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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2025

 

REVOLVE GROUP, INC.

(Exact name of Registrant as Specified in Its Charter)

 

Delaware

001-38927

46-1640160

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

12889 Moore Street

Cerritos, California

90703

(Address of Principal Executive Offices)

(Zip Code)

(562) 677-9480

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

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

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s):

 

Name of each exchange on which registered:

Class A Common Stock, par value $0.001 per share

 

RVLV

 

New York Stock Exchange

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 


 

Item 2.02 Results of Operations and Financial Condition.

 

On November 4, 2025, Revolve Group, Inc. issued a press release announcing its financial results for its third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information included in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto are being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit No.

Description

99.1

Press Release dated November 4, 2025

104

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

 

2


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

REVOLVE GROUP, INC.

Date: November 4, 2025

By:

/s/ JESSE TIMMERMANS

Jesse Timmermans

Chief Financial Officer

 

 

3


EX-99.1 2 rvlv-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img94756311_0.jpg

 

Revolve Group Announces Third Quarter 2025 Financial Results

 

Los Angeles, CA – November 4, 2025 - Revolve Group, Inc. (NYSE: RVLV), the next-generation fashion retailer for Millennial and Generation Z consumers, today announced financial results for the third quarter ended September 30, 2025.

 

 

Third Quarter 2025 Financial Summary

 

 

Three Months Ended September 30,

 

 

2025

 

 

2024

 

 

YoY Change

 

 

(in thousands, except percentages)

Net sales

 

$

295,631

 

 

$

283,146

 

 

4%

Gross profit

 

$

161,516

 

 

$

144,867

 

 

11%

Gross margin

 

 

54.6

%

 

 

51.2

%

 

 

Net income

 

$

21,179

 

 

$

10,751

 

 

97%

Adjusted EBITDA (non-GAAP financial measure)

 

$

25,347

 

 

$

17,503

 

 

45%

Net cash provided by operating activities

 

$

11,818

 

 

$

9,052

 

 

31%

Free cash flow (non-GAAP financial measure)

 

$

6,627

 

 

$

6,171

 

 

7%

 

 

Operational Metrics

 

 

Three Months Ended September 30,

 

 

2025

 

 

2024

 

 

YoY Change

 

 

(in thousands, except average order value and percentages)

Active customers (trailing 12 months)

 

 

2,747

 

 

 

2,628

 

 

5%

Total orders placed

 

 

2,300

 

 

 

2,200

 

 

5%

Average order value

 

$

306

 

 

$

303

 

 

1%

 

 


 

"We had a very solid third quarter, highlighted by exceptional gross margin performance that drove an 11% increase in gross profit year-over-year and a 45% increase in Adjusted EBITDA to $25 million, our highest ever for a third quarter,” said co-founder and co-CEO Mike Karanikolas. “Particularly in the current tariff environment, I am extremely pleased by our nearly 350 basis point increase in gross margin year-over-year that further validates the competitive advantages of our data-driven merchandising and puts us on track to expand our gross margin and Adjusted EBITDA margin in the full year 2025 for the second straight year.”

 

“At a time when the dynamic operating environment has forced key competitors to dial back investment, our healthy cash flow and rock-solid balance sheet, highlighted by a cash balance of $315 million, enables us to continue to invest in exciting long-term initiatives such as international expansion, development of new owned brands, further leveraging AI technology, and the physical retail opportunity that we believe positions us to accelerate our market share capture and achieve profitable growth for years to come,” said co-founder and co-CEO Michael Mente.

 

