Nature of Business and Basis of Presentation | Nature of Business and Basis of Presentation Nature of Business Arhaus, Inc. (the “Company,” “we” or “Arhaus”) is a Delaware corporation and is a premium retailer in the home furnishings market, specializing in livable luxury supported by heirloom quality merchandise. We offer merchandise in a number of categories, including furniture, outdoor, lighting, textiles and décor. Our curated assortments are presented across our sales channels in sophisticated, family friendly and unique lifestyle settings. We position our retail locations as Showrooms for our brand, while our website acts as a virtual extension of our Showrooms. The Company operated 101 Showrooms as of September 30, 2024. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying condensed consolidated financial statements include our accounts and those of our wholly owned subsidiaries. Accordingly, all intercompany balances and transactions have been eliminated through the consolidation process. The accompanying condensed consolidated balance sheets at September 30, 2024 and December 31, 2023, the condensed consolidated statements of comprehensive income and changes in stockholders’ equity for the nine and three months ended September 30, 2024 and September 30, 2023, the condensed consolidated statements of cash flows for the nine months ended September 30, 2024 and September 30, 2023 and the related interim condensed consolidated disclosures are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In management’s opinion, the accompanying condensed consolidated financial statements contain all adjustments, consisting of normal recurring adjustments, necessary for a fair statement of the Company’s financial position at September 30, 2024, the results of operations and changes in stockholders’ equity for the nine and three months ended September 30, 2024 and cash flows for the nine months ended September 30, 2024 . The condensed consolidated balance sheet as of December 31, 2023 included herein was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The results for the nine and three months ended September 30, 2024 and September 30, 2023 are not necessarily indicative of the operating results to be expected for the full fiscal year or any future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2023 . Use of Estimates The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accounting estimates and other matters included within our condensed consolidated financial statements and notes to the condensed consolidated financial statements we have assessed include, but were not limited to, revenue recognition, including a reserve for merchandise returns, inventory reserves, impairment of long-lived assets and fair value of financial instruments which include, but are not limited to, accounts receivable, payables and lease obligations. Client Deposits Client deposits represent payments made by clients on orders. At the time of order, the Company collects deposits for all orders equivalent to at least 50 percent of the clients’ purchase price. Orders are recognized as revenue when the merchandise is delivered to the client and at the time of delivery the client deposit is no longer recorded as a liability. The Company expects substantially all client deposits as of September 30, 2024 will be recognized as net revenue within the next 12 months as the performance obligations are satisfied. Gift Cards The Company sells gift cards to clients in our Showrooms and through our website. Such gift cards do not have expiration dates. We defer revenue when payments are received in advance of performance for unsatisfied obligations related to our gift cards. The liability related to unredeemed gift cards at September 30, 2024 and December 31, 2023 of $0.4 million and $0.5 million, respectively, is recorded in the accrued other expenses line item of the condensed consolidated balance sheets. The Company recognizes income associated with breakage proportional to actual gift card redemptions. For the nine and three months ended September 30, 2024, breakage income was minimal. For the nine and three months ended September 30, 2023, breakage income was $0.8 million and $0.1 million, respectively. Fair Values of Financial Instruments The Company’s primary financial ins truments are cash and cash equivalent investments, accounts receivable, payables, lease obligations and equity based compensation instruments. Due to the shor t-term maturities of cash and cash equivalent investments, accounts receivable and payables, the