividends on our common stock in the foreseeable future. We currently intend to retain our future earnings, if any, to finance our business and for general corporate
purposes. Our board of directors has the authority to declare and pay dividends on our common stock, in its discretion, as long as there are funds legally available to do so.



Recent Sales of Unregistered Securities



During the fiscal year ended January 1, 2005, we issued and sold the following unregistered securities:



We granted options to purchase 486,250 shares of our common stock to
employees, directors and consultants under our 1999 Stock Plan, as amended, at exercise prices ranging from $4.50 to $7.00 per share. Of the options granted, 486,250 remain outstanding, no shares of common stock have been purchased pursuant to
exercises of stock options and no shares have been cancelled and returned to the 1999 Stock Plan option pool, as of January 1, 2005.



The offers, sales and issuances of the options and common stock described in the paragraph above were deemed to be exempt from registration under the
Securities Act in reliance on Rule 701 in that the transactions were under compensatory benefit plans and contracts relating to compensation as provided under such rule. The recipients of such options and common stock were our employees, directors
or bona fide consultants and received the securities under our stock incentive plan. Appropriate legends were affixed to the share certificates issued in such transactions. Each of these recipients had adequate access, through employment or other
relationships, to information about us.



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Item 6. Selected Consolidated Financial Data



The Statement of Operations Data and Balance Sheet Data presented below should be read in conjunction with Item 7, Managements Discussion and Analysis of Financial Condition and Results of Operations, and the
consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The Selected Consolidated Quarterly Financial Data presented below has been derived from our unaudited consolidated interim financial statements which, in our
opinion, have been prepared on substantially the same basis as the audited consolidated financial statements contained herein and include all normal recurring adjustments necessary for a fair presentation of the financial information for the periods
presented. These unaudited quarterly results should be read in conjunction with our audited consolidated financial statements and related notes appearing elsewhere in this Form 10-K. The operating results in any quarter are not necessarily
indicative of the results that may be expected for any future period. Amounts are in thousands, except per share amounts.



|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|---------------------------------------------------------------------- |  | ----------------------------------------------- | ------ | - | ---------------- | - | ---------------- |  | ---------------- | ------ |  | -------------- | ------ | - |  | - | -------
|                                                                       |  | Fiscal Year Ended (1)                          
|                                                                       |  | December 30,2000                                |        |   | December 29,2001 |   | December 28,2002 |  | December 27,2003 |        |  | January 1,2005
|                                                                       |  | (in thousands, except share and per share data)
|Statements of Operations Data:                                         |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Net sales                                                              |  | $                                               | 23,032 |   |                  | $ | 40,299           |  | $                | 57,254 |  | $              | 81,138 |   |  | $ | 120,598
|Cost of sales                                                          |  |                                                 | 13,074 |   |                  |   | 22,291           |  |                  | 30,241 |  |                | 43,298 |   |  |   | 65,077 
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Gross margin                                                           |  |                                                 | 9,958  |   |                  |   | 18,008           |  |                  | 27,013 |  |                | 37,840 |   |  |   | 55,521 
|Selling, general and administrative expenses                           |  |                                                 | 14,190 |   |                  |   | 17,334           |  |                  | 24,028 |  |                | 33,046 |   |  |   | 45,455 
|Depreciation and amortization                                          |  |                                                 | 329    |   |                  |   | 540              |  |                  | 855    |  |                | 2,098  |   |  |   | 3,340  
|Stock based compensation                                               |  |                                                 |       |   |                  |   |                 |  |                  |       |  |                |       |   |  |   | 551    
|Facility relocation costs (2)                                          |  |                                                 |       |   |                  |   |                 |  |                  |       |  |                | 559    |   |  |   | 198    
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Earnings (loss) from operations                                        |  |                                                 | (4,561 | ) |                  |   | 134              |  |                  | 2,130  |  |                | 2,137  |   |  |   | 5,977  
|Net interest income (expense)                                          |  |                                                 | (122   | ) |                  |   | 166              |  |                  | 74     |  |                | (29    | ) |  |   | 81     
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Earnings (loss) before income taxes                                    |  |                                                 | (4,683 | ) |                  |   | 300              |  |                  | 2,204  |  |                | 2,108  |   |  |   | 6,058  
|Income tax expense (benefit) (3)                                       |  |                                                 | 1      |   |                  |   | 4                |  |                  | 1      |  |                | (852   | ) |  |   | 2,314  
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Net earnings (loss)                                                    |  |                                                 | (4,684 | ) |                  |   | 296              |  |                  | 2,203  |  |                | 2,960  |   |  |   | 3,744  
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Deemed preferred stock dividend (4)                                    |  |                                                 |       |   |                  |   |                 |  |                  |       |  |                | (1,765 | ) |  |   |       
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Net earnings (loss) available to common stockholders                   |  | $                                               | (4,684 | ) |                  | $ | 296              |  | $                | 2,203  |  | $              | 1,195  |   |  | $ | 3,744  
|                                                                       |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Net earnings (loss) per share (5):                                     |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Basic                                                                  |  | $                                               | (1.71  | ) |                  | $ | 0.10             |  | $                | 0.75   |  | $              | 0.37   |   |  | $ | 0.46   
|Diluted                                                                |  | $                                               | (0.54  | ) |                  | $ | 0.03             |  | $                | 0.21   |  | $              | 0.11   |   |  | $ | 0.29   
|Weighted average shares used to compute net earnings (loss) per share: |  |                                                 |        |   |                  |   |                  |  |                  |        |  |                |        |   |  |   |        
|Basic                                                                  |  |                                                 | 2,745  |   |                  |   | 2,833            |  |                  | 2,951  |  |                | 3,261  |   |  |   | 8,177  
|Diluted                                                                |  |                                                 | 8,681  |   |                  |   | 10,029           |  |                  | 10,663 |  |                | 11,294 |   |  |   | 13,128 



(footnotes on
following page)



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|                                |  |                  |        |   |                  |   |        |                  |  |   |                  |   |  |                |        |   |  |   |       
|------------------------------- |  | ---------------- | ------ | - | ---------------- | - | ------ | ---------------- |  | - | ---------------- | - |  | -------------- | ------ | - |  | - | ------
|                                |  | As of           
|                                |  | December 30,2000 |        |   | December 29,2001 |   |        | December 28,2002 |  |   | December 27,2003 |   |  | January 1,2005
|                                |  | (in thousands)  
|Balance Sheet Data:             |  |                  |        |   |                  |   |        |                  |  |   |                  |   |  |                |        |   |  |   |       
|Cash and cash equivalents       |  | $                | 5,687  |   |                  | $ | 4,720  |                  |  | $ | 4,587            |   |  | $              | 44     |   |  | $ | 21,141
|Working capital                 |  |                  | 5,250  |   |                  |   | 5,805  |                  |  |   | 5,111            |   |  |                | 1,646  |   |  |   | 28,882
|Total assets (6)                |  |                  | 12,833 |   |                  |   | 12,270 |                  |  |   | 18,378           |   |  |                | 25,522 |   |  |   | 74,620
|Total indebtedness              |  |                  |       |   |                  |   |       |                  |  |   |                 |   |  |                | 3,675  |   |  |   | 1,305 
|Convertible preferred stock (7) |  |                  | 12,232 |   |                  |   | 12,232 |                  |  |   | 12,232           |   |  |                | 12,084 |   |  |   |      
|Accumulated earnings (deficit)  |  |                  | (6,180 | ) |                  |   | (5,884 | )                |  |   | (3,681           | ) |  |                | (2,486 | ) |  |   | 1,258 
|Total stockholders equity      |  |                  | 6,110  |   |                  |   | 6,436  |                  |  |   | 8,752            |   |  |                | 9,838  |   |  |   | 48,002

---

|(1) | We operate on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week quarters, with an extra week added onto the
fourth quarter every five to six years. Each fiscal quarter ends on the Saturday closest to the last day of the calendar quarter. Each fiscal year presented consisted of 52 weeks, with the exception of fiscal year 2004, which consisted of 53 weeks.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Costs associated with the relocation of our fulfillment center operations from Union City, California to Hebron, Kentucky. Facility relocation costs for the fiscal year 2004 also
included costs associated with the relocation of our corporate headquarters.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | In fiscal year 2003, we recorded a net income tax benefit of $852 principally as a result of the reversal of a valuation allowance on our California state and federal net operating
loss carryforwards.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | In May 2003, we repurchased 1,961 shares of our Series B preferred stock at a price of $3.45 per share, for aggregate consideration of $6,765. The excess of the repurchase price
over the carrying value of the repurchased shares is reported as a deemed preferred stock dividend of $1,765 and subtracted from net earnings to arrive at net earnings available to common stockholders. The deemed preferred stock dividend in fiscal
year 2003 reduced basic earnings per share by $0.54 to $0.37 and diluted earnings per share by $0.15 to $0.11.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | For more information regarding the calculation of net earnings per share, see Note 1 of our financial statements included elsewhere in this prospectus.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Numbers restated to reflect inventory-in-transit as more fully described in footnote 1 to our financial statements.
|--- | -------------------------------------------------------------------------------------------------------------------

|(7) | All 5,399 outstanding shares of convertible preferred stock converted automatically into 5,399 shares of common stock upon the closing of our initial public offering in July 2004.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



The following discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results could differ materially from
those anticipated in these forward-looking statements as a result of various factors, including those set forth under the caption BusinessRisk Factors. This Managements Discussion and Analysis of Financial Condition and
Results of Operations should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Form 10-K.



Overview



Design Within Reach is an integrated multi-channel provider of distinctive modern design furnishings and accessories. We market and sell our products to
both residential and commercial customers through four integrated sales channels, consisting of our catalog, studios, website and direct sales force. We offer over 500 products in numerous categories, including chairs, tables, workspace and outdoor
furniture, lighting, floor coverings, beds and related accessories, bathroom fixtures, fans and other home and office accessories. Our policy of having products in stock and ready to ship is a departure from the approach taken by many
other modern design furnishings retailers, which we believe typically requires customers to wait weeks or months to receive their products.



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We established our business strategy on the premise that multiple, integrated sales channels improve
customer convenience, reinforce brand awareness, enhance customer knowledge of our products, and produce operational benefits that ultimately improve market penetration and returns on capital. All of our sales channels utilize a single common
inventory held at our Hebron, Kentucky fulfillment center and share centralized information technology systems, which together provide a level of scalability to facilitate our future growth. This integration further improves customer service, speeds
delivery times and provides real-time data availability.



We
have experienced significant growth in customers and net sales since our founding in 1998. We began selling products through our catalog and online in the second half of 1999, and we opened our first studio in November 2000. We generated a profit in
each fiscal quarter from the second quarter of fiscal year 2001 through the fourth quarter of fiscal year 2004. In recent years, we have continued to increase our total net sales with particular growth in sales through our studios and our website.
Our studios have increased in number from one at the end of 2001 to 33 studios operating in 14 states at the end of 2004. We expect to open 18 to 20 new studios in each of 2005 and 2006. In 2005, we anticipate opening the majority of our projected
new studios for the year during the first half of 2005. As of January 1, 2005, we had signed leases for seven additional studios that have not yet opened. We closed our Oakland, California studio during third quarter 2004, as our lease on the
property was ending and we acquired an alternative location within the same market. This is the only studio we have closed.



As one measure of the performance of our business, we analyze our total market penetration rates across all of our sales channels in the top 50
metropolitan areas in the United States by household population as identified by the U.S. Census Bureau. We calculate our market penetration rates in a particular metropolitan market area based on net sales per capita in that area. We base our
decisions on where to open new studios by categorizing markets into five tiers based on household population statistics and supporting sales data collected from our other sales channels. We plan to open the majority of our new studios in
markets in our top two tiers during 2005 and 2006. Although most of our studios have been open less than two full years, our experience indicates that studio openings significantly improve our overall market penetration rates in the markets in which
they are located even though the opening of a studio may initially have an adverse effect on sales growth in our other sales channels in the same market.



In January 2004, we moved our fulfillment operations from Union City, California to Hebron, Kentucky. The new facility, at approximately 217,000 square
feet, is nearly 100,000 square feet larger than our previous Union City facility. We have a right of first refusal on an adjacent 100,000 square feet in the new facility, and we expect this facility to support our distribution capacity needs for at
least the next three years. We support all of our sales channels through the new fulfillment center, and the vast majority of our inventory is received and distributed through it. A small portion of our merchandise is shipped directly by the
manufacturers to our customers. In February 2004, we moved our corporate headquarters from an approximately 23,000 square foot facility in Oakland, California to an approximately 59,000 square foot facility in downtown San Francisco, California. We
expect that this headquarters facility will provide us with adequate space for growth for at least the next four years. In fiscal year 2003, we incurred $559,000 in costs and $170,000 in accelerated depreciation expense on abandoned assets
associated with the relocation of our fulfillment center operations. In fiscal year 2004, we incurred approximately $172,000 in costs associated with the relocation of our fulfillment center operations and approximately $26,000 in costs associated
with the relocation of our headquarters. No further relocation costs are expected with respect to these matters.



On July 6, 2004, we completed our initial public offering of 4,715,000 shares of common stock at $12.00 per share. Of the shares offered, 3,000,000 were
sold by us and 1,715,000 were sold by selling stockholders. We raised net proceeds of $31.8 million in our initial public offering, net of underwriting discounts and offering expenses. Prior to the completion of our initial public offering, we had
funded our capital expenditures and working capital needs primarily through cash flows from operations, private sales of equity securities and borrowings under our bank credit facility, which included a $9.0 million operating line of credit and a
$2.5 million equipment line of credit.



As a public company, we
have incurred and will continue to incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002, as well as new



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rules subsequently implemented by the SEC and the Nasdaq National Market, have required changes in corporate governance practices of public companies. We
expect these new rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time-consuming and costly. We are also in the process of evaluating our internal control structure in relation
to Section 404 of the Sarbanes-Oxley Act and, pursuant to this section, we will be required to include management and auditor reports on internal controls as part of our annual report for the year ending December 31, 2005. We will incur additional
costs in, and dedicate significant resources toward, complying with these requirements, which may divert managements attention from, and which may in turn adversely affect, our business. We also expect these new laws, rules and regulations to
make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. We
are currently evaluating and monitoring developments with respect to these new laws, rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.



Basis of Presentation



Net sales consist of studio sales, phone sales, online sales, other sales and shipping and handling fees, net of returns by
customers. Studio sales consist of sales of merchandise to customers at our studios, phone sales consist of sales of merchandise through the toll-free numbers associated with our printed catalogs, online sales consist of sales of merchandise from
orders placed through our website, and other sales consist of sales made by our business development executives to commercial customers and warehouse sales. Warehouse sales consist of periodic clearance sales at our fulfillment center of product
samples and products that customers have returned. Shipping and handling fees consist of amounts we charge customers for the delivery of merchandise. Cost of sales consists of the cost of the products we sell and inbound and outbound freight costs.
Handling costs, including our fulfillment center expenses, are included in selling, general and administrative expenses.



Selling, general and administrative expenses consist of studio costs, including salaries and studio occupancy costs, costs associated with publishing our
catalogs and maintaining our website, and corporate and fulfillment center costs, including salaries and occupancy costs, among others.



We operate on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week quarters, with an
extra week added onto the fourth quarter every five to six years. Our 2002 fiscal year ended on December 28, 2002, our 2003 fiscal year ended on December 27, 2003, our 2004 fiscal year ended on January 1, 2005, and our 2005 fiscal year will end on
December 31, 2005. Each of fiscal years 2002 and 2003 consisted of 52 weeks and fiscal year 2004 consisted of 53 weeks.



Critical Accounting Policies



Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be
reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under
different assumptions or conditions. Our critical accounting policies are set forth below.



Revenue Recognition. We recognize revenue on the date on which we estimate that the product has been received by the customer, and we record any payments received prior to the estimated date of receipt of the
goods by the customer as deferred revenue until the estimated date of receipt. We use our third-party freight carrier information to estimate when delivery has occurred. Sales are recorded net of returns by customers. Significant management
judgments and estimates must be made and used in connection with determining net sales recognized in any accounting period. Our management must make estimates of potential future product



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returns related to current period revenue. We analyze historical returns, current economic trends and changes in customer demand and acceptance of our
products when evaluating the adequacy of the sales returns and other allowances in any accounting period. Although our actual returns historically have not differed materially from estimated returns, in the future, actual returns may differ
materially from our reserves. As a result, our operating results and financial condition could be affected adversely. The reserve for returns was $558,000, $442,000 and $560,000 as of January 1, 2005, December 27, 2003 and December 28, 2002,
respectively. We recognize net sales revenue for shipping and handling fees charged to customers at the time products are estimated to have been received by customers.



