arhs-20230809
0001875444false00018754442023-08-092023-08-09

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): August 9, 2023
___________________________________
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 August 9, 2023, Arhaus, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 30, 2023. 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 August 9, 2023 announcing the release of second quarter 2023 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, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 9th day of August, 2023.



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

Document


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ARHAUS ANNOUNCES SECOND QUARTER 2023 FINANCIAL RESULTS

Net Revenue Up with Strong Net Income and Adjusted EBITDA
Robust Demand Comparable Growth in the Second Quarter

BOSTON HEIGHTS, Ohio—August 9, 2023—Arhaus, Inc. (NASDAQ: ARHS; “Arhaus” or the “Company”), a rapidly growing lifestyle brand and omni-channel retailer of premium artisan-crafted home furnishings, reported financial results for the second quarter ended June 30, 2023.

Second Quarter 2023 Highlights
Net revenue increased 2.2% to $313 million
Comparable Growth(1) of (0.8)%
Net and Comprehensive Income of $40 million
Adjusted Net Income of $40 million
Adjusted EBITDA increased 5.5% to $64 million

Year-to-Date 2023 Highlights, through June 30
Net revenue increased 11.7% to $617 million
Comparable Growth of 8.9%
Net and Comprehensive Income of $74 million
Adjusted Net Income of $75 million
Adjusted EBITDA increased 29.4% to $119 million

2023 Outlook Updated
Net revenue of $1,250 million to $1,290 million
Comparable Growth(1) of (2)% to 1%
Net and Comprehensive Income of $102.5 million to $112.5 million
Adjusted EBITDA of $187.5 million to $197.5 million

CEO Comments

John Reed, Co-Founder and Chief Executive Officer, commented,

“The second quarter of 2023 marks another quarter of exceptional demand comparable growth(2), up 11.6%. In July, our demand comparable growth was up high-single-digits. We also had another quarter of very strong earnings, despite lower than expected net revenue in the quarter. Net revenue was lower due to delivery delays as we scale our distribution and IT systems in response to the rapid and substantial growth we have experienced over the past few years.

“We continue to execute on our Showroom expansion this year, adding three new Showrooms during the second quarter in Naperville, Illinois, Topanga, California and Grapevine, Texas, and we are very pleased with the strong performance of our new Showrooms. Last week we opened a new Showroom in Peabody, Massachusetts and expect to open six more over the balance of the year.

"With a successful first half of 2023 behind us, we are narrowing our full year 2023 net revenue outlook and increasing our net income and adjusted EBITDA outlook.

“We are also announcing today that Tim Kuckelman, who has served as our Chief Operating Officer since September 2022, left the Company effective August 8, 2023. I would like to thank Tim for his contributions to Arhaus over the past year, and we wish him the best.

“Finally, I am proud to announce that we have committed to make a $10 million donation to The Nature Conservancy to support global forest conservation.”





Second Quarter 2023 Results

Net revenue increased 2.2% to $313 million, compared to $306 million in the second quarter of 2022.

Comparable growth(1) was (0.8)% and demand comparable growth(2) was 11.6% in the second quarter of 2023.

Gross margin increased 5.3% to $140 million, compared to $133 million in the second quarter of 2022, driven primarily by higher net revenue and lower product costs, partially offset by higher fixed Showroom costs and credit card fees related to increased interest rates and demand.

Selling, general and administrative expenses increased 4.1%, to $86 million, compared to $83 million in the second quarter of 2022, primarily driven by increased corporate expense to support the growth of the business and higher selling expense related to new Showrooms and demand, partially offset by lower warehouse expense.

Net and comprehensive income was $40 million compared to $37 million in the second quarter of 2022. This increase was driven by the factors described above. Adjusted net income was $40 million in the second quarter of 2023 compared to $39 million in the second quarter of 2022.

Adjusted EBITDA increased 5.5% to $64 million compared to $60 million in the second quarter of 2022. Adjusted EBITDA as a percent of net revenue improved 70 basis points to 20.4% in the second quarter of 2023, compared to 19.7% in the second quarter of 2022.

The Company ended the quarter with 85 total Showrooms across 29 states.

Balance Sheet and Cash Flow Highlights, as of June 30, 2023

Cash and cash equivalents totaled $177 million, and the Company had no long-term debt at June 30, 2023. Net merchandise inventory increased 2.9% to $295 million, compared to $286 million as of December 31, 2022. Client deposits decreased 4.5% to $193 million.

For the six months ended June 30, 2023, net cash provided by operating activities was $62 million, compared to $41 million for the six months ended June 30, 2022.

For the six months ended June 30, 2023, net cash used in investing activities was $33 million which includes landlord contributions of $9 million and company-funded capital expenditures(3) of $24 million. For the six months ended June 30, 2022, net cash used in investing activities was $20 million, which included landlord contributions of $7 million and company-funded capital expenditures of $13 million.

Outlook
The table below presents our updated expectations for selected full year 2023 financial operating results.