Additional Third Quarter 2025 Metrics and Results Commentary

Trailing 12-month active customers grew to 2,747,000 as of September 30, 2025, an increase of 5% year-over-year.
Net sales were $295.6 million, a year-over-year increase of 4%.
Gross profit was $161.5 million, a year-over-year increase of 11%.
Gross margin was 54.6%, an increase of 347 basis points year-over-year. The increase primarily reflects shallower markdowns within the markdown sales, a higher mix of full price sales year-over-year and increased margins on these sales, and a higher mix of Owned Brand net sales that carry higher margins than third-party brands.
Fulfillment costs were $9.8 million, or 3.3% of net sales, compared to $9.3 million, or 3.3% of net sales, in the third quarter of 2024.
Selling and distribution costs were $51.7 million, or 17.5% of net sales, compared to $47.9 million, or 16.9% of net sales, in the third quarter of 2024. The reduced efficiency year-over-year as a percentage of net sales primarily reflects a higher proportion of returned purchases and higher shipping rates year-over-year, partially offset by an increase in average order value.
Marketing costs were $40.4 million, or 13.7% of net sales, compared to $39.5 million, or 14.0% of net sales, in the third quarter of 2024. The increased efficiency year-over-year as a percentage of net sales reflects increased efficiencies in our marketing investments across both performance marketing and brand marketing.
General and administrative costs were $38.6 million, or 13.0% of net sales, compared to $33.9 million, or 12.0% of net sales, in the third quarter of 2024. The decreased efficiency year-over-year as a percentage of net sales primarily reflects our increased investment in strategic growth initiatives and a $1.0 million increase in non-routine costs year-over-year.
Net income was $21.2 million, a year-over-year increase of 97%, and included an insurance recovery of $4.5 million ($3.4 million, net of taxes) within other income, net.
Adjusted EBITDA was $25.3 million, a year-over-year increase of 45%, that primarily reflects a year-over-year increase in net sales and gross profit combined with increased year-over-year efficiency in our marketing investments, partially offset by increased general and administrative expenses and reduced efficiency in selling and distribution costs year-over-year.
Diluted earnings per share (EPS) was $0.29, a year-over-year increase of 93% from $0.15 in the third quarter of 2024. EPS for the third quarter of 2025 included the insurance recovery mentioned above equivalent to approximately $0.05 per diluted share.

Additional Net Sales Commentary

REVOLVE segment net sales were $254.6 million, a year-over-year increase of 5%.
FWRD segment net sales were $41.0 million, a year-over-year increase of 3%.
Domestic net sales were $231.4 million, a year-over-year increase of 4%.
International net sales were $64.2 million, a year-over-year increase of 6%.

 


 

Cash Flow and Balance Sheet

Net cash provided by operating activities was $11.8 million for the quarter and $69.6 million for the nine months ended September 30, 2025, a year-over-year increase of 31% and 206%, respectively, compared to the three and nine months ended September 30, 2024.
Free cash flow was $6.6 million for the quarter, a year-over-year increase of 7%, primarily due to increased net income year-over-year, partially offset by increased capital expenditures related to the build out of our retail store in Los Angeles. For the nine months ended September 30, 2025, free cash flow was $59.0 million, an increase of 265% year-over-year that primarily reflects increased net income and favorable movements in working capital, partially offset by increased capital expenditures year-over-year.
Stock repurchases were $0.3 million for the third quarter ended September 30, 2025, exclusive of broker fees and
excise taxes. We repurchased 14,612 shares of our Class A common stock during the third quarter at an
average cost of $19.36 per share. $55.6 million remained available under our $100 million stock
repurchase program as of September 30, 2025.
Cash and cash equivalents: The cash flow generation has further strengthened our balance sheet and liquidity. Cash and cash equivalents as of September 30, 2025 were $315.4 million, an increase of $4.7 million, or 2%, from $310.7 million as of June 30, 2025, and an increase of $62.6 million, or 25%, from $252.8 million as of September 30, 2024. Our balance sheet as of September 30, 2025 remains debt free.
Inventory as of September 30, 2025 was $238.8 million, a decrease of $1.2 million, or 1%, year-over-year, from the inventory balance of $240.0 million as of September 30, 2024.

 

Additional trend information regarding Revolve Group’s third quarter of 2025 financial results and operating metrics is available in the Q3 2025 Financial Highlights presentation available on our investor relations website: https://investors.revolve.com/events-and-presentations

 

Results Since the End of the Third Quarter of 2025

Net sales in October 2025 increased by a mid-single digit percentage year-over-year.

 

2025 Business Outlook

Based on information available to us as of November 4, 2025, we are providing the following guidance for the fourth quarter and full year ending December 31, 2025.

