Special Note Regarding Forward-Looking Information



This report contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements other than
statements of historical fact are "forward-looking statements" for purposes of
federal and state securities laws, including any projections of earnings,
revenue or other financial items; any statements of the plans, strategies and
objectives of management for future operations; any statements concerning
proposed new services or developments; any statements regarding future economic
conditions or performance; any statements of belief; and any statements of
assumptions underlying any of the foregoing. Forward-looking statements may
include, among others, the words "may," "will," "estimate," "intend,"
"continue," "believe," "expect," "anticipate" or any other similar words.

Although we believe that the expectations reflected in any of our
forward-looking statements are reasonable, actual results could differ
materially from those projected or assumed in any of our forward-looking
statements. Our future financial condition and results of operations, as well as
any forward-looking statements, are subject to change and to inherent risks and
uncertainties, such as those disclosed or incorporated by reference in our
filings with the Securities and Exchange Commission. Important factors that
could cause our actual results, performance and achievements, or industry
results to differ materially from estimates or projections contained in our
forward-looking statements include, among others, the following:

• the continued impact of the COVID-19 pandemic on our business,


             operations and financial results;


         •   our ability to effectively manage or sustain our growth and to
             effectively expand our operations;


  • our ability to retain our existing customers and acquire new customers;


         •   our ability to retain existing vendors and brands and to attract new
             vendors and brands;


• our ability to obtain and maintain differentiated high-quality


             products from appropriate brands in sufficient quantities from
             vendors;


         •   our ability to obtain and maintain sufficient inventory at prices
             that will make our business model profitable, and of a quality that
             will continue to retain existing customers and attract new

customers;


         •   our reliance on overseas suppliers and manufacturing partners,
             particularly in China;


• our ability to respond to consumer demand, spending and tastes, and


             our ability to accurately and effectively engage in predictive
             analytics;


  • general economic conditions and their impact on consumer demand;


         •   our ability to expand our operations in an efficient and
             cost-effective manner;

• our ability to sustain and expand our gross margin and Adjusted


             EBITDA margin, a non-GAAP financial measure;


  • our ability to maintain and enhance our brand;


         •   our ability to optimize, operate, manage and expand our network
             infrastructure and our fulfillment center and delivery channels;


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• the growth of the market for premium lifestyle and luxury products,


             and the online market for premium lifestyle and luxury

products in


             particular;


• our ability to accurately forecast demand for our products and our


             results of operations;


  • seasonal sales fluctuations; and

• our ability to expand our product offerings, including our owned brands.




Additional factors that could cause actual results to differ materially from our
forward-looking statements are set forth in this report, including under the
headings "Risk Factors," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and in our Consolidated Financial
Statements and the related Notes.

Forward-looking statements in this report speak only as of the date hereof, and
forward-looking statements in documents that are incorporated by reference speak
only as of the date of those documents. We do not undertake any obligation to
update or release any revisions to any forward-looking statement or to report
any events or circumstances after the date hereof or to reflect the occurrence
of unanticipated events, except as required by law.

In addition, statements that "we believe" and similar statements reflect our
beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the date of this report, and although we
believe such information forms a reasonable basis for such statements, such
information may be limited or incomplete, and our statements should not be read
to indicate that we have conducted a thorough inquiry into, or review of, all
potentially available relevant information. These statements are inherently
uncertain and investors are cautioned not to unduly rely upon these statements.
Furthermore, if our forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In light of the significant uncertainties in these
forward-looking statements, you should not regard these statements as a
representation or warranty by us or any other person that we will achieve our
objectives and plans in any specified time frame, or at all. We undertake no
obligation to publicly update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.

In this report, "we," "our," "us," "Company" and "Revolve" refer to Revolve Group, Inc., and where appropriate its subsidiaries.

Overview



REVOLVE 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 and beauty styles.
Our dynamic platform connects a deeply engaged community of millions of
consumers, thousands of global fashion influencers, and hundreds of emerging,
established and owned brands. Through more than 18 years of continued investment
in technology, data analytics, and innovative marketing and merchandising
strategies, we have built a powerful platform and brand that we believe is
connecting with the next generation of consumers and is redefining fashion
retail for the 21st century.

We sell merchandise through two complementary segments, REVOLVE and FORWARD,
that leverage one platform. Through REVOLVE we offer a highly-curated assortment
of premium apparel and footwear, accessories and beauty products from emerging,
established and owned brands. Through FORWARD we offer an assortment of curated
and elevated iconic and emerging luxury brands. We believe that FORWARD provides
our customer with a unique destination for luxury products as her spending power
increases and her desire for fashion and inspiration remains central to her
self-expression.

