United States securities and exchange commission logo
November 1, 2021
John Reed
Chief Executive Officer
Arhaus, Inc.
51 E. Hines Hill Road
Boston Heights, Ohio 44236
Re: Arhaus, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 27,
2021
File No. 333-260015
Dear Mr. Reed:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
October 20, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-1
Demand, page iv
1. As previously
discussed, we note your response to prior comment 4 confirming the
"merchandise revenue"
non-GAAP measure is presented net of returns and exchanges
recognized in the
applicable period in which they occurred. As previously discussed, we
also note you make an
adjustment to add back the reserves for returns and discounts in
the reconciliation of
net revenue to merchandise revenue presented on page 81. As
previously discussed,
it appears this adjustment substitutes an individually tailored
revenue recognition and
measurement method for those of GAAP not permissible by
Question 100.04 of the
Division's "Non-GAAP Financial Measures" Compliance and
Disclosure
Interpretations. Please revise your calculation of merchandise revenue
John Reed
FirstName
Arhaus, Inc.LastNameJohn Reed
Comapany 1,
November NameArhaus,
2021 Inc.
November
Page 2 1, 2021 Page 2
FirstName LastName
accordingly. As previously discussed, explain to us how both "demand"
and
"merchandise revenue" include returns and exchanges as they occur.
Preliminary Results for the Three Months Ended September 30, 2021, page 12
2. As previously discussed, please provide us with a quantified listing
of each type of
expense comprising the other expenses adjustment in the
reconciliation of net income to
Adjusted EBITDA presented on page 14 and revise your disclosure as
appropriate.
Our amended and restated certificate of incorporation will provide for an
exclusive forum in the
Court of Chancery of the State of Delaware, page 56
3. We note that the disclosure in this risk factor does not correspond to
Article X of Exhibit
3.1 and specifically the exclusive forum provision's applicability to
Exchange Act claims.
To the extent Section 10.1 of Article X of Exhibit 3.1 does not apply
to actions arising
under the Exchange Act, please ensure the exclusive forum provision
states this clearly.
Please reconcile your prospectus disclosure and revise Exhibit 3.1
accordingly.
Capitalization, page 64
4. It appears the amounts in the table are intended to be in thousands of
dollars. If this is
correct, please describe the table accordingly, and if not correct,
please advise.
5. Please explain to us in detail and disclose as appropriate how the
39,617,357 Class A
common stock shares issued and outstanding pro forma and 87,542,634
Class B common
stock shares issued and outstanding pro forma and pro forma as
adjusted number shown in
the table on page 64 were determined. We note these amounts also
appear on page 66 as
well as page 72 for Class B.
6. Please reconcile for us and in your disclosures as appropriate the
number of shares of (i)
Class A common stock issued and outstanding pro forma as adjusted of
52,520,583 on
pages 64 and 72 to the 57,340,913 on pages 18, 65 and 66 and (ii)
Class B common stock
issued and outstanding pro forma and pro forma as adjusted of
87,542,634 on pages 64, 66
and 72 to the 82,722,304 on pages 18, 65 and 66.
Dilution, page 66
7. It appears you have given effect to the offering in calculating the
$0.31 Pro forma net
tangible book value (deficit) per share prior to the offering as of
June 30, 2021 before this
offering" line item in the dilution table, and it is based on "Pro
forma as adjusted" rather
than "Pro forma" according to page 64. Please revise as appropriate.
8. In the dilution table, please explain to us and disclose as
appropriate how you derived the
$(0.36) "Historical net tangible book value (deficit) per share prior
to offering as of June
30, 2020" and the $0.67 "Increase in net tangible book deficit per
share attributable to
investors purchasing shares in the offering." Also, it appears the
historical amount is as of
June 30, 2021 instead of 2020.
John Reed
FirstName
Arhaus, Inc.LastNameJohn Reed
Comapany 1,
November NameArhaus,
2021 Inc.
November
Page 3 1, 2021 Page 3
FirstName LastName
The Reorganization, page 67
9. In the steps describing the transactions to be completed to effect the
Reorganization, it
appears the use of the terms "we" and "company" are not consistent
with the definitions of
such on page i that appear to refer to Arhaus, LLC. Please revise as
appropriate or advise.
Unaudited Pro Forma Consolidated Financial Information, page 70
10. As previously discussed, due to the complexity of the series of
transactions being
presented, such as the Reorganization, pre-IPO Distribution, and the
offering, please
revise to present the pro forma adjustments associated with each
material transaction in
a separate column of the pro forma financial statements, with
subtotal/total columns for
"Pro Forma" and "Pro Form As Adjusted" as appropriate.
11. Please reconcile the Class A shares of 52,520,583 issued and
49,674,422 outstanding and
Class B shares of 87,542,634 issued and 86,944,929 outstanding shown
in the balance
sheet on page 72. Also, explain to us and disclose as appropriate why
you present here
49,674,422 as outstanding for Class A and 86,944,929 as outstanding
for Class B when
you show different amounts as outstanding for each respective class on
pages 18, 65 and
66.
Notes to Unaudited Pro Forma Consolidated Financial Information
Note 3. Earnings per Share, page 76
12. Please explain to us and disclose as appropriate how the amounts in
the denominator of
111,504,700 for common stock outstanding following the reorganization,
14,268,038
and 13,099,951 for vested incentive units exchanged for common stock
and 406,640 for
unvested incentive units were determined.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Financing Transactions, page 83
13. The information about the determination of the exit fee near the end
of the second
paragraph of this heading appears to be information that should be
also included in an
appropriate location within the notes to the pro forma financial
statements in regard to the
amount included in the pro forma financial statements for the exit
fee. Please revise as
appropriate.
Executive Compensation
Equity Awards
Incentive Units, page 129
14. Please reconcile for us and disclose as appropriate the number of
shares of restricted stock
after giving effect to the Reorganization of 2,849,898 for Class A
common stock and
598,443 Class B common stock shown here to the number of shares of
restricted common
stock shown for each on pages 19, 20, 65 and 66.
John Reed
Arhaus, Inc.
November 1, 2021
Page 4
You may contact Suying Li at 202-551-3335 or Doug Jones at 202-551-3309
if you have
questions regarding comments on the financial statements and related matters.
Please contact
Donald Field at 202-551-3680 or Lilyanna Peyser at 202-551-3222 with any other
questions.
FirstName LastNameJohn Reed Sincerely,
Comapany NameArhaus, Inc.
Division of
Corporation Finance
November 1, 2021 Page 4 Office of Trade &
Services
FirstName LastName