Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Restatement of Historical Financial Results

On November 3, 2023, the Audit Committee of the Board of Directors (the "Audit Committee") of Tile Shop Holdings, Inc. (the "Company"), based upon the recommendation of the Company's management, concluded that the Company's previously issued interim unaudited consolidated financial statements included in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 should no longer be relied upon for the reasons summarized below. Similarly, investors should no longer rely upon earnings releases and other communications relating to such financial statements.

In connection with preparation of the Company's financial statements for the third quarter of 2023, the Company identified an error related to operating lease agreements that were extended prior to the end of the second quarter of 2023, but not reflected in the unaudited financial statements for the quarter ended June 30, 2023. The Company assessed the materiality of the error identified in accordance with the Securities and Exchange Commission's Staff Accounting Bulletin No. 99 and concluded that the changes were material and that certain of the unaudited interim consolidated financial statements should be restated.

The impact of this change on the unaudited Consolidated Balance Sheet presented as of June 30, 2023 is as follows:

(in thousands) As reported Adjustment As restated
Right of use asset $ 114,616 $ 2,152 $ 116,768
Total Assets 325,439 2,152 327,591
Long-term lease liability, net 98,845 2,152 100,997
Total Liabilities 208,850 2,152 211,002
Total Liabilities and Stockholders' Equity 325,439 2,152 327,591

The impact of the error was immaterial to the unaudited Consolidated Statements of Income, Consolidated Statements of Stockholders' Equity and the Consolidated Statement of Cash Flows for the period ended June 30, 2023 and do not require restatement.

As a result of the error, the Company intends to disclose the restatement of the impacted line items in the unaudited Consolidated Balance Sheet as of June 30, 2023, as described above, in its Form 10-Q for the quarter ended September 30, 2023, which will be filed with the Securities and Exchange Commission concurrently with the filing of this Current Report on Form 8-K.

In addition, the Company's management has concluded that, in light of the error described above, a material weakness exists in the Company's internal control over financial reporting attributable to the breakdown in the operating effectiveness of the Company's controls designed to identify and ensure timely recognition of new and modified leases and that, because of this material weakness, the Company's disclosure controls and procedures were not effective as of September 30, 2023. The Company's remediation plan with respect to such material weakness will be described in more detail in the Quarterly Report on Form 10-Q for the quarter ended September 30, 2023.

The Company's management and Audit Committee discussed the matters disclosed in this Item 4.02 with RSM US LLP.

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Tile Shop Holdings Inc. published this content on 03 November 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 November 2023 20:25:09 UTC.