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We believe our product mix reflects the desires of the next-generation consumer
and we optimize this mix through the identification and incubation of emerging
brands and continued development of our owned brand portfolio. The focus on
emerging and owned brands minimizes our assortment overlap with other retailers,
supporting marketing efficiency, conversion and sales at full price.

We have invested in our robust and scalable internally-developed technology
platform to meet the specific needs of our business and to support our
customers' experience. We use proprietary algorithms and more than 18 years of
data to efficiently manage our merchandising, marketing, product development,
sourcing and pricing decisions. Our platform works seamlessly across devices and
analyzes browsing and purchasing patterns and preferences to help us make
purchasing decisions, which when combined with the small initial orders for new
products, allows us to manage inventory and fashion risk. We have also invested
in our creative capabilities to produce high-quality visual merchandising that
caters to our customers by focusing on style with a distinct point of view
rather than on individual products. The combination of our online sales platform
and our in-house creative photography allows us to showcase brands in a
distinctive and compelling manner.

We are pioneers of social media and influencer marketing, using social channels
and cultural events designed to deliver authentic and aspirational, yet
attainable, experiences to attract and retain Millennial consumers, and these
efforts have historically led to higher earned media value than competitors. We
complement our social media efforts through a variety of brand marketing
campaigns and events, which generate a constant flow of authentic content. Our
social media and brand marketing strategy is combined with robust and
sophisticated digital performance marketing activities. Once we have attracted
potential new customers to our sites, our goal is to convert them into active
customers and then encourage repeat purchases. We acquire and retain customers
through retargeting, paid search/product listing ads, paid social, affiliate
marketing, personalized email marketing and mobile "push" communications through
our app.

We have developed an efficient logistics infrastructure, which allows us to
provide free express shipping and free returns to our customers in the United
States. We support our logistics network with proprietary algorithms to optimize
inventory allocation, reduce shipping and fulfillment expenses and deliver
merchandise quickly and efficiently to our customers.

To date, we have primarily focused on expanding our U.S. business and have grown
internationally with limited investment and no physical presence. We began
offering a more localized shopping experience, including free returns and
all-inclusive pricing, beginning in 2018, for customers in the UK, the EU and
Australia, and further expanded to New Zealand, Singapore and Canada in 2020. We
are gradually increasing our level of investment in international expansion, by
continuing to focus on Europe, Australia and Canada as well as Asia Pacific and
the Middle East. We will continue to invest in and develop international markets
while maintaining our focus on the core U.S. market.

Impact of COVID-19





The COVID-19 pandemic had a material negative impact on our net sales starting
in the second week of March 2020 coincident with the escalated spread of the
COVID-19 pandemic in the United States and elsewhere. Net sales began to decline
significantly year-over-year beginning in mid-March 2020. Net sales remained
lower year-over-year as we entered the second quarter of 2020, but improved in
the latter half of the second quarter before stabilizing for most of the third
and fourth quarters. Net sales increased in the first quarter of 2021 due to
increased demand as a result of the easing of stay-at-home orders and other
restrictions in certain states and countries, additional U.S. government
stimulus and the accelerating rollout of vaccinations in the United States and
some of our other key markets.



As a result of the COVID-19 pandemic, we have also experienced weakness in some of our key operating metrics and headwinds in the factors affecting our performance. For additional information see the section captioned "-Key Operating and Financial Metrics" and "-Factors Affecting Our Performance."





In early April 2020, shortly after the pandemic began to materially impact our
net sales and based on our projections at the time, we took aggressive actions
to mitigate the effect of COVID-19 on our business by reducing non-payroll
related operating costs and reducing payroll costs through a combination of pay
cuts, employee

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furloughs and, to a lesser extent, layoffs. We also eliminated or deferred
non-essential capital expenditures, significantly reduced planned inventory
receipts by canceling or delaying orders, in addition to extending payment terms
for both merchandise and non-merchandise vendor invoices. As our business
operations and operating results improved, we began the process of bringing back
certain furloughed employees and returned our corporate employees to their
pre-COVID-19 salaries and wages. In addition, in response to the improving
trends in consumer demand, we sequentially increased our inventory purchases for
future periods and increased operating expenses to support the business. With
the improving trends and increased demand for our products as we exited 2020 and
entered the first quarter of 2021, we continued to invest in inventory to
support our growth, invested in additional headcount and commenced limited in
person marketing activations.