Full Year 2023Current GuidancePrevious Guidance
Net revenue
$1,250 million to $1,290 million
$1,240 million to $1,300 million
Comparable growth(1)
(2)% to 1%
(4)% to 1%
Net income(4)
$102.5 million to $112.5 million
$95 million to $110 million
Adjusted EBITDA(5)
$187.5 million to $197.5 million
$180 million to $195 million
Other estimates:
Company-funded capital expenditures(3)
$70 million to $80 million
$75 million to $85 million
Fully diluted shares
Unchanged
~141 million
Effective tax rateUnchanged
~ 26%





In addition to the five new Showrooms opened to date in 2023, the Company plans to open six more this year, with one Showroom opening planned for 2023 delayed into 2024.
________________________
(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 direct-mail catalog.
(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 direct-mail catalog.
(3) Company-funded capital expenditures is defined as total net cash used in investing activities less landlord contributions.
(4) U.S. GAAP net income.
(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, and interest expense. 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 second quarter 2023 financial results scheduled for today, August 9, 2023, 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: 13735045.

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 https://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 85 showroom and design studio 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:

Wendy Watson
SVP, Investor Relations
(440) 439-7700 x3409
invest@arhaus.com

Non-GAAP Financial Measures

In addition to the results provided in accordance with GAAP, this press release and related tables include adjusted EBITDA, adjusted EBITDA as a percentage of net revenue and adjusted net income, 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-GAAP measures are not a substitute for, or superior to, measures of financial performance prepared in accordance with 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 GAAP measures. Please refer to the reconciliations of adjusted EBITDA and adjusted net income to the most directly comparable financial measures prepared in accordance with GAAP below.

Forward-Looking Statements
Certain statements contained herein, including statements under the headings “2023 Outlook Updated” and “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 new 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 freight and transportation costs; the COVID-19 pandemic and its effect on our business; and compliance with SEC rules and regulations as a public reporting company. These factors should not be construed as exhaustive. Furthermore, the potential impact of the COVID-19 pandemic on our business operations and financial results and on the world economy as a whole may heighten the risks and uncertainties that affect our forward-looking statements described above. 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)
June 30,
2023
December 31,
2022
Assets
Current assets
Cash and cash equivalents$176,759 $145,181 
Restricted cash equivalents4,6047,346
Accounts receivable, net1,7461,734
Merchandise inventory, net294,854286,419
Prepaid and other current assets43,08437,371
Total current assets521,047478,051
Operating right-of-use assets309,211 252,055 
Financing right-of-use assets39,979 38,522 
Property, furniture and equipment, net149,515 135,066 
Deferred tax asset11,508 16,841 
Goodwill10,961 10,961 
Other noncurrent assets3,058 296 
Total assets$1,045,279 $931,792 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$55,082 $62,636 
Accrued taxes8,637 12,256 
Accrued wages11,233 20,860 
Accrued other expenses33,857 35,169 
Client deposits193,401 202,587 
Current portion of operating lease liabilities41,483 39,744 
Current portion of financing lease liabilities934 531 
Total current liabilities344,627 373,783 
Operating lease liabilities, long-term352,898 289,871 
Financing lease liabilities, long-term53,863 51,835 
Deferred rent and lease incentives2,112 2,272 
Other long-term liabilities4,215 4,336 
Total liabilities$757,715 $722,097 
Commitments and contingencies
Stockholders' equity
Class A shares, par value $0.001 per share (600,000,000 shares authorized, 52,370,200 issued and 52,345,693 outstanding and 51,437,348 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively)
52 51 
Class B shares, par value $0.001 per share (100,000,000 shares authorized, 87,115,600 shares issued and outstanding as of June 30, 2023 and December 31, 2022)
87 87 
Retained Earnings94,335 20,053 
Additional Paid-in Capital193,090 189,504 
Total Arhaus, Inc. stockholders' equity287,564 209,695 
Total liabilities and stockholders' equity$1,045,279 $931,792 




Arhaus, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income
 (Unaudited, amounts in thousands, except share and per share data)
Six months ended June 30,Three months ended June 30,
2023202220232022
Net revenue$617,467 $552,565 $312,899 $306,265 
Cost of goods sold349,109 321,822 172,779 173,239 
Gross margin268,358 230,743 140,120 133,026 
Selling, general and administrative expenses168,913 157,622 86,131 82,774 
Income from operations99,445 73,121 53,989 50,252 
Interest expense (income), net(651)2,616 (478)1,316 
Other income(660)(475)(88)(117)
Income before taxes100,756 70,980 54,555 49,053 
Income tax expense26,474 18,283 14,372 12,414 
Net and comprehensive income$74,282 $52,697 $40,183 $36,639 
Net and comprehensive income per share, basic
Weighted-average number of common shares outstanding, basic139,232,238 137,662,601 139,389,967 137,840,691 
Net and comprehensive income per share, basic$0.53 $0.38 $0.29 $0.27 
Net and comprehensive income per share, diluted
Weighted-average number of common shares outstanding, diluted139,959,943 139,394,055 139,979,928 139,454,109 
Net and comprehensive income per share, diluted$0.53 $0.38 $0.29 $0.26 



