REVOLVE GROUP, INC., 10-K filed on 2/27/2024
Annual Report
v3.24.0.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Feb. 20, 2024
Jun. 30, 2023
Document And Entity Information [Line Items]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Dec. 31, 2023    
Document Fiscal Year Focus 2023    
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 Large Accelerated Filer    
Entity Interactive Data Current Yes    
Entity Shell Company false    
Entity Small Business false    
Entity Emerging Growth Company 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     $ 664.6
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 true    
Document Financial Statement Error Correction [Flag] false    
Entity Incorporation, State or Country Code DE    
Auditor Firm ID 185    
Auditor Name KPMG LLP    
Auditor Location Los Angeles, California    
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, 2023, are incorporated by reference in Part III of this Annual Report on Form 10-K.

Auditor PCAOB ID: 185

Auditor: KPMG LLP

Address: Los Angeles, California
   
Class A Common Stock      
Document And Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   38,197,440  
Class B Common Stock      
Document And Entity Information [Line Items]      
Entity Common Stock, Shares Outstanding   32,597,119  
v3.24.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 245,449 $ 234,724
Accounts receivable, net 12,405 5,421
Inventory 203,587 215,224
Income taxes receivable 1,625 2,974
Prepaid expenses and other current assets 65,523 59,874
Total current assets 528,589 518,217
Property and equipment (net of accumulated depreciation of $17,994 and $13,081 as of December 31, 2023 and December 31, 2022, respectively) 7,763 8,934
Right-of-use lease assets 36,440 22,964
Intangible assets, net 1,875 1,600
Goodwill 2,042 2,042
Other assets 2,172 807
Deferred income taxes, net 30,005 24,754
Total assets 608,886 579,318
Current liabilities:    
Accounts payable 47,821 50,789
Income taxes payable   229
Accrued expenses 40,714 38,266
Returns reserve 63,780 63,381
Current lease liabilities 6,863 5,844
Other current liabilities 30,442 22,577
Total current liabilities 189,620 181,086
Non-current lease liabilities 34,126 18,659
Total liabilities 223,746 199,745
Stockholders' equity:    
Additional paid-in capital 116,713 110,338
Retained earnings 268,355 269,161
Total stockholders' equity 385,140 379,573
Total liabilities and stockholders’ equity 608,886 579,318
Common Class A    
Stockholders' equity:    
Common stock value 39 41
Common Class B    
Stockholders' equity:    
Common stock value $ 33 $ 33
v3.24.0.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property and equipment, accumulated depreciation $ 17,994 $ 13,081
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 38,693,589 40,766,510
Common stock, shares outstanding 38,693,589 40,766,510
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 32,597,119 32,597,119
Common stock, shares outstanding 32,597,119 32,597,119
v3.24.0.1
Consolidated Statements of Income - USD ($)
shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]      
Net sales $ 1,068,719 $ 1,101,416 $ 891,390
Cost of sales 514,520 509,093 401,567
Gross profit 554,199 592,323 489,823
Operating expenses:      
Fulfillment 36,654 31,804 21,322
Selling and distribution 197,052 190,419 133,506
Marketing 171,774 181,648 140,398
General and administrative 126,585 115,312 89,306
Total operating expenses 532,065 519,183 384,532
Income from operations 22,134 73,140 105,291
Other (income) expense, net (15,627) (3,476) 563
Income before income taxes 37,761 76,616 104,728
Provision for income taxes 9,614 17,919 4,888
Net income $ 28,147 $ 58,697 $ 99,840
Earnings (net loss) per share of Class A and Class B common stock:      
Basic $ 0.39 $ 0.80 $ 1.38
Diluted $ 0.38 $ 0.79 $ 1.34
Weighted average number of shares of Class A and Class B common stock outstanding:      
Basic 72,961 73,314 72,513
Diluted 73,583 74,520 74,547
v3.24.0.1
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Statement of Comprehensive Income [Abstract]      
Net Income (Loss) $ 28,147 $ 58,697 $ 99,840
Other comprehensive income (loss):      
Cumulative translation adjustment 1,958 (2,887) (442)
Total other comprehensive income (loss) 1,958 (2,887) (442)
Total comprehensive income $ 30,105 $ 55,810 $ 99,398
v3.24.0.1
Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-in Capital
Accumulated Members' Equity/ Retained Earnings
Balance at Dec. 31, 2020 $ 200,064 $ 71 $ 86,040 $ 113,953
Balance, shares at Dec. 31, 2020   71,396,706    
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 12,766 $ 2 12,764  
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units, shares   1,836,615    
Equity-based compensation 4,786   4,786  
Cumulative translation adjustment (442)     (442)
Net income 99,840     99,840
Balance at Dec. 31, 2021 317,014 $ 73 103,590 213,351
Balance, shares at Dec. 31, 2021   73,233,321    
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 887 $ 1 886  
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units, shares   130,308    
Equity-based compensation 5,862   5,862  
Cumulative translation adjustment (2,887)     (2,887)
Net income 58,697     58,697
Balance at Dec. 31, 2022 379,573 $ 74 110,338 269,161
Balance, shares at Dec. 31, 2022   73,363,629    
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units 536   536  
Issuance of Class A common stock from exercise of stock options and vesting of restricted stock units, shares   125,933    
Repurchase of Class A Common Stock ,Shares   (2,198,854)    
Repurchase of Class A Common Stock (30,913) $ (2)   (30,911)
Equity-based compensation 5,839   5,839  
Cumulative translation adjustment 1,958     1,958
Net income 28,147     28,147
Balance at Dec. 31, 2023 $ 385,140 $ 72 $ 116,713 $ 268,355
Balance, shares at Dec. 31, 2023   71,290,708    
v3.24.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Operating activities:      
Net income $ 28,147 $ 58,697 $ 99,840
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation and amortization 5,094 4,791 4,508
Equity-based compensation 5,839 5,862 4,786
Deferred income taxes, net (5,251) (5,695) (5,245)
Changes in operating assets and liabilities:      
Accounts receivable (6,984) (782) (18)
Inventories 11,637 (43,965) (75,987)
Income taxes receivable 1,349 401 7,314
Prepaid expenses and other current assets (5,649) (17,760) (22,221)
Other assets (1,365) 1,939 (2,246)
Accounts payable (2,968) (3,556) 15,008
Income taxes payable (229) 229 (195)
Accrued expenses 2,448 4,367 9,166
Returns reserve 399 14,085 23,694
Right-of-use lease assets and current and non-current lease liabilities 3,010 1,162 (448)
Other current liabilities 7,865 3,661 4,357
Net cash provided by operating activities 43,342 23,436 62,313
Investing activities:      
Purchases of property and equipment (4,198) (5,167) (2,195)
Net cash used in investing activities (4,198) (5,167) (2,195)
Financing activities:      
Proceeds from the exercise of stock options, net 536 887 12,766
Repurchases of Class A common stock (30,913)    
Net cash (used in) provided by financing activities (30,377) 887 12,766
Effect of exchange rate changes on cash and cash equivalents 1,958 (2,887) (442)
Net increase in cash and cash equivalents 10,725 16,269 72,442
Cash and cash equivalents, beginning of year 234,724 218,455 146,013
Cash and cash equivalents, end of year 245,449 234,724 218,455
Supplemental disclosure of cash flow information:      
Income taxes, net of refund 12,995 23,031 3,014
Operating leases 7,012 5,858 5,321
Supplemental disclosure of non-cash activities:      
Lease assets obtained in exchange for new operating lease liabilities $ 20,452 $ 21,938 $ 1,440
v3.24.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Pay vs Performance Disclosure      
Net Income (Loss) $ 28,147 $ 58,697 $ 99,840
v3.24.0.1
Insider Trading Arrangements
 3 Months Ended
Dec. 31, 2023
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Securities Trading Plans of Directors and Executive Officers

During our last fiscal quarter, the following directors and officers, as defined in Rule 16a-1(f), adopted a “Rule 10b5-1 trading arrangement” as defined in Regulation S-K Item 408, as follows:

On December 11, 2023, MMMK Development, Inc., or MMMK Development, an entity controlled by our co-chief executive officers, Mike Karanikolas and Michael Mente, adopted a Rule 10b5-1 trading arrangement providing for the sale from time to time of an aggregate of up to 4,813,100 shares of our Class A common stock. The trading arrangement is intended to satisfy the affirmative defense in Rule 10b5-1(c). The duration of the trading arrangement is until November 29, 2024, or earlier if all transactions under the trading arrangement are completed.

During our last fiscal quarter, no other director or officer, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” each as defined in Regulation S-K Item 408.
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Mike Karanikolas [Member]  
Trading Arrangements, by Individual  
Name Mike Karanikolas
Title co-chief executive officers
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 11, 2023
Arrangement Duration 354 days
Aggregate Available 4,813,100
Michael Mente [Member]  
Trading Arrangements, by Individual  
Name Michael Mente
Title co-chief executive officers
Rule 10b5-1 Arrangement Adopted true
Adoption Date December 11, 2023
Arrangement Duration 354 days
Aggregate Available 4,813,100
v3.24.0.1
Description of Business
 12 Months Ended
Dec. 31, 2023
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 a broad yet curated collection of brands. We are headquartered in Los Angeles County, California.
v3.24.0.1
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2023
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. These reclassifications had no effect on the reported results of operations. Our fiscal year ends on December 31 of each year.

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‑based compensation, valuation of goodwill, reserves for income tax uncertainties and other contingencies, and breakage of store credit and gift cards.

Net Sales

Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue. We 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 performance obligation to deliver the product to the customer. We recognize revenue for the 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.

We have a Loyalty Club program within the REVOLVE and FWRD segments. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 reward once they earn 2,000 points. We defer revenue based on an allocation of the price of the customer purchase and the estimated standalone selling price of the points earned. Revenue is recognized once the reward is redeemed or expires or once unconverted points expire. Rewards generally expire 90 days after they are issued and unconverted points generally expire if a customer fails to engage in any activity that generates points for a period of one year or if their participation in the program is otherwise terminated.

In accordance with our policy on returns and exchanges, merchandise returns are generally accepted for full refund if returned within 60 days of the original purchase date and merchandise may be exchanged up to 90 days from the original purchase date. At the time of sale, we establish a reserve for merchandise returns, based on historical experience, merchandise mix and expected future returns, which is recorded as a reduction of sales. Accordingly, cost

of sales is also reduced and an offsetting asset is recorded within prepaid expenses and other current assets for expected merchandise to be returned.

