Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 18, 2021 | Jun. 30, 2020 | |
Document And Entity Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RVLV | ||
Entity Registrant Name | REVOLVE GROUP, INC. | ||
Entity Central Index Key | 0001746618 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity File Number | 001-38927 | ||
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 | ||
Entity Public Float | $ 226.7 | ||
Title of 12(b) Security | Class A Common Stock, par value $0.001 per share | ||
Security Exchange Name | NYSE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Incorporation, State or Country Code | DE | ||
Documents Incorporated by Reference | Portions of the registrant’s Definitive Proxy Statement to be filed with the Securities and Exchange Commission no later than 120 days after the end of the Registrant’s fiscal year ended December 31, 2020, are incorporated by reference in Part III of this Annual Report on Form 10-K. | ||
Class A Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 33,125,420 | ||
Class B Common Stock | |||
Document And Entity Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 38,540,095 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 146,013 | $ 65,418 |
Accounts receivable, net | 4,621 | 4,751 |
Inventory | 95,272 | 104,257 |
Income taxes receivable | 10,689 | 761 |
Prepaid expenses and other current assets | 20,330 | 24,155 |
Total current assets | 276,925 | 199,342 |
Property and equipment, net | 11,211 | 13,517 |
Intangible assets, net | 1,260 | 1,457 |
Goodwill | 2,042 | 2,042 |
Other assets | 500 | 642 |
Deferred income taxes, net | 13,814 | 15,290 |
Total assets | 305,752 | 232,290 |
Current liabilities: | ||
Accounts payable | 39,337 | 29,813 |
Income taxes payable | 195 | 470 |
Accrued expenses | 24,733 | 19,399 |
Returns reserve | 25,602 | 35,104 |
Other current liabilities | 15,821 | 16,740 |
Total current liabilities | 105,688 | 101,526 |
Stockholders' equity: | ||
Additional paid-in capital | 86,040 | 74,018 |
Retained earnings | 113,953 | 56,677 |
Total stockholders' equity | 200,064 | 130,764 |
Total liabilities and stockholders’ equity | 305,752 | 232,290 |
Common Class A | ||
Stockholders' equity: | ||
Common stock value | 33 | 14 |
Common Class B | ||
Stockholders' equity: | ||
Common stock value | $ 38 | $ 55 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Common Class A | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 32,856,611 | 14,009,859 |
Common stock, shares outstanding | 32,856,611 | 14,009,859 |
Common Class B | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 125,000,000 | 125,000,000 |
Common stock, shares issued | 38,540,095 | 55,069,124 |
Common stock, shares outstanding | 38,540,095 | 55,069,124 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net sales | $ 580,649 | $ 600,993 | $ 498,739 |
Cost of sales | 275,369 | 279,040 | 233,433 |
Gross profit | 305,280 | 321,953 | 265,306 |
Operating expenses: | |||
Fulfillment | 16,471 | 19,413 | 13,292 |
Selling and distribution | 80,496 | 87,706 | 70,621 |
Marketing | 76,371 | 89,141 | 74,394 |
General and administrative | 70,876 | 77,595 | 65,201 |
Total operating expenses | 244,214 | 273,855 | 223,508 |
Income from operations | 61,066 | 48,098 | 41,798 |
Other expense, net | 994 | 931 | 631 |
Income before income taxes | 60,072 | 47,167 | 41,167 |
Provision for income taxes | 3,282 | 11,500 | 10,529 |
Net income | 56,790 | 35,667 | 30,638 |
Less: Net loss attributable to non-controlling interest | 47 | ||
Net income attributable to Revolve Group, Inc. | 56,790 | 35,667 | 30,685 |
Less: Repurchase of Class B common stock upon corporate conversion | (40,816) | ||
Net income (loss) attributable to common stockholders | $ 56,790 | $ (5,149) | $ 30,685 |
Earnings (net loss) per share of Class A and Class B common stock: | |||
Basic | $ 0.81 | $ (0.09) | $ 0.47 |
Diluted | $ 0.79 | $ (0.09) | $ 0.44 |
Weighted average Class A and Class B common shares outstanding: | |||
Basic | 69,773 | 57,294 | 41,936 |
Diluted | 72,058 | 57,294 | 44,584 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net income | $ 56,790 | $ 35,667 | $ 30,638 |
Other comprehensive income (loss): | |||
Cumulative translation adjustment | 486 | 268 | (208) |
Total other comprehensive income (loss) | 486 | 268 | (208) |
Total comprehensive income | 57,276 | 35,935 | 30,430 |
Less: Comprehensive loss attributable to non-controlling interest | 47 | ||
Total comprehensive income attributable to Revolve Group, Inc. | $ 57,276 | $ 35,935 | $ 30,477 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Members'/Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect of Adoption | Preferred Class T Unit | Common Class A Unit | Common Stock | Non-Controlling Interest | Additional Paid-in Capital | Accumulated Members' Equity/Retained Earnings | Accumulated Members' Equity/Retained EarningsCumulative Effect of Adoption |
Balance at Dec. 31, 2017 | $ 47,988 | $ (623) | $ 31,463 | ||||||
Balance, units at Dec. 31, 2017 | 22,242,073 | ||||||||
Balance at Dec. 31, 2017 | $ 15,000 | ||||||||
Balance, units at Dec. 31, 2017 | 41,936,219 | ||||||||
Balance at Dec. 31, 2017 | $ 2,148 | ||||||||
Issuance of Units and Repurchases of Non-controlling Interest | 670 | (670) | |||||||
Issuance of Units and Repurchases of Non-controlling Interest, units | 1,309,761 | ||||||||
Equity-based compensation | 1,400 | $ 1,400 | |||||||
Cumulative translation adjustment | (208) | (208) | |||||||
Net income | 30,638 | $ (47) | 30,685 | ||||||
Balance at Dec. 31, 2018 | 79,818 | $ 286 | 61,270 | $ 286 | |||||
Balance, units at Dec. 31, 2018 | 23,551,834 | ||||||||
Balance at Dec. 31, 2018 | $ 15,000 | ||||||||
Balance, units at Dec. 31, 2018 | 41,936,219 | ||||||||
Balance at Dec. 31, 2018 | $ 3,548 | ||||||||
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201409Member | ||||||||
Corporate conversion | $ (15,000) | $ (3,548) | $ 68 | $ 18,480 | |||||
Corporate conversion, units | (23,551,834) | (41,936,219) | 67,889,013 | ||||||
Repurchase of Class B common stock | (40,816) | $ (2) | (40,814) | ||||||
Repurchase of Class B common stock, shares | (2,400,960) | ||||||||
Issuance of Class A common stock upon initial public offering, net of offering costs | 52,722 | $ 3 | 52,719 | ||||||
Issuance of Class A common stock upon initial public offering, net of offering costs, shares | 3,382,352 | ||||||||
Issuance of Class A common stock from exercise of stock options | 752 | 752 | |||||||
Issuance of Class A common stock from exercise of stock options, shares | 208,578 | ||||||||
Equity-based compensation | 2,067 | 2,067 | |||||||
Cumulative translation adjustment | 268 | 268 | |||||||
Net income | 35,667 | 35,667 | |||||||
Balance at Dec. 31, 2019 | 130,764 | $ 69 | 74,018 | 56,677 | |||||
Balance, shares at Dec. 31, 2019 | 69,078,983 | ||||||||
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units | 8,701 | $ 2 | 8,699 | ||||||
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units, shares | 2,317,723 | ||||||||
Equity-based compensation | 3,364 | 3,364 | |||||||
Cumulative translation adjustment | 486 | 486 | |||||||
Other | (41) | (41) | |||||||
Net income | 56,790 | 56,790 | |||||||
Balance at Dec. 31, 2020 | $ 200,064 | $ 71 | $ 86,040 | $ 113,953 | |||||
Balance, shares at Dec. 31, 2020 | 71,396,706 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Operating activities: | |||
Net income | $ 56,790 | $ 35,667 | $ 30,638 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,827 | 3,952 | 2,867 |
Equity-based compensation | 3,364 | 2,067 | 1,400 |
Deferred income taxes, net | 1,476 | (1,613) | (3,768) |
Changes in operating assets and liabilities: | |||
Accounts receivable | 130 | 586 | 361 |
Inventories | 8,985 | (15,623) | (26,046) |
Income taxes receivable | (9,928) | (761) | 3,708 |
Prepaid expenses and other current assets | 3,825 | 1,662 | (3,356) |
Other assets | 142 | 89 | (517) |
Accounts payable | 9,524 | 9,594 | 2,365 |
Income taxes payable | (275) | (447) | 917 |
Accrued expenses | 5,334 | 1,001 | 5,579 |
Returns reserve | (9,502) | 5,920 | 10,179 |
Other current liabilities | (919) | 3,963 | 2,328 |
Net cash provided by operating activities | 73,773 | 46,057 | 26,655 |
Investing activities: | |||
Purchases of property and equipment | (2,324) | (12,455) | (3,045) |
Net cash used in investing activities | (2,324) | (12,455) | (3,045) |
Financing activities: | |||
Proceeds from initial public offering, net of underwriting discounts paid | 57,077 | ||
Repurchase of Class B common stock upon corporate conversion | (40,816) | ||
Proceeds from borrowings on line of credit | 30,000 | ||
Repayment of borrowings on line of credit | (30,000) | (15,100) | |
Payment of deferred offering costs | (41) | (1,834) | (2,521) |
Proceeds from the exercise of stock options, net | 8,701 | 752 | |
Net cash provided by (used in) financing activities | 8,660 | 15,179 | (17,621) |
Effect of exchange rate changes on cash and cash equivalents | 486 | 268 | (208) |
Net increase in cash and cash equivalents | 80,595 | 49,049 | 5,781 |
Cash and cash equivalents, beginning of year | 65,418 | 16,369 | 10,588 |
Cash and cash equivalents, end of year | 146,013 | 65,418 | 16,369 |
Supplemental disclosure of cash flow information: | |||
Interest | 342 | 87 | |
Income taxes, net of refund | $ 11,950 | $ 14,324 | $ 9,673 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Revolve Group, Inc., or REVOLVE, is an online fashion retailer for Millennial and Generation Z consumers. Through our websites and mobile apps we deliver an aspirational customer experience from a vast, yet curated offering. Our dynamic platform connects a deeply engaged community of consumers, global fashion influencers, and emerging, established and owned brands. We are headquartered in Los Angeles County, California. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2. Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements include the balances of Revolve Group, Inc. and all of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Reorganization Historically, Revolve Group, Inc., formerly Advance Holdings, LLC, or Advance, included its wholly owned subsidiary Advance On March 15, 2018, we reorganized these entities, by contributing Twist and subsidiaries to Advance through an exchange of equity interests in Twist for additional equity interests in Advance, resulting in Advance becoming the parent and reporting entity of the consolidated group of companies. The exchange was done using an equity unit conversion ratio to ensure each Advance and Twist equity unit holder maintained the same intrinsic value before and after the exchange. The contribution The accompanying consolidated financial statements include the results of the new consolidated group as if the reorganization took place at the inception of the earliest period presented, January 1, 2018, under the principles of change in reporting entity guidance. Additionally, on March 15, 2018, Capretto exchanged its equity interest in FORWARD, for an equity interest in Advance in the form of 1,309,761 Class T Preferred units. This exchange took place at book value and at a conversion ratio to ensure that there was neither a gain nor loss upon issuance of equity by Advance to Capretto. As a result, the non-controlling interest in FORWARD was eliminated on this date. As further described in Note 8, Equity-based Compensation Impact of COVID-19 on Our Business The COVID-19 pandemic had a material adverse impact on our business operations and operating results for the year ended December 31, 2020. While the length and severity of the reduction and shift in consumer demand related to COVID-19 remains uncertain, we expect that our business operations and results of operations, including our net sales, will continue to be materially impacted in 2021. In particular, as a result of social distancing and stay-at-home orders around the world, demand for our largest product categories that are focused on social occasions has been significantly negatively impacted. Furthermore, during this time we are unable to host large-scale, in-person events that are key to driving awareness, traffic and new customers. In April 2020 we took aggressive actions to mitigate the effect of COVID-19 on our business by reducing non-payroll related operating costs and reducing payroll costs through a combination of pay cuts, employee furloughs and, to a lesser extent, layoffs. We also eliminated or deferred non-essential capital expenditures, significantly reduced planned inventory receipts by canceling or delaying orders, in addition to extending payment terms for both merchandise and non-merchandise vendor invoices. As our business operations and operating results improved in the second and third quarters of 2020, in part due to the easing of stay-at-home orders and other state-imposed restrictions on businesses, we began the process of bringing back certain furloughed employees and returned our corporate employees to their pre-COVID-19 salaries and wages. In addition, we accrued for discretionary bonuses related to our second, third and fourth quarter performance. By the end of the third quarter, all remaining employees were returned to their pre-COVID compensation levels. We also began to sequentially increase our inventory purchases and incur certain operating expenses to support the improving trends in consumer demand. Through our aggressive cost control and purchase commitment reductions, we were able to significantly increase the balance of our cash and cash equivalents during the year ended December 31, 2020. We believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect given the uncertainty of the COVID-19 pandemic, and we could exhaust our available financial resources sooner than we currently expect. Reverse Split On May 24, 2019, we effected a one-for-22.31 reverse split of all of our issued and outstanding Class T units and Class A units. All figures have been presented on the basis of the reverse split wherever applicable for all the periods presented in these consolidated financial statements. Corporate Conversion Prior to our initial public offering, or IPO, we operated as a Delaware limited liability company under the name Revolve Group, LLC. In connection with the IPO, Revolve Group, LLC converted into a Delaware corporation and changed its name to Revolve Group, Inc. so that the top-tier entity in our corporate structure was a corporation rather than a limited liability company, which we refer to as the Corporate Conversion. In conjunction with the Corporate Conversion, all of the outstanding Class T and Class A units of Revolve Group, LLC were converted into an aggregate of 67,889,013 shares of our Class B common stock. The holders of Class T units received an aggregate of 2,400,960 shares, representing the total preference amount for the Class T units. The remaining 65,488,053 shares of our Class B common stock were allocated on a pro rata basis to the Class T and Class A unitholders based on the number of units held by each holder. In connection with the Corporate Conversion, Revolve Group, Inc. holds all property and assets of Revolve Group, LLC and assumed all of the debts and obligations of Revolve Group, LLC. The members of the board of managers and the officers of Revolve Group, LLC became the members of the board of directors and the officers of Revolve Group, Inc. Initial Public Offering On June 7, 2019, we completed an IPO, in which we issued and sold 2,941,176 shares of our Class A common stock at a public offering price of $18.00 per share. We received approximately $45.8 million in net proceeds after deducting $3.3 million of underwriting discounts and approximately $3.8 million in offering costs. Upon the closing of the IPO, we used $40.8 million of the net proceeds from the offering to repurchase an aggregate of 2,400,960 shares of Class B common stock held by TSG6 L.P. and certain of its affiliates, or TSG, and Capretto. In June 2019, we issued and sold an additional 441,176 shares of Class A common stock at a price of $18.00 per share following the underwriters’ exercise of their option to purchase additional shares and received proceeds of $7.5 million, net of underwriting discounts and commissions of $0.5 million. In connection with the IPO, 10,147,059 Class B shares were converted into Class A shares by the selling stockholders. