8-K: Current report filing
Published on March 27, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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. ☐
EXPLANATORY NOTE
As previously reported, during the preparation of RH’s (“we,” “us,” “our” or the “Company”) response to a comment letter (the “SEC Comment Letter”) from the Division of Corporation Finance of the Securities and Exchange Commission (“SEC”) related to a routine review of our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, and Quarterly Report on Form 10-Q for the fiscal quarter ended October 29, 2022, we became aware of errors in the calculation of net income per share prepared in accordance with generally accepted accounting principles (“GAAP”) with respect to certain of the interim period financial statements (collectively, the “Prior Financial Statements”) for fiscal 2022 reported with respect to the fiscal quarters ended April 30, 2022, July 30, 2022 and October 29, 2022 (collectively, the “Prior Periods”).
Upon completion of our work to correct the errors in the Prior Financial Statements, on March 27, 2023 we filed amended Quarterly Reports on Form 10-Q/A with the SEC for each of the Prior Periods in order to effect the required restatements (collectively, the “Restatements”). The Restatements are limited to the calculation of basic and diluted net income per share, including the weighted-average shares used in the computation of the diluted net income per share. For certain additional information about the Restatements, refer to the Company’s Current Report on Form 8-K (Item 4.02) filed on February 3, 2023.
As previously reported, in response to an additional comment within the SEC Comment Letter, we also modified how we determine the applicable adjusted effective tax rate for purposes of calculating non-GAAP adjusted net income. On March 27, 2023, we filed amended Current Reports on Form 8-K (collectively, the “Amended 8-Ks”) amending (i) the Current Reports on Form 8-K filed by RH on June 2, 2022, September 8, 2022 and December 8, 2022 (collectively, the “Original 8-K Filings”), and (ii) the corresponding Exhibit 99.2 that was included in the Original 8-K Filings for each Prior Period (collectively, the “Exhibits”) in order to furnish updated non-GAAP information with respect to the periods covered by the Prior Financial Statements and specifically to set forth certain modifications in how we determine the applicable adjusted tax rate for purposes of calculating non-GAAP adjusted net income and adjusted diluted net income per share as previously set forth in the Exhibits (collectively, the updated “Updated Non-GAAP Adjusted Net Income Information”).
On March 27, 2023, immediately following the filing of this Current Report on Form 8-K with the SEC, the Company is posting supplemental financial information on its investor relations website (the “Supplemental Information”). The Supplemental Information has been prepared for the convenience of investors and sets forth an integrated overview summarizing the corrections and modifications made by virtue of: (i) the Restatements with respect to the Prior Financial Statements and (ii) the Updated Non-GAAP Adjusted Net Income Information with respect to the non-GAAP financial information previously presented in the Exhibits.
Item 2.02. Results of Operations and Financial Condition.
The information presented in Item 7.01 is incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure.
On March 27, 2023, immediately following the filing of this Current Report on Form 8-K with the SEC, the Company is posting the Supplemental Information on its investor relations website. A copy of the Supplemental Information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information provided in this Item 7.01, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
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Exhibits. |
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Exhibit |
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Description |
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99.1 |
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Supplemental Information for Fiscal 2022 Q1, Q2 and Q3 Results. |
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104 |
Cover Page Interactive Data File—the cover page XBRL tags are embedded within the Inline XBRL document. |
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