
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)

INDEX TO FORM ~~10-Q/A~~10-Q


		Page

PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	53
	Condensed Consolidated Balance Sheets (Unaudited) as of ~~October~~April 29, ~~2022~~2023 and January ~~29, 2022~~28, 2023	53
	Condensed Consolidated Statements of Income ~~(Restated)~~ (Unaudited) for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022	64
	Condensed Consolidated Statements of Comprehensive Income (Unaudited) for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022	75
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022	86
	Condensed Consolidated Statements of Cash Flows (Unaudited) for the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022	107
	Notes to Condensed Consolidated Financial Statements (Unaudited)	139
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4031
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	6148
Item 4.	Controls and Procedures	6348

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	6550
Item 1A.	Risk Factors	6550
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6551
Item 3.	Defaults Upon Senior Securities	6651
Item 4.	Mine Safety Disclosures	6651
Item 5.	Other Information	6651
Item 6.	Exhibits	6752
Signatures		6853


TABLE OF ~~CONTENTS~~CONENTS	~~2022 SECOND~~2023 FIRST QUARTER FORM 10-Q \| 42

Table of Contents

PART I

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

	(in thousands)				(in thousands)
ASSETS
Cash and cash equivalents	$	2,150,466	$	2,177,889	$	1,516,689	$	1,508,101
Restricted cash (Note 5)		3,882		—
Restricted cash						3,538		3,662
Accounts receivable—net		58,563		57,914		60,233		59,763
Merchandise inventories		819,299		734,289		766,301		801,841
Prepaid expense and other current assets		234,247		121,350		129,083		139,297
Total current assets		3,266,457		3,091,442		2,475,844		2,512,664
Property and equipment—net		1,577,900		1,227,920		1,640,596		1,635,984
Operating lease right-of-use assets		536,452		551,045		528,010		527,246
Goodwill		141,021		141,100		141,026		141,048
Tradenames, trademarks and other intangible assets		74,269		73,161		75,144		74,633
Deferred tax assets		63,105		56,843		150,539		167,039
Equity method investments		97,005		100,810		132,997		101,468
Other non-current assets		127,506		298,149		175,674		149,207
Total assets	$	5,883,715	$	5,540,470	$	5,319,830	$	5,309,289
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	389,965	$	442,379	$	321,743	$	374,949
Deferred revenue and customer deposits		361,113		387,933		344,944		325,754
Convertible senior notes due 2023—net		1,702		9,389
Convertible senior notes due 2024		—		3,600
Convertible senior notes due 2023						1,694		1,696
Operating lease liabilities		77,858		73,834		81,262		80,384
Other current liabilities		104,538		146,623		101,860		103,190
Total current liabilities		935,176		1,063,758		851,503		885,973
Asset based credit facility		—		—		—		—
Term loan B—net		1,940,701		1,953,203		1,932,356		1,936,529
Term loan B-2—net		469,396		—		469,091		469,245
Real estate loans (Note 5)		17,912		—
Convertible senior notes due 2023—net		—		59,002
Real estate loans						17,905		17,909
Convertible senior notes due 2024—net		41,696		184,461		41,751		41,724
Non-current operating lease liabilities		521,093		540,513		504,479		505,809
Non-current finance lease liabilities		656,643		560,550		648,792		653,050
Deferred tax liabilities						6,402		6,315
Other non-current obligations		7,151		8,706		8,165		8,074
Total liabilities		4,589,768		4,370,193		4,480,444		4,524,628
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock—$0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of October 29, 2022 and January 29, 2022		—		—
Common stock—$0.0001 par value per share, 180,000,000 shares authorized, 23,609,536 shares issued and outstanding as of October 29, 2022; 21,506,967 shares issued and outstanding as of January 29, 2022		2		2
Preferred stock—$0.0001 par value per share, 10,000,000 shares authorized, no shares issued or outstanding as of April 29, 2023 and January 28, 2023						—		—
Common stock—$0.0001 par value per share, 180,000,000 shares authorized, 22,051,251 shares issued and outstanding as of April 29, 2023; 22,045,385 shares issued and outstanding as of January 28, 2023						2		2
Additional paid-in capital		313,887		620,577		257,616		247,076
Accumulated other comprehensive loss		(12,685)		(1,410)		(108)		(2,403)
Retained earnings		992,743		551,108		581,876		539,986
Total stockholders’ equity		1,293,947		1,170,277		839,386		784,661
Total liabilities and stockholders’ equity	$	5,883,715	$	5,540,470	$	5,319,830	$	5,309,289

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 53

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)


	THREE MONTHS ENDED				NINE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		THREE MONTHS ENDED
	2022		2021		2022		2021		APRIL 29,		APRIL 30,
					(restated)				2023		2022

	(in thousands, except share and per share amounts)								(in thousands, except share and per share amounts)
Net revenues	$	869,066	$	1,006,428	$	2,817,978	$	2,856,079	$	739,162	$	957,292
Cost of goods sold		448,288		501,174		1,375,399		1,456,172		391,617		458,709
Gross profit		420,778		505,254		1,442,579		1,399,907		347,545		498,583
Selling, general and administrative expenses		250,528		232,715		832,627		690,492		248,305		293,295
Income from operations		170,250		272,539		609,952		709,415		99,240		205,288
Other expenses
Interest expense—net		31,417		13,223		78,536		40,112		39,816		20,855
Loss on extinguishment of debt		—		18,513		169,578		21,784		—		146,116
Other expense—net		1,989		—		4,841		—
Other income—net										(653)		(343)
Total other expenses		33,406		31,736		252,955		61,896		39,163		166,628
Income before income taxes and equity method investments		136,844		240,803		356,997		647,519		60,077		38,660
Income tax expense (benefit)		36,162		54,391		(70,867)		99,124		16,585		(163,426)
Income before equity method investments		100,682		186,412		427,864		548,395		43,492		202,086
Share of equity method investments losses		(1,922)		(2,313)		(6,118)		(6,894)
Share of equity method investments loss										1,602		1,375
Net income	$	98,760	$	184,099	$	421,746	$	541,501	$	41,890	$	200,711
Weighted-average shares used in computing basic net income per share		23,681,482		21,430,557		23,588,464		21,200,146		22,047,029		22,608,537
Basic net income per share (Note 13)	$	4.17	$	8.59	$	17.88	$	25.54
Basic net income per share									$	1.90	$	8.88
Weighted-average shares used in computing diluted net income per share		26,098,265		31,291,079		26,947,087		31,493,396		23,758,788		27,808,082
Diluted net income per share (Note 13)	$	3.78	$	5.88	$	15.65	$	17.19
Diluted net income per share									$	1.76	$	7.22

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 64

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Net income	$	98,760	$	184,099	$	421,746	$	541,501	$	41,890	$	200,711
Net losses from foreign currency translation		(4,890)		(2,097)		(11,275)		(1,397)
Net gains (losses) from foreign currency translation										2,295		(4,145)
Comprehensive income	$	93,870	$	182,002	$	410,471	$	540,104	$	44,185	$	196,566

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 75

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)


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

			(in thousands, except share amounts)														(in thousands, except share amounts)
Balances—July 30, 2022	$	—	23,715,191	$	2	$	334,054	$	(7,795)	$	893,983	—	$	—	$	1,220,244
Stock-based compensation		—	—		—		10,187		—		—	—		—		10,187
Vested and delivered restricted stock units		—	1,119		—		(171)		—		—	—		—		(171)
Exercise of stock options		—	20,777		—		1,527		—		—	—		—		1,527
Repurchases of common stock		—	(127,557)		—		—		—		—	127,557		(31,710)		(31,710)
Retirement of treasury stock		—	—		—		(31,710)		—		—	(127,557)		31,710		—
Settlement of convertible senior notes		—	6		—		—		—		—	—		—		—
Net income		—	—		—		—		—		98,760	—		—		98,760
Net losses from foreign currency translation		—	—		—		—		(4,890)		—	—		—		(4,890)
Balances—October 29, 2022	$	—	23,609,536	$	2	$	313,887	$	(12,685)	$	992,743	—	$	—	$	1,293,947

Balances—July 31, 2021	$	30,515	21,407,717	$	2	$	583,112	$	3,265	$	219,964	—	$	—	$	806,343
Balances—January 28, 2023																	22,045,385	$	2	$	247,076	$	(2,403)	$	539,986	—	$	—	$	784,661
Stock-based compensation		—	—		—		11,995		—		—	—		—		11,995	—		—		10,180		—		—	—		—		10,180
Vested and delivered restricted stock units		—	1,981		—		(706)		—		—	—		—		(706)	847		—		(96)		—		—	—		—		(96)
Exercise of stock options		—	55,419		—		4,101		—		—	—		—		4,101	5,017		—		456		—		—	—		—		456
Settlement of convertible senior notes		—	864,090		—		(592,414)		—		—	(864,074)		579,539		(12,875)	2		—		—		—		—	—		—		—
Net income																	—		—		—		—		41,890	—		—		41,890
Net gains from foreign currency translation																	—		—		—		2,295		—	—		—		2,295
Balances—April 29, 2023																	22,051,251	$	2	$	257,616	$	(108)	$	581,876	—	$	—	$	839,386

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		—	(864,074)		—		579,539		—		—	864,074		(579,539)		—	(36,968)		—		14,705		—		—	36,968		(14,705)		—
Reclassification of equity component to mezzanine equity related to early converted senior notes outstanding—net		(16,944)	—		—		16,944		—		—	—		—		16,944
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		—	—		—		—		—		184,099	—		—		184,099	—		—		—		—		200,711	—		—		200,711
Net losses from foreign currency translation		—	—		—		—		(2,097)		—	—		—		(2,097)	—		—		—		(4,145)		—	—		—		(4,145)
Balances—October 30, 2021	$	13,571	21,465,133	$	2	$	602,571	$	1,168	$	404,063	—	$	—	$	1,007,804
Balances—April 30, 2022																	24,661,781	$	2	$	575,635	$	(5,555)	$	771,708	—	$	—	$	1,341,790

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 86

~~Table of Contents~~

~~CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (continued)~~

~~(Unaudited)~~

NINE MONTHS ENDED

COMMON STOCK

TREASURY STOCK

ACCUMULATED

ADDITIONAL

OTHER

TOTAL

MEZZANINE

PAID-IN

COMPREHENSIVE

RETAINED

STOCKHOLDERS'


EQUITY


SHARES

AMOUNT

CAPITAL

INCOME (LOSS)

EARNINGS

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

—

—

—

33,725

—

—

—

—

33,725
Issuance of restricted stock

—

3,577

—

—

—

—

—

—

—
Vested and delivered restricted stock units

—

2,985

—

(494)

—

—

—

—

(494)
Exercise of stock options

—

3,223,552

—

153,568

—

—

—

—

153,568
Repurchases of common stock

—

(1,127,557)

—

—

—

—

1,127,557

(286,441)

(286,441)
Retirement of treasury stock

—

—

—

(286,441)

—

—

(1,127,557)

286,441

—
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

—

36,980

—

(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

—

—

—

—

—

421,746

—

—

421,746
Net losses from foreign currency translation

—

—

—

—

(11,275)

—

—

—

(11,275)
Balances—October 29, 2022

$
—

23,609,536

$
2

$
313,887

$
(12,685)

$
992,743

—

$
—

$
1,293,947

Balances—January 30, 2021

$
—

20,995,387

$
2

581,897

$
2,565

$
(137,438)

—

$
—

$
447,026
Stock-based compensation

—

—

—

37,284

—

—

—

—

37,284
Issuance of restricted stock

—

1,260

—

—

—

—

—

—

—
Vested and delivered restricted stock units

—

39,679

—

(19,354)

—

—

—

—

(19,354)
Exercise of stock options

—

428,788

—

30,080

—

—

—

—

30,080
Settlement of convertible senior notes

—

983,694

—

(674,549)

—

—

(983,675)

660,784

(13,765)
Exercise of call option under bond hedge upon settlement of convertible senior notes

—

(983,675)

—

660,784

—

—

983,675

(660,784)

—
Reclassification of equity component to mezzanine equity related to early converted senior notes outstanding—net

13,571

—

—

(13,571)

—

—

—

—

(13,571)
Net income

—

—

—

—

—

541,501

—

—

541,501
Net gains from foreign currency translation

—

—

—

—

(1,397)

—

—

—

(1,397)
Balances—October 30, 2021

$
13,571

21,465,133

$
2

$
602,571

$
1,168

$
404,063

—

$
—

$
1,007,804

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


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 9

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2023		2022

	(in thousands)				(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	421,746	$	541,501	$	41,890	$	200,711
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		79,760		71,375		27,770		24,758
Non-cash operating lease cost		55,912		54,084		19,865		18,391
Asset impairments		19,080		7,354		2,475		5,923
Gain on sale of building and land		(775)		—
Amortization of debt discount		—		24,236
Stock-based compensation expense		33,725		37,426		10,180		12,802
Non-cash finance lease interest expense		23,526		19,468		8,486		7,071
Product recalls		560		840		—		560
Deferred income taxes		5,627		(122)		16,527		5,493
Loss on extinguishment of debt		169,578		21,784		—		146,116
Gain on derivative instruments—net		(1,724)		—		—		(3,177)
Share of equity method investments losses		6,118		6,894
Share of equity method investments loss						1,602		1,375
Other non-cash items		5,542		(6,030)		2,215		1,269
Cash paid attributable to accretion of debt discount upon settlement of debt		—		(39,078)
Change in assets and liabilities:
Accounts receivable		(675)		(1,131)		(462)		(7,715)
Merchandise inventories		(96,598)		(89,225)		35,915		(83,115)
Prepaid expense and other assets		(152,892)		(39,168)		(4,311)		(160,116)
Landlord assets under construction—net of tenant allowances		(43,380)		(50,351)		(9,583)		(12,148)
Accounts payable and accrued expenses		(44,999)		(17,980)		(54,354)		(14,778)
Deferred revenue and customer deposits		(26,604)		104,419		19,160		48,909
Other current liabilities		(36,596)		(28,106)		(556)		(30,057)
Current and non-current operating lease liabilities		(56,936)		(59,194)		(21,543)		(19,379)
Other non-current obligations		(23,974)		(25,314)		(8,538)		(6,944)
Net cash provided by operating activities		336,021		533,682		86,738		135,949
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures		(109,675)		(153,774)		(34,190)		(29,364)
Proceeds from sale of asset		5,287		—
Equity method investments		(2,313)		(4,816)		(33,131)		(1,115)
Net cash used in investing activities		(106,701)		(158,590)		(67,321)		(30,479)


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 107

Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)

(Unaudited)

NINE MONTHS ENDED

OCTOBER 29,

OCTOBER 30,

2022

2021

(in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES




Borrowings under term loans

500,000

2,000,000
Repayments under term loans

(15,000)

—
Borrowings under real estate loans

16,000

—
Repayments under real estate loans

(4)

—
Repayments under promissory and equipment security notes

(13,157)

(17,164)
Repayments of convertible senior notes

(13,053)

(235,126)
Repayment under convertible senior notes repurchase obligation

(395,372)

—
Debt extinguishment costs

(8,059)

—
Debt issuance costs

(27,733)

(26,411)
Principal payments under finance leases—net

(6,798)

(10,511)
Proceeds from termination of convertible senior note hedges

231,796

—
Payments for termination of common stock warrants

(390,934)

—
Repurchases of common stock—including commissions

(286,441)

—
Proceeds from exercise of stock options

153,568

30,080
Tax withholdings related to issuance of stock-based awards

(494)

(19,354)
Net cash provided by (used in) financing activities

(255,681)

1,721,514
Effects of foreign currency exchange rate translation

(1,155)

34
Net increase (decrease) in cash and cash equivalents, restricted cash and restricted cash equivalents

(27,516)

2,096,640
Cash and cash equivalents, restricted cash 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, restricted cash and restricted cash equivalents

$
2,181,864

$
107,071
End of period—cash and cash equivalents

2,150,466

2,198,961
End of period—restricted cash

3,882

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

—

4,750
End of period—cash and cash equivalents, restricted cash and restricted cash equivalents

$
2,154,348

$
2,203,711


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 11

~~Table of Contents~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)~~

~~(Unaudited)~~


	NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2023		2022
	(in thousands)				(in thousands)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayments under term loans						(6,250)		(5,000)
Repayments under real estate loans						(6)		—
Repayments under promissory and equipment security notes						(1,160)		(10,910)
Repayments of convertible senior notes						(2)		(13,048)
Principal payments under finance lease agreements—net of tenant allowances						(3,877)		(3,559)
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						456		149,570
Tax withholdings related to issuance of stock-based awards						(96)		(266)
Net cash used in financing activities						(10,935)		(42,351)
Effects of foreign currency exchange rate translation						(18)		(278)
Net increase in cash and cash equivalents, restricted cash and restricted cash equivalents						8,464		62,841
Cash and cash equivalents, restricted cash and restricted cash equivalents
Beginning of period—cash and cash equivalents						1,508,101		2,177,889
Beginning of period—restricted cash						3,662		—
Beginning of period—restricted cash equivalents (acquisition related escrow deposits)						—		3,975
Beginning of period—cash and cash equivalents, restricted cash and restricted cash equivalents					$	1,511,763	$	2,181,864
End of period—cash and cash equivalents						1,516,689		2,243,255
End of period—restricted cash						3,538		—
End of period—restricted cash equivalents (acquisition related escrow deposits)						—		1,450
End of period—cash and cash equivalents, restricted cash and restricted cash equivalents					$	1,520,227	$	2,244,705
Non-cash transactions:
Property and equipment additions in accounts payable and accrued expenses at period-end	$	18,915	$	12,313	$	20,441	$	12,248
Property and equipment additions acquired under real estate loans		(2,000)		—
Landlord asset additions in accounts payable and accrued expenses at period-end		6,924		28,666		2,564		16,823
Reclassification of assets from landlord assets under construction to finance lease right-of-use assets		221,886		32,405		—		109,677
Extinguishment of convertible senior notes related to repurchase obligation (Note 9)		(261,988)		—
Financing liability and embedded derivative arising from convertible senior notes repurchase (Note 9)		405,577		—
Extinguishment of convertible senior notes related to repurchase obligation						—		(180,322)
Financing liability and embedded derivative arising from convertible senior notes repurchase						—		325,363
Shares issued on settlement of convertible senior notes		(14,705)		(674,549)		—		(14,705)
Shares received on exercise of call option under bond hedge upon settlement of convertible senior notes		14,705		660,784		—		14,705
Conversion of loan receivables into equity of variable interest entities (Note 5)		300		—

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 128

Table of Contents

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 lifestyle brand operating primarily in the home furnishings 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 baby, child and teen furnishings.

As of ~~October~~April 29, ~~2022,~~2023, we operated a total of 67 RH Galleries and 39 RH Outlet stores in 31 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. In September 2022, we opened our first RH Guesthouse in New York.

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared from 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 ~~October~~April 29, ~~2022,~~2023, and the results of operations for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021.~~2022. Our current fiscal year, which consists of 5253 weeks, ends on ~~January 28, 2023~~February 3, 2024 (“fiscal ~~2022”~~2023”).

The condensed consolidated financial statements include our accounts and those of our ~~wholly owned~~wholly-owned subsidiaries, as well as the financial information of variable interest entities (“VIEs”) where we represent the primary beneficiary and have the power to direct the activities that most significantly impact the entity’s performance. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process. Noncontrolling interests represent third-party interests in the net assets under VIEs determined by applying the hypothetical liquidation at book value methodology. Noncontrolling interests in VIEs are immaterial as of October 29, 2022. Refer to Note 5—~~Variable Interest Entities~~.