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include: the allowance for sales returns, the valuation of deferred tax assets, inventory, equity ‑ Deferred Offering Costs Deferred offering costs of $3.8 million, which consisted of direct incremental legal, consulting, accounting fees and other direct costs relating to the IPO, were capitalized and offset against proceeds upon the consummation of the IPO, which became effective on June 6, 2019. In the third and fourth quarters of 2019, we paid an additional $0.5 million in offering costs. Net Sales On January 1, 2019 we adopted Accounting Standard Update (ASU) No. 2014-09, Revenue from Contacts with Customers (Topic 606) As a result of applying ASC 606, the impact to our consolidated balance sheet as of December 31, 2019 was as follows (in thousands): December 31, 2019 As reported Impact due to ASC 606 Without adoption Assets: Inventory $ 104,257 $ 13,586 $ 117,843 Prepaid expenses and other current assets 24,155 (12,989 ) 11,166 Total assets 232,290 597 232,887 Liabilities: Other current liabilities 16,740 3,149 19,889 Total current liabilities 101,526 3,149 104,675 Stockholders' equity: Retained earnings 56,677 (2,552 ) 54,125 Total liabilities and stockholders’ equity 232,290 597 232,887 As a result of applying Topic 606, the impact to our consolidated statements of income for the year ended December 31, 2019 was as follows (in thousands): Year ended December 31, 2019 As reported Impact due to ASC 606 Without adoption Net sales $ 600,993 $ (2,389 ) $ 598,604 Selling and distribution 87,706 123 87,829 Net income 35,667 (2,266 ) 33,401 As a result of applying Topic 606, the impact to our consolidated statements of cash flows for the year ended December 31, 2019 was not material. Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue. Prior to the adoption of ASC 606 on January 1, 2019, revenue was recognized when all of the following criteria were satisfied in accordance with the then applicable accounting literature: (1) persuasive evidence of an arrangement existed; (2) the sales price was fixed or determinable; (3) collectability was reasonably assured; and (4) the product had been shipped and title passed to the customer. These criteria were met when the customer ordered an item, the customer’s credit card had been charged, and the item was fulfilled and shipped to the customer. In accordance with ASC 606, we now recognize revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. A contract is created with our customer at the time the order is placed by the customer, which creates a single performance obligation to deliver the product to the customer. We recognize revenue for our single performance obligation at the time control of the merchandise passes to the customer, which is at the time of shipment. In addition, we have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. In March 2020 we launched the REVOLVE Loyalty Club within the REVOLVE segment. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 REVOLVE Reward once In accordance with our policy on returns and exchanges, merchandise returns are accepted for full refund if returned within 30 days The following table presents a rollforward of our sales return reserve for the years ended December 31, 2020, 2019, and 2018 (in thousands): December 31, 2020 2019 2018 Beginning balance $ 35,104 $ 29,184 $ 19,005 Returns (489,712 ) (691,953 ) (530,824 ) Provisions 480,210 697,873 541,003 Ending balance $ 25,602 $ 35,104 $ 29,184 We may also issue store credit in lieu of cash refunds or exchanges and sell gift cards without expiration dates to our customers. Store credits issued and proceeds from the issuance of gift cards are recorded as deferred revenue and recognized as revenue when the store credit or gift cards are redeemed or, as a result of the adoption of ASC 606, upon inclusion in our store credit and gift card breakage estimates. Revenue recognized in net sales on breakage on store credit and gift cards was $1.3 million and $2.4 million for the years ended December 31, 2020 and 2019, respectively. In the third quarter of 2019, our breakage revenue increased as the result of a change in our breakage rate estimate which is periodically updated based on historical redemption patterns. We did not recognize any revenue related to unredeemed gift cards or store credits in 2018. Sales taxes and duties collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. We currently collect sales taxes in all states that have adopted laws imposing sales tax collection obligations on out-of-state retailers and are subject to audits by state governments of sales tax collection obligations on out-of-state retailers in jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively. No significant interest or penalties related to sales taxes are recognized in the accompanying consolidated financial statements. We have exposure to losses from fraudulent credit card charges. We record losses when incurred related to these fraudulent charges as amounts have historically been insignificant. See Note 10, Segment Information Cost of Sales Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight‑in, defective merchandise returned from customers, receiving costs, inventory write-offs and defective merchandise, and other miscellaneous shrinkage. Fulfillment Fulfillment expenses primarily consist of those costs incurred in operating and staffing the fulfillment center, including costs attributable to inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment. Fulfillment expenses also includes the cost of warehousing facilities. Selling and Distribution Selling and distribution expenses consist of customer service, shipping and other transportation costs incurred delivering merchandise to customers and customers returning merchandise, merchant processing fees and shipping supplies. The amount of shipping and handling costs included in selling and distribution is $52.3 million, $57.0 million, and $47.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. Marketing Marketing expenses are expensed as incurred and consist primarily of targeted online performance marketing costs, such as retargeting, paid search/product listing ads, paid social, affiliate marketing, search engine optimization, personalized email marketing and mobile “push” communications through our app. Marketing expenses also include brand marketing investments, including events, fees paid to influencers, and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining the customer base. General and Administrative General and administrative expenses consist primarily of payroll and related benefit costs and equity‑based compensation expense for employees involved in general corporate functions including merchandising, marketing, studio and technology, as well as costs associated with the use by these functions of facilities and equipment, including depreciation, rent and other occupancy expenses. Earnings (Net Loss) per Share Basic earnings (net loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (net loss) per share represents net income (loss) divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and restricted stock units (RSUs). See Note 9, Earnings (Net Loss) per Share Cash and Cash Equivalents We maintain the majority of our cash and cash equivalents in money market funds and checking accounts with major financial institutions within the United States. Deposits in these institutions may exceed federally insured limits. Accounts Receivable, Net Accounts receivable are composed primarily of amounts due from financial institutions related to credit card sales. We do not maintain an allowance for doubtful accounts related to these receivables as payment is typically received in full within a few business days after the sale. We carry the remaining portion of accounts receivable at invoiced amounts less allowances for doubtful accounts and other deductions. Allowance for doubtful accounts was insignificant at both December 31, 2020 and 2019. Management evaluates the ability to collect accounts receivable based on a combination of factors. An allowance for doubtful accounts is maintained based on the length of time receivables are past due and the status of a customer’s financial position. Receivables are written off in the period deemed uncollectible after collection efforts have proven unsuccessful. We do not accrue interest on our trade receivables. Inventory Inventories are stated at the lower of cost and net realizable value. Cost is determined using the specific identification method. Cost of inventory includes import duties and other taxes and transport and handling costs. We write down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. We analyze the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume, the expected sales price and the cost of making the sale when evaluating the value of our inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of expected merchandise returns net of related costs, Property and Equipment, Net Property and equipment are stated at cost Depreciation is calculated on the straight‑line method over the estimated useful lives of the assets. The estimated useful lives of equipment and fixtures, and leasehold improvements range from three to five years or if shorter, the remaining lease term for leasehold improvements. The estimated useful life of our capitalized software is three years. Impairment of Long-Lived Assets We review long‑lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. This determination includes evaluation of factors such as future asset utilization and future net undiscounted cash flows expected to result from the use of the assets. If circumstances require a long‑lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long‑lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. No impairment losses were recognized during the years ended December 31, 2020, 2019, and 2018. Goodwill Goodwill represents the excess of acquisition cost over the fair value of the related net assets acquired and is not subject to amortization. As of December 31, 2020 and 2019, we had goodwill of $2.0 million. We review our goodwill annually for impairment or when circumstances indicate its carrying value may not be recoverable. We perform this evaluation at the reporting unit level, comprised of the principle business units within our REVOLVE segment, through the application of a two-step fair value test. We have the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If we conclude it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then there is no need to perform the two-step impairment test. The first step in the two-step test compares the carrying value of the reporting unit to its estimated fair value, which is based on the expected present value of future cash flows (income approach), comparable public companies and acquisitions (market approach) or a combination of both. If fair value is lower than the carrying value, then a second step is performed to quantify the amount of the impairment. We perform our annual impairment review of goodwill at December 31, and when a triggering event occurs between annual impairment tests. No goodwill impairment was recorded for the years ended December 31, 2020, 2019, and 2018. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are recorded net on the face of the balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more-likely than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Deferred tax assets are recognized to the extent it is believed that these assets are more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more-likely than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax‑planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more‑likely than‑not that we will realize the benefits of these deductible differences, net of the valuation allowance. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. Equity-based Compensation We measure equity-based compensation expense associated with the awards granted based on their estimated fair values at the grant date. For awards with service conditions only, equity-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recorded as they occur. See Note 8, Equity-based Compensation We have historically granted options that contain performance conditions. The performance conditions for these awards have been met and the expense associated with these awards has been fully recognized. Employee Benefit Plan We sponsor a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service. We have the ability to make discretionary contributions to the 401(k) plan but have not done so to date. Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. Fair Value Measurements We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The carrying amounts for our cash and cash equivalents, accounts receivable, accounts payable, line of credit and accrued expenses approximate fair value due to their short-term maturities. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full-term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Our cash equivalents are comprised of money market funds, which are valued based on Level 1 inputs consisting of quoted prices in active markets. Our cash equivalents as of December 31, 2020 and 2019 were $117.9 million and $37.6 million, respectively. Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. Related Party Transactions TSG is a related party of TSG6 L.P., a former investor in our Company. We incurred $0.5 million and $0.3 million of management fees from TSG for the years ended December 31, 2019 and 2018, respectively. There were no management fees incurred from TSG for the year ended December 31, 2020. Upon the closing of our IPO, our management agreement with TSG was terminated. There were no amounts owed to TSG as of December 31, 2020 and 2019. As of December 31, 2020, TSG6 L.P. is no longer an investor in our Company. Certain Risks and Concentrations We are subject to certain risks, including dependence on third‑party technology providers and hosting services for our website servers, exposure to risks associated with online commerce security, credit card fraud, as well as the interpretation of state and local laws and regulations in regards to the collection and remittance of sales and use taxes. We do not have significant vendor concentrations. Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we meet the definition of an emerging growth company. We have elected to use this extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an emerging growth company until the earliest of (1) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter, (2) the end of the fiscal year in which we have total annual gross revenues of $1.07 billion or more during such fiscal year, (3) the date on which we issue more than $1.0 billion in non-convertible debt in a three-year period, or (4) the end of the fiscal year in which the fifth anniversary of our IPO occurs. Accounting Pronouncements Not Yet Effective In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets, Net | Note 3. Goodwill and Other Intangible Assets, Net The carrying value of goodwill as of December 31, 2020 and 2019, was $2.0 million. No goodwill impairment was recorded for the years ended December 31, 2020, 2019 and 2018. The gross amounts and accumulated amortization of our acquired identifiable intangible assets with finite useful lives as of December 31, 2020 and 2019, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows (in thousands): December 31, Useful life 2020 2019 Customer relationships 3 – 6 years $ 381 $ 381 Trademarks (1) 4 – 10 years 3,148 3,034 Total intangible assets 3,529 3,415 Less accumulated amortization (2,269 ) (1,958 ) Total intangible assets, net $ 1,260 $ 1,457 (1) Includes $1.2 million of pending trademarks not subject to amortization as of both December 31, 2020 and 2019. Our amortization expense for acquired identifiable intangible assets with finite useful lives was $0.3 million for each of the years ended December 31, 2020, 2019, and 2018. Future estimated amortization expense for acquired identifiable intangible assets is as follows (in thousands): Amortization Expense Year ending December 31: 2021 $ 28 2022 28 2023 8 2024 7 2025 6 Thereafter 16 Total amortization expense $ 93 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net is summarized as follows (in thousands): December 31, 2020 2019 Office and warehouse equipment and fixtures $ 14,195 $ 13,566 Computer equipment and capitalized software 7,839 6,287 Leasehold improvements 3,432 3,411 Other 397 523 Total property and equipment 25,863 23,787 Less accumulated depreciation and amortization (14,652 ) (10,270 ) Total property and equipment, net $ 11,211 $ 13,517 Total depreciation and amortization expense for the years ended December 31, 2020, 2019 and 2018 was $4.5 million, $3.6 million, and $2.5 million, respectively. For the years ended December 31, 2020, 2019 and 2018, $2.4 million, $2.2 million, and $2.2 million, respectively, was recorded in general and administrative expense and $2.1 million, $1.4 million, and $0.3 million, respectively, was recorded in fulfillment expense in the accompanying consolidated statements of income. |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 5. Line of Credit On March 23, 2016, we entered into a line of credit agreement with Bank of America, N.A, with an expiration date of March 23, 2021. The line of credit provides us with up to $75.0 million aggregate principal in revolver borrowings, based on eligible inventory and accounts receivable less reserves. Borrowings under the credit agreement accrue interest, at our option, at (1) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate and (c) the LIBOR rate plus 1.00%, in each case plus a margin ranging from 0.25% to 0.75%, or (2) an adjusted LIBOR rate plus a margin ranging from 1.25% to 1.75%. No borrowings were outstanding as of December 31, 2020 or 2019. We are also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee. The credit agreement also permits us, in certain circumstances, to request an increase in the facility by an additional amount of up to $25.0 million (in an initial minimum amount of $10 million and in increments of $5 million thereafter) at the same maturity, pricing and other terms. Our obligations under the credit agreement are secured by substantially all of our assets. The credit agreement also contains customary covenants restricting our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter in transactions involving related parties, obtain letters of credit, incur indebtedness or grant liens or negative pledges on our assets, make loans or make other investments. Under the covenants, we are prohibited from paying cash dividends with respect to our capital stock. We were in compliance with all covenants as of December 31, 2020 and 2019. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Contingencies We record a loss contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. We also disclose material contingencies when we believe a loss is not probable but reasonably possible. Accounting for contingencies requires us to use judgment related to both the likelihood of a loss and the estimate of the amount or range of loss. Although we cannot predict with assurance the outcome of any litigation or tax matters, we do not believe there are currently any such actions that, if resolved unfavorably, would have a material impact on our operating results, financial position and cash flows. Indemnifications In the ordinary course of business, we may provide indemnifications of varying scope and terms to vendors, directors, officers and other parties with respect to certain matters. We have not incurred any material costs as a result of such indemnifications and have not accrued any liabilities related to such obligations in our consolidated financial statements. Tax Contingencies We are subject to income taxes in the United States and the United Kingdom (UK). Significant judgment is required in evaluating our tax positions and determining our provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax-related uncertainties based on estimates or whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. Our provision for income taxes does not include any reserve provision because we believe that all of our tax positions are highly certain. Legal Proceedings We are a defendant in a purported class action lawsuit filed in the Superior Court of California, Los Angeles County, which was filed in May 2019, arising from employee wage-and-hour claims under California law for alleged meal period, rest period, payment of wages at separation, wage statement violations, and unfair business practices. On January 6, 2020, we and the individual defendant in the case entered into a binding memorandum of understanding to settle the case. In December 2019, we accrued approximately $1.0 million Leases We lease office and warehouse space and equipment used in connection with our operations under various operating leases, some of which provide for rental payments on a graduated basis, rent holidays and other incentives. At the inception of the lease, we evaluate each agreement to determine whether the lease will be accounted for as an operating or capital lease. We record rent expense on a straight‑line basis over the lease period. Any lease incentives are recognized as reductions of rental expense on a straight‑line basis over the term of the lease. Rental expense was $4.7 million, $5.4 million and $3.6 million for the years ended December 31, 2020, 2019 and 2018, respectively, and is included in fulfillment expenses and general and administrative expenses in the accompanying consolidated statements of income. Rental expense included in fulfillment expenses was $2.8 million, $3.2 million and $1.7 million for the years ended December 31, 2020, 2019 and 2018, respectively. Rental expense included in general and administrative expenses was $1.9 million, $2.2 million and $1.9 million, respectively, for the years ended December 31, 2020, 2019 and 2018, respectively. Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2020 are as follows (in thousands): Operating Leases Year ending December 31: 2021 $ 4,802 2022 3,201 2023 3,197 2024 — 2025 — Total minimum lease payments $ 11,200 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 7. Income Taxes The components of the provision for income tax expense (benefit) are as follows (in thousands): December 31, 2020 Current Deferred Total U.S. federal $ 975 $ 926 $ 1,901 State and local 381 550 931 Foreign 450 — 450 $ 1,806 $ 1,476 $ 3,282 December 31, 2019 Current Deferred Total U.S. federal $ 8,446 $ (700 ) $ 7,746 State and local 4,218 (913 ) 3,305 Foreign 449 — 449 $ 13,113 $ (1,613 ) $ 11,500 December 31, 2018 Current Deferred Total U.S. federal $ 9,877 $ (2,847 ) $ 7,030 State and local 3,867 (921 ) 2,946 Foreign 553 — 553 $ 14,297 $ (3,768 ) $ 10,529 The components of net deferred tax assets (liabilities) are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Accrued liabilities, reserves and other $ 8,775 $ 11,152 UNICAP 2,513 3,310 Tax basis goodwill 1,791 2,121 Investment in FORWARD 2,528 2,753 Equity-based compensation 1,693 1,371 Deferred revenue 1,319 1,229 Net operating loss 28 786 Gross deferred tax assets 18,647 22,722 Valuation allowance (28 ) (786 ) Deferred tax assets, net of valuation allowance 18,619 21,936 Deferred tax liabilities: Accrued expenses and reserves (2,317 ) (4,364 ) State taxes (585 ) (53 ) Depreciation (1,903 ) (2,146 ) Intangible assets - (83 ) Total gross deferred liabilities (4,805 ) (6,646 ) Net deferred tax assets $ 13,814 $ 15,290 As of December 31, 2020 and 2019, we had gross federal and state operating loss carryforwards of $0.2 million and $5.4 million, respectively. If not utilized, these losses will begin to expire in 2034. For the year ended December 31, 2020, the valuation allowance was insignificant. For the year ended December 31, 2019, we recorded the valuation allowance of $0.8 million, on the net operating loss carryforwards deferred tax asset, as management concluded that it was more-likely than-not that the asset would not be realized. Our effective tax rate was different than the statutory U.S. federal income tax rate for the following reasons: December 31, 2020 2019 2018 Computed “expected” tax expense 21.0 % 21.0 % 21.0 % Valuation allowance (1.0 ) (1.1 ) 0.2 State and local income taxes, net of federal tax benefit 1.2 5.8 5.7 Foreign-derived intangible income (0.2 ) (1.3 ) (1.6 ) Permanent items 0.5 1.2 1.3 Equity-based compensation (15.9 ) (1.2 ) — Other (0.1 ) — (1.0 ) 5.5 % 24.4 % 25.6 % For the years ended December 31, 2020, 2019 and 2018, we filed a consolidated federal and state income tax return for Revolve Group, Inc. We believe that there are no uncertain tax positions that would impact the accompanying consolidated financial statements. We do not anticipate there will be a material change in our recognition of uncertain tax positions in the next 12 months. The tax years ended December 31, 2017 through 2020 remain subject to possible examination by the Internal Revenue Service and possible examination by state tax jurisdictions. No interest or penalties related to income taxes are recognized in the accompanying consolidated financial statements. |
Equity-based Compensation
Equity-based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity-based Compensation | Note 8. Equity-based Compensation In 2013, Twist and Advance adopted equity incentive plans, which we refer to collectively as the 2013 Plan, pursuant to which the board of managers could grant options to purchase Class A units to officers and employees. Options could be granted with an exercise price equal to or greater than the unit’s fair value at the date of grant. All issued awards have 10 year terms and generally vest and become fully exercisable annually over five years of service from the date of grant. Awards will become fully vested upon the sale of the company. On March 15, 2018, in connection with the reorganization described in Note 2, Significant Accounting Policies Significant Accounting Policies Upon the effectiveness of the Corporate Conversion on June 6, 2019, as discussed in Note 2, Significant Accounting Policies In September 2018, the board of directors adopted the 2019 Equity Incentive Plan, or the 2019 Plan, which became effective in June 2019. Under the 2019 Plan, a total of 4,500,000 shares of our Class A common stock are reserved for issuance as options, stock appreciation rights, restricted stock, restricted stock units, or RSUs, performance units or performance shares. Upon the completion of our IPO, the 2019 Plan replaced the 2013 Plan, however, the 2013 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under that plan. The number of shares that will be available for issuance under our 2019 Plan also will increase annually on the first day of each year beginning in 2020, in an amount equal to the least of: (1) 6,900,000 shares, (2) 5% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding year and (3) such other amount as our board of directors may determine. All future grants going forward will be issued under the 2019 Plan. As of December 31, 2020, approximately 3.0 million common shares remain available for future issuance under the 2019 Plan. On January 1, 2021, the number of shares available under the 2019 Plan was increased by 2.0 million shares to approximately 5.0 million shares. The grant-date fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model. The Black-Scholes option pricing model requires inputs such as expected term, fair value per unit of our Class A shares, expected volatility and risk-free interest rate. These inputs are subjective and generally require significant analysis and judgment to develop. We utilized the simplified method for calculating expected term for the years ended December 31, 2020, 2019 and 2018 as there was no exercise history prior to our IPO, using the average of the vesting period and the contractual life of the option. The dividend yield is 0%, as we have not paid, nor do we expect to pay, dividends. The risk-free interest rate is based on the implied yield available on U.S. Treasury issues with an equivalent remaining term. Expected volatility is estimated based on the average historical volatility of similar entities with publicly