Shipping and Handling Costs. Shipping costs, which include inbound and outbound freight costs, are included in cost
of sales. We record costs of shipping products to customers in our cost of sales at the time products are estimated to have been received by customers. Handling costs, which include fulfillment center expenses, call center expenses, and credit card
fees, are included in selling, general and administrative expenses. Handling costs were $6.9 million, $5.1 million and $4.3 million for fiscal years 2004, 2003 and 2002, respectively. Our gross margin calculation may not be comparable to that of
other entities, which may allocate all shipping and handling costs to cost of sales, resulting in lower gross margin, or to operating expenses, resulting in higher gross margin.



Inventory. Our inventory is valued at the lower of cost or market. Cost has been determined using the first in, first
out method. We write down inventory for estimated damage equal to the difference between the cost of inventory and the estimated market value based upon assumptions about future demand and market conditions. If actual market conditions or demand for
our products are less favorable than projected by management, additional inventory write-downs may be required. Although our actual inventory write-downs historically have not differed materially from estimated inventory write downs, in the future,
actual inventory write downs may differ materially from our reserves. As a result, our operating results and financial condition could be affected adversely. As of January 1, 2005, December 27, 2003 and December 28, 2002, inventory write-downs
amounted to approximately $677,000, $754,000 and $531,000, respectively.



Stock-Based Compensation. We account for stock options granted to employees using the intrinsic value method in accordance with Accounting Principles Board Opinion No. 25, Accounting for Stock Issued
to Employees. As of December 27, 2003, we had not recognized any compensation expense for stock options in our financial statements, as all options granted up to that date have an exercise price equal to the estimated fair value of the
underlying common stock on the date of grant. During fiscal year 2004, we recognized approximately $551,000 in stock-based compensation expense, and we also recorded $2.1 million in deferred compensation. However, Statement of Financial Accounting
Standard (SFAS) No. 123, Accounting for Stock-Based Compensation, requires the disclosure of pro forma net earnings and earnings per share as if we had adopted the fair value method. Under SFAS No. 123, the fair value
of stock based awards to employees is calculated through the use of option pricing models. These models require subjective assumptions, including future stock price volatility and expected time to exercise, which affect the calculated values. Our
calculations are based on a single option valuation approach and forfeitures are recognized as they occur. With effect from the quarter commencing on July 2, 2005, we will be required to follow the fair value approach using an option-pricing model,
such as the Black-Scholes option valuation model, to value the stock options we grant. See Effect of Recent Accounting Pronouncements below.



Accounting for Income Taxes. We record an estimated valuation allowance on our deferred tax assets if it is more likely than not that they will
not be realized. Significant management judgment is required in determining our deferred tax assets and liabilities and any valuation allowance recorded against our net deferred tax assets, including judgments regarding whether or not we will
generate sufficient taxable income to realize our deferred tax assets.



Amortization of Prepaid Catalog Costs. Prepaid catalog costs consist of third-party costs, including paper, printing, postage, name acquisition and mailing costs, for all of our direct response catalogs. Such costs are capitalized as
prepaid catalog costs and are amortized over their expected period of future benefit. Such amortization is based upon the ratio of actual sales to the total of actual and estimated future sales on an individual catalog basis. The period of expected
future benefit is calculated based on our projections of when



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approximately 90% of sales generated by the catalog will be made. Based on data we have collected, we historically have estimated that catalogs have a period
of expected future benefit of two to four months. The period of expected future benefit of our catalogs would decrease if we were to publish new catalogs more frequently in each year, or increase if we published them less frequently. Prepaid catalog
costs are evaluated for realizability at the end of each reporting period by comparing the carrying amount associated with each catalog to the estimated probable remaining future net benefit associated with that catalog. If the carrying amount is in
excess of the estimated probable remaining future net benefit of the catalog, the excess is expensed in the reporting period. We account for consideration received from our vendors for co-operative advertising as a reduction of selling, general and
administrative expense. Co-operative advertising amounts received from such vendors were $489,000, $273,000 and $371,000 in fiscal years 2004, 2003 and 2002, respectively.



Derivative and Hedging Activities. Our operations are exposed to global market risks, including the effect of changes
in foreign currency exchange rates. The objective of our foreign exchange risk management program is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the underlying exposures with gains and
losses on derivatives used to hedge them. We use forwards and options contracts, which qualify as cash flow hedges to manage these risks. We have comprehensive hedge documentation that defines the hedging objectives, practices, procedures, and
accounting treatment. Our hedging program and derivative positions and strategy are reviewed on a regular basis by our management. In addition, we have entered into agreements that allow us to settle positive and negative positions with the same
counterparty on a net basis. Derivative positions are used only to manage identified exposures. Hedges that receive designated hedge accounting treatment are evaluated for effectiveness at the time they are designated as well as throughout the hedge
period. The effective portion of changes in the fair value of cash flow hedges is recorded in Other Comprehensive Income (OCI) and is recognized in cost of sales when the hedged item affects earnings. Cash flow hedges are discontinued when it is
probable that the original forecasted transaction will not occur. We have not experienced or recorded any impact to earnings associated with hedge ineffectiveness from cash flow hedges. Derivatives used to manage financial exposures for foreign
exchange risks generally mature within one year or less.



Valuation of Long-Lived Assets. Long-lived assets held and used by us are reviewed for impairment whenever events or changes in circumstances indicate the net book value may not be recoverable. An impairment loss is recognized if the
sum of the expected future cash flows from use of the asset is less than the net book value of the asset. The amount of the impairment loss will generally be measured as the difference between net book values of the assets and their estimated fair
values. We did not record any impairment charges in fiscal years 2004, 2003 or 2002.



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Results of Operations



Net Sales and Other Data. The following table sets forth information for fiscal years 2002, 2003 and 2004 about our net sales by sales channel,
total net sales, gross margin, operating expenses, earnings from operations, net interest income, income taxes and net earnings both in dollars and as a percentage of net sales.



|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|-------------------------------------------- |  | ---------------------- | ------ | ------------- | ----- | - | -------------- | - | ------ | ------------- |  | ----- | --------------- |  | - | ------------- | - |  | ----- | -
|                                             |  | FiscalYear2002         |        | % of netsales |       |   | FiscalYear2003 |   |        | % of netsales |  |       | FiscalYear 2004 |  |   | % of netsales |  
|                                             |  | (dollars in thousands) |       
|Net sales:                                   |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Studio sales                                 |  | $                      | 4,719  |               | 8.2   | % |                | $ | 24,626 |               |  | 30.4  | %               |  | $ | 52,860        |   |  | 43.8  | %
|Phone sales                                  |  |                        | 23,985 |               | 41.9  |   |                |   | 25,460 |               |  | 31.4  |                 |  |   | 25,466        |   |  | 21.1  |  
|Online sales                                 |  |                        | 18,209 |               | 31.8  |   |                |   | 18,680 |               |  | 23.0  |                 |  |   | 25,137        |   |  | 20.8  |  
|Other sales                                  |  |                        | 4,143  |               | 7.2   |   |                |   | 4,618  |               |  | 5.7   |                 |  |   | 4,967         |   |  | 4.1   |  
|Shipping and handling fees                   |  |                        | 6,198  |               | 10.8  |   |                |   | 7,754  |               |  | 9.6   |                 |  |   | 12,168        |   |  | 10.1  |  
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Total net sales                              |  |                        | 57,254 |               | 100.0 |   |                |   | 81,138 |               |  | 100.0 |                 |  |   | 120,598       |   |  | 100.0 |  
|Cost of sales                                |  |                        | 30,241 |               | 52.8  |   |                |   | 43,298 |               |  | 53.4  |                 |  |   | 65,077        |   |  | 54.0  |  
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Gross margin                                 |  |                        | 27,013 |               | 47.2  |   |                |   | 37,840 |               |  | 46.6  |                 |  |   | 55,521        |   |  | 46.0  |  
|Selling, general and administrative expenses |  |                        | 24,028 |               | 42.0  |   |                |   | 33,046 |               |  | 40.7  |                 |  |   | 45,455        |   |  | 37.7  |  
|Depreciation and amortization                |  |                        | 855    |               | 1.5   |   |                |   | 2,098  |               |  | 2.6   |                 |  |   | 3,340         |   |  | 2.8   |  
|Stock based compensation                     |  |                        |       |               |      |   |                |   |       |               |  |      |                 |  |   | 551           |   |  | 0.5   |  
|Facility relocation costs                    |  |                        |       |               |      |   |                |   | 559    |               |  | 0.7   |                 |  |   | 198           |   |  | 0.2   |  
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Earnings from operations                     |  |                        | 2,130  |               | 3.7   |   |                |   | 2,137  |               |  | 2.6   |                 |  |   | 5,977         |   |  | 5.0   |  
|Interest income                              |  |                        | 74     |               | 0.1   |   |                |   | 13     |               |  | 0.0   |                 |  |   | 178           |   |  | 0.1   |  
|Interest expense                             |  |                        |       |               |      |   |                |   | (42    | )             |  | (0.1  | )               |  |   | (97           | ) |  | (0.1  | )
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Earnings before income taxes                 |  |                        | 2,204  |               | 3.8   |   |                |   | 2,108  |               |  | 2.6   |                 |  |   | 6,058         |   |  | 5.0   |  
|Income tax expense (benefit)                 |  |                        | 1      |               | 0.0   |   |                |   | (852   | )             |  | (1.1  | )               |  |   | 2,314         |   |  | 1.9   |  
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  
|Net earnings                                 |  | $                      | 2,203  |               | 3.8   | % |                | $ | 2,960  |               |  | 3.6   | %               |  | $ | 3,744         |   |  | 3.1   | %
|                                             |  |                        |        |               |       |   |                |   |        |               |  |       |                 |  |   |               |   |  |       |  



The following table
provides information for fiscal years 2002, 2003 and 2004 about the number of studios open at the end of each fiscal period, the number of catalogs circulated during each fiscal period, the number of online sessions during each fiscal period and the
average order value during each fiscal period.



|                                               |  |                 |           |                 |   |                 |  |   |           
|---------------------------------------------- |  | --------------- | --------- | --------------- | - | --------------- |  | - | ----------
|                                               |  | Fiscal Year2002 |           | Fiscal Year2003 |   | Fiscal Year2004
|Number of studios open at end of fiscal period |  |                 | 7         |                 |   | 16              |  |   | 33        
|Number of catalogs circulated                  |  |                 | 7,934,725 |                 |   | 9,761,324       |  |   | 11,381,621
|Number of online sessions                      |  |                 | 1,725,791 |                 |   | 2,570,594       |  |   | 3,432,853 
|Average order value                            |  | $               | 762       |                 | $ | 917             |  | $ | 1,014     



Comparison of Fiscal Year 2004 to
Fiscal Year 2003



Net Sales. During fiscal year
2004, net sales increased $39.5 million, or 48.6%, to $120.6 million from $81.1 million in fiscal year 2003. Approximately $28.2 million of this increase was due to increased studio sales, which resulted primarily from our opening 18 new studios
during fiscal year 2004 and the results of a full year of operations from the nine studios opened during fiscal year 2003, as well as increased demand for our products in all categories, particularly upholstery and bedroom items, driven by increased
marketing efforts in other sales channels. Approximately $6.5 million of the increase in net sales was due to increased online sales, resulting primarily from the circulation of 16.6% more catalogs in fiscal year 2004 compared to fiscal year 2003
and additional marketing efforts through our website. Average order value increased 10.6% to $1,014 in fiscal year 2004 from $917 in fiscal year 2003. The balance of the increase in net sales was primarily due to increased sales



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generated by increased shipping and handling fees. The increase in average order value resulted primarily from the increase in studio sales as a percentage
of net sales.



Cost of Sales. Cost of sales increased
$21.8 million, or 50.3%, to $65.1 million in fiscal year 2004 from $43.3 million in fiscal year 2003. As a percentage of net sales, cost of sales increased to 54.0% in fiscal year 2004 from 53.4% in fiscal year 2003. The slight increase in cost of
sales as a percentage of net sales in fiscal year 2004 compared to fiscal year 2003 was primarily a result of the strengthening of the euro relative to the U.S. dollar, partially offset by lower product costs due to increased volumes of merchandise
that we purchased and increased sales of higher margin products. In fiscal year 2004, we generated all of our net sales in U.S. dollars, but we purchased approximately 50.9% of our product inventories from manufacturers in Europe and paid for
substantially all of these products in euros. During fiscal year 2004, the value of the U.S. dollar declined approximately 8% relative to the euro, which effectively increased the cost to us of merchandise sourced from Europe. To date, we have been
able to negotiate reduced prices from some of our European vendors to partially offset the impact of the decline of the U.S. dollar relative to the euro, and we have increased our prices on certain items we source from Europe. However, a continued
decline in the value of the U.S. dollar relative to the euro would further increase our cost of goods sold and decrease our gross margin. The dollar increase in cost of sales in fiscal year 2004 was primarily attributable to the 48.6% increase in
net sales during the same period.



Selling, General and
Administrative Expenses. Selling, general and administrative expenses increased $12.5 million, or 37.6%, to $45.5 million in fiscal year 2004 from $33.0 million in fiscal year 2003. As a percentage of net sales, selling, general and
administrative expenses decreased to 37.7% in fiscal year 2004 from 40.7% in fiscal year 2003. The decrease in these expenses as a percentage of net sales resulted from spreading catalog costs, fixed fulfillment center costs and corporate overhead
expenses over increased net sales across all of our sales channels, partially offset by increases in costs associated with our studios as the number of studios has increased. The dollar increase in these expenses resulted primarily from the expenses
associated with opening and operating new studios and mailing additional catalogs, as well as increased handling costs as our total volume of sales increased. We opened 18 new studios during fiscal year 2004, compared to nine new studios in fiscal
year 2003, and mailed 16.6% more catalogs in fiscal year 2004 than in fiscal year 2003.



Depreciation and Amortization Expenses. Depreciation and amortization expenses increased to $3.3 million in fiscal year 2004 from $2.1 million in fiscal year 2003. As a percentage of net sales, depreciation and
amortization expenses increased to 2.8% of net sales in fiscal year 2004 from 2.6% of net sales in fiscal year 2003. These expenses increased as a result of significant increases in spending on capital assets associated with our new studio openings
and improvements in our management information systems.



Stock Based Compensation. In the fiscal year 2004, we recorded approximately $551,000 in non-cash expenses associated with the issuance of (1) options to purchase 120,000 common shares with an exercise price of $4.50 per share and an
estimated fair market value of $10.00 per share granted in first quarter 2004 and (2) options to purchase 366,250 common shares with an exercise price of $7.00 per share and an estimated fair market value of $11.00 per share granted in first quarter
2004. Stock based compensation was zero in fiscal year 2003.



Facility Relocation Costs. In fiscal year 2004, we incurred $198,000 in costs associated with the relocation of our fulfillment operations from Union City, California to Hebron, Kentucky and our corporate headquarters from Oakland,
California to San Francisco, California compared to $559,000 associated with the relocation of our fulfillment operations in fiscal year 2003.



Interest Income. Interest income was $178,000 and $13,000 in fiscal years 2004 and 2003, respectively. Our interest income in fiscal years 2003 and
2004 was generated by interest paid on our cash and cash equivalents and investments.



Interest Expense. We incurred $97,000 of interest expense in fiscal year 2004 compared to $42,000 in fiscal year 2003 related to short-term borrowings under our bank credit facility for working capital
purposes.



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Income Taxes. In fiscal year 2004, we recorded a net income tax expense of $2.3 million. As of
December 27, 2003, we had $29,000 of net operating loss carryforwards for federal income tax purposes and $4.3 million of net operating loss carryforwards for California state income tax purposes. We also had approximately $131,000 of California
enterprise zone tax credits which may be impaired or limited in certain circumstances. We used all of our net operating loss carryforwards for federal and state income tax purposes during fiscal year 2004. To the extent not used, our tax credits
will begin to expire in 2007. In addition, in fiscal year 2004, because of the uncertainty regarding their realizability in future periods, we recorded a partial valuation allowance on our deferred tax assets, consisting of net enterprise zone
credit carryforwards associated with our Oakland headquarters facility.



Net Earnings. As a result of the foregoing factors, net earnings increased to $3.7 million, or 3.1% of net sales, in fiscal year 2004 from $3.0 million, or 3.6% of net sales, in fiscal year 2003. Net earnings for fiscal year 2004
included $198,000 in costs associated with the relocation of our fulfillment center and corporate headquarters and tax expense of $2.3 million. Net earnings for fiscal year 2003 included $559,000 in costs and $170,000 in accelerated depreciation
expense on abandoned assets associated with the relocation of our fulfillment center and a tax benefit of $852,000 associated with the reversal of valuation allowances on certain deferred tax assets.