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, and 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 ~~and nine~~ months ended ~~October~~April 29, ~~2022.~~2023. As additional information becomes available to us, our future assessment of these estimates, as well as other factors, could change and the results of any such change 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 ~~29, 2022~~28, 2023 (the ~~“2021~~“2022 Form 10-K”).


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 13

~~Table of Contents~~

The results of operations for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022 and October 30, 2021~~2023, 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 ~~pandemic and other~~ factors as discussed in ~~Macro-Economic Factors and COVID-19 Pandemic~~Business Conditions below.

~~Macro-Economic Factors and COVID-19 Pandemic~~


PART I. FINANCIAL INFORMATION	2023 FIRST QUARTER FORM 10-Q \| 9

Table of Contents

Business Conditions

There are a number of ~~macro-economic~~macroeconomic factors and uncertainties affecting the overall business climate as well as our business, including increased inflation, ~~and~~ rising interest ~~rates.~~and mortgage rates, and unpredictability in the global financial markets related to the foregoing as well as, among other things, the war in Ukraine and recent failures of several financial institutions. We experienced increased demand for our products during the pandemic and there have been significant shifts in consumer consumption patterns with the easing of the pandemic including increases in travel and services rather than spending on home furnishings. These and other macroeconomic factors may have a number of adverse effects on ~~macro-economic~~macroeconomic conditions and markets in which we operate, including the housing market, with the potential for an economic recession and a sustained downturn in the housing market. Factors such as a slowdown in the housing market or negative trends in stock market prices could have ~~a negative~~an adverse impact on demand for our products. We believe that these ~~macro-economic~~macroeconomic and other factors have contributed to the slowdown in demand that we have experienced in our business over the last several fiscal quarters.

The COVID-19 pandemic continues to cause challenges in certain aspects of our business operations primarily related to our supply chain, including 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 exclusive products, consumer spending have shifted away from spending on the home and home-related categories toward travel and leisure and other areas.

Our 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 ~~macro-economic factors and the pandemic. Refer~~macroeconomic factors.

For more information, refer to the section entitled “Risk Factors” in our ~~2021~~2022 Form ~~10-K and our subsequent filings with the SEC.~~

~~Restatement of Previously Issued Condensed Consolidated Financial Statements~~

We have restated the previously filed unaudited interim condensed consolidated financial statements to correct errors in our prior calculations of net income per share for the nine months ended October 29, 2022.

We incorrectly added back the loss on extinguishment of debt in connection with the repurchase of a portion of the convertible senior notes in the computation of net income available to common stockholders used in calculating basic net income per share. The computation of diluted net income per share was incorrect as a result of the anti-dilutive impact of (i) adding back the loss on extinguishment of debt and (ii) including the potential shares related to the extinguished convertible senior notes in the calculation of weighted-average diluted shares.


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 14

~~Table of Contents~~

~~The following table presents previously reported and restated financial statement line items in the condensed consolidated statements of income and Note 13—~~~~Net Income Per Share~~:

NINE MONTHS ENDED

OCTOBER 29,

2022

(in thousands, except share and per share amounts)
Net income - No impact

$
421,746

Net income available to common stockholders - As reported

$
591,324
Net income available to common stockholders - As restated

$
421,746

Basic net income per share - As reported

$
25.07
Basic net income per share - As restated

$
17.88

Weighted-average shares—diluted - As reported

27,255,911
Weighted-average shares—diluted - As restated

26,947,087

Diluted net income per share - As reported

$
21.70
Diluted net income per share - As restated

$
15.65

~~This restatement has no impact on any other financial statement line items.~~

10-K.

NOTE 2—RECENTLY ISSUED ACCOUNTING STANDARDS

New Accounting Standards or Updates Adopted

~~Convertible Instruments and Contracts in an Entity’s Own Equity~~

~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued~~ ~~Accounting Standards Update 2020-06—Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity~~ (“ASU 2020-06”). 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, 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 ASU 2020-06’s guidance, we no longer separately present in equity an embedded conversion feature of such debt. Instead, we 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, 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.


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

~~Table of Contents~~

We adopted ASU 2020-06 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

~~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 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 impact of adoption on our existing contracts, including with respect to our asset based credit facility and Term Loan B (as defined in Note 10—~~Credit Facilities~~~~), which we anticipate amending in the fourth quarter of fiscal 2022 to reference SOFR.~~

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

Disclosure of Supplier Finance Program Obligations

In September 2022, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ASU 2022-04—Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). ASU 2022-04 requires entities to disclose ~~the~~a program’s nature, activity during the period, changes from period to period and potential magnitude. Under ASU 2022-04, the buyer in a supplier finance program is required to disclose information about the key terms of the program, outstanding confirmed amounts as of the end of the period, a rollforward of such amounts during each annual period, and a description of where in the financial statements outstanding amounts are presented. With the exception of the disclosure of rollforward information, the guidance is effective for fiscal years beginning after December 15, 2022 and is required to be applied retrospectively to all periods for which a balance sheet is presented. The rollforward requirement is effective for fiscal years beginning after December 15, 2023 and is required to be applied prospectively. We ~~are evaluating the impact that~~adopted ASU 2022-04 ~~will have on our consolidated financial statements and related disclosures, but do not believe~~in the ~~adoption will impact our financial condition, results~~first quarter of ~~operations or cash flows.~~fiscal 2023.

Supplier Finance Program

We facilitate a voluntary supply chain financing program (the “Financing Program”) with a third-party financial institution (the “Bank”) to provide participating suppliers with the opportunity to receive early payment on invoices, net of a discount charged to the supplier by the Bank. We are not a party to the supplier agreements with the Bank, and the terms of our payment obligations to suppliers are not impacted by a supplier’s participation in the Financing Program. Our responsibility is limited to making payments to the Bank on the terms originally negotiated with our suppliers, which are typically either 30 days or 60 days. There are no assets pledged as security or other forms of guarantees provided under the Financing Program.

The Financing Program is not indicative of a borrowing arrangement and the liabilities under the Financing Program are included in accounts payableand accrued expenses on the condensed consolidated balance sheets and associated payments are included within operating activities on the condensed consolidated statements of cash flows. As of April 29, 2023 and January 28, 2023, supplier invoices that have been confirmed as valid under the Financing Program included in accounts payableand accrued expenses were $24 million and $26 million, respectively.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 1610

Table of Contents

NOTE 3—PREPAID EXPENSE AND OTHER ASSETS

Prepaid expense and other current assets consist of the following:


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

	(in thousands)				(in thousands)
Federal and state tax receivable⁽¹⁾	$	82,310	$	—
Promissory notes receivable, including interest⁽²⁾		35,463		8,401
Other current assets		28,094		9,355
Prepaid expenses					$	27,893	$	24,352
Capitalized catalog costs		23,337		22,194		23,124		26,522
Vendor deposits		23,227		19,610		19,700		21,201
Prepaid expenses		19,309		31,502
Federal and state tax receivable						13,203		12,322
Value added tax (VAT) receivable						6,264		7,465
Tenant allowance receivable		8,686		15,355		4,765		8,336
Value added tax (VAT) receivable		7,831		4,529
Right of return asset for merchandise		5,990		6,429		4,674		4,983
Acquisition related escrow deposits		—		3,975
Promissory notes receivable, including interest⁽¹⁾						4,533		2,991
Interest income receivable						2,737		4,878
Other current assets						22,190		26,247
Total prepaid expense and other current assets	$	234,247	$	121,350	$	129,083	$	139,297

(1)	~~Refer to Note 12—~~~~Income Taxes~~.

~~(2)~~

Represents promissory notes, including principal and accrued interest, due from ~~a related party. Refer~~an affiliate of the managing member of the Aspen LLCs (refer to Note 5—Variable Interest Entities).

Other non-current assets consist of the following:


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

	(in thousands)				(in thousands)
Landlord assets under construction—net of tenant allowances					$	61,069	$	45,511
Initial direct costs prior to lease commencement	$	41,849	$	57,087		59,202		51,249
Landlord assets under construction—net of tenant allowances		37,892		204,013
Capitalized cloud computing costs—net⁽¹⁾		20,927		14,910		22,365		21,529
Vendor deposits—non-current						12,038		10,593
Other deposits		6,889		6,877		7,659		7,143
Deferred financing fees		3,436		4,123		3,276		3,528
Other non-current assets		16,513		11,139		10,065		9,654
Total other non-current assets	$	127,506	$	298,149	$	175,674	$	149,207

(1)	Presented net of accumulated amortization of ~~$8.8~~$12 million and ~~$4.0~~$11 million as of ~~October~~April 29, ~~2022~~2023 and January ~~29, 2022,~~28, 2023, respectively.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 1711

Table of Contents

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 (refer to Note 17—Segment Reporting) ~~for the nine months ended October 29, 2022:~~:

FOREIGN


JANUARY 29,

CURRENCY

OCTOBER 29,

2022

ADDITIONS

TRANSLATION

2022

(in thousands)
RH Segment








Goodwill

$
141,100

$
—

$
(79)

$
141,021
Tradenames, trademarks and other intangible assets

56,161

1,108

—

57,269
Waterworks⁽¹⁾



Tradename⁽²⁾

17,000

—

—

17,000


	RH SEGMENT				WATERWORKS
			TRADENAMES,				TRADENAMES,
			TRADEMARKS AND				TRADEMARKS AND
			OTHER INTANGIBLE				OTHER INTANGIBLE
	GOODWILL		ASSETS		GOODWILL⁽¹⁾		ASSETS⁽²⁾

	(in thousands)
January 28, 2023	$	141,048	$	57,633	$	—	$	17,000
Additions		—		511		—		—
Foreign currency translation		(22)		—		—		—
April 29, 2023	$	141,026	$	58,144	$	—	$	17,000

(1)	Waterworks reporting unit goodwill of $51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.

(2)	Presented net of an impairment charge of $35 million recognized in ~~prior~~previous fiscal years.

There are no goodwill, tradenames, trademarks and other intangible assets for the Real Estate segment.

NOTE 5—VARIABLE INTEREST ENTITIES

~~Equity Method Investments~~

Equity method investments represent our membership interests in three privately-held limited liability companies in Aspen, Colorado (each, an “Aspen LLC” and collectively, the “Aspen LLCs” or the “equity method investments”) that were formed during fiscal 2020 for the purpose of acquiring, developing, operating and selling certain real estate projects in Aspen, Colorado. We hold a 50 percent membership interest in two of the Aspen LLCs and a 70 percent interest in the third Aspen LLC. These investments meet the criteria of VIEs, however, we are not the primary beneficiary of these arrangements. As we have the ability to exercise significant influence over the Aspen LLCs, but do not have a controlling financial interest in the Aspen LLCs, we account for these investments using the equity method of accounting.

As of October 29, 2022 and January 29, 2022, $8.8 million and $8.4 million, respectively, of promissory notes receivable, inclusive of accrued interest, are outstanding with the managing member or entities affiliated with the managing member for the Aspen LLCs, which promissory notes are included in ~~prepaid expense and other current assets~~ on the condensed consolidated balance sheets. Promissory notes related specifically to the Aspen LLCs are expected to be settled in cash and not converted into additional equity investment in the Aspen LLCs. We have made in excess of $100 million in capital contributions to the Aspen LLCs as contractually required. Our maximum exposure to loss with respect to these equity method investments is the carrying value of the equity capital contributed as of October 29, 2022.

During the three months ended October 29, 2022 and October 30, 2021, we recorded our proportionate share of equity method investments losses of $1.9 million and $2.3 million, respectively, which is included on the condensed consolidated statements of income and a corresponding decrease to the carrying value of ~~equity method investments~~ on the condensed consolidated balance sheets. During the nine months ended October 29, 2022 and October 30, 2021, we recorded our proportionate share of equity method investments losses of $6.1 million and $6.9 million, respectively. During the three and nine months ended October 29, 2022 and October 30, 2021, we did not receive any distributions or have any undistributed earnings of equity method investments.

Consolidated Variable Interest Entities and Noncontrolling Interests

In ~~the third quarter of~~ fiscal 2022, we formed ~~two real estate development~~eight privately-held limited liability companies (each, a “Member LLC” and collectively, the “Member LLCs” or the “consolidated variable interest entities”) for ~~the purpose of acquiring, developing, operating and selling certain~~ real estate ~~projects, one of which is intended~~development activities related to ~~be a future RH Design Gallery.~~our Gallery transformation and global expansion strategies. We hold a 50 percent membership interest in seven of the Member LLCs, and the remaining noncontrolling interest of 50 percent in each Member LLC ~~and the remaining 50 percent~~ is held by ~~an affiliate of~~a third-party real estate development partner affiliated with the managing member of the Aspen LLCs (as defined in “Equity Method Investments” below). In one Member LLC we hold approximately 75 percent membership interest with the remaining noncontrolling interest of approximately 25 percent held in the same way by a real estate development partner affiliated with the managing member of the Aspen LLCs.

The Member LLCs are qualitatively determined to be VIEs due to their having insufficient equity investment at risk to finance their activities without additional subordinated financial support. Upon the formation of each Member LLC we determined that the power to direct the most significant activities of each Member LLC is either controlled by us or shared between the members of the Member LLCs. In the instances where there is shared power among related parties as defined in the consolidation accounting guidance, we evaluated the related-party tiebreaker guidance and determined that we are most closely associated with each Member LLC. Accordingly, we are the primary beneficiary of the Member LLCs and we consolidate the results of operations, financial condition and cash flows of the Member LLCs in our consolidated financial statements.

We measure the noncontrolling interests in the consolidated variable interest entities using the distribution provisions set out in the operating agreements of each Member LLC. As of April 29, 2023 and January 28, 2023, the noncontrolling interest holders had no claim to the net assets of each Member LLC based upon such distribution provisions. Accordingly, we did not recognize any noncontrolling interests as of April 29, 2023 and January 28, 2023.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 1812

Table of Contents

~~We have determined that each Member LLC is a VIE~~The carrying amounts and that the power to direct the most significant activities of each Member LLC is shared amongst related parties. We have determined that we are most closely associated with each Member LLC, and, accordingly, consolidate the results of operations, financial condition and cash flowsclassification of the Member LLCs in our condensed consolidated financial statements. Noncontrolling interests in the consolidated variable interest entities are measured using the hypothetical liquidation at book value methodology. Noncontrolling interests in consolidated variable interest entities are immaterial as of October 29, 2022.

As of October 29, 2022, $27 million of promissory notes receivable, inclusive of accrued interest, are outstanding with the managing member or entities affiliated with the managing member of the Member LLCs, which promissory notes areVIEs’ assets and liabilities included in~~prepaid expense and other current assets~~ on the condensed consolidated balance ~~sheets. The promissory notes outstanding~~sheets were as of October 29, 2022 are related to other real estate joint ventures with entities affiliated with the managing member and such promissory notes are expected to be converted into equity in future privately-held limited liability companies for real estate development activities related to our Gallery transformation and global expansion strategies.follows:

~~Restricted Cash~~

~~As of October 29, 2022, $3.9 million of restricted cash deposits are held in escrow for one Member LLC, which escrow balances are included in~~ ~~restricted cash~~ on the condensed consolidated balance sheets. The escrow represents a portion of the proceeds from the issuance of the Promissory Note (defined below) that are required to be used for expenditures that qualify as tenant improvements under an allowance specified in a lease agreement between us and the Member LLC.


	APRIL 29,		JANUARY 28,
	2023		2023

	(in thousands)
ASSETS
Cash and cash equivalents	$	6,657	$	6,653
Restricted cash⁽¹⁾		3,538		3,662
Prepaid expense and other current assets		3,927		3,670
Total current assets		14,122		13,985
Property and equipment—net⁽²⁾		206,172		187,093
Other non-current assets		214		122
Total assets	$	220,508	$	201,200
LIABILITIES
Accounts payable and accrued expenses	$	9,795	$	6,685
Real estate loans⁽³⁾		17,905		17,909
Other non-current obligations		952		929
Total liabilities	$	28,652	$	25,523

(1)	Restricted cash deposits are held in escrow for one Member LLC and represent a portion of the proceeds from the issuance of the Promissory Note (defined below) that are required to be used for tenant allowances specified in a lease agreement between us and the Member LLC.

(2)	Includes$140 million and $125 million of construction in progress as of April 29, 2023 and January 28, 2023, respectively.

(3)	Real estate loans are secured by the assets of each respective Member LLC and the associated creditors do not have recourse against RH’s general assets.

~~Real Estate Loans~~

On August 3, 2022, a Member LLC as the borrower executed a Secured Promissory Note (the “Secured Promissory Note”) with a third-party in an aggregate principal amount equal to $2.0 million with a maturity date of August 1, 2032. The Secured Promissory Note bears interest at a fixed rate per annum equal to 6.00%. ~~In addition, we entered into an immaterial loan with the Member LLC that is eliminated upon consolidation.~~

On September 9, 2022, a Member LLC as the borrower executed a Promissory Note (the “Promissory Note”) with a third-party bank in an aggregate principal amount equal to $16 million with a maturity date of September 9, 2032. The Promissory Note bears interest at a fixed rate per annum equal to 5.37% until September 15, 2027, on which date the interest rate will reset based on the five-year treasury rate plus 2.00%, subject to a total interest rate 3.00% floor.

~~These~~Equity Method Investments

Equity method investments represent our membership interests in three privately-held limited liability companies in Aspen, Colorado (each, an “Aspen LLC” and collectively, the “Aspen LLCs” or the “equity method investments”) that were formed for the purpose of acquiring, developing, operating and selling certain real estate ~~loans~~projects in Aspen, Colorado. We hold a 50 percent membership interest in two of the Aspen LLCs and a 70 percent membership interest in the third Aspen LLC. The Aspen LLCs are ~~secured by~~VIEs, however, we are not the ~~assets~~primary beneficiary of ~~each respective Member LLC and the associated creditors~~these VIEs because we do not have ~~recourse against RH’s general assets.~~

the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance. Accordingly, we account for these investments using the equity method of accounting.


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We have previously made contractually required contributions to the Aspen LLCs in an aggregate amount of $105 million in prior periods. In February 2023, we elected to make equity contributions to two of the Aspen LLCs totaling $31 million whereby such funding was used to repay a portion of third-party debt secured by certain real estate assets held by the Aspen LLCs. In April 2023, we made an additional equity contribution to one Aspen LLC of $1.8 million whereby such funding was used in connection with the acquisition of additional real estate assets. Inclusive of the equity contributions made during the three months ended April 29, 2023, we have made in excess of $135 million in capital contributions to the Aspen LLCs. Our maximum exposure to loss with respect to these equity method investments is the carrying value of the equity method investments as of April 29, 2023.

During the three months ended April 29, 2023 and 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:


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

	(in thousands)				(in thousands)
Accounts payable	$	180,484	$	242,035	$	156,531	$	166,082
Accrued compensation		71,825		96,859		50,489		76,650
Accrued sales and use tax⁽¹⁾						24,874		21,950
Accrued occupancy		33,888		28,088		24,290		28,830
Accrued freight and duty		22,577		21,888		13,881		17,497
Accrued sales taxes		21,746		24,811
Accrued interest		11,814		5,185
Accrued legal reserves						8,430		8,921
Accrued professional fees		8,990		5,892		7,777		7,447
Accrued catalog costs(1)		4,277		4,127		1,595		1,546
Accrued interest						954		14,456
Other accrued expenses		34,364		13,494		32,922		31,570
Total accounts payable and accrued expenses	$	389,965	$	442,379	$	321,743	$	374,949

(1)	Prior year amounts have been adjusted to conform to the current period presentation.

