UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~May 1, 2021~~April 30, 2022

☐	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: 001-35720

(Exact name of registrant as specified in its charter)


Delaware		45-3052669
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

15 Koch Road Corte Madera, CA		94925
(Address of principal executive offices)		(Zip Code)

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

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


Common Stock, $0.0001 par value		RH	New York Stock Exchange, Inc.
(Title of each class)		(Trading symbol)	(Name of each exchange on which registered)

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.

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 ~~June 4, 2021, 21,030,374~~May 27, 2022, 24,681,191 shares of the registrant’s common stock were outstanding.

Table of Contents

INDEX TO FORM 10-Q


		Page

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets (Unaudited) as of ~~May 1, 2021~~April 30, 2022 and January ~~30, 2021~~29, 2022	3
	Condensed Consolidated Statements of ~~Operations~~Income (Unaudited) for the three months ended April 30, 2022 and May 1, 2021 ~~and May 2, 2020~~	4
	Condensed Consolidated Statements of Comprehensive Income ~~(Loss)~~ (Unaudited) for the three months ended April 30, 2022 and May 1, 2021 ~~and May 2, 2020~~	5
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three months ended April 30, 2022 and May 1, 2021 ~~and May 2, 2020~~	6
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the three months ended April 30, 2022 and May 1, 2021 ~~and May 2, 2020~~	7
	Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3130
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	4847
Item 4.	Controls and Procedures	5049

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	5150
Item 1A.	Risk Factors	5150
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5251
Item 3.	Defaults Upon Senior Securities	5251
Item 4.	Mine Safety Disclosures	5251
Item 5.	Other Information	5251
Item 6.	Exhibits	5352
Signatures		5453


TABLE OF CONENTS	~~2020~~2022 QUARTERLY REPORT \| 2

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS
~~(In thousands, except share amounts)~~ (Unaudited)

MAY 1,

JANUARY 30,

2021

2021
ASSETS




Current assets:




Cash and cash equivalents

$
229,527

$
100,446
Accounts receivable—net

60,212

59,474
Merchandise inventories

593,946

544,227
Prepaid expense and other current assets

105,723

97,337
Total current assets

989,408

801,484
Property and equipment—net

1,103,668

1,077,198
Operating lease right-of-use assets

541,841

456,164
Goodwill

141,152

141,100
Tradenames, trademarks and other intangible assets

72,237

71,663
Deferred tax assets

49,869

49,924
Equity method investments

99,131

100,603
Other non-current assets

240,011

200,177
Total assets

$
3,237,317

$
2,898,313
LIABILITIES AND STOCKHOLDERS’ EQUITY




Current liabilities:




Accounts payable and accrued expenses

$
389,411

$
424,422
Deferred revenue and customer deposits

363,404

280,641
Operating lease liabilities

72,442

71,524
Federal and state tax payable

89,311

49,539
Other current liabilities

101,604

95,506
Total current liabilities

1,016,172

921,632
Asset based credit facility

—

—
Equipment promissory notes—net

3,739

14,614
Convertible senior notes due 2023—net

288,136

282,956
Convertible senior notes due 2024—net

285,721

281,454
Non-current operating lease liabilities

532,142

448,169
Non-current finance lease liabilities

501,118

485,481
Other non-current obligations

15,827

16,981
Total liabilities

2,642,855

2,451,287
Commitments and contingencies (Note 16)

Stockholders’ equity:




Preferred stock—$0.0001 par value per share, 10,000,000 shares authorized, 0 shares issued or outstanding as of May 1, 2021 and January 30, 2021

—

—
Common stock—$0.0001 par value per share, 180,000,000 shares authorized, 21,020,538 shares issued and outstanding as of May 1, 2021; 20,995,387 shares issued and outstanding as of January 30, 2021

2

2
Additional paid-in capital

597,329

581,897
Accumulated other comprehensive income

3,913

2,565
Accumulated deficit

(6,782)

(137,438)
Total stockholders’ equity

594,462

447,026
Total liabilities and stockholders’ equity

$
3,237,317

$
2,898,313

c
	APRIL 30,		JANUARY 29,
	2022		2022

	(in thousands)
ASSETS
Cash and cash equivalents	$	2,243,255	$	2,177,889
Accounts receivable—net		65,602		57,914
Merchandise inventories		817,327		734,289
Prepaid expense and other current assets		272,877		121,350
Total current assets		3,399,061		3,091,442
Property and equipment—net		1,357,064		1,227,920
Operating lease right-of-use assets		544,797		551,045
Goodwill		141,092		141,100
Tradenames, trademarks and other intangible assets		73,488		73,161
Deferred tax assets		63,256		56,843
Equity method investments		100,550		100,810
Other non-current assets		208,629		298,149
Total assets	$	5,887,937	$	5,540,470
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	428,949	$	442,379
Deferred revenue and customer deposits		436,765		387,933
Convertible senior notes due 2023		—		9,389
Convertible senior notes due 2024		—		3,600
Convertible senior notes repurchase obligation (Note 9)		313,706		—
Operating lease liabilities		74,309		73,834
Other current liabilities		107,801		146,623
Total current liabilities		1,361,530		1,063,758
Asset based credit facility		—		—
Term loan—net		1,949,038		1,953,203
Convertible senior notes due 2023—net		19,658		59,002
Convertible senior notes due 2024—net		80,388		184,461
Non-current operating lease liabilities		533,074		540,513
Non-current finance lease liabilities		594,728		560,550
Other non-current obligations		7,731		8,706
Total liabilities		4,546,147		4,370,193
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock—$0.0001 par value per share, 10,000,000 shares authorized, 0 shares issued or outstanding as of April 30, 2022 and January 29, 2022		—		—
Common stock—$0.0001 par value per share, 180,000,000 shares authorized, 24,661,781 shares issued and outstanding as of April 30, 2022; 21,506,967 shares issued and outstanding as of January 29, 2022		2		2
Additional paid-in capital		575,635		620,577
Accumulated other comprehensive income (loss)		(5,555)		(1,410)
Retained earnings		771,708		551,108
Total stockholders’ equity		1,341,790		1,170,277
Total liabilities and stockholders’ equity	$	5,887,937	$	5,540,470

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


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 3

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

~~(In thousands, except share and per share amounts)~~ (Unaudited)


	THREE MONTHS ENDED				THREE MONTHS ENDED
	MAY 1,		MAY 2,		APRIL 30,		MAY 1,
					2022		2021

	2021		2020		(in thousands, except share and per share amounts)
Net revenues	$	860,792	$	482,895	$	957,292	$	860,792
Cost of goods sold		453,815		283,241		458,709		453,815
Gross profit		406,977		199,654		498,583		406,977
Selling, general and administrative expenses		219,089		164,201		293,295		219,089
Income from operations		187,888		35,453		205,288		187,888
Other expenses
Interest expense—net		13,308		19,629		20,855		13,308
Tradename impairment		—		20,459
Loss on extinguishment of debt		105		—		146,116		105
Other income—net						(343)		—
Total other expenses		13,413		40,088		166,628		13,413
Income (loss) before income taxes		174,475		(4,635)
Income before income taxes						38,660		174,475
Income tax expense (benefit)		41,724		(1,423)		(163,426)		41,724
Income (loss) before equity method investments		132,751		(3,212)
Income before equity method investments						202,086		132,751
Share of equity method investments losses		(2,095)		—		(1,375)		(2,095)
Net income (loss)	$	130,656	$	(3,212)
Weighted-average shares used in computing basic net income (loss) per share		21,003,244		19,242,641
Basic net income (loss) per share	$	6.22	$	(0.17)
Weighted-average shares used in computing diluted net income (loss) per share		31,210,011		19,242,641
Diluted net income (loss) per share	$	4.19	$	(0.17)
Net income					$	200,711	$	130,656
Weighted-average shares used in computing basic net income per share						22,608,537		21,003,244
Basic net income per share (Note 13)					$	15.34	$	6.22
Weighted-average shares used in computing diluted net income per share						28,527,246		31,210,011
Diluted net income per share (Note 13)					$	12.16	$	4.19

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


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 4

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME ~~(LOSS)~~

~~(In thousands)~~ (Unaudited)

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020
Net income (loss)

$
130,656

$
(3,212)
Net gains (losses) from foreign currency translation

1,348

(2,372)
Total comprehensive income (loss)

$
132,004

$
(5,584)


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Net income	$	200,711	$	130,656
Net gains (losses) from foreign currency translation		(4,145)		1,348
Total comprehensive income	$	196,566	$	132,004

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


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

~~(In thousands, except share amounts)~~

(Unaudited)

THREE MONTHS ENDED

COMMON STOCK

TREASURY STOCK

ACCUMULATED

RETAINED

ADDITIONAL

OTHER

EARNINGS

TOTAL

PAID-IN

COMPREHENSIVE

(ACCUMULATED

STOCKHOLDERS'

SHARES

AMOUNT

CAPITAL

INCOME (LOSS)

DEFICIT)

SHARES

AMOUNT

EQUITY
Balances—January 30, 2021

20,995,387

$
2

$
581,897

$
2,565

$
(137,438)

—

$
—

$
447,026
Stock-based compensation

—

—

15,200

—

—

—

—

15,200
Vested and delivered restricted stock units

2,807

—

(927)

—

—

—

—

(927)
Exercise of stock options

22,342

—

1,393

—

—

—

—

1,393
Settlement of convertible senior notes

7,307

—

(3,514)

—

—

(7,305)

3,280

(234)
Exercise of call option under bond hedge upon settlement of convertible senior notes

(7,305)

—

3,280

—

—

7,305

(3,280)

—
Net income

—

—

—

—

130,656

—

—

130,656
Net gains from foreign currency translation

—

—

—

1,348

—

—

—

1,348
Balances—May 1, 2021

21,020,538

$
2

$
597,329

$
3,913

$
(6,782)

—

$
—

$
594,462

Balances—February 1, 2020

19,236,681

$
2

$
430,662

$
(2,760)

$
(409,253)

—

$
—

$
18,651
Stock-based compensation

—

—

5,721

—

—

—

—

5,721
Vested and delivered restricted stock units

10,286

—

(381)

—

—

—

—

(381)
Exercise of stock options

17,760

—

797

—

—

—

—

797
Repurchases of common stock

(600)

—

—

—

—

600

(72)

(72)
Net loss

—

—

—

—

(3,212)

—

—

(3,212)
Net losses from foreign currency translation

—

—

—

(2,372)

—

—

—

(2,372)
Balances—May 2, 2020

19,264,127

$
2

$
436,799

$
(5,132)

$
(412,465)

600

$
(72)

$
19,132


	THREE MONTHS ENDED
	COMMON STOCK									TREASURY STOCK
						ACCUMULATED		RETAINED
				ADDITIONAL		OTHER		EARNINGS					TOTAL
				PAID-IN		COMPREHENSIVE		(ACCUMULATED					STOCKHOLDERS'
	SHARES	AMOUNT		CAPITAL		INCOME (LOSS)		DEFICIT)		SHARES	AMOUNT		EQUITY

	(in thousands, except share amounts)
Balances—January 29, 2022	21,506,967	$	2	$	620,577	$	(1,410)	$	551,108	—	$	—	$	1,170,277
Stock-based compensation	—		—		12,802		—		—	—		—		12,802
Vested and delivered restricted stock units	1,409		—		(266)		—		—	—		—		(266)
Exercise of stock options	3,153,400		—		149,570		—		—	—		—		149,570
Exercise of call option under bond hedge upon settlement of convertible senior notes	(36,968)		—		14,705		—		—	36,968		(14,705)		—
Settlement of convertible senior notes	36,973		—		(14,705)		—		—	(36,968)		14,705		—
Termination of common stock warrants	—		—		(386,708)		—		—	—		—		(386,708)
Termination of convertible note hedge	—		—		236,050		—		—	—		—		236,050
Impact of ASU 2020-06 adoption	—		—		(56,390)		—		19,889	—		—		(36,501)
Net income	—		—		—		—		200,711	—		—		200,711
Net losses from foreign currency translation	—		—		—		(4,145)		—	—		—		(4,145)
Balances—April 30, 2022	24,661,781	$	2	$	575,635	$	(5,555)	$	771,708	—	$	—	$	1,341,790

Balances—January 30, 2021	20,995,387	$	2	$	581,897	$	2,565	$	(137,438)	—	$	—	$	447,026
Stock-based compensation	—		—		15,200		—		—	—		—		15,200
Vested and delivered restricted stock units	2,807		—		(927)		—		—	—		—		(927)
Exercise of stock options	22,342		—		1,393		—		—	—		—		1,393
Exercise of call option under bond hedge upon settlement of convertible senior notes	(7,305)		—		3,280		—		—	7,305		(3,280)		—
Settlement of convertible senior notes	7,307		—		(3,514)		—		—	(7,305)		3,280		(234)
Net income	—		—		—		—		130,656	—		—		130,656
Net losses from foreign currency translation	—		—		—		1,348		—	—		—		1,348
Balances—May 1, 2021	21,020,538	$	2	$	597,329	$	3,913	$	(6,782)	—	$	—	$	594,462

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


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 6

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

~~(In thousands)~~ (Unaudited)

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$
130,656

$
(3,212)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization

23,886

24,870
Non-cash operating lease cost

16,603

15,907
Tradename impairment

—

20,459
Asset impairments

—

4,783
Amortization of debt discount

8,670

12,916
Accretion of debt discount upon settlement of debt

(319)

—
Stock-based compensation expense

15,307

5,828
Non-cash finance lease interest expense

6,150

5,781
Product recalls

500

—
Loss on extinguishment of debt

105

—
Share of equity method investments losses

2,095

—
Other non-cash items

(1,944)

1,145
Change in assets and liabilities:

Accounts receivable

(722)

1,554
Merchandise inventories

(49,540)

(55,837)
Prepaid expense and other assets

(12,575)

(8,324)
Landlord assets under construction—net of tenant allowances

(13,578)

(7,600)
Accounts payable and accrued expenses

(32,250)

(52,989)
Deferred revenue and customer deposits

82,744

26,679
Other current liabilities

41,981

4,696
Current and non-current operating lease liabilities

(19,379)

(7,065)
Other non-current obligations

(7,515)

(6,459)
Net cash provided by (used in) operating activities

190,875

(16,868)


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	200,711	$	130,656
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		24,758		23,886
Non-cash operating lease cost		18,391		16,603
Asset impairments		5,923		—
Amortization of debt discount		—		8,670
Stock-based compensation expense		12,802		15,307
Non-cash finance lease interest expense		7,071		6,150
Product recalls		560		500
Deferred income taxes		5,493		—
Loss on extinguishment of debt		146,116		105
Gain on derivative instruments—net		(3,177)		—
Share of equity method investments losses		1,375		2,095
Other non-cash items		1,269		(1,944)
Cash paid attributable to accretion of debt discount upon settlement of debt		—		(319)
Change in assets and liabilities:
Accounts receivable		(7,715)		(722)
Merchandise inventories		(83,115)		(49,540)
Prepaid expense and other assets		(160,116)		(12,575)
Landlord assets under construction—net of tenant allowances		(12,148)		(13,578)
Accounts payable and accrued expenses		(14,778)		(32,250)
Deferred revenue and customer deposits		48,909		82,744
Other current liabilities		(30,057)		41,981
Current and non-current operating lease liabilities		(19,379)		(19,379)
Other non-current obligations		(6,944)		(7,515)
Net cash provided by operating activities		135,949		190,875


PART I. FINANCIAL INFORMATION	2020 FIRST QUARTER FORM 10-Q \| 7

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

~~(In thousands)~~ (Unaudited)

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020
CASH FLOWS FROM INVESTING ACTIVITIES



Capital expenditures

(50,251)

(16,632)
Equity method investments

(1,172)

—
Net cash used in investing activities

(51,423)

(16,632)
CASH FLOWS FROM FINANCING ACTIVITIES




Borrowings under asset based credit facility

—

71,100
Repayments under asset based credit facility

—

(61,100)
Repayments under promissory and equipment security notes

(5,792)

(5,166)
Repayments of convertible senior notes

(2,035)

—
Principal payments under finance leases

(3,671)

(2,068)
Proceeds from exercise of stock options

1,393

797
Tax withholdings related to issuance of stock-based awards

(927)

(381)
Net cash provided by (used in) financing activities

(11,032)

3,182
Effects of foreign currency exchange rate translation

36

(132)
Net increase (decrease) in cash and cash equivalents and restricted cash equivalents

128,456

(30,450)
Cash and cash equivalents and restricted cash equivalents


Beginning of period—cash and cash equivalents

100,446

47,658
Beginning of period—restricted cash equivalents (acquisition related escrow deposits)

6,625

—
Beginning of period—cash and cash equivalents

$
107,071

$
47,658
End of period—cash and cash equivalents

229,527

17,208
End of period—restricted cash equivalents (acquisition related escrow deposits)

6,000

—
End of period—cash and cash equivalents and restricted cash equivalents

$
235,527

$
17,208
Non-cash transactions:

Property and equipment additions in accounts payable and accrued expenses at period-end

$
14,463

$
2,935
Landlord asset additions in accounts payable and accrued expenses at period-end

33,568

23,489
Shares issued on settlement of convertible senior notes

(3,280)

—
Shares received on exercise of call option under bond hedge upon settlement of convertible senior notes

3,280

—


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021
	(in thousands)
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(29,364)		(50,251)
Equity method investments		(1,115)		(1,172)
Net cash used in investing activities		(30,479)		(51,423)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments under term loans		(5,000)		—
Repayments under promissory and equipment security notes		(10,910)		(5,792)
Repayments of convertible senior notes		(13,048)		(2,035)
Principal payments under finance leases		(3,559)		(3,671)
Proceeds from termination of convertible senior note hedges		231,796		—
Payments for termination of common stock warrants		(390,934)		—
Proceeds from exercise of stock options		149,570		1,393
Tax withholdings related to issuance of stock-based awards		(266)		(927)
Net cash used in financing activities		(42,351)		(11,032)
Effects of foreign currency exchange rate translation		(278)		36
Net increase in cash and cash equivalents and restricted cash equivalents		62,841		128,456
Cash and cash equivalents and restricted cash equivalents
Beginning of period—cash and cash equivalents		2,177,889		100,446
Beginning of period—restricted cash equivalents (acquisition related escrow deposits)		3,975		6,625
Beginning of period—cash and cash equivalents	$	2,181,864	$	107,071
End of period—cash and cash equivalents		2,243,255		229,527
End of period—restricted cash equivalents (acquisition related escrow deposits)		1,450		6,000
End of period—cash and cash equivalents and restricted cash equivalents	$	2,244,705	$	235,527
Non-cash transactions:
Property and equipment additions in accounts payable and accrued expenses at period-end	$	12,248	$	14,463
Landlord asset additions in accounts payable and accrued expenses at period-end		16,823		33,568
Reclassification of assets from landlord assets under construction to finance lease right-of-use assets		109,677		—
Extinguishment of convertible senior notes related to repurchase obligation (Note 9)		(180,322)		—
Financing liability and embedded derivative arising from convertible senior notes repurchase (Note 9)		325,363		—
Shares issued on settlement of convertible senior notes		(14,705)		(3,280)
Shares received on exercise of call option under bond hedge upon settlement of convertible senior notes		14,705		3,280

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


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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1—THE COMPANY

Nature of Business

RH, a Delaware corporation, together with its subsidiaries (collectively, “we,” “us,” “our” or the “Company”), is a leading retailer and luxury ~~retailer~~lifestyle brand operating primarily in the home furnishings ~~market that offers~~market. Our curated and fully integrated assortments are presented consistently across our sales channels, including our retail locations, websites and Source Books. We offer merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and child and teen furnishings. ~~These products are sold through our retail locations, websites and Source Books.~~

As of ~~May 1, 2021,~~April 30, 2022, we operated a total of 6867 RH Galleries and 3839 RH ~~outlet~~Outlet stores in 3031 states, the District of Columbia and Canada, as well as 14 Waterworks Showrooms throughout the United States and in the U.K., and had sourcing operations in Shanghai and Hong Kong.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared from ~~the Company’s~~our records and, in our senior leadership team’s opinion, include all adjustments, consisting of normal recurring adjustments, necessary to fairly state our financial position as of ~~May 1, 2021,~~April 30, 2022, and the results of operations for the three months ended April 30, 2022, and May 1, ~~2021, and May 2, 2020.~~2021. Our current fiscal year, which consists of 52 weeks, ends on January ~~29, 2022~~28, 2023 (“fiscal ~~2021”~~2022”).

Certain information and disclosures normally included in the notes to annual consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) have been condensed or omitted for purposes of these interim condensed consolidated financial statements.

The preparation of our condensed consolidated financial statements in conformity with GAAP requires our senior leadership team to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and such differences could be material to the condensed consolidated financial statements.

We have assessed various accounting estimates and other matters, including those that require consideration of forecasted financial information, in context of the unknown future impacts of the novel coronavirus disease (“COVID-19” or “the pandemic”) using information that is reasonably available to us at this time. The accounting estimates and other matters we have assessed include, but were not limited to, sales return reserve, inventory reserve, allowance for doubtful accounts, goodwill, intangible and other long-lived assets. Our current assessment of these estimates is included in our condensed consolidated financial statements as of and for the three months ended ~~May 1, 2021.~~April 30, 2022. As additional information becomes available to us, our future assessment of these estimates, including our expectations at the time regarding the duration, scope and severity of the pandemic, as well as other factors, could materially and adversely impact our condensed consolidated financial statements in future reporting periods.

These unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended January ~~30, 2021~~29, 2022 (the ~~“2020~~“2021 Form 10-K”).

The results of operations for the three months ended ~~May 1, 2021,~~April 30, 2022, presented herein are not necessarily indicative of the results to be expected for the full fiscal year. Our business, like the businesses of retailers generally, is subject to uncertainty surrounding the financial impact of the ~~novel coronavirus disease~~pandemic and other factors as discussed in ~~Recent Developments—~~COVID-19 Pandemic and Macro-Economic Factors below.


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~~Recent Developments—~~COVID-19 Pandemic and Macro-Economic Factors

The COVID-19 ~~outbreak~~pandemic continues to cause challenges in ~~the first quarter~~certain aspects of ~~fiscal 2020 caused disruption to our business operations. In our initial response to the health crisis, we undertook immediate adjustments to~~ our business operations primarily related to our supply chain, including ~~temporarily closing all~~delays in our receipt of products from vendors, which have affected our ability to convert demand into revenues at normal historic rates. While our performance during the pandemic demonstrates the desirability of our ~~retail locations and Restaurants, curtailing expenses, and delaying investments including scaling back some inventory orders while~~exclusive products, we assessed the status of our business. Our approach to the crisis evolved quickly as our business trends substantially improved during the second through fourth fiscal quarters of fiscal 2020 as a result of both the reopening of most of our retail locations and also strong consumer demand for our products. Operational restrictions related to the COVID-19 pandemic affecting our Galleries and hospitality locations continued to fluctuate in the first quarter of 2021 based upon changes in local conditions and regulations. As of June 4, 2021, substantially all of our Galleries, Outlets, and Restaurants were open, although many of our Restaurants and Galleries continue to conduct business with occupancy limitations and other operational restrictions.

Our overall customer demand in specific markets has generally correlated favorably with our customers’ ability to access our Galleries and Outlets. Although our business has strengthened during the period from the second quarter of fiscal 2020 and continuing into fiscal 2021,may see consumer spending patterns ~~may~~ shift away from spending on the home and home-related categories ~~such~~ as ~~home furnishings, as pandemic restrictions are lifted and consumers~~customers return to pre-COVID consumption trends, such as spending on travel and leisure, and other activities. ~~In addition, various constraints in~~

There are a number of macro-economic factors and uncertainties affecting the overall business climate as well as our ~~merchandise supply chain~~business including increased inflation and rising interest rates. These factors may have ~~resulted in some delays in our ability to convert business demand into revenues at normal historical rates. We anticipate that the backlog~~a number of ~~orders for merchandise from our vendors, coupled with business~~adverse effects on overall economic conditions ~~related to the pandemic, will continue to adversely affect the capacity of our vendors~~ and supply chain to meet our merchandise demand levels during fiscal 2021. It may take several quarters for inventory receipts and manufacturing to catch up to the increase in customer demand and as a result the exact timing cannot be accurately predicted due to ongoing uncertainty of the continuing impact of the pandemic on our global supply chain. In particular, business circumstances and operational conditions in numerous international locations where our vendors operate are subject to ongoing risks, and regionsmarkets in which ~~our vendors have production facilities, such as India, have experienced various spikes~~we operate. A slowdown in ~~cases related to~~ the ~~pandemic. As a result, the pandemic may continue to adversely affect business operations~~housing market or continued negative trends in ~~these jurisdictions, which~~stock market prices could ~~in turn,~~ have a negative impact on our ~~vendors~~customers and ~~therefore on~~demand for our ~~business as well, as including our ability to source~~ products.

~~We will continue to closely manage our investments while considering both the overall economic environment as well as the needs of our business operations. In addition, our near-term~~Our decisions regarding the sources and uses of capital ~~in our business~~ will continue to reflect and adapt to changes in market conditions and our business including further developments with respect to the pandemic. For more information, refer to the section entitled “Risk Factors” in our ~~2020~~2021 Form 10-K.