Comparison of Fiscal Year 2003 to Fiscal Year 2002



Net Sales. During fiscal year 2003, net sales increased $23.9
million, or 41.7%, to $81.1 million from $57.3 million in fiscal year 2002. Approximately $19.9 million of this increase was due to increased studio sales, which resulted primarily from our opening nine new studios during fiscal year 2003 and the
results of a full year of operations from the six studios opened during fiscal year 2002, as well as increased demand for our products in all categories, particularly upholstery and bedroom items, driven by increased marketing efforts in other sales
channels. Approximately $1.9 million of the increase in net sales was due to increased phone and online sales, resulting primarily from the circulation of 23.0% more catalogs in fiscal year 2003 compared to fiscal year 2002 and additional marketing
efforts through our website. Average order value increased 20.3% to $917 in fiscal year 2003 from $762 in fiscal year 2002. The balance of the increase in net sales was primarily due to increased sales generated by our direct sales force and
increased shipping and handling fees. The increase in average order value resulted primarily from the increase in studio sales as a percentage of net sales.



Cost of Sales. Cost of sales increased $13.1 million, or 43.2%, to $43.3 million in fiscal year 2003 from $30.2 million in fiscal year 2002. As a
percentage of net sales, cost of sales increased to 53.4% in fiscal year 2003 from 52.8% in fiscal year 2002. The slight increase in cost of sales as a percentage of net sales in fiscal year 2003 compared to fiscal year 2002 was primarily a result
of a promotion in which we offered free shipping on products purchased during the period from March 1, 2003 to March 17, 2003, and the negative impact of the strengthening of the euro relative to the U.S. dollar, partially offset by lower product
costs due to increased volumes of merchandise that we purchased and increased sales of higher margin products. In fiscal year 2003, we generated all of our net sales in U.S. dollars, but we purchased approximately 52.0% of our product inventories
from manufacturers in Europe and paid for substantially all of these products in euros. During fiscal year 2003, the value of the U.S. dollar declined approximately 18.7% relative to the euro, which effectively increased the cost to us of
merchandise sourced from Europe. To date, we have been able to negotiate reduced prices from some of our European vendors to partially offset the impact of the decline of the U.S. dollar relative to the euro, and we have increased our prices on
certain items we source from Europe. However, a continued decline in the value of the U.S. dollar relative to the euro would further increase our cost of goods sold and decrease our gross margin. The dollar increase in cost of sales in fiscal year
2003 was primarily attributable to the 41.7% increase in net sales during the same period.



Selling, General and Administrative Expenses. Selling, general and administrative expenses increased $9.0 million, or 37.5%, to $33.0 million in fiscal year 2003 from $24.0 million in fiscal year 2002. As a
percentage of net sales, selling, general and administrative expenses decreased to 40.7% in fiscal year 2003 from 42.0% in



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fiscal year 2002. The decrease in these expenses as a percentage of net sales resulted from spreading catalog costs, fixed fulfillment center costs and
corporate overhead expenses over increased net sales across all of our sales channels, partially offset by increases in costs associated with our studios as the number of studios has increased. The dollar increase in these expenses resulted
primarily from the expenses associated with opening and operating new studios and mailing additional catalogs, as well as increased handling costs as our total volume of sales increased. We opened nine new studios during fiscal year 2003, compared
to six new studios in fiscal year 2002, and mailed 23.0% more catalogs in fiscal year 2003 than in fiscal year 2002.



Depreciation and Amortization Expenses. Depreciation and amortization expenses increased to $2.1 million in fiscal year 2003 from $855,000 in
fiscal year 2002. As a percentage of net sales, depreciation and amortization expenses increased to 2.6% of net sales in fiscal year 2003 from 1.5% of net sales in fiscal year 2002. These expenses increased as a result of significant increases in
spending on capital assets associated with our new studio openings and improvements in our management information systems and $170,000 in accelerated depreciation expense on abandoned assets associated with the relocation of our fulfillment center
operations from Union City, California to Hebron, Kentucky.



Facility Relocation Costs. In fiscal year 2003, we incurred $559,000 in costs associated with the relocation of our fulfillment operations from Union City, California to Hebron, Kentucky. We did not incur any relocation costs in
fiscal year 2002.



Interest Income. Interest income was
$13,000 and $74,000 in fiscal years 2003 and 2002, respectively. Our interest income in each of fiscal years 2002 and 2003 was generated by interest paid on our cash and cash equivalents.



Interest Expense. We incurred $42,000 of interest expense in fiscal year 2003 related to short-term borrowings under
our bank credit facility for working capital purposes and for capital expenditures associated with new studios. We did not have any interest expense in fiscal year 2002.



Income Taxes. In fiscal year 2003, we recorded a net income tax benefit of $852,000 principally as a result of the
reversal of a valuation allowance on our California state and federal net operating loss carryforwards. As of December 27, 2003, we had $29,000 of net operating loss carryforwards for federal income tax purposes and $4.3 million of net operating
loss carryforwards for California state income tax purposes. We also had approximately $131,000 of California enterprise zone tax credits which may be impaired or limited in certain circumstances. We used all of our net operating loss carryforwards
for federal income tax purposes during the first quarter of fiscal year 2004. We used all of our net operating loss carryforwards for California state income tax purposes by the end of fiscal year 2004. To the extent not used, our tax credits will
begin to expire in 2007. In addition, in fiscal year 2003, because of the uncertainty regarding their realizability in future periods, we recorded a partial valuation allowance on our deferred tax assets, consisting of net enterprise zone credit
carryforwards associated with our Oakland headquarters facility.



Net Earnings. As a result of the foregoing factors, net earnings increased to $3.0 million, or 3.6% of net sales, in fiscal year 2003 from $2.2 million, or 3.8% of net sales, in fiscal year 2002. Net earnings for fiscal year 2003
included $559,000 in costs and $170,000 in accelerated depreciation expense on abandoned assets associated with the relocation of our fulfillment center and a tax benefit of $852,000 associated with the reversal of valuation allowances on certain
deferred tax assets.



Liquidity and Capital Resources



On July 6, 2004, we completed our initial public offering of 4,715,000
shares of common stock at $12.00 per share. Of these shares 3,000,000 were sold by us and 1,715,000 were sold by selling stockholders. We raised net proceeds of $31.8 million in our initial public offering, net of underwriting discounts and offering
expenses. Prior to completion of the initial public offering, we had funded our operations primarily through cash flows



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from operations, private placements of equity securities and short-term borrowings under our bank credit facility. The $1.1 million outstanding under our
bank credit facility as of January 1, 2005 represents outstanding checks in excess of the cash balances in our bank accounts with Wells Fargo HSBC Trade Bank, N.A.



Discussion of Cash Flows



In fiscal year 2004, cash and cash equivalents increased by approximately $21.1 million to approximately $21.1 million from approximately $44,000 at
December 27, 2003. The primary contributors to the increase in cash and cash equivalents during this period were our initial public offering in July 2004, in which we raised net proceeds of $31.8 million, and an increase in cash provided by
operating activities of $8.6 million primarily due to growth in earnings achieved by our business, offset by $18.5 million net cash used in investing activities principally related to our opening 18 studios and the purchase of $5.6 million in
investments in available-for-sale securities during fiscal year 2004. For the fiscal year ended December 27, 2003, cash and cash equivalents decreased by $4.5 million to $44,000 at the end of fiscal year 2003 from $4.6 million at the end of fiscal
year 2002. The primary contributors to the decrease in cash and cash equivalents during fiscal year 2003 were the use of $7.4 million of cash for purchases of property and equipment and the use of $1.9 million of cash to repurchase a portion of the
outstanding shares of our Series B preferred stock, net of the issuance of additional shares of our Series B preferred stock, offset by $1.4 million of cash provided by operating activities.



Net cash provided by operating activities was $8.6 million for fiscal year
2004, compared to $1.4 million for fiscal year 2003. Net cash provided by operating activities increased during fiscal year 2004, compared to fiscal year 2003 primarily because of the growth in earnings achieved by our business and because we
invested less cash in working capital in fiscal year 2004 compared to fiscal year 2003. Net cash provided by operating activities was $1.4 million for fiscal year 2003 and $3.2 million for fiscal year 2002. Net cash provided by operating activities
decreased in fiscal year 2003 compared to fiscal year 2002 primarily because of expenditures associated with opening nine new studios, including the maintenance of increased inventory levels to support additional sales from the new studios,
partially offset by growth in net sales and gross margin.



Net
cash used in investing activities was $18.5 million for fiscal year 2004, compared to $7.4 million for fiscal year 2003. Net cash used in investing activities increased during fiscal year 2004 compared to fiscal year 2003 primarily because we opened
18 studios during fiscal year 2004 and we opened nine studios during fiscal year 2003. We also made $5.6 million in investments in available-for-sale securities during fiscal year 2004. Net cash used in investing activities was $7.4 million for
fiscal year 2003 and $3.4 million for fiscal year 2002. Net cash used in investing activities for fiscal years 2003 and 2002 was primarily attributable to expenditures for property and equipment for our studios and the implementation of new
information technology systems.



In fiscal years 2005 and 2006,
we anticipate that our investment in property and equipment will increase to between approximately $14 million and $15 million in each year, from $12.9 million in fiscal year 2004 and $7.4 million in fiscal year 2003. This increase is a result of
our planned opening of 18 to 20 new studios in each of fiscal years 2005 and 2006, the cost of which we expect to be between approximately $11 million and $12 million in each such fiscal year. Investment in property and equipment for fiscal year
2004 was $12.9 million, driven by $8.5 million related to the opening of 18 new studios, as well as our investment of approximately $4.1 million in additional information systems and technology. We plan to finance these investments in fiscal years
2005 and 2006 from cash flows from operations and the proceeds from our initial public offering.



Net cash provided by financing activities was $31.0 million for fiscal year 2004, compared to $1.5 million for fiscal year 2003. This increase was due
primarily to our initial public offering that closed on July 6, 2004. The net cash provided by financing activities during fiscal year 2003 represents increases in borrowing on our line of credit, partially offset by cash used to repurchase and
retire approximately 554,000 shares of Series B Preferred Stock. Net cash provided by financing activities was $1.5 million for fiscal year 2003 and $113,000 for fiscal year 2002. Net cash provided by financing activities during fiscal year 2002
resulted primarily from cash provided from exercises of employee stock options.



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Until required for other purposes, our cash and cash equivalents are maintained in deposit accounts or
highly liquid investments with maturities of 90 days or less at the time of purchase.



Liquidity Sources, Requirements and Contractual Cash Requirements and Commitments



Our principal sources of liquidity as of January 1, 2005 consisted of: (1) $21.1 million in cash and cash equivalents; (2) $5.6 million in investments;
(3) our bank credit facility, consisting of a $9.0 million operating line of credit, of which nothing had been drawn down and $759,000 had been used for outstanding letters of credit as of January 1, 2005; and (4) cash we expect to generate from
operations during this fiscal year. The amount available for borrowings under the bank facility as of January 1, 2005 was $6.8 million. The $1.1 million bank credit facility as of January 1, 2005 represents outstanding checks in excess of the cash
balances in our bank accounts with Wells Fargo HSBC Trade Bank, N.A.



Historically, our principal liquidity requirements have been to meet our working capital and capital expenditure needs.



We believe that our sources of cash will be sufficient to fund our operations and anticipated capital expenditures for at least the next twelve months.
Our ability to fund these requirements and comply with the financial covenants under our bank credit agreement will depend on our future operations, performance and cash flow and is subject to prevailing economic conditions and financial, business
and other factors, some of which are beyond our control. In addition, as part of our strategy, we intend to continue to expand our studio sales channel. Such expansion will require additional capital. We cannot assure you that additional funds from
available sources will be available on terms acceptable to us, or at all.



In fiscal years 2005 and 2006, we anticipate that our investment in property and equipment will increase to between approximately $14 million and $15 million in each year, from $12.9 million in fiscal year 2004 and
$7.4 million in fiscal year 2003. This increase is a result of our planned opening of 18 to 20 new studios in each of fiscal years 2005 and 2006, the cost of which we expect to be between approximately $11 million and $12 million in each such fiscal
year. Investment in property and equipment for fiscal year 2004 was $12.9 million, driven by $8.5 million related to the opening of 18 new studios, as well as our investment of approximately $4.1 million in additional information systems and
technology. We plan to finance these investments in fiscal years 2005 and 2006 from cash flows from operations and the proceeds of our initial public offering.



Contractual Obligations



The following table summarizes our future contractual obligations as of January 1, 2005:



|                            |  |                       |        |                 |   |           |  |           |        |                   |   |        |  |   |       
|--------------------------- |  | --------------------- | ------ | --------------- | - | --------- |  | --------- | ------ | ----------------- | - | ------ |  | - | ------
|                            |  | Payment due by period
|Contractual Obligations (1) |  | Total                 |        | Less than1 year |   | 1-3 years |  | 3-5 years |        | More than 5 years
|                            |  | (in thousands)       
|Operating lease obligations |  | $                     | 63,093 |                 | $ | 7,881     |  | $         | 17,001 |                   | $ | 15,591 |  | $ | 22,620
|Capital lease obligation    |  |                       | 273    |                 |   | 131       |  |           | 142    |                   |   |       |  |   |      
|                            |  |                       |        |                 |   |           |  |           |        |                   |   |        |  |   |       
|Total                       |  | $                     | 63,366 |                 | $ | 8,012     |  | $         | 17,143 |                   | $ | 15,591 |  | $ | 22,620
|                            |  |                       |        |                 |   |           |  |           |        |                   |   |        |  |   |       

---

|(1) | Operating lease obligations consist of office, studio and fulfillment center lease obligations. Capital lease obligation consists of an obligation for the lease of certain
equipment.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



In addition, our credit agreement
with Wells Fargo HSBC Trade Bank, N.A., which we amended in June 2004, provides for a $9.0 million operating line of credit. The $9.0 million operating line of credit is subject to availability guidelines that specify the amount that can be borrowed
under the facility at any given time to provide working capital and expires on July 31, 2005. Amounts borrowed under this line of credit bear interest at



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an annual rate equal to the lenders prime lending rate plus 0.25%. Amounts borrowed under our credit agreement are secured by our accounts receivable,
inventory and equipment. The credit agreement also sets forth a number of affirmative and negative covenants to which we must adhere, including financial covenants that require us to achieve positive net earnings in each quarter and limitations on
capital expenditures. We are currently in compliance with all financial covenants under our credit agreement. We have borrowed funds under these lines of credit from time to time and periodically have repaid such borrowings with available cash. As
of January 1, 2005, no borrowings were outstanding under this facility.



Related Party Transactions



For a description
of our related party transactions, see Note 13 to our financial statements.



Off-Balance Sheet Arrangements



Through
January 1, 2005, we did not have any relationships with entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating
off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not engage in trading activities involving non-exchange traded contracts. As such, we are not materially exposed to any financing, liquidity, market
or credit risk that could arise if we had engaged in these relationships. We do not have relationships or transactions with persons or entities that derive benefits from their non-independent relationship with us or our related parties.



Recent Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 123R, Share-based Payment (SFAS 123R). SFAS 123R revises SFAS 123 and supersedes APB 25. SFAS 123R applies to transactions in which an entity exchanges its
equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. Under SFAS 123R, we will be required to follow a fair value approach
using an option-pricing model, such as the Black-Scholes option valuation model, at the date of a stock option grant. The deferred compensation calculated under the fair value method would then be amortized over the respective vesting period of the
stock option. We will adopt the provisions of SFAS 123R during our 2005 fiscal year. The adoption of SFAS 123R is expected to have a material impact on our results of operations.



In December 2004, the FASB issued Statement of Financial Accounting Standards No. 151, Inventory Costs
(SFAS 151). SFAS 151 requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expenses to be recognized as current period charges. The standard is effective for fiscal years
beginning after June 15, 2005. We believe the adoption of SFAS 151 will not have a material impact on our financial statements.