traded shares. For the options granted during 2018 and 2019, we relied on valuations of our Class A shares prepared by an independent third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants 2013 Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, the results of which were aligned with our internal valuation approach. For the options granted during 2020, the fair value is based on observable market prices All historical data presented in the tables within this footnote have been recast to retroactively reflect all share and per share data of options as if they had been issued by Revolve Group, Inc. and that both the reverse split and Corporate Conversion had occurred. See Note 2, Significant Accounting Policies, The weighted average assumptions for the grants in the years ended December 31, 2020, 2019 and 2018 are provided in the following table: December 31, 2020 2019 2018 Valuation assumptions: Expected dividend yield — % — % — % Expected volatility 40.2 % 37.3 % 43.4 % Expected term (years) 6.5 6.5 6.5 Risk-free interest rate 0.6 % 2.4 % 2.6 % Option activity under the 2013 and 2019 Plans is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (000's) Balance at January 1, 2020 4,916,074 $ 6.30 5.6 $ 59,368 Granted 1,720,092 10.21 9.2 Exercised (2,312,630 ) 3.77 — Forfeited (192,615 ) 9.36 — Expired (9,696 ) 15.62 — Balance at December 31, 2020 4,121,225 9.20 7.0 87,842 Exercisable at December 31, 2020 1,605,207 6.62 4.7 38,351 Vested and expected to vest 4,121,225 9.20 7.0 87,842 RSU award activity under the 2019 Plan is as follows: Class A Common Stock Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (000's) Unvested at January 1, 2020 13,130 $ 19.04 3.6 $ 242 Granted 12,742 15.70 0.4 — Vested (5,732 ) 22.68 Forfeited — — Unvested at December 31, 2020 20,140 15.89 1.2 628 There were 1,720,092 options and 12,742 RSUs granted during the year ended December 31, 2020. The weighted average grant-date fair value of options and RSUs granted during the year ended December 31, 2020 was $10.21 per share and $15.70 per share, respectively. As of December 31, 2020, there was $11.5 million of total unrecognized compensation cost related to unvested options and RSUs granted under the 2013 Plan and 2019 Plan, which is expected to be recognized over a weighted average service period of 3.7 years. Equity‑based compensation cost that has been included in general and administrative expense in the accompanying consolidated statements of income amounted to $3.4 million, $2.1 million, and $1.4 million for the years ended December 31, 2020, 2019, and 2018 respectively. An excess income tax benefit of $9.6 million and $0.6 million was recognized in the consolidated statements of income for equity‑based compensation arrangements for the years ended December 31, 2020 and 2019, respectively. There was no such excess income tax benefit recognized in the consolidated statements of income for the year ended December 31, 2018. |
Earnings (Net Loss) per Share
Earnings (Net Loss) per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Earnings (Net Loss) per Share | Note 9. Earnings (Net Loss) per Share Basic and diluted earnings (net loss) per share is presented in conformity with the two-class method required for participating securities and multiple classes of common stock. We considered the Class T preferred units, which were outstanding prior to the Corporate Conversion, to be a participating security. In connection with our IPO, we established two classes of authorized common stock: Class A common stock and Class B common stock. The rights of the holders of Class A and Class B common stock are identical, except for voting and conversion rights. Each share of Class A common stock is entitled to one vote per share. Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock. Undistributed earnings allocated to the Class T preferred units are subtracted from net income in determining net income attributable to common stockholders. Basic earnings (net loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. As a participating security, the Class T preferred units are excluded from basic weighted-average common shares outstanding. Diluted earnings (net loss) per share represents net income (loss) divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and RSUs. For the year ended December 31, 2019, our potential dilutive shares relating to stock options and RSUs were not included in the computation of diluted earnings (net loss) per share as the effect of including these shares in the calculation would have been anti-dilutive. The undistributed earnings (net losses) are allocated based on the participation rights of Class A and Class B common shares as if the earnings for the year have been distributed and losses allocated. As the liquidation and dividend rights are identical for both classes, the undistributed earnings are allocated on a proportionate basis. For the calculation of basic and diluted earnings (net loss) per share for the year ended December 31, 2019, the $40.8 million of Class B shares issued and subsequently repurchased in connection with our IPO to satisfy the total preference amount for the Class T Units is treated as a dividend and subtracted from net income available to common stockholders on a proportionate basis. In addition, the net losses for the year ended December 31, 2019 were not allocated to our participating security as the Class T preferred units were not contractually obligated to share in the Company’s losses. Basic and diluted earnings (net loss) per share and the weighted-average shares outstanding have been computed for all periods shown below to give effect to the reverse split, the Corporate Conversion, and the repurchase of Class B shares that occurred in connection with our IPO. See Note 2, Significant Accounting Policies The following table presents the calculation of basic and diluted earnings (net loss) per share: Year Ended 2020 2019 2018 Class A Class B Class A Class B Class B Numerator Net income $ 16,165 $ 40,625 $ 4,805 $ 30,862 $ 30,638 Net loss attributable to non-controlling interest — — — — 47 Repurchase of Class B common stock — — (5,499 ) (35,317 ) — Net income (loss) attributable to common stockholders - basic 16,165 40,625 (694 ) (4,455 ) 30,685 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 40,625 — — — — Reallocation of undistributed earnings to Class B shares — 513 — — (10,957 ) Net income (loss) attributable to common stockholders - diluted $ 56,790 $ 41,138 $ (694 ) $ (4,455 ) $ 19,728 Denominator Weighted average shares used to compute earnings (net loss) per share — basic 19,861 49,912 7,719 49,575 41,936 Conversion of Class B to Class A common shares outstanding 49,912 — — — — Effect of dilutive stock options and RSUs 2,285 2,285 — — 2,648 Weighted average number of shares used to compute earnings (net loss) per share — diluted 72,058 52,197 7,719 49,575 44,584 Earnings (net loss) per share: Basic $ 0.81 $ 0.81 $ (0.09 ) $ (0.09 ) $ 0.47 Diluted $ 0.79 $ 0.79 $ (0.09 ) $ (0.09 ) $ 0.44 The following have been excluded from the computation of basic and diluted earnings (net loss) per share as their effect would have been anti-dilutive (in thousands): Years Ended December 31, 2020 2019 2018 Stock options to purchase common shares and RSUs 4,130 4,917 1,162 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Segment Information | Note 10. Segment Information We have two reportable segments, REVOLVE and FORWARD, each offering apparel, shoes, accessories, and beauty products available for sale to customers through their respective websites. Our reportable segments have been identified based on how our chief operating decision makers manage our business, make operating decisions, and evaluate operating performance. Our chief operating decision makers are our co-chief executive officers. We evaluate the performance of our reportable segments based on net sales and gross profit. Management does not evaluate the performance of our reportable segments using asset measures. During the years ended December 31, 2020, 2019 and 2018, no customer represented over 10% of net sales. The following table summarizes our net sales and gross profit for each of our reportable segments (in thousands): Years Ended December 31, 2020 2019 2018 Net sales REVOLVE $ 500,898 $ 527,251 $ 433,548 FORWARD 79,751 73,742 65,191 Total $ 580,649 $ 600,993 $ 498,739 Gross profit REVOLVE $ 272,018 $ 292,042 $ 241,061 FORWARD 33,262 29,911 24,245 Total $ 305,280 $ 321,953 $ 265,306 All of our long-lived assets and goodwill are located in the United States as of the years ended December 31, 2020, 2019 and 2018. The following table lists net sales by geographic area (in thousands): Years Ended December 31, 2020 2019 2018 United States $ 467,515 $ 502,882 $ 409,320 Rest of the world (1) 113,134 98,111 89,419 Total net sales $ 580,649 $ 600,993 $ 498,739 (1) No individual country exceeded 10% of total net sales for any period presented. The following tables summarize net sales and percentage of net sales by product category for the years ended December 31, 2020, 2019 and 2018 (in thousands): Years Ended December 31, 2020 2019 2018 Net sales Fashion apparel $ 321,445 $ 312,288 $ 271,158 Dresses 130,828 177,689 142,214 Handbags, shoes and accessories 95,210 84,773 64,546 Beauty 24,393 11,444 8,603 Other (1) 8,773 14,799 12,218 Total net sales $ 580,649 $ 600,993 $ 498,739 As a percentage of net sales Fashion apparel 55 % 52 % 54 % Dresses 23 % 30 % 29 % Handbags, shoes and accessories 16 % 14 % 13 % Beauty 4 % 2 % 2 % Other (1) 2 % 2 % 2 % Total net sales 100 % 100 % 100 % (1) Includes deferred revenue, shipping revenue and other revenue. |
Detail of Certain Balance Sheet
Detail of Certain Balance Sheet Accounts | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Detail of Certain Balance Sheet Accounts | Note 11. Detail of Certain Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2020 2019 Expected merchandise returns, net $ 9,585 $ 12,989 Advanced payments on inventory to be delivered from vendors 5,224 4,605 Prepaid insurance 1,425 1,858 Prepaid rent 476 381 Prepaid packaging 375 393 Other 3,245 3,929 Total prepaid expenses and other current assets $ 20,330 $ 24,155 Accrued Expenses Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Salaries and related benefits $ 9,158 $ 4,275 Marketing 6,463 6,127 Selling and distribution 3,379 3,360 Sales taxes 2,750 3,023 Other 2,983 2,614 Total accrued expenses $ 24,733 $ 19,399 Other Current Liabilities Other current liabilities consist of the following (in thousands): December 31, 2020 2019 Store credit $ 10,068 $ 10,080 Gift cards 2,158 2,133 Other 3,595 4,527 Total other current liabilities $ 15,821 $ 16,740 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States, or GAAP, and applicable rules and regulations of the Securities and Exchange Commission. The accompanying consolidated financial statements include the balances of Revolve Group, Inc. and all of its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Reorganization | Reorganization Historically, Revolve Group, Inc., formerly Advance Holdings, LLC, or Advance, included its wholly owned subsidiary Advance On March 15, 2018, we reorganized these entities, by contributing Twist and subsidiaries to Advance through an exchange of equity interests in Twist for additional equity interests in Advance, resulting in Advance becoming the parent and reporting entity of the consolidated group of companies. The exchange was done using an equity unit conversion ratio to ensure each Advance and Twist equity unit holder maintained the same intrinsic value before and after the exchange. The contribution The accompanying consolidated financial statements include the results of the new consolidated group as if the reorganization took place at the inception of the earliest period presented, January 1, 2018, under the principles of change in reporting entity guidance. Additionally, on March 15, 2018, Capretto exchanged its equity interest in FORWARD, for an equity interest in Advance in the form of 1,309,761 Class T Preferred units. This exchange took place at book value and at a conversion ratio to ensure that there was neither a gain nor loss upon issuance of equity by Advance to Capretto. As a result, the non-controlling interest in FORWARD was eliminated on this date. As further described in Note 8, Equity-based Compensation |
Impact of COVID-19 on Our Business | Impact of COVID-19 on Our Business The COVID-19 pandemic had a material adverse impact on our business operations and operating results for the year ended December 31, 2020. While the length and severity of the reduction and shift in consumer demand related to COVID-19 remains uncertain, we expect that our business operations and results of operations, including our net sales, will continue to be materially impacted in 2021. In particular, as a result of social distancing and stay-at-home orders around the world, demand for our largest product categories that are focused on social occasions has been significantly negatively impacted. Furthermore, during this time we are unable to host large-scale, in-person events that are key to driving awareness, traffic and new customers. In April 2020 we took aggressive actions to mitigate the effect of COVID-19 on our business by reducing non-payroll related operating costs and reducing payroll costs through a combination of pay cuts, employee furloughs and, to a lesser extent, layoffs. We also eliminated or deferred non-essential capital expenditures, significantly reduced planned inventory receipts by canceling or delaying orders, in addition to extending payment terms for both merchandise and non-merchandise vendor invoices. As our business operations and operating results improved in the second and third quarters of 2020, in part due to the easing of stay-at-home orders and other state-imposed restrictions on businesses, we began the process of bringing back certain furloughed employees and returned our corporate employees to their pre-COVID-19 salaries and wages. In addition, we accrued for discretionary bonuses related to our second, third and fourth quarter performance. By the end of the third quarter, all remaining employees were returned to their pre-COVID compensation levels. We also began to sequentially increase our inventory purchases and incur certain operating expenses to support the improving trends in consumer demand. Through our aggressive cost control and purchase commitment reductions, we were able to significantly increase the balance of our cash and cash equivalents during the year ended December 31, 2020. We believe that our existing cash and cash equivalents and cash flows from operations will be sufficient to meet our anticipated cash needs for at least the next 12 months. However, our liquidity assumptions may prove to be incorrect given the uncertainty of the COVID-19 pandemic, and we could exhaust our available financial resources sooner than we currently expect. |