Reorganization

As reported in the 2022 Form 10-K, we implemented a restructuring on March 24, 2023 that includes workforce and expense reductions in order to improve and simplify our organizational structure, streamline certain aspects of our business operations and better position us for further growth. The workforce reduction associated with the initiative included the elimination of numerous leadership and other positions throughout the organization, which affected approximately 440 roles. The reorganization was completed during the first quarter of fiscal 2023. During the three months ended April 29, 2023, we incurred total charges relating to the reorganization of $7.6 million consisting primarily of severance costs and related taxes. As of April 29, 2023, we had accruals of $5.8 million included in accounts payable and accrued expenses related to the reorganization.


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Other current liabilities consist of the following:

OCTOBER 29,

JANUARY 29,

2022

2022

(in thousands)
Unredeemed gift card and merchandise credit liability

$
28,304

$
22,712
Current portion of term loans

25,000

20,000
Allowance for sales returns

24,399

25,256
Finance lease liabilities

16,557

15,511
Current portion of equipment promissory notes

1,691

13,625
Federal and state tax payable⁽¹⁾

—

31,364
Other current liabilities

8,587

18,155
Total other current liabilities

$
104,538

$
146,623

~~(1)~~

~~Refer to Note 12—~~~~Income Taxes~~.


	APRIL 29,		JANUARY 28,
	2023		2023

	(in thousands)
Unredeemed gift card and merchandise credit liability	$	28,180	$	26,733
Current portion of term loans		25,000		25,000
Allowance for sales returns		19,323		20,747
Finance lease liabilities		17,349		17,007
Foreign tax payable		4,425		4,365
Other current liabilities		7,583		9,338
Total other current liabilities	$	101,860	$	103,190

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 ~~October~~April 29, ~~2022~~2023 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.

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 ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, we recognized ~~$5.0~~$6.1 million and ~~$4.4~~$4.7 million, respectively, of revenue related to previous deferrals related to our gift ~~cards. During the nine months ended October 29, 2022 and October 30, 2021, we recognized $16 million and $14 million, respectively, of revenue related to previous deferrals related to our gift cards.~~

cards


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 20

~~Table of Contents~~

We recognize breakage associated with gift cards proportional to actual gift card redemptions. Breakage of $0.7 million and $0.5 million was recorded in net revenues in the three months ended October 29, 2022 and October 30, 2021, respectively. Breakage of $1.8 million and $1.4 million was recorded in net revenues in the nine months ended October 29, 2022 and October 30, 2021, respectively.

. We expect that approximately 70% of the remaining gift card liabilities will be recognized when the gift cards are redeemed by customers.

NOTE 7—OTHER NON-CURRENT OBLIGATIONS

Other non-current obligations consist of the following:


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

	(in thousands)				(in thousands)
Unrecognized tax benefits	$	2,893	$	3,471	$	2,992	$	2,962
Other non-current obligations		4,258		5,235		5,173		5,112
Total other non-current obligations	$	7,151	$	8,706	$	8,165	$	8,074


PART I. FINANCIAL INFORMATION	2023 FIRST QUARTER FORM 10-Q \| 15

Table of Contents

NOTE 8—LEASES

Lease costs—net consist of the following:


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Operating lease cost⁽¹⁾	$	25,153	$	25,637	$	75,190	$	74,794	$	26,300	$	25,133
Finance lease costs
Amortization of leased assets⁽¹⁾		13,964		10,860		38,334		32,574		13,704		11,498
Interest on lease liabilities⁽²⁾		8,564		6,711		23,526		19,468		8,486		7,071
Variable lease costs⁽³⁾		5,681		9,096		22,015		25,436		6,168		9,087
Sublease income⁽⁴⁾		(1,085)		(1,189)		(3,298)		(3,507)		(1,546)		(1,128)
Total lease costs—net	$	52,277	$	51,115	$	155,767	$	148,765	$	53,112	$	51,661

(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 income based on our accounting policy. Refer to Note 3—Significant Accounting Policies in the ~~2021~~2022 Form 10-K.

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

(3)

Represents variable lease payments under operating and finance lease agreements, primarily associated with contingent rent based on a percentage of retail sales over contractual levels of ~~$3.4~~$3.9 million and ~~$6.9~~$6.7 million for the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, respectively, and ~~$15 million and $19 million for the nine months ended October 29, 2022 and October 30, 2021, respectively, as well as~~ charges associated with common area maintenance of $2.3 million and ~~$2.2~~$2.4 million for the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021, respectively, and $6.9 million and $6.6 million for the nine months ended October 29,~~ 2022, ~~and October 30, 2021,~~ 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 period presented.~~either period.

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


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Lease right-of-use assets and lease liabilities consist of the following:


		OCTOBER 29,		JANUARY 29,			APRIL 29,		JANUARY 28,
		2022		2022			2023		2023

		(in thousands)					(in thousands)
	Balance Sheet Classification					Balance Sheet Classification
Assets
Operating leases	Operating lease right-of-use assets	$	536,452	$	551,045	Operating lease right-of-use assets	$	528,010	$	527,246
Finance leases⁽²⁾⁽³⁾	Property and equipment—net		1,092,787		784,327	Property and equipment—net		1,064,852		1,078,979
Total lease right-of-use assets		$	1,629,239	$	1,335,372		$	1,592,862	$	1,606,225
Liabilities
Current⁽³⁾⁽⁴⁾
Operating leases	Operating lease liabilities	$	77,858	$	73,834	Operating lease liabilities	$	81,262	$	80,384
Finance leases	Other current liabilities		16,557		15,511	Other current liabilities		17,349		17,007
Total lease liabilities—current			94,415		89,345			98,611		97,391
Non-current
Operating leases	Non-current operating lease liabilities		521,093		540,513	Non-current operating lease liabilities		504,479		505,809
Finance leases	Non-current finance lease liabilities		656,643		560,550	Non-current finance lease liabilities		648,792		653,050
Total lease liabilities—non-current			1,177,736		1,101,063			1,153,271		1,158,859
Total lease liabilities		$	1,272,151	$	1,190,408		$	1,251,882	$	1,256,250

(1)	~~Finance lease right-of-use assets include~~Includes capitalized amounts related to our completed construction activities to design and build leased assets, which are reclassified from othernon-current assets ~~on the condensed consolidated balance sheets~~ upon lease commencement.

(2)	~~Finance lease right-of-use assets are recorded~~Recorded net of accumulated amortization of ~~$211~~$237 million and ~~$174~~$224 million as of ~~October~~April 29, ~~2022~~2023 and January ~~29, 2022,~~28, 2023, respectively.

(3)	Includes $39 million as of both April 29, 2023 and January 28, 2023 related to an RH Design Gallery lease with a landlord that is an affiliate of the managing member of the Aspen LLCs (refer to Note 5—Variable Interest Entities).

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 2217

Table of Contents

The maturities of lease liabilities are as follows as of ~~October~~April 29, ~~2022:~~2023:

OPERATING

FINANCE

FISCAL YEAR


LEASES

LEASES

TOTAL

(in thousands)
Remainder of fiscal 2022

$
25,297

$
12,226

$
37,523
2023

98,805

49,454

148,259
2024

92,305

49,824

142,129
2025

89,936

51,259

141,195
2026

86,538

52,032

138,570
2027

81,205

53,214

134,419
Thereafter

241,401

963,165

1,204,566
Total lease payments⁽¹⁾⁽²⁾

715,487

1,231,174

1,946,661
Less—imputed interest⁽³⁾

(116,536)

(557,974)

(674,510)
Present value of lease liabilities

$
598,951

$
673,200

$
1,272,151


	OPERATING		FINANCE
FISCAL YEAR	LEASES		LEASES		TOTAL

	(in thousands)
Remainder of fiscal 2023	$	78,224	$	37,283	$	115,507
2024		98,711		49,941		148,652
2025		94,228		51,356		145,584
2026		89,951		52,124		142,075
2027		84,687		53,264		137,951
2028		55,407		52,484		107,891
Thereafter		197,403		910,714		1,108,117
Total lease payments⁽¹⁾⁽²⁾		698,611		1,207,166		1,905,777
Less—imputed interest⁽³⁾		(112,870)		(541,025)		(653,895)
Present value of lease liabilities	$	585,741	$	666,141	$	1,251,882

(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 ~~$640~~$663 million of legally binding payments under the non-cancellable term for leases signed but not yet commenced under our accounting policy as of ~~October~~April 29, ~~2022,~~2023, of which ~~$5.0~~$22 million, ~~$25~~$37 million, ~~$36~~$43 million, ~~$39~~$43 million, ~~$40~~$41 million and $38 million will be paid in the remainder of fiscal ~~2022, fiscal~~ 2023, fiscal 2024, fiscal 2025, fiscal 2026, fiscal 2027 and fiscal ~~2027,~~2028, respectively, and ~~$457~~$439 million will be paid subsequent to fiscal ~~2027.~~2028.

(2)	Excludes an immaterial amount of future commitments under short-term lease agreements.

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

Supplemental information related to leases consists of the following:


	NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2023		2022
Weighted-average remaining lease term (years)
Operating leases		8.5		9.3		8.2		8.9
Finance leases		22.1		20.1		21.7		21.1
Weighted-average discount rate
Operating leases		4.04%		3.84%		4.19%		3.95%
Finance leases		5.32%		4.97%		5.32%		5.06%


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Other information related to leases consists of the following:

NINE MONTHS ENDED

OCTOBER 29,

OCTOBER 30,

2022

2021

(in thousands)

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$
(75,570)

$
(76,957)

Operating cash flows from finance leases

(23,526)

(19,774)

Financing cash flows from finance leases—net⁽¹⁾

(6,798)

(10,511)

Total cash outflows from leases

$
(105,894)

$
(107,242)

Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations (non-cash)

Operating leases

$
42,883

$
151,548

Finance leases

108,547

73,855

~~(1)~~

~~Represents the principal portion of lease payments offset by tenant allowances received subsequent to lease commencement.~~

~~Build-to-Suit Asset~~


	THREE MONTHS ENDED
	APRIL 29,		APRIL 30,
	2023		2022

	(in thousands)
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	(27,612)	$	(25,199)
Operating cash flows from finance leases		(8,615)		(7,071)
Financing cash flows from finance leases		(3,877)		(3,559)
Total cash outflows from leases	$	(40,104)	$	(35,829)
Lease right-of-use assets obtained in exchange for lease obligations—net of lease terminations (non-cash)
Operating leases	$	20,861	$	12,459
Finance leases		—		38,252

During the second quarter of fiscal 2021, we opened the Dallas Design Gallery. During the construction period of this Design Gallery, we were the “deemed owner” for accounting purposes and classified the construction costs as build-to-suit asset within ~~property & equipment—net~~ on the condensed consolidated balance sheets. Upon construction completion and lease commencement, we performed a sale-leaseback analysis and determined that we could not derecognize the build-to-suit asset. Therefore, the asset remains classified as a build-to-suit asset within ~~property and equipment—net~~ ~~on the condensed consolidated balance sheets and is depreciated over the term of the useful life of the asset.~~

NOTE 9—CONVERTIBLE SENIOR NOTES

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”). 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”). ~~Refer to Note 12—~~~~Convertible Senior~~The outstanding balances under the 2023 Notes ~~in our consolidated financial statements in our 2021 Form 10-K for further information~~ and ~~terms of the~~2024 Notes ~~including the accounting policies related to the Notes that~~ were in effect through fiscal 2021. In connection with our adoption of ASU 2020-06 in the 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 adoption of ASU 2020-06 in our condensed consolidated financial statements.~~as follows:


	APRIL 29,							JANUARY 28,
	2023							2023
			UNAMORTIZED							UNAMORTIZED
			DEBT		NET					DEBT		NET
	PRINCIPAL		ISSUANCE		CARRYING			PRINCIPAL		ISSUANCE		CARRYING
	AMOUNT		COST		AMOUNT			AMOUNT		COST		AMOUNT

	(in thousands)
Convertible senior notes due 2023⁽¹⁾	$	1,694	$	—	$	1,694	$	1,696	$	—	$	1,696
Convertible senior notes due 2024⁽²⁾		41,904		(153)		41,751		41,904		(180)		41,724
Total convertible senior notes	$	43,598	$	(153)	$	43,445	$	43,600	$	(180)	$	43,420

(1)	As of both April 29, 2023 and January 28, 2023, the 2023 Notes outstanding were classified as convertible senior notes due 2023 within current liabilities.

(2)	As of both April 29, 2023 and January 28, 2023, the 2024 Notes outstanding were classified as convertible senior notes due 2024—net within non-current liabilities.


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Table of Contents

~~The outstanding balances under the 2023 Notes and 2024 Notes were as follows:~~

OCTOBER 29,

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⁾

$
1,707

$
(5)

$
1,702

$
74,390

$
(5,999)

$
68,391

Convertible senior notes due 2024⁽³⁾

41,904

(208)

41,696

219,638

(31,577)

188,061

Total convertible senior notes

$
43,611

$
(213)

$
43,398

$
294,028

$
(37,576)

$
256,452

~~(1)~~

As of October 29, 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 October 29, 2022, the 2023 Notes outstanding are current liabilities and are 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 October 29, 2022, the 2024 Notes outstanding are non-current liabilities and are 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.~~

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

Bond Hedge and Warrant Terminations

During the ~~first quarter of fiscal~~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 ~~expense—~~income—net on 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 ~~first quarter of fiscal~~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 ~~expense—~~income—net on 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.

Notes Repurchase


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During the ~~first quarter of fiscal~~three months ended April 30, 2022, we entered into individual privately negotiated transactions with a limited number of sophisticated investors that were holders of the 2023 Notes and/or the 2024 Notes to repurchase in cash $45 million and ~~$135~~$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 $1.0 million. Upon the ~~completion~~remeasurement of the ~~price measurement period~~amount owed to the holders in ~~April 2022,~~terms of the embedded feature, a total of $314 million was ~~due~~paid in cash 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 upon settlement 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 expense—net~~ on 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.

During the second quarter of fiscal 2022, we entered into additional individual privately negotiated transactions with a limited number of sophisticated investors that were holders of the 2023 Notes and/or the 2024 Notes to repurchase in cash $18 million and $39 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively (the “Additional Notes Repurchase”). The Additional Notes Repurchase provided for an estimated settlement cost of $80 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 one day volatility weighted-average price measurement period occurring in July 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 $57 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 $25 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 $55 million. We recognized a loss on extinguishment of debt of $23 million upon the execution of these agreements, inclusive of acceleration of amortization of debt issuance costs of $0.3 million. Upon the remeasurement of the amount owed to the holders in terms of the embedded feature, a total of $82 million was paid in cash to the holders, representing the combined carrying value of the financing liability of $25 million, as well as the fair value of the bifurcated embedded equity derivative upon settlement of $57 million. Accordingly, we recognized a loss on the fair value adjustment of the bifurcated embedded equity derivative of $1.5 million, which is classified within other ~~expense—~~income—net on the condensed consolidated statements of income.


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$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 five consecutive business day period after any ten 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, 2022. However, this condition was not met for the calendar quarter ended June 30, 2022 ~~or September 30, 2022 and,~~through the calendar quarter ended March 31, 2023, as a result, the 2024 Notes were not convertible as of ~~September 30, 2022.~~March 31, 2023. 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.


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During the ~~nine~~three months ended ~~October 29,~~April 30, 2022, holders of $3.6 million in aggregate principal amount of the 2024 Notes elected to exercise the early conversion option and we elected to settle such conversions using combination settlement comprised of cash equal to the principal amount of the 2024 Notes converted and shares of our common stock for the remaining conversion value. During the ~~nine~~three months ended ~~October 29,~~April 30, 2022, we paid $3.6 million in cash and delivered 9,760 shares of common stock to settle the early conversion of these 2024 Notes. We also received 9,760 shares of common stock from the exercise of a portion of the convertible bond hedge we purchased concurrently with the issuance of the 2024 Notes.

The remaining liability for the 2024 Notes is classified as a non-current obligation on ~~the~~our condensed consolidated balance sheets since the settlement of the outstanding 2024 Notes will be made, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock.

$335 million 0.00% Convertible Senior Notes due 2023

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 five consecutive business day period after any ten 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 ~~September~~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~~were eligible to convert their 2023 Notes ~~during the calendar quarter ending December 31, 2022.~~through March 15, 2023. On and after March 15, 2023, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders ~~may~~were able to 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.

During the ~~nine~~three months ended ~~October 29,~~April 30, 2022, holders of $9.4 million in aggregate principal amount of the 2023 Notes elected to exercise the early conversion option and we elected to settle such conversions using combination settlement comprised of cash equal to the principal amount of the 2023 Notes converted and shares of our common stock for the remaining conversion value. During the ~~nine~~three months ended ~~October 29,~~April 30, 2022, we paid $9.4 million in cash and delivered ~~27,220~~27,213 shares of common stock to settle the early conversion of these 2023 Notes. We also received 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, and therefore, on a net basis issued 125 shares of our common stock in respect to such settlement of the converted 2023 Notes.


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The remaining liability for the 2023 Notes is classified as a current obligation on the condensed consolidated balance sheets since the settlement of the outstanding 2023 Notes is due on June 15, 2023. ~~The settlement of additional early conversions received, if any, will be made, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock.~~


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NOTE 10—CREDIT FACILITIES

The outstanding balances under our credit facilities were as follows:


	OCTOBER 29,							JANUARY 29,						APRIL 29,							JANUARY 28,
	2022							2022						2023							2023
				UNAMORTIZED						UNAMORTIZED							UNAMORTIZED						UNAMORTIZED
				DEBT		NET				DEBT		NET					DEBT		NET				DEBT		NET
	INTEREST	OUTSTANDING		ISSUANCE		CARRYING		OUTSTANDING		ISSUANCE		CARRYING		INTEREST	OUTSTANDING		ISSUANCE		CARRYING		OUTSTANDING		ISSUANCE		CARRYING
	RATE⁽¹⁾	AMOUNT		COSTS		AMOUNT		AMOUNT		COSTS		AMOUNT		RATE⁽¹⁾	AMOUNT		COSTS		AMOUNT		AMOUNT		COSTS		AMOUNT

	(dollars in thousands)													(dollars in thousands)
Asset based credit facility⁽²⁾	4.88%	$	—	$	—	$	—	$	—	$	—	$	—	6.33%	$	—	$	—	$	—	$	—	$	—	$	—
Term loan B⁽³⁾	5.62%		1,980,000		(19,299)		1,960,701		1,995,000		(21,797)		1,973,203	7.52%		1,970,000		(17,644)		1,952,356		1,975,000		(18,471)		1,956,529
Term loan B-2⁽⁴⁾	6.38%		500,000		(25,604)		474,396		—		—		—	8.33%		497,500		(23,409)		474,091		498,750		(24,505)		474,245
Equipment promissory notes⁽⁵⁾	4.56%		1,691		—		1,691		14,785		(31)		14,754	—		—		—		—		1,160		—		1,160
Total credit facilities		$	2,481,691	$	(44,903)	$	2,436,788	$	2,009,785	$	(21,828)	$	1,987,957		$	2,467,500	$	(41,053)	$	2,426,447	$	2,474,910	$	(42,976)	$	2,431,934

(1)	~~The interest~~Interest rates for the asset based credit facility and term loans ~~and equipment promissory note~~ represent the weighted-average interest rates as of ~~October~~April 29, ~~2022.~~2023.

(2)

Deferred financing fees associated with the asset based credit facility as of ~~October~~April 29, ~~2022~~2023 and January ~~29, 2022~~28, 2023 were ~~$3.4~~$3.3 million and ~~$4.1~~$3.5 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 July 29, 2026.~~credit.

