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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

For the quarterly period ended October 29, 2022

or

For the transition period from             to             

Commission file number: 001-35720

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (415) 924-1005

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

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  ☒   No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).   Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  ☐    No  ☒

As of December 2, 2022, 23,612,501 shares of the registrant’s common stock were outstanding.

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EXPLANATORY NOTE

RH (“we,” “us,” “our” or the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, which was originally filed with the Securities and Exchange Commission (the “SEC”) on December 8, 2022 (the “Original Report”) to reflect a restatement due to errors in the calculation of net income per share.

As previously reported, the Audit Committee of the Board of Directors, after discussion with our senior leadership and independent registered public accountants, determined that (i) our previously filed unaudited financial statements for the three months ended April 30, 2022, the three and six months ended July 30, 2022, and the three and nine months ended October 29, 2022 (collectively the “Prior Financial Statements”) should no longer be relied upon due to material unintentional errors in certain of these financial periods with respect to our calculation of basic and diluted net income per share and (ii) a restatement would be required to correct these errors in our Prior Financial Statements (the “Restatement”) for each of the quarterly periods ended April 30, 2022, July 30, 2022, and October 29, 2022 (the “Non-Reliance Periods”) included in the associated Form 10-Qs previously filed with the SEC. For more information about the Restatement, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023.

The purpose of this Amendment is to restate the calculation of basic and diluted net income per share in order to effect the Restatement with respect to the financial statements that appear in the Original Report. The Restatement is also being effected by amendments to each of the Company’s other Quarterly Reports on Form 10-Q with respect to the Non-Reliance Periods (collectively, the “10-Q Amendments”). The Restatement has no impact on other previously reported GAAP financial information other than as corrected in the 10-Q Amendments, including assets, liabilities, equity, revenues, gross profit, income from operations, net income or cash flows, and the related non-GAAP financial measures, as well as EBITDA and adjusted EBITDA.

In connection with the Restatement, we have also identified a material weakness in internal control over financial reporting and concluded that our disclosure controls and procedures were not effective as of October 29, 2022, including through the date of this Amendment. Refer to Item 4—Controls and Procedures of this Amendment.

Adjustments to Non-GAAP Adjusted Effective Tax Rate
In addition to the Restatement, we have also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income disclosed as a non-GAAP financial measure (the “Adjustments to Non-GAAP Adjusted Effective Tax Rate”) within Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).

Items Amended in this Filing
For the convenience of the reader, this Amendment sets forth the Original Report in its entirety, as amended.

This Amendment amends only the following items in the Original Report and only with respect to the matters described with respect to the Restatement and the Adjustments to Non-GAAP Adjusted Effective Tax Rate discussed above:

1.    Part I, Item 1. Financial Statements. The Financial Statements are amended to correct the errors in the financial statements as a result of the Restatement and the related financial and other information affected by the Restatement, which changes are reflected in the following sections:

             Condensed Consolidated Statements of Income (unaudited)

             Note 1—The Company—“Restatement of Condensed Consolidated Financial Statements”

             Note 13—Net Income Per Share

2.    Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. “MD&A—Reconciliation of GAAP Net Income to Adjusted Net Income” is amended to provide the Adjustments to Non-GAAP Adjusted Effective Tax Rate referred to above.

3.    Part I, Item 4. Controls and Procedures. The description of Controls and Procedures is amended to reflect the Company’s conclusion that its disclosure controls and procedures were not effective as of October 29, 2022, including through the date of this Amendment as a result of a material weakness in its internal control over financial reporting.



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4.    Part II, Item 1A. Risk Factors. The Risk Factors disclosures in the Original Report have been amended to make reference to amended risk factors in our SEC filings subsequent to our 2021 Form 10-K which amended risk factors relate to internal control over financial reporting and disclosure controls and procedures due to the identification of a material weakness in internal control over financial reporting.

In accordance with applicable Commission rules, this Amendment includes new certifications from our Chief Executive Officer and our Chief Financial Officer dated as of the date of filing this Amendment, and restates the financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibits 101.

While all required items on Form 10-Q have been included herein for these matters, no other sections were affected.

Except as described above, this Amendment does not amend, update, or change any other items or disclosures in the Original Report and does not purport to reflect any information or events subsequent to the filing date of the Original Report. As such, this Amendment and the forward-looking statements contained herein speak only as of the date the Original Report was filed, and the Company has not undertaken herein to amend, supplement or update any information contained in the Original Report to give effect to any subsequent events. Accordingly, this Amendment should be read in conjunction with our filings made with the SEC subsequent to the filing of the Original Report, including any amendment to those filings.

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RH

INDEX TO FORM 10-Q/A

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PART I

ITEM 1.     FINANCIAL STATEMENTS

RH

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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RH

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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RH

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

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The accompanying notes are an integral part of these unaudited Condensed Consolidated Financial Statements.

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RH

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

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RH

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)

(Unaudited)

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