Reverse Split | Reverse Split On May 24, 2019, we effected a one-for-22.31 reverse split of all of our issued and outstanding Class T units and Class A units. All figures have been presented on the basis of the reverse split wherever applicable for all the periods presented in these consolidated financial statements. |
Corporate Conversion | Corporate Conversion Prior to our initial public offering, or IPO, we operated as a Delaware limited liability company under the name Revolve Group, LLC. In connection with the IPO, Revolve Group, LLC converted into a Delaware corporation and changed its name to Revolve Group, Inc. so that the top-tier entity in our corporate structure was a corporation rather than a limited liability company, which we refer to as the Corporate Conversion. In conjunction with the Corporate Conversion, all of the outstanding Class T and Class A units of Revolve Group, LLC were converted into an aggregate of 67,889,013 shares of our Class B common stock. The holders of Class T units received an aggregate of 2,400,960 shares, representing the total preference amount for the Class T units. The remaining 65,488,053 shares of our Class B common stock were allocated on a pro rata basis to the Class T and Class A unitholders based on the number of units held by each holder. In connection with the Corporate Conversion, Revolve Group, Inc. holds all property and assets of Revolve Group, LLC and assumed all of the debts and obligations of Revolve Group, LLC. The members of the board of managers and the officers of Revolve Group, LLC became the members of the board of directors and the officers of Revolve Group, Inc. |
Initial Public Offering | Initial Public Offering On June 7, 2019, we completed an IPO, in which we issued and sold 2,941,176 shares of our Class A common stock at a public offering price of $18.00 per share. We received approximately $45.8 million in net proceeds after deducting $3.3 million of underwriting discounts and approximately $3.8 million in offering costs. Upon the closing of the IPO, we used $40.8 million of the net proceeds from the offering to repurchase an aggregate of 2,400,960 shares of Class B common stock held by TSG6 L.P. and certain of its affiliates, or TSG, and Capretto. In June 2019, we issued and sold an additional 441,176 shares of Class A common stock at a price of $18.00 per share following the underwriters’ exercise of their option to purchase additional shares and received proceeds of $7.5 million, net of underwriting discounts and commissions of $0.5 million. In connection with the IPO, 10,147,059 Class B shares were converted into Class A shares by the selling stockholders. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include: the allowance for sales returns, the valuation of deferred tax assets, inventory, equity ‑ |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs of $3.8 million, which consisted of direct incremental legal, consulting, accounting fees and other direct costs relating to the IPO, were capitalized and offset against proceeds upon the consummation of the IPO, which became effective on June 6, 2019. In the third and fourth quarters of 2019, we paid an additional $0.5 million in offering costs. |
Net Sales | Net Sales On January 1, 2019 we adopted Accounting Standard Update (ASU) No. 2014-09, Revenue from Contacts with Customers (Topic 606) As a result of applying ASC 606, the impact to our consolidated balance sheet as of December 31, 2019 was as follows (in thousands): December 31, 2019 As reported Impact due to ASC 606 Without adoption Assets: Inventory $ 104,257 $ 13,586 $ 117,843 Prepaid expenses and other current assets 24,155 (12,989 ) 11,166 Total assets 232,290 597 232,887 Liabilities: Other current liabilities 16,740 3,149 19,889 Total current liabilities 101,526 3,149 104,675 Stockholders' equity: Retained earnings 56,677 (2,552 ) 54,125 Total liabilities and stockholders’ equity 232,290 597 232,887 As a result of applying Topic 606, the impact to our consolidated statements of income for the year ended December 31, 2019 was as follows (in thousands): Year ended December 31, 2019 As reported Impact due to ASC 606 Without adoption Net sales $ 600,993 $ (2,389 ) $ 598,604 Selling and distribution 87,706 123 87,829 Net income 35,667 (2,266 ) 33,401 As a result of applying Topic 606, the impact to our consolidated statements of cash flows for the year ended December 31, 2019 was not material. Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue. Prior to the adoption of ASC 606 on January 1, 2019, revenue was recognized when all of the following criteria were satisfied in accordance with the then applicable accounting literature: (1) persuasive evidence of an arrangement existed; (2) the sales price was fixed or determinable; (3) collectability was reasonably assured; and (4) the product had been shipped and title passed to the customer. These criteria were met when the customer ordered an item, the customer’s credit card had been charged, and the item was fulfilled and shipped to the customer. In accordance with ASC 606, we now recognize revenue through the following steps: (1) identification of the contract, or contracts, with the customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when, or as, we satisfy a performance obligation. A contract is created with our customer at the time the order is placed by the customer, which creates a single performance obligation to deliver the product to the customer. We recognize revenue for our single performance obligation at the time control of the merchandise passes to the customer, which is at the time of shipment. In addition, we have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation. In March 2020 we launched the REVOLVE Loyalty Club within the REVOLVE segment. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 REVOLVE Reward once In accordance with our policy on returns and exchanges, merchandise returns are accepted for full refund if returned within 30 days The following table presents a rollforward of our sales return reserve for the years ended December 31, 2020, 2019, and 2018 (in thousands): December 31, 2020 2019 2018 Beginning balance $ 35,104 $ 29,184 $ 19,005 Returns (489,712 ) (691,953 ) (530,824 ) Provisions 480,210 697,873 541,003 Ending balance $ 25,602 $ 35,104 $ 29,184 We may also issue store credit in lieu of cash refunds or exchanges and sell gift cards without expiration dates to our customers. Store credits issued and proceeds from the issuance of gift cards are recorded as deferred revenue and recognized as revenue when the store credit or gift cards are redeemed or, as a result of the adoption of ASC 606, upon inclusion in our store credit and gift card breakage estimates. Revenue recognized in net sales on breakage on store credit and gift cards was $1.3 million and $2.4 million for the years ended December 31, 2020 and 2019, respectively. In the third quarter of 2019, our breakage revenue increased as the result of a change in our breakage rate estimate which is periodically updated based on historical redemption patterns. We did not recognize any revenue related to unredeemed gift cards or store credits in 2018. Sales taxes and duties collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales. We currently collect sales taxes in all states that have adopted laws imposing sales tax collection obligations on out-of-state retailers and are subject to audits by state governments of sales tax collection obligations on out-of-state retailers in jurisdictions where we do not currently collect sales taxes, whether for prior years or prospectively. No significant interest or penalties related to sales taxes are recognized in the accompanying consolidated financial statements. We have exposure to losses from fraudulent credit card charges. We record losses when incurred related to these fraudulent charges as amounts have historically been insignificant. See Note 10, Segment Information |
Cost of Sales | Cost of Sales Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight‑in, defective merchandise returned from customers, receiving costs, inventory write-offs and defective merchandise, and other miscellaneous shrinkage. |
Fulfillment | Fulfillment Fulfillment expenses primarily consist of those costs incurred in operating and staffing the fulfillment center, including costs attributable to inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment. Fulfillment expenses also includes the cost of warehousing facilities. |
Selling and Distribution | Selling and Distribution Selling and distribution expenses consist of customer service, shipping and other transportation costs incurred delivering merchandise to customers and customers returning merchandise, merchant processing fees and shipping supplies. The amount of shipping and handling costs included in selling and distribution is $52.3 million, $57.0 million, and $47.1 million for the years ended December 31, 2020, 2019, and 2018, respectively. |
Marketing | Marketing Marketing expenses are expensed as incurred and consist primarily of targeted online performance marketing costs, such as retargeting, paid search/product listing ads, paid social, affiliate marketing, search engine optimization, personalized email marketing and mobile “push” communications through our app. Marketing expenses also include brand marketing investments, including events, fees paid to influencers, and other forms of online and offline marketing. Marketing expenses are primarily related to growing and retaining the customer base. |
General and Administrative | General and Administrative General and administrative expenses consist primarily of payroll and related benefit costs and equity‑based compensation expense for employees involved in general corporate functions including merchandising, marketing, studio and technology, as well as costs associated with the use by these functions of facilities and equipment, including depreciation, rent and other occupancy expenses. |
Earnings (Net Loss) per Share | Earnings (Net Loss) per Share Basic earnings (net loss) per share is computed by dividing the net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings (net loss) per share represents net income (loss) divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and restricted stock units (RSUs). See Note 9, Earnings (Net Loss) per Share |
Cash and Cash Equivalents | Cash and Cash Equivalents We maintain the majority of our cash and cash equivalents in money market funds and checking accounts with major financial institutions within the United States. Deposits in these institutions may exceed federally insured limits. |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable are composed primarily of amounts due from financial institutions related to credit card sales. We do not maintain an allowance for doubtful accounts related to these receivables as payment is typically received in full within a few business days after the sale. We carry the remaining portion of accounts receivable at invoiced amounts less allowances for doubtful accounts and other deductions. Allowance for doubtful accounts was insignificant at both December 31, 2020 and 2019. Management evaluates the ability to collect accounts receivable based on a combination of factors. An allowance for doubtful accounts is maintained based on the length of time receivables are past due and the status of a customer’s financial position. Receivables are written off in the period deemed uncollectible after collection efforts have proven unsuccessful. We do not accrue interest on our trade receivables. |
Inventory | Inventory Inventories are stated at the lower of cost and net realizable value. Cost is determined using the specific identification method. Cost of inventory includes import duties and other taxes and transport and handling costs. We write down inventory when it appears that the carrying cost of the inventory may not be recovered through subsequent sale of the inventory. We analyze the quantity of inventory on hand, the quantity sold in the past year, the anticipated sales volume, the expected sales price and the cost of making the sale when evaluating the value of our inventory. If the sales volume or sales price of specific products declines, additional write-downs may be required. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist primarily of expected merchandise returns net of related costs, |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost Depreciation is calculated on the straight‑line method over the estimated useful lives of the assets. The estimated useful lives of equipment and fixtures, and leasehold improvements range from three to five years or if shorter, the remaining lease term for leasehold improvements. The estimated useful life of our capitalized software is three years. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets We review long‑lived assets for possible impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable. This determination includes evaluation of factors such as future asset utilization and future net undiscounted cash flows expected to result from the use of the assets. If circumstances require a long‑lived asset or asset group be tested for possible impairment, we first compare undiscounted cash flows expected to be generated by that asset group to its carrying amount. If the carrying amount of the long‑lived asset or asset group is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value. No impairment losses were recognized during the years ended December 31, 2020, 2019, and 2018. |
Goodwill | Goodwill Goodwill represents the excess of acquisition cost over the fair value of the related net assets acquired and is not subject to amortization. As of December 31, 2020 and 2019, we had goodwill of $2.0 million. We review our goodwill annually for impairment or when circumstances indicate its carrying value may not be recoverable. We perform this evaluation at the reporting unit level, comprised of the principle business units within our REVOLVE segment, through the application of a two-step fair value test. We have the option to perform a qualitative assessment of whether it is more likely than not that a reporting unit’s fair value is less than its carrying amount before applying the two-step goodwill impairment test. If we conclude it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then there is no need to perform the two-step impairment test. The first step in the two-step test compares the carrying value of the reporting unit to its estimated fair value, which is based on the expected present value of future cash flows (income approach), comparable public companies and acquisitions (market approach) or a combination of both. If fair value is lower than the carrying value, then a second step is performed to quantify the amount of the impairment. We perform our annual impairment review of goodwill at December 31, and when a triggering event occurs between annual impairment tests. No goodwill impairment was recorded for the years ended December 31, 2020, 2019, and 2018. |
