Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): September 5, 2023

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Arhaus, Inc.

(Exact name of registrant as specified in its charter)

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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 share	ARHS	The 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 7.01 Regulation FD Disclosure

On September 5, 2023, Arhaus, Inc. (the “Company”) issued an Investor Presentation. A copy of this presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference. This presentation, as well as similar presentations that the Company may issue in the future, will be posted in the Investor Relations section of the Company’s website: ir.arhaus.com.

The information contained in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for 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 contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.


Exhibit No.						Description
99.1						Arhaus, Inc. Investor Presentation
104						Cover 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 5th day of September, 2023.


ARHAUS, INC.

By:			/s/ Dawn Phillipson
Name:			Dawn Phillipson
Title:			Chief Financial Officer

$176 $200 $330 $525 43% 2019 2020 2021 2022 $50 $69 $123 $223 2019 2020 2021 2022 $495 $507 $797 2019 2020 2021 2022 11% 18% 18% 17% 2019 2020 2021 2022 4% 25% 45% 14% 2019 2020 2021 2022

PRODUCT ON-TREND, INNOVATIVE PRODUCT CONSISTENTLY REFRESHED SHOWROOMS INFRASTRUCTUREMARKETING INSPIRATIONAL RESONATES WITH CLIENT AESTHETIC ASPIRATIONAL TAILORED, CLIENT-FOCUSED EXPERIENCE SIGNIFICANT CAPACITY TO DRIVE GROWTH WEBSITE ENHANCEMENTS DRIVE ENGAGEMENT

• Total addressable market of ~$100 billion • Highly fragmented and predominantly served by small local players • Premiumization of consumers – buyers from all income levels are shifting towards more premium purchases • Growth of digital and omni-channel favors larger players Source: Based on management estimates, third-party estimates of retail sales in 2021 and 2022, publicly available industry data and our internal research. 1Refers to the high-end home furniture industry, which we believe is the portion of the market with higher than industry average merchandise price points and quality. RAPIDLY GROWING & HIGHLY FRAGMENTED2022 U.S. PREMIUM HOME FURNITURE MARKET1 ~$100B <2% MARKET SHARE

• • • • • •

We are a differentiated concept, redefining the premium home furnishings market by offering an attractive combination of design, quality, value and convenience.

• • • • • • •

• • • • • • •

• • • • •

TRADITIONAL SHOWROOM LOFT

• strong returns on investment. •

• • • • • •

December 31, December 31, December 31, December 31, ($ in thousands) 2022 2021 2020 2019 Net income $ 136,634 $ 36,932 $ 17,040 $ 15,842 (+) Interest expense 3,387 5,432 13,057 13,449 (+) Income tax expense (benefit) 45,944 (10,144) 783 368 (+) Depreciation and amortization 24,901 23,922 16,957 15,964 EBITDA $ 210,866 $ 56,142 $ 47,837 $ 45,623 (+) Equity based compensation (1) 4,288 9,147 403 272 (+) Loss on extinguishment of debt - 1,450 - - (+) Derivative expense (2) - 44,544 17,928 - (+) Other expenses (3) 7,382 11,609 3,252 4,013 Adjusted EBITDA $ 222,536 $ 122,892 $ 69,420 $ 49,908 Net Revenue $ 1,228,928 $ 796,922 $ 507,429 $ 494,538 Adjusted EBITDA Margin 18.1% 15.4% 13.7% 10.1% For the Year Ended

Cover	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Sep. 05, 2023
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
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
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	true
Entity Ex Transition Period	false
Amendment Flag	false
Entity Central Index Key	0001875444