Our outlook takes into account our assessment of the current macroeconomic environment and related cost pressures and potential headwinds to consumer spending, including, but not limited to, tariffs, inflationary pressures, supply chain disruptions and foreign currency volatility. Importantly, our outlook for gross margin is based on the current level of tariffs as of November 4, 2025 and our estimate of the impact of mitigating activities that we are currently undertaking or will undertake. However, actual gross margin will be particularly susceptible to variability based on the timing and level of tariffs that will ultimately be in effect during relevant periods, as well as the potential impact from mitigating activities that we are undertaking or may undertake.

 


 

 

Updated FY 2025 Outlook

Prior FY 2025 Outlook

Gross margin

53.5%

52.1% to 52.6%

Fulfillment expenses

3.2% of net sales

3.1% to 3.2% of net sales

Selling and distribution expenses

17.3% of net sales

17.2% to 17.5% of net sales

Marketing expenses

14.6% of net sales

14.8% to 15.0% of net sales

General and administrative expenses

$153.5 million

$152 million to $154 million

Effective tax rate

27% to 28%

28% to 29%

Fourth Quarter 2025 Outlook

Gross margin

53.1% to 53.6%

Fulfillment expenses

3.3% of net sales

Selling and distribution expenses

17.6% of net sales

Marketing expenses

15.0% of net sales

General and administrative expenses

$38.7 million

 

Conference Call Information

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

 

Forward-Looking Statements

This press release contains ''forward-looking statements'' within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our growth prospects, market share gains and business initiatives, and our outlook for the fourth quarter and full year of 2025. Forward-looking statements include statements containing words such as "expect," "anticipate," "believe," "project," "will" and similar expressions intended to identify forward-looking statements. These forward-looking statements are based on our current expectations. Forward-looking statements involve risks and uncertainties. Our actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to changing economic conditions and their impact on consumer demand and our business; the effects of tariffs and our efforts to mitigate such effects; demand for our products; the investment in long-term initiatives such as international expansion, development of owned brands, AI technology and our physical retail stores; supply chain challenges; inflationary pressures; wars and conflicts in Ukraine/Russia, Israel/Gaza and the Middle East; other geopolitical tensions; our fluctuating operating results; seasonality in our business; our ability to acquire products on reasonable terms; our e-commerce business model; our ability to attract customers in a cost effective manner; our ability to source goods in a cost effective manner; the strength of our brand; competition; fraud; system interruptions; our ability to fulfill orders; the impact of public health crises on our business, operations and financial results; the effect of claims, lawsuits, government investigations, other legal or regulatory proceedings or commercial or contractual disputes; and other risks and uncertainties included under the caption "Risk Factors" and elsewhere in our filings with the Securities and Exchange Commission, or SEC, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2024 and our subsequent Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2025, which we expect to file with the SEC on November 4, 2025. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. All forward-looking statements are qualified in their entirety by this cautionary statement, and we undertake no obligation to revise or update any forward-looking statements to reflect events or circumstances after the date hereof.

 


 

 

Use of Non-GAAP Financial Measures and Other Operating Metrics

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

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

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

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

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

 

Adjusted EBITDA

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

Free Cash Flow

Free cash flow is a non-GAAP financial measure that we calculate as net cash provided by operating activities less cash used in purchases of property and equipment, and purchases of rental product, net of proceeds from the sale of rental product. We view free cash flow as an important indicator of our liquidity because it measures the amount of cash we generate. Free cash flow also reflects changes in working capital.

 


 

Active Customers

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

Total Orders Placed

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

Average Order Value

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

 

About Revolve Group, Inc.

