0001746618false00017466182025-02-252025-02-25

 

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): February 25, 2025

 

REVOLVE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

001-38927

46-1640160

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

12889 Moore Street

Cerritos, California

90703

(Address of Principal Executive Offices)

(Zip Code)

(562) 677-9480

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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 (see General Instructions A.2. below):

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(s):

 

Name of each exchange on which registered:

Class A Common Stock, par value $0.001 per share

 

RVLV

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 February 25, 2025, Revolve Group, Inc. issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information included in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto are 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

Description

99.1

Press Release dated February 25, 2025

104

Cover page interactive data file (embedded with the inline XBRL document)

 

2


 

SIGNATURES

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.

 

REVOLVE GROUP, INC.

Date: February 25, 2025

By:

/s/ JESSE TIMMERMANS

Jesse Timmermans

Chief Financial Officer

 

 

3


 

Exhibit 99.1

img94756311_0.jpg

 

Revolve Group Announces Fourth Quarter and Full Year 2024 Financial Results

 

Los Angeles, CA – February 25, 2025 - Revolve Group, Inc. (NYSE: RVLV), the next-generation fashion retailer for Millennial and Generation Z consumers, today announced financial results for the fourth quarter and full year ended December 31, 2024.

 

“We finished the year with an outstanding fourth quarter, highlighted by double-digit top-line growth year-over-year and a more than doubling of net income and Adjusted EBITDA year-over-year,” said co-founder and co-CEO Mike Karanikolas. “Notably, our business was strong across the board, with net sales increasing at a double-digit rate year-over-year across Revolve, FWRD, domestic and international.”

 

“The team performed exceptionally this year, delivering marketing and logistics efficiency gains, a meaningfully reduced return rate in the second half of the year, significant advancements in our merchandising and product assortment, and enhanced site navigation features that further elevate product discovery,” said co-founder and co-CEO Michael Mente. “Importantly, we achieved strong financial results while continuing to invest in key initiatives that we believe set us up well for profitable growth and market share gains over the long term, including expansion of owned brands, deploying AI technology and exploration of physical retail expansion.”
 

Fourth Quarter 2024 Financial Summary

 

 

 

Three Months Ended December 31,

 

 

2024

 

 

2023

 

 

YoY Change

 

 

(in thousands, except percentages)

Net sales

 

$

293,728

 

 

$

257,778

 

 

14%

Gross profit

 

$

154,298

 

 

$

134,049

 

 

15%

Gross margin

 

 

52.5

%

 

 

52.0

%

 

 

Net income

 

$

11,770

 

 

$

3,494

 

 

237%

Adjusted EBITDA (non-GAAP financial measure)

 

$

18,272

 

 

$

8,538

 

 

114%

Net cash provided by (used in) operating activities

 

$

3,918

 

 

$

(3,876

)

 

NM

Free cash flow (non-GAAP financial measure)

 

$

1,831

 

 

$

(4,960

)

 

NM

 

NM – not meaningful

 

Fourth Quarter 2024 Operational Metrics

 

 

 

Three Months Ended December 31,

 

 

2024

 

 

2023

 

 

YoY Change

 

 

(in thousands, except average order value and percentages)

Active customers

 

 

2,668

 

 

 

2,543

 

 

5%

Total orders placed

 

 

2,172

 

 

 

2,022

 

 

7%

Average order value

 

$

301

 

 

$

303

 

 

(1%)

 

Additional Fourth Quarter 2024 Metrics and Results Commentary

Trailing 12-month Active customers increased by 40,000 during the fourth quarter of 2024, growing to 2,668,000 as of December 31, 2024, an increase of 5% year-over-year.
Total net sales were $293.7 million, an increase of 14% year-over-year, and a sequential improvement from the 10% increase year-over-year reported in the third quarter of 2024.