Income Taxes | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are recorded net on the face of the balance sheet. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize the effect of income tax positions only if those positions are more-likely than-not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Deferred tax assets are recognized to the extent it is believed that these assets are more likely than not to be realized. In assessing the realizability of deferred tax assets, management considers whether it is more-likely than-not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax‑planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more‑likely than‑not that we will realize the benefits of these deductible differences, net of the valuation allowance. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carryforward period are reduced. |
Equity-based Compensation | Equity-based Compensation We measure equity-based compensation expense associated with the awards granted based on their estimated fair values at the grant date. For awards with service conditions only, equity-based compensation expense is recognized over the requisite service period using the straight-line method. Forfeitures are recorded as they occur. See Note 8, Equity-based Compensation We have historically granted options that contain performance conditions. The performance conditions for these awards have been met and the expense associated with these awards has been fully recognized. |
Employee Benefit Plan | Employee Benefit Plan We sponsor a qualified 401(k) defined contribution plan covering eligible employees. Participants may contribute a percentage of their pretax earnings annually, subject to limitations imposed by the Internal Revenue Service. We have the ability to make discretionary contributions to the 401(k) plan but have not done so to date. |
Commitments and Contingencies | Commitments and Contingencies Liabilities for loss contingencies arising from claims, assessments, litigation, fines, and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. Legal costs incurred in connection with loss contingencies are expensed as incurred. |
Fair Value Measurements | Fair Value Measurements We utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. We determine fair value based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. The carrying amounts for our cash and cash equivalents, accounts receivable, accounts payable, line of credit and accrued expenses approximate fair value due to their short-term maturities. When considering market participant assumptions in fair value measurements, the following fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: • Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full-term of the asset or liability. • Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. We consider all highly liquid investments purchased with a maturity of three months or less to be cash equivalents. Our cash equivalents are comprised of money market funds, which are valued based on Level 1 inputs consisting of quoted prices in active markets. Our cash equivalents as of December 31, 2020 and 2019 were $117.9 million and $37.6 million, respectively. |
Comprehensive Income | Comprehensive Income Comprehensive income consists of net income and foreign currency translation adjustments. |
Related Party Transactions | Related Party Transactions TSG is a related party of TSG6 L.P., a former investor in our Company. We incurred $0.5 million and $0.3 million of management fees from TSG for the years ended December 31, 2019 and 2018, respectively. There were no management fees incurred from TSG for the year ended December 31, 2020. Upon the closing of our IPO, our management agreement with TSG was terminated. There were no amounts owed to TSG as of December 31, 2020 and 2019. As of December 31, 2020, TSG6 L.P. is no longer an investor in our Company. |
Certain Risks And Concentrations | Certain Risks and Concentrations We are subject to certain risks, including dependence on third‑party technology providers and hosting services for our website servers, exposure to risks associated with online commerce security, credit card fraud, as well as the interpretation of state and local laws and regulations in regards to the collection and remittance of sales and use taxes. We do not have significant vendor concentrations. |
Recently Adopted Accounting Pronouncements and Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act, we meet the definition of an emerging growth company. We have elected to use this extended transition period for complying with new or revised accounting standards pursuant to Section 107(b) of the JOBS Act and as a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates. We will remain an emerging growth company until the earliest of (1) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter, (2) the end of the fiscal year in which we have total annual gross revenues of $1.07 billion or more during such fiscal year, (3) the date on which we issue more than $1.0 billion in non-convertible debt in a three-year period, or (4) the end of the fiscal year in which the fifth anniversary of our IPO occurs. Accounting Pronouncements Not Yet Effective In December 2019, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In January 2017, the FASB issued ASU No. 2017-04 , Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Summary of Sales Return Reserve | The following table presents a rollforward of our sales return reserve for the years ended December 31, 2020, 2019, and 2018 (in thousands): December 31, 2020 2019 2018 Beginning balance $ 35,104 $ 29,184 $ 19,005 Returns (489,712 ) (691,953 ) (530,824 ) Provisions 480,210 697,873 541,003 Ending balance $ 25,602 $ 35,104 $ 29,184 |
Topic 606 | |
Schedule of Impact to Financial Statements | As a result of applying ASC 606, the impact to our consolidated balance sheet as of December 31, 2019 was as follows (in thousands): December 31, 2019 As reported Impact due to ASC 606 Without adoption Assets: Inventory $ 104,257 $ 13,586 $ 117,843 Prepaid expenses and other current assets 24,155 (12,989 ) 11,166 Total assets 232,290 597 232,887 Liabilities: Other current liabilities 16,740 3,149 19,889 Total current liabilities 101,526 3,149 104,675 Stockholders' equity: Retained earnings 56,677 (2,552 ) 54,125 Total liabilities and stockholders’ equity 232,290 597 232,887 As a result of applying Topic 606, the impact to our consolidated statements of income for the year ended December 31, 2019 was as follows (in thousands): Year ended December 31, 2019 As reported Impact due to ASC 606 Without adoption Net sales $ 600,993 $ (2,389 ) $ 598,604 Selling and distribution 87,706 123 87,829 Net income 35,667 (2,266 ) 33,401 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Amounts and Accumulated Amortization of Acquired Identifiable Intangible Assets with Finite Useful Lives | The gross amounts and accumulated amortization of our acquired identifiable intangible assets with finite useful lives as of December 31, 2020 and 2019, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows (in thousands): December 31, Useful life 2020 2019 Customer relationships 3 – 6 years $ 381 $ 381 Trademarks (1) 4 – 10 years 3,148 3,034 Total intangible assets 3,529 3,415 Less accumulated amortization (2,269 ) (1,958 ) Total intangible assets, net $ 1,260 $ 1,457 (1) Includes $1.2 million of pending trademarks not subject to amortization as of both December 31, 2020 and 2019. |
Schedule of Future Estimated Amortization Expense of Acquired Identifiable Intangible Assets | Future estimated amortization expense for acquired identifiable intangible assets is as follows (in thousands): Amortization Expense Year ending December 31: 2021 $ 28 2022 28 2023 8 2024 7 2025 6 Thereafter 16 Total amortization expense $ 93 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net is summarized as follows (in thousands): December 31, 2020 2019 Office and warehouse equipment and fixtures $ 14,195 $ 13,566 Computer equipment and capitalized software 7,839 6,287 Leasehold improvements 3,432 3,411 Other 397 523 Total property and equipment 25,863 23,787 Less accumulated depreciation and amortization (14,652 ) (10,270 ) Total property and equipment, net $ 11,211 $ 13,517 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non Cancelable Operating Leases | Future minimum lease payments under noncancelable operating leases (with initial or remaining lease terms in excess of one year) as of December 31, 2020 are as follows (in thousands): Operating Leases Year ending December 31: 2021 $ 4,802 2022 3,201 2023 3,197 2024 — 2025 — Total minimum lease payments $ 11,200 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Summary of Provision for Income Tax Expense (Benefit) | The components of the provision for income tax expense (benefit) are as follows (in thousands): December 31, 2020 Current Deferred Total U.S. federal $ 975 $ 926 $ 1,901 State and local 381 550 931 Foreign 450 — 450 $ 1,806 $ 1,476 $ 3,282 December 31, 2019 Current Deferred Total U.S. federal $ 8,446 $ (700 ) $ 7,746 State and local 4,218 (913 ) 3,305 Foreign 449 — 449 $ 13,113 $ (1,613 ) $ 11,500 December 31, 2018 Current Deferred Total U.S. federal $ 9,877 $ (2,847 ) $ 7,030 State and local 3,867 (921 ) 2,946 Foreign 553 — 553 $ 14,297 $ (3,768 ) $ 10,529 |
Schedule of Net Deferred Tax Assets (Liabilities) | The components of net deferred tax assets (liabilities) are as follows (in thousands): December 31, 2020 2019 Deferred tax assets: Accrued liabilities, reserves and other $ 8,775 $ 11,152 UNICAP 2,513 3,310 Tax basis goodwill 1,791 2,121 Investment in FORWARD 2,528 2,753 Equity-based compensation 1,693 1,371 Deferred revenue 1,319 1,229 Net operating loss 28 786 Gross deferred tax assets 18,647 22,722 Valuation allowance (28 ) (786 ) Deferred tax assets, net of valuation allowance 18,619 21,936 Deferred tax liabilities: Accrued expenses and reserves (2,317 ) (4,364 ) State taxes (585 ) (53 ) Depreciation (1,903 ) (2,146 ) Intangible assets - (83 ) Total gross deferred liabilities (4,805 ) (6,646 ) Net deferred tax assets $ 13,814 $ 15,290 |
Schedule of Effective Tax Rate | Our effective tax rate was different than the statutory U.S. federal income tax rate for the following reasons: December 31, 2020 2019 2018 Computed “expected” tax expense 21.0 % 21.0 % 21.0 % Valuation allowance (1.0 ) (1.1 ) 0.2 State and local income taxes, net of federal tax benefit 1.2 5.8 5.7 Foreign-derived intangible income (0.2 ) (1.3 ) (1.6 ) Permanent items 0.5 1.2 1.3 Equity-based compensation (15.9 ) (1.2 ) — Other (0.1 ) — (1.0 ) 5.5 % 24.4 % 25.6 % |
Equity-based Compensation (Tabl
Equity-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Weighted Average Valuation Assumptions of Grants | The weighted average assumptions for the grants in the years ended December 31, 2020, 2019 and 2018 are provided in the following table: December 31, 2020 2019 2018 Valuation assumptions: Expected dividend yield — % — % — % Expected volatility 40.2 % 37.3 % 43.4 % Expected term (years) 6.5 6.5 6.5 Risk-free interest rate 0.6 % 2.4 % 2.6 % |
Summary of Equity Option Activity | Option activity under the 2013 and 2019 Plans is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (000's) Balance at January 1, 2020 4,916,074 $ 6.30 5.6 $ 59,368 Granted 1,720,092 10.21 9.2 Exercised (2,312,630 ) 3.77 — Forfeited (192,615 ) 9.36 — Expired (9,696 ) 15.62 — Balance at December 31, 2020 4,121,225 9.20 7.0 87,842 Exercisable at December 31, 2020 1,605,207 6.62 4.7 38,351 Vested and expected to vest 4,121,225 9.20 7.0 87,842 |
Summary of RSU Award Activity | RSU award activity under the 2019 Plan is as follows: Class A Common Stock Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Term Aggregate Intrinsic Value (000's) Unvested at January 1, 2020 13,130 $ 19.04 3.6 $ 242 Granted 12,742 15.70 0.4 — Vested (5,732 ) 22.68 Forfeited — — Unvested at December 31, 2020 20,140 15.89 1.2 628 |
Earnings (Net Loss) per Share (
Earnings (Net Loss) per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Earnings (Net Loss) per Share | The following table presents the calculation of basic and diluted earnings (net loss) per share: Year Ended 2020 2019 2018 Class A Class B Class A Class B Class B Numerator Net income $ 16,165 $ 40,625 $ 4,805 $ 30,862 $ 30,638 Net loss attributable to non-controlling interest — — — — 47 Repurchase of Class B common stock — — (5,499 ) (35,317 ) — Net income (loss) attributable to common stockholders - basic 16,165 40,625 (694 ) (4,455 ) 30,685 Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares 40,625 — — — — Reallocation of undistributed earnings to Class B shares — 513 — — (10,957 ) Net income (loss) attributable to common stockholders - diluted $ 56,790 $ 41,138 $ (694 ) $ (4,455 ) $ 19,728 Denominator Weighted average shares used to compute earnings (net loss) per share — basic 19,861 49,912 7,719 49,575 41,936 Conversion of Class B to Class A common shares outstanding 49,912 — — — — Effect of dilutive stock options and RSUs 2,285 2,285 — — 2,648 Weighted average number of shares used to compute earnings (net loss) per share — diluted 72,058 52,197 7,719 49,575 44,584 Earnings (net loss) per share: Basic $ 0.81 $ 0.81 $ (0.09 ) $ (0.09 ) $ 0.47 Diluted $ 0.79 $ 0.79 $ (0.09 ) $ (0.09 ) $ 0.44 |
Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Earnings (Net Loss) per Share | The following have been excluded from the computation of basic and diluted earnings (net loss) per share as their effect would have been anti-dilutive (in thousands): Years Ended December 31, 2020 2019 2018 Stock options to purchase common shares and RSUs 4,130 4,917 1,162 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
Summary of Net Sales and Gross Profit of Reportable Segments | The following table summarizes our net sales and gross profit for each of our reportable segments (in thousands): Years Ended December 31, 2020 2019 2018 Net sales REVOLVE $ 500,898 $ 527,251 $ 433,548 FORWARD 79,751 73,742 65,191 Total $ 580,649 $ 600,993 $ 498,739 Gross profit REVOLVE $ 272,018 $ 292,042 $ 241,061 FORWARD 33,262 29,911 24,245 Total $ 305,280 $ 321,953 $ 265,306 |
Schedule of Net Sales by Geographic Area | The following table lists net sales by geographic area (in thousands): Years Ended December 31, 2020 2019 2018 United States $ 467,515 $ 502,882 $ 409,320 Rest of the world (1) 113,134 98,111 89,419 Total net sales $ 580,649 $ 600,993 $ 498,739 (1) No individual country exceeded 10% of total net sales for any period presented. |