Our facilities and the majority of our employees are based in Los Angeles County
where the government has imposed restrictions designed to slow the spread of
COVID-19. While restrictions have eased recently, the vast majority of our
corporate employees continue to work from home. To protect the employees that
perform certain limited functions that cannot be performed at home, including
those in our fulfillment center, we have implemented measures, such as the
requirement for personal protective equipment, mandatory temperature checks
prior to entering the facility, social distancing, enhanced cleaning and
sanitation and regular, periodic testing. To further prevent the spread of
COVID-19, we are offering, guidance and incentives to our employees to promote
vaccine uptake.

Government restrictions on travel and social distancing caused the postponement
or cancellation of several REVOLVE brand marketing events including the
#REVOLVEfestival, as well as other social activities that drove demand for many
of our products. As of the date of this report, we have begun to resume
in-person marketing events and many states have eased and lifted
shelter-in-place orders, however, it is unclear whether these restrictions will
be reimposed or if the COVID-19 pandemic will spur long-term changes in consumer
behavior. Overseas, additional restrictions have recently been reinstated in
several European countries, following increased COVID-19 outbreaks.

Our supply chain has also been impacted by COVID-19. Initially, in early 2020
the impact was largely isolated to production and shipping delays in China, but
as COVID-19 spread worldwide the impact to our supply chain broadened to include
European nations. The spread of COVID-19 also negatively impacted consumer
demand. In response, we reduced inventory receipts by canceling or delaying
orders, which had led to significant declines in our inventory balance starting
in the second quarter of 2020. With the improving trends in consumer demand
during the second half of 2020, we began to increase our inventory purchases to
support future expected demand. Despite our efforts to increase our inventory
purchases in response to increased consumer demand, there is a risk that we may
not be able to secure sufficient inventory to support this increased demand.
Furthermore, if consumer demand decreases again, we may not be able to respond
quickly enough to adjust our inventory position accordingly.

While trends improved as we exited 2020 and entered the first quarter of 2021,
the duration and severity of the COVID-19 pandemic is unpredictable and we
cannot reasonably estimate the extent to which our business will continue to be
affected and to what extent the recent improved trends will continue.

Key Operating and Financial Metrics

We use the following metrics to assess the progress of our business, make decisions on where to allocate capital, time and technology investments, and assess the near-term and longer-term performance of our business.





                                                         Three Months Ended March 31,
                                                   2021                              2020
                                                 (in thousands, except average order value and
                                                                 percentages)
Gross margin                                                54.0 %                              48.6 %
Adjusted EBITDA                            $              23,340           $                   5,609
Free cash flow                             $              32,473           $                   7,530
Active customers                                           1,477                               1,528
Total orders placed                                        1,282                               1,172
Average order value                        $                 256           $                     259




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Adjusted EBITDA and free cash flow are non-GAAP measures. See the sections
titled "-Adjusted EBITDA" and "-Free Cash Flow" below for information regarding
our use of Adjusted EBITDA and free cash flow and their reconciliation to net
income and net cash provided by operating activities, respectively.

Gross Margin



Gross profit is equal to our net sales less cost of sales. Gross profit as a
percentage of our net sales is referred to as gross margin. Cost of sales
consists of our purchase price of merchandise sold to customers and includes
import duties and other taxes, freight in, defective merchandise returned from
customers, receiving costs, inventory write-offs, and other miscellaneous
shrinkage.

Gross margin is impacted by the mix of brands and categories of styles that we
sell on our sites. Gross margin on sales of owned brands is typically higher
than that for third-party brands. Gross margin is also affected by the
percentage of sales through the REVOLVE segment, which consists primarily of
emerging third-party, established third-party and owned brands, compared to our
FORWARD segment, which consists primarily of established third-party brands. One
of our long-term strategies has been to increase the percentage of net sales
from owned brands given the attractive margin profile associated with them.
However, in the near term, we expect that the contribution of owned brands will
remain lower as compared to historical trends, which will adversely impact our
overall gross margin. Merchandise mix will vary from period to period and if we
do not effectively manage our owned brands and accurately forecast demand, our
growth, margins and inventory levels may be adversely affected.