 


 

Gross profit was $154.3 million, an increase of 15% year-over-year.
Gross margin was 52.5%, a year-over-year increase of 53 basis points that was primarily driven by margin expansion in the FWRD segment.
We achieved meaningful year-over-year efficiencies in our operating expenses, driven by strong efficiencies in our marketing, fulfillment, and selling and distribution expenses compared to the prior-year period, partially offset by growth in general and administrative expenses as a percentage of net sales year-over-year. General and administrative expenses for the fourth quarter of 2024 include $2.7 million in non-routine items excluded from Adjusted EBITDA, as explained further below in the non-GAAP reconciliation tables and accompanying disclosures in this press release. General and administrative expenses for the fourth quarter of 2023 include $3.4 million in non-routine items excluded from Adjusted EBITDA.
Net income was $11.8 million, a year-over-year increase of 237%, primarily due to strong growth in net sales, gross margin expansion, leverage on operating expenses year-over-year, and a lower effective tax rate in the fourth quarter of 2024.
Adjusted EBITDA was $18.3 million, a year-over-year increase of 114%.
Diluted earnings per share (EPS) was $0.17, a year-over-year increase of 240%.

 

Additional Fourth Quarter 2024 Net Sales Commentary

 

Net sales increased by a double-digit rate year-over-year across segments and geographies.

REVOLVE segment net sales were $252.0 million, a year-over-year increase of 15%.
FWRD segment net sales were $41.8 million, a year-over-year increase of 11%.
Domestic net sales were $236.6 million, a year-over-year increase of 11%.
International net sales were $57.1 million, a year-over-year increase of 29%.
 

Additional trend information regarding Revolve Group’s fourth quarter and full year 2024 financial results and operating metrics is available in the Q4 and FY 2024 Financial Highlights presentation available on the company’s investor relations website at https://investors.revolve.com.

 

Results Since the End of Fourth Quarter 2024


During the first seven weeks of 2025 (January 1, 2025 to February 18, 2025), net sales increased by a high-single digit percentage year-over-year compared to the same period in 2024.

 

 


 

2025 Business Outlook

Based on information available to us as of February 25, 2025, we are providing the following guidance for the full year ending December 31, 2025 and the first quarter ending March 31, 2025.

 

 FY 2025 Outlook

Gross margin

52.4% to 52.9%

Fulfillment expenses

3.0% to 3.2% of net sales

Selling and distribution expenses

17.0% to 17.2% of net sales

Marketing expenses

14.9% to 15.1% of net sales

General and administrative expenses

$155 million to $158 million

Effective tax rate

24% to 26%

First Quarter 2025 Outlook

Gross margin

52.2% to 52.7%

Fulfillment expenses

3.2% of net sales

Selling and distribution expenses

17.4% of net sales

Marketing expenses

14.9% of net sales

General and administrative expenses

$39.5 million

 

 

Full Year 2024 Financial Summary

 

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

 

YoY Change

 

 

(in thousands, except percentages)

Net sales

 

$

1,129,911

 

 

$

1,068,719

 

 

6%

Gross profit

 

$

593,273

 

 

$

554,199

 

 

7%

Gross margin

 

 

52.5

%

 

 

51.9

%

 

 

Net income

 

$

48,771

 

 

$

28,147

 

 

73%

Adjusted EBITDA (non-GAAP financial measure)

 

$

69,516

 

 

$

43,409

 

 

60%

Net cash provided by operating activities

 

$

26,692

 

 

$

43,342

 

 

(38%)

Free cash flow (non-GAAP financial measure)

 

$

18,005

 

 

$

39,144

 

 

(54%)

 

Full Year 2024 Operational Metrics

 

 

 

Year Ended December 31,

 

 

2024

 

 

2023

 

 

YoY Change

 

 

(in thousands, except average order value and percentages)

Active customers

 

 

2,668

 

 

 

2,543

 

 

5%

Total orders placed

 

 

8,867

 

 

 

8,701

 

 

2%

Average order value

 

$

302

 

 

$

297

 

 

2%

 

Additional Full Year 2024 Metrics and Results Commentary

Total net sales were $1.1 billion, a year-over-year increase of 6%.
Gross profit was $593.3 million, a year-over-year increase of 7%.
Gross margin was 52.5%, a year-over-year increase of 65 basis points.
Net income was $48.8 million, a year-over-year increase of 73%, primarily reflecting the increase in net sales, gross margin expansion and leverage on operating expenses year-over-year.
Adjusted EBITDA was $69.5 million, a year-over-year increase of 60%.
Diluted EPS was $0.69, a year-over-year increase of 82%.