Item 7A. Quantitative and Qualitative Disclosures About Market Risk



All of our sales and a portion of our expenses are denominated in U.S. dollars, and our assets and liabilities together with our cash holdings are
predominantly denominated in U.S. dollars. However, in fiscal year 2004 we obtained approximately 50.9% of our product inventories from manufacturers in Europe, and these transactions typically were denominated in currencies other than the U.S.
dollar, principally the euro. During fiscal year 2004, the value of the U.S. dollar declined approximately 8% relative to the euro, which effectively increased the cost to us of merchandise sourced from Europe. As a result of such currency
fluctuations, we have experienced and may continue to experience fluctuations in our operating results on an annual and a quarterly basis going forward. To mitigate our exchange rate risk relating to the euro, we typically purchase foreign currency
forward contracts with maturities of less than 12 months relating to invoices for supplies of merchandise after the payable amount and due date of the invoice are known. We account for these contracts by adjusting the carrying amount



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of the contract to market and recognizing any corresponding gain or loss in selling, general and administrative expenses in each reporting period. Based on
our euro-denominated purchases during fiscal year 2004, a hypothetical additional 10% weakening in the value of the dollar relative to the euro would have increased our cost of sales in fiscal year 2004 by approximately $1.9 million, and would have
decreased both our net earnings and cash flows for that year by a corresponding amount. Future hedging transactions may not successfully mitigate losses caused by currency fluctuations. In addition to the direct effect of changes in exchange rates
on cost of goods, changes in exchange rates also affect the volume of purchases or the foreign currency purchase price as vendors prices become more or less attractive. We expect to continue to experience the effect of exchange rate
fluctuations on an annual and quarterly basis, and currency fluctuations could have a material adverse impact on our results of operations.



Starting in the third quarter of fiscal year 2004, we adopted a program to hedge the potential foreign currency risk relating to the amount of our
forecasted monthly euro purchases, on a rolling twelve-month basis. The objective of our foreign exchange risk management program is to manage the financial and operational exposure arising from these risks by offsetting gains and losses on the
underlying exposures with gains and losses on derivatives used to hedge them. We have comprehensive hedge documentation that defines the hedging objectives, practices, procedures, and accounting treatment. Our hedging program and our derivative
positions and strategy are reviewed on a regular basis by our management. In addition, we have entered into agreements that allow us to settle positive and negative positions with the same counterparty on a net basis. Derivative positions are used
only to manage identified exposures.



We typically do not
attempt to reduce or eliminate our market exposures on our investment securities because the majority of our investments are short-term. The fair value of our investment portfolio or related income would not be significantly impacted by either a 100
basis point increase or decrease in interest rates due mainly to the short-term nature of our investment portfolio.



Item 8. Financial Statements and Supplementary Data



See the list of financial statements filed with this report under Item 15 below.



Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures



Not applicable.



Item 9A. Controls and Procedures



We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports pursuant to the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported
within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely
decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance
of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.



In connection with the completion of its audit of, and the issuance of an unqualified report on, our financial statements
for the year ended January 1, 2005, Grant Thornton LLP identified deficiencies in the design or operation of our internal controls that it considers to be material weaknesses in the effectiveness of our internal controls pursuant to standards
established by the Public Company Accounting Oversight Board. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected.



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In its letter to the Audit Committee, Grant Thornton LLP identified the following two material
weaknesses:



(1) During the course of its
audit, Grant Thornton LLP identified that we had not correctly recorded inventory in transit from our European vendors, when the terms were FOB shipping point. As a consequence, we restated our balance sheet for the fiscal year ended December 31,
2003 to reflect an increase in inventories and a corresponding liability in the amount of $1.7 million. Grant Thornton LLP noted that in accordance with professional standards this restatement indicates the existence of a material weakness in our
internal controls over financial reporting.



(2) During the course of its audit, Grant Thornton identified numerous informal or undocumented internal control procedures, as well as instances of inadequate segregation of duties. We also recorded a number of closing and adjusting
journal entries during the course of the audit. Grant Thornton LLP stated that the volume of these findings and adjustments constitutes significant deficiencies that aggregate to form a material weakness over financial reporting.



Grant Thornton LLP recommended that we take the following actions to address
these items:



(A) Consider allocating
additional resources to our accounting and finance department to strengthen our SEC reporting and accounting.



(B) Use cross-training to delegate certain responsibilities to other individuals already employed by our company, and to help further
delegate responsibilities to lower-level accounting staff-members.



(C) Have the individuals involved in financial reporting obtain additional training in connection with their duties so that they can keep current with U.S. generally accepted accounting principles and the new
regulatory reporting standards and requirements.



Grant
Thornton LLP stated in their letter that they understood the formalization and documentation of our internal controls over financial reporting will be undertaken in the fiscal year ending December 31, 2005 as part of our Sarbanes-Oxley Section 404
certification process.



Grant Thornton LLP has discussed the
areas of weakness described above with the Audit Committee. The Audit Committee is taking an active role in responding to the deficiencies identified by Grant Thornton LLP, including overseeing managements implementation of the remedial
measures described below.



We intend to address the matters
identified by Grant Thornton LLP as a general matter by undertaking to formalize and document internal control procedures as appropriate, hire additional accounting staff, and have our financial and accounting personnel obtain additional training in
public company reporting matters. Our response to the specific matters identified by Grant Thornton LLP is as follows. With respect to the balance sheet restatement, once the matter was identified by Grant Thornton LLP the restatement was effected,
and in-transit inventory is now accurately reflected in our financial statements.



With respect to documentation of our internal control procedures, we are developing a plan defining the scope of work necessary to appropriately document our internal control procedures as part of our Sarbanes-Oxley
Section 404 certification process. We then plan to have documentation in place by June 2005, with testing of our procedures to begin with respect to the fiscal quarter ending July 2, 2005. As a non-accelerated filer, we are required to be Section
404 compliant by December 31, 2005.



With respect to inadequate
segregation of duties, we have reviewed with Grant Thornton LLP their principal areas of concern. In November 2004, we hired a financial reporting analyst, whose responsibilities include reviewing monthly financial statements with senior management.
We plan to continue to address this matter by hiring additional employees with finance, accounting or tax expertise, which will allow us to reassign responsibilities among other accounting personnel. Specifically, we intend to hire a new tax
compliance employee during the first half of fiscal year 2005.



With respect to the closing and adjusting journal entries, we presented our financial statements for the year ended January 1, 2005 to Grant Thornton LLP prior to our having completed all appropriate closing journal entries. As such, these
entries were made in conjunction with the audit process. We intend to address this matter through additional personnel and training in public reporting matters.



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As required by SEC Rule 13a-15(b), we carried out an evaluation under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operations of our disclosure controls and procedures as of January 1, 2005. Based on the foregoing and the
advice of Grant Thornton LLP, our independent registered accounting firm, our Chief Executive Officer and Chief Financial Officer determined that the deficiencies identified by Grant Thornton LLP could cause our disclosure controls and procedures to
be not fully effective at a reasonable assurance level.



Our
Chief Executive Officer and Chief Financial Officer did not note any other material weakness or significant deficiencies in our disclosure controls and procedures during their evaluation. We continue to improve and refine our internal controls. This
process is ongoing, and will continue during the fiscal year ending December 31, 2005 as part of our Section 404 certification process.



There were no changes in our internal controls over financial reporting during the fourth quarter of fiscal year end January 1, 2005 that materially
affected, or are reasonably likely to materially affect, our internal controls over financial reporting. However, we believe the measures we currently are implementing to improve our internal controls are reasonably likely to have a material impact
on our internal controls over financial reporting in future periods.



Item 9B. Other Information



Not
applicable.



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PART III



Item 10. Directors and Executive Officers of the Registrant



The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of our Stockholders (the
Proxy Statement), which is expected to be filed not later than 120 days after the end of our fiscal year ended January 1, 2005, and is incorporated in this report by reference.



Item 11. Executive Compensation



The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.



Item 12. Security Ownership of Certain Beneficial Owners and Management



The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.



Item 13. Certain Relationships and Related Transactions



The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.



Item 14. Principal Accounting Fees and Services



The information required by this item will be set forth in the Proxy Statement and is incorporated in this report by reference.



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PART IV



Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K



(a) Documents filed as part of this report.



1. The following financial statements of Design Within Reach, Inc. and Report of Grant Thornton LLP, Independent Registered Public Accounting Firm, are
included in this report:



|                                                                                                                           |  |   
|-------------------------------------------------------------------------------------------------------------------------- |  | --
|Report of Grant Thornton LLP, Independent Registered Public Accounting Firm                                                |  | 53
|                                                                                                                           | 
|Balance Sheets as of January 1, 2005 and December 27, 2003                                                                 |  | 54
|                                                                                                                           | 
|Statements of Earnings for the years ended January 1, 2005, December 27, 2003, and December 28, 2002                       |  | 55
|                                                                                                                           | 
|Statements of Stockholders Equity (Deficit) for the years ended January 1, 2005, December 27, 2003, and December 28, 2002 |  | 56
|                                                                                                                           | 
|Statements of Cash Flows for the years ended January 1, 2005, December 27, 2003, and December 28, 2002                     |  | 57
|                                                                                                                           | 
|Notes to Financial Statements                                                                                              |  | 58



2. List of financial
statement schedules. All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.



3. List of exhibits required by Item 601 of Regulation S-K. See part (c) below.



(b) Reports on Form 8-K.The following current reports were filed on
Form 8-K for the quarter ended January 1, 2005:



Current
report on Form 8-K filed on October 28, 2004.



Current report
on Form 8-K filed on October 22, 2004.



Exhibits.The
following exhibits are filed as a part of this report:



|              |  |                                                                                                                                    
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                                                      
|              | 
|3.01(1)       |  | Amended and Restated Certificate of Incorporation                                                                                  
|              | 
|3.02(3)       |  | Amended and Restated Bylaws                                                                                                        
|              | 
|4.01(2)       |  | Form of Specimen Common Stock Certificate                                                                                          
|              | 
|4.03(1)       |  | Investors Rights Agreement, dated May 12, 2000, by and among Design Within Reach, Inc. and the investors named therein            
|              | 
|4.04(1)       |  | Amendment to Investors Rights Agreement, dated May 8, 2003, by and among Design Within Reach, Inc. and the investors named therein
|              | 
|10.01(1)      |  | Form of Indemnification Agreement entered into by Design Within Reach, Inc. and its directors and executive officers               
|              | 
|10.02(1)      |  | Sublease Agreement, dated October 23, 2003, by and between National Broadcasting Company, Inc. and Design Within Reach, Inc.       
|              | 
|10.03(1)      |  | Lease Agreement, dated October 2, 2003, by and between Dugan Financing LLC and Design Within Reach, Inc.                           
|              | 
|10.04(1)      |  | Design Within Reach, Inc. 1999 Stock Plan, amended as of October 29, 2003                                                          



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|              |  |                                                                                                                                                                               
|------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Exhibit Title                                                                                                                                                                 
|              | 
|10.05(2)      |  | Design Within Reach, Inc. 2004 Equity Incentive Award Plan                                                                                                                    
|              | 
|10.06(1)      |  | Design Within Reach, Inc. Employee Stock Purchase Plan                                                                                                                        
|              | 
|10.07(1)      |  | Credit Agreement, dated as of July 10, 2002, by and between Design Within Reach, Inc. and Wells Fargo HSBC Trade Bank, N.A.                                                   
|              | 
|10.08(1)      |  | First Amendment to Credit Agreement, dated as of July 30, 2003, by and between Design Within Reach, Inc. and Wells Fargo HSBC Trade Bank, N.A.                                
|              | 
|10.09(1)      |  | Second Amendment to Credit Agreement, dated as of November 18, 2003, by and between Design Within Reach, Inc. and Wells Fargo HSBC Trade Bank, N.A.                           
|              | 
|10.10(1)      |  | Private Label Credit Card Program Agreement, dated as of November 13, 2003, between World Financial Network National Bank and Design Within Reach, Inc.                       
|              | 
|10.11(1)      |  | Offer of Employment Letter dated February 22, 2000 between Design Within Reach, Inc. and Wayne Badovinus                                                                      
|              | 
|10.12(1)      |  | Offer of Employment Letter dated February 22, 2000 between Design Within Reach, Inc. and David Barnard                                                                        
|              | 
|10.13(2)      |  | Letter Agreement, dated February 9, 2004, by and between Design Within Reach, Inc. and JH Partners, LLC, formerly known as Jesse.Hansen&Co.                                   
|              | 
|10.14(4)      |  | Third Amendment to Credit Agreement, dated as of June 3, 2004, by and between Design Within Reach, Inc. and Wells Fargo HSBC Trade Bank, N.A.                                 
|              | 
|10.15         |  | Offer of Employment Letter dated June 1, 2004 between Design Within Reach, Inc. and Tara Poseley                                                                              
|              | 
|10.16         |  | Form of Option Agreement under Design Within Reach, Inc. 2004 Equity Incentive Award Plan                                                                                     
|              | 
|31.01         |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934                                            
|              | 
|31.02         |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934                                            
|              | 
|32*           |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

---

|(1) | Incorporated by reference to the same-numbered exhibit (except where otherwise noted) to the Registration Statement on Form S-1 (No. 333-113903) filed on March 24, 2004, as amended.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to the same-numbered exhibit (except where otherwise noted) to Amendment No. 1 to Registration Statement on Form S-1 (No. 333-113903) filed on May 17,
2004, as amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to the same-numbered exhibit (except where otherwise noted) to Amendment No. 2 to Registration Statement on Form S-1 (No. 333-113903) filed on June 1,
2004, as amended.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to the same-numbered exhibit (except where otherwise noted) to Amendment No. 3 to Registration Statement on Form S-1 (No. 333-113903) filed on June 10,
2004, as amended.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | These certifications are being furnished solely to accompany this annual report pursuant to 18 U.S.C. Section 1350, and are not being filed for purposes of Section 18 of the
Securities Exchange Act of 1934 and are not to be incorporated by reference into any filing of Design Within Reach, Inc., whether made before or after the date hereof, regardless of any general incorporation language in such filing.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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DESIGN WITHIN REACH, INC.



INDEX TO
FINANCIAL STATEMENTS



|                                                                                                                           |  |     
|-------------------------------------------------------------------------------------------------------------------------- |  | ----
|                                                                                                                           |  | Page
|Report of Grant Thornton LLP, Independent Registered Public Accounting Firm                                                |  | 53  
|Balance Sheets as of January 1, 2005 and December 27, 2003                                                                 |  | 54  
|Statements of Earnings for the years ended January 1, 2005, December 27, 2003, and December 28, 2002                       |  | 55  
|Statements of Stockholders Equity (Deficit) for the years ended January 1, 2005, December 27, 2003, and December 28, 2002 |  | 56  
|Statements of Cash Flows for the years ended January 1, 2005, December 27, 2003, and December 28, 2002                     |  | 57  
|Notes to Financial Statements                                                                                              |  | 58  



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors and Shareholders of

Design Within Reach, Inc.



We have audited the accompanying balance sheets of Design Within Reach, Inc. as of January 1, 2005 and December 27, 2003,
and the related statements of earnings, stockholders equity, and cash flows for each of the three years in the period ended January 1, 2005. These financial statements are the responsibility of the Companys management. Our responsibility
is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Design Within Reach, Inc. as of January 1, 2005 and December 27, 2003, and the results of its operations and its cash flows for each of the three years in the period ended January 1, 2005 in
conformity with accounting principles generally accepted in the United States of America.



The financial statements for fiscal 2003 and 2002 have been restated as discussed in Note 1 to the financial statements.



/s/    Grant Thornton LLP



San Francisco, CA

February 11, 2005



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Design Within Reach, Inc.