NOTE 2—RECENTLY ISSUED ACCOUNTING STANDARDS

New Accounting Standards or Updates ~~Adopted~~

~~Income Taxes~~

~~In December 2019, the Financial Accounting Standards Board (“FASB”) issued~~ ~~Accounting Standards Update (“ASU”) 2019-12—Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes~~. The ASU impacts various topic areas within ASC 740, including accounting for taxes under hybrid tax regimes, accounting for increases in goodwill, allocation of tax amounts to separate company financial statements within a group that files a consolidated tax return, intra period tax allocation, interim period accounting, and accounting for ownership changes in investments, among other minor codification improvements. The guidance in this ASU becomes effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. We adopted this standard in the first quarter of fiscal 2021 and the adoption did not have an impact on our condensed consolidated financial statements.


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~~New Accounting Standards or Updates Not Yet~~ Adopted

Convertible Instruments and Contracts in an Entity’s Own Equity

In August 2020, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update 2020-06—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity(“ASU 2020-06”). ~~The~~ ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts in an entity’s own equity. Specifically, ~~the~~ ASU 2020-06 removes the separation models for convertible debt with a cash conversion feature or convertible instruments with a beneficial conversion feature. As a result, after adopting ~~the ASU’s~~ASU 2020-06’s guidance, we ~~will not~~no longer separately present in equity an embedded conversion feature of such debt. Instead, we will account for a convertible debt instrument wholly as debt unless (i) a convertible instrument contains features that require bifurcation as a derivative or (ii) a convertible debt instrument was issued at a substantial premium. Additionally, ~~the~~ ASU 2020-06 removes certain conditions for equity classification related to contracts in an entity’s own equity (e.g., warrants) and amends certain guidance related to the computation of earnings per share for convertible instruments and contracts on an entity’s own equity. ~~The guidance in this~~

We adopted ASU can be adopted using either a full or modified retrospective approach and becomes effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2021. We will adopt the ASU2020-06 in the first quarter of fiscal 2022 using a modified retrospective transition method. Accordingly, the cumulative effect of the adoption on our opening fiscal 2022 condensed consolidated balance sheets was as follows:


			ASU 2020-06
	JANUARY 29,		ADOPTION		JANUARY 29,
	2022		ADJUSTMENTS		2022

	(in thousands)
Assets
Property and equipment—net	$	1,227,920	$	(12,385)	$	1,215,535
Deferred tax assets		56,843		11,909		68,752
Liabilities
Convertible senior notes due 2023—net		59,002		5,684		64,686
Convertible senior notes due 2024—net		184,461		30,341		214,802
Equity
Additional paid-in capital		620,577		(56,390)		564,187
Retained earnings		551,108		19,889		570,997


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Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04—Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). In January 2021, the FASB issued ASU 2021-01—Reference Rate Reform (Topic 848): Scope, (“ASU 2021-01” and, together with ASU 2020-04, the “ASUs”). The ASUs provide optional expedients and exceptions, if certain criteria are met, for applying U.S. GAAP to contracts, hedging relationships, and other transactions affected by the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates, such as the Secured Overnight Financing Rate (“SOFR”). These transactions include contract modifications, hedge accounting, and the sale or transfer of debt securities classified as held-to-maturity. The primary contracts for which we currently use LIBOR include our asset based credit facility and certain term loan debt arrangements. The guidance was effective upon issuance and allows entities to adopt the amendments on a prospective basis through December 31, 2022. All new arrangements are using alternative reference rates and we are evaluating the ~~effects that the~~impact of adoption ~~of this ASU will have~~ on our ~~condensed consolidated financial statements, including the adoption approach.~~existing contracts.

NOTE 3—PREPAID EXPENSE AND OTHER ASSETS

Prepaid expense and other current assets consist of the ~~following (~~~~in thousands~~):following:


	MAY 1,		JANUARY 30,		APRIL 30,		JANUARY 29,
	2021		2021		2022		2022

					(in thousands)
Federal and state tax receivable⁽¹⁾					$	139,080	$	—
Prepaid expense and other current assets	$	52,819	$	42,079		52,713		45,386
Vendor deposits						24,343		19,610
Capitalized catalog costs		13,826		19,067		21,859		22,194
Promissory notes receivable, including interest⁽¹⁾		13,816		13,569
Vendor deposits		12,689		12,519
Tenant allowance receivable						17,761		15,355
Promissory notes receivable, including interest⁽²⁾						9,601		8,401
Right of return asset for merchandise		8,173		7,453		6,070		6,429
Acquisition related escrow deposits		4,400		2,650		1,450		3,975
Total prepaid expense and other current assets	$	105,723	$	97,337	$	272,877	$	121,350

(1)	Refer to Note 12—Income Taxes.

(2)	Represents promissory notes, including principal and accrued interest, due from a related party. Refer to Note 5—Equity Method Investments.

~~Other non-current assets consist of the following (~~~~in thousands~~):

MAY 1,

JANUARY 30,

2021

2021
Landlord assets under construction—net of tenant allowances

$
169,312

$
135,531
Initial direct costs prior to lease commencement

41,843

36,770
Capitalized cloud computing costs—net⁽¹⁾

8,547

7,254
Other deposits

7,344

5,287
Acquisition related escrow deposits

1,600

3,975
Deferred financing fees

1,256

1,525
Other non-current assets

10,109

9,835
Total other non-current assets

$
240,011

$
200,177

~~(1)~~

~~Presented net of accumulated amortization of $1.1 million and $0.5 million as of May 1, 2021 and January 30, 2021, respectively.~~


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Other non-current assets consist of the following:


	APRIL 30,		JANUARY 29,
	2022		2022

	(in thousands)
Landlord assets under construction—net of tenant allowances	$	115,977	$	204,013
Initial direct costs prior to lease commencement		50,361		57,087
Capitalized cloud computing costs—net⁽¹⁾		17,991		14,910
Other deposits		6,872		6,877
Deferred financing fees		5,192		4,123
Other non-current assets		12,236		11,139
Total other non-current assets	$	208,629	$	298,149

(1)	Presented net of accumulated amortization of $5.4 million and $4.0 million as of April 30, 2022 and January 29, 2022, respectively.

NOTE 4—GOODWILL, TRADENAMES, TRADEMARKS AND OTHER INTANGIBLE ASSETS

The following sets forth the goodwill, tradenames, trademarks and other intangible assets activity for the RH Segment and Waterworks ~~(See~~(Refer to Note 17—Segment Reporting), for the three months ended ~~May 1, 2021~~ ~~(in thousands)~~:April 30, 2022:


					FOREIGN								FOREIGN
	JANUARY 30,				CURRENCY		MAY 1,		JANUARY 29,				CURRENCY		APRIL 30,
									2022		ADDITIONS		TRANSLATION		2022

	2021		ADDITIONS		TRANSLATION		2021		(in thousands)
RH Segment
Goodwill	$	141,100	$	—	$	52	$	141,152	$	141,100	$	—	$	(8)	$	141,092
Tradenames, trademarks and other intangible assets		54,663		574		—		55,237		56,161		327		—		56,488
Waterworks⁽¹⁾
Tradename ⁽²⁾		17,000		—		—		17,000		17,000		—		—		17,000

(1)	Waterworks reporting unit goodwill of ~~$51.1~~$51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal ~~2018, with $17.4 million and $33.7~~ ~~million of impairment recorded in fiscal 2018 and fiscal 2017, respectively.~~2018.

(2)	Presented net of an impairment charge of ~~$35.1~~$35 million ~~with $20.5 million and $14.6 million recorded~~recognized in previous fiscal ~~2020 and fiscal 2018, respectively.~~years.

~~Waterworks Tradename Impairment~~

During the first quarter of fiscal 2020, as a result of the COVID-19 health crisis and related Showroom closures and slowdown in construction activity, management updated the long-term financial projections for the Waterworks reporting unit which resulted in a significant decrease in forecasted revenues and profitability. We performed an interim impairment test on the Waterworks tradename and the estimated future cash flows of the Waterworks reporting unit indicated the fair value of the tradename asset was below its carrying amount. We determined fair value utilizing a discounted cash flow methodology under the relief-from-royalty method. Significant assumptions under this method include forecasted net revenues and the estimated royalty rate, expressed as a percentage of revenues, in addition to the discount rate based on the weighted-average cost of capital. Based on the impairment test performed, we concluded that the Waterworks reporting unit tradename was impaired as of May 2, 2020. As a result, we recognized a $20.5 million non-cash impairment charge for the Waterworks reporting unit tradename during the three months ended May 2, 2020.

NOTE 5—EQUITY METHOD INVESTMENTS

Equity method investments represent our 50 percent membership interests in 3 privately-held limited liability companies in Aspen, Colorado (each, an “Aspen LLC” and collectively, the “Aspen LLCs” or the “equity method investments”) which were formed during fiscal 2020 ~~and have~~for the purpose of acquiring, developing, operating and selling certain real estate projects in Aspen, Colorado. As we do not have a controlling financial interest in the Aspen LLCs but have the ability to exercise significant influence over the Aspen LLCs, we account for these investments using the equity method of accounting.

During the three months ended May 1, 2021, we recorded our proportionate share of equity method investments losses of $2.1 million, which is included in the condensed consolidated statements of operations and a corresponding decrease to the carrying value of ~~equity method investments~~ ~~on the condensed consolidated balance sheets as of May 1, 2021.~~

As of ~~May 1, 2021, $13.8~~April 30, 2022 and January 29, 2022, $9.6 million and $8.4 million, respectively, of promissory notes receivable, inclusive of accrued interest, are outstanding with the managing member, which are included in prepaid expense and other current assets on the condensed consolidated balance sheets. These promissory notes are expected to be settled in cash and not converted into additional equity investment in the Aspen LLCs.

~~An affiliate of the managing member of~~ We have made $105 million in capital contributions to the Aspen LLCs ~~became~~as contractually required and no further capital contributions are required other than payments made under a management services arrangement. Our maximum exposure to loss is the ~~landlord~~carrying value of ~~an additional RH Design Gallery in~~our capital contributed to the ~~first quarter~~equity method investments as of ~~fiscal 2021.~~April 30, 2022.


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During the three months ended April 30, 2022 and January 29, 2022, we recorded our proportionate share of equity method investments losses of $1.4 million and $2.1 million, respectively, which is included in the condensed consolidated statements of income and a corresponding decrease to the carrying value of equity method investments on the condensed consolidated balance sheets as of April 30, 2022. During the three months ended April 30, 2022, we did not receive any distributions or have any undistributed earnings of equity method investments.

NOTE 6—ACCOUNTS PAYABLE, ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accounts payable and accrued expenses consist of the ~~following (~~~~in thousands~~):following:


	MAY 1,		JANUARY 30,		APRIL 30,		JANUARY 29,
					2022		2022

	2021		2021		(in thousands)
Accounts payable	$	231,901	$	224,906	$	254,537	$	242,035
Accrued compensation		49,503		84,860		54,471		96,859
Accrued freight and duty		33,698		29,754		27,339		21,888
Accrued sales taxes		25,474		23,706		26,732		24,811
Accrued occupancy		21,252		17,671		26,208		28,088
Accrued professional fees						17,134		5,892
Accrued catalog costs		6,460		4,354		7,946		4,127
Accrued professional fees		4,532		5,383
Deferred consideration for asset purchase		—		14,387
Other accrued expenses		16,591		19,401		14,582		18,679
Total accounts payable and accrued expenses	$	389,411	$	424,422	$	428,949	$	442,379

Other current liabilities consist of the ~~following (~~~~in thousands~~):following:

MAY 1,

JANUARY 30,

2021

2021
Allowance for sales returns

$
28,649

$
25,559
Current portion of equipment promissory notes

28,067

22,747
Unredeemed gift card and merchandise credit liability

18,574

19,173
Finance lease liabilities

15,322

14,671
Product recall reserve

7,012

8,181
Other current liabilities

3,980

5,175
Total other current liabilities

$
101,604

$
95,506


	APRIL 30,		JANUARY 29,
	2022		2022

	(in thousands)
Unredeemed gift card and merchandise credit liability	$	25,237	$	22,712
Allowance for sales returns		24,709		25,256
Current portion of term loan		20,000		20,000
Finance lease liabilities		15,982		15,511
Current portion of equipment promissory notes		3,875		13,625
Federal and state tax payable⁽¹⁾		—		31,364
Other current liabilities		17,998		18,155
Total other current liabilities	$	107,801	$	146,623

(1)	Refer to Note 12—Income Taxes.

Contract Liabilities

We defer revenue associated with merchandise delivered via the home-delivery channel. We expect that substantially all of the deferred revenue and customer deposits as of ~~May 1, 2021~~April 30, 2022 will be recognized within the next six months as the performance obligations are satisfied. Deferred revenue also includes the unrecognized portion of the annual RH Members Program fee. New membership fees are recorded as deferred revenue when collected from customers and recognized as revenue based on expected product revenues over the annual membership period, based on historical trends of sales to members. Membership renewal fees are recorded as deferred revenue when collected from customers and are recognized as revenue on a straight-line basis over the membership period, or one year.


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In addition, we defer revenue when cash payments are received in advance of performance for unsatisfied obligations related to our gift cards. During the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ we recognized ~~$4.9~~$4.7 million and ~~$4.1~~$4.9 million, respectively, of revenue related to previous deferrals related to our gift cards. ~~During~~

We recognize breakage associated with gift cards proportional to actual gift card redemptions. Breakage of $0.7 million and $0.4 million was recorded in net revenues in the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020, we recognized gift card breakage of $0.4 million and $0.6 million,~~ respectively.

We expect that approximately 75% of the remaining gift card liabilities ~~as of May 1, 2021~~ will be recognized when the gift cards are redeemed by customers.


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NOTE 7—OTHER NON-CURRENT OBLIGATIONS

Other non-current obligations consist of the ~~following (~~~~in thousands~~):following:

MAY 1,

JANUARY 30,

2021

2021
Deferred payroll taxes

$
4,461

$
4,461
Rollover units and profit interests⁽¹⁾

3,597

3,490
Unrecognized tax benefits

3,324

3,114
Other non-current obligations

4,445

5,916
Total other non-current obligations

$
15,827

$
16,981

~~(1)~~

~~Represents rollover units and profit interests associated with the acquisition of Waterworks. Refer to Note 15~~—~~Stock-Based Compensation~~.


	APRIL 30,		JANUARY 29,
	2022		2022

	(in thousands)
Unrecognized tax benefits	$	3,491	$	3,471
Non-current portion of equipment promissory notes—net		—		1,129
Other non-current obligations		4,240		4,106
Total other non-current obligations	$	7,731	$	8,706

NOTE 8—LEASES

Lease costs—net consist of the ~~following (~~~~in thousands~~):following:


	THREE MONTHS ENDED				THREE MONTHS ENDED
	MAY 1,		MAY 2,		APRIL 30,		MAY 1,
					2022		2021

	2021		2020		(in thousands)
Operating lease cost⁽¹⁾	$	23,567	$	20,726	$	25,133	$	23,567
Finance lease costs
Amortization of leased assets⁽¹⁾		10,918		9,588		11,498		10,918
Interest on lease liabilities⁽²⁾		6,150		5,781		7,071		6,150
Variable lease costs ⁽³⁾		8,427		3,560		9,087		8,427
Sublease income⁽⁴⁾		(1,182)		(2,575)		(1,128)		(1,182)
Total lease costs—net	$	47,880	$	37,080	$	51,661	$	47,880

(1)

Operating lease costs and amortization of finance lease right-of-use assets are included in cost of goods sold or selling, general and administrative expenses on the condensed consolidated statements of ~~operations~~income based on our accounting policy. Refer to Note 3—Significant Accounting Policies in the ~~2020~~2021 Form 10-K.

(2)	Included in interest expense—net on the condensed consolidated statements of ~~operations.~~income.

(3)

Represents variable lease payments under operating and finance lease ~~agreements. The amounts~~agreements, primarily ~~represent~~associated with contingent rent based on a percentage of retail sales over contractual levels of ~~$6.3~~$6.7 million and ~~$2.0~~$6.3 million for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively, ~~as well as~~and charges associated with common area maintenance of ~~$2.1~~$2.4 million and ~~$1.6~~$2.1 million for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively. Other variable costs, which include single lease cost related to variable lease payments based on an index or rate that were not included in the measurement of the initial lease liability and right-of-use asset, were not material in ~~any~~either period.

(4)	Included inas an offset to selling, general and administrative expenses on the condensed consolidated statements of ~~operations.~~income.


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Lease right-of-use assets and lease liabilities consist of the ~~following (~~~~in thousands~~):following:


		MAY 1,		JANUARY 30,			APRIL 30,		JANUARY 29,
							2022		2022

		2021		2021			(in thousands)
	Balance Sheet Classification					Balance Sheet Classification
Assets
Operating leases	Operating lease right-of-use assets	$	541,841	$	456,164	Operating lease right-of-use assets	$	544,797	$	551,045
Finance leases ⁽¹⁾⁽²⁾	Property and equipment—net		718,001		711,804	Property and equipment—net		918,605		784,327
Total lease right-of-use assets		$	1,259,842	$	1,167,968		$	1,463,402	$	1,335,372
Liabilities
Current⁽³⁾
Operating leases	Operating lease liabilities	$	72,442	$	71,524	Operating lease liabilities	$	74,309	$	73,834
Finance leases	Other current liabilities		15,322		14,671	Other current liabilities		15,982		15,511
Total lease liabilities—current			87,764		86,195			90,291		89,345
Non-current
Operating leases	Non-current operating lease liabilities		532,142		448,169	Non-current operating lease liabilities		533,074		540,513
Finance leases	Non-current finance lease liabilities		501,118		485,481	Non-current finance lease liabilities		594,728		560,550
Total lease liabilities—non-current			1,033,260		933,650			1,127,802		1,101,063
Total lease liabilities		$	1,121,024	$	1,019,845		$	1,218,093	$	1,190,408

(1)	Finance lease right-of-use assets include capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from other non-current assets upon lease commencement.

(2)	Finance lease right-of-use assets are recorded net of accumulated amortization of ~~$144.0~~$185 million and ~~$133.0~~$174 million as of ~~May 1, 2021~~April 30, 2022 and January ~~30, 2021,~~29, 2022, respectively.

(3)	Current portion of lease liabilities represents the reduction of the related lease liability over the next 12 months.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 15

Table of Contents

The maturities of lease liabilities are as follows as of ~~May 1, 2021 (~~~~in thousands~~):April 30, 2022:


	OPERATING		FINANCE				OPERATING		FINANCE
FISCAL YEAR	LEASES		LEASES		TOTAL		LEASES		LEASES		TOTAL
Remainder of fiscal 2021	$	72,017	$	29,966	$	101,983
2022		88,706		40,352		129,058

							(in thousands)
Remainder of fiscal 2022							$	73,005	$	34,056	$	107,061
2023		80,696		40,771		121,467		91,430		45,762		137,192
2024		74,575		41,169		115,744		86,055		46,131		132,186
2025		74,475		42,385		116,860		84,275		47,338		131,613
2026		71,741		43,164		114,905		80,949		48,111		129,060
2027								76,416		49,052		125,468
Thereafter		276,516		575,649		852,165		238,655		773,145		1,011,800
Total lease payments⁽¹⁾⁽²⁾		738,726		813,456		1,552,182		730,785		1,043,595		1,774,380
Less—imputed interest ⁽³⁾		(134,142)		(297,016)		(431,158)		(123,402)		(432,885)		(556,287)
Present value of lease liabilities	$	604,584	$	516,440	$	1,121,024	$	607,383	$	610,710	$	1,218,093

(1)

Total lease payments include future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Total lease payments exclude ~~$667.4~~$512 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of ~~May 1, 2021,~~April 30, 2022, of which ~~$24.1~~$17 million, ~~$32.5~~$27 million, ~~$37.3~~$33 million, ~~$38.7~~$34 million, ~~$40.0~~$33 million and ~~$39.8~~$31 million will be paid in ~~fiscal 2021,~~ fiscal 2022, fiscal 2023, fiscal 2024, fiscal 2025, fiscal 2026 and fiscal ~~2026,~~2027, respectively, and ~~$455.0~~$337 million will be paid subsequent to fiscal ~~2026.~~2027.

(2)	Excludes future commitments under short-term lease agreements of ~~$1.8~~$0.9 million as of ~~May 1, 2021.~~April 30, 2022.

(3)	Calculated using the discount rate for each lease at lease commencement.

Supplemental information related to leases consists of the following:


	THREE MONTHS ENDED				THREE MONTHS ENDED
	MAY 1,		MAY 2,		APRIL 30,		MAY 1,
					2022		2021

	2021		2020		(in thousands)
Weighted-average remaining lease term (years)
Operating leases		9.5		8.7		8.9		9.5
Finance leases		18.2		18.4		21.1		18.2
Weighted-average discount rate
Operating leases		4.00%		3.82%		3.95%		4.00%
Finance leases		4.99%		5.25%		5.06%		4.99%


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 16

Table of Contents

Other information related to leases consists of the ~~following (in thousands):~~following:


	THREE MONTHS ENDED				THREE MONTHS ENDED
	MAY 1,		MAY 2,		APRIL 30,		MAY 1,
					2022		2021

	2021		2020		(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(25,456)	$	(10,786)	$	(25,199)	$	(25,456)
Operating cash flows from finance leases		(6,253)		(2,437)		(7,071)		(6,253)
Financing cash flows from finance leases		(3,671)		(2,068)		(3,559)		(3,671)
Total cash outflows from leases	$	(35,380)	$	(15,291)	$	(35,829)	$	(35,380)
Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations (non-cash)
Operating leases	$	103,088	$	1,198	$	12,459	$	103,088
Finance leases		19,611		58		38,252		19,611

~~Long-lived Asset Impairment~~

During the three months ended May 2, 2020, we recognized long-lived asset impairment charges of $3.5 million related to one RH Baby & Child and TEEN Gallery and one Waterworks showroom, comprised of lease right-of-use asset impairment of $2.0 million and property and equipment impairment of $1.5 million.

NOTE 9—CONVERTIBLE SENIOR NOTES

~~$350~~In June 2018, we issued in a private offering $300 million principal amount of 0.00% ~~Convertible Senior Notes~~convertible senior notes due ~~2024~~

2023 and issued an additional $35 million principal amount in connection with the overallotment option granted to the initial purchasers as part of the offering (collectively, the “2023 Notes”). In September 2019,, we issued in a private offering $350 million principal amount of 0.00% convertible senior notes due 2024 (the “2024 Notes” and, together with the 2023 Notes, the “Convertible Senior Notes” or the “Notes”). ~~The 2024~~Refer to Note 12—Convertible Senior Notes ~~are governed by the~~ in our consolidated financial statements in our 2021 Form 10-K for further information and terms of ~~an indenture between~~ the ~~Company and U.S. Bank National Association, as~~Notes, including the ~~Trustee. The 2024~~accounting policies related to the Notes ~~will mature on~~ ~~September 15, 2024, unless earlier purchased by us or converted. The 2024 Notes will not bear interest, except~~ that ~~the 2024 Notes will be subject to “special interest”~~were in ~~certain limited circumstances~~effect through fiscal 2021. In connection with our adoption of ASU 2020-06 in the ~~event~~first quarter of fiscal 2022, we recombined the previously outstanding equity component, which resulted in an increase in the balance of convertible debt outstanding. Refer to Note 2—Recently Issued Accounting Standards for further discussion of the impact of our ~~failure to perform certain~~adoption of ASU 2020-06 on our ~~obligations~~condensed consolidated financial statements.

The outstanding balances under the ~~indenture governing the 2024 Notes. The 2024~~2023 Notes ~~are unsecured obligations~~ and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Certain events are also considered “events of default” under the 2024 Notes, which may result in the acceleration of the maturity of the 2024 Notes, as described in the indenture governing the 2024 Notes. Events of default under the indenture for the 2024 Notes include, among other things, the occurrence of an event of default by us as defined under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company or any of its significant subsidiaries for money borrowed, if that event of default (i) constitutes the failure to pay when due indebtedness in the aggregate principal amount in excess of $20 million and (ii) such event of default continues for a period of 30 days after written notice is delivered to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% of the aggregate principal amount of the 2024 Notes then outstanding.

The initial conversion rate applicable to the 2024 Notes is 4.7304 shares of common stock per $1,000 principal amount of 2024 Notes, or a total of approximately 1.656 million shares for the total $350 million principal amount. This initial conversion rate is equivalent to an initial conversion price of approximately $211.40 per share, which represents a 25% premium to the $169.12 closing share price on the day the 2024 Notes were priced. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture governing the 2024 Notes, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2024 Notes in connection with such make-whole fundamental change.follows:


	APRIL 30,							JANUARY 29,
	2022							2022
			UNAMORTIZED							UNAMORTIZED
			DEBT		NET					DEBT		NET
	PRINCIPAL		ISSUANCE		CARRYING			PRINCIPAL		ISSUANCE		CARRYING
	AMOUNT		COST⁽¹⁾		AMOUNT			AMOUNT		COST⁽¹⁾		AMOUNT

	(in thousands)
Convertible senior notes due 2023⁽²⁾	$	19,778	$	(120)	$	19,658	$	74,390	$	(5,999)	$	68,391
Convertible senior notes due 2024⁽³⁾		80,880		(492)		80,388		219,638		(31,577)		188,061
Total convertible senior notes	$	100,658	$	(612)	$	100,046	$	294,028	$	(37,576)	$	256,452

(1)

As of April 30, 2022, the balance includes debt issuance costs inclusive of original issuers’ discount. As of January 29, 2022, the balance includes debt issuance costs inclusive of original issuers’ discount, as well as the previously outstanding equity component that was recombined upon the adoption of ASU 2020-06 in the first quarter of fiscal 2022, which was $5.7 million for the 2023 Notes and $30 million for the 2024 Notes. Refer to Note 2—Recently Issued Accounting Standards.

