0001875444false00018754442024-11-072024-11-07

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________
FORM 8-K
___________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): November 7, 2024
___________________________________
Arhaus, Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-41009
(Commission File Number)
87-1729256
(I.R.S. Employer Identification Number)
51 E. Hines Hill Road, Boston Heights, Ohio
(Address of Principal Executive Offices)
44236
(Zip Code)
(440) 439-7700
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Class A common stock, $0.001 par value per shareARHSThe Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 2.02     Results of Operations and Financial Condition
On November 7, 2024, Arhaus, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2024. A copy of the release is attached as Exhibit 99.1.

Item 7.01    Regulation FD Disclosure
The information furnished pursuant to Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Current Report shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in the filing.
Item 9.01    Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:

Exhibit No.Description
Press release dated November 7, 2024 announcing the release of third quarter 2024 results.
104Cover Page with Interactive Data File (embedded within the Inline XBRL document).






SIGNATURE

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 hereunto duly authorized on this 7th day of November, 2024.



ARHAUS, INC.
By:
/s/ Dawn Phillipson
Name:
Dawn Phillipson
Title:
Chief Financial Officer


imagea.jpg

ARHAUS REPORTS THIRD QUARTER 2024 RESULTS

BOSTON HEIGHTS, Ohio (November 7, 2024) — Arhaus, Inc. (“Arhaus” or the “Company”) (NASDAQ: ARHS), a rapidly growing lifestyle brand and omni-channel retailer of premium artisan-crafted home furnishings, today reported third quarter 2024 results for the period ended September 30, 2024. Highlights include:

Third Quarter 2024
•Net revenue of $319 million
•Comparable growth(1) of (9.2)%
•Net and comprehensive income of $10 million
•Adjusted EBITDA of $23 million

Year-to-Date 2024, through September 30
•Net revenue of $924 million
•Comparable growth of (8.6)%
•Net and comprehensive income of $47 million
•Adjusted EBITDA of $92 million

2024 Outlook (Updated)
•Net revenue of $1.23 billion to $1.25 billion
•Comparable growth of (12.0)% to (11.0)%
•Net and comprehensive income of $55 million to $60 million
•Adjusted EBITDA(5) of $115 million to $125 million

John Reed, Co-Founder and Chief Executive Officer, said, “Our third-quarter results demonstrate our team’s commitment to operational excellence in a challenging environment. We remain focused on our long-term growth strategy grounded in our premium, livable luxury offerings and exceptional client experience. With ten new showrooms opened already this year and an eleventh opening tomorrow in Corte Madera, California, we remain committed to expanding our presence in key markets.

“While demand trends improved throughout the third quarter, we’re adjusting our full-year sales and earnings outlook to reflect a continued tempered consumer environment, which we believe is temporary given our innovative product offerings and compelling marketing campaigns. Despite near term headwinds, our strong, debt-free balance sheet enables us to continue prudent investment in strategic priorities.

“Our long-term success is driven by our teams’ dedication to delivering the best products and an inspiring showroom experience. I want to thank each of them for their ongoing commitment, which highlights the resilience of our growth strategy and our commitment to creating value for our shareholders.”

Results and Highlights
Net revenue in the third quarter was $319 million, compared to $326 million in the third quarter of 2023. The decrease was primarily related to the non-recurrence of prior year abnormal backlog deliveries and lower total demand.



Comparable growth(1) was (9.2)% and demand comparable growth(2) was (11.3)% in the third quarter of 2024.

Gross margin was $123 million, compared to $131 million in the third quarter of 2023, driven primarily by lower net revenue and higher Showroom costs as we continue to expand our footprint.

Selling, general and administrative expenses were $112 million, compared to $107 million in the third quarter of 2023, primarily driven by legal costs, marketing investments, and strategic investments to support and drive the growth of the business, including supply chain and technology improvements. This was partially offset by the non-recurrence of last year’s donation to The Nature Conservancy.

Net and comprehensive income was $10 million compared to $20 million in the third quarter of 2023.

Adjusted EBITDA was $23 million compared to $34 million in the third quarter of 2023. Adjusted EBITDA as a percent of net revenue was 7.2% in the third quarter of 2024, compared to 10.3% in the third quarter of 2023.

Balance Sheet and Liquidity
As of September 30, 2024, the Company reported the following:
Cash and cash equivalents totaled $178 million, and the Company had no long-term debt at September 30, 2024. Net merchandise inventory increased $41 million to $295 million, compared to $254 million as of December 31, 2023. Client deposits increased $50 million to $224 million, compared to $174 million as of December 31, 2023.

For the nine months ended September 30, 2024, net cash provided by operating activities was $115 million, compared to $148 million for the nine months ended September 30, 2023.