We review our inventory levels on an ongoing basis to identify slow-moving
merchandise and use product markdowns to efficiently sell these products. We
monitor the percentage of sales that occur at full price, which we believe
reflects customer acceptance of our merchandise and the sense of urgency we
create through frequent product introductions in limited quantities. Gross
margin is impacted by the mix of sales at full price and markdowns, as well as
the level of markdowns.

The COVID-19 pandemic has impacted gross margins in several ways. Product mix
initially shifted away from certain categories with higher margins, such as
dresses, to other categories with lower margins, such as beauty. However, this
product mix shift began to reverse late in the first quarter of 2021 with growth
in the dresses category rebounding. The percentage of full price sales has
increased sequentially and was attributable to efficient inventory management
resulting in a lower mix of markdown inventory and sales. In addition, the
contribution to net sales from our owned brands has decreased as described below
in the section captioned "-Factors Affecting Our Performance-Merchandise Mix."
As a result of our cost reduction efforts described above in the section
captioned "-Impact of COVID-19," we expect that contribution of owned brands
will be adversely affected through the remainder of 2021.

Certain of our competitors and other retailers report cost of sales differently
than we do. As a result, the reporting of our gross profit and gross margin may
not be comparable to other companies.

Adjusted EBITDA



To provide investors with additional information regarding our financial
results, we have disclosed in the table above and elsewhere in this report
Adjusted EBITDA, a non-GAAP financial measure that we calculate as net income
before other expense (income), net, taxes, depreciation and amortization,
adjusted to exclude the effects of equity-based compensation expense, and
certain non-routine items. We have provided below a reconciliation of Adjusted
EBITDA to net income, the most directly comparable generally accepted accounting
principles, or GAAP, financial measure.

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We have included Adjusted EBITDA in this report because it is a key measure used
by our management and board of directors 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. Accordingly, we believe that
Adjusted EBITDA provides useful information to investors and others in
understanding and evaluating our operating results in the same manner as our
management and board of directors.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets


          being depreciated and amortized may have to be replaced in the future,
          and Adjusted EBITDA does not reflect cash capital expenditure
          requirements for such replacements or for new capital expenditure
          requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for,

our working capital needs;

• Adjusted EBITDA does not consider the potentially dilutive impact of

equity-based compensation;

• Adjusted EBITDA does not reflect tax payments that may represent a

reduction in cash available to us; and

• other companies, including companies in our industry, may calculate

Adjusted EBITDA differently, which reduces its usefulness as a

comparative measure.

Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, net income and our other GAAP results.

A reconciliation of non-GAAP adjusted EBITDA to net income for the three months ended March 31, 2021 and 2020 is as follows:





                                   Three Months Ended March 31,
                                     2021                 2020
                                          (in thousands)
Net income                      $        22,252       $       4,156
Excluding:
Other expense (income), net                 233                (127 )
Benefit from income taxes                (1,270 )              (175 )
Depreciation and amortization             1,149               1,191
Equity-based compensation                   976                 564
Adjusted EBITDA                 $        23,340       $       5,609

Adjusted EBITDA for the three months ended March 31, 2021 was positively impacted by a substantial increase in gross profit, partially offset by an increase in operating expenses.

Free Cash Flow



To provide investors with additional information regarding our financial
results, we have also disclosed in the table above and elsewhere in this report
free cash flow, a non-GAAP financial measure that we calculate as net cash
provided by operating activities less cash used in purchases of property and
equipment. We have provided below a reconciliation of free cash flow to net cash
provided by operating activities, the most directly comparable GAAP financial
measure.

We have included free cash flow in this report because it is a key measure used
by our management and board of directors, which we believe is an important
indicator of our liquidity because it measures the amount of cash we generate.
Free cash flow also reflects changes in working capital. Accordingly, we believe
that free cash flow provides useful information to investors and others in
understanding and evaluating our operating results in the same manner as our
management and board of directors.

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Free cash flow has limitations as an analytical tool, and you should not
consider it in isolation or as a substitute for analysis of our results as
reported under GAAP. There are limitations to using non-GAAP financial measures,
including that other companies, including companies in our industry, may
calculate free cash flow differently. Because of these limitations, you should
consider free cash flow alongside other financial performance measures,
including net cash provided by operating activities, purchases of property and
equipment and our other GAAP results.