 


 

 

Additional Full Year 2024 Net Sales Commentary

REVOLVE segment net sales were $970.5 million, a year-over-year increase of 7%.
FWRD segment net sales were $159.4 million, a year-over-year decrease of 3%.
Domestic net sales were $903.5 million, a year-over-year increase of 4%.
International net sales were $226.4 million, a year-over-year increase of 14%.

 

Cash Flow and Balance Sheet Commentary

Net cash provided by operating activities was $26.7 million and free cash flow was $18.0 million for the year ended December 31, 2024, a decrease of 38% and 54%, respectively. The decrease in both cash flow measures primarily reflects unfavorable movements in working capital, partially offset by higher net income.
Stock repurchases were $11.8 million for the year ended December 31, 2024, exclusive of broker fees and excise taxes. The company repurchased 767,198 shares of its Class A common stock during the full year 2024, at an average cost of $15.35. $57.6 million remained available under the company's $100 million stock repurchase program as of December 31, 2024.
Balance sheet: Cash and cash equivalents as of December 31, 2024 grew to $256.6 million, an increase of $11.2 million, or 5%, from $245.4 million as of December 31, 2023. Our balance sheet as of December 31, 2024 remains debt free.
Inventory as of December 31, 2024 was $229.2 million, an increase of $25.7 million, or 13%, from the inventory balance of $203.6 million as of December 31, 2023. The increase in inventory balance year-over-year was slightly lower than our 14% year-over-year growth in net sales during the fourth quarter of 2024.


Conference Call Information

Revolve Group management will host a call today at 4:30 pm ET / 1:30 pm PT to discuss today’s results in more detail. To participate, please dial (888) 596-4144 within the United States or (646) 968-2525 outside the United States approximately 10 minutes before the scheduled start of the call. The conference ID for the call is 2756104. The conference call will also be accessible, live via audio broadcast, on the Investor Relations section of the Revolve Group website at http://investors.revolve.com. A replay of the conference call will be available online at http://investors.revolve.com. In addition, an audio replay of the call will be available for one week following the call and can be accessed by dialing 1-800-770-2030 within the United States or (609) 800-9909 outside the United States. The replay conference ID is 2756104.
 

Forward-Looking Statements

This press release contains ''forward-looking statements'' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our growth prospects and market share gains, expansion of owned brands, deployment of AI technology, expansion of physical retail and outlook for the first quarter and full year of 2025. Forward-looking statements include statements containing words such as "expect," "anticipate," "believe," "project," "will" and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on our current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to changing economic conditions and their impact on consumer demand and our business, operating results and financial condition; demand for our products; supply chain challenges; the effect of tariffs;

 


 

inflationary pressures; wars and conflicts in Ukraine/Russia, Israel/Gaza and the Middle East; other geopolitical tensions; our fluctuating operating results; seasonality in our business; our ability to acquire products on reasonable terms; our e-commerce business model; our ability to attract customers in a cost effective manner; the strength of our brand; competition; fraud; system interruptions; our ability to fulfill orders; the impact of public health crises on our business, operations and financial results; the effect of claims, lawsuits, government investigations, other legal or regulatory proceedings or commercial or contractual disputes; and other risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings with the Securities and Exchange Commission, or SEC, including, without limitation, our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024 and our Annual Report on Form 10-K for the year ended December 31, 2024, which we expect to file with the SEC on February 25, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

 

Use of Non-GAAP Financial Measures and Other Operating Metrics

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles in the United States of America (GAAP), we reference in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA and free cash flow.

The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.

We use these non-GAAP financial measures to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance and liquidity and when planning, forecasting, and analyzing future periods.