For the nine months ended September 30, 2024, net cash used in investing activities was approximately $89 million. Company-funded capital expenditures(3) were approximately $62 million, and landlord contributions were approximately $27 million. For the nine months ended September 30, 2023, net cash used in investing activities was approximately $59 million. Company-funded capital expenditures were approximately $47 million, and landlord contributions were approximately $12 million.
For the nine months ended September 30, 2024, net cash used in financing activities was $72 million primarily due to the payment of the special dividend on our Class A and Class B common stock. For the nine months ended September 30, 2023, net cash used in financing activities was $2 million primarily due to the repurchase of shares for payment of withholding taxes for equity based compensation.

The Company ended the third quarter with 101 total Showrooms across 29 states.



2024 Outlook
The table below presents our updated expectations for selected full year 2024 financial operating results and sets out our expectations for selected fourth quarter 2024 operating results.
Full Year
Current GuidancePrevious Guidance
Q4 Guidance
Net revenue
$1.23 billion to $1.25 billion
$1.25 billion to $1.29 billion
$306 million to $326 million
Comparable growth(1)
(12)% to (11)%
(11)% to (8)%
(22)% to (16)%
Net income (4)
$55 million to $60 million
$55 million to $75 million
$8 million to $13 million
Adjusted EBITDA(5)
$115 million to $125 million
$125 million to $145 million
$23 million to $33 million
Other estimates:
Company-funded capital expenditures(3)
~$80 million
$80 million to $100 million
Depreciation & amortization
~$40 million
$40 million to $45 million
Fully diluted sharesUnchanged
~ $141 million
Effective tax rateUnchanged
~ 26%

(1) Comparable growth is a key performance indicator and is defined as the year-over-year percentage change of the dollar value of orders delivered (based on purchase price), net of the dollar value of returns (based on amount credited to client), from our comparable Showrooms and eCommerce, including through our catalogs and other mailings.
(2) Demand comparable growth is a key performance indicator and is defined as the year-over-year percentage change of demand from our comparable Showrooms and eCommerce, including through our catalogs and other mailings.
(3) Company-funded capital expenditures is defined as total net cash used in investing activities less landlord contributions.
(4) U.S. GAAP net income (loss).
(5) We have not reconciled guidance for Adjusted EBITDA to the corresponding GAAP financial measure because we do not provide guidance for the various reconciling items. These items include, but are not limited to, future share-based compensation expense, income taxes, interest income, and transaction costs. We are unable to provide guidance for these reconciling items because we cannot determine their probable significance, as certain items are outside of our control and cannot be reasonably predicted due to the fact that these items could vary significantly from period to period. Accordingly, reconciliations to the corresponding GAAP financial measure is not available without unreasonable effort.

Conference Call
You are invited to listen to Arhaus’ conference call to discuss the third quarter 2024 financial results scheduled for today, November 7, 2024, at 8:30 a.m. Eastern Time. The call will be available over the Internet on our website (http://ir.arhaus.com) or by dialing (877) 407-3982 within the U.S., or 1 (201) 493-6780, outside the U.S. The conference ID is: 13741050.

A recorded replay of the conference call will be available within approximately three hours of the conclusion of the call and can be accessed online at http://ir.arhaus.com for approximately twelve months.

About Arhaus
Founded in 1986, Arhaus is a rapidly growing lifestyle brand and omni-channel retailer of premium home furnishings. Through a differentiated proprietary model that directly designs and sources products from leading manufacturers and artisans around the world, Arhaus offers an exclusive assortment of heirloom quality products that are sustainably sourced, lovingly made, and built to last. With more than 100 showrooms and design center locations across the United States, a team of interior designers providing


complimentary in-home design services, and robust online and eCommerce capabilities, Arhaus is known for innovative design, responsible sourcing, and client-first service. For more information, please visit www.arhaus.com.

Investor Contact:
Tara Louise Atwood
Vice President, Investor Relations
(440) 439-7700
invest@arhaus.com

Non-GAAP Financial Measures
In addition to the results provided in accordance with U.S. GAAP, this press release and related tables include adjusted EBITDA and adjusted EBITDA as a percentage of net revenue which present operating results on an adjusted basis.