Company believes the fair values of these instruments approximate their respective carrying values at September 30, 2024 and December 31, 2023. See Note 5 — Leases for discussion of our lease obligations and Note 6 — Equity Based Compensation for discussion of our equity based compensation instruments. The Company has established a hierarchy to measure our financial instruments at fair value, which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs represent market data obtained from independent sources, whereas unobservable inputs reflect the Company’s own market assumptions, which are used if observable inputs are not reasonably available without undue cost and effort. The hierarchy defines three levels of inputs that may be used to measure fair value: Level 1 Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date. Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability. Level 3 Unobservable inputs that reflect the entity’s own assumptions about the assumptions market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques. From time to time, the Company invests in Level 1 cash and cash equivalent investments such as money market funds and interest-bearing checking accounts. For the nine and three months ended September 30, 2024, the Company earned $6.7 million and $1.9 million, respectively, in interest income. For the nine and three months ended September 30, 2023, interest income was $5.8 million and $2.5 million, respectively , which is included within interest income, net on our condensed consolidated statements of comprehensive income. Accounts Receivable The Company’s accounts receivables are $1.2 million and $2.4 million, respectively, at September 30, 2024 and December 31, 2023, net of allowance for expected credit losses of $0.3 million and $0.6 million, respectively. The allowance for expected credit losses is determined by considering a number of factors, including the length of time trade accounts receivable are past due, previous loss history, the client’s current ability to pay its obligations, and the current and future condition of the general economy and industry as a whole. Accounts receivable are written off when they become uncollectible and any payments subsequently received on such receivables are credited to the allowance for expected credit losses. Accounts receivable are recorded at the invoiced amount and do not bear interest. Prepaid and Other Current Assets P repaid and other current assets consist of the following (amounts in thousands): September 30, December 31, 2024 2023 Prepaid expenses $ 13,398 $ 9,374 Right of return asset 1,867 2,844 Prepaid advertising 1,032 610 Prepaid cloud computing arrangements, net (1) 8,554 4,253 Deposits 5,513 4,470 Other current assets 2,166 4,753 Total prepaid and other current assets $ 32,530 $ 26,304 (1) Presented net of accumulated amortization of $5.2 million and $2.7 million as of September 30, 2024 and December 31, 2023, respectively. As previously disclosed, in preparation of the December 31, 2023 consolidated financial statements, the Company identified an error within the unaudited condensed consolidated balance sheets related to certain leasehold and landlord improvements prior to showroom completion being incorrectly included in prepaid and other current assets rather than property, furniture and equipment, net. The error resulted in inaccurate cash flows ascribed to operating and investing activities in the unaudited condensed consolidated statement of cash flows and the Company concluded to restate the interim unaudited condensed consolidated financial statements as presented below in Adjustment No.1. In preparation of the March 31, 2024 unaudited condensed consolidated financial statements, the Company identified an additional error within the unaudited condensed consolidated balance sheets related to certain cash receipts from landlord reimbursements prior to showroom completion being incorrectly included in property, furniture and equipment, net. The error resulted in inaccurate cash flows ascribed to operating and investing activities in the unaudited condensed consolidated statement of cash flows and the Company concluded to revise the consolidated financial statements and restate the interim unaudited condensed consolidated financial statements as presented below in Adjustment No. 2. The Company has evaluated the errors both quantitatively and qualitatively and concluded they were not material, individually or in the aggregate, to the prior period consolidated financial statements and interim unaudited condensed