The following table presents a rollforward of our sales return reserve for the years ended December 31, 2023, 2022 and 2021 (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Beginning balance

 

$

63,381

 

 

$

49,296

 

 

$

25,602

 

Returns

 

 

(1,505,490

)

 

 

(1,396,396

)

 

 

(870,445

)

Provisions

 

 

1,505,889

 

 

 

1,410,481

 

 

 

894,139

 

Ending balance

 

$

63,780

 

 

$

63,381

 

 

$

49,296

 

 

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 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 $2.6 million, $1.7 million and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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 12, Segment Information, for disaggregation of revenue by reportable segment, geographic area and product category.

Cost of Sales

Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties, net of drawback claims, and other taxes, inbound freight costs, receiving costs, defective merchandise returned from customers, inventory valuation adjustments, and other miscellaneous shrinkage.

Fulfillment

Fulfillment expenses primarily consist of those costs incurred in operating and staffing the fulfillment centers, including costs attributable to inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment. Fulfillment expenses also include the cost of warehousing facilities.

Selling and Distribution

Selling and distribution expenses consist of shipping and other transportation costs incurred delivering merchandise to customers and customers returning merchandise, customer service costs, merchant processing fees, shipping supplies and other selling expenses. The amount of shipping and handling costs included in selling and distribution is $128.1 million, $120.8 million, and $84.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.

Marketing

Marketing expenses are expensed as incurred and consist primarily of targeted online performance marketing costs, such as paid search/product listing ads, affiliate marketing, paid social, retargeting, search engine optimization, personalized email marketing and mobile “push” communications through our mobile applications. 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 per Share

Basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and restricted stock units, or RSUs. See Note 10, Earnings per Share, for further information.

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, 2023 and 2022. 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 make inventory valuation adjustments 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, advanced payments on inventory to be delivered from vendors, prepaid packaging, and prepaid insurance.

Equity Investments

We hold an equity investment in a privately held company without readily determinable fair value. This investment is measured at cost, less impairment and included in other assets in the accompanying consolidated balance sheets. Changes in fair value resulting from observable transactions for identical or similar investments of the same issuer are recorded in other income (expense), net.

Property and Equipment, Net

Property and equipment are stated at cost net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred.

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.

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. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term, which includes options to extend or terminate the lease which we are reasonably certain to exercise and adjusted for items such as initial direct costs paid or incentives received. A right-of-use lease asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term. We also elected to combine lease and non-lease components on all new or modified leases into a single lease component.

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, 2023, 2022 and 2021.

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, 2023 and 2022, 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. In order to test for goodwill impairment, we compare the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill.

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, 2023, 2022 and 2021.

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. For awards with service and performance conditions, we recognize the compensation expense if and when we conclude that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. Forfeitures are recorded as they occur. See Note 9, Equity-based Compensation, for additional details.

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, 2023 and 2022 were $212.0 million and $165.9 million, respectively.

Comprehensive Income

Comprehensive income consists of net income and foreign currency translation adjustments.

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 related to the collection and remittance of sales and use taxes. We do not have significant vendor concentrations.

Accounting Pronouncements Not Yet Effective

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective for us for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily through changes to the rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements and related disclosures.
v3.24.0.1
Goodwill and Other Intangible Assets, Net
 12 Months Ended
Dec. 31, 2023
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, 2023 and 2022, was $2.0 million. No goodwill impairment was recorded for the years ended December 31, 2023, 2022 and 2021.

The gross amounts and accumulated amortization of our acquired identifiable intangible assets with finite useful lives as of December 31, 2023 and 2022, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows (in thousands):

 

 

 

 

 

December 31,

 

 

 

Useful life

 

2023

 

 

2022

 

Customer relationships

 

3 – 6 years

 

$

381

 

 

$

381

 

Trademarks (1)

 

4 – 10 years

 

 

4,218

 

 

 

3,763

 

Total intangible assets

 

 

 

 

4,599

 

 

 

4,144

 

Less accumulated amortization

 

 

 

 

(2,724

)

 

 

(2,544

)

Total intangible assets, net

 

 

 

$

1,875

 

 

$

1,600

 
(1)
Includes $1.2 million and $1.0 million of intangible assets not subject to amortization as of December 31, 2023 and 2022, respectively.

 

Our amortization expense for acquired identifiable intangible assets with finite useful lives was $0.1 million for each of the years ended December 31, 2023, 2022 and 2021. Future estimated amortization expense for acquired identifiable intangible assets is as follows (in thousands):

 

 

 

Amortization
Expense

 

Year ending December 31:

 

 

 

2024

 

$

188

 

2025

 

 

179

 

2026

 

 

163

 

2027

 

 

144

 

2028

 

 

133

 

Thereafter

 

 

242

 

Total amortization expense

 

$

1,049

 
v3.24.0.1
Property and Equipment, Net
 12 Months Ended
Dec. 31, 2023
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,

 

 

 

2023

 

 

2022

 

Office and warehouse equipment and fixtures

 

$

12,831

 

 

$

12,169

 

Computer equipment and capitalized software

 

 

9,856

 

 

 

7,379

 

Leasehold improvements

 

 

2,683

 

 

 

2,081

 

Other

 

 

387

 

 

 

386

 

Total property and equipment

 

 

25,757

 

 

 

22,015

 

Less accumulated depreciation and amortization

 

 

(17,994

)

 

 

(13,081

)

Total property and equipment, net

 

$

7,763

 

 

$

8,934

 

 

Total depreciation and amortization expense for the years ended December 31, 2023, 2022 and 2021 was $5.0 million, $4.7 million, and $4.4 million, respectively. For the years ended December 31, 2023, 2022 and 2021, $2.7 million, $2.6 million, and $2.4 million, respectively, was recorded in general and administrative expense and $2.3 million, $2.1 million, and $2.0 million, respectively, was recorded in fulfillment expense in the accompanying consolidated statements of income.
v3.24.0.1
Leases
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Leases

Note 5. 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. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term and adjusted for items such as initial direct costs paid or incentives received.

The following table includes the components of our lease expense recorded in fulfillment expenses and general and administrative expenses in the accompanying consolidated statements of income.

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Operating lease expense

 

$

8,991

 

 

$

6,138

 

 

$

4,528

 

Short-term lease expense

 

 

105

 

 

 

119

 

 

 

183

 

Variable lease expense

 

 

876

 

 

 

465

 

 

 

247

 

Total

 

$

9,972

 

 

$

6,722

 

 

$

4,958

 

The following table presents future minimum lease payments and the impact of discounting as of December 31, 2023.

 

 

 

December 31, 2023

 

 

 

(in thousands)

 

2024

 

$

9,940

 

2025

 

 

10,797

 

2026

 

 

11,154

 

2027

 

 

9,559

 

2028

 

 

6,521

 

Thereafter

 

 

1,955

 

Total minimum lease payments

 

 

49,926

 

Less imputed interest

 

 

(8,937

)

Present value of lease liabilities

 

$

40,989

 

The weighted-average remaining term for our leases as of December 31, 2023 and 2022 was 4.9 years and 5.1 years, respectively. The weighted-average discount rate for our leases as of December 31, 2023 and 2022 was 8.5% and 5.0%, respectively.
v3.24.0.1
Line of Credit
 12 Months Ended
Dec. 31, 2023
Debt Disclosure [Abstract]  
Line of Credit

Note 6. Line of Credit

On March 23, 2021, we amended and restated our existing credit agreement to, among other things, extend the expiration date from March 23, 2021 to March 23, 2026. On May 11, 2023, we amended the credit agreement to replace the LIBO reference rate with a term SOFR reference rate and made conforming changes throughout the credit agreement. 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) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, or (2) an adjusted term SOFR rate, subject to a floor of 0.00%, in each case, plus a margin ranging from 0.25% to 0.75% per year in the case of base rate loans, and 1.25% to 1.75% per year in the case of term SOFR rate loans. No borrowings were outstanding as of December 31, 2023 and 2022.

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 $10.0 million and in increments of

$5.0 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 certain of our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter into transactions involving related parties, obtain letters of credit, incur indebtedness, repurchase stock or grant liens or negative pledges on our assets, make loans or make other investments. Under these covenants, we are prohibited from paying cash dividends with respect to our capital stock. We were in compliance with all financial covenants as of December 31, 2023 and 2022.
v3.24.0.1
Commitments and Contingencies
 12 Months Ended
Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 7. 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, or 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

In March 2022, we received a cease and desist letter alleging copyright infringement and related claims. During 2022, we accrued $6.3 million to general and administrative expenses for estimated losses and legal fees that we expected to incur in connection with these claims and during the three months ended March 31, 2023, we accrued an additional $0.3 million for estimated legal fees. In February, 2023, we entered into a final settlement agreement with the claimant and paid approximately $1.5 million in settlement costs and legal fees related to this matter, net of insurance proceeds. The related insurance proceeds of $5.1 million were recorded within other income, net in the accompanying statements of income.

In March 2023, we received a separate cease-and-desist letter alleging copyright infringement and related claims. During 2023, we accrued $7.3 million to general and administrative expenses for estimated losses and legal fees that we expected to incur in connection with these claims. In November 2023, we entered into a final settlement agreement with the claimant and paid $7.3 million in settlement costs and legal fees related to this matter. As of the date of this report, we expect to receive approximately $2.6 million in insurance proceeds related to this matter. We record insurance proceeds related to legal matters within other income (expense), net in the period in which they are received.

In February 2024, the U.S. Fish and Wildlife Service served us with a notice of violation and proposed civil penalty, alleging that we have violated certain administrative requirements under the Endangered Species Act and the Lacey Act in connection with our export and import of certain items of merchandise. During the fourth quarter of 2023, we accrued $2.8 million to general and administrative expenses for estimated losses and legal fees related to this matter, which remains pending as of the date of this report. While we believe the amount accrued is adequate based on the information available to us as of the date of this report, the ultimate loss and associated legal expenses may differ from the amount accrued.