We use non-GAAP measures to help assess the performance of our business, identify trends affecting our business, formulate business plans and make strategic decisions. In addition to our results determined in accordance with U.S. GAAP, we believe that providing these non-GAAP financial measures is useful to our investors as they present an informative supplemental view of our results from period to period by removing the effect of non-recurring items. However, our inclusion of these adjusted measures should not be construed as an indication that our future results will be unaffected by unusual or infrequent items or that the items for which we have made adjustments are unusual or infrequent or will not recur. These non-U.S. GAAP measures are not a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP. Because not all companies use identical calculations, the presentations of these measures may not be comparable to other similarly titled measures of other companies and can differ significantly from company to company. These measures should only be read together with the corresponding U.S. GAAP measures. Please refer to the reconciliation of adjusted EBITDA to net income, the most directly comparable financial measure prepared in accordance with U.S. GAAP, below.

Forward-Looking Statements
Certain statements contained herein, including statements under the headings “2024 Outlook (Updated)” and “2024 Outlook”, are not based on historical fact and are “forward-looking statements” within the meaning of applicable securities laws.

Forward-looking statements can generally be identified by the use of forward-looking terminology, including, but not limited to, “may,” “could,” “seek,” “guidance,” “predict,” “potential,” “likely,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” or variations of these terms and similar expressions, or the negative of these terms or similar expressions. Past performance is not a guarantee of future results or returns and no representation or warranty is made regarding future performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond our control that could cause our actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to: our ability to manage and maintain the growth rate of our business; our ability to obtain quality merchandise in sufficient quantities; disruption in our receiving and distribution system, including delays in the integration of our distribution centers and the possibility that we may not realize the anticipated benefits of multiple distribution centers; the possibility of cyberattacks and our ability to maintain adequate cybersecurity systems and procedures; loss, corruption and misappropriation of data and information relating to clients and employees; changes in and compliance with applicable data privacy rules and regulations; risks as a result of constraints in our supply chain; a failure of our vendors to meet our quality


standards; declines in general economic conditions that affect consumer confidence and consumer spending that could adversely affect our revenue; our ability to anticipate changes in consumer preferences; risks related to maintaining and increasing showroom traffic and sales; our ability to compete in our market; our ability to adequately protect our intellectual property; compliance with applicable governmental regulations; effectively managing our eCommerce business and digital marketing efforts; our reliance on third-party transportation carriers and risks associated with increased freight and transportation costs; and compliance with SEC rules and regulations as a public reporting company. These factors should not be construed as exhaustive. Further information on potential factors that could affect the financial results of the Company and its forward-looking statements is included in the Company’s filings with the Securities and Exchange Commission. The Company assumes no obligation to update any forward-looking statement, except as may be required by law. These forward-looking statements speak only as of the date of this release. All forward-looking statements are qualified in their entirety by this cautionary statement.


Arhaus, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(Unaudited, amounts in thousands, except share and per share data)

September 30,
2024		December 31,
2023
Assets
Current assets
Cash and cash equivalents$177,722 $223,098 
Restricted cash3,216 3,207 
Accounts receivable, net1,196 2,394 
Merchandise inventory, net294,596 254,292 
Prepaid and other current assets32,530 26,304 
Total current assets509,260 509,295 
Operating right-of-use assets348,612 302,157 
Financing right-of-use assets37,129 38,835 
Property, furniture and equipment, net
285,292 220,248 
Deferred tax assets15,358 19,127 
Goodwill10,961 10,961 
Other noncurrent assets2,699 4,525 
Total assets$1,209,311 $1,105,148 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$73,559 $63,699 
Accrued taxes5,998 9,638 
Accrued wages11,753 15,185 
Accrued other expenses47,567 46,062 
Client deposits224,138 173,808 
Current portion of operating lease liabilities51,669 33,051 
Current portion of financing lease liabilities991 904 
Total current liabilities415,675 342,347 
Operating lease liabilities, long-term415,410 362,598 
Financing lease liabilities, long-term53,453 53,870 
Deferred rent and lease incentives— 1,952 
Other long-term liabilities4,128 4,143 
Total liabilities$888,666 $764,910 
Commitments and contingencies
Stockholders’ equity
Class A shares, par value $0.001 per share (600,000,000 shares authorized, 53,636,032 shares issued and 53,412,809 outstanding as of September 30, 2024; 53,254,088 shares issued and 53,169,711 outstanding as of December 31, 2023)
53 52 
Class B shares, par value $0.001 per share (100,000,000 shares authorized, 87,115,600 shares issued and outstanding as of September 30, 2024; 87,115,600 shares issued and outstanding as of December 31, 2023)
87 87 
Retained earnings121,600 145,292 
Additional paid-in capital198,905 194,807 
Total stockholders’ equity320,645 340,238 
Total liabilities and stockholders’ equity$1,209,311 $1,105,148 

Arhaus, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
(Unaudited, amounts in thousands, except share and per share data)