For a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP measures, please see the tables captioned “Reconciliation of Non-GAAP Financial Measures” included at the end of this release. We encourage reviewing the reconciliation in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-recurring items.

Definitions of our non-GAAP financial measures and other operating metrics are presented below.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income before other (income) expense, net; taxes; and depreciation and amortization; adjusted to exclude the effects of equity-based compensation expense, certain transaction costs and certain non-routine items. Adjusted EBITDA is a key measure used by management to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and, in the case of exclusion of the impact of equity-based compensation, excludes an item that we do not consider to be indicative of our core operating performance.

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less cash used in purchases of property and equipment, and purchases of rental product. We view free cash flow as an important

 


 

indicator of our liquidity because it measures the amount of cash we generate. Free cash flow also reflects changes in working capital.

 

Active Customers

We define an active customer as a unique customer account from which a purchase was made across our platform at least once in the preceding 12-month period. In any particular period, we determine our number of active customers by counting the total number of customers who have made at least one purchase in the preceding 12-month period, measured from the last date of such period. We view the number of active customers as a key indicator of our growth, the reach of our sites, the value proposition and consumer awareness of our brand, the continued use of our sites by our customers and their desire to purchase our products.

Total Orders Placed

We define total orders placed as the total number of orders placed by our customers, prior to product returns, across our platform in any given period. We view total orders placed as a key indicator of the velocity of our business and an indication of the desirability of our products and sites to our customers. Total orders placed, together with average order value, is an indicator of the net sales we expect to recognize in a given period.

Average Order Value

We define average order value as the sum of the total gross sales from our sites in a given period, prior to product returns, divided by the total orders placed in that period. We believe our high average order value demonstrates the premium nature of our product assortment. Average order value varies depending on the site through which we sell merchandise, the mix of product categories sold, the number of units in each order, the percentage of sales at full price, and for sales at less than full price, the level of markdowns.

About Revolve Group, Inc.

Revolve Group, Inc. (NYSE: RVLV) is the next-generation fashion retailer for Millennial and Generation Z consumers. As a trusted premium lifestyle brand and a go-to online source for discovery and inspiration, we deliver an engaging customer experience from a vast yet curated offering of apparel, footwear, accessories, beauty and home products. Our dynamic platform connects a deeply engaged community of millions of consumers, thousands of global fashion influencers and more than 1,000 emerging, established and owned brands.


We were founded in 2003 by our co-CEOs, Michael Mente and Mike Karanikolas. We sell merchandise through two complementary segments, REVOLVE and FWRD, that leverage one platform. Through REVOLVE, we offer an assortment of premium apparel, footwear, accessories and beauty products from emerging, established and owned brands. Through FWRD, we offer an assortment of curated and elevated iconic and emerging luxury brands. For more information, visit www.revolve.com.


Contacts:

Investors:

Erik Randerson, CFA

562.677.9513

IR@revolve.com

Media:

Jennifer Walker

revolve@walkerdrawas.com

 

 


 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net sales

 

$

293,728

 

 

$

257,778

 

 

$

1,129,911

 

 

$

1,068,719

 

Cost of sales

 

 

139,430

 

 

 

123,729

 

 

 

536,638

 

 

 

514,520

 

Gross profit

 

 

154,298

 

 

 

134,049

 

 

 

593,273

 

 

 

554,199

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Fulfillment

 

 

9,456

 

 

 

8,997

 

 

 

37,389

 

 

 

36,654

 

Selling and distribution

 

 

48,359

 

 

 

45,776

 

 

 

195,169

 

 

 

197,052

 

Marketing

 

 

43,326

 

 

 

42,353

 

 

 

167,176

 

 

 

171,774

 

General and administrative

 

 

41,756

 

 

 

34,724

 

 

 

142,122

 

 

 

126,585

 

Total operating expenses

 

 

142,897

 

 

 

131,850

 

 

 

541,856

 

 

 

532,065

 

Income from operations

 

 

11,401

 

 

 

2,199

 

 

 

51,417

 

 

 

22,134

 

Other income, net

 

 