Summary of Net Sales and Percentage of Net Sales by Product Category | The following tables summarize net sales and percentage of net sales by product category for the years ended December 31, 2020, 2019 and 2018 (in thousands): Years Ended December 31, 2020 2019 2018 Net sales Fashion apparel $ 321,445 $ 312,288 $ 271,158 Dresses 130,828 177,689 142,214 Handbags, shoes and accessories 95,210 84,773 64,546 Beauty 24,393 11,444 8,603 Other (1) 8,773 14,799 12,218 Total net sales $ 580,649 $ 600,993 $ 498,739 As a percentage of net sales Fashion apparel 55 % 52 % 54 % Dresses 23 % 30 % 29 % Handbags, shoes and accessories 16 % 14 % 13 % Beauty 4 % 2 % 2 % Other (1) 2 % 2 % 2 % Total net sales 100 % 100 % 100 % (1) Includes deferred revenue, shipping revenue and other revenue. |
Detail of Certain Balance She_2
Detail of Certain Balance Sheet Accounts (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): December 31, 2020 2019 Expected merchandise returns, net $ 9,585 $ 12,989 Advanced payments on inventory to be delivered from vendors 5,224 4,605 Prepaid insurance 1,425 1,858 Prepaid rent 476 381 Prepaid packaging 375 393 Other 3,245 3,929 Total prepaid expenses and other current assets $ 20,330 $ 24,155 |
Schedule of Accrued Expenses | Accrued expenses consist of the following (in thousands): December 31, 2020 2019 Salaries and related benefits $ 9,158 $ 4,275 Marketing 6,463 6,127 Selling and distribution 3,379 3,360 Sales taxes 2,750 3,023 Other 2,983 2,614 Total accrued expenses $ 24,733 $ 19,399 |
Schedule of Other Current Liabilities | Other current liabilities consist of the following (in thousands): December 31, 2020 2019 Store credit $ 10,068 $ 10,080 Gift cards 2,158 2,133 Other 3,595 4,527 Total other current liabilities $ 15,821 $ 16,740 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | Jun. 07, 2019USD ($)$ / sharesshares | May 24, 2019 | Mar. 15, 2018shares | Jun. 30, 2019USD ($)$ / sharesshares | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Dec. 31, 2020USD ($)Pointshares | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jun. 06, 2019USD ($) | Jan. 01, 2019USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Net proceeds from issuance of initial public offering | $ 57,077,000 | ||||||||||
Offering costs | $ 500,000 | $ 500,000 | $ 41,000 | 1,834,000 | $ 2,521,000 | ||||||
Stock repurchased during period, value | 40,816,000 | ||||||||||
Deferred offering costs | $ 3,800,000 | ||||||||||
Retained earnings | 56,677,000 | $ 113,953,000 | 56,677,000 | ||||||||
Loyalty program description | In March 2020 we launched the REVOLVE Loyalty Club within the REVOLVE segment. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 REVOLVE Reward once they earn 2,000 points. | ||||||||||
Reward amount | $ 20 | ||||||||||
Number of reward point | Point | 2,000 | ||||||||||
Revenue recognized | $ 580,649,000 | 600,993,000 | 498,739,000 | ||||||||
Selling and distribution | 80,496,000 | 87,706,000 | 70,621,000 | ||||||||
Impairment losses | 0 | 0 | 0 | ||||||||
Goodwill | 2,042,000 | 2,042,000 | 2,042,000 | ||||||||
Goodwill impairment | $ 0 | 0 | 0 | ||||||||
Minimum percentage of likelihood of realization of deferred tax assets and liabilities | 50.00% | ||||||||||
Cash equivalents | 37,600,000 | $ 117,900,000 | 37,600,000 | ||||||||
Emerging growth company description | We will remain an emerging growth company until the earliest of (1) the end of the fiscal year in which the market value of our common stock that is held by non-affiliates is at least $700 million as of the last business day of our most recently completed second fiscal quarter, (2) the end of the fiscal year in which we have total annual gross revenues of $1.07 billion or more during such fiscal year, (3) the date on which we issue more than $1.0 billion in non-convertible debt in a three-year period, or (4) the end of the fiscal year in which the fifth anniversary of our IPO occurs. | ||||||||||
TSG | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Related party transaction, management fees | $ 0 | 500,000 | 300,000 | ||||||||
Related party amount owed | $ 0 | 0 | $ 0 | ||||||||
Equipment and Fixtures, and Leasehold Improvements | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful lives | shorter, the remaining lease term for leasehold improvements | ||||||||||
Capitalized Software | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful lives | 3 years | ||||||||||
Minimum | Equipment and Fixtures, and Leasehold Improvements | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful lives | 3 years | ||||||||||
Maximum | Equipment and Fixtures, and Leasehold Improvements | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Estimated useful lives | 5 years | ||||||||||
Shipping and Handling Costs | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Selling and distribution | 52,300,000 | $ 57,000,000 | $ 47,100,000 | ||||||||
Topic 606 | Breakage on Store Credit and Gift Cards | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Revenue recognized | $ 1,300,000 | 2,400,000 | |||||||||
Cumulative Effect of Adoption | Topic 606 | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Retained earnings | $ 300,000 | ||||||||||
IPO | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Shares issued | shares | 2,941,176 | ||||||||||
Shares issued, price per share | $ / shares | $ 18 | ||||||||||
Net proceeds from issuance of initial public offering | $ 45,800,000 | ||||||||||
Underwriting discounts | 3,300,000 | ||||||||||
Offering costs | 3,800,000 | ||||||||||
Class T and Class A Unit | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Conversion of stock, shares issued | shares | 65,488,053 | ||||||||||
Reverse split, ratio | 0.045 | ||||||||||
Class B Common Stock | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Conversion of stock, shares issued | shares | 10,147,059 | 67,889,013 | |||||||||
Stock repurchased during period, value | $ 40,800,000 | $ 40,800,000 | |||||||||
Stock repurchased during period, shares | shares | 2,400,960 | ||||||||||
Preferred Class T Unit | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Conversion of stock, shares issued | shares | 1,309,761 | 2,400,960 | |||||||||
Class A Common Stock | |||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||
Conversion of stock, shares issued | shares | 1 | ||||||||||
Shares issued | shares | 441,176 | ||||||||||
Shares issued, price per share | $ / shares | $ 18 | ||||||||||
Underwriting discounts | $ 500,000 | ||||||||||
Proceeds from issuance of stock | $ 7,500,000 |
Significant Accounting Polici_5
Significant Accounting Policies - Schedule of Impact of Topic 606 to Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Assets | ||
Inventory | $ 95,272 | $ 104,257 |
Prepaid expenses and other current assets | 20,330 | 24,155 |
Total assets | 305,752 | 232,290 |
Liabilities: | ||
Other current liabilities | 15,821 | 16,740 |
Total current liabilities | 105,688 | 101,526 |
Stockholders' equity: | ||
Retained earnings | 113,953 | 56,677 |
Total liabilities and stockholders’ equity | $ 305,752 | 232,290 |
Impact Due to ASC 606 | Topic 606 | ||
Assets | ||
Inventory | 13,586 | |
Prepaid expenses and other current assets | (12,989) | |
Total assets | 597 | |
Liabilities: | ||
Other current liabilities | 3,149 | |
Total current liabilities | 3,149 | |
Stockholders' equity: | ||
Retained earnings | (2,552) | |
Total liabilities and stockholders’ equity | 597 | |
Without Adoption | Topic 606 | ||
Assets | ||
Inventory | 117,843 | |
Prepaid expenses and other current assets | 11,166 | |
Total assets | 232,887 | |
Liabilities: | ||
Other current liabilities | 19,889 | |
Total current liabilities | 104,675 | |
Stockholders' equity: | ||
Retained earnings | 54,125 | |
Total liabilities and stockholders’ equity | $ 232,887 |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Impact of Topic 606 to Condensed Consolidated Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Net sales | $ 580,649 | $ 600,993 | $ 498,739 |
Selling and distribution | 80,496 | 87,706 | 70,621 |
Net income | $ 56,790 | 35,667 | $ 30,638 |
Impact Due to ASC 606 | Topic 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Net sales | (2,389) | ||
Selling and distribution | 123 | ||
Net income | (2,266) | ||
Without Adoption | Topic 606 | |||
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |||
Net sales | 598,604 | ||
Selling and distribution | 87,829 | ||
Net income | $ 33,401 |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Sales Return Reserve (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | |||
Beginning balance | $ 35,104 | $ 29,184 | $ 19,005 |
Returns | (489,712) | (691,953) | (530,824) |
Provisions | 480,210 | 697,873 | 541,003 |
Ending balance | $ 25,602 | $ 35,104 | $ 29,184 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets, Net - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 2,042,000 | $ 2,042,000 | |
Goodwill impairment | 0 | 0 | $ 0 |
Amortization expense for acquired identifiable intangible assets | $ 300,000 | $ 300,000 | $ 300,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets, Net - Schedule of Gross Amounts and Accumulated Amortization of Acquired Identifiable Intangible Assets with Finite Useful Lives (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 3,529 | $ 3,415 | |
Less accumulated amortization | (2,269) | (1,958) | |
Total intangible assets, net | 1,260 | 1,457 | |
Customer Relationships | |||
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | $ 381 | 381 | |
Customer Relationships | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, useful life | 3 years | ||
Customer Relationships | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, useful life | 6 years | ||
Trademarks | |||
Finite Lived Intangible Assets [Line Items] | |||
Total intangible assets | [1] | $ 3,148 | $ 3,034 |
Trademarks | Minimum | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, useful life | [1] | 4 years | |
Trademarks | Maximum | |||
Finite Lived Intangible Assets [Line Items] | |||
Finite lived intangible asset, useful life | [1] | 10 years | |
[1] | Includes $1.2 million of pending trademarks not subject to amortization as of both December 31, 2020 and 2019. |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets, Net - Schedule of Gross Amounts and Accumulated Amortization of Acquired Identifiable Intangible Assets with Finite Useful Lives (Parenthetical) (Details) - USD ($) $ in Millions | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Trademarks not subject to amortization | $ 1.2 | $ 1.2 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets, Net - Schedule of Future Estimated Amortization Expense of Acquired Identifiable Intangible Assets (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2021 | $ 28 |
2022 | 28 |
2023 | 8 |
2024 | 7 |
2025 | 6 |
Thereafter | 16 |
Total amortization expense | $ 93 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 25,863 | $ 23,787 |
Less accumulated depreciation and amortization | (14,652) | (10,270) |
Total property and equipment, net | 11,211 | 13,517 |
Office and Warehouse Equipment and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 14,195 | 13,566 |
Computer Equipment and Capitalized Software | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 7,839 | 6,287 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | 3,432 | 3,411 |
Other | ||
Property Plant And Equipment [Line Items] | ||
Total property and equipment | $ 397 | $ 523 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 4.5 | $ 3.6 | $ 2.5 |
General and Administrative Expense | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | 2.4 | 2.2 | 2.2 |
Fulfilment Expense | |||
Property Plant And Equipment [Line Items] | |||
Depreciation expense | $ 2.1 | $ 1.4 | $ 0.3 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - Revolving Credit Facility - Bank of America, N.A, - USD ($) | Mar. 23, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Line Of Credit Facility [Line Items] | |||
Line of credit facility agreement date | Mar. 23, 2016 | ||
Line of credit facility expiration date | Mar. 23, 2021 | ||
Maximum amount of line of credit | $ 75,000,000 | ||
Line of credit facility interest rate description | Borrowings under the credit agreement accrue interest, at our option, at (1) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate and (c) the LIBOR rate plus 1.00%, in each case plus a margin ranging from 0.25% to 0.75%, or (2) an adjusted LIBOR rate plus a margin ranging from 1.25% to 1.75%. | ||
Outstanding borrowings | $ 0 | $ 0 | |
Line of credit facility, additional maximum borrowing capacity | 25,000,000 | ||
Line of credit facility, additional borrowing capacity initial minimum amount | 10,000,000 | ||
Line of credit facility, additional borrowing capacity increments thereafter | $ 5,000,000 | ||
Line of credit facility, asset restrictions | The credit agreement also contains customary covenants restricting our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter in transactions involving related parties, obtain letters of credit, incur indebtedness or grant liens or negative pledges on our assets, make loans or make other investments. | ||
Line of credit facility, dividend restrictions | prohibited from paying cash dividends with respect to our capital stock | ||
Federal Funds Rate | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
London Interbank Offered Rate (LIBOR) | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.00% | ||
Margin Rate | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.25% | ||
Margin Rate | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.75% | ||
LIBOR Rate Margin | Minimum | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.25% | ||
LIBOR Rate Margin | Maximum | |||
Line Of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.75% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Line Items] | |||
Rental expense | $ 4.7 | $ 5.4 | $ 3.6 |
General and Administrative Expense | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Accrued expenses on settlement of case | 1 | ||
Rental expense | 1.9 | 2.2 | 1.9 |
Fulfilment Expense | |||
Commitments and Contingencies Disclosure [Line Items] | |||
Rental expense | $ 2.8 | $ 3.2 | $ 1.7 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2021 | $ 4,802 |
2022 | 3,201 |
2023 | 3,197 |
Total minimum lease payments | $ 11,200 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | |||
U.S. federal | $ 975 | $ 8,446 | $ 9,877 |
State and local | 381 | 4,218 | 3,867 |
Foreign | 450 | 449 | 553 |
Current income tax expense (benefit) | 1,806 | 13,113 | 14,297 |
Deferred: | |||
U.S. federal | 926 | (700) | (2,847) |
State and local | 550 | (913) | (921) |
Deferred income tax expense (benefit) | 1,476 | (1,613) | (3,768) |
Total: | |||
U.S. federal | 1,901 | 7,746 | 7,030 |
State and local | 931 | 3,305 | 2,946 |
Foreign | 450 | 449 | 553 |
Income tax expense (benefit) | $ 3,282 | $ 11,500 | $ 10,529 |
Income Taxes - Schedule of Net
Income Taxes - Schedule of Net Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Accrued liabilities, reserves and other | $ 8,775 | $ 11,152 |