(2)	As of April 30, 2022, $20 million of the 2023 Notes remains outstanding and is classified as convertible senior notes due 2023—net. The 2023 Notes outstanding as of January 29, 2022 included a current portion of $9.4 million and a non-current portion of $59 million.

(3)	As of April 30, 2022, $81 million of the 2024 Notes remains outstanding and is classified as convertible senior notes due 2024—net. The 2024 Notes outstanding as of January 29, 2022 included a current portion of $3.6 million and a non-current portion of $184 million.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 17

Table of Contents

2023 Notes and 2024 Notes—Bond Hedge and Warrant Terminations and Notes Repurchase

During the three months ended April 30, 2022, we entered into agreements with certain financial institutions (collectively, the “Counterparties”) to repurchase all of the warrants issued in connection with the 2023 Notes and 2024 Notes at an aggregate purchase price of $184 million and $203 million, respectively, subject to adjustment for a settlement feature based on pricing formulations linked to the trading price of our common stock over a volume weighted-average price measurement period of two or three days. Upon entering into these agreements, the warrants were reclassified from stockholders’ equity to current liabilities on the condensed consolidated balance sheets, and accordingly, we recognized a corresponding net loss on the fair value adjustment of the warrants of $4.2 million, which is classified within other income—net in the condensed consolidated statements of income. Upon settlement of these agreements in April 2022, we paid an aggregate of $391 million in cash to terminate the warrants.

During the three months ended April 30, 2022, we entered into agreements with the Counterparties to terminate all of the convertible note bond hedges issued in connection with the 2023 Notes and 2024 Notes to receive an aggregate closing price of $56 million and $180 million, respectively, subject to adjustment for a settlement feature based on pricing formulations linked to the trading price of our common stock over a three day volume weighted-average price measurement period. Upon entering into these agreements, the bond hedges were reclassified from stockholders’ equity to current assets on the condensed consolidated balance sheets, and accordingly, we recognized a corresponding loss on the fair value adjustment of the settlement feature of $4.3 million, which is classified within other income—net in the condensed consolidated statements of income. Upon settlement of these agreements in April 2022, we received an aggregate of $232 million in cash for the termination of the bond hedges.

During the three months ended April 30, 2022, we entered into individual privately negotiated transactions with certain holders of the 2023 Notes and 2024 Notes to repurchase in cash $45 million and $135 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively (the “Notes Repurchase”). The Notes Repurchase provided for an estimated settlement cost of $325 million, subject to adjustment to the final settlement cost for an embedded feature based on pricing formulations linked to the trading price of our common stock over a five day volatility weighted-average price measurement period that ended on April 29, 2022. Upon execution of these agreements, we determined that we had modified the debt substantially and applied an extinguishment accounting model. Accordingly, we derecognized the aggregate principal amount of $180 million of the Convertible Senior Notes related to the extinguishment of such notes, and subsequently recognized a new financing liability with a fair value of $325 million. An embedded derivative related to the conversion feature was bifurcated from the new financing liability and separately recognized with an initial fair value of $278 million, with the remaining $47 million classified as debt and recognized at its amortized cost basis. Accordingly, we recognized a loss on extinguishment of debt of $146 million upon the execution of these agreements, inclusive of acceleration of amortization of debt issuance costs of approximately $1.0 million. Upon the completion of the price measurement period in April 2022, a total of $314 million was due to the holders, representing the combined carrying value of the debt liability of $47 million, as well as the fair value of the bifurcated embedded equity derivative of $267 million. Accordingly, we recognized a gain on the fair value adjustment of the bifurcated embedded equity derivative of $11 million, which is classified within other income—net in the condensed consolidated statements of income. The resulting debt liability and bifurcated embedded equity derivative were settled in full for $314 million in cash upon closing of the Notes Repurchase on May 3, 2022.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 18

Table of Contents

$350 million 0.00% Convertible Senior Notes due 2024

Prior to June 15, 2024,, the 2024 Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after December 31, 2019, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the 5 consecutive business day period after any 10ten consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of 2024 Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. The first condition was satisfied from the calendar quarter ended September 30, 2020 through the calendar quarter ended ~~March 31, 2021~~June 30, 2022 and, accordingly, holders were eligible to convert their 2024 Notes beginning in the calendar quarter ended December 31, 2020 and are currently eligible to convert their 2024 Notes during the calendar quarter ending June 30, ~~2021.~~2022. On and after June 15, 2024,, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2024 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2024 Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period, it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $1,000.

~~We may not redeem~~During the three months ended April 30, 2022, holders of $3.6 million in aggregate principal amount of the 2024 ~~Notes; however, upon~~Notes elected to exercise the ~~occurrence~~early conversion option and we elected to settle such conversions using combination settlement comprised of ~~a fundamental change (as defined in the indenture governing the notes), holders may require us to purchase all or a portion of their 2024 Notes for~~ cash ~~at a price~~ equal to ~~100% of~~ the principal amount of the 2024 Notes ~~to be purchased plus any accrued~~converted and ~~unpaid special interest to, but excluding,~~shares of our common stock for the ~~fundamental change purchase date.~~

~~Under GAAP, certain convertible debt instruments that may be settled~~remaining conversion value. During the three months ended April 30, 2022, we paid $3.6 million in cash onand delivered 9,760 shares of common stock to settle the early conversion ~~are required to be separately accounted for as liability and equity components~~of these 2024 Notes. We also received 9,760 shares of common stock from the exercise of a portion of the ~~instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for~~convertible bond hedge we purchased concurrently with the issuance of the 2024 ~~Notes, we separated~~Notes.

The remaining liability for the 2024 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is ~~recognized~~classified as a debt discount, represents the difference between the proceeds from the issuance of the 2024 Notes and the fair value of the liability component of the 2024 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 5.74% over the expected life of the 2024 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

Debt issuance costs related to the 2024 Notes were comprised of discounts upon original issuance of $3.5 million and third party offering costs of $1.3 million. In accounting for the debt issuance costs related to the issuance of the 2024 Notes, we allocated the total amount incurred to the liability and equity components basednon-current obligation on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2024 Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity.

~~Discounts and third party offering costs attributable to the liability component are recorded as a contra-liability and are presented net against the~~ ~~convertible senior notes due 2024~~ ~~balance on the~~our condensed consolidated balance ~~sheets. During both~~sheets since the ~~three months ended May 1, 2021 and May 2, 2020, we recorded $0.2 million related to the amortization of debt issuance costs.~~


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 18

~~Table of Contents~~

~~The carrying values~~settlement of the outstanding 2024 Notes ~~excluding the discounts upon original issuance and third party offering costs, are as follows (~~will be made, at our election, in ~~thousands~~):

MAY 1,

JANUARY 30,

2021

2021
Liability component




Principal

$
350,000

$
350,000
Less: Debt discount

(61,720)

(65,818)
Net carrying amount

$
288,280

$
284,182
Equity component ⁽¹⁾

$
87,252

$
87,252

~~(1)~~

~~Included in~~ ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets.~~

We recorded interest expense of $4.1 million and $3.9 million for the amortization of the debt discount related to the 2024 Notes during the three months ended May 1, 2021 and May 2, 2020, respectively.

~~2024 Notes—Convertible Bond Hedge and Warrant Transactions~~

~~In connection with the offering of the 2024 Notes and exercise of the overallotment option in~~ ~~September 2019, we entered into convertible note hedge transactions whereby we have the option to purchase a total of approximately 1.656 million~~cash, shares of our common stock, ator a ~~price~~combination of approximately $211.40 per share. The total cost of the convertible note hedge transactions was approximately $91.4 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 1.656 millioncash and shares of our common stock at a price of $338.24 per share, which represents a 100% premium to the $169.12 closing share price on the day the 2024 Notes were priced. The warrants contain certain adjustment mechanisms whereby the total number of shares to be purchased under such warrants may be increased up to a cap of approximately 3.3 million shares of common stock (which cap may also be subject to adjustment). We received approximately $50.2 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual earnings dilution from the conversion of the 2024 Notes until our common stock is above approximately $338.24 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets.~~stock.

We recorded a deferred tax liability of $21.7 million in connection with the debt discount associated with the 2024 Notes and recorded a deferred tax asset of $22.7 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in ~~deferred tax assets~~ ~~on the condensed consolidated balance sheets.~~


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 19

~~Table of Contents~~

$335 million 0.00% Convertible Senior Notes due 2023

In ~~June 2018~~, we issued in a private offering $300 million principal amount of 0.00% convertible senior notes due 2023 and issued an additional $35 million principal amount in connection with the overallotment option granted to the initial purchasers as part of the offering (collectively, the “2023 Notes”). The 2023 Notes are governed by the terms of an indenture between the Company and U.S. Bank National Association, as the Trustee. The 2023 Notes will mature on ~~June 15, 2023~~, unless earlier purchased by us or converted. The 2023 Notes will not bear interest, except that the 2023 Notes will be subject to “special interest” in certain limited circumstances in the event of our failure to perform certain of our obligations under the indenture governing the 2023 Notes. The 2023 Notes are unsecured obligations and do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness or the issuance or repurchase of securities by us or any of our subsidiaries. Certain events are also considered “events of default” under the 2023 Notes, which may result in the acceleration of the maturity of the 2023 Notes, as described in the indenture governing the 2023 Notes. Events of default under the indenture for the 2023 Notes include, among other things, the occurrence of an event of default by us as defined under any mortgage, indenture or instrument under which there may be issued, or by which there may be secured or evidenced, any indebtedness of the Company or any of its significant subsidiaries for money borrowed, if that event of default (i) constitutes the failure to pay when due indebtedness in the aggregate principal amount in excess of $20 million and (ii) such event of default continues for a period of 30 days after written notice is delivered to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% of the aggregate principal amount of the 2023 Notes then outstanding.

The initial conversion rate applicable to the 2023 Notes is 5.1640 shares of common stock per $1,000 principal amount of 2023 Notes, which is equivalent to an initial conversion price of approximately $193.65 per share. The conversion rate will be subject to adjustment upon the occurrence of certain specified events, but will not be adjusted for any accrued and unpaid special interest. In addition, upon the occurrence of a “make-whole fundamental change” as defined in the indenture governing the 2023 Notes, we will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert its 2023 Notes in connection with such make-whole fundamental change.

Prior to March 15, 2023, the 2023 Notes are convertible only under the following circumstances: (1) during any calendar quarter commencing after September 30, 2018, if, for at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on the last trading day of the immediately preceding calendar quarter, the last reported sale price of our common stock on such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; (2) during the 5 consecutive business day period after any 10 consecutive trading day period in which, for each day of that period, the trading price per $1,000 principal amount of 2023 Notes for such trading day was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate on such trading day; or (3) upon the occurrence of specified corporate transactions. The first condition was satisfied from the calendar quarter ended September 30, 2020 through the calendar quarter ended ~~March 31, 2021~~June 30, 2022 and, accordingly, holders were eligible to convert their 2023 Notes beginning in the calendar quarter ended December 31, 2020 and are currently eligible to convert their 2023 Notes during the calendar quarter ending June 30, ~~2021.~~2022. On and after March 15, 2023,, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or a portion of their 2023 Notes at any time, regardless of the foregoing circumstances. Upon conversion, the 2023 Notes will be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock. If the Company has not delivered a notice of its election of settlement method prior to the final conversion period, it will be deemed to have elected combination settlement with a dollar amount per note to be received upon conversion of $1,000.

We may not redeem the 2023 Notes; however, upon the occurrence of a fundamental change (as defined in the indenture governing the notes), holders may require us to purchase all or a portion of their 2023 Notes for cash at a price equal to 100% of the principal amount of the 2023 Notes to be purchased plus any accrued and unpaid special interest to, but excluding, the fundamental change purchase date.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 2019

Table of Contents

Under GAAP, certain convertible debt instruments that may be settled in cash on conversion are required to be separately accounted for as liability and equity components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for the issuance of the 2023 Notes, we separated the 2023 Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component, which is recognized as a debt discount, represents the difference between the proceeds from the issuance of the 2023 Notes and the fair value of the liability component of the 2023 Notes. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) will be amortized to interest expense using an effective interest rate of 6.35% over the expected life of the 2023 Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

Debt issuance costs related to the 2023 Notes were comprised of discounts upon original issuance of $1.7 million and third party offering costs of $4.6 million. In accounting for the debt issuance costs related to the issuance of the 2023 Notes, we allocated the total amount incurred to the liability and equity components based on their relative values. Debt issuance costs attributable to the liability component are amortized to interest expense using the effective interest method over the expected life of the 2023 Notes, and debt issuance costs attributable to the equity component are netted with the equity component in stockholders’ equity.

~~Discounts and third party offering costs attributable to the liability component are recorded as a contra-liability and are presented net against the~~ ~~convertible senior notes due 2023~~ ~~balance on the condensed consolidated balance sheets.~~ During the three months ended ~~May 1, 2021 and May 2, 2020, we recorded $0.3 million and $0.2 million, respectively, related to the amortization of debt issuance costs.~~

~~In December 2020,~~April 30, 2022, holders of ~~$2.4~~$9.4 million in aggregate principal amount of the 2023 Notes elected to exercise the early conversion atoption and we elected to settle such conversions using combination settlement comprised of cash equal to the ~~option~~principal amount of the ~~noteholders.~~2023 Notes converted and shares of our common stock for the remaining conversion value. During the three months ended ~~May 1, 2021,~~April 30, 2022, we paid ~~$2.4~~$9.4 million in cash and delivered ~~7,307~~27,213 shares of common stock to settle the ~~converted~~early conversion of these 2023 Notes. ~~As a result, we recognized a loss on extinguishment of the liability component of $0.1 million in the three months ended May 1, 2021.~~ We also received ~~7,305~~27,208 shares of common stock from the exercise of a portion of the convertible bond hedge we purchased concurrently with the issuance of the 2023 Notes, ~~as described below,~~ and therefore, on a net basis issued 25 shares of our common stock in respect to such settlement of the converted 2023 Notes.

~~In May 2021, holders of $30.8 million in aggregate principal amount of~~The remaining liability for the 2023 Notes ~~elected conversion at~~is classified as a non-current obligation on our condensed consolidated balance sheets since the ~~option~~settlement of the ~~noteholders. During the second quarter of fiscal 2021, we expect to pay $30.8 million~~outstanding 2023 Notes will be made, at our election, in cash, and to deliver an immaterial number of shares of common stock to settle the converted 2023 Notes, net of the shares of common stock we expect to receive from the exercise of a portion of the convertible bond hedge we purchased concurrently with the issuance of the 2023 Notes as described below.

~~The carrying values of the 2023 Notes, excluding the discounts upon original issuance and third party offering costs, are as follows (~~~~in thousands~~):

MAY 1,

JANUARY 30,

2021

2021
Liability component




Principal

$
332,644

$
335,000
Less: Debt discount

(42,171)

(47,064)
Net carrying amount

$
290,473

$
287,936
Equity component ⁽¹⁾

$
90,756

$
90,990

~~(1)~~

~~Included in~~ ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets.~~

We recorded interest expense of $4.6 million and $4.3 million for the amortization of the debt discount related to the 2023 Notes during the three months ended May 1, 2021 and May 2, 2020, respectively.


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 21

~~Table of Contents~~

~~2023 Notes—Convertible Bond Hedge and Warrant Transactions~~

~~In connection with the offering of the 2023 Notes and exercise of the overallotment option in~~ ~~June 2018, we entered into convertible note hedge transactions whereby we have the option to purchase a total of approximately 1.730 million~~ shares of our common stock, ator a ~~price~~combination of approximately $193.65 per share. The total cost of the convertible note hedge transactions was approximately $91.9 million. In addition, we sold warrants whereby the holders of the warrants have the option to purchase a total of approximately 1.730 millioncash and shares of our common stock at a price of $309.84 per share. The warrants contain certain adjustment mechanisms whereby the total number of shares to be purchased under such warrants may be increased up to a cap of approximately 3.5 million shares of common stock (which cap may also be subject to adjustment). We received approximately $51.0 million in cash proceeds from the sale of these warrants. Taken together, the purchase of the convertible note hedges and sale of the warrants are intended to offset any actual earnings dilution from the conversion of the 2023 Notes until our common stock is above approximately $309.84 per share. As these transactions meet certain accounting criteria, the convertible note hedges and warrants are recorded in stockholders’ equity, are not accounted for as derivatives and are not remeasured each reporting period. The net costs incurred in connection with the convertible note hedge and warrant transactions were recorded as a reduction to ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets.~~stock.

We recorded a deferred tax liability of $22.3 million in connection with the debt discount associated with the 2023 Notes and recorded a deferred tax asset of $22.5 million in connection with the convertible note hedge transactions. The deferred tax liability and deferred tax asset are recorded in ~~deferred tax assets~~ ~~on the condensed consolidated balance sheets.~~

NOTE 10—CREDIT FACILITIES

The outstanding balances under our credit facilities were as ~~follows (~~~~in thousands~~):follows:


	MAY 1,						JANUARY 30,						APRIL 30,						JANUARY 29,
	2021						2021						2022						2022
			UNAMORTIZED						UNAMORTIZED						UNAMORTIZED						UNAMORTIZED
			DEBT		NET				DEBT		NET				DEBT		NET				DEBT		NET
	OUTSTANDING		ISSUANCE		CARRYING		OUTSTANDING		ISSUANCE		CARRYING		OUTSTANDING		ISSUANCE		CARRYING		OUTSTANDING		ISSUANCE		CARRYING
	AMOUNT		COSTS		AMOUNT		AMOUNT		COSTS		AMOUNT		AMOUNT		COSTS		AMOUNT		AMOUNT		COSTS		AMOUNT

													(in thousands)
Asset based credit facility⁽¹⁾	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Equipment promissory notes⁽²⁾		31,942		(136)		31,806		37,532		(171)		37,361
Term loan credit agreement⁽²⁾														1,990,000		(20,962)		1,969,038		1,995,000		(21,797)		1,973,203
Equipment promissory notes⁽³⁾														3,875		(2)		3,873		14,785		(31)		14,754
Total credit facilities	$	31,942	$	(136)	$	31,806	$	37,532	$	(171)	$	37,361	$	1,993,875	$	(20,964)	$	1,972,911	$	2,009,785	$	(21,828)	$	1,987,957

(1)

Deferred financing fees associated with the asset based credit facility as of ~~May 1, 2021~~April 30, 2022 and January ~~30, 2021~~29, 2022, were ~~$1.3~~$3.9 million and ~~$1.5~~$4.1 million, respectively, and are included in other non-current assets on the condensed consolidated balance sheets. The deferred financing fees are amortized on a straight-line basis over the life of the revolving line of credit, which has a maturity date of ~~June 28, 2022.~~July 29, 2026.

(2)

Represents the Term Loan Credit Agreement (defined below), of which outstanding amounts of $2.0 billion and $20 million were included in term loan—net and other current liabilities on the condensed consolidated balance sheets, respectively, in both periods presented. The maturity date of the Term Loan Credit Agreement is October 20, 2028.

(3)

Represents total equipment security notes secured by certain of our property and equipment, all of which ~~$28.1 million outstanding~~ was included in other current liabilities on the condensed consolidated balance sheets as of ~~May 1, 2021. The remaining $3.8 million outstanding, included in~~ ~~equipment promissory notes~~—~~net~~ ~~on the condensed consolidated balance sheets, has principal payments due of $2.6 million and $1.2 million in fiscal 2022 and fiscal 2023, respectively.~~April 30, 2022.

Asset Based Credit Facility & Term Loan Facilities

InOn August 3, 2011, Restoration Hardware, Inc. (“RHI”), a wholly-owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into ~~a credit agreement with~~the Ninth Amended and Restated Credit Agreement (as amended prior to June 28, 2017, the “Original Credit Agreement”) by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent (the “ABL Agent”).

On June 28, 2017, RHI entered into the Eleventh Amended and Restated Credit Agreement (as amended prior to July 29, 2021, the “11^th A&R Credit Agreement”) by and among RHI, Restoration Hardware Canada, Inc., certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders ~~(the “Original~~party thereto and the ABL Agent, which amended and restated the Original Credit ~~Agreement”).~~Agreement.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 2220

Table of Contents

On ~~June 28, 2017, Restoration Hardware, Inc.~~July 29, 2021, RHI entered into ~~an eleventh amended~~the Twelfth Amended and ~~restated credit agreement~~Restated Credit Agreement (as amended, the ~~“Credit~~“ABL Credit Agreement”) by and among ~~Restoration Hardware, Inc.,~~RHI, Restoration Hardware Canada, Inc., ~~various~~certain other subsidiaries of RH named therein as borrowers or guarantors, the lenders party thereto and ~~Bank of America, N.A. as administrative agent and collateral agent (“First Lien Administrative Agent”),~~the ABL Agent, which amended and restated the ~~Original~~11^th A&R Credit Agreement. The ABL Credit Agreement has a revolving line of credit with initial availability of up to ~~$600.0~~$600 million, of which ~~$10.0~~$10 million is available to Restoration Hardware Canada, Inc., and includes a ~~$200.0~~$300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from ~~$600.0~~$600 million to up to ~~$800.0~~$900 million if and to the extent the lenders ~~whether existing lenders or new lenders, agree to increase~~revise their credit ~~commitments. In addition, the~~commitments to encompass a larger facility. The ABL Credit Agreement ~~established an $80.0~~provides that the $300 million ~~last in, last out (“LILO”)~~accordion, or a portion thereof, may be added as a first-in, last-out term loan facility if and to the extent the lenders revise their credit commitments for such facility. The ABL Credit Agreement further provides the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the ABL Credit Agreement are met. The maturity date of the ABL Credit Agreement is ~~June 28, 2022.~~

On April 4, 2019, Restoration Hardware, Inc., entered into a third amendment to the Credit Agreement (the “Third Amendment”). The Third Amendment, among other things, (a) established a $120.0 million first in, last out (“FILO”) term loan facility, which amount was fully borrowed as of April 4, 2019 and which incurs interest at a rate that is 1.25% greater than the interest rate applicable to the revolving loans provided for under the Credit Agreement at any time, (b) provided for additional permitted indebtedness, as defined in the Credit Agreement, that the loan parties can incur, and (c) modified the borrowing availability under the Credit Agreement in certain circumstances. We repaid the full amount of the FILO term loan as of February 1, 2020.

On May 31, 2019, Restoration Hardware, Inc. entered into a fourth amendment to the Credit Agreement (the “Fourth Amendment”). The Fourth Amendment, among other things, amends the Credit Agreement to (a) extend the time to deliver monthly financial statements to the lenders for the fiscal months ending February 2019 and March 2019 until June 19, 2019, (b) remove the requirement to deliver monthly financial statements to the lenders for the last fiscal month of any fiscal quarter, and (c) waive any default or event of default under the Credit Agreement relating to the delivery of monthly financial statements or other information to lenders for the fiscal months ending February 2019 and March 2019.July 29, 2026.

The availability of credit at any given time under the ABL Credit Agreement ~~is limited~~will be constrained by ~~reference to~~the terms and conditions of the ABL Credit Agreement, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts ~~receivable.~~receivable, and other restrictions contained in the ABL Credit Agreement. All obligations under the ABL Credit Agreement are secured by substantial assets of the loan parties, including inventory, receivables and certain types of intellectual property.

Borrowings under the revolving line of credit (other than swing line loans, which are subject to interest at the base rate) bear interest, at the borrower’s option, at either the base rate or LIBOR subject to a 0.00% LIBOR floor (or, in the case of the Canadian borrowings, the “BA Rate” or the “Canadian Prime Rate”, as such terms are defined in the ABL Credit Agreement, for the Canadian borrowings denominated in Canadian dollars, or the “U.S. Index Rate”, as such term is defined in the ABL Credit Agreement, or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable interest rate margin, in each case. The ABL Credit Agreement contains customary provisions addressing the transition from LIBOR.

The ABL Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size.

The ABL Credit Agreement does not contain any significant financial ratio covenants or coverage ratio covenants other than a consolidated fixed charge coverage ratio (“FCCR”) covenant based on the ratio of (i) consolidated EBITDA to the amount of (ii) debt service costs plus certain other amounts, including dividends and distributions and prepayments of debt as defined in the ABL Credit Agreement (the “FCCR Covenant”). The FCCR Covenant only applies in certain limited circumstances, including when the unused availability under the ABL Credit Agreement drops below the greater of (A) $40 million and (B) an amount based on 10% of the total borrowing availability at the time. The FCCR Covenant ratio is set at 1.0 and measured on a trailing twelve-month basis. As of April 30, 2022, RHI was in compliance with the FCCR Covenant.

The ABL Credit Agreement requires a daily sweep of all cash receipts and collections to prepay the loans under the agreement while (i) an event of default exists or (ii) when the unused availability under the ABL Credit Agreement drops below the greater of (A) $40 million and (B) an amount based on 10% of the total borrowing availability at the time.

