RVLV Revolve Group Inc

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 27, 2024

 

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. ☐

 

 

 

 

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Item 2.02 Results of Operations and Financial Condition.

 

On February 27, 2024, Revolve Group, Inc. issued a press release announcing its financial results for its fourth quarter and fiscal year ended December 31, 2023. 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 27, 2024
104	Cover page interactive data file (embedded with the inline XBRL document)

 

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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 27, 2024		By:	/s/ JESSE TIMMERMANS
			Jesse Timmermans
			Chief Financial Officer

 

 

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Exhibit 99.1

 

 

Revolve Group Announces Fourth Quarter and Full Year 2023 Financial Results

 

Los Angeles, CA – February 27, 2024 - 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, 2023.

 

“I’m proud of our team’s accomplishments in 2023 that set us up well for 2024,” said co-founder and co-CEO Mike Karanikolas. “Despite the challenging backdrop for consumer discretionary spending, we closed out the year with a solid fourth quarter that included improved sales trends, year-over-year expansion of our gross margin and early progress on selling and distribution cost efficiencies.”

 

“Our profitable and cash generative business remains a key competitive advantage that has enabled us to invest in longer-term growth initiatives throughout the cycle at a time when many industry peers have no choice but to significantly reduce investment,” said co-founder and co-CEO Michael Mente. “Our focus on maximizing value creation over the long-term is supported by investments in our brands, technology and operations as well as delivering value to stockholders through our $100 million stock repurchase program.”
 

Fourth Quarter 2023 Financial Summary

 

		Three Months Ended December 31,
		2023				2022				YoY Change
		(in thousands, except percentages)
Net sales		$	257,778			$	259,153			(1%)
Gross profit		$	134,049			$	133,288			1%
Gross margin			52.0	%			51.4	%
Net income		$	3,494			$	7,868			(56%)
Adjusted EBITDA (non-GAAP financial measure)		$	8,538			$	14,137			(40%)
Net cash used in operating activities		$	(3,876	)		$	(11,015	)		NM
Free cash flow (non-GAAP financial measure)		$	(4,960	)		$	(12,278	)		NM

 

NM – not meaningful

 

Fourth Quarter 2023 Operational Metrics

 

		Three Months Ended December 31,
		2023				2022				YoY Change
		(in thousands, except average order value and percentages)
Active customers			2,543				2,340			9%
Total orders placed			2,022				1,954			3%
Average order value		$	303			$	306			(1%)

 

Additional Fourth Quarter 2023 Metrics and Results Commentary

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Additional Fourth Quarter 2023 Net Sales Commentary

Additional trend information regarding Revolve Group’s fourth quarter and full year 2023 financial results and operating metrics is available in the Q4 and FY 2023 Financial Highlights presentation available on the company’s investor relations website at https://investors.revolve.com.

 

Results Since the End of Fourth Quarter 2023

During the first eight weeks of 2024 (January 1, 2024 to February 25, 2024), net sales decreased by a mid-single digit percentage year-over-year compared to the same period in 2023.

 

2024 Business Outlook

Based on information available to us as of February 27, 2024, we are providing the following guidance for the full year ending December 31, 2024 and the first quarter ending March 31, 2024.

 

	FY 2024 Outlook
Gross margin	52.5% to 53.0%
Fulfillment expenses	3.3% to 3.5% of net sales
Selling and distribution expenses	17.8% to 18.0% of net sales
Marketing expenses	16.0% to 16.2% of net sales
General and administrative expenses	$130 million to $133 million
Effective tax rate	24% to 26%
	First Quarter 2024 Outlook
Gross margin	51.4% to 51.9%
Fulfillment expenses	3.5% of net sales
Selling and distribution expenses	18.1% of net sales
Marketing expenses	16.0% of net sales
General and administrative expenses	$33.0 million

 

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Full Year 2023 Financial Summary

 

		Year Ended December 31,
		2023				2022				YoY Change
		(in thousands, except percentages)
Net sales		$	1,068,719			$	1,101,416			(3%)
Gross profit		$	554,199			$	592,323			(6%)
Gross margin			51.9	%			53.8	%
Net income		$	28,147			$	58,697			(52%)
Adjusted EBITDA (non-GAAP financial measure)		$	43,409			$	90,234			(52%)
Net cash provided by operating activities		$	43,342			$	23,436			85%
Free cash flow (non-GAAP financial measure)		$	39,144			$	18,269			114%

 

Full Year 2023 Operational Metrics

 

		Year Ended December 31,
		2023				2022				YoY Change
		(in thousands, except average order value and percentages)
Active customers			2,543				2,340			9%
Total orders placed			8,701				8,304			5%
Average order value		$	297			$	304			(2%)

 

Additional Full Year 2023 Metrics and Results Commentary

 

Additional Full Year 2023 Net Sales Commentary

 

Cash Flow and Balance Sheet Commentary

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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) 330-2454 within the United States or (240) 789-2714 outside the United States approximately 10 minutes before the scheduled start of the call. The conference ID for the call is 3102771. 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 1-647-362-9199 outside the United States. The replay conference ID is 3102771.

