RH 10-Q/A

ITEM 4. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures Our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report. At the time our Form 10-Q for the fiscal quarter ended April 30, 2022 was originally filed on June 3, 2022, our Chief Executive Officer and Chief Financial Officer concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and include controls and procedures designed to ensure that the information required to be disclosed by us in such reports is accumulated and communicated to our senior leadership team, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. 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, our senior leadership team, with the participation of our Chief Executive Officer and Chief Financial Officer, re-evaluated the effectiveness of the design and operation of our disclosure controls and procedures, and concluded that, in connection with the matter that caused the restatement, our disclosure controls and procedures were not effective as of April 30, 2022. ​ PART I. FINANCIAL INFORMATION 2022 FIRST QUARTER FORM 10-Q | 52 ​ Table of Contents 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 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, 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 three months ended April 30, 2022 that are restated in this Form 10-Q/A. 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 fully to remediate the material weakness. We plan to enhance the design of our 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, the process will take time. 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 that occurred during our fiscal quarter ended April 30, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ​ ​ ​ ​ PART I. FINANCIAL INFORMATION 2022 FIRST QUARTER FORM 10-Q | 53 ​ Table of Contents PART II