(3)

Represents the ~~outstanding balance of the Term Loan B (defined below) under the~~ Term Loan Credit Agreement (defined below), of which outstanding amounts of ~~$1,961~~$1,950 million and $20 million were included in term ~~loan B—~~loan—net and other current liabilities on the condensed consolidated balance sheets, respectively, as of April 29, 2023. Outstanding amounts of $1,955 million and $20 million were included in term loan—net and other current liabilities, respectively, on the condensed consolidated balance sheets ~~respectively, in both periods presented. The maturity date~~as of ~~the Term Loan Credit Agreement is October 20, 2028.~~January 28, 2023.

(4)

Represents the outstanding balance of the Term Loan B-2 (defined below) under the Term Loan Credit Agreement, of which outstanding amounts of ~~$474~~$493 million and $5.0 million were included in term loan B-2—net and other current liabilities, respectively, on the condensed consolidated balance sheets as of ~~October~~April 29, ~~2022. The maturity date~~2023. Outstanding amounts of $494 million and $5.0 million were included in term loan B-2—net and other current liabilities, respectively, on the ~~Term Loan Credit Agreement is October 20, 2028.~~condensed consolidated balance sheets as of January 28, 2023.

(5)

Represents total equipment security notes secured by certain of our property and equipment, ~~all of~~ which was included in other current liabilities on the condensed consolidated balance sheets as of ~~October~~January 28, 2023. The equipment security note was repaid in full as of April 29, ~~2022.~~2023.

Asset Based Credit Facility ~~& Term Loan Facilities~~

On August 3, 2011, Restoration Hardware, Inc. (“RHI”), a wholly-owned subsidiary of RH, along with its Canadian subsidiary, Restoration Hardware Canada, Inc., entered into 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 party thereto and the ABL Agent, which amended and restated the Original Credit Agreement.


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On July 29, 2021, RHI entered into the Twelfth Amended and Restated Credit Agreement (as amended, the “ABL 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 the ABL Agent, which amended and restated the 11^th A&R Credit Agreement. The ABL Credit Agreement has a revolving line of credit with 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 ABL Credit Agreement provides that the $300 million 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 that 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 July 29, 2026.


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The availability of credit at any given time under the ABL Credit Agreement will be constrained 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. 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~~was amended in December 2022 to transition from ~~LIBOR.~~LIBOR to the Secured Overnight Financing Rate (“SOFR”).

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 ~~October~~April 29, ~~2022,~~2023, 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, 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). As of ~~October~~April 29, ~~2022,~~2023, the amount available for borrowing under the revolving line of credit under the ABL Credit Agreement was ~~$578~~$478 million, net of ~~$25~~$27 million in outstanding letters of credit.


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Term Loan Credit Agreement

On October 20, 2021, RHI entered into a 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 B”) in an aggregate principal amount equal to $2,000,000,000 with a maturity date of October 20, 2028.

The Term Loan B 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 B. At the date of borrowing, the interest rate was set at the LIBOR floor of 0.50% plus 2.50% and the Term Loan B was issued at a discount of 0.50% to face value. The Term Loan Credit Agreement contains customary provisions addressing future transition from LIBOR.


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On May 13, 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 “Term Loan B-2”) in an aggregate principal amount equal to $500 million with a maturity date of October 20, 2028. The Term Loan B-2 constitutes a separate class from the Term Loan B under the Term Loan Credit Agreement.

The Term Loan B-2 bears interest at an annual rate based on the SOFR subject to a 0.50% SOFR floor plus an interest rate margin of 3.25% plus a credit spread adjustment of 0.10%. Other than the terms relating to the Term Loan B-2, the terms of the Amended Term Loan Credit Agreement remain substantially the same as the terms of the existing Term Loan Credit Agreement, including representations and warranties, covenants and events of default.

All obligations under the Term Loan B are guaranteed by certain domestic subsidiaries of RHI. Further, RHI and such subsidiaries have granted a security interest in substantially all of their assets (subject to customary and other exceptions) to secure the Term Loan B. Substantially all of the collateral securing the Term Loan B 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.

~~Equipment Loan Facility~~

On September 5, 2017, RHI entered into a Master Loan and Security Agreement with Banc of America Leasing & Capital, LLC (“BAL”) pursuant to which BAL and RHI 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. The maturity dates of the equipment security notes varied, but generally had a maturity of ~~three~~ ~~or four years and required us to make monthly installment payments. As of October 29, 2022, one equipment security note remains outstanding with a maturity date in April 2023.~~


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NOTE 11—FAIR VALUE MEASUREMENTS

Fair Value Measurements—Recurring

Amounts reported as cash and equivalents, restricted cash, 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 (Level 2). The estimated fair value of the real estate loans approximate their carrying values as they were recently issued.

The estimated fair value and carrying value of the 2023 Notes, ~~and~~the 2024 Notes and the Term Loan Credit Agreement were as follows:


	OCTOBER 29,				JANUARY 29,				APRIL 29,				JANUARY 28,
	2022				2022				2023				2023
			PRINCIPAL				PRINCIPAL				PRINCIPAL				PRINCIPAL
	FAIR		CARRYING		FAIR		CARRYING		FAIR		CARRYING		FAIR		CARRYING
	VALUE		VALUE⁽¹⁾		VALUE		VALUE⁽¹⁾		VALUE		VALUE⁽¹⁾		VALUE		VALUE⁽¹⁾

	(in thousands)								(in thousands)
Convertible senior notes due 2023	$	1,632	$	1,707	$	70,857	$	68,706	$	1,676	$	1,694	$	1,622	$	1,696
Convertible senior notes due 2024		36,499		41,904		198,087		189,297		37,528		41,904		37,351		41,904
Term loan B		1,961,700		1,980,000		1,995,000		1,995,000		1,895,751		1,970,000		1,961,056		1,975,000
Term loan B-2		499,044		500,000		—		—		495,369		497,500		500,215		498,750

(1)

The principal carrying value ~~of the convertible senior notes as of October 29, 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~~~~, 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~~third-party offering costs, as applicable. The principal carrying values of the Term Loan B and Term Loan B-2 represent the outstanding amount under each class ~~excluding~~and exclude discounts upon original issuance and ~~third party~~third-party offering costs.

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 stock price and interest rates based on similar debt issued by parties with credit ratings similar to ours (Level 2). The ~~estimated~~ fair values of the Term Loan B and Term Loan B-2 were derived from discounted cash flows using risk-adjusted rates (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.~~

~~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~~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~~represents 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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NOTE 12—INCOME TAXES

We recorded income tax expense of ~~$36~~$17 million and ~~$54~~an income tax benefit of $163 million in the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021, respectively. We recorded an income tax benefit of $71 million and income tax expense of $99 million in the nine months ended October 29,~~ 2022, ~~and October 30, 2021,~~ respectively. The effective tax rate was ~~26.8%~~28.4% and ~~22.8% in~~(438.3)% for the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021, respectively. The effective tax rate was (20.2)% and 15.5% in the nine months ended October 29,~~ 2022, ~~and October 30, 2021,~~ respectively. The increase in ~~our~~the effective tax rate for the three months ended ~~October~~April 29, ~~2022~~2023 as compared to the three months ended ~~October~~April 30, ~~2021~~2022 is primarily attributable to significantly lower net excess tax benefits from stock-based compensation in the three months ended October 29, 2022. The decrease in our effective tax rate for the nine months ended October 29, 2022 as compared to the nine months ended October 30, 2021 is primarily attributable to significantly higher net excess tax benefits from stock-based compensation in the nine months ended October 29, 2022.fiscal 2023.

As of ~~October~~April 29, ~~2022,~~2023, we had $8.2 million of unrecognized tax benefits, of which $7.6 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 ~~October~~April 29, ~~2022,~~2023, we had $5.5 million of exposures related to unrecognized tax benefits that are expected to decrease in the next 12 months.

~~Inflation Reduction Act~~

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that includes, among other provisions, changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income” and a one percent excise tax on net repurchases of stock after December 31, 2022. We are continuing to evaluate the Inflation Reduction Act and its requirements, including the application to our business.


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NOTE 13—NET INCOME PER SHARE

The ~~calculation of our~~weighted-average shares used for net income per share isare as follows:


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,			OCTOBER 30,	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022			2021	2022		2021
					(restated)

		(in thousands, except share and per share amounts)
Net income available to common stockholders	$	98,760	$	184,099	$	421,746	$	541,501
									2023		2022
Weighted-average shares—basic		23,681,482		21,430,557		23,588,464		21,200,146		22,047,029	22,608,537
Effect of dilutive stock-based awards		2,209,736		6,462,775		2,943,274		6,645,663		1,504,784	4,367,607
Effect of dilutive convertible senior notes⁽¹⁾		207,047		3,397,747		415,349		3,647,587		206,975	831,938
Weighted-average shares—diluted		26,098,265		31,291,079		26,947,087		31,493,396		23,758,788	27,808,082
Basic net income per share	$	4.17	$	8.59	$	17.88	$	25.54
Diluted net income per share	$	3.78	$	5.88	$	15.65	$	17.19

(1)

~~We adopted ASU 2020-06 in the first quarter of fiscal 2022, and the adoption requires the~~The dilutive ~~impact~~effect of the 2023 Notes and 2024 Notes ~~for diluted net income per share purposes to be determined~~is calculated under the if-converted method,which 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 warrants associated with the 2023 Notes and ~~2024 Notes for diluted net income per share purposes, and the 2023 Notes and the~~ 2024 Notes had an impact on our dilutive share count beginning at stock prices of ~~$193.65~~$309.84 per share and ~~$211.40~~$338.24 per share, respectively. The warrants associated with the 2023 Notes and 2024 Notes were repurchased in April 2022 and, as a result, no warrant instruments were outstanding as of and after April 30, 2022. Accordingly, the warrants have no impact on our dilutive shares post-repurchase. Refer to Note 9—Convertible Senior Notes.

The warrants associated with the 2023 Notes and 2024 Notes had an impact on our dilutive share count beginning at stock prices of $309.84 per share and $338.24 per share, respectively. The warrants associated with the 2023 Notes and 2024 Notes were repurchased in April 2022 and, as a result, no warrant instruments are outstanding as of October 29, 2022. Accordingly, the warrants have no impact on our dilutive shares post-repurchase. Refer to Note 9—~~Convertible Senior Notes~~.

The following number of options and restricted stock units, as well as shares issuable under convertible senior notes prior to extinguishment ~~during the period,~~in fiscal 2022, were excluded from the calculation of diluted net income per share because their inclusion would have been anti-dilutive:


	THREE MONTHS ENDED		NINE MONTHS ENDED
	OCTOBER 29,	OCTOBER 30,	OCTOBER 29,	OCTOBER 30,	THREE MONTHS ENDED
	2022	2021	2022	2021	APRIL 29,	APRIL 30,
			(restated)		2023	2022
Options	1,084,920	121,587	1,083,745	86,474	1,109,768	1,086,549
Restricted stock units	19,310	—	19,443	—	16,694	19,552
Convertible senior notes	—	—	308,824	—	—	719,164

NOTE 14—SHARE REPURCHASE PROGRAM ~~AND SHARE RETIREMENT~~

~~Share Repurchase Program~~

In 2018, our Board of Directors authorized a share repurchase program. On June 2, 2022, the Board of Directors authorized an additional $2.0 billion for the purchase of shares of our outstanding common stock, increasing the total authorized size of the share repurchase program to $2,450 million (the “Share Repurchase Program”).

During the nine months ended October 29, 2022, we repurchased 1,127,557 shares of our common stock under the Share Repurchase Program at an average price of $254.02 per share, for an aggregate repurchase amount of approximately $286 million. As of ~~October~~April 29, ~~2022, $2,164~~2023, $1,450 million remains available for future share repurchases under this program.

NOTE 15—STOCK-BASED COMPENSATION

We recorded stock-based compensation expense of $10 million and $13 million during the three months ended April 29, 2023 and April 30, 2022, respectively, which is included in selling, general and administrative expenses on the condensed consolidated statements of income. No stock-based compensation cost has been capitalized in the accompanying condensed consolidated financial statements.

2023 Stock Incentive Plan

The RH 2023 Stock Incentive Plan (the “2023 Stock Incentive Plan”) was approved by stockholders on April 4, 2023. The 2023 Stock Incentive Plan provides for the grant of incentive stock options to our employees and the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations’ employees, directors and consultants.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 3326

Table of Contents

~~Share Retirement~~

~~During~~The maximum number of shares that may be issued pursuant to all awards under the ~~nine months ended October 29, 2022, we retired 1,127,557~~2023 Stock Incentive Plan is (i) 3,000,000, plus (ii) any shares of our common stock ~~related to shares we repurchased~~covered by any outstanding award (or portion of any such award) that has been granted under the ~~Share Repurchase Program. As a result of this retirement, we reclassified a total of $286 million from~~ ~~treasury stock~~ to ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets and condensed consolidated statements of stockholders’ equity as of October 29, 2022.~~

~~NOTE 15—STOCK-BASED COMPENSATION~~

~~We recorded stock-based compensation expense of $10 million and $12 million during the three months ended October 29, 2022 and October 30, 2021, respectively, which is included in~~ ~~selling, general and administrative expenses~~ on the condensed consolidated statements of income. We recorded stock-based compensation expense of $34 million and $37 million during the nine months ended October 29, 2022 and October 30, 2021, respectively. No stock-based compensation cost has been capitalized in the accompanying condensed consolidated financial statements.

2012 Stock Incentive Plan ~~and 2012 Stock Option Plan~~

~~The Restoration Hardware 2012~~(as defined below) if such award (or a portion of such award) is forfeited, is canceled or expires (whether voluntarily or involuntarily) without the issuance of shares of our common stock or if the shares underlying such award (or a portion of such award) that are surrendered or withheld in payment of the award’s exercise or purchase price or in satisfaction of tax withholding obligations with respect to an award would be deemed not to have been issued for purposes of determining the maximum number of shares of our common stock that may be issued under the 2023 Stock Incentive Plan ~~(the “Stock~~had such award been an award granted under the 2023 Stock Incentive ~~Plan”) was adopted on November 1, 2012.~~Plan. The 2023 Stock Incentive Plan provides for the grant of incentive stock options to our employees, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalent rights, cash-based awards and any combination thereof to our employees, directors and consultants and our parent and subsidiary corporations’ employees, directors and consultants.has a ten year term.

The Restoration Hardware 2012 Stock Option Plan (the “Option Plan”) was adopted on November 1, 2012 and on such date 6,829,041 fully vested options were granted under this plan to certain of our employees and advisors. Aside from these options granted on November 1, 2012, no other awards were granted under the Option Plan.

As of January 29, 2022, there were a total of 1,185,322 shares issuable under the Stock Incentive Plan. On January 31, 2022, an additional 430,139 shares became issuable under the Stock Incentive Plan in accordance with the Stock Incentive Plan evergreen provision, increasing the total number of shares issuable under the Stock Incentive Plan to 1,615,461. Awards under the ~~plans~~2023 Stock Incentive Plan reduce the number of shares available for future issuance. Cancellations and forfeitures of awards previously granted under the 2023 Stock Incentive Plan increase the number of shares available for future issuance. ~~Cancellations and forfeitures~~Shares issued as a result of ~~awards previously granted~~award exercises under the ~~Option~~2023 Stock Incentive Plan ~~are immediately retired and are no longer available for future issuance.~~will be funded with the issuance of new shares.

~~On October 31, 2022, both~~We did not make any grants under the 2023 Stock Incentive Plan during the three months ended April 29, 2023.

2012 Stock Incentive Plan and 2012 Stock Option Plan ~~expired. Upon expiration~~

As of April 29, 2023, 3,393,460 options granted under the Restoration Hardware 2012 Stock Incentive Plan (the “2012 Stock Incentive Plan”) and the Restoration Hardware 2012 Stock Option Plan were outstanding with a ~~total~~weighted-average exercise price of ~~1,607,508 shares that~~$179.73 per share and 3,216,721 options were ~~available for future issuance under the plan were cancelled and are no longer available for the grant~~vested with a weighted-average exercise price of ~~awards under the plan.~~


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

~~Table of Contents~~

~~Information about stock options outstanding, vested or expected to vest, and exercisable as of October 29, 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

276,530

3.53

$
35.63

276,530

$
35.63
$50.00 — $50.00

1,000,000

4.51

50.00

1,000,000

50.00
$53.47 — $61.30

197,830

1.56

61.19

197,830

61.19
$75.43 — $75.43

1,000,000

0.67

75.43

1,000,000

75.43
$87.31 — $154.82

798,216

6.80

132.81

226,266

123.03
$156.40 — $380.53

373,480

8.19

280.31

66,885

270.24
$385.30 — $716.75

827,250

8.05

419.05

713,330

389.36
Total

4,473,306

$
157.54

3,480,841

$
135.32
Vested or expected to vest

4,247,547

$
152.62

$175.73 per share. The aggregate intrinsic value of options outstanding, options vested or expected to vest, and options exercisable as of ~~October~~April 29, ~~2022~~2023 was ~~$588~~$401 million, ~~$574~~$390 million and ~~$517~~$343 million, respectively. Stock options exercisable as of ~~October~~April 29, ~~2022~~2023 had a weighted-average remaining contractual life of ~~4.03~~4.95 years. As of ~~October~~April 29, ~~2022,~~2023, the total unrecognized compensation expense related to unvested options was ~~$91~~$78 million, which is expected to be recognized on a straight-line basis over a weighted-average period of ~~4.39~~3.97 years. In addition, as of ~~October~~April 29, ~~2022,~~2023, the total unrecognized compensation expense related to athe fully vested option grant made to Mr. Friedman in October 2020 was ~~$19~~$11 million, which will be recognized on an accelerated basis through May 2025 (refer to Chairman and Chief Executive Officer Option Grant below).

As of ~~October~~April 29, ~~2022,~~2023, we had ~~24,390~~19,670 restricted stock units outstanding with a weighted-average grant date fair value of ~~$437.37~~$444.30 per share. During the three months ended ~~October~~April 29, ~~2022, 1,780~~2023, 1,250 restricted stock units vested with a weighted-average grant date fair value of ~~$49.53 per share. During the nine months ended October 29, 2022, 4,700 restricted stock units vested with a weighted-average grant date fair value of $117.94~~$437.82 per share. As of ~~October~~April 29, ~~2022,~~2023, there was ~~$7.7~~$6.6 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 ~~4.49~~4.30 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. ~~Refer to Note 18—~~~~Stock-Based Compensation~~ ~~in the 2021 Form 10-K.~~ The option will result in aggregate non-cash stock compensation expense of $174 million, of which ~~$4.1~~$3.5 million and ~~$5.8~~$5.9 million was recognized during the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021, respectively, and $14 million and $18 million was recognized during the nine months ended October 29,~~ 2022 ~~and October 30, 2021, respectively~~ (which is included in the stock-based compensation expense recorded during the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022 noted above).

NOTE 16—COMMITMENTS AND CONTINGENCIES

Commitments

We had no material ~~off balance~~off-balance sheet commitments as of ~~October~~April 29, ~~2022.~~2023.


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

~~Table of Contents~~

Contingencies

We are subject to contingencies, including in connection with lawsuits, claims, investigations and other legal proceedings incident to the ordinary course of our business. These disputes are increasing in number as we expand our business and provide new product and service offerings, such as restaurants and hospitality, and as we enter new markets and legal jurisdictions and face increased complexity related to compliance and regulatory requirements. In addition, we are subject to governmental and regulatory examinations, information requests, and investigations from time to time at the state and federal levels.


