arhs-20240808
0001875444false00018754442024-08-082024-08-08

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 8, 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 August 8, 2024, Arhaus, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter ended June 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 August 8, 2024 announcing the release of second 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 8th day of August, 2024.



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

Document

https://cdn.kscope.io/f781b914fac7eabda955228a81bc1227-image.jpg

ARHAUS ANNOUNCES SECOND QUARTER 2024 FINANCIAL RESULTS

Net Revenue of $310 million, Net Income of $22 million and Adjusted EBITDA of $40 million
Opened Five New Showrooms in the Second Quarter
Lowering Full Year 2024 Outlook

BOSTON HEIGHTS, Ohio—August 8, 2024—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, 2024.

Second Quarter 2024 Highlights
Net revenue of $310 million
Comparable growth(1) of (7.1)%
Net and comprehensive income of $22 million
Adjusted EBITDA of $40 million

Year-to-Date 2024 Highlights, through June 30
Net revenue of $605 million
Comparable growth of (8.3)%
Net and comprehensive income of $37 million
Adjusted EBITDA of $69 million

2024 Outlook Updated
Net revenue of $1.25 billion to $1.29 billion
Comparable growth of (11.0)% to (8.0)%
Net and comprehensive income of $55 million to $75 million
Adjusted EBITDA(8) of $125 million to $145 million

CEO Comments

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

“Our team delivered another quarter of solid operational execution, with several new showroom openings, successful new product development and important strategic investments to support our long term growth.

“We have opened 8 new Showrooms in 6 states so far this year and are on pace to meet our goal of opening nine to eleven new Showrooms in 2024. We recently celebrated an important milestone, opening our 100th Showroom. I want to thank our teams across Arhaus for their efforts in this achievement. We have many years of growth ahead as we work toward our long term goal of 165 Traditional Showrooms and up to 100 Design Studios, allowing us to capitalize on our tremendous brand awareness opportunity.

“Total demand(2) in the second quarter increased mid-single-digits. We continue to be very pleased with the performance of our new showrooms and our new showroom economics.

“In the second quarter we saw demand comparable growth(3) soften to (3%). We have experienced tremendous growth over the past several years with second quarter demand comparable growth increases



of 8.6% on a two-year stacked(4) basis and 31.1% on a three-year stacked(5) basis. I am so proud of the team’s execution while growing exponentially over the last several years and look forward to continuing to build on this solid base with our long term growth strategy.

“Given the consumer and demand comparable growth trends we have seen for the past three months, we are adjusting our expectations for the second half of the year and lowering our full year outlook. We remain confident in our long term growth strategy to expand our showroom footprint, increase brand awareness and invest to drive operational efficiency. Our strong, debt-free balance sheet allows us to continue to invest in our industry-leading growth while navigating the current consumer environment.”

Second Quarter 2024 Results

Net revenue in the second quarter was $310 million, compared to $313 million in the second quarter of 2023. The decrease was the result of the non-recurrence of prior year abnormal backlog deliveries and the implementation of our warehouse management system in our Ohio distribution center.

Comparable growth(1) was (7.1)% and demand comparable growth(3) was (3.0)% in the second quarter of 2024.

Gross margin decreased to $124 million, compared to $140 million in the second quarter of 2023, driven primarily by higher Showroom costs as we continue to expand our footprint, lower product margin related to promotional activity and lower net revenue, and increased delivery and transportation costs.

Selling, general and administrative expenses increased 10.3% to $95 million, compared to $86 million in the second quarter of 2023, primarily driven by higher selling expense mostly related to new Showrooms, higher corporate expense as we continue to invest in our strategic initiatives to support and drive the growth of the business, and increased warehouse expense.

Net and comprehensive income was $22 million compared to $40 million in the second quarter of 2023.

Adjusted EBITDA was $40 million compared to $64 million in the second quarter of 2023. Adjusted EBITDA as a percent of net revenue was 12.9% in the second quarter of 2024, compared to 20.4% in the second quarter of 2023.

Balance Sheet and Cash Flow Highlights, as of June 30, 2024

Cash and cash equivalents totaled $174 million, and the Company had no long-term debt at June 30, 2024. Net merchandise inventory increased $20 million to $274 million, compared to $254 million as of December 31, 2023. Client deposits increased $36 million to $210 million, compared to $174 million as of December 31, 2023.