 

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 our expectations regarding our financial performance for the first quarter and full year of 2024 and statements regarding macroeconomic conditions. 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; 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, 2023 and our Annual Report on Form 10-K for the year ended December 31, 2023, which we expect to file with the SEC on February 27, 2024. 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.

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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 GAAP measures, please see the tables captioned “Reconciliation of Non-GAAP Financial Measures” included at the end of this release.

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 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. 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

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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

 

 

 

 

 

 

 

 

 

 

 

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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,
		2023				2022				2023				2022
Net sales		$	257,778			$	259,153			$	1,068,719			$	1,101,416
Cost of sales			123,729				125,865				514,520				509,093
Gross profit			134,049				133,288				554,199				592,323
Operating expenses:
Fulfillment			8,997				8,532				36,654				31,804
Selling and distribution			45,776				45,389				197,052				190,419
Marketing			42,353				39,893				171,774				181,648
General and administrative			34,724				28,815				126,585				115,312
Total operating expenses			131,850				122,629				532,065				519,183
Income from operations			2,199				10,659				22,134				73,140
Other (income) expense, net			(2,677	)			293				(15,627	)			(3,476	)
Income before income taxes			4,876				10,366				37,761				76,616
Provision for income taxes			1,382				2,498				9,614				17,919
Net income		$	3,494			$	7,868			$	28,147			$	58,697
Earnings per share of Class A and Class B    common stock:
Basic		$	0.05			$	0.11			$	0.39			$	0.80
Diluted		$	0.05			$	0.11			$	0.38			$	0.79
Weighted average number of shares of Class A and Class B common stock outstanding:
Basic			71,782				73,349				72,961				73,314
Diluted			72,171				74,286				73,583				74,520

 

 

 

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REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 

		December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	245,449			$	234,724
Accounts receivable, net			12,405				5,421
Inventory			203,587				215,224
Income taxes receivable			1,625				2,974
Prepaid expenses and other current assets			65,523				59,874
Total current assets			528,589				518,217
Property and equipment (net of accumulated depreciation of $17,994 and $13,081    as of December 31, 2023 and December 31, 2022, respectively)			7,763				8,934
Right-of-use lease assets			36,440				22,964
Intangible assets, net			1,875				1,600
Goodwill			2,042				2,042
Other assets			2,172				807
Deferred income taxes, net			30,005				24,754
Total assets		$	608,886			$	579,318
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable		$	47,821			$	50,789
Income taxes payable			—				229
Accrued expenses			40,714				38,266
Returns reserve			63,780				63,381
Current lease liabilities			6,863				5,844
Other current liabilities			30,442				22,577
Total current liabilities			189,620				181,086
Non-current lease liabilities			34,126				18,659
Total liabilities			223,746				199,745
Stockholders’ equity:
Class A common stock, $0.001 par value; 1,000,000,000 shares    authorized as of December 31, 2023 and December 31, 2022;    38,693,589 and 40,766,510 shares issued and outstanding as of December 31, 2023    and December 31, 2022, respectively.			39				41
Class B common stock, $0.001 par value; 125,000,000 shares authorized    as of December 31, 2023 and December 31, 2022; 32,597,119 and    32,597,119 shares issued and outstanding as of December 31, 2023 and    December 31, 2022, respectively.			33				33
Additional paid-in capital			116,713				110,338
Retained earnings			268,355				269,161
Total stockholders’ equity			385,140				379,573
Total liabilities and stockholders’ equity		$	608,886			$	579,318

 

 

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REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