PART I. FINANCIAL INFORMATION	2023 FIRST QUARTER FORM 10-Q \| 27

Table of Contents

Certain legal proceedings that we currently face involve various class-action allegations regarding employment practices, including under state wage-and-hour laws. We have faced similar litigation in the past. Due to the inherent difficulty of predicting the course of legal actions related to these class-action allegations, such as the eventual scope, duration or outcome, we may be unable to estimate the amount or range of any potential loss that could result from an unfavorable outcome arising from such matters. Our assessment of these legal proceedings, as well as other lawsuits, could change from future determinations or the discovery of facts that are not presently known. We continue to defend such cases and our estimates may evolve over time. Accordingly, the ultimate costs to resolve these cases may be substantially higher or lower than our estimates.

With respect to such ~~matters and others,~~contingencies, 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. Loss contingencies determined to be probable and estimable are recorded in accounts payable and accrued expenses on the condensed consolidated balance sheets (refer to Note 6—Accounts Payable, Accrued Expenses and Other Current Liabilities). These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to each matter. In view of the inherent difficulty of predicting the outcome of ~~those~~certain matters, particularly in cases in which claimants seek substantial or indeterminate damages, it ismay not be 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 the condensed consolidated financial statements, the outcome of legal matters is subject to inherent uncertainty.

Although we are self-insured or maintain deductibles in the United States for workers’ compensation, general liability and product liability up to predetermined amounts, above which ~~third party~~third-party insurance applies, depending on the facts and circumstances of the underlying claims, coverage under our insurance policies may not be available. Even if we believe coverage does apply under our insurance programs, our insurance carriers may dispute coverage based on the underlying facts and circumstances.

As a result, the outcome of any 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, result in the diversion of significant operational resources, and require changes to our business operations, policies and practices.

Legal costs related to such claims are expensed as incurred.

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”~~chief operating decision maker (“CODM”), which we have determined is our Chief Executive Officer. We have three operating segments: RH Segment, Waterworks and Real Estate. 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, including hospitality, websites, Source Books, and the Trade and Contract ~~channel.~~channels. The Real Estate segment represents operations associated with our equity method investments and certain of our consolidated variable interest entities that are non-wholly owned subsidiaries and have operations that are not directly related to RH’s operations (refer to Note 5—Variable Interest Entities).

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.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 3628

Table of Contents

Segment Information

We use operating income to evaluate segment profitability for the retail operating segments and to allocate resources. Operating income is defined as net income before interest expense—net, loss on extinguishment of debt, other ~~expense—~~income—net, income tax expense (benefit) and our share of equity method investments ~~losses.~~loss. Segment operating income excludes (i) ~~asset impairments,~~severance costs associated with a reorganization, (ii) ~~the amortization of the~~ non-cash compensation ~~charge~~amortization related to ~~the fully vested~~an option grant made to Mr. Friedman in October 2020, (iii) employer payroll tax expense related to ~~the~~an option exercise by Mr. Friedman, (iv) professional ~~fees~~fee related to the 2023 Notes and 2024 Notes transactions (refer to Note 9—Convertible Senior Notes), (v) ~~compensation settlements related to the Rollover Units~~asset impairments, and ~~Profit Interest Units in the Waterworks subsidiary,~~ (vi) product ~~recalls, (vii) favorable legal settlement, (viii) gain on sale of building and land, and (ix) severance costs associated with reorganizations.~~recalls. 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.~~review.

The following table presents segment operating income and income before income taxes and equity method investments:


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Operating income:
RH Segment	$	173,162	$	276,091	$	639,219	$	721,343	$	103,721	$	228,545
Waterworks		7,187		2,619		22,394		14,274		6,671		7,985
Asset impairments		(10,926)		—		(19,080)		(7,354)
Total segment operating income										110,392		236,530
Reorganization related costs										(7,621)		—
Non-cash compensation		(4,136)		(5,831)		(14,315)		(17,559)		(3,531)		(5,858)
Employer payroll taxes on option exercise		—		—		(11,717)		—		—		(11,717)
Professional fees		—		—		(7,469)		—
Compensation settlements		—		—		(3,483)		—
Professional fee										—		(7,184)
Asset impairments										—		(5,923)
Recall accrual		—		(340)		(560)		(840)		—		(560)
Legal settlement		4,188		—		4,188		—
Gain on sale of building and land		775		—		775		—
Reorganization related costs		—		—		—		(449)
Income from operations		170,250		272,539		609,952		709,415		99,240		205,288
Interest expense—net		31,417		13,223		78,536		40,112		39,816		20,855
Loss on extinguishment of debt		—		18,513		169,578		21,784		—		146,116
Other expense—net		1,989		—		4,841		—
Other income—net										(653)		(343)
Income before income taxes and equity method investments	$	136,844	$	240,803	$	356,997	$	647,519	$	60,077	$	38,660


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 3729

Table of Contents

The following ~~tables present~~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

OCTOBER 29,

OCTOBER 30,

2022

2021


RH SEGMENT

WATERWORKS

TOTAL

RH SEGMENT

WATERWORKS

TOTAL

(in thousands)
Net revenues

$
821,260

$
47,806

$
869,066

$
964,859

$
41,569

$
1,006,428
Gross profit

394,947

25,831

420,778

484,363

20,891

505,254
Depreciation and amortization

26,785

1,247

28,032

23,878

941

24,819


	NINE MONTHS ENDED												THREE MONTHS ENDED
	OCTOBER 29,						OCTOBER 30,						APRIL 29,						APRIL 30,
	2022						2021						2023						2022

	RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL

	(in thousands)												(in thousands)
Net revenues	$	2,670,390	$	147,588	$	2,817,978	$	2,732,300	$	123,779	$	2,856,079	$	690,516	$	48,646	$	739,162	$	908,948	$	48,344	$	957,292
Gross profit		1,362,843		79,736		1,442,579		1,337,983		61,924		1,399,907		321,584		25,961		347,545		472,822		25,761		498,583
Depreciation and amortization		75,980		3,780		79,760		68,042		3,333		71,375		26,425		1,345		27,770		23,524		1,234		24,758

The statements of income metrics for the Real Estate segment were immaterial in the three and nine months ended October 29, 2022 and, therefore, such results are presented within the RH Segment for the respective periods. In the three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, the Real Estate segment share of equity method investments ~~losses~~loss were ~~$1.9~~$1.6 million and ~~$2.3~~$1.4 million, ~~respectively, and were $6.1 million and $6.9 million in the nine months ended October 29, 2022 and October 30, 2021,~~ respectively. ~~For both the three and nine months ended October 29, 2022, our~~Our share of income from equity method investments for the Waterworks segment ~~was immaterial.~~were immaterial for both fiscal periods presented.

The following table presents the balance sheet metrics as required under ASC 280—Segment Reporting:

OCTOBER 29,

JANUARY 29,

2022

2022


RH SEGMENT

WATERWORKS

REAL ESTATE

TOTAL

RH SEGMENT

WATERWORKS

REAL ESTATE

TOTAL

(in thousands)
Goodwill⁽¹⁾

$
141,021

$
—

$
—

$
141,021

$
141,100

$
—

$
—

$
141,100
Tradenames, trademarks and other intangible assets⁽²⁾

57,269

17,000

—

74,269

56,161

17,000

—

73,161
Equity method investments

—

539

96,466

97,005

—

—

100,810

100,810
Total assets

5,573,649

207,153

102,913

5,883,715

5,259,719

179,941

100,810

5,540,470


	APRIL 29,								JANUARY 28,
	2023								2023

	RH SEGMENT		WATERWORKS		REAL ESTATE		TOTAL		RH SEGMENT		WATERWORKS		REAL ESTATE		TOTAL

	(in thousands)
Goodwill⁽¹⁾	$	141,026	$	—	$	—	$	141,026	$	141,048	$	—	$	—	$	141,048
Tradenames, trademarks and other intangible assets⁽²⁾		58,144		17,000		—		75,144		57,633		17,000		—		74,633
Equity method investments		—		715		132,282		132,997		—		623		100,845		101,468
Total assets		4,924,726		225,551		169,553		5,319,830		4,953,610		217,228		138,451		5,309,289

(1)	The Waterworks reporting unit goodwill of $51 million recognized upon acquisition in fiscal 2016 was fully impaired as of fiscal 2018.

(2)	~~Presented~~The Waterworks reporting unit tradename is presented net of an impairment charge of $35 million recognized in ~~prior~~previous fiscal years.


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 38

~~Table of Contents~~

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, as well as our hospitality operations. Net revenues in each category were as follows:


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Furniture	$	597,520	$	706,750	$	1,959,760	$	1,986,490	$	496,391	$	662,520
Non-furniture		271,546		299,678		858,218		869,589		242,771		294,772
Total net revenues	$	869,066	$	1,006,428	$	2,817,978	$	2,856,079	$	739,162	$	957,292

We are domiciled in the United States and primarily operate our retail locations and outlets in the United States. As of ~~October~~April 29, ~~2022,~~2023, 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.~~

No single customer accounted for 10% or more of our consolidated net revenues in ~~any fiscal period presented.~~

~~NOTE 18—SUBSEQUENT EVENTS~~

~~In December 2022, we entered into investments in VIEs with an affiliate of~~ the ~~managing member of the Aspen LLCs. We converted $27 million of promissory notes receivable and accrued interest as of October~~three months ended April 29, 2022 into an equity contribution of one of the limited liability companies (“LLC”) to acquire 50 percent of the membership interests in the LLC. Additionally, we entered into four separate LLCs by which we contributed three owned properties in certain domestic locations, each for a 50 percent membership interest in the respective LLC, as well as one owned property in the United Kingdom.

Due to the close proximity of the acquisition date to the filing date of our Quarterly Report on Form 10-Q for the quarterly period ended October 29, 2022, the accounting for these recently completed VIEs is incomplete. Such information will be included in our Annual Report on Form 10-K for the year ending January 28, 2023.

2023 or April 30, 2022.


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Table of Contents

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 ~~Annual Report on~~2022 Form ~~10-K for the fiscal year ended January 29, 2022 (the “2021 Form 10-K”).~~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~~2022 Form 10-K ~~and our subsequent SEC filings~~ 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~~2022 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 ~~and nine~~ months ended ~~October~~April 29, ~~2022,~~2023 and a comparison to the three ~~and nine~~ months ended ~~October~~April 30, ~~2021.~~2022. The discussion related to cash flows for the ~~nine~~three months ended ~~October~~April 30, ~~2021~~2022 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~~10-Q/A for the quarter ended ~~October~~April 30, ~~2021,~~2022, filed with the Securities and Exchange Commission (“SEC”) on ~~December 9, 2021.~~March 27, 2023.

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~~including our key value-driving ~~strategies.~~strategies and overview of certain known trends and uncertainties.

Basis of Presentation and Results of Operations. ~~These sections provide~~This section provides our consolidated statements of income and other financial and operating data, including a comparison of our results of operations in the current ~~periods~~period 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~~


PART I. FINANCIAL INFORMATION	2023 FIRST QUARTER FORM 10-Q \| 31

Table of ~~recent authoritative accounting pronouncements that have been adopted in fiscal 2022 and that will be adopted in future periods.~~Contents

SPECIAL NOTE REGARDING 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.


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 40

~~Table of Contents~~

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,~~“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~~are disclosed under the section entitled Risk Factors in our ~~2021~~2022 Form 10-K, ~~and our subsequent SEC filings,~~ and Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part I of this quarterly report ~~in our Quarterly Report on Form 10-Q for the quarterly periods ended April 30, 2022 (the “First Quarter Form 10-Q”), July 30, 2022 (the “Second Quarter Form 10-Q”)~~ and in our ~~2021~~2022 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 ~~curator of design, taste~~leading retailer and ~~style~~luxury lifestyle brand operating primarily in the ~~luxury lifestyle~~home furnishings market. Our curated and fully integrated assortments are presented consistently across our sales channels, ~~in sophisticated~~including our retail locations, websites and ~~unique lifestyle settings.~~Source Books. We offer ~~dominant~~ merchandise assortments across a number of categories, including furniture, lighting, textiles, bathware, décor, outdoor and garden, and baby, child and teen furnishings. Our retail business is fully integrated across our multiple channels of ~~distribution, consisting of our retail locations, websites and Source Books.~~distribution. 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, respectively. We operate our retail locations throughout the United States, Canada, and the U.K., and have an integrated RH Hospitality experience in 14 of our Design Gallery locations, which includes Restaurants and Wine Bars.

In addition, we opened ~~our first~~the RH Guesthouse in New York in September 2022, a first-of-its-kind hospitality experience for travelers seeking privacy and luxury. The property features six guest rooms, three guest suites and a private residence, as well as The Dining Room & Terrace. ~~The RH Guesthouse Champagne & Caviar Bar is expected to open in 2023.~~


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Table of Contents

As of ~~October~~April 29, ~~2022,~~2023, we operated the following number of locations:


		COUNT
RH
Design Galleries		2827
Legacy Galleries		3536
Modern Galleries		1
Baby & Child and TEEN Galleries		3
Total Galleries		67
Outlets		39
Guesthouse		1
Waterworks Showrooms		14


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~~Table of Contents~~

~~Macro-Economic Factors and COVID-19 Pandemic~~Business Conditions

The COVID-19 pandemic continues to cause challenges in certain aspects of our business operations primarily related to our supply chain, including 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 exclusive products, consumer spending patterns have shifted away from spending on the home and home-related categories toward travel and leisure and other areas.

We also face uncertainties related to the large number of new business initiatives that we are undertaking at the same time, including efforts to grow our business through (i) international expansion, (ii) developing innovative new Gallery designs and locations for our business, (iii) pursuing new areas of business operations including real estate development and real estate joint ventures as well as the ~~pandemic.~~ expansion of RH Hospitality, and (iv) substantial enhancement of our merchandise assortment and improvements to the quality of our products and services as we seek to climb the luxury mountain.

For more information, refer to the section entitled “Risk Factors” in our ~~2021~~2022 Form ~~10-K and our subsequent SEC filings.~~10-K.

Key Value-Driving Strategies

In order to achieve our long-term strategies of Product Elevation, Platform Expansion and Cash Generation as well as drive growth across our business, we are focused on the following ~~long-term~~ key strategies and business initiatives:

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 revenues and margins. Our customers know our brand concepts as RH Interiors, RH Modern, RH Contemporary, RH Outdoor, RH Beach House, RH Ski House, RH Baby & Child, RH TEEN and Waterworks. Our strategy is to continue to elevate the design and quality of our product. Over the next few years, we plan to introduce RH Couture, ~~Upholstery,~~ RH Bespoke ~~Furniture~~ and RH Color.


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Table of Contents

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 in North America will unlock the value of our vast assortment, generating aan expected annual revenue opportunity for our business of $5 to $6 ~~billion in North America.~~billion. 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 are~~ sized to the potential of each market and the size of our assortment. In addition, we plan to incorporate 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 has created a unique new retail experience that cannot be replicated online, and that the addition of hospitality drives incremental sales of home furnishings in these Galleries.

Brand Elevation. We are evolving the brand beyond curating and selling product to conceptualizing and selling spaces by building an ecosystem of Products, Places, Services and 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. ~~In September 2022, we opened our first~~We entered this industry with the opening of the RH Guesthouse in New ~~York.~~York in September 2022, and are in the process of constructing our second RH Guesthouse in Aspen. 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.


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~~Table of Contents~~

Digital Reimagination. Our strategy is to digitally reimagine the RH brand and business model both internally and externally. Internally, our multi-year effort began with the reimagination of our Center of Innovation & Product Leadership to incorporate digitally integrated visuals and decision data designed to amplify the creative process from product ideation to product presentation. Externally, our strategy comes to life digitally through The World of RH, an online portal where customers can explore and be inspired by the depth and dimension of our brand. Launched in the spring of 2022, The World of RH includes 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 expect to continue to elevate the customer experience on The World of RH with further enhancements to content, navigation and search functionality. 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 with a substantial ~~long-term market~~ opportunity to build over time a projected $20 to $25 billion global brand ~~over time.~~in terms of annual revenues. 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 with the opening of RH England, The ~~Country House~~Gallery at the Historic Aynho Park, ~~in the spring of 2023.~~this summer. We have secured a number of locations in various markets in the ~~United Kingdom~~U.K. and continental Europe for future Design Galleries and are currently in lease or purchase negotiations for additional locations.


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Basis of Presentation and Results of Operations

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


	THREE MONTHS ENDED								NINE MONTHS ENDED								THREE MONTHS ENDED
	OCTOBER 29,		% OF NET		OCTOBER 30,		% OF NET		OCTOBER 29,		% OF NET		OCTOBER 30,		% OF NET		APRIL 29,		% OF NET		APRIL 30,		% OF NET
	2022		REVENUES		2021		REVENUES		2022		REVENUE		2021		REVENUES		2023		REVENUES		2022		REVENUES

	(dollars in thousands)																(dollars in thousands)
Net revenues	$	869,066	100.0	%	$	1,006,428	100.0	%	$	2,817,978	100.0	%	$	2,856,079	100.0	%	$	739,162	100.0	%	$	957,292	100.0	%
Cost of goods sold		448,288	51.6			501,174	49.8			1,375,399	48.8			1,456,172	51.0			391,617	53.0			458,709	47.9
Gross profit		420,778	48.4			505,254	50.2			1,442,579	51.2			1,399,907	49.0			347,545	47.0			498,583	52.1
Selling, general and administrative expenses		250,528	28.8			232,715	23.1			832,627	29.6			690,492	24.2			248,305	33.6			293,295	30.7
Income from operations		170,250	19.6			272,539	27.1			609,952	21.6			709,415	24.8			99,240	13.4			205,288	21.4
Other expenses
Interest expense—net		31,417	3.7			13,223	1.4			78,536	2.7			40,112	1.3			39,816	5.4			20,855	2.1
Loss on extinguishment of debt		—	—			18,513	1.8			169,578	6.0			21,784	0.8			—	—			146,116	15.3
Other expense—net		1,989	0.2			—	—			4,841	0.2			—	—
Other income—net																		(653)	(0.1)			(343)	—
Total other expenses		33,406	3.9			31,736	3.2			252,955	8.9			61,896	2.1			39,163	5.3			166,628	17.4
Income before income taxes and equity method investments		136,844	15.7			240,803	23.9			356,997	12.7			647,519	22.7			60,077	8.1			38,660	4.0
Income tax expense (benefit)		36,162	4.1			54,391	5.4			(70,867)	(2.5)			99,124	3.5			16,585	2.2			(163,426)	(17.1)
Income before equity method investments		100,682	11.6			186,412	18.5			427,864	15.2			548,395	19.2			43,492	5.9			202,086	21.1
Share of equity method investments losses		(1,922)	(0.2)			(2,313)	(0.2)			(6,118)	(0.2)			(6,894)	(0.2)
Share of equity method investments loss																		1,602	(0.2)			1,375	0.1
Net income	$	98,760	11.4	%	$	184,099	18.3	%	$	421,746	15.0	%	$	541,501	19.0	%	$	41,890	5.7	%	$	200,711	21.0	%

Non-GAAP Financial Measures

To supplement our ~~condensed~~ consolidated financial statements, which are prepared and presented in accordance with ~~generally accepted accounting principles in the United States (“GAAP”),~~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”).~~expenditures. 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.


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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.~~performance.