Leases

We have obligations under operating leases for office and fulfillment facilities. For a description of our leases, please see Note 5, Leases.
v3.24.0.1
Income Taxes
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

Note 8. Income Taxes

The components of income before income tax expense are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Domestic

 

$

31,942

 

 

$

66,966

 

 

$

94,770

 

Foreign

 

 

5,819

 

 

 

9,650

 

 

 

9,958

 

 

$

37,761

 

 

$

76,616

 

 

$

104,728

 

The components of the provision for income tax expense (benefit) are as follows (in thousands):

 

 

 

December 31, 2023

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

8,758

 

 

$

(2,853

)

 

$

5,905

 

State and local

 

 

4,740

 

 

 

(2,398

)

 

 

2,342

 

Foreign

 

 

1,367

 

 

 

—

 

 

 

1,367

 

 

$

14,865

 

 

$

(5,251

)

 

$

9,614

 

 

 

 

December 31, 2022

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

16,480

 

 

$

(4,249

)

 

$

12,231

 

State and local

 

 

5,300

 

 

 

(1,446

)

 

 

3,854

 

Foreign

 

 

1,834

 

 

 

—

 

 

 

1,834

 

 

$

23,614

 

 

$

(5,695

)

 

$

17,919

 

 

 

 

December 31, 2021

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

6,233

 

 

$

(4,696

)

 

$

1,537

 

State and local

 

 

2,008

 

 

 

(549

)

 

 

1,459

 

Foreign

 

 

1,892

 

 

 

—

 

 

 

1,892

 

 

$

10,133

 

 

$

(5,245

)

 

$

4,888

 

 

The components of net deferred tax assets (liabilities) are as follows (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Deferred tax assets:

 

 

 

 

 

 

Accrued liabilities, reserves and other

 

$

16,689

 

 

$

16,050

 

UNICAP

 

 

6,081

 

 

 

5,219

 

Tax basis goodwill

 

 

1,024

 

 

 

1,240

 

Investment in FWRD

 

 

4,032

 

 

 

3,555

 

Equity-based compensation

 

 

3,638

 

 

 

2,665

 

Deferred revenue

 

 

4,077

 

 

 

2,086

 

Research and development expenses

 

 

1,332

 

 

 

781

 

Lease liabilities

 

 

11,511

 

 

 

6,606

 

Net operating loss

 

 

24

 

 

 

28

 

Gross deferred tax assets

 

 

48,408

 

 

 

38,230

 

Valuation allowance

 

 

(23

)

 

 

(27

)

Deferred tax assets, net of valuation allowance

 

 

48,385

 

 

 

38,203

 

Deferred tax liabilities:

 

 

 

 

 

 

Accrued expenses and reserves

 

 

(6,255

)

 

 

(5,424

)

State taxes

 

 

(1,322

)

 

 

(570

)

Depreciation

 

 

(569

)

 

 

(1,264

)

Right-of-use lease assets

 

 

(10,234

)

 

 

(6,191

)

Total gross deferred liabilities

 

 

(18,380

)

 

 

(13,449

)

Net deferred tax assets

 

$

30,005

 

 

$

24,754

 

 

As of December 31, 2023, and 2022, gross federal and state operating loss carryforwards were insignificant.

In accordance with ASC 740-30-25-17, we intend that the undistributed net earnings from continuing operations as well as the future net earnings of the foreign subsidiaries to be permanently reinvested in our operations outside of the U.S.

Our effective tax rate was different than the statutory U.S. federal income tax rate for the following reasons:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Computed “expected” tax expense

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

State and local income taxes, net of federal tax benefit

 

 

5.0

 

 

 

4.0

 

 

 

1.1

 

Foreign-derived intangible income

 

 

(1.4

)

 

 

(1.1

)

 

 

(0.4

)

Permanent items

 

 

0.7

 

 

 

0.2

 

 

 

0.1

 

Equity-based compensation

 

 

(0.3

)

 

 

(0.7

)

 

 

(16.8

)

Other

 

 

0.5

 

 

 

—

 

 

 

(0.3

)

 

 

 

25.5

%

 

 

23.4

%

 

 

4.7

%

For the years ended December 31, 2023, 2022 and 2021, 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, 2020 through 2023 remain subject to possible examination by the Internal Revenue Service and the tax years ended December 31, 2019 through 2023 remain subject to possible examination by state tax jurisdictions. No interest or penalties related to income taxes are recognized in the accompanying consolidated financial statements.
v3.24.0.1
Equity-based Compensation
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Equity-based Compensation

Note 9. Equity-based Compensation

In 2013, Twist Holdings, LLC, or Twist, and Advance Holdings, LLC, or Advance, which subsequently became part of Revolve Group, Inc., adopted equity incentive plans that 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. The then-outstanding options to purchase Class A units were converted into options to purchase shares of our Class B common stock in connection with our corporate conversion in June 2019.

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 continues 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 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. As of December 31, 2023, approximately 9.1 million common shares remain available for future issuance under the 2019 Plan. Our board of directors determined not to increase the number of shares reserved for issuance under the 2019 Plan as of January 1, 2024.

The grant-date fair value of RSUs is measured on the grant date based on the closing fair market value of our Class A common stock. 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 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 the Company’s stock. The fair value of options granted is based on observable market prices. For awards with service and performance conditions, we recognize the compensation expense if and when we conclude that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at each reporting date.

The weighted average assumptions for the grants in the years ended December 31, 2023, 2022 and 2021 are provided in the following table:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Valuation assumptions:

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

—

%

 

 

—

%

 

 

—

%

Expected volatility

 

 

46.2

%

 

 

47.3

%

 

 

41.1

%

Expected term (years)

 

 

6.5

 

 

 

6.5

 

 

 

6.5

 

Risk-free interest rate

 

 

4.3

%

 

 

2.4

%

 

 

1.2

%

 

 

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
(in thousands)

 

Balance at January 1, 2023

 

 

2,596,718

 

 

$

17.60

 

 

 

7.0

 

 

$

23,408

 

Granted

 

 

2,841,203

 

 

 

13.92

 

 

 

9.6

 

 

 

 

Exercised

 

 

(103,107

)

 

 

7.29

 

 

 

—

 

 

 

 

Forfeited

 

 

(77,415

)

 

 

26.79

 

 

 

—

 

 

 

 

Expired

 

 

(27,959

)

 

 

27.90

 

 

 

—

 

 

 

 

Balance at December 31, 2023

 

 

5,229,440

 

 

 

15.62

 

 

 

8.0

 

 

 

18,882

 

Exercisable at December 31, 2023

 

 

1,379,783

 

 

 

14.03

 

 

 

5.4

 

 

 

6,824

 

Vested and expected to vest

 

 

3,828,378

 

 

 

16.55

 

 

 

7.4

 

 

 

13,951

 

 

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
(in thousands)

 

Unvested at January 1, 2023

 

 

28,374

 

 

$

37.26

 

 

 

0.4

 

 

$

632

 

Granted (1)

 

 

134,206

 

 

 

25.48

 

 

 

0.2

 

 

 

—

 

Vested

 

 

(31,975

)

 

 

32.47

 

 

 

 

 

 

 

Forfeited (2)

 

 

(97,469

)

 

 

28.51

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

33,136

 

 

 

19.91

 

 

 

0.4

 

 

 

549

 
(1)
Includes an adjustment of 5,100 shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
(2)
Includes an adjustment of (93,573) shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.

 

There were 2,841,203 options and 129,106 RSUs granted during 2023. The weighted average grant-date fair value of options and RSUs granted during 2023 was $7.24 per share and $25.48 per share, respectively.

As of December 31, 2023, there was $17.5 million of total unrecognized compensation cost related to unvested RSUs and time-based options granted under the 2013 Plan and 2019 Plan, which is expected to be recognized over a weighted average service period of 3.4 years.

2023 Performance Option Awards

On September 15, 2023, the Company granted an aggregate of 1,701,479 performance-based options to certain members of management with an exercise price of $13.05 and a grant-date fair value of $6.79. In addition, on November 3, 2023, the Company granted 49,971 performance-based options to a member of management with an exercise price of $13.35 and a grant-date fair value of $6.94. Collectively, we refer to these option awards as the 2023 Performance Option Awards. The 2023 Performance Option Awards are subject to multiple vesting tranches that vest upon achievement of certain predefined financial milestones. As of December 31, 2023, we had $2.1 million of total unrecognized stock-based compensation expense for the financial milestones that were considered probable of achievement, which will be recognized over a weighted-average period of 2.3 years. As of December 31, 2023, we had unrecognized stock-based compensation expense of $9.5 million for the operational milestones that were considered not probable of achievement. During 2023, we recorded stock-based compensation expense of $0.3 million related to the 2023 Performance Option Awards.

Equity‑based compensation cost that has been included in general and administrative expense in the accompanying consolidated statements of income amounted to $5.8 million, $5.9 million, and $4.8 million for the

years ended December 31, 2023, 2022 and 2021, respectively. An excess income tax benefit of $0.1 million, $0.5 million and $17.6 million was recognized in the consolidated statements of income for equity‑based compensation arrangements for the years ended December 31, 2023, 2022 and 2021, respectively.
v3.24.0.1
Stock Repurchase Program
 12 Months Ended
Dec. 31, 2023
Equity [Abstract]  
Stock Repurchase Program

Note 11. Stock Repurchase Program

In August 2023, our board of directors authorized a stock repurchase program of up to $100 million of our outstanding Class A common stock. The timing and amount of any stock repurchases is determined based on market conditions, stock price and other factors, and the program does not require us to repurchase any specific number of shares of Class A common stock. The program has no expiration date but it may be modified, suspended or terminated at any time. The stock repurchase program is funded from available cash and cash equivalents. All repurchased shares under the share repurchase program will be retired. During 2023, we repurchased and retired 2,198,854 shares of Class A common stock for a total cost of $30.6 million, exclusive of broker fees and excise tax, at an average price of $13.91 per share. Broker fees and excise taxes incurred on share repurchases represent direct costs of the repurchase and are recorded as part of the cost basis.
v3.24.0.1
Earnings per Share
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Earnings per Share

Note 10. Earnings per Share

Basic and diluted earnings per share is presented in conformity with the two-class method required for multiple classes of 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.

Basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

Diluted earnings per share represents net income divided by the weighted-average number of shares of common stock outstanding, inclusive of the effect of dilutive stock options and RSUs. The undistributed earnings are allocated based on the participation rights of shares of Class A and Class B common stock as if the earnings for the year have been distributed. As the liquidation and dividend rights are identical for both classes, the undistributed earnings are allocated on a proportionate basis.