Balance Sheets

(amounts in thousands, except per share data)



|                                                                                                                |  |                  |        |   |                |   |        |  
|--------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | -------------- | - | ------ | -
|                                                                                                                |  | December 27,2003 |        |   | January 1,2005 |  
|                                                                                                                |  | (Restated)       |        |   |                |  
|ASSETS                                                                                                          |  |                  |        |   |                |   |        |  
|Current assets                                                                                                  |  |                  |        |   |                |   |        |  
|Cash and cash equivalents                                                                                       |  | $                | 44     |   |                | $ | 21,141 |  
|Investments                                                                                                     |  |                  |       |   |                |   | 3,544  |  
|Inventory on hand                                                                                               |  |                  | 11,032 |   |                |   | 13,815 |  
|Inventory-in-transit                                                                                            |  |                  | 2,072  |   |                |   | 7,049  |  
|Accounts receivable (less allowance for doubtful accounts of $96 and $36)                                       |  |                  | 620    |   |                |   | 1,344  |  
|Prepaid catalog costs                                                                                           |  |                  | 614    |   |                |   | 1,862  |  
|Deferred income taxes, net of valuation allowance                                                               |  |                  | 1,022  |   |                |   | 1,512  |  
|Other current assets                                                                                            |  |                  | 680    |   |                |   | 2,352  |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total current assets                                                                                            |  |                  | 16,084 |   |                |   | 52,619 |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Property and equipment, net                                                                                     |  |                  | 9,018  |   |                |   | 18,572 |  
|Investments, non-current                                                                                        |  |                  |       |   |                |   | 2,016  |  
|Deferred income taxes                                                                                           |  |                  | 309    |   |                |   | 887    |  
|Other non-current assets                                                                                        |  |                  | 111    |   |                |   | 526    |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total assets                                                                                                    |  | $                | 25,522 |   |                | $ | 74,620 |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                            |  |                  |        |   |                |   |        |  
|Current liabilities                                                                                             |  |                  |        |   |                |   |        |  
|Accounts payable                                                                                                |  | $                | 6,531  |   |                | $ | 14,317 |  
|Accrued expenses                                                                                                |  |                  | 2,714  |   |                |   | 4,668  |  
|Deferred revenue                                                                                                |  |                  | 687    |   |                |   | 2,014  |  
|Customer deposits and other liabilities                                                                         |  |                  | 1,091  |   |                |   | 1,573  |  
|Bank credit facility                                                                                            |  |                  | 3,325  |   |                |   | 1,053  |  
|Capital lease obligation, current portion                                                                       |  |                  | 90     |   |                |   | 112    |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total current liabilities                                                                                       |  |                  | 14,438 |   |                |   | 23,737 |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Deferred rent and lease incentives                                                                              |  |                  | 587    |   |                |   | 1,874  |  
|Capital lease obligation                                                                                        |  |                  | 260    |   |                |   | 140    |  
|Deferred income tax liabilities                                                                                 |  |                  | 399    |   |                |   | 867    |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total liabilities                                                                                               |  |                  | 15,684 |   |                |   | 26,618 |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Stockholders equity                                                                                            |  |                  |        |   |                |   |        |  
|Preferred stock Series A$1.00 par value; authorized 2,040 shares; issued and outstanding, 2,040 shares in 2003 |  |                  | 2,040  |   |                |   |       |  
|Preferred stock Series B$1.00 par value; authorized 6,000 shares; issued and outstanding, 3,359 shares in 2003 |  |                  | 10,044 |   |                |   |       |  
|Common stockno par value; authorized 13,000 shares; issued and outstanding, 3,322 shares in 2003               |  |                  | 240    |   |                |   |       |  
|Common stock$0.001 par value; authorized 30,000 shares; issued and outstanding, 12,869 shares in 2004          |  |                  |       |   |                |   | 13     |  
|Additional paid-in capital                                                                                      |  |                  |       |   |                |   | 47,823 |  
|Deferred compensation                                                                                           |  |                  |       |   |                |   | (1,574 | )
|Accumulated other comprehensive income                                                                          |  |                  |       |   |                |   | 482    |  
|Accumulated earnings (deficit)                                                                                  |  |                  | (2,486 | ) |                |   | 1,258  |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total stockholders equity                                                                                      |  |                  | 9,838  |   |                |   | 48,002 |  
|                                                                                                                |  |                  |        |   |                |   |        |  
|Total liabilities and stockholders equity                                                                      |  | $                | 25,522 |   |                | $ | 74,620 |  
|                                                                                                                |  |                  |        |   |                |   |        |  



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Design Within Reach, Inc.



Statements of Earnings

(amounts in thousands, except per share data)



|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|---------------------------------------------------------------------- |  | ----------------- | ------ | ---------------- | - | ------ | -------------- |  | - | ------- | -
|                                                                       |  | Fiscal Year Ended |       
|                                                                       |  | December 28,2002  |        | December 27,2003 |   |        | January 1,2005 | 
|Net sales                                                              |  | $                 | 57,254 |                  | $ | 81,138 |                |  | $ | 120,598 |  
|Cost of sales                                                          |  |                   | 30,241 |                  |   | 43,298 |                |  |   | 65,077  |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Gross margin                                                           |  |                   | 27,013 |                  |   | 37,840 |                |  |   | 55,521  |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Selling, general and administrative expenses                           |  |                   | 24,028 |                  |   | 33,046 |                |  |   | 45,455  |  
|Depreciation and amortization                                          |  |                   | 855    |                  |   | 2,098  |                |  |   | 3,340   |  
|Stock based compensation                                               |  |                   |       |                  |   |       |                |  |   | 551     |  
|Facility relocation costs                                              |  |                   |       |                  |   | 559    |                |  |   | 198     |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Earnings from operations                                               |  |                   | 2,130  |                  |   | 2,137  |                |  |   | 5,977   |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Interest income (expense)                                              |  |                   |        |                  |   |        |                |  |   |         |  
|Interest income                                                        |  |                   | 74     |                  |   | 13     |                |  |   | 178     |  
|Interest expense                                                       |  |                   |       |                  |   | (42    | )              |  |   | (97     | )
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Earnings before income taxes                                           |  |                   | 2,204  |                  |   | 2,108  |                |  |   | 6,058   |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Income tax expense (benefit)                                           |  |                   | 1      |                  |   | (852   | )              |  |   | 2,314   |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Net earnings                                                           |  |                   | 2,203  |                  |   | 2,960  |                |  |   | 3,744   |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Deemed preferred stock dividends                                       |  |                   |       |                  |   | (1,765 | )              |  |   |        |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Net earnings available to common stockholders                          |  | $                 | 2,203  |                  | $ | 1,195  |                |  | $ | 3,744   |  
|                                                                       |  |                   |        |                  |   |        |                |  |   |         |  
|Net earnings per share                                                 |  |                   |        |                  |   |        |                |  |   |         |  
|Basic                                                                  |  | $                 | 0.75   |                  | $ | 0.37   |                |  | $ | 0.46    |  
|Diluted                                                                |  | $                 | 0.21   |                  | $ | 0.11   |                |  | $ | 0.29    |  
|                                                                       |  |                   |       
|Weighted average shares used in calculation of net earnings per share: |  |                   |        |                  |   |        |                |  |   |         |  
|Basic                                                                  |  |                   | 2,951  |                  |   | 3,261  |                |  |   | 8,177   |  
|Diluted                                                                |  |                   | 10,663 |                  |   | 11,294 |                |  |   | 13,128  |  



55



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Design Within Reach, Inc.



Statements of Stockholders Equity

Fiscal Years Ended December 28, 2002, December 27, 2003 and January 1, 2005

(amounts in thousands)



|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|----------------------------------------------------------------------------------------- |  | ------------------------ | - |  | ------------------------ | ------ | - | ------------ | ------ | - | ------------------------ | - | ------------------------------- | ------ |  | ----------------------------------- |  | - | ---------------------------- | - |  | - | ------ |  | - | ------ | - |  | - | --- | - |  | - | ------ | - |  | - | ------ | -
|                                                                                          |  | Preferred Stock Series A |   |  | Preferred Stock Series B |        |   | Common Stock |        |   | AdditionalPaid-inCapital |   | DeferredStock basedCompensation |        |  | AccumulatedOtherComprehensiveIncome |  |   | AccumulatedEarnings(Deficit) |   |  |   |       
|                                                                                          |  | Shares                   |   |  | Amount                   |        |   | Shares       |        |   | Amount                   |   |                                 | Shares |  | Amount                              |  |   |                              |   |  |   | Total  | 
|BalanceDecember 29, 2001                                                                 |  | 2,040                    |   |  | $                        | 2,040  |   |              | 3,913  |   |                          | $ | 10,192                          |        |  | 2,870                               |  | $ | 88                           |   |  | $ |       |  | $ |       |   |  | $ |    |   |  | $ | (5,884 | ) |  | $ | 6,436  |  
|Issuance of common stock pursuant to employee stock option plan                           |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  | 349                                 |  |   | 113                          |   |  |   |       |  |   |       |   |  |   |    |   |  |   |       |   |  |   | 113    |  
|Net earnings                                                                              |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  |                                    |  |   |                             |   |  |   |       |  |   |       |   |  |   |    |   |  |   | 2,203  |   |  |   | 2,203  |  
|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|BalanceDecember 28, 2002                                                                 |  | 2,040                    |   |  |                          | 2,040  |   |              | 3,913  |   |                          |   | 10,192                          |        |  | 3,219                               |  |   | 201                          |   |  |   |       |  |   |       |   |  |   |    |   |  |   | (3,681 | ) |  |   | 8,752  |  
|Issuance of common stock pursuant to employee stock option plan                           |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  | 103                                 |  |   | 39                           |   |  |   |       |  |   |       |   |  |   |    |   |  |   |       |   |  |   | 39     |  
|Repurchase of Series B preferred stock                                                    |  |                         |   |  |                          |       |   |              | (1,961 | ) |                          |   | (5,000                          | )      |  |                                    |  |   |                             |   |  |   |       |  |   |       |   |  |   |    |   |  |   | (1,765 | ) |  |   | (6,765 | )
|Issuance of Series B preferred stock                                                      |  |                         |   |  |                          |       |   |              | 1,407  |   |                          |   | 4,852                           |        |  |                                    |  |   |                             |   |  |   |       |  |   |       |   |  |   |    |   |  |   |       |   |  |   | 4,852  |  
|Net earnings                                                                              |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  |                                    |  |   |                             |   |  |   |       |  |   |       |   |  |   |    |   |  |   | 2,960  |   |  |   | 2,960  |  
|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|BalanceDecember 27, 2003                                                                 |  | 2,040                    |   |  |                          | 2,040  |   |              | 3,359  |   |                          |   | 10,044                          |        |  | 3,322                               |  |   | 240                          |   |  |   |       |  |   |       |   |  |   |    |   |  |   | (2,486 | ) |  |   | 9,838  |  
|Issuance of common stock pursuant to 1999 employee stock option plan pre reincorporation  |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  | 106                                 |  |   | 67                           |   |  |   |       |  |   |       |   |  |   |    |   |  |   |       |   |  |   | 67     |  
|Issuance of common stock, net of offering expenses                                        |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  | 3,000                               |  |   | 3                            |   |  |   | 31,827 |  |   |        |   |  |   |     |   |  |   |        |   |  |   | 31,830 |  
|Issuance of preferred and common stock upon warrant exercise                              |  |                          |   |  |                          |        |   |              | 238    |   |                          |   | 394                             |        |  | 700                                 |  |   | 1                            |   |  |   | 1,050  |  |   |        |   |  |   |     |   |  |   |        |   |  |   | 1,445  |  
|Conversion of preferred stock to common stock                                             |  | (2,040                   | ) |  |                          | (2,040 | ) |              | (3,597 | ) |                          |   | (10,438                         | )      |  | 5,637                               |  |   | 6                            |   |  |   | 12,472 |  |   |        |   |  |   |     |   |  |   |        |   |  |   |       |  
|Deferred compensation on issuance of stock options                                        |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  |                                    |  |   |                             |   |  |   | 2,125  |  |   | (2,125 | ) |  |   |    |   |  |   |       |   |  |   |       |  
|Amortization of deferred compensation                                                     |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  |                                    |  |   |                             |   |  |   |       |  |   | 551    |   |  |   |    |   |  |   |       |   |  |   | 551    |  
|Reclassification upon reincorporation                                                     |  |                         |   |  |                          |       |   |              |       |   |                          |   |                                |        |  |                                    |  |   | (304                         | ) |  |   | 304    |  |   |       |   |  |   |    |   |  |   |       |   |  |   |       |  
|Issuance of common stock pursuant to 1999 employee stock option plan post reincorporation |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  | 104                                 |  |   |                             |   |  |   | 45     |  |   |        |   |  |   |     |   |  |   |        |   |  |   | 45     |  
|Comprehensive income (loss)                                                               |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|Net earnings                                                                              |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   | 3,744  |   |  |   | 3,744  |  
|Unrealized gain (loss) on derivatives                                                     |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   | 493 |   |  |   |        |   |  |   | 493    |  
|Unrealized gain (loss) available-for-sale securities                                      |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   | (11 | ) |  |   |        |   |  |   | (11    | )
|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|Comprehensive income (loss)                                                               |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   | 4,225  |  
|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  
|BalanceJanuary 1, 2005                                                                   |  |                         |   |  | $                        |       |   |              |       |   |                          | $ |                                |        |  | 12,869                              |  | $ | 13                           |   |  | $ | 47,823 |  | $ | (1,574 | ) |  | $ | 482 |   |  | $ | 1,258  |   |  | $ | 48,002 |  
|                                                                                          |  |                          |   |  |                          |        |   |              |        |   |                          |   |                                 |        |  |                                     |  |   |                              |   |  |   |        |  |   |        |   |  |   |     |   |  |   |        |   |  |   |        |  



56



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Design Within Reach, Inc.



Statements of Cash Flows

(amounts in thousands)



|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|----------------------------------------------------------------------------------- |  | ----------------- | ------ | - | ---------------- | - | ------ | -------------- |  | - | ------- | -
|                                                                                    |  | Fiscal Year Ended |       
|                                                                                    |  | December 28,2002  |        |   | December 27,2003 |   |        | January 1,2005 | 
|                                                                                    |  | (Restated)        |        |   | (Restated)       |   |        |                | 
|Cash flows from operating activities                                                |  |                   |        |   |                  |   |        |                |  |   |         |  
|Net earnings                                                                        |  | $                 | 2,203  |   |                  | $ | 2,960  |                |  | $ | 3,744   |  
|Adjustments to reconcile net earnings to net cash provided by operating activities: |  |                   |        |   |                  |   |        |                |  |   |         |  
|Depreciation and amortization                                                       |  |                   | 855    |   |                  |   | 2,098  |                |  |   | 3,340   |  
|Amortization of deferred compensation                                               |  |                   |        |   |                  |   |       |                |  |   | 551     |  
|Change in assets and liabilities:                                                   |  |                   |        |   |                  |   |        |                |  |   |         |  
|Accounts receivable                                                                 |  |                   | (376   | ) |                  |   | 441    |                |  |   | (724    | )
|Inventory on hand                                                                   |  |                   | (2,926 | ) |                  |   | (4,790 | )              |  |   | (2,783  | )
|Inventory-in-transit                                                                |  |                   | (135   | ) |                  |   | (269   | )              |  |   | (4,977  | )
|Prepaid catalog costs                                                               |  |                   | 24     |   |                  |   | (48    | )              |  |   | (1,248  | )
|Deferred income taxes, net of valuation allowance                                   |  |                   |       |   |                  |   | (1,331 | )              |  |   | (1,061  | )
|Other current assets                                                                |  |                   | 30     |   |                  |   | (326   | )              |  |   | (870    | )
|Other non-current assets                                                            |  |                   | (47    | ) |                  |   | 271    |                |  |   | (415    | )
|Accounts payable                                                                    |  |                   | 856    |   |                  |   | 2,056  |                |  |   | 7,786   |  
|Accrued expenses                                                                    |  |                   | 1,662  |   |                  |   | (305   | )              |  |   | 1,954   |  
|Deferred revenue                                                                    |  |                   | 512    |   |                  |   | (261   | )              |  |   | 1,327   |  
|Customer deposits and other liabilities                                             |  |                   | 389    |   |                  |   | 31     |                |  |   | 482     |  
|Deferred rent and lease incentives                                                  |  |                   | 124    |   |                  |   | 463    |                |  |   | 1,287   |  
|Deferred income tax liabilities                                                     |  |                   |       |   |                  |   | 399    |                |  |   | 159     |  
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Net cash provided by operating activities                                           |  |                   | 3,171  |   |                  |   | 1,389  |                |  |   | 8,552   |  
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Cash flows from investing activities                                                |  |                   |        |   |                  |   |        |                |  |   |         |  
|Purchases of property and equipment                                                 |  |                   | (3,417 | ) |                  |   | (7,383 | )              |  |   | (12,894 | )
|Purchases of investments                                                            |  |                   |       |   |                  |   |       |                |  |   | (5,578  | )
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Net cash used in investing activities                                               |  |                   | (3,417 | ) |                  |   | (7,383 | )              |  |   | (18,472 | )
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Cash flows from financing activities                                                |  |                   |        |   |                  |   |        |                |  |   |         |  
|Proceeds from issuance of common stock pursuant to employee stock option plan       |  |                   | 113    |   |                  |   | 39     |                |  |   | 112     |  
|Proceeds from warrant exercises                                                     |  |                   |       |   |                  |   |       |                |  |   | 1,445   |  
|Repurchase of Series B preferred stock                                              |  |                   |       |   |                  |   | (6,765 | )              |  |   |        |  
|Proceeds from issuance of Series B preferred stock                                  |  |                   |       |   |                  |   | 4,852  |                |  |   |        |  
|Proceeds from issuance of common stock, net of expenses                             |  |                   |       |   |                  |   |       |                |  |   | 31,830  |  
|Net borrowing (paydown) on bank credit facility                                     |  |                   |       |   |                  |   | 3,325  |                |  |   | (2,272  | )
|Repayments of long term obligations                                                 |  |                   |       |   |                  |   |       |                |  |   | (98     | )
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Net cash provided by financing activities                                           |  |                   | 113    |   |                  |   | 1,451  |                |  |   | 31,017  |  
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Net increase (decrease) in cash and cash equivalents                                |  |                   | (133   | ) |                  |   | (4,543 | )              |  |   | 21,097  |  
|Cash and cash equivalents at beginning of the period                                |  |                   | 4,720  |   |                  |   | 4,587  |                |  |   | 44      |  
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Cash and cash equivalents at end of the period                                      |  | $                 | 4,587  |   |                  | $ | 44     |                |  | $ | 21,141  |  
|                                                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Supplemental disclosure of cash flow information                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Cash paid during the period for:                                                    |  |                   |        |   |                  |   |        |                |  |   |         |  
|Income taxes                                                                        |  | $                 |       |   |                  | $ |       |                |  | $ | 2,077   |  
|Interest                                                                            |  | $                 |       |   |                  | $ | 42     |                |  | $ | 103     |  
|Supplemental disclosure of non-cash investing and financing activities              |  |                   |        |   |                  |   |        |                |  |   |         |  
|Capital lease obligation incurred                                                   |  | $                 |       |   |                  | $ | 350    |                |  | $ |        |  
|Change in fair value of derivatives                                                 |  | $                 |       |   |                  | $ |       |                |  | $ | 802     |  



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##### Table of Contents

Design Within Reach, Inc.