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


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


 

Contacts:

 

Investors:

 

Erik Randerson, CFA

562.677.9513

IR@revolve.com

 

Media:

 

Karla Otto

revolveus@karlaotto.com

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share data)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Net sales

 

$

295,631

 

 

$

283,146

 

 

$

901,311

 

 

$

836,183

 

Cost of sales

 

 

134,115

 

 

 

138,279

 

 

 

418,447

 

 

 

397,208

 

Gross profit

 

 

161,516

 

 

 

144,867

 

 

 

482,864

 

 

 

438,975

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Fulfillment

 

 

9,839

 

 

 

9,268

 

 

 

29,025

 

 

 

27,933

 

Selling and distribution

 

 

51,705

 

 

 

47,930

 

 

 

155,455

 

 

 

146,810

 

Marketing

 

 

40,429

 

 

 

39,510

 

 

 

129,940

 

 

 

123,850

 

General and administrative

 

 

38,552

 

 

 

33,906

 

 

 

114,762

 

 

 

100,366

 

Total operating expenses

 

 

140,525

 

 

 

130,614

 

 

 

429,182

 

 

 

398,959

 

Income from operations

 

 

20,991

 

 

 

14,253

 

 

 

53,682

 

 

 

40,016

 

Other income, net

 

 

(7,310

)

 

 

(192

)

 

 

(5,290

)

 

 

(9,784

)

Income before income taxes

 

 

28,301

 

 

 

14,445

 

 

 

58,972

 

 

 

49,800

 

Provision for income taxes

 

 

7,122

 

 

 

3,694

 

 

 

16,376

 

 

 

12,799

 

Net income

 

 

21,179

 

 

 

10,751

 

 

 

42,596

 

 

 

37,001

 

Less: Net loss attributable to non-controlling interest

 

 

 

 

 

220

 

 

 

563

 

 

 

220

 

Net income attributable to Revolve Group, Inc. stockholders

 

$

21,179

 

 

$

10,971

 

 

$

43,159

 

 

$

37,221

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.30

 

 

$

0.16

 

 

$

0.61

 

 

$

0.53

 

Diluted

 

$

0.29

 

 

$

0.15

 

 

$

0.60

 

 

$

0.52

 

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

71,302

 

 

 

70,673

 

 

 

71,282

 

 

 

70,802

 

Diluted

 

 

72,003

 

 

 

71,523

 

 

 

72,062

 

 

 

71,524

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

 

 

 

September 30,

 

 

December 31,

 

 

 

2025

 

 

2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

315,427

 

 

$

256,600

 

Accounts receivable, net

 

 

21,108

 

 

 

10,338

 

Inventory

 

 

238,833

 

 

 

229,244

 

Income taxes receivable

 

 

 

 

 

1,195

 

Prepaid expenses and other current assets

 

 

62,755

 

 

 

63,711

 

Total current assets

 

 

638,123

 

 

 

561,088

 

Property and equipment (net of accumulated depreciation of $25,109 and $22,230 as of
   September 30, 2025 and December 31, 2024, respectively)

 

 

13,578

 

 

 

8,937

 

Right-of-use lease assets

 

 

30,983

 

 

 

36,259

 

Intangible assets, net

 

 

2,309

 

 

 

2,294

 

Goodwill

 

 

2,042

 

 

 

2,042

 

Other assets

 

 

27,362

 

 

 

18,067

 

Deferred income taxes

 

 

36,860

 

 

 

36,860

 

Total assets

 

$

751,257

 

 

$

665,547

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

61,992

 

 

$

45,098

 

Income taxes payable

 

 

2,349

 

 

 

4

 

Accrued expenses

 

 

42,871

 

 

 

38,524

 

Returns reserve

 

 

71,722

 

 

 

69,661

 

Current lease liabilities

 

 

10,223

 

 

 

9,066

 

Other current liabilities

 

 

46,825

 

 

 

33,744

 

Total current liabilities

 

 

235,982

 

 

 

196,097

 

Non-current lease liabilities

 

 

25,068

 

 

 

31,665

 

Total liabilities

 

 

261,050

 

 

 

227,762

 

Stockholders’ equity:

 

 

 

 

 

 

Class A common stock, $0.001 par value; 1,000,000,000 shares authorized as of
   September 30, 2025 and December 31, 2024; 40,415,438 and 39,699,150 shares
   issued and outstanding as of September 30, 2025 and December 31, 2024,
   respectively

 

 

40

 

 

 

40

 

Class B common stock, $0.001 par value; 125,000,000 shares authorized as of
   September 30, 2025 and December 31, 2024; 30,918,796 and 31,501,330 shares
   issued and outstanding as of September 30, 2025 and December 31, 2024,
   respectively

 

 