The calculation of diluted earnings per share for Class A common stock assumes the conversion of Class B common stock, while diluted earnings per share of Class B common stock does not assume the conversion of Class A common stock as Class A common stock is not convertible into Class B common stock. Similarly, outstanding options to purchase Class B common stock and RSUs that are dilutive are included in the calculation of diluted earnings for both Class A and Class B common stock.

In August 2023, our board of directors authorized a stock repurchase program of up to $100 million of our outstanding Class A common stock. Repurchases during any given fiscal period under the repurchase program reduce the weighted-average number of shares of common stock outstanding for the period.

The following table presents the calculation of basic and diluted earnings per share:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

Class A

 

 

Class B

 

 

Class A

 

 

Class B

 

 

Class A

 

 

Class B

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,572

 

 

$

12,575

 

 

$

32,531

 

 

$

26,166

 

 

$

51,426

 

 

$

48,414

 

Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares

 

 

12,575

 

 

 

—

 

 

 

26,166

 

 

 

—

 

 

 

48,414

 

 

 

—

 

Reallocation of undistributed earnings to Class B shares

 

 

—

 

 

 

132

 

 

 

—

 

 

 

526

 

 

 

—

 

 

 

1,403

 

Net income attributable to common stockholders - diluted

 

$

28,147

 

 

$

12,707

 

 

$

58,697

 

 

$

26,692

 

 

$

99,840

 

 

$

49,817

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to compute earnings per share — basic

 

 

40,364

 

 

 

32,597

 

 

 

40,632

 

 

 

32,682

 

 

 

37,350

 

 

 

35,163

 

Conversion of Class B to Class A common shares outstanding

 

 

32,597

 

 

 

—

 

 

 

32,682

 

 

 

—

 

 

 

35,163

 

 

 

—

 

Effect of dilutive stock options and RSUs

 

 

622

 

 

 

622

 

 

 

1,206

 

 

 

1,206

 

 

 

2,034

 

 

 

2,034

 

Weighted average number of shares used to compute earnings per share — diluted

 

 

73,583

 

 

 

33,219

 

 

 

74,520

 

 

 

33,888

 

 

 

74,547

 

 

 

37,197

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

 

$

0.39

 

 

$

0.80

 

 

$

0.80

 

 

$

1.38

 

 

$

1.38

 

Diluted

 

$

0.38

 

 

$

0.38

 

 

$

0.79

 

 

$

0.79

 

 

$

1.34

 

 

$

1.34

 

 

The following have been excluded from the computation of basic and diluted earnings per share as their effect would have been anti-dilutive (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Stock options to purchase Class A
   and Class B common stock, and RSUs

 

 

1,365

 

 

 

534

 

 

 

456

 
v3.24.0.1
Segment Information
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Segment Information

Note 12. Segment Information

We have two reportable segments, REVOLVE and FWRD, each offering apparel, shoes, accessories, beauty and home 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, 2023, 2022 and 2021, no customer represented over 10% of net sales.

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

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net sales

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

904,525

 

 

$

921,676

 

 

$

745,127

 

FWRD

 

 

164,194

 

 

 

179,740

 

 

 

146,263

 

Total

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 

 

Gross profit

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

491,817

 

 

$

514,585

 

 

$

420,151

 

FWRD

 

 

62,382

 

 

 

77,738

 

 

 

69,672

 

Total

 

$

554,199

 

 

$

592,323

 

 

$

489,823

 

 

All of our long-lived assets and goodwill are located in the United States as of the years ended December 31, 2023, 2022 and 2021. The following table lists net sales by geographic area (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

United States

 

$

870,405

 

 

$

914,364

 

 

$

726,292

 

Rest of the world (1)

 

 

198,314

 

 

 

187,052

 

 

 

165,098

 

Total net sales

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 
(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, 2023, 2022 and 2021 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net Sales

 

 

 

 

 

 

 

 

 

Fashion Apparel

 

$

469,718

 

 

$

508,282

 

 

$

467,257

 

Dresses

 

 

315,237

 

 

 

332,358

 

 

 

223,203

 

Handbags, Shoes and Accessories

 

 

235,085

 

 

 

220,551

 

 

 

164,565

 

Beauty

 

 

41,612

 

 

 

32,618

 

 

 

30,049

 

Other (1)

 

 

7,067

 

 

 

7,607

 

 

 

6,316

 

Total net sales

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 

 

 

 

 

 

 

 

 

 

 

As a percentage of net sales

 

 

 

 

 

 

 

 

 

Fashion Apparel

 

 

44

%

 

 

46

%

 

 

52

%

Dresses

 

 

29

%

 

 

30

%

 

 

25

%

Handbags, Shoes and Accessories

 

 

22

%

 

 

20

%

 

 

19

%

Beauty

 

 

4

%

 

 

3

%

 

 

3

%

Other (1)

 

 

1

%

 

 

1

%

 

 

1

%

Total net sales

 

 

100

%

 

 

100

%

 

 

100

%
(1)
Includes deferred revenue, shipping revenue and other revenue.
v3.24.0.1
Detail of Certain Balance Sheet Accounts
 12 Months Ended
Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]  
Detail of Certain Balance Sheet Accounts

Note 13. 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,

 

 

 

2023

 

 

2022

 

Expected merchandise returns, net

 

$

26,127

 

 

$

25,274

 

Advanced payments on inventory to be delivered from vendors

 

 

10,306

 

 

 

10,827

 

Other

 

 

29,090

 

 

 

23,773

 

Total prepaid expenses and other current assets

 

$

65,523

 

 

$

59,874

 

Accrued Expenses

Accrued expenses consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Marketing

 

$

14,113

 

 

$

12,049

 

Salaries and related benefits

 

 

6,683

 

 

 

7,190

 

Legal matters

 

 

5

 

 

 

6,250

 

Sales taxes

 

 

5,332

 

 

 

3,934

 

Selling and distribution

 

 

3,927

 

 

 

3,550

 

Other

 

 

10,654

 

 

 

5,293

 

Total accrued expenses

 

$

40,714

 

 

$

38,266

 

 

Other Current Liabilities

Other current liabilities consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Store credit

 

$

13,389

 

 

$

11,968

 

Loyalty Club liability

 

 

5,530

 

 

 

4,405

 

Gift cards

 

 

4,489

 

 

 

3,955

 

Other

 

 

7,034

 

 

 

2,249

 

Total other current liabilities

 

$

30,442

 

 

$

22,577

 
v3.24.0.1
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2023
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. These reclassifications had no effect on the reported results of operations. Our fiscal year ends on December 31 of each year.
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‑based compensation, valuation of goodwill, reserves for income tax uncertainties and other contingencies, and breakage of store credit and gift cards.
Net Sales

Net Sales

Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue. We 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 performance obligation to deliver the product to the customer. We recognize revenue for the 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.

We have a Loyalty Club program within the REVOLVE and FWRD segments. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 reward once they earn 2,000 points. We defer revenue based on an allocation of the price of the customer purchase and the estimated standalone selling price of the points earned. Revenue is recognized once the reward is redeemed or expires or once unconverted points expire. Rewards generally expire 90 days after they are issued and unconverted points generally expire if a customer fails to engage in any activity that generates points for a period of one year or if their participation in the program is otherwise terminated.

In accordance with our policy on returns and exchanges, merchandise returns are generally accepted for full refund if returned within 60 days of the original purchase date and merchandise may be exchanged up to 90 days from the original purchase date. At the time of sale, we establish a reserve for merchandise returns, based on historical experience, merchandise mix and expected future returns, which is recorded as a reduction of sales. Accordingly, cost

of sales is also reduced and an offsetting asset is recorded within prepaid expenses and other current assets for expected merchandise to be returned.

The following table presents a rollforward of our sales return reserve for the years ended December 31, 2023, 2022 and 2021 (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Beginning balance

 

$

63,381

 

 

$

49,296

 

 

$

25,602

 

Returns

 

 

(1,505,490

)

 

 

(1,396,396

)

 

 

(870,445

)

Provisions

 

 

1,505,889

 

 

 

1,410,481

 

 

 

894,139

 

Ending balance

 

$

63,780

 

 

$

63,381

 

 

$

49,296

 

 

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 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 $2.6 million, $1.7 million and $1.2 million for the years ended December 31, 2023, 2022 and 2021, respectively.

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 12, Segment Information, for disaggregation of revenue by reportable segment, geographic area and product category.
Cost of Sales

Cost of Sales

Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties, net of drawback claims, and other taxes, inbound freight costs, receiving costs, defective merchandise returned from customers, inventory valuation adjustments, and other miscellaneous shrinkage.
Fulfillment

Fulfillment

Fulfillment expenses primarily consist of those costs incurred in operating and staffing the fulfillment centers, including costs attributable to inspecting and warehousing inventories, picking, packaging and preparing customer orders for shipment. Fulfillment expenses also include the cost of warehousing facilities.
Selling and Distribution

Selling and Distribution

Selling and distribution expenses consist of shipping and other transportation costs incurred delivering merchandise to customers and customers returning merchandise, customer service costs, merchant processing fees, shipping supplies and other selling expenses. The amount of shipping and handling costs included in selling and distribution is $128.1 million, $120.8 million, and $84.8 million for the years ended December 31, 2023, 2022 and 2021, respectively.
Marketing

Marketing

Marketing expenses are expensed as incurred and consist primarily of targeted online performance marketing costs, such as paid search/product listing ads, affiliate marketing, paid social, retargeting, search engine optimization, personalized email marketing and mobile “push” communications through our mobile applications. 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 per Share

Earnings per Share

Basic earnings per share is computed by dividing the net income attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and restricted stock units, or RSUs. See Note 10, Earnings per Share, for further information.
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, 2023 and 2022. 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 make inventory valuation adjustments 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, advanced payments on inventory to be delivered from vendors, prepaid packaging, and prepaid insurance.
Equity Investments

Equity Investments

We hold an equity investment in a privately held company without readily determinable fair value. This investment is measured at cost, less impairment and included in other assets in the accompanying consolidated balance sheets. Changes in fair value resulting from observable transactions for identical or similar investments of the same issuer are recorded in other income (expense), net.
Property and Equipment, Net

Property and Equipment, Net

Property and equipment are stated at cost net of accumulated depreciation and amortization. Repair and maintenance costs are expensed as incurred.