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


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Net income		98,760		184,099		421,746		541,501	$	41,890	$	200,711
Interest expense—net⁽¹⁾		31,417		13,223		78,536		40,112		39,816		20,855
Loss on extinguishment of debt⁽¹⁾		—		18,513		169,578		21,784		—		146,116
Other expense—net⁽¹⁾		1,989		—		4,841		—
Other income—net⁽¹⁾										(653)		(343)
Income tax expense (benefit)⁽¹⁾		36,162		54,391		(70,867)		99,124		16,585		(163,426)
Share of equity method investments losses⁽¹⁾		1,922		2,313		6,118		6,894
Share of equity method investments loss⁽¹⁾										1,602		1,375
Operating income		170,250		272,539		609,952		709,415		99,240		205,288
Asset impairments⁽²⁾		10,926		—		19,080		7,354
Reorganization related costs⁽²⁾										7,621		—
Non-cash compensation⁽³⁾		4,136		5,831		14,315		17,559		3,531		5,858
Employer payroll taxes on option exercise⁽⁴⁾		—		—		11,717		—		—		11,717
Professional fees⁽⁵⁾		—		—		7,469		—
Compensation settlements⁽⁶⁾		—		—		3,483		—
Professional fee⁽⁵⁾										—		7,184
Asset impairments⁽⁶⁾										—		5,923
Recall accrual⁽⁷⁾		—		340		560		840		—		560
Legal settlements⁽⁸⁾		(4,188)		—		(4,188)		—
Gain on sale of building and land⁽⁹⁾		(775)		—		(775)		—
Reorganizational related costs⁽¹⁰⁾		—		—		—		449
Adjusted operating income	$	180,349	$	278,710	$	661,613	$	735,617	$	110,392	$	236,530

(1)

Refer to discussion “Three Months Ended ~~October~~April 29, ~~2022~~2023 Compared to Three Months Ended ~~October~~April 30, ~~2021” and “Nine Months Ended October 29, 2022 Compared to Nine Months Ended October 30, 2021”~~2022” below for a discussion of our results of operations for the three ~~and nine~~ months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021.~~2022.

(2)

~~The three~~Represents severance costs and ~~nine months ended October 29, 2022 include inventory impairment of $11 million. The nine months ended October 29, 2022 also includes asset impairment~~ related ~~to property and equipment of Galleries under construction, as well as lease impairment of $1.0 million due to the early exit of~~payroll taxes associated with a ~~leased facility. The nine months ended October 30, 2021 represents asset impairments.~~reorganization.

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

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

(5)

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

(6)	Represents ~~compensation settlements~~asset impairments related to ~~the Rollover Units~~property and ~~Profit Interest Units in the Waterworks subsidiary.~~equipment of Galleries under construction.

(7)	Represents accruals associated with product recalls.

~~(8)~~

~~Represents a favorable legal settlement associated with a lease arrangement.~~

~~(9)~~

~~Represents gain on sale of building and land.~~

~~(10)~~

~~Represents severance costs and related payroll taxes associated with reorganizations.~~


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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				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Net income	$	98,760	$	184,099	$	421,746	$	541,501	$	41,890	$	200,711
Adjustments pre-tax:
Reorganization related costs⁽¹⁾										7,621		—
Non-cash compensation⁽¹⁾										3,531		5,858
Loss on extinguishment of debt⁽¹⁾		—		18,513		169,578		21,784		—		146,116
Employer payroll taxes on option exercise⁽¹⁾										—		11,717
Professional fee⁽¹⁾										—		7,184
Asset impairments⁽¹⁾		10,926		—		19,080		7,354		—		5,923
Non-cash compensation⁽¹⁾		4,136		5,831		14,315		17,559
Employer payroll taxes on option exercise⁽¹⁾		—		—		11,717		—
Professional fees⁽¹⁾		—		—		7,469		—
Compensation settlements⁽¹⁾		—		—		3,483		—
Recall accrual⁽¹⁾		—		340		560		840		—		560
Legal settlements⁽¹⁾		(4,188)		—		(4,188)		—
Gain on derivative instruments—net⁽²⁾		—		—		(1,724)		—		—		(3,177)
Gain on sale of building and land⁽¹⁾		(775)		—		(775)		—
Amortization of debt discount⁽³⁾		—		4,023		—		15,869
Reorganization related costs⁽¹⁾		—		—		—		449
Subtotal adjusted items		10,099		28,707		219,515		63,855		11,152		174,181
Impact of income tax items⁽⁴⁾		(427)		(6,518)		(191,621)		(9,774)
Share of equity method investments losses⁽¹⁾		1,922		2,313		6,118		6,894
Impact of income tax items⁽³⁾										(2,433)		(194,926)
Share of equity method investments loss⁽¹⁾										1,602		1,375
Adjusted net income	$	110,354	$	208,601	$	455,758	$	602,476	$	52,211	$	181,341

(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 net gain on derivative instruments resulting from certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge terminations and warrant ~~terminations~~ and convertible senior notes ~~repurchases~~repurchase (refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements).

(3)

~~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 were required to be separately accounted for as liability and equity components of the instrument in a manner that reflected the issuer’s non-convertible debt borrowing rate. Accordingly, in accounting for GAAP purposes through fiscal 2021 for 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 2023 Notes and 2024 Notes into liability (debt) and equity (conversion option) components and we amortized as debt discount an amount equal to the fair value of the equity components as interest expense on the 2023 Notes and 2024 Notes over their expected lives. The equity components represented the difference between the proceeds from the issuance of the 2023 Notes and 2024 Notes and the fair value of the liability components of the 2023 Notes and 2024 Notes, respectively. Amounts were presented net of interest capitalized for capital projects of $2.8 million and $8.4 million during the three and nine months ended October 30, 2021, respectively. No amortization of the debt discounts were recognized during the three and nine months ended October 29, 2022, since we recombined the previously outstanding equity component of the 2023 Notes and 2024 Notes upon the adoption of ASU 2020-06.


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 46

~~Table of Contents~~

~~(4)~~

~~For fiscal 2022, we~~We exclude the GAAP tax provision and apply a non-GAAP tax provision based upon (i) adjusted pre-tax net income, (ii) the projected annual adjusted tax rate and (iii) the exclusion of material discrete tax items that are unusual or infrequent, such as tax benefits related to the option exercise by Mr. Friedman in ~~the~~ first quarter of fiscal 2022. The adjustments for the three ~~and nine~~ months ended ~~October~~April 29, 2023 and April 30, 2022 are based on adjusted tax rates of ~~24.9%~~26.7% and ~~20.9%~~14.8%, respectively. Our previously reported adjustments for the three and nine months ended October 29, 2022 in our Original Report were based on an adjusted tax rate of 0.0%. Refer to the Explanatory Note in this Amendment.

The adjustments for the three and nine months ended October 30, 2021 are based on adjusted tax rates of 22.6% and 15.3%, respectively, which excludes the tax impact associated with our share of equity method investments losses.


PART I. FINANCIAL INFORMATION	2023 FIRST QUARTER FORM 10-Q \| 37

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				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Net income	$	98,760	$	184,099	$	421,746	$	541,501	$	41,890	$	200,711
Depreciation and amortization		28,032		24,819		79,760		71,375		27,770		24,758
Interest expense—net		31,417		13,223		78,536		40,112		39,816		20,855
Income tax expense (benefit)		36,162		54,391		(70,867)		99,124		16,585		(163,426)
EBITDA		194,371		276,532		509,175		752,112		126,061		82,898
Reorganization related costs⁽¹⁾										7,621		—
Non-cash compensation⁽²⁾										10,180		12,802
Capitalized cloud computing amortization⁽³⁾										1,849		1,354
Other income—net⁽¹⁾										(653)		(343)
Loss on extinguishment of debt⁽¹⁾		—		18,513		169,578		21,784		—		146,116
Non-cash compensation⁽²⁾		10,187		11,995		33,725		37,426
Employer payroll taxes on option exercise⁽¹⁾										—		11,717
Professional fee⁽¹⁾										—		7,184
Asset impairments⁽¹⁾		10,926		—		19,080		7,354		—		5,923
Employer payroll taxes on option exercise⁽¹⁾		—		—		11,717		—
Professional fees⁽¹⁾		—		—		7,469		—
Share of equity method investments losses⁽¹⁾		1,922		2,313		6,118		6,894
Capitalized cloud computing amortization⁽³⁾		1,747		970		4,800		2,432
Compensation settlements⁽¹⁾		—		—		3,483		—
Other expense—net⁽¹⁾		1,989		—		4,841		—
Share of equity method investments loss⁽¹⁾										1,602		1,375
Recall accrual⁽¹⁾		—		340		560		840		—		560
Legal settlements⁽¹⁾		(4,188)		—		(4,188)		—
Gain on sale of building and land⁽¹⁾		(775)		—		(775)		—
Reorganization related costs⁽¹⁾		—		—		—		449
Adjusted EBITDA	$	216,179	$	310,663	$	765,583	$	829,291	$	146,660	$	269,586

(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 non-cash compensation related to equity awards granted to ~~employees.~~employees, including the amortization of the non-cash compensation charge related to an option grant made to Mr. Friedman in October 2020.

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


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 4738

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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 during the construction period.~~received.

Reconciliation of Adjusted Capital Expenditures


	THREE MONTHS ENDED				NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2022		2021		2023		2022

	(in thousands)								(in thousands)
Capital expenditures	$	47,117	$	71,636	$	109,675	$	153,774	$	34,190	$	29,364
Landlord assets under construction—net of tenant allowances		10,920		6,999		43,380		50,351		9,583		12,148
Adjusted capital expenditures	$	58,037	$	78,635	$	153,055	$	204,125	$	43,773	$	41,512

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

NINE MONTHS ENDED

OCTOBER 29,

OCTOBER 30,

2022

2021




TOTAL LEASED



TOTAL LEASED

SELLING SQUARE

SELLING SQUARE

COUNT

FOOTAGE⁽¹⁾

COUNT

FOOTAGE⁽¹⁾

(square footage in thousands)
Beginning of period

81

1,254

82

1,162
RH Design Galleries:








San Francisco Design Gallery

1

42.1

—

—
Dallas Design Gallery

—

—

1

38.0
Oak Brook Design Gallery

—

—

1

37.7
RH Modern Galleries:

Dallas RH Modern Gallery

—

—

(1)

(3.9)
RH Baby & Child and TEEN Galleries:

Santa Monica Baby & Child and TEEN Gallery

—

—

(1)

(7.3)
RH Legacy Galleries:

Tysons legacy Gallery (relocation)

—

—

—

8.5
San Francisco legacy Gallery

(1)

(4.8)

—

—
Dallas legacy Gallery

—

—

(1)

(8.4)
Oak Brook legacy Gallery

—

—

(1)

(10.0)
End of period

81

1,291

80

1,217
Total leased square footage at end of period⁽²⁾

1,737

1,624
Weighted-average leased square footage⁽³⁾

1,713

1,583
Weighted-average leased selling square footage⁽³⁾

1,277

1,180


	THREE MONTHS ENDED
	APRIL 29,			APRIL 30,
	2023			2022
		TOTAL LEASED			TOTAL LEASED
		SELLING SQUARE			SELLING SQUARE
	COUNT	FOOTAGE⁽¹⁾		COUNT	FOOTAGE⁽¹⁾

	(square footage in thousands)
Beginning of period	81		1,286	81		1,254
RH Design Galleries:
Indianapolis Design Gallery	(1)		(13.0)	—		—
RH Legacy Galleries:
Indianapolis temporary Gallery	1		5.7	—		—
End of period	81		1,279	81		1,254
Total leased square footage at end of period			1,733			1,672
Weighted-average leased square footage⁽²⁾			1,729			1,672
Weighted-average leased selling square footage⁽²⁾			1,285			1,254

(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 October 30, 2021 related to one owned retail location.~~


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~~Table of Contents~~

(2)	~~Total leased square footage includes approximately 5,400 square feet as of October 30, 2021 related to one owned retail 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.

~~In addition, we operated one RH Guesthouse with leased square footage of approximately 24,800 square feet as of October 29, 2022.~~


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Table of Contents

Three Months Ended ~~October~~April 29, ~~2022~~2023 Compared to Three Months Ended ~~October~~April 30, ~~2021~~2022


	THREE MONTHS ENDED												THREE MONTHS ENDED
	OCTOBER 29,						OCTOBER 30,						APRIL 29,						APRIL 30,
	2022						2021						2023						2022
	RH SEGMENT		WATERWORKS		TOTAL⁽¹⁾		RH SEGMENT		WATERWORKS		TOTAL		RH SEGMENT		WATERWORKS		TOTAL⁽¹⁾		RH SEGMENT		WATERWORKS		TOTAL⁽¹⁾

	(in thousands)												(in thousands)
Net revenues	$	821,260	$	47,806	$	869,066	$	964,859	$	41,569	$	1,006,428	$	690,516	$	48,646	$	739,162	$	908,948	$	48,344	$	957,292
Cost of goods sold		426,313		21,975		448,288		480,496		20,678		501,174		368,932		22,685		391,617		436,126		22,583		458,709
Gross profit		394,947		25,831		420,778		484,363		20,891		505,254		321,584		25,961		347,545		472,822		25,761		498,583
Selling, general and administrative expenses		231,884		18,644		250,528		214,103		18,612		232,715		229,015		19,290		248,305		275,519		17,776		293,295
Income from operations	$	163,063	$	7,187	$	170,250	$	270,260	$	2,279	$	272,539	$	92,569	$	6,671	$	99,240	$	197,303	$	7,985	$	205,288

(1)

The results for the Real Estate segment were immaterial in the three months ended ~~October~~April 29, ~~2022~~2023 and, therefore, such results are presented within the RH Segment for such period. There was no income from operations for the Real Estate segment in the three months ended ~~October 29,~~April 30, 2022. Refer to Note 17—Segment Reporting in our condensed consolidated financial statements.

Net revenues

Consolidated net revenues decreased ~~$137~~$218 million, or ~~13.6%~~22.8%, to ~~$869~~$739 million in the three months ended ~~October~~April 29, ~~2022~~2023 compared to ~~$1,006~~$957 million in the three months ended ~~October~~April 30, ~~2021.~~2022.

RH Segment net revenues

RH Segment net revenues decreased ~~$144~~$218 million, or ~~14.9%~~24.0%, to ~~$821~~$691 million in the three months ended ~~October~~April 29, ~~2022~~2023 compared to ~~$965~~$909 million in the three months ended ~~October~~April 30, ~~2021.~~2022. The below discussion highlights ~~several~~ significant factors that ~~resulted in a decrease in~~impacted RH Segment net revenues, which are listed in order of magnitude.

~~The decrease in~~ RH Segment net revenues for the three months ended ~~October~~April 29, ~~2022 was driven~~2023 decreased primarily ~~by softening~~due to lower demand ~~trends, which began in~~compared to the first quarter of fiscal 2022, ~~and have remained below prior year trends for~~during which demand still benefited from the ~~balance of fiscal 2022. This decrease was partially offset by backlog relief,as well as increased revenue in our RH Hospitality business compared to the three months ended October 30, 2021 due to new Restaurant openings in the second half of fiscal 2021 and fiscal 2022.~~elevated pandemic-driven home spending. Outlet sales decreased $13 million to ~~$64~~$57 million in the three months ended ~~October~~April 29, ~~2022~~2023 compared to ~~$77~~$70 million in the three months ended ~~October~~April 30, ~~2021.~~2022.

Waterworks net revenues

Waterworks net revenues increased ~~$6.2~~$0.3 million, or ~~15.0%~~0.6%, to $49 million in the three months ended April 29, 2023 compared to $48 million in the three months ended ~~October 29, 2022 compared to $42 million in the three months ended October~~April 30, ~~2021.~~2022.

Gross profit

Consolidated gross profit decreased ~~$85~~$151 million, or ~~16.7%~~30.3%, to ~~$421~~$348 million in the three months ended ~~October~~April 29, ~~2022~~2023 compared to ~~$505~~$499 million in the three months ended ~~October~~April 30, ~~2021.~~2022. As a percentage of net revenues, consolidated gross margin decreased ~~180~~510 basis points to ~~48.4%~~47.0% of net revenues in the three months ended ~~October~~April 29, ~~2022~~2023 from ~~50.2%~~52.1% of net revenues in the three months ended ~~October~~April 30, ~~2021.~~2022.

RH Segment gross profit

RH Segment gross profit ~~for~~decreased $151 million, or 32.0%, to $322 million in the three months ended ~~October~~April 29, ~~2022 was negatively affected by $11~~2023 from $473 million in the three months ended April 30, 2022. As a percentage of ~~inventory impairment. Excluding the asset impairment adjustment, consolidated~~net revenues, RH Segment gross margin ~~would have~~ decreased 50540 basis points to ~~49.7%~~46.6% of net revenues in the three months ended ~~October~~April 29, ~~2022~~2023 from ~~50.2%~~52.0% of net revenues in the three months ended ~~October~~April 30, ~~2021.~~2022. The decrease in gross margin was primarily driven by lower net revenues, resulting in deleverage in occupancy costs, as well as a decrease in product margins in the Core business, partially offset by leverage in our shipping costs.

Waterworks gross profit

Waterworks gross profit was $26 million in both the three months ended April 29, 2023 and April 30, 2022. As a percentage of net revenues, Waterworks gross margin increased 10 basis points to 53.4% of net revenues in the three months ended April 29, 2023 from 53.3% of net revenues in the three months ended April 30, 2022.


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~~RH Segment gross profit~~

RH Segment gross profit decreased $89 million, or 18.5%, to $395 million in the three months ended October 29, 2022 from $484 million in the three months ended October 30, 2021. As a percentage of net revenues, RH Segment gross margin decreased 210 basis points to 48.1% of net revenues in the three months ended October 29, 2022 from 50.2% of net revenues in the three months ended October 30, 2021.

Excluding the $11 million asset impairment adjustment, RH Segment gross margin would have decreased 80 basis points to 49.4% of net revenues in the three months ended October 29, 2022 from 50.2% of net revenues in the three months ended October 30, 2021. The decrease in gross margin was primarily driven by deleverage in fixed occupancy costs, partially offset by an increase in product margins in the Core business, as well as leverage in our shipping costs during the three months ended October 29, 2022.

~~Waterworks gross profit~~

Waterworks gross profit increased $4.9 million, or 23.6%, to $26 million in the three months ended October 29, 2022 from $21 million in the three months ended October 30, 2021. As a percentage of net revenues, Waterworks gross margin increased 370 basis points to 54.0% of net revenues in the three months ended October 29, 2022 from 50.3% of net revenues in the three months ended October 30, 2021.

Selling, general and administrative expenses

Consolidated selling, general and administrative expenses ~~increased $18~~decreased $45 million, or ~~7.7%~~15.3%, to ~~$251~~$248 million in the three months ended ~~October~~April 29, ~~2022 compared to $233~~2023 from $293 million in the three months ended ~~October~~April 30, ~~2021.~~2022.

RH Segment selling, general and administrative expenses

RH Segment selling, general and administrative expenses ~~increased $18~~decreased $47 million, or ~~8.3%~~17.0%, to ~~$232~~$229 million in the three months ended ~~October~~April 29, ~~2022~~2023 compared ~~$214~~to $276 million in the three months ended ~~October~~April 30, ~~2021. RH Segment selling, general and administrative expenses were 28.2% and 22.2% of net revenues for the three months ended October 29, 2022 and October 30, 2021, respectively.~~2022.

RH Segment selling, general and administrative expenses for the three months ended ~~October~~April 29, ~~2022~~2023 include ~~amortization~~severance expense and other payroll related costs associated with a reorganization of $7.6 million and non-cash compensation of ~~$4.1~~$3.5 million related to ~~a fully vested~~an option grant made to Mr. Friedman in October ~~2020, partially offset by a $4.2 million legal settlement received and a $0.8 million gain on sale of building and land.~~2020.