For the six months ended June 30, 2024, net cash provided by operating activities was $84 million, compared to $64 million for the six months ended June 30, 2023.

For the six months ended June 30, 2024, net cash used in investing activities was approximately $62 million. Company-funded capital expenditures(6) were approximately $40 million, and landlord contributions were approximately $22 million. For the six months ended June 30, 2023, net cash used in investing activities was approximately $35 million. Company-funded capital expenditures were approximately $24 million, and landlord contributions were approximately $11 million.




For the six months ended June 30, 2024, net cash used in financing activities was $71.1 million primarily due to the payment of the special dividend on our Class A and Class B common stock. For the six months ended June 30, 2023, net cash used in financing activities was $0.5 million primarily due to the repurchase of shares for payment of withholding taxes for equity based compensation.

The Company ended the second quarter with 97 total Showrooms across 29 states.

Outlook
The table below presents our updated expectations for selected full year 2024 financial operating results and sets out our expectations for selected third quarter 2024 operating results.
Full Year
Current GuidancePrevious Guidance
Q3 Guidance
Net revenue
$1.25 billion to $1.29 billion
$1.33 billion to $1.37 billion
$325 million to $345 million
Comparable growth(1)
(11)% to (8)%
(4)% to (2)%
(9)% to (4)%
Net income (7)
$55 million to $75 million
$95 million to $105 million
$10 million to $15 million
Adjusted EBITDA(8)
$125 million to $145 million
$185 million to $200 million
$25 million to $35 million
Other estimates:
Company-funded capital expenditures(6)
Unchanged
$80 million to $100 million
Depreciation & amortization
$40 million to $45 million
$45 million to $50 million
Fully diluted sharesUnchanged
~ 141 million
Effective tax rateUnchanged
~ 26%

In 2024, the Company plans to open nine to eleven new Showrooms, as well as renovate, relocate and expand several locations.

(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 is an operating metric that we use to measure the dollar value of orders (based on purchase price) at the time the order is placed, net of the dollar value of cancellations and returns (based on unpaid purchase price and amount credited to client). These orders are recognized as net revenue when a client obtains control of the merchandise. Because demand is measured net of cancellations, all demand will eventually become net revenue, with appropriate reserves, when delivered to the client.
(3) 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.
(4) Two-year stack is calculated as current quarter demand comparable growth plus demand comparable growth for the same prior year quarter.
(5) Three-year stack is calculated as current quarter demand comparable growth plus the sum of demand comparable growth from the same quarter of the prior two years.
(6) Company-funded capital expenditures is defined as total net cash used in investing activities less landlord contributions.
(7) U.S. GAAP net income (loss).
(8) 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 second quarter 2024 financial results scheduled for today, August 8, 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: 13741049.

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 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:

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 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 “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)

June 30,
2024
December 31,
2023
Assets
Current assets
Cash and cash equivalents$174,186 $223,098 
Restricted cash3,213 3,207 
Accounts receivable, net1,544 2,394 
Merchandise inventory, net273,557 254,292 
Prepaid and other current assets38,010 26,304 
Total current assets490,510 509,295 
Operating right-of-use assets352,472 302,157 
Financing right-of-use assets37,764 38,835 
Property, furniture and equipment, net
268,339 220,248 
Deferred tax assets14,258 19,127 
Goodwill10,961 10,961 
Other noncurrent assets2,997 4,525 
Total assets$1,177,301 $1,105,148 
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable$67,949 $63,699 
Accrued taxes7,093 9,638 
Accrued wages10,791 15,185 
Accrued other expenses45,584 46,062 
Client deposits210,268 173,808 
Current portion of operating lease liabilities49,463 33,051 
Current portion of financing lease liabilities975 904 
Total current liabilities392,123 342,347 
Operating lease liabilities, long-term417,861 362,598 
Financing lease liabilities, long-term53,636 53,870 
Deferred rent and lease incentives— 1,952 
Other long-term liabilities4,371 4,143 
Total liabilities$867,991 $764,910 
Commitments and contingencies
Stockholders’ equity
Class A shares, par value $0.001 per share (600,000,000 shares authorized, 53,466,265 shares issued and 53,345,001 outstanding as of June 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 June 30, 2024; 87,115,600 shares issued and outstanding as of December 31, 2023)
87 87 
Retained earnings111,544 145,292 
Additional paid-in capital197,626 194,807 
Total stockholders’ equity309,310 340,238 
Total liabilities and stockholders’ equity$1,177,301 $1,105,148 