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.
Leases

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. Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date. These balances are initially recorded at the present value of future minimum lease payments calculated using our incremental borrowing rate and expected lease term, which includes options to extend or terminate the lease which we are reasonably certain to exercise and adjusted for items such as initial direct costs paid or incentives received. A right-of-use lease asset and lease liability are not recognized for leases with an initial term of 12 months or less, and the lease expense is recognized on a straight-line basis over the lease term. We also elected to combine lease and non-lease components on all new or modified leases into a single lease component.
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, 2023, 2022 and 2021.
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, 2023 and 2022, 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. In order to test for goodwill impairment, we compare the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than its carrying amount, goodwill is written down for the amount by which the carrying amount exceeds the reporting unit's fair value. However, the loss recognized cannot exceed the carrying amount of goodwill.

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, 2023, 2022 and 2021.
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. For awards with service and performance conditions, we recognize the compensation expense if and when we conclude that it is probable that the performance condition will be achieved. The Company reassesses the probability of achieving the performance condition at each reporting date. Forfeitures are recorded as they occur. See Note 9, Equity-based Compensation, for additional details.
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, 2023 and 2022 were $212.0 million and $165.9 million, respectively.
Comprehensive Income

Comprehensive Income

Comprehensive income consists of net income and foreign currency translation adjustments.
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 related to the collection and remittance of sales and use taxes. We do not have significant vendor concentrations.
Accounting Pronouncements Not Yet Effective

In November 2023, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance. ASU 2023-07 is effective for us for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances income tax disclosures, primarily through changes to the rate reconciliation and disaggregation of income taxes paid. ASU 2023-09 is effective for us for annual periods beginning after December 15, 2024, with early adoption permitted. We are currently in the process of evaluating the effects of this pronouncement on our consolidated financial statements and related disclosures.
v3.24.0.1
Significant Accounting Policies (Tables)
 12 Months Ended
Dec. 31, 2023
Accounting Policies [Abstract]  
Summary of Sales Return Reserve

The following table presents a rollforward of our sales return reserve for the years ended December 31, 2023, 2022 and 2021 (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Beginning balance

 

$

63,381

 

 

$

49,296

 

 

$

25,602

 

Returns

 

 

(1,505,490

)

 

 

(1,396,396

)

 

 

(870,445

)

Provisions

 

 

1,505,889

 

 

 

1,410,481

 

 

 

894,139

 

Ending balance

 

$

63,780

 

 

$

63,381

 

 

$

49,296

 

 
v3.24.0.1
Goodwill and Other Intangible Assets, Net (Tables)
 12 Months Ended
Dec. 31, 2023
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, 2023 and 2022, included in intangible assets, net in the accompanying consolidated balance sheets, are as follows (in thousands):

 

 

 

 

 

December 31,

 

 

 

Useful life

 

2023

 

 

2022

 

Customer relationships

 

3 – 6 years

 

$

381

 

 

$

381

 

Trademarks (1)

 

4 – 10 years

 

 

4,218

 

 

 

3,763

 

Total intangible assets

 

 

 

 

4,599

 

 

 

4,144

 

Less accumulated amortization

 

 

 

 

(2,724

)

 

 

(2,544

)

Total intangible assets, net

 

 

 

$

1,875

 

 

$

1,600

 
(1)
Includes $1.2 million and $1.0 million of intangible assets not subject to amortization as of December 31, 2023 and 2022, respectively.
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:

 

 

 

2024

 

$

188

 

2025

 

 

179

 

2026

 

 

163

 

2027

 

 

144

 

2028

 

 

133

 

Thereafter

 

 

242

 

Total amortization expense

 

$

1,049

 
v3.24.0.1
Property and Equipment, Net (Tables)
 12 Months Ended
Dec. 31, 2023
Property, Plant and Equipment [Abstract]  
Summary of Property and Equipment, Net

Property and equipment, net is summarized as follows (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Office and warehouse equipment and fixtures

 

$

12,831

 

 

$

12,169

 

Computer equipment and capitalized software

 

 

9,856

 

 

 

7,379

 

Leasehold improvements

 

 

2,683

 

 

 

2,081

 

Other

 

 

387

 

 

 

386

 

Total property and equipment

 

 

25,757

 

 

 

22,015

 

Less accumulated depreciation and amortization

 

 

(17,994

)

 

 

(13,081

)

Total property and equipment, net

 

$

7,763

 

 

$

8,934

 

 
v3.24.0.1
Leases (Tables)
 12 Months Ended
Dec. 31, 2023
Leases [Abstract]  
Summary of Components of Lease Expense

The following table includes the components of our lease expense recorded in fulfillment expenses and general and administrative expenses in the accompanying consolidated statements of income.

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

(in thousands)

 

Operating lease expense

 

$

8,991

 

 

$

6,138

 

 

$

4,528

 

Short-term lease expense

 

 

105

 

 

 

119

 

 

 

183

 

Variable lease expense

 

 

876

 

 

 

465

 

 

 

247

 

Total

 

$

9,972

 

 

$

6,722

 

 

$

4,958

 
Summary of Future Minimum Lease Payments

The following table presents future minimum lease payments and the impact of discounting as of December 31, 2023.

 

 

 

December 31, 2023

 

 

 

(in thousands)

 

2024

 

$

9,940

 

2025

 

 

10,797

 

2026

 

 

11,154

 

2027

 

 

9,559

 

2028

 

 

6,521

 

Thereafter

 

 

1,955

 

Total minimum lease payments

 

 

49,926

 

Less imputed interest

 

 

(8,937

)

Present value of lease liabilities

 

$

40,989

 
v3.24.0.1
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2023
Income Tax Disclosure [Abstract]  
Schedule of Income Before Income Tax Expense

The components of income before income tax expense are as follows (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Domestic

 

$

31,942

 

 

$

66,966

 

 

$

94,770

 

Foreign

 

 

5,819

 

 

 

9,650

 

 

 

9,958

 

 

$

37,761

 

 

$

76,616

 

 

$

104,728

 
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, 2023

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

8,758

 

 

$

(2,853

)

 

$

5,905

 

State and local

 

 

4,740

 

 

 

(2,398

)

 

 

2,342

 

Foreign

 

 

1,367

 

 

 

—

 

 

 

1,367

 

 

$

14,865

 

 

$

(5,251

)

 

$

9,614

 

 

 

 

December 31, 2022

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

16,480

 

 

$

(4,249

)

 

$

12,231

 

State and local

 

 

5,300

 

 

 

(1,446

)

 

 

3,854

 

Foreign

 

 

1,834

 

 

 

—

 

 

 

1,834

 

 

$

23,614

 

 

$

(5,695

)

 

$

17,919

 

 

 

 

December 31, 2021

 

 

 

Current

 

 

Deferred

 

 

Total

 

U.S. federal

 

$

6,233

 

 

$

(4,696

)

 

$

1,537

 

State and local

 

 

2,008

 

 

 

(549

)

 

 

1,459

 

Foreign

 

 

1,892

 

 

 

—

 

 

 

1,892

 

 

$

10,133

 

 

$

(5,245

)

 

$

4,888

 
Schedule of Net Deferred Tax Assets (Liabilities)

The components of net deferred tax assets (liabilities) are as follows (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Deferred tax assets:

 

 

 

 

 

 

Accrued liabilities, reserves and other

 

$

16,689

 

 

$

16,050

 

UNICAP

 

 

6,081

 

 

 

5,219

 

Tax basis goodwill

 

 

1,024

 

 

 

1,240

 

Investment in FWRD

 

 

4,032

 

 

 

3,555

 

Equity-based compensation

 

 

3,638

 

 

 

2,665

 

Deferred revenue

 

 

4,077

 

 

 

2,086

 

Research and development expenses

 

 

1,332

 

 

 

781

 

Lease liabilities

 

 

11,511

 

 

 

6,606

 

Net operating loss

 

 

24

 

 

 

28

 

Gross deferred tax assets

 

 

48,408

 

 

 

38,230

 

Valuation allowance

 

 

(23

)

 

 

(27

)

Deferred tax assets, net of valuation allowance

 

 

48,385

 

 

 

38,203

 

Deferred tax liabilities:

 

 

 

 

 

 

Accrued expenses and reserves

 

 

(6,255

)

 

 

(5,424

)

State taxes

 

 

(1,322

)

 

 

(570

)

Depreciation

 

 

(569

)

 

 

(1,264

)

Right-of-use lease assets

 

 

(10,234

)

 

 

(6,191

)

Total gross deferred liabilities

 

 

(18,380

)

 

 

(13,449

)

Net deferred tax assets

 

$

30,005

 

 

$

24,754

 

 
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,

 

 

 

2023

 

 

2022

 

 

2021

 

Computed “expected” tax expense

 

 

21.0

%

 

 

21.0

%

 

 

21.0

%

State and local income taxes, net of federal tax benefit

 

 

5.0

 

 

 

4.0

 

 

 

1.1

 

Foreign-derived intangible income

 

 

(1.4

)

 

 

(1.1

)

 

 

(0.4

)

Permanent items

 

 

0.7

 

 

 

0.2

 

 

 

0.1

 

Equity-based compensation

 

 

(0.3

)

 

 

(0.7

)

 

 

(16.8

)

Other

 

 

0.5

 

 

 

—

 

 

 

(0.3

)

 

 

 

25.5

%

 

 

23.4

%

 

 

4.7

%
v3.24.0.1
Equity-based Compensation (Tables)
 12 Months Ended
Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Weighted Average Valuation Assumptions of Grants

The weighted average assumptions for the grants in the years ended December 31, 2023, 2022 and 2021 are provided in the following table:

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Valuation assumptions:

 

 

 

 

 

 

 

 

 

Expected dividend yield

 

 

—

%

 

 

—

%

 

 

—

%

Expected volatility

 

 

46.2

%

 

 

47.3

%

 

 

41.1

%

Expected term (years)

 

 

6.5

 

 

 

6.5

 

 

 

6.5

 

Risk-free interest rate

 

 

4.3

%

 

 

2.4

%

 

 

1.2

%

 

 
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
(in thousands)

 