		Year Ended December 31,
		2023				2022
Operating activities:
Net income		$	28,147			$	58,697
Adjustments to reconcile net income to net cash provided by operating    activities:
Depreciation and amortization			5,094				4,791
Equity-based compensation			5,839				5,862
Deferred income taxes, net			(5,251	)			(5,695	)
Changes in operating assets and liabilities:
Accounts receivable			(6,984	)			(782	)
Inventories			11,637				(43,965	)
Income taxes receivable			1,349				401
Prepaid expenses and other current assets			(5,649	)			(17,760	)
Other assets			(1,365	)			1,939
Accounts payable			(2,968	)			(3,556	)
Income taxes payable			(229	)			229
Accrued expenses			2,448				4,367
Returns reserve			399				14,085
Right-of-use lease assets and current and non-current lease liabilities			3,010				1,162
Other current liabilities			7,865				3,661
Net cash provided by operating activities			43,342				23,436
Investing activities:
Purchases of property and equipment			(4,198	)			(5,167	)
Net cash used in investing activities			(4,198	)			(5,167	)
Financing activities:
Proceeds from the exercise of stock options, net			536				887
Repurchases of Class A common stock			(30,913	)			—
Net cash (used in) provided by financing activities			(30,377	)			887
Effect of exchange rate changes on cash and cash equivalents			1,958				(2,887	)
Net increase in cash and cash equivalents			10,725				16,269
Cash and cash equivalents, beginning of period			234,724				218,455
Cash and cash equivalents, end of period		$	245,449			$	234,724
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Income taxes, net of refund		$	12,995			$	23,031
Operating leases		$	7,012			$	5,858
Supplemental disclosure of non-cash activities:
Lease assets obtained in exchange for new operating lease liabilities		$	20,452			$	21,938

 

 

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REVOLVE GROUP, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)

 

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

 

		Three Months Ended December 31,								Year Ended December 31,
Net sales		2023				2022				2023				2022
REVOLVE		$	220,025			$	217,138			$	904,525			$	921,676
FWRD			37,753				42,015				164,194				179,740
Total		$	257,778			$	259,153			$	1,068,719			$	1,101,416

 

Gross profit
REVOLVE		$	121,343			$	116,445			$	491,817			$	514,585
FWRD			12,706				16,843				62,382				77,738
Total		$	134,049			$	133,288			$	554,199			$	592,323

 

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

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
United States		$	213,658			$	217,989			$	870,405			$	914,364
Rest of the world			44,120				41,164				198,314				187,052
Total		$	257,778			$	259,153			$	1,068,719			$	1,101,416

 

 

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REVOLVE GROUP, INC. AND SUBSIDIARIES

KEY OPERATING AND FINANCIAL METRICS

(Unaudited)

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
		(in thousands, except average order value and percentages)
Gross margin			52.0	%			51.4	%			51.9	%			53.8	%
Adjusted EBITDA		$	8,538			$	14,137			$	43,409			$	90,234
Free cash flow		$	(4,960	)		$	(12,278	)		$	39,144			$	18,269
Active customers			2,543				2,340				2,543				2,340
Total orders placed			2,022				1,954				8,701				8,304
Average order value		$	303			$	306			$	297			$	304

 

 

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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, 2023 and 2022 is as follows:

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
		(in thousands)
Net income		$	3,494			$	7,868			$	28,147			$	58,697
Excluding:
Other (income) expense, net			(2,677	)			293				(15,627	)			(3,476	)
Provision for income taxes			1,382				2,498				9,614				17,919
Depreciation and amortization			1,342				1,272				5,094				4,791
Equity-based compensation			1,610				1,452				5,839				5,862
Non-routine items (1)			3,387				754				10,342				6,441
Adjusted EBITDA		$	8,538			$	14,137			$	43,409			$	90,234

 

(1)

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. Non-routine items in the three months and year ended December 31, 2022 included $0.7 million and $6.3 million in legal fees and charges for a settled legal matter, respectively and $0.1 million in other non-routine items.

 

A reconciliation of non-GAAP free cash flow to net cash provided by operating activities for the three months and year ended December 31, 2023 and 2022 is as follows:

 

		Three Months Ended December 31,								Year Ended December 31,
		2023				2022				2023				2022
		(in thousands)
Net cash (used in) provided by    operating activities		$	(3,876	)		$	(11,015	)		$	43,342			$	23,436
Purchases of property and equipment			(1,084	)			(1,263	)			(4,198	)			(5,167	)
Free cash flow		$	(4,960	)		$	(12,278	)		$	39,144			$	18,269
Net cash used in investing activities		$	(1,084	)		$	(1,263	)		$	(4,198	)		$	(5,167	)
Net cash (used in) provided by financing activities		$	(18,279	)		$	391			$	(30,377	)		$	887

 

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v3.24.0.1

Document and Entity Information	Feb. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 27, 2024
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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