UNICAP | 2,513 | 3,310 |
Tax basis goodwill | 1,791 | 2,121 |
Investment in FORWARD | 2,528 | 2,753 |
Equity-based compensation | 1,693 | 1,371 |
Deferred revenue | 1,319 | 1,229 |
Net operating loss | 28 | 786 |
Gross deferred tax assets | 18,647 | 22,722 |
Valuation allowance | (28) | (786) |
Deferred tax assets, net of valuation allowance | 18,619 | 21,936 |
Deferred tax liabilities: | ||
Accrued expenses and reserves | (2,317) | (4,364) |
State taxes | (585) | (53) |
Depreciation | (1,903) | (2,146) |
Intangible assets | (83) | |
Total gross deferred liabilities | 4,805 | 6,646 |
Net deferred tax assets | $ 13,814 | $ 15,290 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Gross federal and state operating loss carryforwards | $ 200,000 | $ 5,400,000 |
Operating loss carryforwards, expiration year | 2034 | |
Operating loss carryforwards, valuation allowance | $ 800,000 | |
Interest or penalties related to income taxes | $ 0 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Computed “expected” tax expense | 21.00% | 21.00% | 21.00% |
Valuation allowance | (1.00%) | (1.10%) | 0.20% |
State and local income taxes, net of federal tax benefit | 1.20% | 5.80% | 5.70% |
Foreign-derived intangible income | (0.20%) | (1.30%) | (1.60%) |
Permanent items | 0.50% | 1.20% | 1.30% |
Equity-based compensation | (15.90%) | (1.20%) | |
Other | (0.10%) | (1.00%) | |
Effective tax rate | 5.50% | 24.40% | 25.60% |
Equity-based Compensation - Add
Equity-based Compensation - Additional Information (Details) - USD ($) | Jan. 01, 2021 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Mar. 15, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Conversion of options to purchase common stock, description | 1:1 basis | |||||
Dividend yield | 0.00% | |||||
Stock option granted | 1,720,092 | |||||
Weighted average grant date fair value of options granted | $ 10.21 | |||||
Tax benefits in relation to equity-based compensation | $ 9,600,000 | $ 600,000 | $ 0 | |||
General and Administrative Expense | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity-based compensation cost | $ 3,400,000 | $ 2,100,000 | 1,400,000 | |||
Class A Common Stock | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock unit granted | 12,742 | |||||
Weighted average grant date fair value granted | $ 15.70 | |||||
2013 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Equity incentive plans award term | 10 year | |||||
Equity incentive plans vesting period | 5 years | |||||
Incremental equity-based compensation expense | $ 0 | |||||
2013 Equity Incentive Plan | Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | $ 11,500,000 | |||||
Total unrecognized compensation cost to be recognized, weighted average service period | 3 years 8 months 12 days | |||||
Amendment to 2013 Equity Incentive Plan | Common Class A Unit | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares available for issuance | 6,207,978 | |||||
2019 Equity Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 3,000,000 | |||||
Increase in number of shares reserved for future issuance, description | The number of shares that will be available for issuance under our 2019 Plan also will increase annually on the first day of each year beginning in 2020, in an amount equal to the least of: (1) 6,900,000 shares, (2) 5% of the outstanding shares of all classes of our common stock as of the last day of the immediately preceding year and (3) such other amount as our board of directors may determine | |||||
Increase in number of shares reserved for future issuance, shares | 6,900,000 | |||||
Percentage of number of shares of common stock outstanding | 5.00% | |||||
2019 Equity Incentive Plan | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | $ 11,500,000 | |||||
Total unrecognized compensation cost to be recognized, weighted average service period | 3 years 8 months 12 days | |||||
2019 Equity Incentive Plan | Subsequent Event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increased in number of shares available under the plan | 2,000,000 | |||||
Number of shares available under the plan | 5,000,000 | |||||
2019 Equity Incentive Plan | Class A Common Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock reserved for issuance | 4,500,000 | |||||
2019 Equity Incentive Plan | Class A Common Stock | Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock unit granted | 12,742 | |||||
Weighted average grant date fair value granted | $ 15.70 |
Equity-based Compensation - Sum
Equity-based Compensation - Summary of Weighted Average Assumptions for Grants (Details) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation assumptions: | |||
Expected dividend yield | 0.00% | ||
Expected volatility | 40.20% | 37.30% | 43.40% |
Expected term (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Risk-free interest rate | 0.60% | 2.40% | 2.60% |
Equity-based Compensation - S_2
Equity-based Compensation - Summary of Equity Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Granted | 1,720,092 | |
2013 and 2019 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Shares, Beginning balance | 4,916,074 | |
Number of Shares, Granted | 1,720,092 | |
Number of Shares, Exercised | (2,312,630) | |
Number of Shares, Forfeited | (192,615) | |
Number of Shares, Expired | (9,696) | |
Number of Shares, Ending balance | 4,121,225 | 4,916,074 |
Number of Shares, Exercisable | 1,605,207 | |
Number of Shares, Vested and expected to vest | 4,121,225 | |
Weighted Average Exercise Price, Beginning balance | $ 6.30 | |
Weighted Average Exercise Price, Granted | 10.21 | |
Weighted Average Exercise Price, Exercised | 3.77 | |
Weighted Average Exercise Price, Forfeited | 9.36 | |
Weighted Average Exercise Price, Expired | 15.62 | |
Weighted Average Exercise Price, Ending balance | 9.20 | $ 6.30 |
Weighted Average Exercise Price, Exercisable | 6.62 | |
Weighted Average Exercise Price, Vested and expected to vest | $ 9.20 | |
Weighted Average Remaining Contractual Term | 7 years | 5 years 7 months 6 days |
Weighted Average Remaining Contractual Term, Granted | 9 years 2 months 12 days | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 8 months 12 days | |
Weighted Average Remaining Contractual Term, Vested and expected to vest | 7 years | |
Aggregate Intrinsic Value, Balance | $ 87,842 | $ 59,368 |
Aggregate Intrinsic Value, Exercisable | 38,351 | |
Aggregate Intrinsic Value, Vested and expected to vest | $ 87,842 |
Equity-based Compensation - S_3
Equity-based Compensation - Summary of RSU Award Activity (Details) - Restricted Stock Units (RSUs) - Common Class A - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Class A Common Stock, Granted | 12,742 | |
Weighted Average Grant Date Fair Value,Granted | $ 15.70 | |
2019 Equity Incentive Plan | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Class A Common Stock, Beginning balance | 13,130 | |
Class A Common Stock, Granted | 12,742 | |
Class A Common Stock, Vested | (5,732) | |
Class A Common Stock, Ending balance | 20,140 | 13,130 |
Weighted Average Grant Date Fair Value, Beginning balance | $ 19.04 | |
Weighted Average Grant Date Fair Value,Granted | 15.70 | |
Weighted Average Grant Date Fair Value,Vested | 22.68 | |
Weighted Average Grant Date Fair Value,Ending Balance | $ 15.89 | $ 19.04 |
Weighted Average Remaining Contractual Term | 3 years 7 months 6 days | |
Weighted Average Remaining Contractual Term, Granted | 4 months 24 days | |
Weighted Average Remaining Contractual Term | 1 year 2 months 12 days | |
Aggregate Intrinsic Value, Balance | $ 628 | $ 242 |
Earnings (Net Loss) per Share -
Earnings (Net Loss) per Share - Additional Information (Details) $ in Thousands | Jun. 07, 2019USD ($) | Jun. 30, 2019shares | Dec. 31, 2020Voteshares | Dec. 31, 2019USD ($) |
Earnings Per Share [Line Items] | ||||
Stock repurchased during period, value | $ | $ 40,816 | |||
Common Class A | ||||
Earnings Per Share [Line Items] | ||||
Number of votes per share | Vote | 1 | |||
Conversion of stock | shares | 1 | |||
Common Class B | ||||
Earnings Per Share [Line Items] | ||||
Number of votes per share | Vote | 10 | |||
Conversion of stock | shares | 10,147,059 | 67,889,013 | ||
Stock repurchased during period, value | $ | $ 40,800 | $ 40,800 |
Earnings (Net Loss) per Share_2
Earnings (Net Loss) per Share - Schedule of Calculation of Basic and Diluted Earnings (Net Loss) per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | |||
Net income | $ 56,790 | $ 35,667 | $ 30,685 |
Net loss attributable to non-controlling interest | 47 | ||
Repurchase of Class B common stock | (40,816) | ||
Net income (loss) attributable to common stockholders | $ 56,790 | $ (5,149) | $ 30,685 |
Denominator | |||
Basic | 69,773 | 57,294 | 41,936 |
Weighted average number of shares used to compute earnings (net loss) per share — diluted | 72,058 | 57,294 | 44,584 |
Earnings (net loss) per share: | |||
Basic | $ 0.81 | $ (0.09) | $ 0.47 |
Diluted | $ 0.79 | $ (0.09) | $ 0.44 |
Common Class A | |||
Numerator | |||
Net income | $ 16,165 | $ 4,805 | |
Repurchase of Class B common stock | (5,499) | ||
Net income (loss) attributable to common stockholders | 16,165 | (694) | |
Reallocation of undistributed earnings | 40,625 | ||
Net income (loss) attributable to common stockholders - diluted | $ 56,790 | $ (694) | |
Denominator | |||
Basic | 19,861 | 7,719 | |
Conversion of Class B to Class A common shares outstanding | 49,912 | ||
Effect of dilutive stock options and RSUs | 2,285 | ||
Weighted average number of shares used to compute earnings (net loss) per share — diluted | 72,058 | 7,719 | |
Earnings (net loss) per share: | |||
Basic | $ 0.81 | $ (0.09) | |
Diluted | $ 0.79 | $ (0.09) | |
Common Class B | |||
Numerator | |||
Net income | $ 40,625 | $ 30,862 | $ 30,638 |
Net loss attributable to non-controlling interest | 47 | ||
Repurchase of Class B common stock | (35,317) | ||
Net income (loss) attributable to common stockholders | 40,625 | (4,455) | 30,685 |
Reallocation of undistributed earnings | 513 | (10,957) | |
Net income (loss) attributable to common stockholders - diluted | $ 41,138 | $ (4,455) | $ 19,728 |
Denominator | |||
Basic | 49,912 | 49,575 | 41,936 |
Effect of dilutive stock options and RSUs | 2,285 | 2,648 | |
Weighted average number of shares used to compute earnings (net loss) per share — diluted | 52,197 | 49,575 | 44,584 |
Earnings (net loss) per share: | |||
Basic | $ 0.81 | $ (0.09) | $ 0.47 |
Diluted | $ 0.79 | $ (0.09) | $ 0.44 |
Earnings (Net Loss) per Share_3
Earnings (Net Loss) per Share - Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Earnings (Net Loss) per Share (Details) - shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Employee Stock Options And Restricted Stock Units R S U | Common Stock | |||
Earnings Per Share [Line Items] | |||
Stock options to purchase common shares and RSUs | 4,130 | 4,917 | 1,162 |
Segment Information - Additiona
Segment Information - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2020SegmentCustomer | Dec. 31, 2019Customer | Dec. 31, 2018Customer | |
Segment Reporting Information [Line Items] | |||
Number of reportable segments | Segment | 2 | ||
Segment reporting, disclosure of customers | During the years ended December 31, 2020, 2019 and 2018, no customer represented over 10% of net sales. | ||
Sales Revenue, Net | Customer Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Number of customer | Customer | 0 | 0 | 0 |
Percentage of net sales | 10.00% | 10.00% | 10.00% |
Segment Information - Summary o
Segment Information - Summary of Net Sales and Gross Profit of Reportable Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 580,649 | $ 600,993 | $ 498,739 |
Gross profit | 305,280 | 321,953 | 265,306 |
REVOLVE | |||
Segment Reporting Information [Line Items] | |||
Net sales | 500,898 | 527,251 | 433,548 |
Gross profit | 272,018 | 292,042 | 241,061 |
FORWARD | |||
Segment Reporting Information [Line Items] | |||
Net sales | 79,751 | 73,742 | 65,191 |
Gross profit | $ 33,262 | $ 29,911 | $ 24,245 |
Segment Information - Schedule
Segment Information - Schedule of Net Sales by Geographic Area (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total net sales | $ 580,649 | $ 600,993 | $ 498,739 |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total net sales | 467,515 | 502,882 | 409,320 |
Rest of the world | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total net sales | $ 113,134 | $ 98,111 | $ 89,419 |
Segment Information - Summary_2
Segment Information - Summary of Net Sales and Percentage of Net Sales by Product Category (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Total net sales | $ 580,649 | $ 600,993 | $ 498,739 |
Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 100.00% | 100.00% | 100.00% |
Fashion Apparel | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 321,445 | $ 312,288 | $ 271,158 |
Fashion Apparel | Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 55.00% | 52.00% | 54.00% |
Dresses | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 130,828 | $ 177,689 | $ 142,214 |
Dresses | Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 23.00% | 30.00% | 29.00% |
Handbags, Shoes and Accessories | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 95,210 | $ 84,773 | $ 64,546 |
Handbags, Shoes and Accessories | Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 16.00% | 14.00% | 13.00% |
Beauty | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 24,393 | $ 11,444 | $ 8,603 |
Beauty | Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 4.00% | 2.00% | 2.00% |
Other | |||
Segment Reporting Information [Line Items] | |||
Total net sales | $ 8,773 | $ 14,799 | $ 12,218 |
Other | Sales Revenue, Net | Product Concentration Risk | |||
Segment Reporting Information [Line Items] | |||
Percentage of net sales | 2.00% | 2.00% | 2.00% |
Detail of Certain Balance She_3
Detail of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Expected merchandise returns, net | $ 9,585 | $ 12,989 |
Advanced payments on inventory to be delivered from vendors | 5,224 | 4,605 |
Prepaid insurance | 1,425 | 1,858 |
Prepaid rent | 476 | 381 |
Prepaid packaging | 375 | 393 |
Other | 3,245 | 3,929 |
Total prepaid expenses and other current assets | $ 20,330 | $ 24,155 |
Detail of Certain Balance She_4
Detail of Certain Balance Sheet Accounts - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accrued Liabilities Current [Abstract] | ||
Salaries and related benefits | $ 9,158 | $ 4,275 |
Marketing | 6,463 | 6,127 |
Selling and distribution | 3,379 | 3,360 |
Sales taxes | 2,750 | 3,023 |
Other | 2,983 | 2,614 |
Total accrued expenses | $ 24,733 | $ 19,399 |
Detail of Certain Balance She_5
Detail of Certain Balance Sheet Accounts - Schedule of Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Current [Abstract] | ||
Store credit | $ 10,068 | $ 10,080 |
Gift cards | 2,158 | 2,133 |
Other | 3,595 | 4,527 |
Total other current liabilities | $ 15,821 | $ 16,740 |