Nine months endedThree months ended
September 30,September 30,
2024202320242023
Net revenue$924,096 $943,696 $319,133 $326,229 
Cost of goods sold561,598 544,481 196,061 195,372 
Gross margin362,498 399,215 123,072 130,857 
Selling, general and administrative expenses304,085 275,890 112,401 106,977 
Income from operations$58,413 $123,325 $10,671 $23,880 
Interest income, net(2,582)(1,731)(544)(1,080)
Other income(447)(738)(250)(78)
Income before taxes61,442 125,794 11,465 25,038 
Income tax expense14,186 31,771 1,542 5,297 
Net and comprehensive income$47,256 $94,023 $9,923 $19,741 
Net and comprehensive income per share, basic
Weighted-average number of common shares outstanding, basic139,990,522 139,365,870 140,166,990 139,628,776 
Net and comprehensive income per share, basic$0.34 $0.67 $0.07 $0.14 
Net and comprehensive income per share, diluted
Weighted-average number of common shares outstanding, diluted140,732,337 140,021,670 140,722,915 140,140,899 
Net and comprehensive income per share, diluted$0.34 $0.67 $0.07 $0.14 

Arhaus, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)

Nine months ended
September 30,
20242023
Cash flows from operating activities
Net income$47,256 $94,023 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization27,895 21,439 
Amortization of operating lease right-of-use asset27,432 24,733 
Amortization of deferred financing fees, interest on finance lease in excess of principal paid and interest on operating leases19,859 16,037 
Equity based compensation5,352 5,752 
Deferred tax assets3,769 256 
Amortization of cloud computing arrangements1,206 386 
Amortization and write-off of lease incentives(80)(241)
Insurance proceeds— 60 
Changes in operating assets and liabilities
Accounts receivable1,198 (228)
Merchandise inventory(40,304)17,399 
Prepaid and other assets(6,527)(4,363)
Other noncurrent liabilities224 273 
Accounts payable8,983 (10,141)
Accrued expenses(8,096)3,502 
Operating lease liabilities(23,071)(30,836)
Client deposits50,330 9,819 
Net cash provided by operating activities115,426 147,870 
Cash flows from investing activities
Purchases of property, furniture and equipment(88,686)(58,808)
Insurance proceeds— 333 
Net cash used in investing activities(88,686)(58,475)
Cash flows from financing activities
Principal payments under finance leases(686)(503)
Repurchase of shares for payment of withholding taxes for equity based compensation(1,277)(1,024)
Cash dividend payments(70,144)— 
Net cash used in financing activities(72,107)(1,527)
Net (decrease) increase in cash, cash equivalents and restricted cash(45,367)87,868 
Cash, cash equivalents and restricted cash
Beginning of period226,305 152,527 
End of period$180,938 $240,395 
Supplemental disclosure of cash flow information
Interest paid in cash$3,402 $3,962 
Interest received in cash7,068 5,395 
Income taxes paid in cash16,001 28,856 
Noncash investing activities:
Purchase of property, furniture and equipment in current liabilities12,650 13,210 
Noncash financing activities:
Capital contributions24 42 

Arhaus, Inc. and Subsidiaries
Reconciliation of Net Income to Adjusted EBITDA
(Unaudited, amounts in thousands)


Nine months endedThree months ended
September 30,September 30,
2024202320242023
Net and comprehensive income$47,256 $94,023 $9,923 $19,741 
Interest income, net(2,582)(1,731)(544)(1,080)
Income tax expense14,186 31,771 1,542 5,297 
Depreciation and amortization27,895 21,439 10,186 7,299 
EBITDA86,755 145,502 21,107 31,257 
Equity based compensation5,352 5,752 2,001 1,848 
Other expenses (1)
— 992 — 555 
Adjusted EBITDA$92,107 $152,246 $23,108 $33,660 
Net revenue$924,096 $943,696 $319,133 $326,229 
Net and comprehensive income as a % of net revenue5.1 %10.0 %3.1 %6.1 %
Adjusted EBITDA as a % of net revenue10.0 %16.1 %7.2 %10.3 %
(1) Other expenses represent costs and investments not indicative of ongoing business performance, such as public offering costs, severance and recruiting costs. For the nine and three months ended September 30, 2023, these expenses consisted largely of $0.7 million and $0.6 million of public offering costs, respectively.

v3.24.3
Cover
Nov. 07, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Nov. 07, 2024
Entity Registrant Name Arhaus, Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41009
Entity Tax Identification Number 87-1729256
Entity Address, Address Line One 51 E. Hines Hill Road
Entity Address, City or Town Boston Heights
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44236
City Area Code 440
Local Phone Number 439-7700
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Title of 12(b) Security Class A common stock, $0.001 par value per share
Trading Symbol ARHS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001875444
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