Arhaus, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited, amounts in thousands)
Six months ended June 30,
20232022
Cash flows from operating activities
Net income$74,282 $52,697 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization14,140 11,995 
Amortization of operating lease right-of-use asset16,080 14,508 
Amortization of deferred financing fees, interest on finance lease in excess of principal paid and interest on operating leases9,945 5,489 
Equity based compensation3,904 1,389 
Deferred tax assets5,333 4,851 
Amortization of cloud computing arrangements142 — 
Amortization and write-off of lease incentives(160)(144)
Insurance proceeds60 — 
Changes in operating assets and liabilities
Accounts receivable(12)(1,272)
Merchandise inventory(8,495)(64,135)
Prepaid and other assets(6,808)(5,095)
Other noncurrent liabilities169 264 
Accounts payable(4,849)15,197 
Accrued expenses(14,847)8,728 
Operating lease liabilities(17,903)(15,401)
Client deposits(9,186)12,039 
Net cash provided by operating activities61,795 41,110 
Cash flows from investing activities
Purchases of property, furniture and equipment(32,815)(20,355)
Insurance proceeds 333 — 
Net cash used in investing activities(32,482)(20,355)
Cash flows from financing activities
Principal payments under finance leases(130)(50)
Repurchase of shares for payment of withholding taxes for equity based compensation(347)— 
Net cash used in financing activities(477)(50)
Net increase (decrease) in cash, cash equivalents and restricted cash equivalents28,836 20,705 
Cash, cash equivalents and restricted cash equivalents
Beginning of period152,527 130,908 
End of period$181,363 $151,613 



Arhaus, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (continued)
(Unaudited, amounts in thousands)
Six months ended June 30,
20232022
Supplemental disclosure of cash flow information
Interest paid in cash$2,610 $2,155 
Interest received in cash3,172 — 
Income taxes paid in cash21,902 15,342 
Noncash operating activities:
Lease incentives4,945 4,494 
Noncash investing activities:
Purchase of property, furniture and equipment in accounts payable456 1,673 
Noncash financing activities:
Derecognition of build-to-suit assets as a result of ASC 842 adoption— (31,017)
Capital contributions30 43 






















Arhaus, Inc. and Subsidiaries
Reconciliation of Net Income to Adjusted Net Income
(Unaudited, amounts in thousands, except share and per share data)

Six months ended June 30,Three months ended June 30,
2023202220232022
Net income$74,282 $52,697 $40,183 $36,639 
Adjustments (pre-tax):
Other expenses (1)
437 4,658 — 3,258 
          Total non-GAAP adjustments pre-tax437 4,658 — 3,258 
Less: Tax effect of adjustments (2)
115 1,202 — 827 
Adjusted net income$74,604 $56,153 $40,183 $39,070 
Adjusted net income per share, basic
Weighted-average number of common shares outstanding, basic139,232,238 137,662,601 139,389,967 137,840,691 
Adjusted net income per share, basic$0.54 $0.41 $0.29 $0.28 
Adjusted net income per share, diluted
Weighted-average number of common shares outstanding, diluted139,959,943 139,394,055 139,979,928 139,454,109 
Adjusted net income per share, diluted$0.53 $0.40 $0.29 $0.28 
(1) Other expenses represent costs and investments not indicative of ongoing business performance, such as third-party consulting costs, one-time project start-up costs, severance, signing bonuses, recruiting and project-based strategic initiatives. For the six and three months ended June 30, 2022, these expenses consisted largely of $3.1 million and $2.5 million of costs related to the opening and set-up of our Dallas distribution center, respectively.
(2) The Company applied its normalized tax rate of 26.3% and 26.3% to the adjustment for the six and three months ended June 30, 2023, respectively. The Company applied its normalized tax rate of 25.8% and 25.3% to the adjustment for the six and three months ended June 30, 2022, respectively.























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

Six months ended June 30,Three months ended June 30,
2023202220232022
Net income$74,282 $52,697 $40,183 $36,639 
Interest expense (income), net(651)2,616 (478)1,316 
Income tax expense26,474 18,283 14,372 12,414 
Depreciation and amortization14,140 11,995 7,400 6,119 
EBITDA114,245 85,591 61,477 56,488 
Equity based compensation3,904 1,389 2,274 692 
Other expenses (1)
437 4,658 — 3,258 
Adjusted EBITDA$118,586 $91,638 $63,751 $60,438 
Net revenue$617,467$552,565$312,899$306,265
Net income as a % of net revenue12.0 %9.5 %12.8 %12.0 %
Adjusted EBITDA as a % of net revenue19.2 %16.6 %20.4 %19.7 %
(1) Other expenses represent costs and investments not indicative of ongoing business performance, such as third-party consulting costs, one-time project start-up costs, severance, signing bonuses, recruiting and project-based strategic initiatives. For the six and three months ended June 30, 2022, these expenses consisted largely of $3.1 million and $2.5 million of costs related to the opening and set-up of our Dallas distribution center, respectively.