(3,246

)

 

 

(2,677

)

 

 

(13,030

)

 

 

(15,627

)

Income before income taxes

 

 

14,647

 

 

 

4,876

 

 

 

64,447

 

 

 

37,761

 

Provision for income taxes

 

 

2,877

 

 

 

1,382

 

 

 

15,676

 

 

 

9,614

 

Net income

 

 

11,770

 

 

 

3,494

 

 

 

48,771

 

 

 

28,147

 

Less: Net loss attributable to non-controlling interest

 

 

566

 

 

 

 

 

 

786

 

 

 

 

Net income attributable to Revolve Group, Inc. stockholders

 

$

12,336

 

 

$

3,494

 

 

$

49,557

 

 

$

28,147

 

Earnings per share of Class A and Class B
   common stock:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.17

 

 

$

0.05

 

 

$

0.70

 

 

$

0.39

 

Diluted

 

$

0.17

 

 

$

0.05

 

 

$

0.69

 

 

$

0.38

 

Weighted average number of shares of Class A and Class B common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

70,975

 

 

 

71,782

 

 

 

70,846

 

 

 

72,961

 

Diluted

 

 

72,135

 

 

 

72,171

 

 

 

71,677

 

 

 

73,583

 

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

256,600

 

 

$

245,449

 

Accounts receivable, net

 

 

10,338

 

 

 

12,405

 

Inventory

 

 

229,244

 

 

 

203,587

 

Income taxes receivable

 

 

1,195

 

 

 

1,625

 

Prepaid expenses and other current assets

 

 

63,711

 

 

 

65,523

 

Total current assets

 

 

561,088

 

 

 

528,589

 

Property and equipment (net of accumulated depreciation of $22,230 and $17,994
   as of December 31, 2024 and December 31, 2023, respectively)

 

 

8,937

 

 

 

7,763

 

Right-of-use lease assets

 

 

36,259

 

 

 

36,440

 

Intangible assets, net

 

 

2,294

 

 

 

1,875

 

Goodwill

 

 

2,042

 

 

 

2,042

 

Other assets

 

 

18,067

 

 

 

2,172

 

Deferred income taxes, net

 

 

36,860

 

 

 

30,005

 

Total assets

 

$

665,547

 

 

$

608,886

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

45,098

 

 

$

47,821

 

Income taxes payable

 

 

4

 

 

 

 

Accrued expenses

 

 

38,524

 

 

 

40,714

 

Returns reserve

 

 

69,661

 

 

 

63,780

 

Current lease liabilities

 

 

9,066

 

 

 

6,863

 

Other current liabilities

 

 

33,744

 

 

 

30,442

 

Total current liabilities

 

 

196,097

 

 

 

189,620

 

Non-current lease liabilities

 

 

31,665

 

 

 

34,126

 

Total liabilities

 

 

227,762

 

 

 

223,746

 

Stockholders’ equity:

 

 

 

 

 

 

Class A common stock, $0.001 par value; 1,000,000,000 shares
   authorized as of December 31, 2024 and December 31, 2023;
   39,699,150 and 38,693,589 shares issued and outstanding as of December 31, 2024
   and December 31, 2023, respectively.

 

 

40

 

 

 

39

 

Class B common stock, $0.001 par value; 125,000,000 shares authorized
   as of December 31, 2024 and December 31, 2023; 31,501,330 and
   32,597,119 shares issued and outstanding as of December 31, 2024 and
   December 31, 2023, respectively.