Balance at January 1, 2023

 

 

2,596,718

 

 

$

17.60

 

 

 

7.0

 

 

$

23,408

 

Granted

 

 

2,841,203

 

 

 

13.92

 

 

 

9.6

 

 

 

 

Exercised

 

 

(103,107

)

 

 

7.29

 

 

 

—

 

 

 

 

Forfeited

 

 

(77,415

)

 

 

26.79

 

 

 

—

 

 

 

 

Expired

 

 

(27,959

)

 

 

27.90

 

 

 

—

 

 

 

 

Balance at December 31, 2023

 

 

5,229,440

 

 

 

15.62

 

 

 

8.0

 

 

 

18,882

 

Exercisable at December 31, 2023

 

 

1,379,783

 

 

 

14.03

 

 

 

5.4

 

 

 

6,824

 

Vested and expected to vest

 

 

3,828,378

 

 

 

16.55

 

 

 

7.4

 

 

 

13,951

 
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
(in thousands)

 

Unvested at January 1, 2023

 

 

28,374

 

 

$

37.26

 

 

 

0.4

 

 

$

632

 

Granted (1)

 

 

134,206

 

 

 

25.48

 

 

 

0.2

 

 

 

—

 

Vested

 

 

(31,975

)

 

 

32.47

 

 

 

 

 

 

 

Forfeited (2)

 

 

(97,469

)

 

 

28.51

 

 

 

 

 

 

 

Unvested at December 31, 2023

 

 

33,136

 

 

 

19.91

 

 

 

0.4

 

 

 

549

 
(1)
Includes an adjustment of 5,100 shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
(2)
Includes an adjustment of (93,573) shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
v3.24.0.1
Earnings per Share (Tables)
 12 Months Ended
Dec. 31, 2023
Earnings Per Share [Abstract]  
Schedule of Calculation of Basic and Diluted Earnings per Share

The following table presents the calculation of basic and diluted earnings per share:

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

 

 

Class A

 

 

Class B

 

 

Class A

 

 

Class B

 

 

Class A

 

 

Class B

 

Numerator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

15,572

 

 

$

12,575

 

 

$

32,531

 

 

$

26,166

 

 

$

51,426

 

 

$

48,414

 

Reallocation of undistributed earnings as a result of conversion of Class B to Class A shares

 

 

12,575

 

 

 

—

 

 

 

26,166

 

 

 

—

 

 

 

48,414

 

 

 

—

 

Reallocation of undistributed earnings to Class B shares

 

 

—

 

 

 

132

 

 

 

—

 

 

 

526

 

 

 

—

 

 

 

1,403

 

Net income attributable to common stockholders - diluted

 

$

28,147

 

 

$

12,707

 

 

$

58,697

 

 

$

26,692

 

 

$

99,840

 

 

$

49,817

 

Denominator

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares used to compute earnings per share — basic

 

 

40,364

 

 

 

32,597

 

 

 

40,632

 

 

 

32,682

 

 

 

37,350

 

 

 

35,163

 

Conversion of Class B to Class A common shares outstanding

 

 

32,597

 

 

 

—

 

 

 

32,682

 

 

 

—

 

 

 

35,163

 

 

 

—

 

Effect of dilutive stock options and RSUs

 

 

622

 

 

 

622

 

 

 

1,206

 

 

 

1,206

 

 

 

2,034

 

 

 

2,034

 

Weighted average number of shares used to compute earnings per share — diluted

 

 

73,583

 

 

 

33,219

 

 

 

74,520

 

 

 

33,888

 

 

 

74,547

 

 

 

37,197

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.39

 

 

$

0.39

 

 

$

0.80

 

 

$

0.80

 

 

$

1.38

 

 

$

1.38

 

Diluted

 

$

0.38

 

 

$

0.38

 

 

$

0.79

 

 

$

0.79

 

 

$

1.34

 

 

$

1.34

 
Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Earnings per Share

The following have been excluded from the computation of basic and diluted earnings per share as their effect would have been anti-dilutive (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Stock options to purchase Class A
   and Class B common stock, and RSUs

 

 

1,365

 

 

 

534

 

 

 

456

 
v3.24.0.1
Segment Information (Tables)
 12 Months Ended
Dec. 31, 2023
Segment Reporting [Abstract]  
Summary of Net Sales and Gross Profit of Reportable Segments

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

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net sales

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

904,525

 

 

$

921,676

 

 

$

745,127

 

FWRD

 

 

164,194

 

 

 

179,740

 

 

 

146,263

 

Total

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 

 

Gross profit

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

491,817

 

 

$

514,585

 

 

$

420,151

 

FWRD

 

 

62,382

 

 

 

77,738

 

 

 

69,672

 

Total

 

$

554,199

 

 

$

592,323

 

 

$

489,823

 

 
Schedule of Net Sales by Geographic Area

All of our long-lived assets and goodwill are located in the United States as of the years ended December 31, 2023, 2022 and 2021. The following table lists net sales by geographic area (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

United States

 

$

870,405

 

 

$

914,364

 

 

$

726,292

 

Rest of the world (1)

 

 

198,314

 

 

 

187,052

 

 

 

165,098

 

Total net sales

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 
(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, 2023, 2022 and 2021 (in thousands):

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net Sales

 

 

 

 

 

 

 

 

 

Fashion Apparel

 

$

469,718

 

 

$

508,282

 

 

$

467,257

 

Dresses

 

 

315,237

 

 

 

332,358

 

 

 

223,203

 

Handbags, Shoes and Accessories

 

 

235,085

 

 

 

220,551

 

 

 

164,565

 

Beauty

 

 

41,612

 

 

 

32,618

 

 

 

30,049

 

Other (1)

 

 

7,067

 

 

 

7,607

 

 

 

6,316

 

Total net sales

 

$

1,068,719

 

 

$

1,101,416

 

 

$

891,390

 

 

 

 

 

 

 

 

 

 

 

As a percentage of net sales

 

 

 

 

 

 

 

 

 

Fashion Apparel

 

 

44

%

 

 

46

%

 

 

52

%

Dresses

 

 

29

%

 

 

30

%

 

 

25

%

Handbags, Shoes and Accessories

 

 

22

%

 

 

20

%

 

 

19

%

Beauty

 

 

4

%

 

 

3

%

 

 

3

%

Other (1)

 

 

1

%

 

 

1

%

 

 

1

%

Total net sales

 

 

100

%

 

 

100

%

 

 

100

%
(1)
Includes deferred revenue, shipping revenue and other revenue.
v3.24.0.1
Detail of Certain Balance Sheet Accounts (Tables)
 12 Months Ended
Dec. 31, 2023
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,

 

 

 

2023

 

 

2022

 

Expected merchandise returns, net

 

$

26,127

 

 

$

25,274

 

Advanced payments on inventory to be delivered from vendors

 

 

10,306

 

 

 

10,827

 

Other

 

 

29,090

 

 

 

23,773

 

Total prepaid expenses and other current assets

 

$

65,523

 

 

$

59,874

 
Schedule of Accrued Expenses

Accrued expenses consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Marketing

 

$

14,113

 

 

$

12,049

 

Salaries and related benefits

 

 

6,683

 

 

 

7,190

 

Legal matters

 

 

5

 

 

 

6,250

 

Sales taxes

 

 

5,332

 

 

 

3,934

 

Selling and distribution

 

 

3,927

 

 

 

3,550

 

Other

 

 

10,654

 

 

 

5,293

 

Total accrued expenses

 

$

40,714

 

 

$

38,266

 

 
Schedule of Other Current Liabilities

Other current liabilities consist of the following (in thousands):

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Store credit

 

$

13,389

 

 

$

11,968

 

Loyalty Club liability

 

 

5,530

 

 

 

4,405

 

Gift cards

 

 

4,489

 

 

 

3,955

 

Other

 

 

7,034

 

 

 

2,249

 

Total other current liabilities

 

$

30,442

 

 