RH Segment selling, general and administrative expenses for the three months ended ~~October~~April 30, ~~2021 include amortization of the non-cash compensation of $5.8 million related to a fully vested option grant made to Mr. Friedman in October 2020.~~

The increase in selling, general and administrative expenses as a percentage of net revenues was primarily driven by deleverage due to lower revenues. Additionally, we incurred higher employment and employment-related costs and professional fees, as well as pre-opening and other corporate costs related to the opening of RH Guesthouse New York.

~~Waterworks selling, general and administrative expenses~~

Waterworks selling, general and administrative expenses remained consistent at $19 million in both the three months ended October 29, 2022 and October 30, 2021. Waterworks selling, general and administrative expenses were 39.0% and 44.8% of net revenues for the three months ended October 29, 2022 and October 30, 2021, respectively.


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~~Table of Contents~~

~~Interest expense—net~~

~~Interest expense—net increased $18 million in the three months ended October 29, 2022 compared to the three months ended October 30, 2021, which consisted of the following in each period:~~

THREE MONTHS ENDED

OCTOBER 29,

OCTOBER 30,

2022

2021

(in thousands)
Term loan interest expense

$
35,300

$
1,935
Finance lease interest expense

8,564

6,711
Other interest expense

916

1,447
Amortization of convertible senior notes debt discount

—

6,775
Interest income

(12,540)

(572)
Capitalized interest for capital projects

(823)

(3,073)
Total interest expense—net

$
31,417

$
13,223

~~Loss on extinguishment of debt~~

We did not recognize a loss on extinguishment of debt in the three months ended October 29, 2022. During the three months ended October 30, 2021 we recognized a loss on extinguishment of debt of $19 million for a portion of the 2023 Notes and 2024 Notes that were early converted at the option of the noteholders.

~~Other expense—net~~

Other expense—net was $2.0 million during the three months ended October 29, 2022 as a result of a foreign exchange loss from the remeasurement of an intercompany loan with a U.K. subsidiary, as well as a 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.

~~Income tax expense~~

Income tax expense was $36 million and $54 million in the three months ended October 29, 2022 and October 30, 2021, respectively. Our effective tax rate was 26.8% and 22.8% for the three months ended October 29, 2022 and October 30, 2021, respectively. The increase in our effective tax rate is primarily attributable to lower net excess tax benefits from stock-based compensation in the three months ended October 29, 2022.

~~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 $1.9 million and $2.3 million loss during the three months ended October 29, 2022 and October 30, 2021, respectively.


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 51

~~Table of Contents~~

~~Nine Months Ended October 29, 2022 Compared to Nine Months Ended October 30, 2021~~

NINE MONTHS ENDED

OCTOBER 29,

OCTOBER 30,

2022

2021

RH SEGMENT

WATERWORKS

TOTAL⁽¹⁾

RH SEGMENT

WATERWORKS

TOTAL

(in thousands)
Net revenues

$
2,670,390

$
147,588

$
2,817,978

$
2,732,300

$
123,779

$
2,856,079
Cost of goods sold

1,307,547

67,852

1,375,399

1,394,317

61,855

1,456,172
Gross profit

1,362,843

79,736

1,442,579

1,337,983

61,924

1,399,907
Selling, general and administrative expenses

771,609

61,018

832,627

642,002

48,490

690,492
Income from operations

$
591,234

$
18,718

$
609,952

$
695,981

$
13,434

$
709,415

~~(1)~~

The results for the Real Estate segment were immaterial in the nine months ended October 29, 2022 and, therefore, such results are presented within the RH Segment for such period. There was no income from operations for the Real Estate segment in the nine months ended October 29, 2022.Refer to Note 17—~~Segment Reporting~~ ~~in our condensed consolidated financial statements.~~

~~Net revenues~~

~~Consolidated net revenues decreased $38 million, or 1.3%, to $2,818 million in the nine months ended October 29, 2022 compared to $2,856 million in the nine months ended October 30, 2021.~~

~~RH Segment net revenues~~

RH Segment net revenues decreased $62 million, or 2.3%, to $2,670 million in the nine months ended October 29, 2022 compared to $2,732 million in the nine months ended October 30, 2021. The below discussion highlights several significant factors that resulted in a decrease in RH Segment net revenues, which are listed in order of magnitude.

The decrease in RH Segment net revenues for the nine months ended October 29, 2022 was driven primarily by softening demand trends, which began in the first quarter of fiscal 2022, and have remained below prior year trends for the balance of fiscal 2022. This decrease was partially offset by backlog relief,as well as increased revenue in our RH Hospitality business compared to the nine months ended October 30, 2021 due to new Restaurant openings in the second half of fiscal 2021 and fiscal 2022. Outlet sales decreased $5.1 million to $203 million in the nine months ended October 29, 2022 compared to $208 million in the nine months ended October 30, 2021.

~~Waterworks net revenues~~

~~Waterworks net revenues increased $24 million, or 19.2%, to $148 million in the nine months ended October 29, 2022 compared to $124 million in the nine months ended October 30, 2021.~~

~~Gross profit~~

Consolidated gross profit increased $43 million, or 3.0%, to $1,443 million in the nine months ended October 29, 2022 from $1,400 million in the nine months ended October 30, 2021. As a percentage of net revenues, consolidated gross margin increased 220 basis points to 51.2% of net revenues in the nine months ended October 29, 2022 from 49.0% of net revenues in the nine months ended October 30, 2021.

RH Segment gross profit for the nine months ended October 29, 2022 was negatively affected by $11 million of inventory impairment. Excluding the asset impairment adjustment, consolidated gross margin would have increased 260 basis points to 51.6% of net revenues in the three months ended October 29, 2022 from 49.0% of net revenues in the three months ended October 30, 2021.

~~RH Segment gross profit~~

RH Segment gross profit increased $25 million, or 1.9%, to $1,363 million in the nine months ended October 29, 2022 from $1,338 million in the nine months ended October 30, 2021. As a percentage of net revenues, RH Segment gross margin increased 200 basis points to 51.0% of net revenues in the nine months ended October 29, 2022 from 49.0% of net revenues in the nine months ended October 30, 2021.


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~~Table of Contents~~

Excluding the $11 million asset impairment adjustment, RH Segment gross margin would have increased 240 basis points to 51.4% of net revenues in the nine months ended October 29, 2022 from 49.0% of net revenues in the nine months ended October 30, 2021. The increase in gross margin was primarily driven by increase in product margins in the Core business, as well as leverage in our shipping costs, partially offset by deleverage in fixed occupancy costs during the nine months ended October 29, 2022.

~~Waterworks gross profit~~

Waterworks gross profit increased $18 million, or 28.8%, to $80 million in the nine months ended October 29, 2022 from $62 million in the nine months ended October 30, 2021. As a percentage of net revenues, Waterworks gross margin increased 400 basis points to 54.0% of net revenues in the nine months ended October 29, 2022 from 50.0% of net revenues in the nine months ended October 30, 2021 primarily driven by higher revenues, leverage in shipping and occupancy costs, as well as favorable changes in product mix.

~~Selling, general and administrative expenses~~

Consolidated selling, general and administrative expenses increased $142 million, or 20.6%, to $833 million in the nine months ended October 29, 2022 compared to $691 million in the nine months ended October 30, 2021.

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

RH Segment selling, general and administrative expenses increased $130 million, or 20.2%, to $772 million in the nine months ended October 29, 2022 compared to $642 million in the nine months ended October 30, 2021. RH Segment selling, general and administrative expenses were 28.9% and 23.5% of net revenues for the nine months ended October 29, 2022 and October 30, 2021, respectively.

~~RH Segment selling, general and administrative expenses for the nine months ended October 29,~~ 2022 include ~~amortization of non-cash compensation of $14 million related to a fully vested option grant made to Mr. Friedman in October 2020,~~ $12 million of employer payroll tax expense associated with Mr. Friedman’s stock option exercise during the first quarter of fiscal ~~2022, $7.5~~2021, a $7.2 million of professional ~~fees~~fee which ~~were~~was contingent upon the completion of our debt transactions related to the 2023 Notes and 2024 Notes, ~~and $0.6~~$5.9 million of asset impairments, amortization of the non-cash compensation of $5.9 million related to ~~product recalls, partially offset by a $4.2 million legal settlement received and a $0.8 million gain on sale of building and land.~~

~~RH Segment selling, general and administrative expenses for the nine months ended October 30, 2021 include amortization of non-cash compensation of $18 million related to a fully vested~~an option grant made to Mr. Friedman in October 2020 ~~$7.4~~and $0.6 million related to ~~asset impairments~~product recalls.

RH Segment selling, general and ~~$0.4 million related to severance~~administrative expenses were 31.5% and 26.9% of net revenues for the three months ended April 29, 2023 and April 30, 2022, respectively, excluding the costs ~~and related payroll taxes associated~~incurred in connection with ~~reorganizations.~~

the adjustments mentioned above. The increase in selling, general and administrative expenses as a percentage of net revenues was primarily driven by ~~higher employment~~lower net revenues, resulting in deleverage in compensation, occupancy and ~~employment-related costs, increased~~ advertising costs, ~~due to the mailing of the new RH Contemporary Source Book, the launch of The World of RH, as well as increases in professional fees. In addition, we incurred increased~~partially offset by lower pre-opening ~~and other corporate costs related to the opening of RH San Francisco and RH Guesthouse New York.~~costs.

Waterworks selling, general and administrative expenses

Waterworks selling, general and administrative expenses increased ~~$13~~$1.5 million, or ~~25.8%~~8.5%, to ~~$61~~$19 million in the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 compared to ~~$48~~$18 million in the ~~nine~~three months ended ~~October~~April 30, ~~2021.~~2022. Waterworks selling, general and administrative expenses were ~~41.3%~~39.7% and ~~39.2%~~36.8% of net revenues for the ~~nine~~three months ended ~~October~~April 29, 2023 and April 30, 2022, ~~and October 30, 2021,~~ respectively.

Waterworks selling, general and administrative expenses for the nine months ended October 29, 2022 include $3.5 million in compensation settlements related to the Rollover Units and Profit Interest Units and a $0.2 million asset impairment. Waterworks selling, general and administrative expenses for the nine months ended October 30, 2021 include $0.8 million related to product recalls.

Excluding the adjustments mentioned above, Waterworks selling, general and administrative expenses would have been 38.9% and 38.5% of net revenues for the nine months ended October 29, 2022 and October 30, 2021, respectively.


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Interest expense—net

Interest expense—net increased ~~$38~~$19 million in the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 compared to the ~~nine~~three months ended ~~October~~April 30, ~~2021,~~2022, which consisted of the following in each period:


	NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2023		2022

	(in thousands)				(in thousands)
Term loan interest expense	$	76,283	$	1,935	$	47,793	$	16,001
Finance lease interest expense		23,526		19,468		8,486		7,071
Other interest expense		2,821		4,703		1,216		1,073
Amortization of convertible senior notes debt discount		—		24,236
Interest income		(20,114)		(1,308)		(16,624)		(1,181)
Capitalized interest for capital projects		(3,980)		(8,922)		(1,055)		(2,109)
Total interest expense—net	$	78,536	$	40,112	$	39,816	$	20,855

Loss on extinguishment of debt

During the ~~nine~~three months ended ~~October 29,~~April 30, 2022 we recognized a loss on extinguishment of debt of ~~$170~~$146 million related to the repurchase of ~~$237~~$180 million of principal value of convertible senior notes, ~~inclusive of~~which includes the acceleration of amortization of debt issuance costs of ~~$1.3~~$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 in our condensed consolidated financial statements. ~~During~~


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Other income—net

Other income—net in the ~~nine~~three months ended ~~October~~April 29, 2023 represents a net gain due to favorable exchange rate changes affecting foreign currency denominated transactions, primarily between the U.S. dollar as compared to Pound Sterling and Euro, and a net foreign exchange gain from the remeasurement of intercompany loans with U.K. and Switzerland subsidiaries.

Other income—net during the three months ended April 30, ~~2021 we recognized~~2022 included a ~~loss~~net gain on ~~extinguishment~~derivative instruments of ~~debt~~$3.2 million, resulting from the completion of ~~$22 million for a portion of~~certain transactions related to the 2023 Notes and 2024 Notes, ~~that were early converted at the option of the noteholders.~~

~~Other expense—net~~

~~Other expense—~~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 ~~$4.8 million during the nine months ended October 29, 2022, which included~~partially offset by a ~~$6.5~~$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~~and a net foreign exchange ~~loss~~gain from the remeasurement of an intercompany loan with a U.K. subsidiary. The foreign currency loss was partially offset by a net gain on derivative instruments of $1.7 million during the nine months ended October 29, 2022, resulting from the completion of certain transactions related to the 2023 Notes and 2024 Notes, including bond hedge and warrant terminations and convertible senior notes repurchases. Refer to Note 9—~~Convertible Senior Notes~~ ~~in our condensed consolidated financial statements.~~

Income tax expense (benefit)

~~Income tax benefit was $71 million and~~We recorded income tax expense ~~was $99~~of $17 million and an income tax benefit of $163 million in the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, respectively. Our effective tax rate was ~~(20.2)%~~28.4% and ~~15.5%~~(438.3)% for the ~~nine~~three months ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021,~~2022, respectively. The ~~decrease~~increase in our effective tax rate is primarily ~~due~~attributable to significantly ~~higher discrete~~lower net excess tax benefits from stock-based compensation in ~~the nine months ended October 29, 2022.~~fiscal 2023.

Equity method investments ~~losses~~loss

Equity method investments ~~losses~~loss consists of our proportionate share of the ~~losses~~loss of our equity method investments by applying the hypothetical liquidation at book value methodology, which resulted in a ~~$6.1~~$1.6 million and ~~$6.9~~$1.4 million loss during the ~~nine~~three months ended ~~October~~April 29, 2023 and April 30, 2022, ~~and October 30, 2021,~~ respectively.


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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 B in the amount of $2.0 billion pursuant to the Term Loan Credit Agreement. The issuance of the Term Loan B 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 financing by means of the Term Loan B-2. The issuance of the Term Loan B-2 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:


	OCTOBER 29,		JANUARY 29,		APRIL 29,		JANUARY 28,
	2022		2022		2023		2023

		(in millions)				(in millions)
Asset based credit facility	$	—	$	—	$	—	$	—
Term loan B⁽¹⁾		1,980		1,995		1,970		1,975
Term loan B-2⁽¹⁾		500		—		498		499
Equipment promissory notes⁽¹⁾		2		15		—		1
Convertible senior notes due 2023⁽¹⁾		2		69		2		2
Convertible senior notes due 2024⁽¹⁾		42		189		42		42
Notes payable for share repurchases		—		1		—		—
Total debt(2)	$	2,526	$	2,269	$	2,512	$	2,519
Cash and cash equivalents		(2,150)		(2,178)		(1,517)		(1,508)
Total net debt⁽³⁾	$	376	$	91	$	995	$	1,011
Availability under the asset based credit facility—net⁽²⁾⁽³⁾	$	578	$	347	$	478	$	533

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

(2)	~~The amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $25 million and $20 million in outstanding letters of credit~~Net debt as of ~~October~~April 29, ~~2022~~2023 and January ~~29, 2022, respectively.~~

~~(3)~~

~~Net debt~~28, 2023 excludes restricted cash of ~~$3.9~~$3.5 million and $3.7 million, respectively, as well as non-recourse real estate loans of $18 million as of ~~October 29, 2022~~both periods related to our consolidated variable interest entities from our joint venture activities. These real estate loans are secured by the assets of such entities and the associated creditors do not have recourse against RH’s general assets. Refer to Note 5—Variable Interest Entities in our condensed consolidated financial statements.

(3)	As of both April 29, 2023 and January 28, 2023, the amount available for borrowing under the revolving line of credit under the ABL Credit Agreement is presented net of $27 million in outstanding letters of credit.

General

The primary cash needs of our business have historically been for merchandise inventories, payroll, rent for our retail and outlet locations, capital expenditures associated with opening new locations, updating existing locations, as well as the development of our infrastructure and information technology, and Source Books. 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. We continuously evaluate our capital allocation strategy and may engage in future investments in connection with existing or new share repurchase programs (refer to “Share Repurchase Program” below), which may include investments in derivatives or other equity linked 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. Capital raised from debt financings has enabled us to pursue various investments, including our investments in joint ventures. We expect to continue to take an opportunistic approach regarding both sources and uses of capital in connection with our business.


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We believe our capital structure provides us with substantial optionality regarding capital allocation. Our near-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 ~~macro-economic~~macroeconomic factors ~~and the pandemic~~ affecting business conditions, such as ~~well as~~the pandemic, inflation and a rising interest ~~rate environment.~~rates. 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 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 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.

To the extent we choose to 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.

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 “Term Loan B”) 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 Term Loan B has a maturity date of October 20, 2028. As of ~~October~~April 29, ~~2022,~~2023, we had ~~$1,980~~$1,970 million outstanding under the Term Loan Credit Agreement. We are required to make quarterly principal payments of $5.0 million with respect to the Term Loan B.

In May 2022, we entered into an incremental term debt financing (the “Term Loan B-2”) 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 Term Loan B-2 has a maturity date of October 20, 2028. The Term Loan B-2 constitutes a separate class from the existing Term Loan B under the Term Loan Credit Agreement. As of ~~October~~April 29, ~~2022,~~2023, we had ~~$500~~$498 million outstanding under the Amended Term Loan Credit Agreement. ~~Beginning in December 2022, we~~We are required to make quarterly principal payments of $1.3 million with respect to the Term Loan ~~B-2.~~B-2 from December 2022.

~~Certain Transactions Related to~~ Convertible Senior Notes

In ~~the first~~June 2018, we issued in a private offering $300 million principal amount of 0.00% convertible senior notes due 2023 and ~~second quarters of fiscal 2022, we entered into certain transactions~~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, ~~and 2024 Notes.~~the “Convertible Senior Notes” or the “Notes”).


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~~Warrant Termination Agreements~~

~~In the first quarter~~As of ~~fiscal 2022,~~April 29, 2023, we entered into individual privately negotiated agreements with a limited number of sophisticated 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~~

In the first quarter of fiscal 2022, we entered into individual privately negotiated 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 Senior Notes Repurchases~~

~~In the first and second quarters of fiscal 2022, we~~ ~~entered into individual privately negotiated~~ ~~transactions with certain holders of the 2023 Notes and 2024 Notes~~ ~~to repurchase $237 million~~ ~~in aggregate principal amount of the convertible senior notes representing~~ ~~$63 million and~~ $174 million in principal amount of 2023 Notes and 2024 Notes, respectively. Upon closing of these transactions, we paid an aggregate of $396 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 $563 million in cash (inclusive of expenses) in the first half of fiscal 2022 to complete the above transactions.~~

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.

We had $44 million remaining in aggregate principal amount of ~~convertible notes~~the Notes outstanding, ~~as of October 29, 2022,~~ comprised of $1.7 million of 2023 Notes and $42 million of 2024 Notes. The remaining 2023 Notes have a scheduled maturity in June 2023 and the remaining 2024 Notes have a scheduled maturity in September 2024. We anticipate having ~~ample~~sufficient cash available ~~in order~~ to repay the principal amount of ~~our convertible notes~~the Notes in cash with respect to any convertible notes for which the holders elect early conversion, as well as upon maturity of the 2023 Notes and the 2024 Notes in June 2023 and September 2024, ~~in each case in order to minimize dilution.~~respectively.