The following table presents a reconciliation of free cash flow to net cash
provided by operating activities, as well as information regarding net cash used
in investing activities and net cash provided by financing activities, for each
of the periods indicated:





                                               Three Months Ended March 31,
                                                 2021                 2020
                                                      (in thousands)

Net cash provided by operating activities $ 33,209 $ 8,081 Purchases of property and equipment

                   (736 )               (551 )
Free cash flow                              $       32,473       $        

7,530

Net cash used in investing activities $ (736 ) $ (551 ) Net cash provided by financing activities $ 4,317 $ 30,975

Free cash flow for the three months ended March 31, 2021 was positively impacted by the increase in net income adjusted for non-cash items, complemented by favorable changes in working capital compared to the same period in 2020.

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. We
calculate the number of active customers on a trailing 12-month basis given the
volatility that can be observed when calculating it on the basis of shorter
periods that may not be reflective of longer-term trends; however, such a
methodology may not be indicative of other short-term trends, such as changes in
new customers. 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. We believe the number of active customers is a measure
that is useful to investors and management in understanding our growth, brand
awareness and market opportunity. Our number of active customers drives both net
sales and our appeal to vendors.

Active customers decreased during the period ended March 31, 2021 as compared to
the period ended March 31, 2020 due to reduced customer activity in the
preceding 12-month period as a result of the COVID-19 pandemic. Active customers
increased slightly on a sequential basis compared to the period ended December
31, 2020.

Total Orders Placed

We define total orders placed as the total number of customer orders placed by
our customers across our platform in any 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. We believe that total orders placed is a measure
that is useful to investors and management in understanding our ongoing
operations and in analysis of ongoing operating trends. Total orders placed and
total orders shipped in any given period may differ slightly due to orders that
are in process at the end of any particular period.

Total orders placed increased in the three months ended March 31, 2021 relative
to the same period in 2020 due to increased demand as a result of the easing of
stay-at-home orders and other restrictions in certain states and countries.

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Average Order Value



We define average order value as the sum of the total gross sales from our sites
in a given period divided by the total orders placed in that period. We believe
our high average order value demonstrates the premium nature of our product. We
believe that average order value is a measure that is useful to investors and
management in understanding our ongoing operations and in analysis of ongoing
operating trends. 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, and the level of markdowns.

Average order value for the three months ended March 31, 2021 was essentially
flat relative to the same period in 2020, as a shift in mix toward lower price
point categories such as beauty and fewer units per order were offset by a
higher percentage of full price sales and lower markdowns on our markdown
product.

Factors Affecting Our Performance

Impact of COVID-19 on Our Business





The COVID-19 pandemic had a material adverse impact on our business operations
and operating results for 2020 due to continued business restrictions and social
distancing measures imposed in the United States and other countries, and the
severe negative impact on macroeconomic conditions and consumer discretionary
spending. As states began rolling back business restrictions and stay-at-home
orders, our operating results improved. With lower COVID-19 case counts, further
easing of stay-at-home orders, the accelerating rollout of vaccinations and
additional U.S. government stimulus, our operating results continued to improve
and demand for our products was strong in the first quarter of 2021. However,
the continued impact of the COVID-19 pandemic remains highly uncertain, our
business operations and results of operations may continue to be adversely
affected and recent favorable trends may not continue, including as a result of:



     •   continued COVID-19 requirements for social distancing, including
         requirements by certain government authorities around the world for

people to continue to remain at home and for the closure of non-essential

businesses frequented by our customers for special social occasions;

• certain states and countries halting and even reversing the easing of


         business restrictions;



• changing consumer spending habits, including a decrease in discretionary

consumer spending for the apparel merchandise that we sell, as well as

negative trends in consumer spending more generally due to the pandemic's


         impact on consumers' disposable income, credit availability, debt levels
         and consumer confidence;



• possible further disruption to the supply chain caused by distribution

and other logistical issues as well as potential bankruptcies impacting


         our suppliers or manufacturing partners;




     •   decreased productivity due to work-from-home policies, travel bans or

         shelter-in-place orders; and



• a slowdown in the global economy, an uncertain global economic outlook or


         a credit crisis.


Overall Economic Trends

The overall economic environment and related changes in consumer behavior have a
significant impact on our business. In general, positive conditions in the
broader economy promote customer spending on our sites, while economic weakness,
which generally results in a reduction of customer spending, may have a more
pronounced negative effect on spending on our sites. Macroeconomic factors that
can affect customer spending patterns, and thereby our results of operations,
include employment rates, business conditions, changes in the housing market,
the availability of credit, U.S. government stimulus, interest rates and fuel
and energy costs. In addition, during periods of low unemployment, we generally
experience higher labor costs. The COVID-19 pandemic has had a materially
adverse impact on the macroeconomic environment in the United States and
substantially all of our target markets.