The ABL Credit Agreement contains customary representations and warranties, events of defaults and other customary terms and conditions for an asset based credit facility.

The availability of the revolving line of credit at any given time under the ABL Credit Agreement is limited by the terms and conditions of the ABL Credit Agreement, including the amount of collateral available, a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable, and other restrictions contained in the ABL Credit Agreement. As a result, ~~of the borrowing base formula,~~ actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit). ~~All obligations under~~As of April 30, 2022, the Credit Agreement are secured by substantially all of the assets, including accounts receivable, inventory, intangible assets, property, equipment, goods and fixtures of Restoration Hardware, Inc., Restoration Hardware Canada, Inc., RH US, LLC, Waterworks Operating Co., LLC and Waterworks IP Co., LLC.

~~Borrowings~~amount available for borrowing under the revolving line of credit ~~are subject to interest, at~~under the borrowers’ option, at either the bank’s reference rate or London Inter-bank Offered Rate (“LIBOR”) (or, in the case of the revolving line of credit, the Bank of America “BA” Rate or the Canadian Prime Rate, as such terms are defined in theABL Credit Agreement ~~for Canadian borrowings denominated~~was $444 million, net of $20 million in ~~Canadian dollars or the United States Index Rate or LIBOR for Canadian borrowings denominated in United States dollars) plus an applicable margin rate, in each case.~~

The Credit Agreement contains various restrictive covenants, including, among others, limitations on the ability to incur liens, make loans or other investments, incur additional debt, issue additional equity, merge or consolidate with or into another person, sell assets, pay dividends or make other distributions, or enter into transactions with affiliates, along with other restrictions and limitations typical to credit agreementsoutstanding letters of this type and size. The Credit Agreement also contains various affirmative covenants, including the obligation to deliver notice to the First Lien Administrative Agent following the Company’s obtaining knowledge of any matter that has resulted or could reasonably be expected to result in a “Material Adverse Effect” (as defined in the Credit Agreement).

In addition, under the Credit Agreement, we are required to meet specified financial ratios in order to undertake certain actions, and we may be required to maintain certain levels of excess availability or meet a specified consolidated fixed-charge coverage ratio (“FCCR”). Subject to certain exceptions, the trigger for the FCCR occurs if the domestic availability under the revolving line of credit is less than the greater of (i) $40.0 million and (ii) 10% of the lesser of (x) the domestic revolving commitments under the Credit Agreement and (y) the domestic revolving borrowing base. If the availability under the Credit Agreement is less than the foregoing amount, then Restoration Hardware, Inc. is required subject to certain exceptions to maintain an FCCR of at least one to one. As of May 1, 2021, Restoration Hardware, Inc. was in compliance with all applicable financial covenants of the Credit Agreement.credit.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 2321

Table of Contents

~~The~~Term Loan Credit Agreement ~~requires~~

On October 20, 2021, RHI entered into a ~~daily sweep~~Term Loan Credit Agreement (the “Term Loan Credit Agreement”) by and among RHI as the borrower, the lenders party thereto and Bank of America, N.A. as administrative agent and collateral agent (in such capacities, the “Term Agent”) with respect to an initial term loan (the “Term Loan”) in an aggregate principal amount equal to $2,000,000,000 with a maturity date of October 20, 2028.

The Term Loan bears interest at an annual rate based on LIBOR subject to a 0.50% LIBOR floor plus an interest rate margin of 2.50% (with a stepdown of the interest rate margin if RHI achieves a specified public corporate family rating). LIBOR is a floating interest rate that resets periodically during the life of the Term Loan. At the date of borrowing, the interest rate was set at the LIBOR floor of 0.50% plus 2.50% and the Term Loan was issued at a discount of 0.50% to face value. The Term Loan Credit Agreement contains customary provisions addressing future transition from LIBOR.

All obligations under the Term Loan are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all ~~cash receipts~~of their assets (subject to customary and ~~collections~~other exceptions) to ~~prepay~~secure the Term Loan. Substantially all of the collateral securing the Term Loan also secures the loans and other credit extensions under the ABL Credit Agreement. On October 20, 2021, in connection with the Term Loan Credit Agreement, RHI and certain other subsidiaries of RH party to the Term Loan Credit Agreement and the ABL Credit Agreement, as the case may be, entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with the Term Agent and the ABL Agent. The Intercreditor Agreement establishes various customary inter-lender terms, including, without limitation, with respect to priority of liens, permitted actions by each party, application of proceeds, exercise of remedies in case of default, releases of liens and certain limitations on the amendment of the ABL Credit Agreement and the Term Loan Credit Agreement without the consent of the other parties.

The borrowings under the Term Loan Credit Agreement may be prepaid in whole or in part at any time, subject to a prepayment premium of 1.0% in connection with any repricing transaction within the six months following the closing date of the Term Loan Credit Agreement.

The Term Loan Credit Agreement contains various restrictive and affirmative covenants, including required financial reporting, limitations on granting certain liens, limitations on making certain loans or investments, limitations on incurring additional debt, restricted payment limitations limiting the payment of dividends and certain other transactions and distributions, limitations on transactions with affiliates, along with other restrictions and limitations similar to those frequently found in credit agreements of a similar type and size, but provides for unlimited exceptions in the case of incurring indebtedness, granting of liens and making investments, dividend payments, and payments of material junior indebtedness, subject to satisfying specified leverage ratio tests.

The Term Loan Credit Agreement does not contain a financial maintenance covenant.

The Term Loan Credit Agreement contains customary representations and warranties, events of defaults and other customary terms and conditions for a term loan credit agreement.

On May 13, 2022, subsequent to our first quarter of fiscal 2022, RHI entered into a 2022 Incremental Amendment (the “2022 Incremental Amendment”) with Bank of America, N.A., as administrative agent, amending the Term Loan Credit Agreement (the Term Loan Credit Agreement as amended by the 2022 Incremental Amendment, the “Amended Term Loan Credit Agreement”). Pursuant to the terms of the 2022 Incremental Amendment, RHI incurred incremental term loans (the “2022 Incremental Term Debt”) in an aggregate principal amount equal to $500 million with a maturity date of October 20, 2028. The 2022 Incremental Term Debt constitutes a separate class from the existing term loans under the ~~agreement while (i)~~Term Loan Credit Agreement.

The 2022 Incremental Term Debt bears interest at an ~~event~~annual rate based on the SOFR subject to a 0.50% SOFR floor plus an interest rate margin of ~~default exists or (ii) the availability under the revolving line~~3.25% plus a credit spread adjustment of ~~credit for extensions of credit is less~~0.10%. Other than the ~~greater of (A) $40.0 million and (B) 10% of~~terms relating the sum of (a) the lesser of (x) the aggregate revolving commitments under the Credit Agreement and (y) the aggregate revolving borrowing base, plus (b) the lesser of (x) the then outstanding amount of the LILO term loan or (y) the LILO term loan borrowing base.

The Credit Agreement includes customary events of default, in certain cases subject to customary periods to cure. The occurrence of an event of default, following the applicable cure period, would permit the lenders to, among other things, terminate any existing commitments under the Credit Agreement and declare the unpaid principal, accrued and unpaid interest and all other amounts payable under the Credit Agreement to be immediately due and payable.

As of May 1, 2021, we had 0 outstanding borrowings under the revolving credit facility portion of the Credit Agreement. The availability of credit at any given time under the Credit Agreement is limited by reference to a borrowing base formula based upon numerous factors, including the value of eligible inventory and eligible accounts receivable. As a result of the borrowing base formula, actual borrowing availability under the revolving line of credit could be less than the stated amount of the revolving line of credit (as reduced by the actual borrowings and outstanding letters of credit under the revolving line of credit). Under2022 Incremental Term Debt, the terms of ~~such provisions,~~ the ~~amount under the revolving line of credit borrowing base that could be available pursuant to the~~Amended Term Loan Credit Agreement remain substantially the same as the terms of ~~May 1, 2021 was $285.6 million, net~~the existing Term Loan Credit Agreement, including representations and warranties, covenants and events of ~~$20.1 million in outstanding letters~~default.


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Table of ~~credit.~~Contents

Equipment Loan Facility

On September 5, 2017, ~~Restoration Hardware, Inc.~~RHI entered into a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC (“BAL”) pursuant to which BAL and weRHI agreed that BAL would finance certain equipment of ours from time to time, with each such equipment financing to be evidenced by an equipment security note setting forth the terms for each particular equipment loan. Each equipment loan is secured by a purchase money security interest in the financed equipment. As of ~~May 1, 2021,~~April 30, 2022, the equipment security notes bore interest at a weighted-average rate of ~~4.56%~~4.53%. The maturity dates of the equipment security notes vary, but generally have a maturity of three or four years. We are required to make monthly installment payments under the equipment security notes.

~~NOTE 11—FAIR VALUE MEASUREMENTS~~

Certain financial assets and liabilities are required to be carried at fair value. Fair value is the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date. In determining the fair value, we utilize market data or assumptions that we believe market participants would use in pricing the asset or liability, which would maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible, including assumptions about risk and the risks inherent in the inputs of the valuation technique.

The degree of judgment used in measuring the fair value of financial instruments generally correlates to the level of pricing observability. Pricing observability is impacted by a number of factors, including the type of financial instrument, whether the financial instrument is new to the market and not yet established and the characteristics specific to the transaction. Financial instruments with readily available active quoted prices for which fair value can be measured generally will have a higher degree of pricing observability and a lesser degree of judgment used in measuring fair value. Conversely, financial instruments rarely traded or not quoted will generally have less, or no, pricing observability and a higher degree of judgment used in measuring fair value.

~~Our financial assets and liabilities measured and reported at fair value are classified and disclosed in one of the following categories:~~

~~Level 1—Quoted prices are available in active markets for identical investments as of the reporting date.~~

Level 2—Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies.

Level 3—Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs used in the determination of fair value require significant management judgment or estimation.


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~~Table of Contents~~

~~A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.~~NOTE 11—FAIR VALUE MEASUREMENTS

Fair Value Measurements—Recurring

Amounts reported as cash and equivalents, receivables, and accounts payable and accrued expenses approximate fair value due to the short-term nature of activity within these accounts. The estimated fair value of the asset based credit facility approximates cost as the interest rate associated with the facility is variable and resets ~~frequently.~~frequently (Level 2). The estimated fair value of the Term Loan Credit Agreement approximates cost as it was recently issued and the interest rate associated with the credit agreement is variable and resets frequently (Level 2). The estimated fair value and carrying value of the 2023 Notes and 2024 Notes ~~are~~were as ~~follows (~~~~in thousands~~):follows:

MAY 1,

JANUARY 30,

2021

2021


FAIR

CARRYING

FAIR

CARRYING

VALUE

VALUE ⁽¹⁾

VALUE

VALUE ⁽¹⁾
Convertible senior notes due 2023

$
325,556

$
290,473

$
301,794

$
287,936
Convertible senior notes due 2024

307,193

288,280

286,161

284,182


	APRIL 30,				JANUARY 29,
	2022				2022
			PRINCIPAL				PRINCIPAL
	FAIR		CARRYING		FAIR		CARRYING
	VALUE		VALUE⁽¹⁾		VALUE		VALUE⁽¹⁾

	(in thousands)
Convertible senior notes due 2023	$	18,692	$	19,778	$	70,857	$	68,706
Convertible senior notes due 2024		70,801		80,880		198,087		189,297

(1)

~~Carrying~~The carrying value as of April 30, 2022 represents the principal amount of the 2023 Notes and 2024 Notes following our adoption of ASU 2020-06 in the first quarter of fiscal 2022 (refer toNote 2—Recently Issued Accounting Standards). The carrying value as of January 29, 2022 represents the principal amount less the equity component of the 2023 Notes and 2024 Notes classified in stockholders’ equity ~~and does not exclude~~, which was required prior to the adoption of ASU 2020-06. The carrying value in both periods excludes the discounts upon original issuance, discounts and commissions payable to the initial purchasers and third party offering costs, as applicable.

The fair value of each of the 2023 Notes and 2024 Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes, when available, our ~~common~~ stock price and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).

Fair Value Measurements—Non-Recurring

The fair value of the Waterworks reporting unit tradename was determined based on unobservable (Level 3) inputs and valuation ~~techniques, as discussed in Note 4—~~~~Goodwill, Tradenames,~~~~Trademarks and Other Intangible Assets~~.techniques.

~~The fair value of the acquired goodwill and tradename associated with acquisitions by the RH Segment in fiscal 2020 were determined based on unobservable (Level 3) inputs and valuation techniques.~~

The fair value of the real estate assets associated with our investment in the Aspen LLCs in fiscal 2020, as discussed in Note 5—Equity Method Investments, were determined based on unobservable (Level 3) inputs and valuation techniques.

Prior to the adoption of ASU 2020-06 and through fiscal 2021, upon settlement of our convertible senior notes, including the settlements in which holders of the 2023 Notes and 2024 Notes elected to exercise the early conversion option, we recognized a gain or loss on extinguishment of debt in the condensed consolidated statements of income, which represented the difference between the carrying value and fair value of the convertible senior notes immediately prior to the settlement date. The fair value of each of the 2023 Notes and 2024 Notes related to the settlement of the early conversions was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, including the trading price of our convertible notes, when available, our common stock price and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2).


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Table of Contents

NOTE 12—INCOME TAXES

We recorded an income tax benefit of $163 million and an income tax expense of $41.7 million ~~and an income tax benefit of $1.4 million~~ in the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively. The effective tax rate was ~~24.2%~~(438.3)% and ~~30.7%~~24.2% for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively. The decrease in the effective tax rate for the three months ended ~~May 1, 2021~~April 30, 2022 as compared to the three months ended May ~~2, 2020~~1, 2021 is primarily attributable to significantly higher net excess tax benefits from stock-based compensation ~~and income reported in~~partially offset by nondeductible amounts related to the ~~current period compared to a reported loss in the prior year.~~extinguishment of debt.

As of ~~May 1, 2021,~~April 30, 2022, we had $8.6 million of unrecognized tax benefits, of which ~~$7.8~~$7.9 million would reduce income tax expense and the effective tax rate, if recognized. The remaining unrecognized tax benefits would offset other deferred tax assets, if recognized. As of ~~May 1, 2021,~~April 30, 2022, we had ~~$6.2~~$5.9 million of exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months.


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~~Table of Contents~~

NOTE 13—NET INCOME ~~(LOSS)~~ PER SHARE

The ~~weighted-average shares used for~~calculation of our net income ~~(loss)~~ per share ~~are presented in the table below. As we reported a net loss for the three months ended May 2, 2020, the weighted-average shares outstanding for basic and diluted are the same.~~is as follows:


	THREE MONTHS ENDED		THREE MONTHS ENDED
	MAY 1,	MAY 2,	APRIL 30,		MAY 1,
	2021	2020	2022		2021

			(in thousands, except share and per share amounts)
Net income			$	200,711	$	130,656
Loss on extinguishment of debt				146,116
Net income available to common shareholders⁽¹⁾			$	346,827

Weighted-average shares—basic	21,003,244	19,242,641		22,608,537		21,003,244
Effect of dilutive stock-based awards	6,716,485	—		4,367,607		6,716,485
Effect of dilutive convertible senior notes⁽¹⁾	3,490,282	—
Effect of dilutive convertible senior notes⁽²⁾				1,551,102		3,490,282
Weighted-average shares—diluted	31,210,011	19,242,641		28,527,246		31,210,011
Basic net income per share			$	15.34	$	6.22
Diluted net income per share			$	12.16	$	4.19

(1)	~~The $300 million aggregate principal amount~~Effective the first quarter of fiscal 2022 upon adoption of ASU 2020-06, the loss on extinguishment of debt related to convertible ~~senior notes that were issued~~securities is added back to net income to calculate net income per share.

(2)

We adopted ASU 2020-06 in ~~June and July 2015 (the “2020 Notes”),~~ the ~~2023 Notes~~first quarter of fiscal 2022, and the ~~2024 Notes would have an~~adoption requires the dilutive impact on our dilutive share count beginning at stock prices at or above $118.13 per share, $193.65 per share and $211.40 per share, respectively. The 2020 Notes matured on July 15, 2020 and did not have an impact on our dilutive share count post-termination. The warrants associated with our 2020 Notes,of the 2023 Notes and 2024 Notes ~~have an impact on our dilutive share count beginning at stock prices at or above $189.00~~for diluted net income per share ~~$309.84~~purposes to be determined under the if-converted methodwhich assumes share settlement of the entire convertible debt instrument. Prior to adoption of ASU 2020-06, we applied the treasury stock method to determine the dilutive impact of the 2023 Notes and 2024 Notes for diluted net income per share ~~and $338.24 per share, respectively. The warrants associated with our 2020 Notes expired on January 7, 2021.~~purposes.

~~While~~The 2023 Notes and the 2024 Notes have an impact on our dilutive share ~~price for our common~~count beginning at stock ~~trades above the applicable conversion price~~prices of each series of notes or the applicable exercise price of each series of warrants for the notes, these instruments will have a dilutive effect with respect to our common stock to the extent that the price$193.65 per share and $211.40 per share, respectively. The warrants associated with the 2023 Notes and 2024 Notes had an impact on our dilutive share count beginning at stock prices of ~~our common stock continues to exceed~~$309.84 per share and $338.24 per share, respectively. The warrants associated with the ~~applicable conversion or exercise price~~2023 Notes and 2024 Notes were repurchased in April 2022 and, as a result, no warrant instruments are outstanding as of ~~the notes and warrants.~~April 30, 2022. Refer to Note 9—Convertible Senior Notes. Accordingly, the warrants have no impact on our dilutive shares post-repurchase.


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The following number of ~~dilutive~~ options and restricted stock units ~~and convertible senior notes~~ were excluded from the calculation of diluted net income ~~(loss)~~ per share because their inclusion would have been anti-dilutive:


	THREE MONTHS ENDED		THREE MONTHS ENDED
	MAY 1,	MAY 2,	APRIL 30,	MAY 1,
	2021	2020	2022	2021

			(in thousands)
Options	55,273	4,436,083	1,086,549	55,273
Restricted stock units	—	177,312	19,552	—
Convertible senior notes	—	589,095
Total anti-dilutive stock-based awards	55,273	5,202,490	1,106,101	55,273

NOTE 14—SHARE REPURCHASE PROGRAM

In 2018, our Board of Directors authorized a share repurchase program. In fiscal 2018, we repurchased approximately 2.0 million shares of our common stock under this share repurchase program at an average price of $122.10 per share, for an aggregate repurchase amount of approximately ~~$250.0~~$250 million. In fiscal 2019, we repurchased approximately 2.2 million shares of our common stock under this program at an average price of $115.36 per share, for an aggregate repurchase amount of approximately ~~$250.0~~$250 million. We did not make any repurchases under this share repurchase program during ~~either the three months ended May 1,~~fiscal 2020, fiscal 2021 or ~~May 2, 2020.~~the first quarter of fiscal 2022. The total current authorized size of the share purchase program is up to $950 million (the ~~“950 Million~~“Share Repurchase Program”), of which ~~$450.0~~$450 million remained available as of ~~May 1, 2021~~April 30, 2022 for future share ~~investments~~repurchases under this share repurchase program.

On June 2, 2022, theBoard of Directors authorized an additional $2.0 billion for the purchase of shares of our outstanding common stock, which is effective immediately and is an addition to the $450 million remaining under the Share Repurchase Program.

NOTE 15—STOCK-BASED COMPENSATION

We recorded stock-based compensation expense of ~~$15.3~~$13 million and ~~$5.8~~$15 million during the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively, which is included in selling, general and administrative expenses on the condensed consolidated statements of income. NaN stock-based compensation cost has been capitalized in the accompanying condensed consolidated financial statements.


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~~condensed consolidated statements~~2012 Stock Incentive Plan and 2012 Stock Option Plan

Information about stock options outstanding, vested or expected to vest, and exercisable as of ~~operations. NaN stock-based~~April 30, 2022 is as follows:


	OPTIONS OUTSTANDING				OPTIONS EXERCISABLE
		WEIGHTED-
		AVERAGE	WEIGHTED-			WEIGHTED-
		REMAINING	AVERAGE			AVERAGE
	NUMBER OF	CONTRACTUAL	EXERCISE		NUMBER OF	EXERCISE
RANGE OF EXERCISE PRICES	OPTIONS	LIFE (IN YEARS)	PRICE		OPTIONS	PRICE
$25.39 — $45.82	331,888	3.67	$	35.06	330,448	$	35.01
$50.00 — $50.00	1,000,000	5.01		50.00	1,000,000		50.00
$53.47 — $69.09	199,700	2.07		61.16	197,660		61.20
$75.43 — $75.43	1,000,000	1.17		75.43	1,000,000		75.43
$87.31 — $154.82	849,939	7.20		133.43	222,484		124.06
$156.40 — $380.53	302,230	8.18		287.75	36,495		264.61
$385.30 — $716.75	843,820	8.58		422.73	706,610		386.64
Total	4,527,577		$	156.01	3,493,697	$	131.54
Vested or expected to vest	4,275,803		$	150.42

The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of April 30, 2022 was $889 million, $856 million and $751 million, respectively. Stock options exercisable as of April 30, 2022 had a weighted-average remaining contractual life of 4.45 years. As of April 30, 2022, the total unrecognized compensation ~~cost has been capitalized~~expense related to unvested options was $97 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 4.63 years. In addition, as of April 30, 2022, the total unrecognized compensation expense related to the fully vested option grant made to Mr. Friedman in ~~the accompanying condensed consolidated financial statements.~~

October 2020 was $27 million, which will be recognized on an accelerated basis through May 2025 (refer to Chairman and Chief Executive Officer Option Grantbelow).

As of April 30, 2022, we had 24,690 restricted stock units outstanding with a weighted-average grant date fair value of $423.88 per share. During the three months ended April 30, 2022, 2,220 restricted stock units vested with a weighted-average grant date fair value of $193.82 per share. As of April 30, 2022, there was $7.8 million of total unrecognized compensation expense related to unvested restricted stock and restricted stock units which is expected to be recognized over a weighted-average period of 4.37 years.

Chairman and Chief Executive Officer Option Grant

On October 18, 2020, our Board of Directors granted Mr. Friedman an option to purchase 700,000 shares of our common stock with an exercise price equal to $385.30 per share under the 2012 Stock Incentive Plan. ~~See~~Refer to Note 18—Stock-Based Compensation in the ~~2020~~2021 Form 10-K.

The option contains selling restrictions on the underlying shares that lapse upon the achievement of both time-based service requirements and stock price performance-based metrics as described further below. The option is fully vested on the date of grant but the shares underlying the option remain subject to transfer restrictions to the extent the performance-based and time-based requirements have not been met. The option will result in aggregate non-cash stock compensation expense of ~~$173.6~~$174 million, of which $5.9 million was recognized during each of the three months ended April 30, 2022 and May 1, 2021 (which is included in the stock-based compensation expense recorded during the three months ended April 30, 2022 and May 1, 2021 noted above). ~~As of May 1, 2021, the total unrecognized compensation expense was $50.7 million, which will be recognized on an accelerated basis through May 2025.~~

~~2012 Stock Incentive Plan and 2012 Stock Option Plan~~NOTE 16—COMMITMENTS AND CONTINGENCIES

As of May 1, 2021, 8,508,074 options were outstanding with a weighted-average exercise price of $106.07 per share and 6,780,119 options were vested with a weighted-average exercise price of $89.33 per share. The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisableCommitments

We had 0 material off-balance sheet commitments as of May 1, 2021 was $4,951.3 million, $4,755.8 million, and $4,059.2 million, respectively. Stock options exercisable as of May 1, 2021 had a weighted-average remaining contractual life of 3.66 years. As of May 1, 2021, the total unrecognized compensation expense related to unvested options was $114.7 million, which is expected to be recognized on a straight-line basis over a weighted-average period of 4.68 years. In addition, as of May 1, 2021, the total unrecognized compensation expense related to the fully vested option grant made to Mr. Friedman in October 2020 was $50.7 million, which will be recognized on an accelerated basis through May 2025 (refer to ~~Chairman and Chief Executive Officer Option Grant~~ ~~above).~~

As of May 1, 2021, we had 89,830 restricted stock units outstanding with a weighted-average grant date fair value of $73.51 per share. During the three months ended May 1, 2021, 4,420 restricted stock units vested with a weighted-average grant date fair value of $51.23 per share. As of May 1, 2021, there was $2.8 million of total unrecognized compensation expense related to unvested restricted stock and restricted stock units which is expected to be recognized over a weighted-average period of 0.68 years.