31

 

 

 

32

 

Additional paid-in capital

 

 

140,601

 

 

 

133,046

 

Retained earnings

 

 

349,535

 

 

 

305,070

 

Non-controlling interest

 

 

 

 

 

(403

)

Total stockholders’ equity

 

 

490,207

 

 

 

437,785

 

Total liabilities and stockholders’ equity

 

$

751,257

 

 

$

665,547

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

 

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

Operating activities:

 

 

 

 

 

 

Net income

 

$

42,596

 

 

$

37,001

 

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

 

 

 

 

 

 

Depreciation and amortization

 

 

3,395

 

 

 

3,501

 

Rental product depreciation

 

 

1,324

 

 

 

416

 

Gain on sale of rental product

 

 

(222

)

 

 

 

Equity-based compensation

 

 

7,414

 

 

 

6,751

 

Loss on disposal of subsidiary

 

 

2,425

 

 

 

 

Bargain purchase gain

 

 

 

 

 

(1,883

)

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(10,770

)

 

 

878

 

Inventories

 

 

(10,541

)

 

 

(33,704

)

Income taxes receivable

 

 

1,195

 

 

 

(2,433

)

Prepaid expenses and other current assets

 

 

968

 

 

 

(11,006

)

Other assets

 

 

(8,362

)

 

 

(459

)

Accounts payable

 

 

17,429

 

 

 

12,567

 

Income taxes payable

 

 

2,345

 

 

 

674

 

Accrued expenses

 

 

4,504

 

 

 

(2,506

)

Returns reserve

 

 

2,061

 

 

 

12,407

 

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

 

 

1

 

 

 

(592

)

Other current liabilities

 

 

13,821

 

 

 

1,162

 

Net cash provided by operating activities

 

 

69,583

 

 

 

22,774

 

Investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,306

)

 

 

(3,819

)

Purchases of rental product

 

 

(3,569

)

 

 

(2,781

)

Proceeds from sale of rental product

 

 

1,330

 

 

 

 

Cash divested upon disposal of subsidiary

 

 

(1,657

)

 

 

 

Cash paid for acquisition

 

 

 

 

 

(427

)

Net cash used in investing activities

 

 

(12,202

)

 

 

(7,027

)

Financing activities:

 

 

 

 

 

 

Proceeds from the exercise of stock options, net of
   tax withholdings on share-based payment awards

 

 

141

 

 

 

890

 

Repurchases of Class A common stock

 

 

(2,024

)

 

 

(11,876

)

Net cash used in financing activities

 

 

(1,883

)

 

 

(10,986

)

Effect of exchange rate changes on cash and cash equivalents

 

 

3,329

 

 

 

2,631

 

Net increase in cash and cash equivalents

 

 

58,827

 

 

 

7,392

 

Cash and cash equivalents, beginning of period

 

 

256,600

 

 

 

245,449

 

Cash and cash equivalents, end of period

 

$

315,427

 

 

$

252,841

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

Income taxes, net of refund

 

$

12,981

 

 

$

14,339

 

Operating leases

 

$

9,201

 

 

$

7,185

 

Supplemental disclosure of non-cash activities:

 

 

 

 

 

 

Lease assets obtained in exchange for new operating lease liabilities

 

$

6,096

 

 

$

7,180

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

SEGMENT INFORMATION

(Unaudited)

 

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

Net sales

 

2025

 

 

2024

 

 

2025

 

 

2024

 

REVOLVE

 

$

254,646

 

 

$

243,421

 

 

$

777,462

 

 

$

718,545

 

FWRD

 

 

40,985

 

 

 

39,725

 

 

 

123,849

 

 

 

117,638

 

Total

 

$

295,631

 

 

$

283,146

 

 

$

901,311

 

 

$

836,183

 

 

Cost of sales

 

 

 

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

111,540

 

 

$

111,945

 

 

$

345,631

 

 

$

321,502

 

FWRD

 

 

22,575

 

 

 

26,334

 

 

 

72,816

 

 

 

75,706

 

Total

 

$

134,115

 

 

$

138,279

 

 

$

418,447

 

 

$

397,208

 

 

Gross profit

 