consolidated financial statements. The Company concluded to further revise: the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows as of and for the three months ended March 31, 2023 and 2022, and as of and for the six months ended June 30, 2023 and 2022; the unaudited condensed consolidated balance sheet as of September 30, 2022; the consolidated balance sheets as of December 31, 2023 and 2022; and the consolidated statements of cash flows for the years ended December 31, 2023, 2022 and 2021. In connection with the revisions, the Company determined it is appropriate to correct for certain other immaterial errors. The Company will effect the revisions of the consolidated financial statements for 2023 and 2022 within our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company effected the restatement of the interim unaudited condensed consolidated financial statements for the nine and three months ended September 30, 2023 within the previously filed Quarterly Report on Form 10-Q/A. The Company has also revised impacted amounts within the accompanying notes to the unaudited condensed co nsolidated financial statements, as applicable . The following tables summarize the impact of these corrections for the periods presented (amounts in thousands): December 31, 2023 Consolidated Balance Sheet As Reported Adjustment No. 2 As Revised Prepaid and other current assets $ 45,260 $ (18,956) $ 26,304 Total current assets $ 528,251 $ (18,956) $ 509,295 Property, furniture and equipment, net $ 210,238 $ 10,010 $ 220,248 Total assets $ 1,114,094 $ (8,946) $ 1,105,148 Accrued other expenses $ 42,502 $ 3,560 $ 46,062 Current portion of operating lease liabilities 45,557 (12,506) 33,051 Total current liabilities $ 351,293 $ (8,946) $ 342,347 Total liabilities $ 773,856 $ (8,946) $ 764,910 Total liabilities and stockholders' equity $ 1,114,094 $ (8,946) $ 1,105,148 Year ended December 31, 2023 Consolidated Statement of Cash Flows As Reported Adjustment No. 2 As Revised Cash flows from operating activities Changes in prepaid and other assets $ (20,721) $ 9,612 $ (11,109) Changes in operating lease liabilities (25,794) (13,226) (39,020) Net cash provided by operating activities $ 172,299 $ (3,614) $ 168,685 Cash flows from investing activities Purchases of property, furniture and equipment $ (97,055) $ 3,614 $ (93,441) Net cash used in investing activities $ (96,722) $ 3,614 $ (93,108) Supplemental disclosure of cash flow information Noncash investing activities: Purchase of property, furniture and equipment in current liabilities $ 6,726 $ 3,560 $ 10,286 September 30, 2023 Condensed Consolidated Balance Sheet As Originally Reported Adjustment No. 1 As Previously Disclosed Adjustment No. 2 As Restated Prepaid and other current assets $ 63,140 $ (26,441) $ 36,699 $ (13,428) $ 23,271 Total current assets $ 574,457 $ (26,441) $ 548,016 $ (13,428) $ 534,588 Operating right-of-use assets $ 314,378 $ (4,806) $ 309,572 $ — $ 309,572 Property, furniture and equipment, net 156,632 26,441 183,073 16,516 199,589 Total assets $ 1,115,574 $ (4,806) $ 1,110,768 $ 3,088 $ 1,113,856 Accrued other expenses $ 47,073 $ — $ 47,073 $ 4,406 $ 51,479 Current portion of operating lease liabilities 42,472 94 42,566 (1,318) 41,248 Total current liabilities $ 386,163 $ 94 $ 386,257 $ 3,088 $ 389,345 Operating lease liabilities, long-term $ 360,708 $ (4,900) $ 355,808 $ — $ 355,808 Total liabilities $ 807,086 $ (4,806) $ 802,280 $ 3,088 $ 805,368 Total liabilities and stockholders' equity $ 1,115,574 $ (4,806) $ 1,110,768 $ 3,088 $ 1,113,856 Nine months ended September 30, 2023 Condensed Consolidated Statement of Cash Flows As Originally Reported Adjustment No. 1 As Previously Disclosed Adjustment No. 2 As Restated Cash flows from operating activities Changes in prepaid and other assets $ (28,952) $ 20,504 $ (8,448) $ 4,085 $ (4,363) Changes in accounts payable (4,093) (6,048) (10,141) — (10,141) Changes in operating lease liabilities (28,797) — (28,797) (2,039) (30,836) Net cash provided by operating activities $ 131,368 $ 14,456 $ 145,824 $ 2,046 $ 147,870 Cash flows from investing activities Purchases of property, furniture and equipment $ (42,306) $ (14,456) $ (56,762) $ (2,046) $ (58,808) Net cash used in investing activities $ (41,973) $ (14,456) $ (56,429) $ (2,046) $ (58,475) Supplemental disclosure of cash flow information Noncash operating activities Lease incentives $ 7,313 $ (7,313) $ — $ — $ — Noncash investing activities: Purchase of property, furniture and equipment in current liabilities $ 2,756 $ 6,048 $ 8,804 $ 4,406 $ 13,210 |