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 during the construction period. During the ~~nine~~three months ended ~~October~~April 29, ~~2022,~~2023, adjusted capital expenditures were ~~$153~~$44 million in aggregate, net of cash received related to landlord tenant allowances of ~~$10~~$4.1 million. ~~In addition, we also received landlord tenant allowances after construction completion of $4.4 million, which are reflected as a reduction to~~ ~~principal payments under finance leases~~ ~~within financing activities on the condensed consolidated statements of cash flows.~~ We anticipate our adjusted capital expenditures to be ~~$200~~$275 million to ~~$225~~$325 million in fiscal ~~2022,~~2023, primarily related to our growth and expansion, including construction of new Design Galleries and infrastructure investments. Nevertheless, we may elect to pursue additional capital expenditures 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 unique opportunities. There are a number of ~~macro-economic~~macroeconomic 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 our allocation of capital in fiscal ~~2022~~2023 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.


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Certain lease arrangements require the landlord to fund a portion of the construction related costs through payments directly to us. As we develop new Galleries, as well as other potential strategic initiatives in the future like our integrated hospitality experience, we are exploring other models for our real estate activities, which 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 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 have also begun executing changes in our real estate strategy to transition some projects from a leasing model to a development model, where we buy and develop real estate for our Design Galleries either directly or through joint ventures and other structures with the ultimate 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, in fiscal 2019 we executed a sale-leaseback transaction for the Yountville Design Gallery for sales proceeds of $24 million and in fiscal 2020 we executed a sale-leaseback transaction for the Minneapolis Design Gallery for sales proceeds of $26 million, both of which qualified for sale-leaseback accounting. Additionally, we have entered into arrangements with a third-party development partner to develop real estate for future RH Design Galleries. In the event that such capital and other expenditures require us to pursue additional funding sources, we can provide no assurance that we will be successful in securing additional funding on attractive terms or at all. In addition, our capital needs and uses of capital may change in the future due to changes in our business or new opportunities that we may pursue.


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Cash Flow Analysis

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


	NINE MONTHS ENDED				THREE MONTHS ENDED
	OCTOBER 29,		OCTOBER 30,		APRIL 29,		APRIL 30,
	2022		2021		2023		2022

	(in thousands)				(in thousands)
Net cash provided by operating activities	$	336,021	$	533,682	$	86,738	$	135,949
Net cash used in investing activities		(106,701)		(158,590)		(67,321)		(30,479)
Net cash provided by (used in) financing activities		(255,681)		1,721,514
Net increase (decrease) in cash and cash equivalents, restricted cash and restricted cash equivalents		(27,516)		2,096,640
Net cash used in financing activities						(10,935)		(42,351)
Net increase in cash and cash equivalents, restricted cash and restricted cash equivalents						8,464		62,841
Cash and cash equivalents, restricted cash and restricted cash equivalents at end of period		2,154,348		2,203,711		1,520,227		2,244,705

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 ~~nine~~three months ended ~~October~~April 29, ~~2022,~~2023, net cash provided by operating activities was ~~$336~~$87 million and consisted of net income of ~~$422~~$42 million and an increase in non-cash items of ~~$397~~$89 million, partially offset by a change in working capital and other activities of ~~$483~~$44 million. The use of cash from working capital was primarily driven by ~~an increase~~a decrease in ~~prepaid~~accounts payable and accrued expenses ~~and other assets~~ of ~~$153~~$54 million, ~~primarily due to federal and state tax receivables and the issuance of additional promissory notes receivable,~~ an increase in merchandise inventory of ~~$97~~$36 million, a decrease in operating lease liabilities of ~~$57~~$22 million primarily due to payments made under the related lease agreements ~~a decrease in accounts payable~~ and ~~accrued expenses of $45 million,~~ an increase in landlord ~~asset~~assets under construction, net of tenant allowances, of ~~$43 million~~$9.6 million. These uses of cash from working capital were partially offset by an increase in deferred revenue and ~~a decrease in other current liabilities~~customer deposits of ~~$37~~$19 million.

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.


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For the ~~nine~~three months ended ~~October~~April 29, ~~2022,~~2023, net cash used in investing activities was ~~$107~~$67 million and was comprised of investments in retail stores, information technology and systems infrastructure of ~~$110~~$34 million and additional ~~funding of~~contributions to our equity method investments of ~~$2.3 million, partially offset by proceeds from sale of assets of $5.3~~$33 million.

Net Cash 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 our share repurchase program, repayment of indebtedness, including principal payments under finance lease agreements and other equity related transactions.

For the ~~nine~~three months ended ~~October~~April 29, ~~2022,~~2023, net cash used in financing activities was ~~$256~~$11 million, primarily due to ~~the completion of certain transactions related to the 2023 Notes and 2024 Notes in the first quarter of fiscal 2022. 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. Net cash used in financing activities also included uses of cash of $395 million for the settlement of the convertible senior notes repurchase obligation and payments of $13 million in aggregate principal amount of certain 2023 Notes and 2024 Notes as a result of early conversions by the noteholders. Refer to Note 9—~~Convertible Senior Notes~~ ~~in our condensed consolidated financial statements.~~

These cash outflows were partially offset by the issuance of the Term Loan B-2 in May 2022 in the amount of $500 million pursuant to the 2022 Incremental Amendment to the Term Loan Credit Agreement, for which we incurred debt issuance costs of $28 million. In addition, we received proceeds of $16 million from the issuance of real estate loans related to our consolidated variable interest entities. During the nine months ended October 29, 2022, we made payments under ouron term loans of ~~$15~~$6.2 million, ~~payments on equipment notes of $13 million, net payments under~~ finance lease agreements of ~~$6.8~~$3.9 million and ~~paid debt extinguishment costs~~equipment notes of ~~$8.1~~$1.2 million.

During the nine months ended October 29, 2022, we repurchased 1,127,557 shares of our common stock for an aggregate repurchase amount of $286 million and we received proceeds from option exercises of $154 million, primarily due to Mr. Friedman’s option exercise activity in the first quarter of fiscal 2022.

Non-Cash Transactions

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 conversion of loan receivables into equity of VIEs.~~assets. In addition, non-cash transactions consist of the extinguishment of convertible senior notes related to our repurchase obligations and associated financing liabilities and embedded derivatives arising from the convertible senior notes ~~repurchases~~repurchase (refer to Note 9—Convertible Senior Notes in our condensed consolidated financial statements), as well as shares issued and received related to convertible senior note transactions.


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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 the 2023 Notes and 2024 Notes.


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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, including the amount available for borrowing under the revolving line of credit, net of outstanding letters of credit.

Term Loan ~~Facilities~~

Refer to Note 10—Credit Facilities in our condensed consolidated financial statements for further information on our ~~term loans facilities, including our~~ Term ~~Loan B and Term Loan B-2.~~

~~Equipment Loan Facility~~

~~Refer to Note 10—~~~~Credit Facilities~~ in our condensed consolidated financial statements for further information on our equipment loan facility. As of October 29, 2022, one equipment security note remains outstanding with a maturity date in April 2023.

~~Real Estate Loans~~

~~Refer to Note 5—~~~~Variable Interest Entities~~ ~~in our condensed consolidated financial statements for further information on the real estate loans held as part of our joint ventures with a third-party development partner.~~Loan.

Share Repurchase Program ~~and Share Retirement~~

We regularly review share repurchase activity and consider various factors in determining whether and when to execute investments in connection with our share repurchase program, 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 our share repurchase program will continue to be an excellent allocation of capital for the long-term benefit of our ~~shareholders.~~stockholders. We may undertake other repurchase programs in the future with respect to our securities. Starting on January 1, 2023, share repurchases under our Share Repurchase Program (as defined below) are subject to a 1% excise tax imposed under the Inflation Reduction Act.

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.

On June 2, 2022, the Board of Directors authorized an additional $2.0 billion for the purchase of shares of our outstanding common stock, which increased the total authorized size of the share repurchase program to $2,450 million (the “Share Repurchase Program”). During the nine months ended October 29, 2022, we repurchased 1,127,557 shares of our common stock under the Share Repurchase Program at an average price of $254.02 per share, for an aggregate repurchase amount of approximately $286 million. As of ~~October~~April 29, ~~2022, approximately $2,164~~2023, $1,450 million remains available for future share repurchases under the Share Repurchase Program.

~~Share Retirement~~

During the nine months ended October 29, 2022, we retired 1,127,557 shares of common stock related to shares we repurchased under the Share Repurchase Program. As a result of this retirement, we reclassified a total of $286 million from ~~treasury stock~~ to ~~additional paid-in capital~~ ~~on the condensed consolidated balance sheets and condensed consolidated statements of stockholders’ equity as of October 29, 2022.~~


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 60

~~Table of Contents~~

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with 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.


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Table of Contents

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~~Variable Interest Entities

There have been no material changes to the critical accounting policies and estimates listed above from the disclosures included in the ~~2021~~2022 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”~~Estimates in the ~~2021~~2022 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 issued accounting standards that may impact our consolidated financial statements in future reporting periods.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS

~~Interest Rate~~There have been no significant changes in our exposures to market risk since January 28, 2023. Refer to Part II, Item 7A—Quantitative and Qualitative Disclosures about Market Risk

~~We currently do not engage~~ in ~~any interest rate hedging activity.~~

We are subject to interest rate risk in connection with borrowings under the ABL Credit Agreement 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. In addition, certain of our ~~real estate loans under our VIEs also bear interest at variable rates. We are also subject to interest rate risk through interest income received~~2022 Form 10-K for a discussion on our ~~cash and cash equivalent balances, which consist of highly liquid investments with original maturities of 90 days or less held in cash on hand, bank balances, short-term deposits and money~~exposures to market ~~funds.~~


~~PART I. FINANCIAL INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 61

~~Table of Contents~~

The Federal Reserve continued increasing short-term interest rates in the first nine months 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 and into the first half of 2023. 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 and SOFR. As of October 29, 2022, we had no outstanding borrowings under the revolving line of credit and $2,480 million outstanding under the Term Loan Credit Agreement. 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 October 29, 2022 was $578 million, net of $25 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 B and Term Loan B-2 under the Term Loan Credit Agreement during the three months ended October 29, 2022, and to the extent that borrowings were outstanding 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. However, our exposure to change in our interest expense is partially offset by interest income, which is also affected by changes in market interest rates.

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 30, 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 facilities entered into prior to the end of 2021, including the facilities under the ABL Credit Agreement and the Term Loan B, have an interest rate tied to LIBOR. At this time, it is not possible to predict the effect of transitioning from LIBOR. SOFR, which is 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. We anticipate amending the ABL Credit Agreement and the Term Loan Credit Agreement in the fourth quarter of fiscal 2022 to reference SOFR. However, SOFR or any other alternative 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 October 29, 2022, we had $1.7 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 October 29, 2022, we had $42 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 expense—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.~~


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~~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~~

~~Convertible Senior Notes~~

In connection with the issuance of the 2023 Notes and 2024 Notes, we entered into privately negotiated convertible note hedge transactions with certain counterparties. 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. During the nine months ended October 29, 2022, we entered into agreements to repurchase $237 million in aggregate principal amount of convertible senior notes consisting of approximately $63 million and $174 million in aggregate principal amount of the 2023 Notes and 2024 Notes, respectively. In addition to such convertible senior notes repurchases, in the first quarter of fiscal 2022 we also terminated all of the 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 for further information on these transactions related to the 2023 Notes and 2024 Notes.~~

~~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 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 have been experienced globally during 2022. 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~~We maintain disclosure controls and procedures (as defined in ~~Rules~~Rule 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. At the time our Form 10-Q for the fiscal quarter ended October 29, 2022 was originally filed on December 8, 2022, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our. Our disclosure controls and procedures ~~were effective~~are designed 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.

Subsequent to that evaluation, and in connection with the restatement discussed in Note 1 to the condensed consolidated financial statements included in Item 1 of this report and the filing of this Form 10-Q/A, ourOur senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, ~~re-evaluated~~evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and procedures 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 ~~in connection with the matter that caused the restatement,~~ our disclosure controls and procedures were not effective as of ~~October~~April 29, ~~2022.~~2023 as a result of the material weakness in our internal control over financial reporting described below.


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Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. ~~In connection with the restatement discussed~~As previously disclosed in ~~Note 1 to the condensed consolidated financial statements included in Item 1 of this report~~our 2022 Form 10-K and ~~the filing of this~~our Quarterly Reports on Form 10-Q/A for the fiscal periods ended April 30, 2022, July 30, 2022, and October 29, 2022, we identified the following material weakness:

We did not design and maintain an effective control activity over the presentation and disclosure of net income per share, specifically the application of authoritative guidance, including new accounting standards, to the net income per share computations.

This material weakness resulted in errors in the unaudited condensed consolidated financial statements for the ~~nine months~~fiscal periods ended April 30, 2022, July 30, 2022 and October 29, 2022 that ~~are~~were restated ~~in this~~on Form 10-Q/A.A (the “Restatement”). Additionally, this material weakness could result in misstatements of the related accounts or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

Plan for Remediation of Material Weakness in Internal Control Over Financial Reporting

Our senior leadership team is committed to remediating the material weakness in our internal control over financial reporting in a timely manner and with oversight from the Audit Committee. We have, among other actions, implemented a remediation plan to address the root cause of the material weakness in order to fully to remediate the material weakness. WeIn conjunction with this remediation plan, ~~to enhance the design of~~during our fiscal quarter ended January 28, 2023, we designed and implemented an enhanced control activity related to the presentation and disclosure of net income per share, including the application of authoritative guidance and new accounting standards, to the net income per share computations.

While we believe the above remediation plan will address and remediate the material weakness, and we have enhanced our controls related to the ~~process will take time. The~~net income per share computations, the material weakness will not be considered remediated until ~~the remediation plan has been implemented and~~ there has been appropriate time for us to conclude through testing that the controls are designed and operating effectively. Such remediation is anticipated to be completed in the first half of fiscal 2023.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting, other than an enhanced control activity to address the material weakness identified above, that occurred during our fiscal quarter ended ~~October~~April 29, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART I. FINANCIAL INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 6449

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PART II

ITEM 1. LEGAL PROCEEDINGS

From time to time, we and/or members of our senior leadership team are involved in litigation, claims, investigations 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.~~practices. 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.

~~Refer~~For additional information regarding legal proceedings, including certain securities litigation, 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 ~~2021~~2022 Form ~~10-K and our subsequent SEC filings.~~10-K. There have been no material changes to the risk factors disclosed in our ~~2021~~2022 Form ~~10-K, other than as~~10-K.

The risks described in our ~~subsequent SEC filings.~~2022 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 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	2023 FIRST QUARTER FORM 10-Q \| 50

Table of Contents

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

Repurchases of Common Stock

During the three months ended ~~October~~April 29, ~~2022,~~2023, we repurchased the following shares of our common stock:


				TOTAL NUMBER OF	APPROXIMATE DOLLAR					TOTAL NUMBER OF	APPROXIMATE DOLLAR
		AVERAGE		SHARES REPURCHASED	VALUE OF SHARES THAT			AVERAGE		SHARES REPURCHASED	VALUE OF SHARES THAT
		PURCHASE		AS PART OF PUBLICLY	MAY YET BE			PURCHASE		AS PART OF PUBLICLY	MAY YET BE
	NUMBER OF	PRICE PER		ANNOUNCED PLANS	PURCHASED UNDER THE		NUMBER OF	PRICE PER		ANNOUNCED PLANS	PURCHASED UNDER THE
	SHARES ⁽¹⁾	SHARE		OR PROGRAMS⁽²⁾	PLANS OR PROGRAMS⁽²⁾		SHARES⁽¹⁾	SHARE		OR PROGRAMS⁽²⁾	PLANS OR PROGRAMS⁽²⁾
					(in millions)						(in millions)
July 31, 2022 to August 27, 2022	—	$	—	—	$	2,195
August 28, 2022 to October 1, 2022	830	$	248.64	127,557	$	2,164
October 2, 2022 to October 29, 2022	—	$	—	—	$	2,164
January 29, 2023 to February 25, 2023							—	$	—	—	$	1,450
February 26, 2023 to April 1, 2023							403	$	237.63	—	$	1,450
April 2, 2023 to April 29, 2023							—	$	—	—	$	1,450
Total	830			127,557			403			—

(1)	~~Reflects~~Includes 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 Share Repurchase Program authorized by the Board of Directors on October 10, 2018, and replenished on March 25, 2019 and June 2, 2022.


~~PART II. OTHER INFORMATION~~	~~2022 THIRD QUARTER FORM 10-Q \|~~ 65

~~Table of Contents~~

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~Not applicable.~~As previously disclosed in our 2022 Form 10-K, we implemented a restructuring on March 24, 2023 that includes workforce and expense reductions in order to improve and simplify our organizational structure, streamline certain aspects of our business operations and better position us for further growth. The workforce reduction associated with the initiative included the elimination of numerous leadership and other positions throughout the organization, which affected approximately 440 roles. The reorganization was completed during the first quarter of fiscal 2023. We incurred total charges relating to the reorganization of $7.6 million consisting primarily of severance costs and related taxes.


PART II. OTHER INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 6651

Table of Contents

ITEM 6. EXHIBITS



			INCORPORATED BY REFERENCE
EXHIBIT NUMBER	EXHIBIT DESCRIPTION	FORM	FILE NUMBER	DATE OF FIRST FILING	EXHIBIT NUMBER	FILED HEREWITH
10.1*	RH 2023 Stock Incentive Plan.	DEFR14A	001-35720	March 6, 2023	Annex A
10.2*	Form of Restricted Stock Unit Award Agreement under RH 2023 Stock Incentive Plan.	S-8	333-271419	April 24, 2023	4.5
10.3*	Form of Option Award Agreement under RH 2023 Stock Incentive Plan.	S-8	333-271419	April 24, 2023	4.6
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

*	Indicates management contract or compensatory plan or arrangement.


PART II. OTHER INFORMATION	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 6752

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: ~~March 27,~~May 26, 2023	By:	/s/ Gary Friedman
	Gary Friedman
	Chairman and Chief Executive Officer
	(Principal Executive Officer)


Date: ~~March 27,~~May 26, 2023	By:	/s/ Jack Preston
	Jack Preston
	Chief Financial Officer
	(Principal Financial Officer)


Date: ~~March 27,~~May 26, 2023	By:	/s/ Christina Hargarten
	Christina Hargarten
	Chief Accounting Officer
	(Principal Accounting Officer)


SIGNATURES	~~2022 THIRD~~2023 FIRST QUARTER FORM 10-Q \| 6853


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)


			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


					FOREIGN
	JANUARY 29,				CURRENCY		OCTOBER 29,
	2022		ADDITIONS		TRANSLATION		2022

	(in thousands)
RH Segment
Goodwill	$	141,100	$	—	$	(79)	$	141,021
Tradenames, trademarks and other intangible assets		56,161		1,108		—		57,269
Waterworks⁽¹⁾
Tradename⁽²⁾		17,000		—		—		17,000


	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	276,530	3.53	$	35.63	276,530	$	35.63
$50.00 — $50.00	1,000,000	4.51		50.00	1,000,000		50.00
$53.47 — $61.30	197,830	1.56		61.19	197,830		61.19
$75.43 — $75.43	1,000,000	0.67		75.43	1,000,000		75.43
$87.31 — $154.82	798,216	6.80		132.81	226,266		123.03
$156.40 — $380.53	373,480	8.19		280.31	66,885		270.24
$385.30 — $716.75	827,250	8.05		419.05	713,330		389.36
Total	4,473,306		$	157.54	3,480,841	$	135.32
Vested or expected to vest	4,247,547		$	152.62

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company