~~Rollover Units~~

In connection with the acquisition of Waterworks in May 2016, $1.5 million rollover units in the Waterworks subsidiary (the “Rollover Units”) were recorded as part of the transaction. The Rollover Units are subject to the terms of the Waterworks LLC agreement, including redemption rights at an amount equal to the greater of (i) the $1.5 million remitted as consideration in the business combination or (ii) an amount based on the percentage interest represented in the overall valuation of the Waterworks subsidiary (the “Appreciation Rights”). The Appreciation Rights are measured at fair value and are subject to fair value measurements during the expected life of the Rollover Units, with changes to fair value recorded in the condensed consolidated statements of operations. The fair value of the Appreciation Rights is determined based on an option-pricing model (“OPM”). We did not record any expense related to the Appreciation Rights during either the three months ended May 1, 2021 or May 2, 2020. As of both May 1, 2021 and JanuaryApril 30, ~~2021, the liability associated with the Rollover Units and related Appreciation Rights was $1.5 million, which is included in~~ ~~other non-current obligations~~ ~~on the condensed consolidated balance sheets.~~

~~Profit Interests~~

In connection with the acquisition of Waterworks in May 2016, profit interests units in the Waterworks subsidiary (the “Profit Interests”) were issued to certain Waterworks associates. The Profit Interests are measured at their grant date fair value and expensed on a straight-line basis over their expected life, or five years. The Profit Interests are subject to fair value measurements during their expected life, with changes to fair value recorded in the condensed consolidated statements of operations. The fair value of the Profit Interests is determined based on an OPM. For both the three months ended May 1, 2021 and May 2, 2020, we recorded $0.1 million related to the Profit Interests, which is included in ~~selling, general and administrative expenses~~ ~~on the condensed consolidated statements of operations. As of May 1, 2021 and~~2022.


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~~January 30, 2021, the liability associated with the Profit Interests was $2.1 million and $2.0 million, respectively, which is included in~~ ~~other non-current obligations~~ ~~on the condensed consolidated balance sheets.~~

~~NOTE 16—COMMITMENTS AND CONTINGENCIES~~

~~Commitments~~

~~We had 0 material off balance sheet commitments as of May 1, 2021.~~

Contingencies

We are involved in lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as the business expands and we grow larger. Litigation is inherently unpredictable. As a result, the outcome of matters in which we are involved could result in unexpected expenses and liability that could adversely affect our operations. In addition, any claims against us, whether meritorious or not, could be time consuming, result in costly litigation, require significant amounts of our senior leadership team’s time and result in the diversion of significant operational resources.

We review the need for any loss contingency reserves and establish reserves when, in the opinion of our senior leadership team, it is probable that a matter would result in liability, and the amount of loss, if any, can be reasonably estimated. Generally, in view of the inherent difficulty of predicting the outcome of those matters, particularly in cases in which claimants seek substantial or indeterminate damages, it is not possible to determine whether a liability has been incurred or to reasonably estimate the ultimate or minimum amount of that liability until the case is close to resolution, in which case no reserve is established until that time. When and to the extent that we do establish a reserve, there can be no assurance that any such recorded liability for estimated losses will be for the appropriate amount, and actual losses could be higher or lower than what we accrue from time to time. Although we believe that the ultimate resolution of our current legal proceedings will not have a material adverse effect on our condensed consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.

NOTE 17—SEGMENT REPORTING

We define reportable and operating segments on the same basis that we use to evaluate our performance internally by the Chief Operating Decision Maker (the “CODM”), which we have determined is our Chief Executive Officer. We have 3 operating segments: RH Segment, Waterworks and Real Estate Development. The RH Segment and Waterworks operating segments (the “retail operating segments”) include all sales channels accessed by our customers, including sales through retail locations and outlets, websites, Source Books, and the commercial channel. The Real Estate Development segment represents operations associated with our equity method investments ~~entered into in fiscal 2020, as described in~~(refer to Note 5—Equity Method Investments).

The retail operating segments are strategic business units that offer products for the home furnishings customer. While RH Segment and Waterworks have a shared senior leadership team and customer base, we have determined that their results cannot be aggregated as they do not share similar economic characteristics, as well as due to other quantitative factors.

Segment Information

We use operating income to evaluate segment profitability for the retail operating ~~segments.~~segments and allocate resources. Operating income is defined as net income ~~(loss)~~ before interest expense—net, ~~tradename impairment,~~ loss on extinguishment of debt, other income—net, income tax expense (benefit) and our share of equity method investments losses. Segment operating income excludes (i) employer payroll tax expense related to the option exercise by Mr. Friedman, (ii) asset impairments, (iii) non-cash compensation amortization related to the fully vested option grant made to Mr. Friedman in October 2020 and (iv) professional fee related to the 2023 Notes and 2024 Notes transactions (refer to Note 9—Convertible Senior Notes). These items are excluded from segment operating income in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team reviews.


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The following table presents segment operating income and income before income taxes:


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Operating income:
RH Segment	$	228,545	$	188,010
Waterworks		7,985		6,242
Employer payroll taxes on option exercise		(11,717)		—
Professional fee		(7,184)		—
Asset impairments		(5,923)		—
Non-cash compensation		(5,858)		(5,864)
Recall accrual		(560)		(500)
Income from operations		205,288		187,888
Interest expense—net		20,855		13,308
Loss on extinguishment of debt		146,116		105
Other income—net		(343)		—
Income before income taxes	$	38,660	$	174,475

The following table presents the statements of income metrics reviewed by the CODM to evaluate performance internally or as required under ASC 280—Segment Reporting:


	THREE MONTHS ENDED
	APRIL 30,						MAY 1,
	2022						2021
	RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL

	(in thousands)
Net revenues	$	908,948	$	48,344	$	957,292	$	819,823	$	40,969	$	860,792
Gross profit		472,822		25,761		498,583		386,553		20,424		406,977
Depreciation and amortization		23,524		1,234		24,758		22,680		1,206		23,886

In the three months ended April 30, 2022 and May 1, 2021, the Real Estate Development segment share of equity method investments losses were $1.4 million and $2.1 million, respectively.


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~~Segment Information~~

~~The following table presents the statements of operations metrics reviewed by the CODM to evaluate performance internally or as required under ASC 280—~~~~Segment Reporting~~ (~~in thousands~~):

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020


RH SEGMENT

WATERWORKS

TOTAL

RH SEGMENT

WATERWORKS

TOTAL
Net revenues

$
819,823

$
40,969

$
860,792

$
454,957

$
27,938

$
482,895
Gross profit

386,553

20,424

406,977

187,762

11,892

199,654
Depreciation and amortization

22,680

1,206

23,886

23,717

1,153

24,870

~~In the three months ended May 1, 2021, the Real Estate Development segment share of equity method investments losses was $2.1 million.~~

The following table presents the balance sheet metrics as required under ASC 280—Segment Reporting (~~in thousands~~):


	MAY 1,								JANUARY 30,								APRIL 30,								JANUARY 29,
	2021								2021								2022								2022
					REAL ESTATE								REAL ESTATE								REAL ESTATE								REAL ESTATE
	RH SEGMENT		WATERWORKS		DEVELOPMENT		TOTAL		RH SEGMENT		WATERWORKS		DEVELOPMENT		TOTAL		RH SEGMENT		WATERWORKS		DEVELOPMENT		TOTAL		RH SEGMENT		WATERWORKS		DEVELOPMENT		TOTAL

																	(in thousands)
Goodwill ⁽¹⁾	$	141,152	$	—	$	—	$	141,152	$	141,100	$	—	$	—	$	141,100	$	141,092	$	—	$	—	$	141,092	$	141,100	$	—	$	—	$	141,100
Tradenames, trademarks and other intangible assets ⁽²⁾		55,237		17,000		—		72,237		54,663		17,000		—		71,663		56,488		17,000		—		73,488		56,161		17,000		—		73,161
Equity method investments		—		—		99,131		99,131		—		—		100,603		100,603		—		520		100,030		100,550		—		—		100,810		100,810
Total assets		2,992,647		145,539		99,131		3,237,317		2,659,944		137,766		100,603		2,898,313		5,595,677		192,230		100,030		5,887,937		5,259,719		179,941		100,810		5,540,470

(1)	The Waterworks reporting unit goodwill of ~~$51.1~~$51 million recognized upon acquisition in fiscal 2016 was fully impaired as of ~~February 2, 2019, with $17.4 million and $33.7 million impairment recorded in~~ fiscal ~~2018 and fiscal 2017, respectively.~~2018.

(2)	~~The Waterworks reporting unit tradename is presented~~Presented net of an impairment charge of ~~$35.1~~$35 million ~~with $20.5 million and $14.6 million recorded~~recognized in previous fiscal ~~2020 and fiscal 2018, respectively.~~years.

We use segment operating income to evaluate segment performance and allocate resources. Segment operating income excludes (i) non-cash compensation amortization related to the fully vested option grant made to Mr. Friedman in October 2020, (ii) product recall accruals and adjustments, (iii) asset impairments and changes in useful lives and (iv) severance costs associated with reorganizations. These items are excluded from segment operating income in order to provide better transparency of segment operating results. Accordingly, these items are not presented by segment because they are excluded from the segment profitability measure that the CODM and our senior leadership team reviews.


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~~The following table presents segment operating income (loss) and income (loss) before income taxes (~~~~in thousands~~):

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020
Operating income (loss):

RH Segment
$
188,010

$
49,517
Waterworks

6,242

(1,450)
Non-cash compensation

(5,864)

—
Recall accrual

(500)

—
Asset impairments and change in useful lives

—

(8,471)
Reorganization related costs

—

(4,143)
Income from operations

187,888

35,453
Interest expense—net

13,308

19,629
Loss on extinguishment of debt

105

—
Tradename impairment

—

20,459
Income (loss) before income taxes
$
174,475

$
(4,635)

We classify our sales into furniture and non-furniture product lines. Furniture includes both indoor and outdoor furniture. Non-furniture includes lighting, textiles, fittings, fixtures, surfaces, accessories and home décor. Net revenues in each category were as ~~follows (~~~~in thousands~~):follows:


	THREE MONTHS ENDED				THREE MONTHS ENDED
	MAY 1,		MAY 2,		APRIL 30,		MAY 1,
	2021		2020		2022		2021

					(in thousands)
Furniture	$	580,011	$	312,523	$	662,520	$	580,011
Non-furniture		280,781		170,372		294,772		280,781
Total net revenues	$	860,792	$	482,895	$	957,292	$	860,792

During the third quarter of fiscal 2020, we reviewed our segments and product lines and updated certain products and categories in our reporting of furniture and non-furniture product lines. While this reporting change did not impact our consolidated results, prior period segment data has been recast for consistency in reporting.

We are domiciled in the United States and primarily operate our retail locations and outlets in the United States. As of ~~May 1, 2021,~~April 30, 2022, we operated 4 retail locations and 2 outlets in Canada, and 1 retail location in the U.K. Geographic revenues in Canada and the U.K. are based upon revenues recognized at the retail locations in the respective country and were not material in any fiscal period presented. Long-lived assets held internationally were not material in any fiscal period presented.

NaN single customer accounted for 10% or more ~~than 10%~~ of our consolidated net revenues in the three months ended April 30, 2022 or May 1, ~~2021 or May 2, 2020.~~2021.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and the results of our operations should be read together with our condensed consolidated financial statements and the related notes included in Item 1 of Part I of this Quarterly Report on Form 10-Q and with our audited consolidated financial statements and the related notes included in our ~~2020~~Annual Report on Form ~~10-K.~~10-K for the fiscal year ended January 29, 2022 (the “2021 Form 10 K”).

Management’s discussion and analysis of financial condition and results of operations (“MD&A”), contains forward-looking statements that are subject to risks and uncertainties. Refer to “Forward-Looking Statements and Market Data” below and Item 1A—Risk Factors in our 2021 Form 10-K for a discussion of the risks, uncertainties and assumptions associated with these statements. MD&A should be read in conjunction with our historical consolidated financial statements and related notes thereto and the other disclosures contained elsewhere in this Quarterly Report on Form 10-Q. The results of operations for the periods reflected herein are not necessarily indicative of results that may be expected for future periods, and our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including but not limited to those listed in our 2021 Form 10-K.

The discussion of our financial condition and changes in our results of operations, liquidity and capital resources is presented in this section for the three months ended April 30, 2022 and a comparison to the three months ended May 1, 2021. The discussion for related to cash flows for the three months ended May 1, 2021 has been omitted from this Quarterly Report on Form 10-Q, but is included in Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations on our Form 10-Q for the quarter ended May 1, 2021, filed with the Securities and Exchange Commission (“SEC”) on June 10, 2021.

MD&A is a supplement to our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q and is provided to enhance an understanding of our results of operations and financial condition. Our MD&A is organized as follows:

Overview. This section provides a general description of our business and describes our key value-driving strategies.

Basis of Presentation and Results of Operations. These sections provide our consolidated statements of income and other financial and operating data, including a comparison of our results of operations in the current periods as compared to the prior year’s comparative period, as well as non-GAAP measures we use for financial and operational decision making and as a means to evaluate period-to-period comparisons.

Liquidity and Capital Resources. This section provides an overview of our sources and uses of cash and our financing arrangements, including our credit facilities and debt arrangements, in addition to the cash requirements for our business, such as our capital expenditures.

Critical Accounting Policies and Estimates. This section discusses the accounting policies and estimates that involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, including the significant estimates and judgments used in the preparation of our consolidated financial statements.

Recently Issued Accounting Pronouncements. This section provides a summary of recent authoritative accounting pronouncements that were adopted during the three months ended April 30, 2022 and that will be adopted in future periods.


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FORWARD-LOOKING STATEMENTS AND MARKET DATA

This quarterly report contains forward-looking statements that are subject to risks and uncertainties. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “short-term,” “non-recurring,” “one-time,” “unusual,” “should,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Forward-looking statements are subject to risk and uncertainties that may cause actual results to differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results, and matters that we identify as “short term,” “non-recurring,” “unusual,” “one-time,” or other words and terms of similar meaning may, in fact, recur in one or more future financial reporting periods. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, include those factors disclosed under the section entitled Risk Factors in our ~~Annual Report on~~2021 Form 10-K, ~~for the fiscal year ended January 30, 2021 (the “2020 Form 10-K”),~~ and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this quarterly report and in our ~~2020~~2021 Form 10-K. All forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by these cautionary statements, as well as other cautionary statements. You should evaluate all forward-looking statements made in this quarterly report in the context of these risks and uncertainties.

We cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the consequences or affect us or our operations in the way we expect. The forward-looking statements included in this quarterly report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Overview

We are a ~~leading luxury retailer~~curator of design, taste and style in the ~~home furnishings~~luxury lifestyle market. Our curated and fully integrated assortments are presented consistently across our sales channels in sophisticated and unique lifestyle settings. We offer dominant merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and child and teen furnishings. ~~We position our Galleries as showrooms for our brand, while our websites and Source Books act as virtual extensions of our physical spaces.~~ Our retail business is fully integrated across our multiple channels of distribution, consisting of our retail locations, websites and Source Books. We position our Galleries as showrooms for our brand, while our websites and Source Books act as virtual and print extensions of our physical spaces. We operate our retail locations throughout the United States, Canada, and the U.K., and, after the opening of RH San Francisco, The Gallery at the Historic Bethlehem Steel Building in May 2022, we have an integrated RH Hospitality experience in ~~ten~~14 of our Design Gallery locations, which ~~include~~includes Restaurants and ~~wine bars.~~Wine Bars.


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As of ~~May 1, 2021,~~April 30, 2022, we operated the following number of Galleries, Outlets and Showrooms:


		COUNT
RH
Design Galleries		2427
Legacy Galleries		3836
Modern Galleries		21
Baby & Child and TEEN Galleries		43
Total Galleries		6867
Outlets		3839
Waterworks Showrooms		14

COVID-19 Pandemic and Macro-Economic Factors

The COVID-19 ~~outbreak~~pandemic continues to cause challenges in ~~the first quarter~~certain aspects of ~~fiscal 2020 caused disruption to our business operations. In our initial response to the health crisis we undertook immediate adjustments to~~ our business operations primarily related to our supply chain, including ~~temporarily closing all~~delays in our receipt of products from vendors, which have affected our ability to convert demand into revenues at normal historic rates. While our performance during the pandemic demonstrates the desirability of our ~~retail locations and Restaurants, curtailing expenses, and delaying investments including scaling back some inventory orders while~~exclusive products, we assessed the status of our business. Our approach to the crisis evolved quickly as our business trends substantially improved during the second through fourth fiscal quarters of fiscal 2020 as a result of both the reopening of most of our retail locations and also strong consumer demand for our products. Operational restrictions related to the COVID-19 pandemic affecting our Galleries and hospitality locations continued to fluctuate in the first quarter of 2021 based upon changes in local conditions and regulations. As of June 4, 2021, substantially all of our Galleries, Outlets, and Restaurants were open, although many of our Restaurants and Galleries continue to conduct business with occupancy limitations and other operational restrictions.

Key ~~Value Driving~~Value-Driving Strategies

In order to drive growth across our business, we are focused on the following long-term key strategies and business initiatives:


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 32

~~Table of Contents~~

Product Elevation. We believe we have built the most comprehensive and compelling collection of luxury home furnishings under one brand in the world. Our products are presented across multiple collections, categories and channels that we control, and their desirability and exclusivity has enabled us to achieve ~~industry leading~~industry-leading revenues and margins. Our customers know ~~them~~our brand concepts as RH Interiors, RH Modern, RH Beach House, RH Ski House, RH Outdoor, RH ~~Rugs, RH Lighting, RH Linens, RH~~ Baby & Child, RH ~~Teen,~~TEEN and Waterworks. Our strategy to elevate the design and quality of our product will continue as we introduce RH Contemporary in ~~2021 with a 400 page Source Book, dedicated website, national ad campaign, and a freestanding RH Contemporary Gallery in the San Francisco Design District.~~2022. We also have plans to introduce RH Couture Upholstery, RH Bespoke Furniture and RH Color over the next several years.

Gallery Transformation. Our product is elevated and rendered more valuable by our architecturally inspiring Galleries. We believe our strategy to open new Design Galleries in every major market will unlock the value of our vast assortment, generating a revenue opportunity for our business of $5 to $6 billion in North America. We believe we can significantly increase our sales by transforming our real estate platform from our existing legacy retail footprint to a portfolio of Design Galleries that is sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate ~~Hospitality~~hospitality into most of the new Design Galleries that we open in the future, which further elevates and renders our product and brand more valuable. We believe ~~Hospitality~~hospitality has created a unique new retail experience that cannot be replicated online, and that the addition of ~~Hospitality will help drive~~hospitality drives incremental sales of home furnishings in these Galleries.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 32

Table of Contents

Brand Elevation. We are ~~beginning to evolve~~evolving the brand beyond curating and selling product ~~towards~~to conceptualizing and selling spaces by building an ecosystem of ~~products, services, places,~~Products, Places, Services and ~~spaces~~Spaces designed to elevate and render our product more valuable while establishing the RH brand as a thought leader, taste and place maker. We believe our seamlessly integrated ecosystem of immersive experiences inspires customers to dream, design, dine, travel and live in a world thoughtfully curated by RH, creating an impression and connection unlike any other brand in the world. Our hospitality efforts will continue to elevate the RH brand as we extend beyond the four walls of our Galleries into RH Guesthouses, where our goal is to create a new market for travelers seeking privacy and luxury in the $200 billion North American hotel industry. Additionally, we are creating bespoke experiences like RH Yountville, an integration of Food, Wine, Art & Design in the Napa Valley, RH1 & RH2, our private jets, and RH3, our luxury yacht that is available for charter in the Caribbean and Mediterranean, where the wealthy and affluent visit and vacation. These immersive experiences expose new and existing customers to our evolving authority in architecture, interior design and landscape architecture.

Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally ~~regarding how we innovate, curate, and integrate all the dynamic aspects of~~ our ~~brand, and externally as we introduce our customers to The World of RH, a new digital portal presenting our Products, Services, Places and Spaces. This~~ multi-year effort began ~~internally last year~~ with the reimagination of our Center of Innovation & Product Leadership ~~which will~~to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation.

~~Our external efforts will begin this fall with the~~ Externally our strategy is designed to come to life digitally as we launch ~~of phase one of our new digital portal,~~ The World of RH, ~~which~~an online portal where customers can explore and be inspired by the depth and dimension of our brand. The World of RH will include rich, immersive content with simplified navigation and search functionality, all designed to enhance the shopping experience and render our product and brand more valuable. We believe an opportunity exists to create similar strategic separation online as we have with our Galleries offline, reconceptualizing what a website can and should be.

Global Expansion. We believe that our luxury brand positioning and unique aesthetic have strong international appeal, and that pursuit of global expansion will provide RH a substantial long-term market opportunity to build a $20 to $25 billion global brand over time. Our view is that the competitive environment globally is more fragmented and primed for disruption than the North American market, and there is no direct competitor of scale that possesses the product, operational platform, and brand of RH. As such, we are actively pursuing the expansion of the RH brand globally with the objective of launching international locations in Europe, beginning in ~~2022.~~2022 with the opening of RH England, The Gallery at the Historic Aynho Park. We have secured a number of locations in various markets in the United Kingdom and continental Europe for future Design Galleries and are in ~~which we expect to introduce our first Galleries outside of the U.S. and Canada.~~


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 33

~~Table of Contents~~

~~Basis of Presentation and Results of Operations~~

~~Matters Affecting Comparability~~

~~The disruption to our business operations from the COVID-19 pandemic has had a significant impact on the comparability of certain ratios and year-over-year trends~~lease or purchase negotiations for our operating results for the three months ended May 1, 2021, as compared to the three months ended May 2, 2020. The primary negative impact to our revenues from store closures occurred during the first half of fiscal 2020, but despite the reopening of most of our Galleries during the second and third fiscal quarters and a strong resurgence in customer demand for our products, we have continued to address a range of business circumstances related to the pandemic including delays in manufacturing and inventory receipts as our supply chain recovers from the impact of the global health crisis. We have also changed the cadence of our expenses and investments as we have sought to address the impact of the pandemic on the business, and delayed the opening of certain new Gallery locations due to issues related to the pandemic including the extensive travel restrictions that have been in place for Europe. Beginning in the second quarter of fiscal 2020, we resumed many investments and previously deferred expenditures, and our decisions regarding these matters will continue to evolve in response to changing business circumstances, including further developments with respect to the pandemic. Direct and indirect effects of the pandemic will continue to affect the comparability of our results during fiscal 2021. Although we have experienced strong demand for our products since the second half of fiscal 2020, for example, some of the demand may have been driven by consumers electing to spend more money on home-related purchases due to stay-at-home restrictions that were in place throughout many parts of the United States and Canada. The relaxation of COVID-19-related restrictions may trigger a shift in consumer spending patterns toward other categories, such as travel and leisure activities, and away from the purchase of merchandise related to the home including home furnishings which could affect our results of operation in fiscal 2021.additional locations.


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 34

~~Table of Contents~~

~~Results of Operations~~

~~The following table sets forth our condensed consolidated statements of operations and other financial and operating data:~~

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020

(in thousands)
Condensed Consolidated Statements of Operations:

Net revenues
$
860,792

$
482,895
Cost of goods sold

453,815

283,241
Gross profit

406,977

199,654
Selling, general and administrative expenses

219,089

164,201
Income from operations

187,888

35,453
Other expenses

Interest expense—net

13,308

19,629
Tradename impairment

—

20,459
Loss on extinguishment of debt

105

—
Total other expenses

13,413

40,088
Income (loss) before income taxes

174,475

(4,635)
Income tax expense (benefit)

41,724

(1,423)
Income (loss) before equity method investments

132,751

(3,212)
Share of equity method investments losses

(2,095)

—
Net income (loss)
$
130,656

$
(3,212)
Other Financial and Operating Data:




Adjusted net income ⁽¹⁾
$
142,250

$
29,949
Adjusted EBITDA ⁽²⁾
$
228,258

$
77,427
Capital expenditures
$
50,251

$
16,632
Landlord assets under construction—net of tenant allowances

13,578

7,600
Adjusted capital expenditures ⁽³⁾
$
63,829

$
24,232

~~(1)~~

Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, generally accepted accounting principles (“GAAP”). We define adjusted net income as consolidated net income (loss), adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance. Adjusted net income is included in this filing because our senior leadership team believes that adjusted net income provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of actual results on a comparable basis with historical results. Our senior leadership team uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. The following table presents a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to adjusted net income for the periods indicated below.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 33

Table of Contents

Basis of Presentation and Results of Operations

The following table sets forth our condensed consolidated statements of income:


	THREE MONTHS ENDED
	APRIL 30, 2022		% OF NET REVENUES		MAY 1, 2021		% OF NET REVENUES
	(dollars in thousands)
Net revenues	$	957,292	100.0	%	$	860,792	100.0	%
Cost of goods sold		458,709	47.9			453,815	52.7
Gross profit		498,583	52.1			406,977	47.3
Selling, general and administrative expenses		293,295	30.7			219,089	25.5
Income from operations		205,288	21.4			187,888	21.8
Other expenses
Interest expense—net		20,855	2.2			13,308	1.5
Loss on extinguishment of debt		146,116	15.3			105	—
Other income—net		(343)	—			—	—
Total other expenses		166,628	17.4			13,413	1.5
Income before income taxes		38,660	4.0			174,475	20.3
Income tax expense (benefit)		(163,426)	(17.1)			41,724	4.7
Income before equity method investments		202,086	21.1			132,751	15.4
Share of equity method investments losses		(1,375)	(0.1)			(2,095)	(0.2)
Net income	$	200,711	21.0	%	$	130,656	15.2	%

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use non-GAAP financial measures, including adjusted operating income, adjusted net income, EBITDA, adjusted EBITDA, and adjusted capital expenditures (collectively, our “non-GAAP financial measures”). We compute these measures by adjusting the applicable GAAP measures to remove the impact of certain recurring and non-recurring charges and gains and the tax effect of these adjustments. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. We use these non-GAAP financial measures for financial and operational decision making and as a means to evaluate period-to-period comparisons. We believe that they provide useful information about operating results, enhance the overall understanding of past financial performance and future prospects, and allow for greater transparency with respect to key metrics used by senior leadership in its financial and operational decision making. The non-GAAP financial measures used by us in this Quarterly Report on Form 10-Q may be different from the non-GAAP financial measures, including similarly titled measures, used by other companies.