 

 

32

 

 

 

33

 

Additional paid-in capital

 

 

133,046

 

 

 

116,713

 

Retained earnings

 

 

305,070

 

 

 

268,355

 

Non-controlling interest

 

 

(403

)

 

 

 

Total stockholders’ equity

 

 

437,785

 

 

 

385,140

 

Total liabilities and stockholders’ equity

 

$

665,547

 

 

$

608,886

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Operating activities:

 

 

 

 

 

 

Net income

 

$

48,771

 

 

$

28,147

 

Adjustments to reconcile net income to net cash provided by operating
   activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

4,429

 

 

 

5,094

 

Rental product depreciation

 

 

736

 

 

 

 

Equity-based compensation

 

 

10,028

 

 

 

5,839

 

Deferred income taxes, net

 

 

(6,855

)

 

 

(5,251

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

2,067

 

 

 

(6,984

)

Inventories

 

 

(24,791

)

 

 

11,637

 

Income taxes receivable

 

 

430

 

 

 

1,349

 

Prepaid expenses and other current assets

 

 

1,812

 

 

 

(5,649

)

Other assets

 

 

(13,593

)

 

 

(1,365

)

Accounts payable

 

 

(2,723

)

 

 

(2,968

)

Income taxes payable

 

 

4

 

 

 

(229

)

Accrued expenses

 

 

(2,190

)

 

 

2,448

 

Returns reserve

 

 

5,881

 

 

 

399

 

Right-of-use lease assets and current and non-current lease liabilities

 

 

(77

)

 

 

3,010

 

Other current liabilities

 

 

2,763

 

 

 

7,865

 

Net cash provided by operating activities

 

 

26,692

 

 

 

43,342

 

Investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(5,649

)

 

 

(4,198

)

Purchases of rental product

 

 

(3,038

)

 

 

 

Cash paid for acquisition

 

 

(427

)

 

 

 

Net cash used in investing activities

 

 

(9,114

)

 

 

(4,198

)

Financing activities:

 

 

 

 

 

 

Proceeds from the exercise of stock options, net

 

 

6,415

 

 

 

536

 

Repurchases of Class A common stock

 

 

(11,778

)

 

 

(30,913

)

Net cash (used in) provided by financing activities

 

 

(5,363

)

 

 

(30,377

)

Effect of exchange rate changes on cash and cash equivalents

 

 

(1,064

)

 

 

1,958

 

Net increase in cash and cash equivalents

 

 

11,151

 

 

 

10,725

 

Cash and cash equivalents, beginning of period

 

 

245,449

 

 

 

234,724

 

Cash and cash equivalents, end of period

 

$

256,600

 

 

$

245,449

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Income taxes, net of refund

 

$

22,203

 

 

$

12,995

 

Operating leases

 

$

9,305

 

 

$

7,012

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

 

Lease assets obtained in exchange for new operating lease liabilities

 

$

7,180

 

 

$

20,452

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)

 

The following table summarizes our net sales, cost of sales and gross profit for each of our reportable segments (in thousands):

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

Net sales

 

2024

 

 

2023

 

 

2024

 

 

2023

 

REVOLVE

 

$

251,972

 

 

$

220,025

 

 

$

970,517

 

 

$

904,525

 

FWRD

 

 

41,756

 

 

 

37,753

 

 

 

159,394

 

 

 

164,194

 

Total

 

$

293,728

 

 

$

257,778

 

 

$

1,129,911

 

 

$

1,068,719

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

114,416

 

 

$

98,682

 

 

$

435,918

 

 

$

412,708

 

FWRD

 

 

25,014

 

 

 

25,047

 

 

 

100,720

 

 

 

101,812

 

Total

 

$

139,430

 

 

$

123,729

 

 

$

536,638

 

 

$

514,520

 

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

137,556

 

 

$

121,343

 

 

$

534,599

 

 

$

491,817

 

FWRD

 

 

16,742

 

 

 

12,706

 

 

 

58,674

 

 

 

62,382

 

Total

 

$

154,298

 

 

$

134,049

 

 

$

593,273

 

 

$

554,199

 

 

The following table lists net sales by geographic area (in thousands):

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

United States

 

$

236,644

 

 

$

213,658

 

 

$

903,484

 

 

$

870,405

 

Rest of the world

 

 

57,084

 

 

 

44,120

 

 

 

226,427

 

 

 

198,314

 

Total

 

$

293,728

 

 

$

257,778

 

 

$

1,129,911

 

 

$

1,068,719

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

KEY OPERATING AND FINANCIAL METRICS

(Unaudited)