$

22,577

 
v3.24.0.1
Significant Accounting Policies - Additional Information (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Point
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Summary Of Significant Accounting Policies [Line Items]      
Loyalty program description Loyalty Club program within the REVOLVE and FWRD segments. Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 reward once they earn 2,000 points    
Reward amount $ 20    
Number of reward point | Point 2,000    
Revenue recognized $ 1,068,719,000 $ 1,101,416,000 $ 891,390,000
Selling and distribution 197,052,000 190,419,000 133,506,000
Impairment losses 0 0 0
Goodwill 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 $ 212,000,000 165,900,000  
Equipment and Fixtures, and Leasehold Improvements      
Summary Of Significant Accounting Policies [Line Items]      
Estimated useful lives us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember    
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 $ 128,100,000 120,800,000 84,800,000
Topic 606 | Breakage on Store Credit and Gift Cards      
Summary Of Significant Accounting Policies [Line Items]      
Revenue recognized $ 2,600,000 $ 1,700,000 $ 1,200,000
v3.24.0.1
Significant Accounting Policies - Summary of Sales Return Reserve (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Accounting Policies [Abstract]      
Beginning balance $ 63,381 $ 49,296 $ 25,602
Returns (1,505,490) (1,396,396) (870,445)
Provisions 1,505,889 1,410,481 894,139
Ending balance $ 63,780 $ 63,381 $ 49,296
v3.24.0.1
Goodwill and Other Intangible Assets, Net - Additional Information (Details) - USD ($)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
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 $ 100,000 $ 100,000 $ 100,000
v3.24.0.1
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
Dec. 31, 2023
Dec. 31, 2022
Finite Lived Intangible Assets [Line Items]    
Total intangible assets $ 4,599 $ 4,144
Less accumulated amortization (2,724) (2,544)
Total intangible assets, net 1,875 1,600
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 $ 4,218 $ 3,763
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 and $1.0 million of intangible assets not subject to amortization as of December 31, 2023 and 2022, respectively.
v3.24.0.1
Goodwill and Other Intangible Assets, Net - Schedule of Gross Amounts and Accumulated Amortization of Acquired Identifiable Intangible Assets with Finite Useful Lives (Parenthetical) (Details) - USD ($)
$ in Millions
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]    
Trademarks not subject to amortization $ 1.2 $ 1.0
v3.24.0.1
Goodwill and Other Intangible Assets, Net - Schedule of Future Estimated Amortization Expense of Acquired Identifiable Intangible Assets (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]  
2024 $ 188
2025 179
2026 163
2027 144
2028 133
Thereafter 242
Total amortization expense $ 1,049
v3.24.0.1
Property and Equipment, Net - Summary of Property and Equipment, Net (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Property Plant And Equipment [Line Items]    
Total property and equipment $ 25,757 $ 22,015
Less accumulated depreciation and amortization (17,994) (13,081)
Total property and equipment, net 7,763 8,934
Office and Warehouse Equipment and Fixtures    
Property Plant And Equipment [Line Items]    
Total property and equipment 12,831 12,169
Computer Equipment and Capitalized Software    
Property Plant And Equipment [Line Items]    
Total property and equipment 9,856 7,379
Leasehold Improvements    
Property Plant And Equipment [Line Items]    
Total property and equipment 2,683 2,081
Other    
Property Plant And Equipment [Line Items]    
Total property and equipment $ 387 $ 386
v3.24.0.1
Property and Equipment, Net - Additional Information (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Property Plant And Equipment [Line Items]      
Depreciation expense $ 5.0 $ 4.7 $ 4.4
General and Administrative Expense      
Property Plant And Equipment [Line Items]      
Depreciation expense 2.7 2.6 2.4
Fulfilment Expense      
Property Plant And Equipment [Line Items]      
Depreciation expense $ 2.3 $ 2.1 $ 2.0
v3.24.0.1
Leases - Additional Information (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]    
Operating lease, description Operating leases with a term greater than one year are recorded on the consolidated balance sheets as right-of-use lease assets and lease liabilities at the commencement date.  
Weighted-average remaining term 4 years 10 months 24 days 5 years 1 month 6 days
Weighted-average discount rate 8.50% 5.00%
Minimum    
Lessee, Lease, Description [Line Items]    
Operating lease, term 1 year  
v3.24.0.1
Leases - Summary of Components of Lease Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Leases [Abstract]      
Operating lease expense $ 8,991 $ 6,138 $ 4,528
Short-term lease expense 105 119 183
Variable lease expense 876 465 247
Total $ 9,972 $ 6,722 $ 4,958
v3.24.0.1
Leases - Summary of Future Minimum Lease Payments (Details)
$ in Thousands
Dec. 31, 2023
USD ($)
Leases [Abstract]  
2024 $ 9,940
2025 10,797
2026 11,154
2027 9,559
2028 6,521
Thereafter 1,955
Total minimum lease payments 49,926
Less imputed interest (8,937)
Present value of lease liabilities $ 40,989
v3.24.0.1
Line of Credit - Additional Information (Details) - Revolving Credit Facility - USD ($)
 12 Months Ended
May 11, 2023
Mar. 23, 2021
Dec. 31, 2023
Dec. 31, 2022
Line Of Credit Facility [Line Items]        
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) an adjusted term SOFR rate determined on the basis of a one-month interest period, plus 1.00%, or (2) an adjusted term SOFR rate, subject to a floor of 0.00%, in each case, plus a margin ranging from 0.25% to 0.75% per year in the case of base rate loans, and 1.25% to 1.75% per year in the case of term SOFR rate loans.  
SOFR Rate        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 1.00%      
Bank of America, N.A,        
Line Of Credit Facility [Line Items]        
Line of credit facility agreement date   Mar. 23, 2021    
Line of credit facility expiration date   Mar. 23, 2026    
Maximum amount of line of credit   $ 75,000,000    
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 certain of our activities  
Line of credit facility, dividend restrictions     prohibited from paying cash dividends with respect to our capital stock  
Bank of America, N.A, | Federal Funds Rate        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 0.50%      
Bank of America, N.A, | Margin Rate | Minimum        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 0.25%      
Bank of America, N.A, | Margin Rate | Maximum        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 0.75%      
Bank of America, N.A, | SOFR Rate        
Line Of Credit Facility [Line Items]        
Interest rate terms     one-month interest period  
Floor rate (as a percent) 0.00%      
Bank of America, N.A, | SOFR Rate | Minimum        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 1.25%      
Bank of America, N.A, | SOFR Rate | Maximum        
Line Of Credit Facility [Line Items]        
Basis spread on variable rate (as a percent) 1.75%      
v3.24.0.1
Commitments and Contingencies - Additional Information (Details) - USD ($)
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Nov. 30, 2023
Feb. 28, 2023
Dec. 31, 2023
Mar. 31, 2023
Dec. 31, 2023
Dec. 31, 2022
Commitments and Contingencies Disclosure [Line Items]            
Expected cash payments for litigation settlements         $ 2.6  
Cash payments for litigation settlements $ 7.3 $ 1.5        
General and Administrative Expense            
Commitments and Contingencies Disclosure [Line Items]            
Accrued expenses on settlement of case     $ 2.8 $ 0.3 $ 7.3 $ 6.3
Other Income            
Commitments and Contingencies Disclosure [Line Items]            
Insurance proceeds   $ 5.1        
v3.24.0.1
Income Taxes - Schedule of Income Before Income Tax Expense (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Domestic $ 31,942 $ 66,966 $ 94,770
Foreign 5,819 9,650 9,958
Income before income taxes $ 37,761 $ 76,616 $ 104,728
v3.24.0.1
Income Taxes - Components of Provision for Income Tax Expense (Benefit) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Current:      
U.S. federal $ 8,758 $ 16,480 $ 6,233
State and local 4,740 5,300 2,008
Foreign 1,367 1,834 1,892
Current income tax expense (benefit) 14,865 23,614 10,133
Deferred:      
U.S. federal (2,853) (4,249) (4,696)
State and local (2,398) (1,446) (549)
Deferred income tax expense (benefit) (5,251) (5,695) (5,245)
Total:      
U.S. federal 5,905 12,231 1,537
State and local 2,342 3,854 1,459
Foreign 1,367 1,834 1,892
Income tax expense (benefit) $ 9,614 $ 17,919 $ 4,888
v3.24.0.1
Income Taxes - Schedule of Net Deferred Tax Assets (Liabilities) (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Deferred tax assets:    
Accrued liabilities, reserves and other $ 16,689 $ 16,050
UNICAP 6,081 5,219
Tax basis goodwill 1,024 1,240
Investment in FORWARD 4,032 3,555
Equity-based compensation 3,638 2,665
Deferred revenue 4,077 2,086
Research and development expenses 1,332 781
Lease liabilities 11,511 6,606
Net operating loss 24 28
Gross deferred tax assets 48,408 38,230
Valuation allowance (23) (27)
Deferred tax assets, net of valuation allowance 48,385 38,203
Deferred tax liabilities:    
Accrued expenses and reserves (6,255) (5,424)
State taxes (1,322) (570)
Depreciation (569) (1,264)
Right-of-use lease assets (10,234) (6,191)
Total gross deferred liabilities (18,380) (13,449)
Net deferred tax assets $ 30,005 $ 24,754
v3.24.0.1
Income Taxes - Additional Information (Details)
 12 Months Ended
Dec. 31, 2023
USD ($)
Operating Loss Carryforwards [Line Items]  
Interest or penalties related to income taxes $ 0
v3.24.0.1
Income Taxes - Schedule of Effective Tax Rate (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Tax Disclosure [Abstract]      
Computed “expected” tax expense 21.00% 21.00% 21.00%
State and local income taxes, net of federal tax benefit 5.00% 4.00% 1.10%
Foreign-derived intangible income (1.40%) (1.10%) (0.40%)
Permanent items 0.70% 0.20% 0.10%
Equity-based compensation (0.30%) (0.70%) (16.80%)
Other 0.50%   (0.30%)
Effective tax rate 25.50% 23.40% 4.70%
v3.24.0.1
Equity-based Compensation - Additional Information (Details) - USD ($)
$ / shares in Units, $ in Millions
 1 Months Ended 12 Months Ended
Jan. 01, 2024
Nov. 03, 2023
Sep. 15, 2023
Jun. 30, 2019
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Dividend yield         0.00%      
Stock option granted         2,841,203      
Weighted average grant date fair value of options granted         $ 7.24      
Tax benefits in relation to equity-based compensation         $ 0.1 $ 0.5 $ 17.6  
General and Administrative Expense                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Equity-based compensation cost         $ 5.8 $ 5.9 $ 4.8  
Class A Common Stock | Restricted Stock Units (RSUs)                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Restricted stock unit granted         129,106      
Weighted average grant date fair value granted         $ 25.48      
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
2019 Equity Incentive Plan                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Common stock reserved for issuance         9,100,000      
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 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         $ 17.5      
Total unrecognized compensation cost to be recognized, weighted average service period         3 years 4 months 24 days      
2019 Equity Incentive Plan | Employee Stock Option                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Total unrecognized compensation cost         $ 17.5      
Total unrecognized compensation cost to be recognized, weighted average service period         3 years 4 months 24 days      