For more information on the non-GAAP financial measures, please see the reconciliation of GAAP to non-GAAP financial measures tables outlined below. These accompanying tables include details on the GAAP financial measures that are most directly comparable to non-GAAP financial measures and the related reconciliations between these financial measures.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 34

Table of Contents

Adjusted Operating Income. Adjusted operating income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted operating income as consolidated operating income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.

Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Net income	$	200,711	$	130,656
Interest expense—net⁽¹⁾		20,855		13,308
Loss on extinguishment of debt⁽¹⁾		146,116		105
Other income—net⁽¹⁾		(343)		—
Income tax expense (benefit)⁽¹⁾		(163,426)		41,724
Share of equity method investments losses⁽¹⁾		1,375		2,095
Operating income		205,288		187,888
Employer payroll taxes on option exercise⁽²⁾		11,717		—
Professional fee⁽³⁾		7,184		—
Asset impairments⁽⁴⁾		5,923		—
Non-cash compensation⁽⁵⁾		5,858		5,864
Recall accrual⁽⁶⁾		560		500
Adjusted operating income	$	236,530	$	194,252

(1)	Refer to discussion “Three Months Ended April 30, 2022 Compared to Three Months Ended May 1, 2021” below for a discussion of our results of operations for the three months ended April 30, 2022 and May 1, 2021.

(2)	Represents employer payroll tax expense related to the option exercise by Mr. Friedman in the first quarter of fiscal 2022.

(3)	Represents professional fee contingent upon the completion of certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge and warrant terminations and Notes Repurchase (refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements).

(4)	Represents asset impairments related to property and equipment of Galleries under construction.

(5)	Represents the amortization of the non-cash compensation charge related to a fully vested option grant made to Mr. Friedman in October 2020.

(6)	Represents accruals associated with product recalls.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 35

Table of Contents

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020

(in thousands)
Net income (loss)
$
130,656

$
(3,212)
Adjustments pre-tax:




Amortization of debt discount^(a)

5,981

11,125
Non-cash compensation^(b)

5,864

—
Recall accrual ^(c)

500

—
Loss on extinguishment of debt ^(d)

105

—
Tradename impairment^(e)

—

20,459
Asset impairments and change in useful lives ^(f)

—

8,471
Reorganization related costs ^(g)

—

4,143
Subtotal adjusted items

12,450

44,198
Impact of income tax items ^(h)

(2,951)

(11,037)
Share of equity method investments losses ⁽ⁱ⁾

2,095

—
Adjusted net income
$
142,250

$
29,949

Adjusted Net Income. Adjusted net income is a supplemental measure of financial performance that is not required by, or presented in accordance with, GAAP. We define adjusted net income as consolidated net income, adjusted for the impact of certain non-recurring and other items that we do not consider representative of our underlying operating performance.

Reconciliation of GAAP Net Income to Adjusted Net Income


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Net income	$	200,711	$	130,656
Adjustments pre-tax:
Loss on extinguishment of debt⁽¹⁾		146,116		105
Employer payroll taxes on option exercise⁽¹⁾		11,717		—
Professional fee⁽¹⁾		7,184		—
Asset impairments⁽¹⁾		5,923		—
Non-cash compensation⁽¹⁾		5,858		5,864
Recall accrual⁽¹⁾		560		500
Amortization of debt discount⁽²⁾		—		5,981
Gain on derivative instruments—net⁽³⁾		(3,177)		—
Subtotal adjusted items		174,181		12,450
Impact of income tax items⁽⁴⁾		(163,426)		(2,951)
Share of equity method investments losses⁽¹⁾		1,375		2,095
Adjusted net income	$	212,841	$	142,250

~~(a)~~(1)

~~Under~~Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information.

(2)

Prior to the adoption of Accounting Standards Update (“ASU”) 2020-06—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (which was adopted as of the first quarter of fiscal 2022) (“ASU 2020-06”), certain convertible debt instruments that may be settled in cash on conversion ~~are~~were required to be separately accounted for as liability and equity components of the instrument in a manner that ~~reflects~~reflected the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for GAAP purposes through fiscal 2021 for ~~the $300 million aggregate principal amount of convertible senior notes that were issued in June and July 2015 (the “2020 Notes”),~~ the $335 million aggregate principal amount of convertible senior notes that were issued in June 2018 (the “2023 Notes”) and the $350 million aggregate principal amount of convertible senior notes that were issued in September 2019 (the “2024 Notes”), we separated the ~~2020 Notes,~~ 2023 Notes and 2024 Notes into liability (debt) and equity (conversion option) components and we ~~are amortizing~~amortized as debt discount an amount equal to the fair value of the equity components as interest expense on the ~~2020 Notes,~~ 2023 Notes and 2024 Notes over their expected lives. The equity components ~~represent~~represented the difference between the proceeds from the issuance of the ~~2020 Notes,~~ 2023 Notes and 2024 Notes and the fair value of the liability components of the ~~2020 Notes,~~ 2023 Notes and 2024 Notes, respectively. Amounts ~~are~~were presented net of interest capitalized for capital projects of $2.7 million ~~and $1.8 million~~ during the three months ended May 1, ~~2021 and May 2, 2020, respectively. The 2020 Notes matured on July 15, 2020 and did not impact amortization of debt discount post-maturity.~~

~~(b)~~

~~Represents the~~2021. No amortization of the ~~non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020.~~

~~(c)~~

~~Represents accruals associated with product recalls.~~

~~(d)~~

~~Represents a loss on extinguishment of~~ debt ~~for a portion~~discounts were recognized during the three months ended April 30, 2022, since we recombined the previously outstanding equity component of the 2023 Notes ~~that were early converted at~~and 2024 Notes upon the ~~option~~adoption of ~~the noteholders.~~ASU 2020-06.

~~(e)~~(3)

Represents ~~tradename impairment~~net gain on derivative instruments resulting from certain transactions related to the ~~Waterworks reporting unit. Refer~~2023 Notes and 2024 Notes, including bond hedge and warrant terminations and Notes Repurchase (refer to ~~“Waterworks Tradename Impairment” within~~ Note 4—9—~~Goodwill, Tradenames, Trademarks and Other Intangible Assets~~ Convertible Senior Notesin our condensed consolidated financial ~~statements.~~statements).

~~(f)~~(4)

~~Represents asset impairments~~The adjustment for the three months ended April 30, 2022 is based on an adjusted tax rate of ~~$4.8 million, inventory reserves of $2.4 million related~~0%, which represents our expected cash tax liability associated with anticipated fiscal 2022 results as we do not expect to ~~Outlet inventory~~pay taxes for fiscal 2022 due to the tax benefits primarily resulting from ~~retail closures in response to the COVID-19 pandemic and acceleration of depreciation expense of $1.3 million due to a change~~Mr. Friedman’s option exercise in the ~~estimated useful lives~~first quarter of ~~certain assets.~~

~~(g)~~

~~Represents severance costs and related payroll taxes associated with a reorganization undertaken in response to the impact of retail closures on our business.~~

~~(h)~~

fiscal 2022. The adjustment for the three months ended May 1, 2021 is based on an adjusted tax rate of 23.9%, which excludes the tax impact associated with our share of equity method investments losses. ~~The adjustment for the three months ended May 2, 2020 is based on an adjusted tax rate of 24.3%, which excludes the tax impact associated with the Waterworks reporting unit tradename impairment.~~

~~(i)~~

~~Represents our proportionate share of the losses of our equity method investments. Refer to Note 5—~~~~Equity Method Investments~~ ~~in our condensed consolidated financial statements.~~


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 36

~~Table of Contents~~

~~(2)~~

EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income (loss) before depreciation and amortization, interest expense—net and income tax expense (benefit). Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, certain non-recurring, and other items that we do not consider representative of our underlying operating performance. EBITDA and Adjusted EBITDA are included in this filing because our senior leadership team believes that these metrics provide meaningful supplemental information for investors regarding the performance of our business and facilitate a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses these non-GAAP financial measures in order to have comparable financial results to analyze changes in our underlying business from quarter to quarter. Our measures of EBITDA and Adjusted EBITDA are not necessarily comparable to other similarly titled captions for other companies due to different methods of calculation. The following table presents a reconciliation of net income (loss), the most directly comparable GAAP financial measure, to EBITDA and Adjusted EBITDA for the periods indicated below.

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020
Net income (loss)
$
130,656

$
(3,212)
Depreciation and amortization

23,886

24,870
Interest expense—net

13,308

19,629
Income tax expense (benefit)

41,724

(1,423)
EBITDA

209,574

39,864
Non-cash compensation^(a)

15,307

5,828
Share of equity method investments losses^(b)

2,095

—
Capitalized cloud computing amortization^(c)

677

—
Recall accrual^(b)

500

—
Loss on extinguishment of debt ^(b)

105

—
Tradename impairment^(b)

—

20,459
Asset impairments^(b)

—

7,133
Reorganization related costs^(b)

—

4,143
Adjusted EBITDA
$
228,258

$
77,427

~~(a)~~

~~Represents non-cash compensation related to equity awards granted to employees.~~

~~(b)~~

~~Refer to the reconciliation of net income (loss) to adjusted net income table above and the related footnotes for additional information.~~

~~(c)~~

~~Represents amortization associated with capitalized cloud computing costs.~~

~~(3)~~

We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 36

Table of Contents

EBITDA and Adjusted EBITDA. EBITDA and Adjusted EBITDA are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. We define EBITDA as consolidated net income before depreciation and amortization, interest expense—net and income tax expense (benefit). Adjusted EBITDA reflects further adjustments to EBITDA to eliminate the impact of non-cash compensation, as well as certain non-recurring and other items that we do not consider representative of our underlying operating performance.

Reconciliation of GAAP Net Income to EBITDA and Adjusted EBITDA


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Net income	$	200,711	$	130,656
Depreciation and amortization		24,758		23,886
Interest expense—net		20,855		13,308
Income tax expense (benefit)		(163,426)		41,724
EBITDA		82,898		209,574
Loss on extinguishment of debt⁽¹⁾		146,116		105
Non-cash compensation⁽¹⁾		12,802		15,307
Employer payroll taxes on option exercise⁽¹⁾		11,717		—
Professional fee⁽¹⁾		7,184		—
Asset impairments⁽¹⁾		5,923		—
Share of equity method investments losses⁽¹⁾		1,375		2,095
Capitalized cloud computing amortization⁽²⁾		1,354		677
Recall accrual⁽¹⁾		560		500
Other income—net⁽¹⁾		(343)		—
Adjusted EBITDA	$	269,586	$	228,258

(1)	Refer to table titled “Reconciliation of GAAP Net Income to Operating Income and Adjusted Operating Income” and the related footnotes for additional information.

(2)	Represents amortization associated with capitalized cloud computing costs.

Adjusted Capital Expenditures. We define adjusted capital expenditures as capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received.

Reconciliation of Adjusted Capital Expenditures


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Capital expenditures	$	29,364	$	50,251
Landlord assets under construction—net of tenant allowances		12,148		13,578
Adjusted capital expenditures	$	41,512	$	63,829


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 37

Table of Contents

The following table presents RH Gallery and Waterworks Showroom metrics, and excludes Outlets:


	THREE MONTHS ENDED						THREE MONTHS ENDED
	MAY 1,			MAY 2,			APRIL 30,			MAY 1,
	2021			2020			2022			2021
		TOTAL LEASED			TOTAL LEASED			TOTAL LEASED			TOTAL LEASED
		SELLING SQUARE			SELLING SQUARE			SELLING SQUARE			SELLING SQUARE
	COUNT	FOOTAGE ⁽¹⁾		COUNT	FOOTAGE ⁽¹⁾		COUNT	FOOTAGE⁽¹⁾		COUNT	FOOTAGE⁽¹⁾
		(in thousands)			(in thousands)			(in thousands)			(in thousands)
Beginning of period	82		1,162	83		1,111	81		1,254	82		1,162
RH Legacy Galleries:
Raleigh legacy Gallery	—		—	1		4.4
End of period	82		1,162	84		1,115	81		1,254	82		1,162
Total leased square footage at end of period⁽²⁾			1,559			1,502			1,672			1,559
Weighted-average leased square footage⁽³⁾			1,559			1,501			1,672			1,559
Weighted-average leased selling square footage⁽³⁾			1,162			1,114			1,254			1,162

(1)

Leased selling square footage is retail space at our retail locations used to sell our products, as well as space for our Restaurants. Leased selling square footage excludes backrooms at retail locations used for storage, office space, food preparation, kitchen space or similar purpose, as well as exterior sales space located outside a retail location, such as courtyards, gardens and rooftops.

Leased selling square footage includes approximately 4,800 square feet as of April 30, 2022 and May 1, 2021 related to one owned retail ~~location and 37,700 square feet as of May 2, 2020 related to two owned retail locations.~~location.

(2)	Total leased square footage includes approximately 5,400 square feet as of both April 30, 2022 and May 1, 2021 related to one owned retail ~~location and 48,700 square feet as of May 2, 2020 related to two owned retail locations.~~location.

(3)	Weighted-average leased square footage and leased selling square footage are calculated based on the number of days a retail location was opened during the period divided by the total number of days in the period.

Three Months Ended April 30, 2022 Compared to Three Months Ended May 1, 2021


	THREE MONTHS ENDED
	APRIL 30,						MAY 1,
	2022						2021
	RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL

	(in thousands)
Net revenues	$	908,948	$	48,344	$	957,292	$	819,823	$	40,969	$	860,792
Cost of goods sold		436,126		22,583		458,709		433,270		20,545		453,815
Gross profit		472,822		25,761		498,583		386,553		20,424		406,977
Selling, general and administrative expenses		275,519		17,776		293,295		204,407		14,682		219,089
Income from operations	$	197,303	$	7,985	$	205,288	$	182,146	$	5,742	$	187,888

Net revenues

Consolidated net revenues increased $97 million, or 11.2%, to $957 million in the three months ended April 30, 2022 compared to $861 million in the three months ended May 1, 2021.

RH Segment net revenues

RH Segment net revenues increased $89 million, or 10.9%, to $909 million in the three months ended April 30, 2022 compared to $820 million in the three months ended May 1, 2021. The below discussion highlights several significant factors that resulted in increased RH Segment net revenues, which are listed in order of magnitude.


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~~The following table sets forth~~RH Segment net revenues for the three months ended April 30, 2022 increased due to strong customer demand for our ~~condensed consolidated statements~~products and fulfillment of ~~operations~~orders generated in prior quarters as ~~a percentage~~elements of ~~total~~our supply chain continued to catch up with customer demand. However, during the three months April 30, 2022 we began to experience softening demand trends which began at the time of the Russian invasion of Ukraine and have further slowed during the market disruption over the past several months.

RH Segment net ~~revenues:~~

THREE MONTHS ENDED

MAY 1,

MAY 2,


2021

2020

Condensed Consolidated Statements of Operations:

Net revenues

100.0
%
100.0
%
Cost of goods sold

52.7

58.7

Gross profit

47.3

41.3

Selling, general and administrative expenses

25.5

34.0

Income from operations

21.8

7.3

Other expenses

Interest expense—net

1.5

4.1

Tradename impairment

—

4.2

Loss on extinguishment of debt

—

—

Total other expenses

1.5

8.3

Income (loss) before income taxes

20.3

(1.0)

Income tax expense (benefit)

4.9

(0.3)

Income (loss) before equity method investments

15.4

(0.7)

Share of equity method investments losses

(0.2)

—

Net income (loss)

15.2
%
(0.7)
%

~~Three Months Ended~~revenues increased in our RH Hospitality business compared to the three months ended May 1, 2021 ~~Compared~~due to ~~Three Months Ended May 2, 2020~~

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020


RH SEGMENT

WATERWORKS

TOTAL

RH SEGMENT

WATERWORKS

TOTAL

(in thousands)
Net revenues

$
819,823

$
40,969

$
860,792

$
454,957

$
27,938

$
482,895
Cost of goods sold

433,270

20,545

453,815

267,195

16,046

283,241
Gross profit

386,553

20,424

406,977

187,762

11,892

199,654
Selling, general and administrative expenses

204,407

14,682

219,089

149,276

14,925

164,201
Income (loss) from operations

$
182,146

$
5,742

$
187,888

$
38,486

$
(3,033)

$
35,453

~~Net revenues~~

~~Consolidated net revenues~~new Restaurant openings in fiscal 2021. Outlet sales increased ~~$377.9~~$7.4 million ~~or 78.3%,~~ to ~~$860.8~~$70 million in the three months ended April 30, 2022 compared to $62 million in the three months ended May 1, ~~2021~~2021.

Despite our revenue growth during the three months ended April 30, 2022, the slowdown in customer demand during the quarter, together with the overall uncertainty about macro-economic conditions, has caused us to take a conservative view about our near-term revenue trends for fiscal 2022.

Waterworks net revenues

Waterworks net revenues increased $7.4 million, or 18.0%, to $48 million in the three months ended April 30, 2022 compared to ~~$482.9~~$41 million in the three months ended May 2,1, 2021.

Gross profit

Consolidated gross profit increased $92 million, or 22.5%, to $499 million in the three months ended April 30, 2022 compared to $407 million in the three months ended May 1, 2021. As a percentage of net revenues, consolidated gross margin increased 480 basis points to 52.1% of net revenues in the three months ended April 30, 2022 from 47.3% of net revenues in the three months ended May 1, 2021.

RH Segment gross profit

RH Segment gross profit increased $86 million, or 22.3%, to $473 million in the three months ended April 30, 2022 from $387 million in the three months ended May 1, 2021. As a percentage of net revenues, RH Segment gross margin increased 480 basis points to 52.0% of net revenues in the three months ended April 30, 2022 from 47.2% of net revenues in the three months ended May 1, 2021. The change in gross margin was primarily driven by a 390 basis point increase in product margins in the Core business, as well as leverage in our RH Segment shipping costs during the three month period ended April 30, 2022.

Waterworks gross profit

Waterworks gross profit increased $5.3 million, or 26.1%, to $26 million in the three months ended April 30, 2022 from $20 million in the three months ended May 1, 2021. As a percentage of net revenues, Waterworks gross margin increased 340 basis points to 53.3% of net revenues in the three months ended April 30, 2022 from 49.9% of net revenues in the three months ended May 1, 2021.

Selling, general and administrative expenses

Consolidated selling, general and administrative expenses increased $74 million, or 33.9%, to $293 million in the three months ended April 30, 2022 from $219 million in the three months ended May 1, 2021.

RH Segment selling, general and administrative expenses

RH Segment selling, general and administrative expenses increased $71 million, or 34.8%, to $276 million in the three months ended April 30, 2022 compared to $204 million in the three months ended May 1, 2021.

RH Segment selling, general and administrative expenses for the three months ended April 30, 2022 include $12 million of employer payroll tax expense associated with Mr. Friedman’s stock option exercise during the first quarter of fiscal 2021, a $7.2 million professional fee which was contingent upon the completion of our debt transactions related to the 2023 Notes and 2024 Notes, $5.9 million of asset impairments, and $0.6 million related to product recalls. RH Segment selling, general and administrative expenses for both the three months ended April 30, 2022 and May 1, 2021 included amortization of the non-cash compensation of $5.9 million related to a fully vested option grant made to Mr. Friedman in October 2020.


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RH Segment ~~net revenues~~

RH Segment net revenues increased $364.9 million, or 80.2%, to $819.8 million in the three months ended May 1, 2021 compared to $455.0 million in the three months ended May 2, 2020. The below discussion highlights several significant factors that resulted in increased RH Segment net revenues, which are listed in order of magnitude.

RH Segment net revenues for the three months ended May 1, 2021 was driven by strong customer demand for our products. RH Segment net revenues for the three months ended May 2, 2020 was negatively impacted by Gallery closures and macroeconomic conditions resulting from the COVID-19 pandemic in March and April of 2020.

Outlet sales increased $50.1 million to $62.3 million in the three months ended May 1, 2021 compared to $12.2 million in the three months ended May 2, 2020 due to pandemic related retail closures in the first quarter of fiscal 2020. Additionally, RH Segment net revenues increased in our Contract business driven by increased commercial purchasing activities and in our RH Hospitality business as COVID-19 operating restrictions continued to ease during the quarter.

Despite our revenue growth during the three month period, the growth in demand outpaced the growth in revenue for our products primarily due to the effects of higher than anticipated consumer demand and disruptions across our global supply chain related to the pandemic, including difficulties in ramping vendor production, as well as delays in shipments of products. It may take several quarters for inventory receipts and manufacturing to catch up to the increase in customer demand and as a result the exact timing cannot be accurately predicted due to ongoing uncertainty of the continuing impact of the pandemic on our global supply chain.

~~Waterworks net revenues~~

Waterworks net revenues increased $13.0 million, or 46.6%, to $41.0 million in the three months ended May 1, 2021 compared to $27.9 million in the three months ended May 2, 2020 due to an increase in demand related to resumed construction activity and significant residential investments by high-end homeowners. Waterworks net revenues for the three months ended May 2, 2020 was negatively impacted by construction delays, as well as temporary showroom closures, in response to the pandemic.

~~Gross profit~~

Consolidated gross profit increased $207.3 million, or 103.8%, to $407.0 million in the three months ended May 1, 2021 compared to $199.7 million in the three months ended May 2, 2020. As a percentage of net revenues, consolidated gross margin increased 600 basis points to 47.3% of net revenues in the three months ended May 1, 2021 from 41.3% of net revenues in the three months ended May 2, 2020.

~~RH Segment gross profit for the three months ended May 2, 2020 includes inventory reserves of $2.4 million related to Outlet inventory resulting from retail closures in response to the pandemic.~~

Excluding the inventory reserves adjustment mentioned above, consolidated gross margin would have increased 550 basis points to 47.3% of net revenues in the three months ended May 1, 2021 from 41.8% of net revenues in the three months ended May 2, 2020.

~~RH Segment gross profit~~

RH Segment gross profit increased $198.8 million, or 105.9%, to $386.6 million in the three months ended May 1, 2021 from $187.8 million in the three months ended May 2, 2020. As a percentage of net revenues, RH Segment gross margin increased 590 basis points to 47.2% of net revenues in the three months ended May 1, 2021 from 41.3% of net revenues in the three months ended May 2, 2020.

Excluding the inventory reserves adjustment mentioned above related to the first quarter of fiscal 2020, RH Segment gross margin would have increased 540 basis points to 47.2% of net revenues in the three months ended May 1, 2021 from 41.8% of net revenues in the three months ended May 2, 2020. The increase in gross margin was primarily driven by price increases and product mix in our Core business. Additionally, we drove higher Outlet margins through price increases and leveraged our RH Segment occupancy costs during the three month period ended May 1, 2021.


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~~Waterworks gross profit~~

Waterworks gross profit increased $8.5 million, or 71.7%, to $20.4 million in the three months ended May 1, 2021 from $11.9 million in the three months ended May 2, 2020. As a percentage of net revenues, Waterworks gross margin increased 730 basis points to 49.9% of net revenues in the three months ended May 1, 2021 from 42.6% of net revenues in the three months ended May 2, 2020 primarily driven by higher revenues, favorable changes in product mix, and improved efficiency in the Waterworks supply chain.

~~Selling, general and administrative expenses~~

Consolidated selling, general and administrative expenses increased $54.9 million, or 33.4%, to $219.1 million in the three months ended May 1, 2021 from $164.2 million in the three months ended May 2, 2020.

~~RH Segment selling, general and administrative expenses~~

RH Segment selling, general and administrative expenses increased $55.1 million, or 36.9%, to $204.4 million in the three months ended May 1, 2021 compared $149.3 million in the three months ended May 2, 2020.

RH Segment selling, general and administrative expenses for the three months ended May 1, 2021 included amortization of the non-cash compensation of $5.9 million related to the option grant made to Mr. Friedman in October 2020.

RH Segment selling, general and administrative expenses for the three months ended May 2, 2020 included $4.1 million in severance costs and related payroll taxes associated with the termination of associates and a reorganization undertaken in response to the impact of retail closures on our business, $3.2 million related to asset impairments and $1.3 million related to the acceleration of depreciation due to a change in the estimated useful lives of certain assets.

~~RH Segment~~ selling, general and administrative expenses were ~~24.2%~~26.9% and ~~30.9%~~24.2% of net revenues for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively, excluding the costs incurred in connection with the adjustments mentioned above. The ~~decrease~~increase in selling, general and administrative expenses as a percentage of net revenues was primarily driven by ~~leverage~~higher pre-opening costs and professional fees, as well as increases in employment and ~~employment related costs, advertising and corporate occupancy~~employment-related costs.

Waterworks selling, general and administrative expenses

Waterworks selling, general and administrative expenses ~~decreased $0.2~~increased $3.1 million, or ~~1.6%~~21.1%, to ~~$14.7~~$18 million in the three months ended April 30, 2022 compared to $15 million in the three months ended May 1, ~~2021 compared to $14.9 million in the three months ended May 2, 2020.~~2021.

Waterworks selling, general and administrative expenses for the three months ended May 1, 2021 included $0.5 million related to product recalls.