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(in thousands, except average order value and percentages)

 

Gross margin

 

 

52.5

%

 

 

52.0

%

 

 

52.5

%

 

 

51.9

%

Adjusted EBITDA

 

$

18,272

 

 

$

8,538

 

 

$

69,516

 

 

$

43,409

 

Free cash flow

 

$

1,831

 

 

$

(4,960

)

 

$

18,005

 

 

$

39,144

 

Active customers

 

 

2,668

 

 

 

2,543

 

 

 

2,668

 

 

 

2,543

 

Total orders placed

 

 

2,172

 

 

 

2,022

 

 

 

8,867

 

 

 

8,701

 

Average order value

 

$

301

 

 

$

303

 

 

$

302

 

 

$

297

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

 

A reconciliation of non-GAAP Adjusted EBITDA to net income for the three months and year ended December 31, 2024 and 2023 is as follows:

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net income

 

$

11,770

 

 

$

3,494

 

 

$

48,771

 

 

$

28,147

 

Excluding:

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

(3,246

)

 

 

(2,677

)

 

$

(13,030

)

 

 

(15,627

)

Provision for income taxes

 

 

2,877

 

 

 

1,382

 

 

$

15,676

 

 

 

9,614

 

Depreciation and amortization

 

 

928

 

 

 

1,342

 

 

$

4,429

 

 

 

5,094

 

Equity-based compensation

 

 

3,277

 

 

 

1,610

 

 

$

10,028

 

 

 

5,839

 

Transaction costs (1)

 

 

700

 

 

 

 

 

$

1,194

 

 

 

 

Non-routine items (2)

 

 

1,966

 

 

 

3,387

 

 

$

2,448

 

 

 

10,342

 

Adjusted EBITDA

 

$

18,272

 

 

$

8,538

 

 

$

69,516

 

 

$

43,409

 

 

(1)

Includes legal and professional service fees related to potential and consummated strategic acquisitions and investments.

(2)

Non-routine items in the three months and year ended December 31, 2024 included a $2.0 million non-routine loss related to a shipment theft incident, which we expect to recover in full through our insurance in future periods. Non-routine items for the year ended December 31, 2024 also included a $0.5 million charge for a settled matter related to non-routine import and export fees. Non-routine items in the three months and year ended December 31, 2023 included $0.6 million and $7.5 million in legal fees and charges for two separate settled legal matters, respectively and $2.8 million related to non-routine import and export fees.

 

A reconciliation of non-GAAP free cash flow to net cash provided by operating activities for the three months and year ended December 31, 2024 and 2023 is as follows:

 

 

 

Three Months Ended December 31,

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net cash provided by (used in)
   operating activities

 

$

3,918

 

 

$

(3,876

)

 

$

26,692

 

 

$

43,342

 

Purchases of property and equipment

 

 

(1,830

)

 

 

(1,084

)

 

 

(5,649

)

 

 

(4,198

)

Purchases of rental product

 

 

(257

)

 

 

 

 

 

(3,038

)

 

 

 

Free cash flow

 

$

1,831

 

 

$

(4,960

)

 

$

18,005

 

 

$

39,144

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

$

(2,087

)

 

$

(1,084

)

 

$

(9,114

)

 

$

(4,198

)

Net cash provided by (used in) financing activities

 

$

5,623

 

 

$

(18,279

)

 

$

(5,363

)

 

$

(30,377

)

 

 


v3.25.0.1
Document and Entity Information
Feb. 25, 2025
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Feb. 25, 2025
Entity Registrant Name REVOLVE GROUP, INC.
Entity Central Index Key 0001746618
Entity Emerging Growth Company false
Entity File Number 001-38927
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 46-1640160
Entity Address, Address Line One 12889 Moore Street
Entity Address, City or Town Cerritos
Entity Address, State or Province CA
Entity Address, Postal Zip Code 90703
City Area Code 562
Local Phone Number 677-9480
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Security 12b Title Class A Common Stock, par value $0.001 per share
Trading Symbol RVLV
Security Exchange Name NYSE

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