2019 Equity Incentive Plan | Subsequent Event                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Increase in number of shares reserved for future issuance, shares 0              
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 [1]         134,206      
Weighted average grant date fair value granted [1]         $ 25.48      
2023 Performance Option Awards                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Weighted average exercise price, granted   $ 13.35 $ 13.05          
Restricted stock unit granted   49,971 1,701,479          
Weighted average grant date fair value granted   $ 6.94 $ 6.79          
Equity-based compensation cost         $ 0.3      
2023 Performance Option Awards | Financial Milestone                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Total unrecognized compensation cost         $ 2.1      
Total unrecognized compensation cost to be recognized, weighted average service period         2 years 3 months 18 days      
2023 Performance Option Awards | Operational Milestone                
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]                
Total unrecognized compensation cost         $ 9.5      
[1] Includes an adjustment of 5,100 shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
v3.24.0.1
Equity-based Compensation - Summary of Weighted Average Assumptions for Grants (Details)
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Valuation assumptions:      
Expected dividend yield 0.00%    
Expected volatility 46.20% 47.30% 41.10%
Expected term (years) 6 years 6 months 6 years 6 months 6 years 6 months
Risk-free interest rate 4.30% 2.40% 1.20%
v3.24.0.1
Equity-based Compensation - Summary of Equity Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of Shares, Granted 2,841,203  
2013 and 2019 Equity Incentive Plan    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Number of Shares, Beginning balance 2,596,718  
Number of Shares, Granted 2,841,203  
Number of Shares, Exercised (103,107)  
Number of Shares, Forfeited (77,415)  
Number of Shares, Expired (27,959)  
Number of Shares, Ending balance 5,229,440 2,596,718
Number of Shares, Exercisable 1,379,783  
Number of Shares, Vested and expected to vest 3,828,378  
Weighted Average Exercise Price, Beginning balance $ 17.60  
Weighted Average Exercise Price, Granted 13.92  
Weighted Average Exercise Price, Exercised 7.29  
Weighted Average Exercise Price, Forfeited 26.79  
Weighted Average Exercise Price, Expired 27.9  
Weighted Average Exercise Price, Ending balance 15.62 $ 17.60
Weighted Average Exercise Price, Exercisable 14.03  
Weighted Average Exercise Price, Vested and expected to vest $ 16.55  
Weighted Average Remaining Contractual Term 8 years 7 years
Weighted Average Remaining Contractual Term, Granted 9 years 7 months 6 days  
Weighted Average Remaining Contractual Term, Exercisable 5 years 4 months 24 days  
Weighted Average Remaining Contractual Term, Vested and expected to vest 7 years 4 months 24 days  
Aggregate Intrinsic Value, Balance $ 18,882 $ 23,408
Aggregate Intrinsic Value, Exercisable 6,824  
Aggregate Intrinsic Value, Vested and expected to vest $ 13,951  
v3.24.0.1
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, 2023
Dec. 31, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Class A Common Stock, Granted 129,106  
Weighted Average Grant Date Fair Value,Granted $ 25.48  
2019 Equity Incentive Plan    
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]    
Class A Common Stock, Beginning balance 28,374  
Class A Common Stock, Granted [1] 134,206  
Class A Common Stock, Vested (31,975)  
Class A Common Stock, Forfeited [2] (97,469)  
Class A Common Stock, Ending balance 33,136 28,374
Weighted Average Grant Date Fair Value, Beginning balance $ 37.26  
Weighted Average Grant Date Fair Value,Granted [1] 25.48  
Weighted Average Grant Date Fair Value,Vested 32.47  
Weighted Average Grant Date Fair Value,Forfeited [2] 28.51  
Weighted Average Grant Date Fair Value,Ending Balance $ 19.91 $ 37.26
Weighted Average Remaining Contractual Term 4 months 24 days 4 months 24 days
Weighted Average Remaining Contractual Term, Granted [1] 2 months 12 days  
Aggregate Intrinsic Value, Balance $ 549 $ 632
[1] Includes an adjustment of 5,100 shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
[2] Includes an adjustment of (93,573) shares underlying performance-based RSU awards made during the year ended December 31, 2023. The vesting of such RSUs is based upon the Company’s current performance against predefined financial targets.
v3.24.0.1
Equity-based Compensation - Summary of RSU Award Activity (Parenthetical) (Details) - 2019 Equity Incentive Plan - Performance-Based RSU Awards
 12 Months Ended
Dec. 31, 2023
shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]  
Restricted stock unit granted 5,100
Class A Common Stock, Forfeited (93,573)
v3.24.0.1
Earnings per Share - Additional Information (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2023
Vote
shares
Aug. 31, 2023
USD ($)
Common Class A    
Earnings Per Share [Line Items]    
Number of votes per share 1  
Conversion of stock | shares 1  
Stock repurchase program, authorized amount | $   $ 100
Common Class B    
Earnings Per Share [Line Items]    
Number of votes per share 10  
v3.24.0.1
Earnings per Share - Schedule of Calculation of Basic and Diluted Earnings per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Numerator      
Net Income (Loss) $ 28,147 $ 58,697 $ 99,840
Denominator      
Basic 72,961 73,314 72,513
Weighted average number of shares used to compute earnings (net loss) per share — diluted 73,583 74,520 74,547
Earnings (net loss) per share:      
Basic $ 0.39 $ 0.80 $ 1.38
Diluted $ 0.38 $ 0.79 $ 1.34
Common Class A      
Numerator      
Net Income (Loss) $ 15,572 $ 32,531 $ 51,426
Reallocation of undistributed earnings 12,575 26,166 48,414
Net income (loss) attributable to common stockholders - diluted $ 28,147 $ 58,697 $ 99,840
Denominator      
Basic 40,364 40,632 37,350
Conversion of Class B to Class A common shares outstanding 32,597 32,682 35,163
Effect of dilutive stock options and RSUs 622 1,206 2,034
Weighted average number of shares used to compute earnings (net loss) per share — diluted 73,583 74,520 74,547
Earnings (net loss) per share:      
Basic $ 0.39 $ 0.8 $ 1.38
Diluted $ 0.38 $ 0.79 $ 1.34
Common Class B      
Numerator      
Net Income (Loss) $ 12,575 $ 26,166 $ 48,414
Reallocation of undistributed earnings 132 526 1,403
Net income (loss) attributable to common stockholders - diluted $ 12,707 $ 26,692 $ 49,817
Denominator      
Basic 32,597 32,682 35,163
Effect of dilutive stock options and RSUs 622 1,206 2,034
Weighted average number of shares used to compute earnings (net loss) per share — diluted 33,219 33,888 37,197
Earnings (net loss) per share:      
Basic $ 0.39 $ 0.8 $ 1.38
Diluted $ 0.38 $ 0.79 $ 1.34
v3.24.0.1
Earnings per Share - Schedule of Antidilutive Securities Excluded from Computation of Basic and Diluted Earnings Share (Details) - shares
shares in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Employee Stock Options And Restricted Stock Units R S U | Common Class A and Class B      
Earnings Per Share [Line Items]      
Stock options to purchase common shares and RSUs 1,365 534 456
v3.24.0.1
Stock Repurchase Program - Additional Information (Details) - Class A Common Stock - USD ($)
$ / shares in Units, $ in Millions
 12 Months Ended
Dec. 31, 2023
Aug. 31, 2023
Stock Repurchase Program    
Stock repurchase program, authorized amount   $ 100.0
Repurchased and retired shares of Class A common stock 2,198,854  
Repurchases of Class A common stock $ 30.6  
Average price $ 13.91  
v3.24.0.1
Segment Information - Additional Information (Details)
 12 Months Ended
Dec. 31, 2023
Segment
Customer
Dec. 31, 2022
Customer
Dec. 31, 2021
Customer
Segment Reporting Information [Line Items]      
Number of reportable segments | Segment 2    
Segment reporting, disclosure of customers During the years ended December 31, 2023, 2022 and 2021, 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%
v3.24.0.1
Segment Information - Summary of Net Sales and Gross Profit of Reportable Segments (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Net sales $ 1,068,719 $ 1,101,416 $ 891,390
Gross profit 554,199 592,323 489,823
REVOLVE      
Segment Reporting Information [Line Items]      
Net sales 904,525 921,676 745,127
Gross profit 491,817 514,585 420,151
FWRD      
Segment Reporting Information [Line Items]      
Net sales 164,194 179,740 146,263
Gross profit $ 62,382 $ 77,738 $ 69,672
v3.24.0.1
Segment Information - Schedule of Net Sales by Geographic Area (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Revenues From External Customers And Long Lived Assets [Line Items]      
Total net sales $ 1,068,719 $ 1,101,416 $ 891,390
United States      
Revenues From External Customers And Long Lived Assets [Line Items]      
Total net sales 870,405 914,364 726,292
Rest of the world      
Revenues From External Customers And Long Lived Assets [Line Items]      
Total net sales $ 198,314 $ 187,052 $ 165,098
v3.24.0.1
Segment Information - Summary of Net Sales and Percentage of Net Sales by Product Category (Details) - USD ($)
$ in Thousands
 12 Months Ended
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Segment Reporting Information [Line Items]      
Total net sales $ 1,068,719 $ 1,101,416 $ 891,390
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 $ 469,718 $ 508,282 $ 467,257
Fashion Apparel | Sales Revenue, Net | Product Concentration Risk      
Segment Reporting Information [Line Items]      
Percentage of net sales 44.00% 46.00% 52.00%
Dresses      
Segment Reporting Information [Line Items]      
Total net sales $ 315,237 $ 332,358 $ 223,203
Dresses | Sales Revenue, Net | Product Concentration Risk      
Segment Reporting Information [Line Items]      
Percentage of net sales 29.00% 30.00% 25.00%
Handbags, Shoes and Accessories      
Segment Reporting Information [Line Items]      
Total net sales $ 235,085 $ 220,551 $ 164,565
Handbags, Shoes and Accessories | Sales Revenue, Net | Product Concentration Risk      
Segment Reporting Information [Line Items]      
Percentage of net sales 22.00% 20.00% 19.00%
Beauty      
Segment Reporting Information [Line Items]      
Total net sales $ 41,612 $ 32,618 $ 30,049
Beauty | Sales Revenue, Net | Product Concentration Risk      
Segment Reporting Information [Line Items]      
Percentage of net sales 4.00% 3.00% 3.00%
Other      
Segment Reporting Information [Line Items]      
Total net sales $ 7,067 $ 7,607 $ 6,316
Other | Sales Revenue, Net | Product Concentration Risk      
Segment Reporting Information [Line Items]      
Percentage of net sales 1.00% 1.00% 1.00%
v3.24.0.1
Detail of Certain Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Prepaid Expense and Other Assets, Current [Abstract]    
Expected merchandise returns, net $ 26,127 $ 25,274
Advanced payments on inventory to be delivered from vendors 10,306 10,827
Other 29,090 23,773
Total prepaid expenses and other current assets $ 65,523 $ 59,874
v3.24.0.1
Detail of Certain Balance Sheet Accounts - Schedule of Accrued Expenses (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Accrued Liabilities, Current [Abstract]    
Marketing $ 14,113 $ 12,049
Salaries and related benefits 6,683 7,190
Legal matters 5 6,250
Sales taxes 5,332 3,934
Selling and distribution 3,927 3,550
Other 10,654 5,293
Total accrued expenses $ 40,714 $ 38,266
v3.24.0.1
Detail of Certain Balance Sheet Accounts - Schedule of Other Current Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2023
Dec. 31, 2022
Other Liabilities, Current [Abstract]    
Store credit $ 13,389 $ 11,968
Loyalty Club liability 5,530 4,405
Gift cards 4,489 3,955
Other 7,034 2,249
Total other current liabilities $ 30,442 $ 22,577