Excluding the product recall ~~and for the three months ended May 2, 2020 included $1.6 million related to asset impairments.~~

adjustment mentioned above, Waterworks selling, general and administrative expenses ~~were~~would have been 36.8% and 34.6% ~~and 47.8%~~ of net revenues for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020, respectively, excluding the adjustments mentioned above.~~respectively.


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Interest expense—net

Interest expense—net ~~decreased $6.3~~increased $7.5 million in the three months ended April 30, 2022 compared to the three months ended May 1, 2021, ~~compared to the three months ended May 2, 2020,~~ which consisted of the following in each period:

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020

(in thousands)
Amortization of convertible senior notes debt discount

$
8,670

$
12,916
Finance lease interest expense

6,150

5,781
Amortization of debt issuance costs and deferred financing fees

745

1,013
Other interest expense

464

443
Promissory notes

425

1,454
Asset based credit facility

—

102
Capitalized interest for capital projects

(2,801)

(1,886)
Interest income

(345)

(194)
Total interest expense—net

$
13,308

$
19,629

~~Tradename impairment~~

~~We incurred a $20.5 million tradename impairment charge during the three months ended May 2, 2020 for our Waterworks reporting unit. Refer to “Waterworks Tradename Impairment” within Note 4—~~~~Goodwill, Tradenames,~~~~Trademarks and Other Intangible Assets~~.


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Term loan interest expense	$	16,001	$	—
Finance lease interest expense		7,071		6,150
Other interest expense		1,073		1,634
Amortization of convertible senior notes debt discount		—		8,670
Capitalized interest for capital projects		(2,109)		(2,801)
Interest income		(1,181)		(345)
Total interest expense—net	$	20,855	$	13,308

Loss on extinguishment of debt

During the three months ended April 30, 2022 we recognized a loss on extinguishment of debt of $146 million related to the repurchase of $180 million of principal value of convertible senior notes, which includes the acceleration of amortization of debt issuance costs of approximately $1.0 million. The loss represents the difference between the carrying value and the fair value of the convertible senior notes upon entering into the repurchase agreements with the noteholders. Refer to Note 9—Convertible Senior Notes. During the three months ended May 1, 2021, we recognized a loss on extinguishment of debt for a portion of the 2023 Notes that were early converted at the option of the noteholders of $0.1 million.

Other income—net

Other income—net was $0.3 million during the three months ended April 30, 2022, which included a net gain on derivative instruments of $3.2 million, resulting from the completion of certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge and warrant terminations and Notes Repurchase (refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements). The net gain was partially offset by a $2.9 million loss due to unfavorable exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to Pound Sterling and Euro, in addition to a foreign exchange loss from the remeasurement of an intercompany loan with a U.K. subsidiary.


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Income tax expense (benefit)

~~Our~~We recorded an income tax benefit of $163 million and income tax expense ~~was $41.7 million and our income tax benefit was $1.4~~of $42 million in the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively. Our effective tax rate was ~~24.2%~~(438.3)% and ~~30.7%~~24.2% for the three months ended April 30, 2022 and May 1, 2021, ~~and May 2, 2020,~~ respectively. The decrease in our effective tax rate is primarily attributable to significantly higher net excess tax benefits from stock-based compensation ~~and income reported in~~partially offset by nondeductible amounts related to the ~~current period compared to a reported loss in the prior year.~~extinguishment of debt.

Equity method investments losses

Equity method investments losses consists of our proportionate share of the losses of our equity method investments by applying the hypothetical liquidation at book value methodology, which resulted in a $1.4 million and $2.1 million loss during the three months ended April 30, 2022 and May 1, ~~2021.~~2021, respectively.

Liquidity and Capital Resources

Overview

Our principal sources of liquidity are cash flows generated from operations, our current balances of cash and cash equivalents, and amounts available under our ABL Credit Agreement. In fiscal 2021, we entered into the ABL Credit Agreement, which amended and extended our asset based credit facility, and issued the Term Loan in the amount of $2.0 billion pursuant to the Term Loan Credit Agreement. The issuance of the Term Loan was assigned a Ba2 rating from Moody’s Investors Service and BB rating from S&P Global. Additionally, in May 2022, we entered into the 2022 Incremental Amendment, which amended the Term Loan Credit Agreement and raised an incremental $500 million of Term Debt Financing. The issuance of the 2022 Incremental Amendment was assigned a Ba3 rating from Moody’s Investors Service and BB rating from S&P Global. Refer to Note 10—Credit Facilities in our condensed consolidated financial statements.

A summary of our net debt, and availability under the ABL Credit Agreement, is set forth in the following table:


	THREE MONTHS ENDED
	APRIL 30,		JANUARY 29,
	2022		2022

		(in millions)
Asset based credit facility	$	—	$	—
Term loan⁽¹⁾		1,990		1,995
Equipment promissory notes⁽¹⁾		4		15
Convertible senior notes due 2023⁽¹⁾		20		69
Convertible senior notes due 2024⁽¹⁾		81		189
Convertible senior notes repurchase obligation⁽²⁾		314		—
Notes payable for share repurchases		1		1
Total debt	$	2,410	$	2,269
Cash and cash equivalents		(2,243)		(2,178)
Total net debt	$	167	$	91
Availability under the asset based credit facility—net⁽³⁾	$	444	$	347

(1)	Amounts exclude discounts upon original issuance and third party offering and debt issuance cost.

(2)	The convertible senior notes repurchase obligation was repaid in full on May 3, 2022. Refer to Note 9—Convertible Senior Notes.

(3)	As of both April 30, 2022 and January 29, 2022, the amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $20 million in outstanding letters of credit.


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Table of Contents

~~Liquidity and Capital Resources~~

General

The primary cash needs of our business have historically been for merchandise inventories, payroll, Source Books, ~~store~~ rent for our retail and outlet locations, capital expenditures associated with opening new ~~stores~~locations and updating existing ~~stores,~~locations, as well as the development of our infrastructure and information technology. We seek out and evaluate opportunities for effectively managing and deploying capital in ways that improve working capital and support and enhance our business initiatives and strategies. In the past we have pursued substantial repurchases of our common stock when we believed that such investments represented a good long term investment for the benefit of our shareholders. Refer to “Share Repurchase Programs” below. We continuously evaluate our capital allocation ~~from time to time~~strategy and may engage in future investments in connection with existing or new share repurchase programs ~~in circumstances where buying shares of our common stock or related investments,~~(refer to “Share Repurchase Program” below), which may include investments in derivatives or other equity linked ~~instruments, represent a good value and provides a favorable return for our shareholders.~~instruments. We have in the past been, and continue to be, opportunistic in responding to favorable market conditions regarding both sources and uses of capital. ~~Our use of convertible notes~~Capital raised from debt financings has enabled us to pursue various investments, such as our share repurchase programs which we consider to have been an excellent allocation of capital for the benefit of our shareholders. We regularly evaluate various debt and other financing alternatives, including convertible notes and other equity-linked instruments. Financing that we arrange through the sale of equity linked instruments such as our convertible notes financings may lead to substantial dilution to our investors if the price of our common stock exceeds the upper strike exercise price of the warrants in connection with our bond hedge transactions, which has been the case in connection with our convertible notes which matured in 2019 and 2020. At the same time, the investments we have previously made in connection with our share repurchase programs have more than offset the amount of dilution we experienced in relation to these warrants.investments. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business.

Credit Facilities and Debt Arrangements

We amended and restated our asset based credit facility in July 2021, which has an initial availability of up to $600 million, of which $10 million is available to Restoration Hardware Canada, Inc., and includes a $300 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $600 million to up to $900 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The accordion feature may be added as a first-in, last-out term loan facility. The ABL Credit Agreement further provides the borrowers may request a European sub-credit facility under the revolving line of credit or under the accordion feature for borrowing by certain European subsidiaries of RH if certain conditions set out in the asset based credit facility are met. The maturity date of the asset based credit facility is July 29, 2026.

We entered into a $2.0 billion term debt financing in October 2021 (the “October 2021 Term Loans”) by means of a Term Loan Credit Agreement through RHI as the borrower, Bank of America, N.A. as administrative agent and collateral agent, and the various lenders party thereto (the “Term Loan Credit Agreement”). The October 2021 Term Loans have ~~$683~~a maturity date of October 20, 2028. As of April 30, 2022, we had $1,990 million outstanding under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $5.0 million with respect to the October 2021 Term Loans.

On May 13, 2022, we entered into an incremental term debt financing (the “2022 Incremental Term Debt”) in an aggregate principal amount equal to $500 million by means of an amendment to the Term Loan Credit Agreement with RHI as the borrower, Bank of America, N.A. as administrative agent and the various lenders parties thereto (the “Amended Term Loan Credit Agreement”). The 2022 Incremental Term Debt has a maturity date of October 20, 2028. The 2022 Incremental Term Debt constitutes a separate class from the existing October 2021 Term Loan under the Term Loan Credit Agreement.

Certain Transactions Related to Convertible Senior Notes

During the three months ended April 30, 2022, we entered into certain transactions in connection with the 2023 Notes and 2024 Notes.

Warrant Termination Agreements

We entered into agreements with certain financial institutions (collectively, the “Counterparties”) to repurchase all of the warrants previously issued in connection with the 2023 Notes and 2024 Notes. Upon closing of these transactions, we paid an aggregate of $391 million in cash to terminate warrants representing 3,385,580 shares of our common stock.

Convertible Bond Hedge Unwind Transactions

We entered into agreements with the Counterparties to terminate all of the remaining convertible note bond hedges previously entered into in connection with the 2023 Notes and 2024 Notes. Upon closing of these transactions, we received an aggregate of $232 million in cash for the termination of the bond hedges.

Convertible Notes Repurchase

We entered into individual privately negotiated transactions with certain holders of the 2023 Notes and 2024 Notes to repurchase $180 million in aggregate principal amount of the convertible senior notes (the “Notes Repurchase”) representing $45 million and $135 million in principal amount of 2023 Notes and 2024 Notes, respectively. Upon closing of these transactions, we paid an aggregate of $314 million in cash to repurchase such convertible senior notes.

Result of the Convertible Notes Transactions

In aggregate, we expended a net total amount of approximately $481 million in cash (inclusive of expenses) to complete the above transactions.


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As a result of the bond hedge termination agreements, all convertible note hedges entered into in connection with the issuance of the 2023 Notes and 2024 Notes have been terminated, including convertible note hedges with respect to any 2023 Notes and 2024 Notes that remain outstanding.

As a result of the warrant termination agreements, all warrants entered into in connection with the issuance of the 2023 Notes and 2024 Notes have been terminated, including warrants with respect to any 2023 Notes and 2024 Notes that remain outstanding.

Following the completion of the Notes Repurchase, we had $101 million remaining in aggregate principal amount of convertible notes outstanding as of ~~May 1, 2021,~~April 30, 2022, comprised of ~~which $31~~$20 million of ~~the~~ 2023 Notes ~~will be settled in July 2021 due to early conversions at the option of the noteholders, $302~~and $81 million of ~~the~~2024 Notes. The remaining 2023 Notes ~~will mature~~have a scheduled maturity in June 2023 ~~(absent further early conversion elections)~~ and ~~$350 million of~~ the remaining 2024 Notes ~~will mature~~have a scheduled maturity in September ~~2024 (absent any early conversion elections with respect thereto). Based on the strong~~2024. We anticipate having ample cash ~~flow generated~~available in ~~2020 and continued strong cash flow anticipated in future years, we expect~~order to repay the ~~outstanding~~ principal amount of our convertible notes ~~at maturity in June 2023 and September 2024 in cash, in each case to minimize dilution. Likewise, we expect to pay the principal amount~~ in cash with respect to any convertible notes for which the ~~holder elects~~holders elect early conversion, ~~of such convertible notes~~as well as upon maturity in June 2023 and September 2024, in each case in order to minimize dilution. ~~While we purchased convertible note hedges and sold warrants~~

We believe our capital structure provides us with respect to each convertible note transaction, which are intended to offset any actual earnings dilution from the conversion of the 2024 Notes until our common stock is above approximately $338.24 per share and from the conversion of the 2023 Notes until our common stock is above approximately $309.84 per share, our shareholders may still experience dilution to the extent our common stock trades above such levels. While we anticipate using excess cash, free cash flow and borrowings on our asset based credit facility to repay the convertible notes in cash to minimize dilution, we may need to pursue additional sources of liquidity to repay such convertible notes in cash at their respective maturity dates or upon early conversion, as applicable. There can be no assurance as to the availability ofsubstantial optionality regarding capital to fund such repayments, or that if capital is available through additional debt issuances or refinancing of the convertible notes, that such capital will be available on terms that are favorable to us.

allocation. Our business has historically relied on cash flows from operations, net cash proceeds from the issuance of the convertible senior notes, as well as borrowings under our credit facilities as our primary sources of liquidity. We continue to closely manage our business and our investments while considering both the overall economic environment as well as the needs of our operations. In addition, our near termnear-term decisions regarding the sources and uses of capital will continue to reflect and adapt to changes in market conditions and our business, including further developments with respect to the ~~pandemic.~~pandemic and macro-economic factors affecting business conditions including inflation. We believe our existing cash balances and operating cash flows, in conjunction with available financing arrangements, will be sufficient to repay our debt obligations as they become due, meet working capital requirements and fulfill other capital needs for more than the next 12 months.


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While we have continued to serve our customers and operate our business through the ongoing COVID-19 health crisis, there can be no assurance that future events will not have an impact on our business, results of operations or financial condition since the extent and duration of the health crisis remains uncertain. Future adverse developments in connection with the COVID-19 crisis, including additional waves or resurgences of COVID-19 outbreaks, including with regard to new strains or variants of the virus, evolving international, federal, state and local restrictions and safety regulations in response to COVID-19 risks, changes in consumer behavior and health concerns, the pace of economic activity in the wake of the COVID-19 crisis, or other similar issues could adversely affect our business, results of operations or financial condition in the future, or our financial results and business performance for fiscal 2021 and beyond.

We extended and amended our asset based credit facility in June 2017, which has a total availability of $600 million, of which $10 million is available to Restoration Hardware Canada, Inc., and includes a $200 million accordion feature under which the revolving line of credit may be expanded by agreement of the parties from $600 million to up to $800 million if and to the extent the lenders revise their credit commitments to encompass a larger facility. The revolving line of credit has a maturity date of June 28, 2022.

While we do not require additional debt to fund our operations, our goal continues to be in a position to take advantage of the many opportunities that we identify in connection with our business and operations. We have pursued in the past, and may pursue in the future, additional strategies to generate capital to pursue opportunities and investments, including through the strategic sale of existing assets, utilization of our credit facilities, entry into various ~~second lien~~ credit agreements and other new debt financing arrangements that present attractive terms. We expect to continue to use additional sources of debt financing in future periods as a source of additional capital to fund our various investments. In addition to funding the normal operations of our business, we have used our liquidity to fund significant investments and strategies such as our share repurchase programs, various acquisitions, and growth initiatives, including through joint ventures and real estate investments. ~~For example, in fiscal 2019 we executed a sale-leaseback transaction for~~

To the Yountville Design Gallery for sales proceeds of $23.5 million and in fiscal 2020 we executed a sale-leaseback transaction for the Minneapolis Design Gallery for sales proceeds of $25.5 million, both of which qualified for sale-leaseback accounting in accordance with ASC 842.

~~In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that~~extent we choose to ~~pursue.~~ secure additional sources of liquidity through incremental debt financing, there can be no assurances that we will be able to raise such financing on favorable terms, if at all, or that future financing requirements will not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Any adverse developments in the U.S. or global credit markets as a result of the pandemic or any other reason could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments including the repayment of the principal amount of our convertible senior notes in cash, whether upon stated maturity, early conversion or otherwise of such convertible senior notes. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 43

Table of Contents

Capital

We have invested significant capital expenditures in developing and opening new Design Galleries, and these capital expenditures have increased in the past, and may continue to increase in future periods, as we open additional Design Galleries, which may require us to undertake upgrades to historical buildings or construction of new buildings.

Our adjusted capital expenditures include capital expenditures from investing activities and cash outflows of capital related to construction activities to design and build landlord-owned leased assets, net of tenant allowances received. ~~Given~~During the ~~pace at which business conditions are evolving in response to the COVID-19 health crisis, we may adjust our investments in various business initiatives including our~~three months ended April 30, 2022, adjusted capital expenditures ~~over the course~~were $42 million in aggregate, net of ~~fiscal 2021.~~cash received related to landlord tenant allowances of $2.3 million. We anticipate our adjusted capital expenditures to be ~~$250~~$200 million to ~~$300~~$250 million in fiscal ~~2021,~~2022, primarily related to ~~our efforts to continue~~ our growth and expansion, including construction of new Design Galleries and infrastructure investments. ~~During the three months ended May 1, 2021, adjusted~~Nevertheless, we may elect to pursue additional capital expenditures ~~were $63.8 million, net~~beyond those that are anticipated during any given fiscal period inasmuch as our strategy is to be opportunistic with respect to our investments and we may choose to pursue certain capital transactions based on the availability and timing of ~~cash received related~~unique opportunities. There are a number of macro-economic factors and uncertainties affecting the overall business climate as well as our business including increased inflation and rising interest rates and we may make adjustments to ~~landlord tenant allowances~~our allocation of ~~$5.9 million.~~capital in fiscal 2022 or beyond in response to these changing or other circumstances. We may also invest in other uses of our liquidity such as share repurchases, acquisitions, and growth initiatives, including through joint ventures and real estate investments.

Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. Other lease arrangements for our new Design Galleries require the landlord to fund a portion of the construction related costs directly to third parties, rather than through traditional construction allowances and accordingly, under these arrangements we do not expect to receive contributions directly from our landlords related to the building of our Design Galleries. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we ~~may explore~~are exploring other models for our real estate activities, which ~~could~~ include different terms and conditions for real estate transactions. These transactions may involve longer lease terms or further purchases of, or joint ventures or other forms of equity ownership in, real estate interests associated with new sites and ~~buildings.~~buildings that we wish to develop for new Gallery locations or other aspects of our business. These approaches might require different levels of capital investment on our part than a traditional store lease with a landlord. We also ~~believe there is an opportunity to transition~~are pursuing change in our real estate strategy to transition some projects from a leasing model to a development model, where we ~~potentially~~ buy and develop real estate for our Design Galleries ~~then recoup~~either directly or through joint ventures and other structures with the ~~investments~~objective of ultimately (i) recouping a majority of the investment through a sale-leaseback arrangement and (ii) resulting in lower capital investment and lower rent. For example, ~~we have used this strategy~~ in fiscal 2019 ~~through the~~we executed a sale-leaseback transaction for the Yountville Design Gallery for sales proceeds of $24 million and in ~~July~~fiscal 2020 ~~through the~~we executed a sale-leaseback transaction for the Minneapolis Design ~~Gallery.~~Gallery for sales proceeds of $26 million, both of which qualified for sale-leaseback accounting. In the event that such capital and other expenditures require us to pursue additional funding sources, we can provide no ~~assurances~~assurance that we will be successful in securing additional funding on attractive terms or at all.


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 44

~~Table~~ In addition, our capital needs and uses of ~~Contents~~capital may change in the future due to changes in our business or new opportunities that we may pursue.

In addition, we continue to address the effects of the COVID-19 pandemic on our business with respect to real estate development and the introduction of new Galleries in both the USU.S. and internationally. A range of factors involved in the development of new ~~Gallery~~Galleries and RH Hospitality may continue to be affected by the pandemic, including delays in construction as well as permitting and other necessary governmental actions. In addition, the scope and cadence of investments by third parties, including landlords and other real estate counterparties, may be adversely affected by the health crisis. Actions taken by international as well as federal, state and local government authorities, and in some instances mall and shopping center owners, in response to the pandemic, may require changes to our real estate strategy and related capital expenditure and financing plans. In addition, we may continue to be required to make lease payments in whole or in part for our Galleries, Outlets and Restaurants that were temporarily closed or are required to close in the future in the event of resurgences in COVID-19 outbreaks or for other reasons. Any efforts to mitigate the costs of construction delays and deferrals, retail closures and other operational difficulties, including any such difficulties resulting from the pandemic, such as by negotiating with landlords and other third parties regarding the timing and amount of payments under existing contractual arrangements, may not be successful, and as a result, our real estate strategy may have ongoing significant liquidity needs even as we make changes to our planned operations and expansion cadence.

There can be no assurance that we will have sufficient financial resources, or will be able to arrange financing on favorable terms to the extent necessary to fund all of our initiatives, or that sufficient incremental debt will be available to us in order to fund our cash payments in respect of the repayment of the remaining outstanding convertible senior notes in an aggregate principal amount of $683 million at maturity or early conversion of such senior convertible notes. To the extent we need to secure additional sources of liquidity, we cannot assure you that we will be able to raise necessary funds on favorable terms, if at all, or that future financing requirements would not require us to raise money through an equity financing or by other means that could be dilutive to holders of our capital stock. Any adverse developments in the U.S. or global credit markets as a result of the pandemic or any other reason could affect our ability to manage our debt obligations and our ability to access future debt. In addition, agreements governing existing or new debt facilities may restrict our ability to operate our business in the manner we currently expect or to make required payments with respect to existing commitments including the repayment of the principal amount of our convertible senior notes in cash upon maturity of such senior notes. To the extent we need to seek waivers from any provider of debt financing, or we fail to observe the covenants or other requirements of existing or new debt facilities, any such event could have an impact on our other commitments and obligations including triggering cross defaults or other consequences with respect to other indebtedness. Our current level of indebtedness, and any additional indebtedness that we may incur, exposes us to certain risks with regards to interest rate increases and fluctuations. Our ability to make interest payments or to refinance any of our indebtedness to manage such interest rates may be limited or negatively affected by credit market conditions, macroeconomic trends and other risks.

~~Cash Flow Analysis~~

~~A summary of operating, investing, and financing activities is set forth in the following table:~~

THREE MONTHS ENDED

MAY 1,

MAY 2,

2021

2020

(in thousands)
Net cash provided by (used in) operating activities

$
190,875

$
(16,868)
Net cash used in investing activities

(51,423)

(16,632)
Net cash provided by (used in) financing activities

(11,032)

3,182
Net increase (decrease) in cash and cash equivalents and restricted cash equivalents

128,456

(30,450)
Cash and cash equivalents and restricted cash equivalents at end of period

235,527

17,208

~~Net Cash Provided By (Used In) Operating Activities~~

Operating activities consist primarily of net income (loss) adjusted for non-cash items including depreciation and amortization, impairments, stock-based compensation, amortization of debt discount and the effect of changes in working capital and other activities.


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Table of Contents

Cash Flow Analysis

A summary of operating, investing, and financing activities is set forth in the following table:


	THREE MONTHS ENDED
	APRIL 30,		MAY 1,
	2022		2021

	(in thousands)
Net cash provided by operating activities	$	135,949	$	190,875
Net cash used in investing activities		(30,479)		(51,423)
Net cash used in financing activities		(42,351)		(11,032)
Net increase in cash and cash equivalents and restricted cash equivalents		62,841		128,456
Cash and cash equivalents and restricted cash equivalents at end of period		2,244,705		235,527

Net Cash Provided By Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items including depreciation and amortization, impairments, stock-based compensation, loss on extinguishment of debt, cash paid attributable to accretion of debt discount upon settlement of debt (prior to the adoption of ASU 2020-06 in fiscal 2022) and the effect of changes in working capital and other activities.

For the three months ended ~~May 1, 2021,~~April 30, 2022, net cash provided by operating activities was ~~$190.9~~$136 million and consisted of net income of ~~$130.7~~$201 million and an increase in non-cash items of ~~$71.1~~$221 million, partially offset by a change in working capital and other activities of ~~$10.9~~$286 million. The ~~source~~use of cash from working capital was primarily driven by an increase in ~~deferred revenue~~prepaid expenses and ~~customer deposits~~other assets of ~~$82.7~~$160 million primarily due to ~~strong consumer demand for our products~~federal and ~~an increase in other current liabilities of $42.0 million. These sources of cash from working capital were partially offset by uses of cash driven by~~state tax receivables, an increase in merchandise inventory of ~~$49.5~~$83 million, a decrease in ~~accounts payable~~other current liabilities of $30 million and ~~accrued expenses of $32.3 million,~~ a decrease in operating lease liabilities of ~~$19.4~~$19 million primarily due to payments made under the related lease ~~agreements, an increase in landlord assets under construction of $13.6 million and an increase in prepaid expenses and other assets of $12.6 million.~~

For the three months ended May 2, 2020, net cash used in operating activities was $16.9 million and consisted of an increase in cash used for working capital and other activities of $105.3 million and a net loss of $3.2 million, partially offset by non-cash items of $91.7 million. The uses of cash from working capital and other activities consisted primarily of increases in merchandise inventories of $55.8 million and decreases in accounts payable and accrued expense of $53.0 million related to timing of payments.agreements. These uses of cash from working capital were partially offset by ~~sources of cash driven by increases~~an increase in deferred ~~revenues~~revenue and customer deposits of ~~$26.7 million.~~$49 million primarily due to strong consumer demand for our products.

Net Cash Used In Investing Activities

Investing activities consist primarily of investments in capital expenditures related to investments in retail stores, information technology and systems infrastructure, as well as supply chain investments. Investing activities also include our strategic investments.