Notes
to Financial Statements

(amounts in thousands, except per share data)



Note 1Summary of Significant Accounting Policies



Design Within Reach, Inc. (the Company) was incorporated in
California in November 1998. The Company is an integrated multi-channel provider of distinctive modern design furnishings and accessories. The Company markets and sells its products to both residential and commercial customers through four sales
channels consisting of its catalog, studios, website and direct sales force. The Company sells its products directly to customers throughout the United States.



The Company operates on a 52- or 53-week fiscal year, which ends on the Saturday closest to December 31. Each fiscal year consists of four 13-week
quarters, with an extra week added onto the fourth quarter every five to six years. The Companys 2002 fiscal year ended on December 28, 2002, its 2003 fiscal year ended on December 27, 2003 and its 2004 fiscal year ended on January 1, 2005.
Each of fiscal years 2002 and 2003 consisted of 52 weeks and fiscal year 2004 consisted of 53 weeks.



Segment Reporting



The Companys business is conducted in a single operating segment. The Companys chief operating decision maker is the Chief Executive Officer
who reviews a single set of financial data that encompasses the Companys entire operations for purposes of making operating decisions and assessing performance.



Vendor Concentration



During the year ended January 1, 2005, sales of products supplied by one vendor constituted approximately 9.1% of net sales, while sales of products
supplied by the Companys top five vendors constituted approximately 30.1% of net sales.



Cash and Cash Equivalents



The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents consisted of the following at the end of fiscal years 2003 and 2004:



|                       |  |             |    |      |   |       
|---------------------- |  | ----------- | -- | ---- | - | ------
|                       |  | Fiscal Year
|                       |  | 2003        |    | 2004
|Cash and time deposits |  | $           | 33 |      | $ | 1,075 
|Short-term securities  |  |             | 11 |      |   | 20,066
|                       |  |             |    |      |   |       
|Total                  |  | $           | 44 |      | $ | 21,141
|                       |  |             |    |      |   |       



Short-term securities
(generally money market funds deposited with major financial institutions or investment grade auction rate securities) are stated at cost plus accrued interest, which approximates market value.



The Company, from time to time, maintains cash balances at financial
institutions that are in excess of the amounts insured by the Federal Deposit Insurance Corporation up to $100. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and
cash equivalents.



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



Accounts Receivable



The majority of the Companys accounts receivable consist of amounts due from major credit card companies that are
collected within five days after the customers credit card is charged and receivables due from commercial customers due within 30 days of the invoice date. The Company estimates its allowance for uncollectible receivables by considering a
number of factors, including the length of time accounts receivable are past due and the Companys previous loss history.



Inventory On Hand



Inventory consists primarily of finished goods purchased from third-party manufacturers and is carried at the lower of cost (first-in, first-out) or
market. As of December 27, 2003 and January 1, 2005, the Company had inventory of $11,032 and $13,815, respectively, net of write-downs of $754 and $677, respectively.



Inventory-in-Transit Restatement



In 2004, the Company determined that it had not correctly recorded inventory-in-transit from its European vendors in the
Companys inventory in prior periods. To correct this, the balance sheet as of December 27, 2003 has been restated to reflect an increase of $1,679 in inventory-in-transit and the related payable. The quarterly balance sheets as of March 27,
2004, June 26, 2004 and September 25, 2004 have been restated to reflect increases of $2,367, $3,614 and $2,353 in inventory-in-transit and the related payables, respectively. The restatement had no impact on previously reported net sales, earnings,
earnings per share, stockholders equity, or cash flows.



Inventory-in-transit consists primarily of finished goods purchased from third-party manufacturers and represents those goods that are in-transit from certain vendors, when terms are FOB shipping, to the Company. Inventory-in-transit also
includes those goods that are in-transit from the Company to its customers. As of December 27, 2003 and January 1, 2005, the Company had total inventory-in-transit of $2,072 and $7,049, respectively. See footnote 3 for inventory-in-transit
detail.



Estimated Fair Value of Financial
Instruments



The carrying value of cash and cash
equivalents, accounts receivable, accounts payable, and current portion of debt approximates their estimated fair values due to the short maturities of these instruments. The carrying value of long-term debt approximates its fair value based on
current rates available to the Company for similar debt.



Derivative and Hedging Activities



The Company
applies SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, for derivative instruments and requires that all derivatives be recorded at fair value on its balance sheet, including
embedded derivatives.



The Companys operations are
exposed to global market risks, including the effect of changes in foreign currency exchange rates. The objective of the Companys foreign exchange risk management program is to manage the financial and operational exposure arising from these
risks by offsetting gains and losses on the underlying exposures with gains and losses on derivatives used to hedge them. The Company uses forwards and options contracts, which qualify as cash flow hedges, to manage its exposure to foreign currency
exchange risks.



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The Company has comprehensive hedge documentation that defines the hedging objectives, practices, procedures, and accounting treatment. The Companys
hedging program and derivative positions and strategy are reviewed on a regular basis by its management. In addition, the Company has entered into agreements that allow us to settle positive and negative positions with the same counterparty on a net
basis.



Derivative positions are used only to manage identified
exposures. Hedges that receive designated hedge accounting treatment are evaluated for effectiveness at the time they are designated as well as throughout the hedge period. All of the Companys derivatives qualify for hedge accounting under
SFAS No. 133. With respect to any derivative that is deemed ineffective, the ineffective portion is reported through earnings. The effective portion of changes in the fair value of cash flow hedges is recorded in Other Comprehensive Income (OCI) and
is recognized in cost of sales when the hedged item affects earnings. We did not have any ineffectiveness during the periods reported.



Derivatives used to manage financial exposures for foreign exchange risks generally mature within one year or less. Cash flow hedges are discontinued when
it is probable that the original forecasted transaction will not occur.



Property and Equipment



Property and equipment
are stated at cost and depreciated using a straight-line method over the assets estimated useful lives. Costs of maintenance and repairs are charged to expense as incurred; significant renewals and betterments are capitalized. Estimated useful
lives are as follows:



|                                |  |                                                
|------------------------------- |  | -----------------------------------------------
|Computer equipment and software |  | 3-5 years                                      
|Office furniture and equipment  |  | 3 years                                        
|Leasehold improvements          |  | 10 years or life of lease, whichever is shorter



Asset Impairment



Long-lived assets are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. If the undiscounted future cash flows from the long-lived assets are less than the carrying value, a loss is recognized equal to the difference
between the carrying value and the fair value of the assets. Decisions to close a studio or facility also can result in accelerated depreciation over the revised useful life. When the Company closes a location that is under a long-term lease, the
Company records a charge for the fair value of the liability associated with that lease at the cease-use date. The fair value of such liability is calculated based on the remaining lease rental payments due under the lease, reduced by estimated
rental payments that could be reasonably obtained by the Company for subleasing the property to a third party. The estimate of future cash flows is based on the Companys experience, knowledge and typically third-party advice or market data.
However, these estimates can be affected by factors such as future studio profitability, real estate demand and economic conditions that can be difficult to predict.



Revenue Recognition



The Company recognizes sales and the related cost of sales at the time the products are estimated to have been received by customers. The Companys
customers may return ordered items for an exchange or refund. The Company provides an allowance based on projected product returns, taking into consideration historical experience and other factors. The returns allowance is recorded as a reduction
to net sales for the estimated retail



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



value of the projected product returns and as a reduction in cost of sales for the corresponding cost amount. Shipping and handling fees charged to the
customer are recognized at the time the products are estimated to have been received by the customer and are included in net sales. Costs of shipping products to customers are recognized at the time the products are estimated to have been received
by the customers and are included in cost of sales.



Sales of
products typically are covered by warranties provided by the manufacturer of the product sold, therefore the Company has not recorded any warranty expense or liability.



Income Taxes



Income taxes are computed using the asset and liability method under Statement of Financial Accounting Standards (SFAS) No. 109,
Accounting for Income Taxes. Deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax
rates and laws currently in effect. The Company records an estimated valuation allowance on its deferred income tax assets if it is more likely than not that these deferred income tax assets will not be realized.



Prepaid Catalog Costs



Prepaid catalog costs consist of third-party costs, including paper,
printing, postage, name acquisition and mailing costs, for all of the Companys direct response catalogs. Such costs are capitalized and are amortized over their expected period of future benefit. Each catalog is generally fully amortized
within two to four months of its initial mailing depending on circulation plans. At December 27, 2003 and January 1, 2005, the Company had prepaid catalog costs of $614 and $1,862, respectively. Other advertising costs are expensed as incurred.
Prepaid catalog costs are evaluated for realizability at each reporting period by comparing the carrying amount associated with each catalog to the estimated probable remaining future net benefit associated with that catalog. If the carrying amount
is in excess of the estimated probable remaining future net benefit of the catalog, the excess is expensed in the reporting period. Advertising expenses, including amortized catalog costs, were $8,583, $10,336 and $10,813 in 2002, 2003 and 2004,
respectively. The Company accounts for consideration received from its vendors for co-operative advertising as a reduction of selling, general and administrative expense. Co-operative advertising amounts received by the Company were $371, $273 and
$489 in fiscal years 2002, 2003 and 2004, respectively.



Deferred Rent and Lease Incentives



Several of
the Companys operating leases contain free rent periods and many contain predetermined fixed increases of the minimum rental rate during the initial lease term. For these leases, the Company recognizes rental expense on a straight-line basis
over the minimum lease term and records the difference between the amounts charged to expense and the rent paid as deferred rent.



Construction Allowance



As part of many of the Companys lease agreements, the Company receives construction allowances from landlords for tenant improvements. The
construction allowances are deferred and amortized on a straight-line basis over the life of the lease as a reduction of rent expense. Construction allowances of $3, $335 and $305 were granted in 2002, 2003 and 2004, respectively, with the
unamortized balance included in deferred rent and lease incentives.



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



Studio Pre-Opening Costs



Studio pre-opening costs are expensed as they are incurred.



Stock-Based Compensation



The Company accounts for stock based compensation arrangements in accordance with the provisions of Accounting Principles Board (APB)
Statement No. 25, Accounting for Stock Issued to Employees, and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS No. 148, Accounting for Stock-Based
Compensation-Transition and Disclosure, and related interpretations. Stock based compensation costs of $551 are reflected in net earnings for year ended January 1, 2005. No stock-based compensation cost is reflected in net earnings for the two
years ending December 27, 2003, as all options granted under the Companys stock plans had exercise prices equal to the estimated fair value of the underlying common stock on the date of grant. The Company accounts for equity instruments issued
to non-employees in accordance with the provisions of SFAS No. 123 and related interpretations. The following table illustrates the effect on net earnings if the Company had applied the fair value recognition provisions of SFAS No. 123 to
stock-based compensation.



|                                                                                                                       |  |             |       |   |      |   |        |      |  |   |       |  
|---------------------------------------------------------------------------------------------------------------------- |  | ----------- | ----- | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                                                                                                       |  | Fiscal Year |      
|                                                                                                                       |  | 2002        |       |   | 2003 |   |        | 2004 | 
|Net earningsas reported                                                                                               |  | $           | 2,203 |   |      | $ | 2,960  |      |  | $ | 3,744 |  
|Add: Total stock-based employee compensation expense included in reported net earnings (net of tax)                    |  |             |      |   |      |   |       |      |  |   | 339   |  
|Deduct: Total stock-based employee compensation expense determined under fair value method for all awards (net of tax) |  |             | (68   | ) |      |   | (88    | )    |  |   | (686  | )
|                                                                                                                       |  |             |       |   |      |   |        |      |  |   |       |  
|Pro forma net earnings                                                                                                 |  |             | 2,135 |   |      |   | 2,872  |      |  |   | 3,397 |  
|Deemed preferred stock dividend                                                                                        |  |             |      |   |      |   | (1,765 | )    |  |   |      |  
|                                                                                                                       |  |             |       |   |      |   |        |      |  |   |       |  
|Pro forma net earnings available to common stockholders                                                                |  | $           | 2,135 |   |      | $ | 1,107  |      |  | $ | 3,397 |  
|                                                                                                                       |  |             |       |   |      |   |        |      |  |   |       |  
|Basic earnings per shareas reported                                                                                   |  | $           | 0.75  |   |      | $ | 0.37   |      |  | $ | 0.46  |  
|Diluted earnings per shareas reported                                                                                 |  | $           | 0.21  |   |      | $ | 0.11   |      |  | $ | 0.29  |  
|Basic earnings per sharepro forma                                                                                     |  | $           | 0.72  |   |      | $ | 0.34   |      |  | $ | 0.42  |  
|Diluted earnings per sharepro forma                                                                                   |  | $           | 0.20  |   |      | $ | 0.10   |      |  | $ | 0.26  |  



The fair value of
option grants has been determined using the Black-Scholes option pricing model with the following weighted average assumptions:



|                         |  |             |   |  |      |   |  |      |  
|------------------------ |  | ----------- | - |  | ---- | - |  | ---- | -
|                         |  | Fiscal Year |  
|                         |  | 2002        |   |  | 2003 |   |  | 2004 |  
|Risk-free interest rate  |  | 3.0         | % |  | 4.0  | % |  | 4.0  | %
|Expected volatility      |  | 0           | % |  | 0    | % |  | 37   | %
|Expected life (in years) |  | 10          |   |  | 10   |   |  | 5    |  
|Dividend yield           |  |            |   |  |     |   |  |     |  



Earnings per Share



Basic earnings per share is calculated by dividing the
Companys net earnings available to the Companys common stockholders for the year by the number of weighted average common shares outstanding for the year.



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



In accordance with Emerging Issues Task Force Topic No. D-53, the net earnings available to the Companys common stockholders for the year ended
December 27, 2003 is stated after recognizing deemed preferred stock dividends of $1,765. The amount of the deemed preferred stock dividends represents the excess of the consideration of $6,765 paid by the Company to Reed Business Information, a
division of Reed Elsevier Inc., in connection with its repurchase from Reed Business Information of 1,961 shares of the Companys Series B Preferred Stock in May 2003, over the carrying value of those shares of $5,000. Diluted earnings per
share includes the effects of dilutive instruments, such as stock options, warrants and convertible preferred stock, and uses the average share price for the period in determining the number of incremental shares that are to be added to the weighted
average number of shares outstanding.



The following table
summarizes the incremental shares from potentially dilutive securities, calculated using the treasury stock method at the end of each fiscal period:



|                                                 |  |             |  |        |  |       
|------------------------------------------------ |  | ----------- |  | ------ |  | ------
|                                                 |  | Fiscal Year
|                                                 |  | 2002        |  | 2003   |  | 2004  
|Shares used to compute basic earnings per share  |  | 2,951       |  | 3,261  |  | 8,177 
|Add: Effect of dilutive securities               |  |             |  |        |  |       
|Preferred stock Series A                         |  | 2,040       |  | 2,040  |  | 1,012 
|Preferred stock Series B                         |  | 3,913       |  | 3,575  |  | 1,666 
|Effect of dilutive options                       |  | 798         |  | 1,457  |  | 1,797 
|Warrants                                         |  | 961         |  | 961    |  | 476   
|                                                 |  |             |  |        |  |       
|Shares used to compute diluted earning per share |  | 10,663      |  | 11,294 |  | 13,128
|                                                 |  |             |  |        |  |       



The Company has no
anti-dilutive common share equivalents to be excluded from the calculation of diluted earnings per share.