 

 

 

 

 

 

 

 

 

 

 

REVOLVE

 

$

143,106

 

 

$

131,476

 

 

$

431,831

 

 

$

397,043

 

FWRD

 

 

18,410

 

 

 

13,391

 

 

 

51,033

 

 

 

41,932

 

Total

 

$

161,516

 

 

$

144,867

 

 

$

482,864

 

 

$

438,975

 

 

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

United States

 

$

231,424

 

 

$

222,650

 

 

$

712,290

 

 

$

666,840

 

Rest of the world

 

 

64,207

 

 

 

60,496

 

 

 

189,021

 

 

 

169,343

 

Total

 

$

295,631

 

 

$

283,146

 

 

$

901,311

 

 

$

836,183

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

KEY OPERATING AND FINANCIAL METRICS

(Unaudited)

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands, except average order value and percentages)

 

Gross margin

 

 

54.6

%

 

 

51.2

%

 

 

53.6

%

 

 

52.5

%

Adjusted EBITDA

 

$

25,347

 

 

$

17,503

 

 

$

67,533

 

 

$

51,244

 

Free cash flow

 

$

6,627

 

 

$

6,171

 

 

$

59,038

 

 

$

16,174

 

Active customers

 

 

2,747

 

 

 

2,628

 

 

 

2,747

 

 

 

2,628

 

Total orders placed

 

 

2,300

 

 

 

2,200

 

 

 

7,032

 

 

 

6,694

 

Average order value

 

$

306

 

 

$

303

 

 

$

300

 

 

$

303

 

 

 


 

REVOLVE GROUP, INC. AND SUBSIDIARIES

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

 

A reconciliation of non-GAAP Adjusted EBITDA to net income for the three and nine months ended September 30, 2025 and 2024 is as follows:

 

 

 

Three Months Ended September 30,

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net income

 

$

21,179

 

 

$

10,751

 

 

$

42,596

 

 

$

37,001

 

Excluding:

 

 

 

 

 

 

 

 

 

 

 

 

Other income, net

 

 

(7,310

)

 

 

(192

)

 

 

(5,290

)

 

 

(9,784

)

Provision for income taxes

 

 

7,122

 

 

 

3,694

 

 

 

16,376

 

 

 

12,799

 

Depreciation and amortization

 

 

1,007

 

 

 

983

 

 

 

3,395

 

 

 

3,501

 

Equity-based compensation

 

 

2,357

 

 

 

2,098

 

 

 

7,414

 

 

 

6,751

 

Transaction costs(1)

 

 

 

 

 

169

 

 

 

900

 

 

 

494

 

Non-routine items(2)

 

 

992

 

 

 

 

 

 

2,142

 

 

 

482

 

Adjusted EBITDA

 

$

25,347

 

 

$

17,503

 

 

$

67,533

 

 

$

51,244

 

 

(1)

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

(2)

Non-routine items in the three and nine months ended September 30, 2025 primarily represent an accrual for certain pending legal matters. Non-routine items in the nine months ended September 30, 2024 represent an accrual and a charge for a previously disclosed and settled matter related to non-routine import and export fees.

 

A reconciliation of non-GAAP free cash flow to net cash provided by operating activities for the three and nine months ended September 30, 2025 and 2024 is as follows:

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

 

 

(in thousands)

 

Net cash provided by operating activities

 

$

11,818

 

 

$

9,052

 

 

$

69,583

 

 

$

22,774

 

Purchases of property and equipment

 

 

(4,320

)

 

 

(1,037

)

 

 

(8,306

)

 

 

(3,819

)

Purchases of rental product, net of proceeds from the sale of rental product

 

 

(871

)

 

 

(1,844

)

 

 

(2,239

)

 

 

(2,781

)

Free cash flow

 

$

6,627

 

 

$

6,171

 

 

$

59,038

 

 

$

16,174

 

Net cash used in investing activities

 

$

(5,191

)

 

$

(2,881

)

 

$

(12,202

)

 

$

(7,027

)

Net cash provided by (used in) financing activities

 

$

215

 

 

$

(936

)

 

$

(1,883

)

 

$

(10,986

)