For the three months ended ~~May 1, 2021,~~April 30, 2022, net cash used in investing activities was ~~$51.4~~$30 million and was comprised of investments in retail stores, information technology and systems infrastructure of ~~$50.3~~$29 million and additional funding of our equity method investments of ~~$1.2~~$1.1 million.

~~For the three months ended May 2, 2020, net cash used in investing activities was $16.6 million and was comprised of investments in retail stores, information technology and systems infrastructure.~~

Net Cash ~~Provided By (Used In)~~Used In Financing Activities

Financing activities consist primarily of borrowings and repayments related to convertible senior notes, credit facilities and other financing arrangements, and cash used in connection with such financing activities include investments in share repurchase programs, repayment of indebtedness including principal payments under finance lease agreements and other equity related ~~transactions such as the convertible note bond hedge and warrant transactions in connection with our convertible notes financings.~~transactions.

For the three months ended ~~May 1, 2021,~~April 30, 2022, net cash used in financing activities was ~~$11.0~~$42 million, primarily due to ~~repayments~~certain transactions entered into in the first quarter of ~~$5.8~~fiscal 2022 related to the 2023 Notes and 2024 Notes, and the related bond hedge and warrant agreements. These transactions resulted in payments of $391 million for the termination of all such outstanding common stock warrants, partially offset by proceeds of $232 million from the termination of all of the remaining convertible note bond hedges. In addition, we repaid $13 million in aggregate principal amount of certain 2023 Notes and 2024 Notes as a result of early conversions during the quarter, as well as made payments on equipment notes of $11 million, term loans of $5.0 million and ~~principal payments under~~ finance lease agreements of ~~$3.7~~$3.6 million. ~~In addition, $2.4 million~~These cash outflows were partially offset by proceeds from option exercises of ~~the 2023 Notes was repaid in the three months ended May 1, 2021 due to early conversion at the option of the noteholders, of which $2.1 million is presented as~~ ~~repayments of convertible senior notes~~ ~~within cash from financing activities and $0.3 million is reflected as non-cash~~ ~~accretion of debt discount upon settlement of debt~~ ~~within cash from operating activities.~~

~~For the three months ended May 2, 2020, net cash provided by financing activities was $3.2~~$150 million, primarily due to ~~net borrowings under~~Mr. Friedman’s option exercise activity in the ~~asset based credit facility~~first quarter of ~~$10.0 million, partially offset by repayments~~fiscal 2022.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 45

Table of ~~$5.2 million on equipment notes and principal payments under finance lease agreements of $2.1 million.~~Contents

Non-Cash Transactions

~~Non- cash~~Non-cash transactions consist of non-cash additions of property and equipment and landlord assets and reclassification of assets from landlord assets under construction to finance lease right-of-use assets, as well as promissory notes forgiven in exchange for assets. In addition, non-cash transactions consist of shares issued and received related to ~~the settlement of~~ convertible senior note ~~transactions.~~transactions, as well as a financing liability and an embedded derivative arising from the Notes Repurchase (refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements).

Cash Requirements from Contractual Obligations

Leases

We lease nearly all of our retail and outlet locations, corporate headquarters, distribution centers and home delivery center locations, as well as other storage and office space. Refer to Note 8—Leases in our condensed consolidated financial statements for further information on our lease arrangements, including the maturities of our operating and finance lease liabilities.

Most lease arrangements provide us with the option to renew the leases at defined terms. The table presenting the maturities of our lease liabilities included in Note 8—Leases in our condensed consolidated financial statements includes future obligations for renewal options that are reasonably certain to be exercised and are included in the measurement of the lease liability. Amounts presented therein do not include future lease payments under leases that have not commenced or estimated contingent rent due under operating and finance leases.

Convertible Senior Notes

Refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements for further information on ~~our 0.00% Convertible Senior~~the 2023 Notes ~~due~~and 2024 ~~and 0.00% Convertible Senior Notes due 2023.~~Notes.


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 46

~~Table of Contents~~

Asset Based Credit Facility

Refer to Note 10—Credit Facilities in our condensed consolidated financial statements for further information on our asset based credit ~~facility.~~facility, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit.

~~Equipment~~Term Loan ~~Facility~~

Refer to Note 10—Credit Facilities in our condensed consolidated financial statements for further information on our Term Loan.

Equipment Loan Facility

Refer to Note 10—Credit Facilities in our condensed consolidated financial statements for further information on our equipment loan facility.

Share Repurchase Program

We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase programs, including, among others, current cash needs, capacity for leverage, cost of borrowings, results of operations and the market price of our common stock. We believe that share repurchase programs will continue to be an excellent allocation of capital for the long-term benefit of our shareholders. We may undertake other repurchase programs in the future with respect to our securities.

Our free cash flow has historically supported our current and completed share repurchase programs. We generated $405 million, $330 million and $163 million in free cash flow in fiscal 2020, fiscal 2019 and fiscal 2018, respectively. Free cash flow excludes all non-cash items. Free cash flow is net cash provided by operating activities adjusted by the non-cash accretion of debt discount upon settlement of debt, proceeds from sale of asset, capital expenditures, principal payments under finance leases and equity method investments. Free cash flow is included in this filing because our senior leadership team believes that free cash flow provides meaningful supplemental information for investors regarding the performance of our business and facilitates a meaningful evaluation of operating results on a comparable basis with historical results. Our senior leadership team uses this non-GAAP financial measure in order to have comparable financial results to analyze changes in our underlying business. A reconciliation of our net cash provided by operating activities to free cash flow is as follows:

YEAR ENDED

JANUARY 30,

FEBRUARY 1,

FEBRUARY 2,

2021

2020

2019

(in thousands)
Net cash provided by operating activities

$
500,770

$
339,188

$
249,603
Accretion of debt discount upon settlement of debt

84,003

70,482

—
Proceeds from sale of assets

25,006

24,078

—
Capital expenditures

(111,126)

(93,623)

(79,992)
Principal payments under finance leases

(12,498)

(9,682)

(6,885)
Equity method investments

(80,723)

—

—
Free cash flow

$
405,432

$
330,443

$
162,726

$950 Million Share Repurchase Program

In 2018, our Board of Directors authorized a share repurchase program through open market purchases, privately negotiated transactions or other means, including through Rule 10b-18 open market repurchases, Rule 10b5-1 trading plans or through the use of other techniques such as the acquisition of other equity linked instruments, accelerated share repurchases including through privately-negotiated arrangements in which a portion of the share repurchase program is committed in advance through a financial intermediary and/or in transactions involving hedging or derivatives. We completed $250.0 million in share repurchases in fiscal 2018 under this program. In the first quarter of fiscal 2019, we repurchased approximately 2.2 million shares of our common stock at an average price of $115.36 per share, for an aggregate repurchase amount of approximately $250.0 million under this share repurchase program. We did not make any repurchases under this share repurchase program during ~~either the three months ended May 1,~~fiscal 2020, fiscal 2021 or ~~May 2, 2020. The total current authorized size~~the first quarter of this share purchase program is up to $950 million (the “950 Million Repurchase Program”), of which $450.0 million remained available as of May 1, 2021 for future share investments under this share repurchase program.fiscal 2022.


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Table of Contents

~~Contractual Obligations~~

AsThe total current authorized size of ~~May 1, 2021, there were no material changes~~the share purchase program is up to ~~our contractual obligations described within~~ ~~Management’s Discussion and Analysis~~$950 million (the “Share Repurchase Program”), of ~~Financial Condition and Results of Operations—Contractual Obligations~~ ~~in the 2020 Form 10-K, other than lease agreements entered into in the normal course of business (refer to Note 8~~~~—Leases~~).

~~Off Balance Sheet Arrangements~~

~~We have no material off balance sheet arrangements~~which $450 million remained available as of ~~May 1, 2021.~~April 30, 2022 for future share repurchases under this share repurchase program.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with ~~accounting principles generally accepted in the United States~~GAAP requires senior leadership to make estimates and assumptions that affect amounts reported in our consolidated financial statements and related notes, as well as the related disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We evaluate our accounting policies, estimates, and judgments on an on-going basis. We base our estimates and judgments on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions and conditions and such differences could be material to the consolidated financial statements.

We evaluate the development and selection of our critical accounting policies and estimates and believe that certain of our significant accounting policies involve a higher degree of judgment or complexity and are most significant to reporting our consolidated results of operations and financial position, and are therefore discussed as critical:

Merchandise Inventories—Reserves

Impairment

Tradenames, Trademarks and Other Intangible Assets

Long-Lived Assets

Lease Accounting

Reasonably Certain Lease Term

Incremental Borrowing Rate

Fair Value

Stock-Based Compensation—Performance-Based Awards

Equity Method Investments

There have been no material changes to the critical accounting policies and estimates listed above from the disclosures included in the ~~2020~~2021 Form 10-K. For further discussion regarding these policies, refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates in the ~~2020~~2021 Form 10-K.

Recent Accounting Pronouncements

Refer to Note 2—Recently Issued Accounting Standards in our condensed consolidated financial statements for a description of recently ~~proposed~~issued accounting standards ~~which~~that may impact our consolidated financial statements in future reporting periods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS

Interest Rate Risk

We currently do not engage in any interest rate hedging activity and we have no intention to do so in the foreseeable future.


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Table of Contents

We are subject to interest rate risk in connection with borrowings under ~~our revolving line of credit under~~ the ABL Credit Agreement ~~which bears~~and the Term Loan Credit Agreement, as amended, in each case bearing interest at variable rates and we may incur additional indebtedness that bears interest at variable rates. The Federal Reserve continued increasing short-term interest rates in the first quarter of 2022, compared to the historically low levels in the same period in 2021 and there is widespread expectation in the market for rate increases to continue during the remainder of 2022. Such interest rate increases, if they continue, may increase the interest rate applicable to our borrowings that have rates that are subject to adjustment pursuant to floating rate indices such as LIBOR or SOFR. As of ~~May 1, 2021,~~April 30, 2022, we had no outstanding borrowings under the revolving line of ~~credit.~~credit and $1,990 million outstanding under the Term Loan Credit Agreement. In May, 2022, we issued an additional $500 million in principal amount of term debt under the Term Loan Credit Agreement, as amended. The ABL Credit Agreement provides for a borrowing amount based on the value of eligible collateral and a formula linked to certain borrowing percentages based on certain categories of collateral. Under the terms of such provisions, the amount under the revolving line of credit borrowing base that could be available pursuant to the ABL Credit Agreement as of ~~May 1, 2021~~April 30, 2022 was ~~$285.6~~$444 million, net of ~~$20.1~~$20 million in outstanding letters of credit. Based on the average interest rate on the revolving line of credit under the ABL Credit Agreement and the Term Loan under the Term Loan Credit Agreement during the three months ended ~~May 1, 2021,~~April 30, 2022, and to the extent that borrowings were outstanding ~~on such line of credit,~~under any facility, we do not believe that a 10% change in the interest rate would have a material effect on our consolidated results of operations or financial condition. To the extent that we incur additional indebtedness, we may increase our exposure to risk from interest rate fluctuations.

Following announcements by the United Kingdom’s Financial Conduct Authority (the “FCA”), which regulates LIBOR, and the Intercontinental Exchange Benchmark Administration, the administrator of LIBOR, publication of 1-week and 2-month U.S. Dollar LIBOR settings and all tenors for other currencies ceased after December 31, 2021. While publication of the remaining U.S. Dollar settings (overnight and 1, 3, 6 and 12 month U.S. Dollar LIBOR) is expected to cease after June 20, 2023. U.S. banking and other global financial services regulators have directed regulated institutions to cease entering into new LIBOR-based contracts as soon as practicable and in any event by the end of 2021.

A number of our current debt ~~agreements,~~facilities entered into prior to the end of 2021, including the facilities under the ABL Credit Agreement and the Term Loan Credit Agreement, have an interest rate tied to ~~LIBOR, which is expected to be discontinued after 2021. A number of alternatives to LIBOR have been proposed or are being developed, but~~LIBOR. At this time, it is not ~~clear~~possible to predict the effect of transitioning from LIBOR. SOFR, which ifis currently published by the Federal Reserve Bank of New York based on overnight U.S. Treasury repurchase agreement transactions, has been recommended as the alternative to LIBOR by the Alternative Reference Rates Committee convened by the Federal Reserve Board and the Federal Reserve Bank of New York and is provided as an alternative rate for our current debt facilities having an interest rate tied to LIBOR. However, SOFR or any ~~will be adopted. Any of these~~other alternative ~~methods~~rates may result in interest payments that are higher than expected or that do not otherwise correlate over time with the payments that would have been made on such indebtedness for the interest periods if the applicable LIBOR rate was available in its current form. We intend to continue to evaluate and monitor the risks associated with the LIBOR transition which include identifying and monitoring our exposure to LIBOR and ensuring operational processes are updated to accommodate alternative rates. Due to uncertainty surrounding alternative rates, we are unable to predict the overall impact of this change at this time.

As of ~~May 1, 2021,~~April 30, 2022, we had ~~$333~~$20 million principal amount of 0.00% convertible senior notes due 2023 outstanding (the “2023 Notes”). As this instrument does not bear interest, we do not have interest rate risk exposure related to this debt.

As of ~~May 1, 2021,~~April 30, 2022, we had ~~$350~~$81 million principal amount of 0.00% convertible senior notes due 2024 outstanding (the “2024 Notes”). As this instrument does not bear interest, we do not have interest rate risk exposure related to this debt.

Foreign Currency Risk

Our revenues are predominately denominated in U.S. dollars, and accordingly, our net revenues are not currently subject to significant foreign currency risk. However, as we are currently expanding our operations into select European markets, fluctuations in foreign currency exchange rates are beginning to impact our results of operations. Certain of our operating expenses are denominated in the currencies of the countries in which our operations exist or are expanding, and accordingly, we have exposure to adverse movements in foreign currency exchange rates, particularly changes in the Pound sterling, Euro and Canadian Dollar, as our international operations are translated from local currency, or functional currency, into U.S. dollars upon consolidation. Fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our consolidated statements of income, which are presented in other income—net on the consolidated statements of income. We minimize this exposure by managing cash balances at levels appropriate to meet forthcoming expenses in U.S. dollars and applicable foreign currencies.


PART I. FINANCIAL INFORMATION	2022 FIRST QUARTER FORM 10-Q \| 48

Table of Contents

To date, we have not engaged in foreign currency hedging transactions because our foreign currency transaction gains and losses have not been material to our consolidated financial statements, but we may begin foreign currency risk management strategies in the future.

Market Price Sensitive Instruments

~~0.00%~~ Convertible Senior Notes ~~due 2023~~

In connection with the issuance of the 2023 Notes and 2024 Notes, we entered into privately-negotiated convertible note hedge transactions with certain counterparties. The convertible note hedge transactions relate to, collectively, 1.7 million shares of our common stock, which represents the number of shares of our common stock underlying the 2023 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2023 Notes. These convertible note hedge transactions are expected to reduce the potential earnings dilution with respect to our common stock upon conversion of the 2023 Notes and/or reduce our exposure to potential cash or stock payments that may be required upon conversion of the 2023 Notes.

We also entered into separate warrant transactions with the same group of counterparties initially relating to the number of shares of our common stock underlying the convertible note hedge transactions, subject to customary anti-dilution adjustments. ~~The warrant transactions will~~During the first quarter of fiscal 2022, we have ~~a dilutive effect with respect~~entered into agreements to ~~our common stock to the extent that the price per share~~repurchases $180 million in aggregate principal amount of ~~our common stock exceeds the strike price~~convertible senior notes consisting of approximately $45 million and $135 million in aggregate principal amount of the ~~warrants unless~~2023 Notes and 2024 Notes, respectively. In addition to such notes repurchase, we ~~elect, subject to certain conditions, to settle the warrants in cash. The strike price~~have also terminated all of the ~~warrant transactions is initially $309.84 per share.~~remaining bond hedges as well as all of the outstanding warrants originally issued in conjunction with the 2023 Notes and the 2024 Notes. Refer to Note 9—Convertible Senior Notes in our condensed consolidated financial ~~statements.~~

~~0.00% Convertible Senior Notes due 2024~~

~~In connection with the issuance of the 2024 Notes, we entered into privately-negotiated convertible note hedge~~statements for further information on these transactions with certain counterparties. The convertible note hedge transactions relate to, collectively, 1.7 million shares of our common stock, which represents the number of shares of our common stock underlying the 2024 Notes, subject to anti-dilution adjustments substantially similar to those applicablerelated to the ~~2024 Notes. These convertible note hedge transactions are expected to reduce the potential earnings dilution with respect to our common stock upon conversion of the 2024~~2023 Notes ~~and/or reduce our exposure to potential cash or stock payments that may be required upon conversion of the~~and 2024 Notes.


~~PART I. FINANCIAL INFORMATION~~	~~2021 FIRST QUARTER FORM 10-Q \|~~ 49

~~Table of Contents~~

Impact of Inflation

Our results of operations and financial condition are presented based on historical cost. While it is difficult to accurately measure the historical impact of inflation due to the imprecise nature of the estimates required, we believe the effects of inflation, if any, on our consolidated results of operations and financial condition have been ~~immaterial.~~immaterial to date. However, there can be no assurance that our results of operations and financial condition will not be materially impacted by inflation in the future, including by heightened levels of inflation that were being experienced globally at the end of our first fiscal quarter. We may be unable to overcome these issues through measures such as price increases for our products. Risks related to inflation could include increased costs for many products and services that are necessary for the operation of our business, as well as the impact of interest rate increases, which could have among other consequences a negative effect on the housing market and impact to consumer demand for our products.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under 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 include controls and procedures designed to ensure that the information required to be disclosed by us in such reports is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our fiscal quarter ended ~~May 1, 2021~~April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART I. FINANCIAL INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5049

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PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, we and/or our senior leadership team are involved in litigation, claims and other proceedings relating to the conduct of our business, including purported class action litigation, as well as securities class action litigation. Such legal proceedings may include claims related to our employment practices, wage and hour claims, claims of intellectual property infringement, including with respect to trademarks and trade dress, claims asserting unfair competition and unfair business practices, claims with respect to our collection and sale of reproduction products, and consumer class action claims relating to our consumer practices including the collection of zip code or other information from customers. In addition, from time to time, we are subject to product liability and personal injury claims for the products that we sell and the stores we operate. Subject to certain exceptions, our purchase orders generally require the vendor to indemnify us against any product liability claims; however, if the vendor does not have insurance or becomes insolvent, we may not be indemnified. In addition, we could face a wide variety of employee claims against us, including general discrimination, privacy, labor and employment, ERISA and disability claims. Any claims could result in litigation against us and could also result in regulatory proceedings being brought against us by various federal and state agencies that regulate our business, including the U.S. Equal Employment Opportunity Commission. Often these cases raise complex factual and legal issues, which are subject to risks and uncertainties and which could require significant senior leadership team’s time. Litigation and other claims and regulatory proceedings against us could result in unexpected expenses and liability and could also materially adversely affect our operations and our reputation.

For additional information refer to Note 16—Commitments and Contingencies in our condensed consolidated financial statements within Part I of this Quarterly Report on Form 10-Q.

ITEM 1A. RISK FACTORS

We operate in a rapidly changing environment that involves a number of risks that could materially and adversely affect our business, financial condition, prospects, operating results or cash flows. For a detailed discussion of certain risks that affect our business, refer to the section entitled “Risk Factors” in our ~~Annual Report on~~2021 Form ~~10-K for the fiscal year ended January 30, 2021 (“2020 Form 10-K”).~~10-K. There have been no material changes to the risk factors disclosed in our ~~2020~~2021 Form 10-K.

The risks described in our ~~2020~~2021 Form 10-K are not the only risks we face. We describe in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this ~~quarterly report~~Quarterly Report on Form 10-Q certain known trends and uncertainties that affect our business. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, operating results and financial condition.


PART II. OTHER INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5150

Table of Contents

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Repurchases of Common Stock

During the three months ended ~~May 1, 2021,~~April 30, 2022, we repurchased the following shares of our common stock:


				APPROXIMATE DOLLAR					APPROXIMATE DOLLAR
		AVERAGE		VALUE OF SHARES THAT			AVERAGE		VALUE OF SHARES THAT
		PURCHASE		MAY YET BE			PURCHASE		MAY YET BE
	NUMBER OF	PRICE PER		PURCHASED UNDER THE		NUMBER OF	PRICE PER		PURCHASED UNDER THE
	SHARES ⁽¹⁾	SHARE		PLANS OR PROGRAMS ⁽²⁾		SHARES ⁽¹⁾	SHARE		PLANS OR PROGRAMS⁽²⁾
				(in millions)					(in millions)
January 31, 2021 to February 27, 2021	—	$	—	$	450
February 28, 2021 to April 3, 2021	1,583	$	574.28	$	450
April 4, 2021 to May 1, 2021	30	$	596.34	$	450
January 30, 2022 to February 26, 2022						—	$	—	$	450
February 27, 2022 to April 2, 2022						811	$	328.57	$	450
April 3, 2022 to April 30, 2022						35	$	335.07	$	450
Total	1,613					846

(1)	Reflects shares withheld from delivery to satisfy exercise price and tax withholding obligations of employee recipients that occur upon the vesting of restricted stock units granted under our 2012 Stock Incentive Plan.

(2)

Reflects the dollar value of shares that may yet be repurchased under the ~~$950 Million~~Share Repurchase Program authorized by the Board of Directors on October 10, 2018 and replenished on March 25, 2019. ~~There were no shares repurchased under this plan during the three months ended May 1, 2021.~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~None.


PART II. OTHER INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5251

Table of Contents

ITEM 6. EXHIBITS


			~~INCORPORATED BY REFERENCE~~
~~EXHIBIT~~ ~~NUMBER~~	~~EXHIBIT DESCRIPTION~~	~~FORM~~	FILE NUMBER	DATE OF FIRST FILING	EXHIBIT NUMBER	FILED HEREWITH
~~31.1~~	~~Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.~~	—	—	—	—	X
~~31.2~~	~~Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.~~	—	—	—	—	X
~~32.1~~	~~Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section��906 of the Sarbanes-Oxley Act of 2002.~~	—	—	—	—	X
~~32.2~~	~~Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~	—	—	—	—	X
~~101.INS~~	~~XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~	—	—	—	—	X
~~101.SCH~~	~~Inline XBRL Taxonomy Extension Schema Document~~	—	—	—	—	X
~~101.CAL~~	~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~	—	—	—	—	X
~~101.DEF~~	~~Inline XBRL Taxonomy Extension Definition Linkbase Document~~	—	—	—	—	X
~~101.LAB~~	~~Inline XBRL Taxonomy Extension Label Linkbase Document~~	—	—	—	—	X
~~101.PRE~~	~~Inline XBRL Taxonomy Extension Presentation Linkbase Document~~	—	—	—	—	X
~~104~~	~~Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.~~	—	—	—	—	X



			INCORPORATED BY REFERENCE
EXHIBIT NUMBER	EXHIBIT DESCRIPTION	FORM	FILE NUMBER	DATE OF FIRST FILING	EXHIBIT NUMBER	FILED HEREWITH
10.1	Form of Partial Warrant Termination Agreement by and between RH and the applicable Hedge Counterparty.	8-K	001-35720	April 13, 2022	10.1
10.2	Form of Partial Warrant Termination Agreement by and between RH and the applicable Hedge Counterparty.	8-K	001-35720	April 13, 2022	10.2
10.3	Form of Remaining Warrant Termination Agreement by and between RH and the applicable Hedge Counterparty.	8-K	001-35720	April 18, 2022	10.1
10.4	Form of Bond Hedge Termination Agreement by and between RH and the applicable Hedge Counterparty.	8-K	001-35720	April 18, 2022	10.2
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.	—	—	—	—	X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.	—	—	—	—	X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—	X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	—	—	—	—	X
101.INS	XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	—	—	—	—	X
101.SCH	Inline XBRL Taxonomy Extension Schema Document	—	—	—	—	X
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document	—	—	—	—	X
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document	—	—	—	—	X
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document	—	—	—	—	X
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document	—	—	—	—	X
104	Cover Page Interactive Data File––the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.	—	—	—	—	X


PART II. OTHER INFORMATION	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5352

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.




Date: June ~~10, 2021~~3, 2022	By:	/s/ Gary Friedman
	Gary Friedman
	Chairman and Chief Executive Officer
	(Principal Executive Officer)


Date: June ~~10, 2021~~3, 2022	By:	/s/ Jack Preston
	Jack Preston
	Chief Financial Officer
	(Principal Financial Officer)


Date: June ~~10, 2021~~3, 2022	By:	/s/ ~~Glenda Citragno~~Christina Hargarten
	~~Glenda Citragno~~Christina Hargarten
	~~SVP,~~ Chief Accounting Officer
	(Principal Accounting Officer)


SIGNATURES	~~2021~~2022 FIRST QUARTER FORM 10-Q \| 5453


	YEAR ENDED
	JANUARY 30,		FEBRUARY 1,		FEBRUARY 2,
	2021		2020		2019

	(in thousands)
Net cash provided by operating activities	$	500,770	$	339,188	$	249,603
Accretion of debt discount upon settlement of debt		84,003		70,482		—
Proceeds from sale of assets		25,006		24,078		—
Capital expenditures		(111,126)		(93,623)		(79,992)
Principal payments under finance leases		(12,498)		(9,682)		(6,885)
Equity method investments		(80,723)		—		—
Free cash flow	$	405,432	$	330,443	$	162,726

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company