Use of Estimates



The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management of
the Company to make estimates and assumptions affecting the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as revenues and expenses during the reporting
period. The Companys significant accounting estimates include estimates of market value used in calculating the value of inventory on a lower of cost or market basis, estimates of market value used in calculating the value of stock-based
compensation, estimates of expected future cash flows used in the review for impairment of long-lived assets, estimates of the Companys ability to realize its deferred tax assets which are also used to establish whether valuation allowances
are needed on those assets, and estimates of returns used to calculate sales return reserves. Actual results could differ from those estimates and such differences could affect the results of operations reported in future periods.



Reclassifications



Certain items in the fiscal year 2003 and fiscal year 2002 financial
statements have been reclassified to conform to the fiscal year 2004 presentation.



Concentrations of Credit Risk



Financial instruments that potentially subject the Company to a concentration of credit risk consist of cash, cash equivalents, foreign currency forward contracts and accounts receivable. Cash and cash equivalents are



63



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



deposited with high credit quality financial institutions. The majority of the Companys accounts receivable consist of receivables due from major
credit card companies that are collected within five days after the customers credit card is charged and receivables due from commercial customers due within 30 days of the invoice date.



New Accounting Pronouncements



In December 2004, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting Standards No. 123R, Share-based Payment (SFAS 123R). SFAS 123R revises SFAS 123 and supersedes APB 25. SFAS 123R applies to transactions in which an entity exchanges its
equity instruments for goods or services and also applies to liabilities an entity may incur for goods or services that are based on the fair value of those equity instruments. Under SFAS 123R, the Company will be required to follow a fair value
approach using an option-pricing model, such as the Black-Scholes option valuation model, at the date of a stock option grant. The deferred compensation amount calculated under the fair value method would then be amortized over the respective
vesting period of the stock option. The Company will adopt the provisions of SFAS 123R during its 2005 fiscal year. The adoption of SFAS 123R is expected to have a material impact on the Companys results of operations.



In December 2004, the FASB issued Statement of Financial Accounting Standards
No. 151, Inventory Costs (SFAS 151). SFAS 151 requires abnormal amounts of inventory costs related to idle facility, freight handling and wasted material expenses to be recognized as current period charges. The standard is
effective for fiscal years beginning after June 15, 2005. The Company believes the adoption of SFAS 151 will not have a material impact on its financial statements.



Note 2Investments



The Company considers all highly liquid interest-earning investments with a maturity of three months or less at the date of purchase to be cash
equivalents. The Company invests its excess cash in high quality financial instruments. Those with maturities beyond one year may be classified as short-term based on their highly liquid nature and because such marketable securities represent the
investment of cash that is available for current operations. All cash and short-term investments are classified as available for sale and are recorded at fair market value using the specific identification method; unrealized gains and losses
(excluding other-than-temporary impairments) are reflected in Accumulated Other Comprehensive Income (OCI). Realized gains and losses and declines in value judged to be other than temporary, if any, on available for sale securities are
included in earnings.



Long term investments include debt
instruments with maturities of one to five years. Debt securities are classified as available for sale and are recorded at fair market using the specific identification method. Unrealized gains and losses (excluding other-than-temporary impairments)
are reflected in OCI. The following table presents the Companys available for sale securities as of January 1, 2005:



|                                 |  |                |       |            |        |                 |  |   |    |  |   |      
|-------------------------------- |  | -------------- | ----- | ---------- | ------ | --------------- |  | - | -- |  | - | -----
|                                 |  | Amortized Cost |       | Unrealized |        | Book/Fair Value
|                                 |  |                | Gains |            | Losses |                
|Tax free auction rate securities |  | $              | 2,504 |            | $      |                |  | $ | 1  |  | $ | 2,503
|Municipal bonds                  |  |                | 3,074 |            |        |                |  |   | 17 |  |   | 3,057
|                                 |  |                |       |            |        |                 |  |   |    |  |   |      
|Total                            |  | $              | 5,578 |            |        |                |  | $ | 18 |  | $ | 5,560
|                                 |  |                |       |            |        |                 |  |   |    |  |   |      



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The Company had no investments as of December 27, 2003. There were no sales or dispositions of
available-for-sale securities during fiscal year 2004 and therefore no realized gains or losses.



Note 3Inventory-in-transit



Inventory-in-transit consists primarily of finished goods purchased from third-party manufacturers and represents those goods that are in-transit from certain vendors to the Company. Inventory-in-transit also includes
those goods where title has passed to the Company that are in-transit from the Company to its customers. The following table presents the Companys inventory-in-transit at the end of each fiscal year.



|                                                                       |  |             |       |      |   |      
|---------------------------------------------------------------------- |  | ----------- | ----- | ---- | - | -----
|                                                                       |  | Fiscal Year
|                                                                       |  | 2003        |       | 2004
|Inventory-in-transit between third-party manufacturers and the Company |  | $           | 1,679 |      | $ | 5,998
|Inventory-in-transit between the Company and its customers             |  |             | 393   |      |   | 1,051
|                                                                       |  |             |       |      |   |      
|Inventory-in-transit                                                   |  | $           | 2,072 |      | $ | 7,049
|                                                                       |  |             |       |      |   |      



Note 4Property and Equipment



Property and equipment consist of the following at the
end of each fiscal year:



|                                               |  |             |        |   |      |   |        |  
|---------------------------------------------- |  | ----------- | ------ | - | ---- | - | ------ | -
|                                               |  | Fiscal Year |       
|                                               |  | 2003        |        |   | 2004 |  
|Computer equipment and software                |  | $           | 6,354  |   |      | $ | 8,695  |  
|Office furniture and equipment                 |  |             | 1,233  |   |      |   | 2,180  |  
|Leasehold improvements                         |  |             | 4,833  |   |      |   | 11,537 |  
|                                               |  |             |        |   |      |   |        |  
|                                               |  |             | 12,420 |   |      |   | 22,412 |  
|Less accumulated depreciation and amortization |  |             | (3,856 | ) |      |   | (6,863 | )
|                                               |  |             |        |   |      |   |        |  
|Construction-in-progress                       |  |             | 454    |   |      |   | 3,023  |  
|                                               |  |             |        |   |      |   |        |  
|Total                                          |  | $           | 9,018  |   |      | $ | 18,572 |  
|                                               |  |             |        |   |      |   |        |  



Construction-in-progress as of January 1, 2005 consists of leasehold improvements of $681 to studios under construction and $2,342 of external development of enterprise solution software. Construction-in-progress as of December 27, 2003
consists of equipment under capital lease of $350 and leasehold improvements of $104 to studios under construction.



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##### Table of Contents

Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



Note 5Income Taxes



The provision for income taxes consists of the following for each of the fiscal years:



|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|-------------------------------- |  | ----------- | ---- | - | ---- | - | ------ | ---- |  | - | ----- | -
|                                 |  | Fiscal Year |     
|                                 |  | 2002        |      |   | 2003 |   |        | 2004 | 
|Current                          |  |             |      |   |      |   |        |      |  |   |       |  
|Federal                          |  | $           |     |   |      | $ |       |      |  | $ | 2,349 |  
|State                            |  |             | 1    |   |      |   | 80     |      |  |   | 565   |  
|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|Total current                    |  |             | 1    |   |      |   | 80     |      |  |   | 2,914 |  
|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|Deferred                         |  |             |      |   |      |   |        |      |  |   |       |  
|Federal                          |  |             | 751  |   |      |   | 775    |      |  |   | (630  | )
|State                            |  |             | (302 | ) |      |   | 44     |      |  |   | 75    |  
|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|Total deferred                   |  |             | 449  |   |      |   | 819    |      |  |   | (555  | )
|Change in valuation allowance    |  |             | (449 | ) |      |   | (1,751 | )    |  |   | (45   | )
|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|Net deferred                     |  |             |     |   |      |   | (932   | )    |  |   | (600  | )
|                                 |  |             |      |   |      |   |        |      |  |   |       |  
|Net income tax expense (benefit) |  | $           | 1    |   |      | $ | (852   | )    |  | $ | 2,314 |  
|                                 |  |             |      |   |      |   |        |      |  |   |       |  



A reconciliation of
the statutory federal income tax rate with the Companys effective income tax rate is as follows:



|                                                      |  |       |    |  |       |    |  |      |   
|----------------------------------------------------- |  | ----- | -- |  | ----- | -- |  | ---- | --
|Statutory federal rate                                |  | 34.0  | %  |  | 34.0  | %  |  | 34.0 | % 
|State income taxes, net of federal income tax benefit |  | 5.8   | %  |  | 5.8   | %  |  | 6.2  | % 
|Change in valuation allowance                         |  | (20.4 | )% |  | (83.0 | )% |  | (0.7 | )%
|Enterprise zone credit and other                      |  | (19.4 | )% |  | 2.8   | %  |  | (1.3 | )%
|                                                      |  |       |    |  |       |    |  |      |   
|Effective tax rate                                    |  | 0.0   | %  |  | (40.4 | )% |  | 38.2 | % 
|                                                      |  |       |    |  |       |    |  |      |   



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



Deferred income taxes reflect the impact of temporary differences between amounts of assets and
liabilities for financial reporting purposes and such amounts as measured by tax laws. Temporary differences and carryforwards, which give rise to deferred tax assets and liabilities, are as follows at the end of each fiscal year:



|                                                     |  |             |       |   |      |   |       |  
|---------------------------------------------------- |  | ----------- | ----- | - | ---- | - | ----- | -
|                                                     |  | Fiscal Year |      
|                                                     |  | 2003        |       |   | 2004 |  
|Deferred tax assets:                                 |  |             |       |   |      |   |       |  
|Net operating loss carryforwards                     |  | $           | 264   |   |      | $ |      |  
|Credit carryforward                                  |  |             | 131   |   |      |   | 86    |  
|Accruals and reserves                                |  |             | 601   |   |      |   | 694   |  
|Deferred gross margin                                |  |             | 129   |   |      |   | 374   |  
|Deferred rent and lease incentives                   |  |             | 234   |   |      |   | 746   |  
|Other                                                |  |             | 103   |   |      |   | 585   |  
|                                                     |  |             |       |   |      |   |       |  
|Total deferred tax assets                            |  |             | 1,462 |   |      |   | 2,485 |  
|                                                     |  |             |       |   |      |   |       |  
|Deferred tax liabilities:                            |  |             |       |   |      |   |       |  
|Property and equipment basis differences             |  |             | 399   |   |      |   | 867   |  
|                                                     |  |             |       |   |      |   |       |  
|Net deferred tax assets prior to valuation allowance |  | $           | 1,063 |   |      | $ | 1,618 |  
|Valuation allowance                                  |  |             | (131  | ) |      |   | (86   | )
|                                                     |  |             |       |   |      |   |       |  
|Net deferred tax assets                              |  | $           | 932   |   |      | $ | 1,532 |  
|                                                     |  |             |       |   |      |   |       |  



The Company had net
operating loss carryforwards of approximately $29 and $4,342 at December 27, 2003 for Federal and California state income taxes, respectively. All of these net operating loss carryforwards were used to reduce taxable income during fiscal year 2004.



Note 6Bank Credit Facility



During July 2002, the Company entered into an approximately one-year secured
revolving line of credit with Wells Fargo HSBC Trade Bank. The Company amended this agreement for the third time on June 3, 2004. This facility provides an overall credit line of $11,500, comprised of a $9,000 operating line of credit for working
capital and standby letters of credit and a $2,500 equipment line of credit for capital expenditure needs. Amounts borrowed under the credit agreement are secured by the Companys accounts receivable, inventory and equipment. The Companys
permitted annual capital expenditures are limited under the credit agreement. The credit agreement also sets forth a number of affirmative and negative covenants to which the Company must adhere, including financial covenants that require us to
achieve positive net earnings in each quarter and limitations on capital expenditures. As of January 1, 2005, the Company was in compliance with all covenants.



The Companys maximum borrowing under the operating line of credit may not exceed the lesser of (a) $9,000 or (b) the total of (i) 75% of the
Companys eligible trade accounts receivable, plus (ii) 50% of the adjusted value of independently appraised acceptable inventory. This line of credit expires in July 2005. The interest rate for the operating line of credit during the term of
the facility is based on the lenders prime rate plus 0.25%. As of January 1, 2005, the interest rate for the operating line of credit was 5.50%. As of January 1, 2005, no borrowings and $759 of stand-by letters of credit were outstanding and
approximately $6,758 was available to be drawn. The maximum amount of borrowings outstanding during fiscal year 2003 and 2004 were $3,676 and $3,485, respectively.



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The Companys maximum borrowing under the equipment line of credit may not exceed $2,500. The
interest rate for the equipment line of credit during the term of the facility is based on the lenders prime rate plus 0.50%. During July 2004, the Company repaid all borrowings under the operating line of credit and the equipment line of
credit. Per the amended agreement, the balance of the equipment line as of July 31, 2004 converted to a term loan. The balance of the equipment line on July 31, 2004 was zero, and therefore expired.



Included in the bank credit facility amount outstanding on the balance sheet
of $3,325 and $1,053, as of December 27, 2003 and January 1, 2005, is $1,368 and $1,053 representing outstanding checks in excess of the cash balances in the Companys bank accounts with the Bank.



Total interest expense during fiscal year 2003 and 2004 was $42 and $97,
respectively. There were no borrowings during fiscal year 2002 and therefore no interest expense for that year.



Note 7Other Comprehensive Income (OCI) Activity



The following table summarizes activity in OCI during each of the fiscal years:



|                                                                                     |  |             |   |      |   |      |  |   |     |  
|------------------------------------------------------------------------------------ |  | ----------- | - | ---- | - | ---- |  | - | --- | -
|                                                                                     |  | Fiscal Year |  
|                                                                                     |  | 2002        |   | 2003 |   | 2004 | 
|Beginning of year:                                                                   |  | $           |  |      | $ |     |  | $ |    |  
|Increase (decrease) in fair value of derivatives (net of tax of $308)                |  |             |  |      |   |     |  |   | 493 |  
|Increase (decrease) in fair vale of available for sale securities (net of tax of $7) |  |             |  |      |   |     |  |   | (11 | )
|                                                                                     |  |             |   |      |   |      |  |   |     |  
|Net unrealized gain (loss) included in accumulated OCI                               |  | $           |  |      | $ |     |  | $ | 482 |  
|                                                                                     |  |             |   |      |   |      |  |   |     |  



Note 8Initial Public Offering



On June 29, 2004, the Companys registration
statement on Form S-1 was declared effective for the Companys initial public offering, pursuant to which the Company sold 3,000 shares of common stock at $12 per share. The Companys common stock commenced trading on June 30, 2004. The
Companys initial public offering closed on July 6, 2004, and net offering proceeds of approximately $33,480 (after underwriters discounts of $2,520) were received the same day. The net proceeds available to the Company amounted to
$31,830 after it incurred additional related offering expenses of approximately $1,648 through December 2004.



On June 30, 2004, all of the Companys outstanding preferred stock was automatically converted into approximately 5,399 shares of common stock. Each
share of Series A and B preferred stock outstanding was converted into common stock on a one-for-one exchange ratio of common for preferred.



Note 9Preferred Stock



The Company had two classes of preferred stock as of December 27, 2003: Series A Preferred Stock and Series B Preferred Stock. Each share of preferred
stock was converted into one share of common stock during July of 2004.



The Company repurchased 1,961 shares of Series B Preferred Stock from Reed Business Information, a division of Reed Elsevier Inc., during May 2003 at $3.45 per share for total of $6,765. These shares were originally issued during May 2000
at $2.55 per share. The Company simultaneously issued 1,407 shares of Series



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



B Preferred Stock during May 2003 at $3.45 per share for total consideration of $4,852. The balance of 554 shares of Series B Preferred Stock was retired
during May 2003. For the purpose of calculating earnings per share, the $1,765 excess of the fair value of the consideration transferred to the holder of the Series B Preferred Stock over the carrying value of $5,000 of that stock has been reported
as a deemed preferred stock dividend and subtracted from the Companys net earnings of $2,960, to arrive at the Companys net earnings available to common stockholders of $1,195. The deemed preferred stock dividend reduced the
Companys basic earnings per share by $0.54 to $0.37 and diluted earnings per share by $0.15 to $0.11.