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

Six months endedThree months ended
June 30,June 30,
2024202320242023
Net revenue$604,963 $617,467 $309,801 $312,899 
Cost of goods sold365,537 349,109 185,429 172,779 
Gross margin239,426 268,358 124,372 140,120 
Selling, general and administrative expenses191,684 168,913 94,991 86,131 
Income from operations$47,742 $99,445 $29,381 $53,989 
Interest income, net(2,038)(651)(606)(478)
Other income(197)(660)(75)(88)
Income before taxes49,977 100,756 30,062 54,555 
Income tax expense12,644 26,474 7,828 14,372 
Net and comprehensive income$37,333 $74,282 $22,234 $40,183 
Net and comprehensive income per share, basic
Weighted-average number of common shares outstanding, basic139,901,319 139,232,238 139,985,846 139,389,967 
Net and comprehensive income per share, basic$0.27 $0.53 $0.16 $0.29 
Net and comprehensive income per share, diluted
Weighted-average number of common shares outstanding, diluted140,736,096 139,959,943 140,916,161 139,979,928 
Net and comprehensive income per share, diluted$0.27 $0.53 $0.16 $0.29 


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

Six months ended
June 30,
20242023
Cash flows from operating activities
Net income$37,333 $74,282 
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization17,709 14,140 
Amortization of operating lease right-of-use asset17,942 16,080 
Amortization of deferred financing fees, interest on finance lease in excess of principal paid and interest on operating leases13,008 9,945 
Equity based compensation3,351 3,904 
Deferred tax assets4,870 5,333 
Amortization of cloud computing arrangements762 142 
Amortization and write-off of lease incentives(80)(160)
Insurance proceeds— 60 
Changes in operating assets and liabilities
Accounts receivable850 (12)
Merchandise inventory(19,265)(8,495)
Prepaid and other assets(11,545)619 
Other noncurrent liabilities332 169 
Accounts payable4,571 (10,525)
Accrued expenses(11,254)(14,847)
Operating lease liabilities(10,740)(17,253)
Client deposits36,460 (9,186)
Net cash provided by operating activities84,304 64,196 
Cash flows from investing activities
Purchases of property, furniture and equipment(62,158)(35,216)
Insurance proceeds— 333 
Net cash used in investing activities(62,158)(34,883)
Cash flows from financing activities
Principal payments under finance leases(448)(130)
Repurchase of shares for payment of withholding taxes for equity based compensation(548)(347)
Cash dividend payments(70,056)— 
Net cash used in financing activities(71,052)(477)
Net increase (decrease) in cash, cash equivalents and restricted cash(48,906)28,836 
Cash, cash equivalents and restricted cash
Beginning of period226,305 152,527 
End of period$177,399 $181,363 
Supplemental disclosure of cash flow information
Interest paid in cash$2,143 $2,610 
Interest received in cash5,155 3,172 
Income taxes paid in cash15,815 21,902 
Noncash investing activities:
Purchase of property, furniture and equipment in current liabilities12,672 8,542 
Noncash financing activities:
Capital contributions17 30 


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


Six months endedThree months ended
June 30,June 30,
2024202320242023
Net and comprehensive income$37,333 $74,282 $22,234 $40,183 
Interest income, net(2,038)(651)(606)(478)
Income tax expense12,644 26,474 7,828 14,372 
Depreciation and amortization17,709 14,140 9,106 7,400 
EBITDA65,648 114,245 38,562 61,477 
Equity based compensation3,351 3,904 1,327 2,274 
Other expenses (1)
— 437 — — 
Adjusted EBITDA$68,999 $118,586 $39,889 $63,751 
Net revenue$604,963 $617,467 $309,801 $312,899 
Net and comprehensive income as a % of net revenue6.2 %12.0 %7.2 %12.8 %
Adjusted EBITDA as a % of net revenue11.4 %19.2 %12.9 %20.4 %
(1) Other expenses represent costs and investments not indicative of ongoing business performance, such as public offering costs, severance, signing bonuses and recruiting costs. For the six months ended June 30, 2023, these expenses consisted largely of $0.3 million of severance, signing bonuses and recruiting costs and $0.1 million of public offering costs.