Note 10Warrants



In October 1998, the Company issued warrants to purchase 700 shares of the Companys common stock exercisable at $1.50 per share in relation to an advising agreement with a major stockholder. The fair value of these warrants at the
time of issuance was zero. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: underlying common stock price of $0.25, expected life of 10 years, interest rate of 6%, volatility
of 0% and no dividend yield. Each warrant contained provisions for the adjustment of its exercise price and the number of shares issuable upon its exercise upon the occurrence of any stock dividend, reorganization, reclassification, consolidation,
merger, sale or stock split. These warrants had net exercise provisions under which the holder could, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the
Companys common stock at the time of exercise of the warrant after deduction of the aggregate exercise price. These warrants were exercised in full on June 29, 2004 in cash, resulting in the issuance of 700 shares of the Companys common
stock.



In December 1999, the Company issued warrants to
purchase an aggregate of 261 shares of the Companys Series B Preferred Stock exercisable at $2.55 per share in relation to bridge loans made in December 1999. The fair value of these warrants at the time of issuance was $295 and was recognized
as interest expense in fiscal year 2000. The fair value of the warrants was determined using the Black-Scholes option pricing model with the following assumptions: underlying Series B Preferred stock price of $2.55, expected life of 10 years,
interest rate of 6%, volatility of 0% and no dividend yield. Each warrant contained provisions for the adjustment of its exercise price and the number of shares issuable upon its exercise upon the occurrence of any stock dividend or stock split.
These warrants had net exercise provisions under which the holder could, in lieu of payment of the exercise price in cash, surrender the warrant and receive a net amount of shares based on the fair market value of the Companys common stock at
the time of exercise of the warrant after deduction of the aggregate exercise price. A portion of these warrants were exercised on June 29, 2004 in part in cash, resulting in the issuance of 154 shares of the Companys Series B Preferred Stock,
and in part on a net exercise basis resulting in the issuance of 19 shares of the Companys Series B Preferred Stock. The remaining warrants were automatically exercised pursuant to their cashless exercise provisions immediately prior to the
closing of the Companys initial public offering of common stock, resulting in the issuance of 66 shares of the Companys Series B Preferred Stock.



Note 11Stock Option Plans



The Design Within Reach, Inc. 1999 Stock Plan (the 1999 Plan) allows for the issuance of incentive stock options and nonstatutory stock
options to purchase shares of the Companys common stock. The Board of Directors most recently amended the 1999 Plan in October 2003, and the Companys stockholders approved the Plan, as amended, in November 2003. The Company has reserved
a total of 3,100 shares for issuance under the 1999 Plan, including 500 shares approved for grant during 2003.



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The Design Within Reach, Inc. 2004 Equity Incentive Award Plan (the 2004 Plan and
together with the 1999 Plan, the Plans) allows for the issuance of incentive stock options and nonstatutory stock options to purchase shares of the Companys common stock. The 2004 Plan was registered with the SEC and became
effective during July 2004. The Company has reserved a total of 500 shares for issuance under the 2004 Plan.



A total of 671 shares remained available for grant under both Plans at January 1, 2005. Shares subject to cancelled options are returned to their
respective Plan and are available to be reissued. Under the Plans, incentive stock options may be granted only to employees, and nonstatutory stock options may be granted to employees, outside directors and consultants. Options granted under the
Plans are for periods not to exceed ten years, and must be issued at prices not less than 100% of the fair market value for incentive stock options and not less than 85% of fair market value for nonstatutory options. Stock options granted to
stockholders who own greater than 10% of the outstanding stock must be issued at prices not less than 110% of the fair market value of the stock on the date of grant. Options granted under the Plans generally vest within three to four years. The
Plans allow certain options to be exercised prior to the time such options are vested. All unvested shares are subject to repurchase at the exercise price paid for such shares, at the option of the Company.



During the quarter ended March 27, 2004, the Company granted compensatory
options to employees and directors. A total of 486 options were granted and the Company recorded deferred compensation of $2,125 and recognized expense during the fiscal year ended January 1, 2005 of $551. The deferred compensation is being
amortized over 3 to 4 years from the date of grant, as applicable.



Option activity under the Plan is as follows for each of the fiscal years:



|                               |  |                     |   |  |                                |     
|------------------------------ |  | ------------------- | - |  | ------------------------------ | ----
|                               |  | Options Outstanding |   |  | Weighted AverageExercise Price
|Balance, December 29, 2001     |  | 1,541               |   |  | $                              | 0.49
|Options granted                |  | 837                 |   |  | $                              | 0.63
|Options exercised              |  | (351                | ) |  | $                              | 0.32
|Options canceled               |  | (84                 | ) |  | $                              | 0.56
|                               |  |                     |   |  |                                |     
|Balance, December 28, 2002     |  | 1,943               |   |  | $                              | 0.50
|Options granted                |  | 141                 |   |  | $                              | 2.75
|Options exercised              |  | (103                | ) |  | $                              | 0.37
|Options canceled               |  | (79                 | ) |  | $                              | 0.60
|                               |  |                     |   |  |                                |     
|Balance, December 27, 2003     |  | 1,902               |   |  | $                              | 0.67
|                               |  |                     |   |  |                                |     
|Options granted                |  | 783                 |   |  | $                              | 9.94
|Options exercised              |  | (210                | ) |  | $                              | 0.52
|Options canceled               |  | (97                 | ) |  | $                              | 1.52
|                               |  |                     |   |  |                                |     
|Balance, January 1, 2005       |  | 2,378               |   |  | $                              | 3.70
|                               |  |                     |   |  |                                |     
|Exercisable, December 28, 2002 |  | 612                 |   |  | $                              | 0.43
|Exercisable, December 27, 2003 |  | 1,032               |   |  | $                              | 0.50
|Exercisable, January 1, 2005   |  | 1,343               |   |  | $                              | 0.89



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The following table summarizes information about stock options outstanding at January 1, 2005:



|                    |  |                     |  |                                         |  |                              |       |                                     |       |                              |   |      
|------------------- |  | ------------------- |  | --------------------------------------- |  | ---------------------------- | ----- | ----------------------------------- | ----- | ---------------------------- | - | -----
|Options Outstanding |  | Options Exercisable
|Exercise Prices     |  | NumberofShares      |  | WeightedAverageRemainingLife (in years) |  | WeightedAverageExercisePrice |       | NumberExercisable at January 1,2005 |       | WeightedAverageExercisePrice
|$  0.25             |  | 478                 |  | 4.9                                     |  | $                            | 0.25  |                                     | 478   |                              | $ | 0.25 
|$  0.60             |  | 980                 |  | 6.9                                     |  | $                            | 0.60  |                                     | 730   |                              | $ | 0.60 
|$  2.00             |  | 15                  |  | 7.9                                     |  | $                            | 2.00  |                                     | 8     |                              | $ | 2.00 
|$  2.75             |  | 126                 |  | 8.5                                     |  | $                            | 2.75  |                                     | 48    |                              | $ | 2.75 
|$  4.50             |  | 120                 |  | 9.0                                     |  | $                            | 4.50  |                                     | 28    |                              | $ | 4.50 
|$  7.00             |  | 365                 |  | 9.2                                     |  | $                            | 7.00  |                                     | 52    |                              | $ | 7.00 
|$14.95              |  | 143                 |  | 9.8                                     |  | $                            | 14.95 |                                     |      |                              | $ | 14.95
|$16.50              |  | 151                 |  | 9.5                                     |  | $                            | 16.50 |                                     |      |                              | $ | 16.50
|                    |  |                     |  |                                         |  |                              |       |                                     |       |                              |   |      
|$0.25 to $16.50     |  | 2,378               |  | 7.4                                     |  | $                            | 3.70  |                                     | 1,343 |                              | $ | 0.89 
|                    |  |                     |  |                                         |  |                              |       |                                     |       |                              |   |      



The weighted average
fair value of options granted during the year ending January 1, 2005 was $12.65.



Note 12Commitments



The Company leases
office space, studios and fulfillment center space under operating leases. The Company also has equipment under a capital lease. Future minimum lease payments as of January 1, 2005 are as follows:



|                                          |  |               |      |   |                  |   |       
|----------------------------------------- |  | ------------- | ---- | - | ---------------- | - | ------
|Year Ending December                      |  | Capital Lease |      |   | Operating Leases
|2005                                      |  | $             | 131  |   |                  | $ | 7,881 
|2006                                      |  |               | 131  |   |                  |   | 8,460 
|2007                                      |  |               | 11   |   |                  |   | 8,541 
|2008                                      |  |               |     |   |                  |   | 8,269 
|2009                                      |  |               |     |   |                  |   | 7,322 
|Thereafter                                |  |               |     |   |                  |   | 22,620
|                                          |  |               |      |   |                  |   |       
|Minimum lease commitments                 |  | $             | 273  |   |                  | $ | 63,093
|                                          |  |               |      |   |                  |   |       
|Less: Interest                            |  |               | (21  | ) |                  |   |       
|                                          |  |               |      |   |                  |   |       
|Present value of capital lease obligation |  | $             | 252  |   |                  |   |       
|Less current portion                      |  |               | (112 | ) |                  |   |       
|                                          |  |               |      |   |                  |   |       
|Long-term portion                         |  | $             | 140  |   |                  |   |       
|                                          |  |               |      |   |                  |   |       



Rent expense,
consisting of fixed minimum amounts and/or contingent rent based on a percentage of sales exceeding a stipulated amount, was $1,605, $3,215 and $6,233 for 2002, 2003 and 2004, respectively.



The Company accounts for step rent provisions, escalation clauses, capital
improvements funding and other lease concessions on a straight-line basis over the minimum term of the lease.



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



Note 13Related Party Transactions



The Company rents studio space from an affiliate of a significant stockholder of the Company and of the Chairman of the
Companys Board of Directors on a monthly basis. Rent expense related to this space for the year ended December 28, 2002, December 27, 2003 and January 1, 2005 was $101 for each of the three years. The Company received consulting services from
the same affiliate on a monthly basis. Consulting expense related to these services was $90, $90 and $60 for 2002, 2003 and 2004, respectively.



In May 2003, the Company made a $100 loan to NapaStyle, Inc., which was repaid to the Company in full by the end of fiscal year 2003. In connection with
this loan, NapaStyle, Inc. issued the Company a warrant to purchase 67 shares of NapaStyle, Inc. Series B preferred stock at an exercise price of $0.01 per share. The warrant expires on May 21, 2008. The Company has not ascribed a fair market value
to these warrants for financial statement purposes. During 2004, the Company guaranteed certain payments for NapaStyle, Inc. in order to obtain attractive print pricing for the Companys catalogs. No obligations were outstanding at the end of
2004 and the Company no longer guarantees payments for NapaStyle, Inc. The Companys Chairman and Chief Executive Officer are members of the board of directors of NapaStyle, Inc., and some of the Companys significant stockholders also are
stockholders of NapaStyle, Inc.



Note 14Benefit Plans



The Company has a 401(k) savings plan. Employees may contribute up to 15%
of their earnings to the plan. Company contributions to the plan are discretionary. The Company did not contribute to the plan in fiscal years 2002, 2003 or 2004.



During July of 2004, the Company filed a registration statement on Form S-8 with the SEC to register shares related to the
Design Within Reach, Inc. Employee Stock Purchase Plan (the ESPP). The ESPP allows employees to purchase Company common stock at a 15% discount to market price through payroll deductions. The ESPP operates through a series of concurrent
twelve-month offering periods. Except for the first offering period, these offering periods generally start on the first trading day on or after May 1st and November 1st of each year and end, respectively, on the last trading day of the next October
and April. The Company registered 500 shares of Common Stock available for future grants under the ESPP.



Note 15Facility Relocation Costs



During fiscal year 2003, the Company incurred $729 in costs associated with the relocation of its fulfillment center operations from Union City, California to Hebron, Kentucky. These costs consisted of freight costs
to transport inventory ($182), severance costs for certain fulfillment center employees ($71), relocation costs for certain fulfillment center employees ($42), outside service costs ($110), lease cancellation costs ($110), accelerated depreciation
on abandoned assets ($170) and other miscellaneous costs ($44). All costs ($729) except accelerated depreciation ($170) are included in facility relocation costs ($559). The accelerated depreciation is included in depreciation expense. During fiscal
year 2004, the Company completed the relocation of its fulfillment center at a cost of $172.



The Company signed a lease during the fourth quarter of 2003 for approximately sixty thousand square feet of office space and relocated its Oakland, California headquarters to San Francisco, California in March of
2004. Rental payments under this lease commenced on June 1, 2004. During fiscal year 2004, the Company incurred approximately $26 in connection with the relocation of its headquarters.



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Design Within Reach, Inc.



Notes to Financial Statements(Continued)

(amounts in thousands, except per share data)



The beginning and ending liability balances related to the facility relocation costs, provisions and
payments for fiscal year 2004 are included in the table below.



|                             |  |                |      |   |           |   |     |                    |  |   |                 |   |  |                    |     |   |       |   |      |       |  |   |     |   |  |   |      |  
|---------------------------- |  | -------------- | ---- | - | --------- | - | --- | ------------------ |  | - | --------------- | - |  | ------------------ | --- | - | ----- | - | ---- | ----- |  | - | --- | - |  | - | ---- | -
|                             |  | Transportation |      |   | Severance |   |     | EmployeeRelocation |  |   | OutsideServices |   |  | LeaseCancellations |     |   | Other |   |      | Total | 
|Balance at December 28, 2002 |  | $              |     |   |           | $ |    |                    |  | $ |                |   |  | $                  |    |   |       | $ |     |       |  | $ |    |   |  | $ |     |  
|Provisions                   |  |                | 182  |   |           |   | 71  |                    |  |   | 42              |   |  |                    | 110 |   |       |   | 110  |       |  |   | 44  |   |  |   | 559  |  
|Payments                     |  |                | (152 | ) |           |   |    |                    |  |   | (42             | ) |  |                    | (90 | ) |       |   |     |       |  |   | (44 | ) |  |   | (328 | )
|                             |  |                |      |   |           |   |     |                    |  |   |                 |   |  |                    |     |   |       |   |      |       |  |   |     |   |  |   |      |  
|Balance at December 27, 2003 |  |                | 30   |   |           |   | 71  |                    |  |   |                |   |  |                    | 20  |   |       |   | 110  |       |  |   |    |   |  |   | 231  |  
|Provisions/(adjustments)     |  |                | 146  |   |           |   | (40 | )                  |  |   | 32              |   |  |                    | 52  |   |       |   |     |       |  |   | 8   |   |  |   | 198  |  
|Payments                     |  |                | (176 | ) |           |   | (31 | )                  |  |   | (32             | ) |  |                    | (72 | ) |       |   | (110 | )     |  |   | (8  | ) |  |   | (429 | )
|                             |  |                |      |   |           |   |     |                    |  |   |                 |   |  |                    |     |   |       |   |      |       |  |   |     |   |  |   |      |  
|Balance at January 1, 2005   |  | $              |     |   |           | $ |    |                    |  | $ |                |   |  | $                  |    |   |       | $ |     |       |  | $ |    |   |  | $ |     |  
|                             |  |                |      |   |           |   |     |                    |  |   |                 |   |  |                    |     |   |       |   |      |       |  |   |     |   |  |   |      |  



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SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) 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.



DESIGN WITHIN REACH, INC.




Dated: February 17, 2005



By:

/s/    WAYNE
BADOVINUSWayne Badovinus President and Chief Executive Officer




Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                                            |  |                                                                              |  |                  
|------------------------------------------- |  | ---------------------------------------------------------------------------- |  | -----------------
|NAME                                        |  | TITLE                                                                        |  | DATE             
|                                            |  |                                                                             
|/s/    WAYNE BADOVINUSWayne Badovinus       |  | President, Chief Executive Officer and Director(Principal Executive Officer) |  | February 17, 2005
|                                            |  |                                                                             
|/s/    DAVID BARNARDDavid Barnard           |  | Chief Financial Officer(Principal Financial and Accounting Officer)          |  | February 17, 2005
|                                            |  |                                                                             
|/s/    ROBERT FORBESRobert Forbes           |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    HILARY BILLINGSHilary Billings       |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    EDWARD
FRIEDRICHSEdward
Friedrichs   |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    JOHN HANSENJohn Hansen               |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    TERRY LEETerry Lee                   |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    WILLIAM
MCDONAGHWilliam
McDonagh     |  | Director                                                                     |  | February 17, 2005
|                                            |  |                                                                             
|/s/    LAWRENCE
WILKINSONLawrence
Wilkinson |  | Director                                                                     |  | February 17, 2005



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