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Customer Acquisition and Retention and Growth in Brand Awareness



Our focus since inception has been on profitable growth, which has created our
disciplined approach to acquiring new customers and retaining existing customers
at a reasonable cost, relative to the contributions we expect from such
customers. Growth in the number of new customers has slowed in recent periods
and was flat in the first quarter of 2021 as compared to the first quarter of
2020. Failure to attract new visitors to our sites and convert them to customers
impacts future net sales growth.

Prior to the onset of COVID-19, social media and influencer-based marketing
continued to gain popularity and the market for these channels became
increasingly competitive. Despite the changing external environment and
competitive landscape, we believe we have been able to maintain the
effectiveness and efficiency of these channels. With the travel restrictions and
social distancing measures imposed in response to the COVID-19 pandemic, we were
unable to engage with our customers through larger in-person activations such as
#REVOLVEfestival, which has a negative impact on our ability to drive traffic to
our sites, acquire new customers and retain our existing customers. In early
2021, we resumed hosting smaller scale, in-person marketing events and we have
plans to do more events in the near future as circumstances allow. Additionally,
upon the onset of COVID-19 in early 2020, we shifted our brand marketing
messaging and strategy to address the changes in behavior and preferences of our
customer.

If our marketing efforts do not connect with our customer or fail to
cost-effectively promote our brand or convert impressions into new customers,
our net sales growth and profitability will be adversely affected. Furthermore,
competition for social media and influencer-based marketing channels continues
to increase, which may adversely affect our operating results. To maximize our
opportunity to capture consumer demand as economies reopen, we may make
opportunistic investments in marketing initiatives that may increase marketing
as a percentage of net sales to levels in excess of historical levels for
certain quarters or periods of time in the future. This incremental investment
may not deliver a meaningful return in the short term and may adversely impact
our operating income in the short term.

Our success is impacted not only by efficient and profitable customer
acquisition and growth in brand awareness, but also by our ability to retain
customers and encourage repeat purchases. Existing customers, whom we define as
customers in a year who have purchased from us in any prior year, account for a
greater share of active customers over time.

Merchandise Mix



We offer merchandise across a variety of product types, brands and price points.
The brands we sell on our platform consist of a mix of emerging third-party,
established third-party and owned brands. Our product mix consists primarily of
apparel, footwear, accessories and beauty products.

Our merchandise mix across our two reporting segments and across our owned brand
and third-party products carry a range of margin profiles and may cause
fluctuations in our gross margin. For example, our owned brands have generally
contributed higher gross margin as compared to third-party brands. Historically,
we have sought to increase the percentage of net sales from owned brands, which
contributed to an increase in gross margin over time. The mix between owned and
third-party net sales and the pace of growth for owned brand net sales will
vary. In the near term, a decrease in the contribution of owned brands, will
adversely impact our overall gross margin. In the longer term, shifts in
merchandise mix driven by changes in customer demand may result in fluctuations
in our gross margin from period to period.

Inventory Management



We leverage our platform to buy and manage our inventory, including merchandise
assortment and fulfillment center optimization. We utilize a data-driven "read
and react" buying process to merchandise and curate the latest on-trend fashion.
We generally make shallow initial inventory buys, and then use our proprietary
technology tools to identify and re-order best sellers, taking into account
customer feedback across a variety of key metrics, which allows us to manage
inventory and fashion risk. To ensure sufficient availability of merchandise, we
generally purchase inventory in advance and frequently before apparel trends are
confirmed. As a result, we are vulnerable to demand and pricing shifts and to
suboptimal selection and timing of merchandise purchases. We incur inventory

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write-offs, which impact our gross margins. Moreover, our inventory investments
will fluctuate with the needs of our business. For example, entering new
categories will require additional investments in inventory. Shifts in inventory
levels may result in fluctuations in the percentage of full price sales, levels
of markdowns, merchandise mix, as well as gross margin. In addition, our sales
demand until recently had been adversely impacted as a result of COVID-19. In
response, in 2020, we significantly reduced inventory receipts by canceling or
delaying orders. As our sales demand improved, we increased our inventory
purchases to support this demand. Our response may continue to impact the pace
of growth in net sales in the near term as we may not have sufficient inventory
or the appropriate assortment to meet customer demand. Conversely, if demand
does not improve in line with our inventory commitments, we may carry excess
inventory leading to higher markdowns, adversely impacting gross margins.

Investment in our Operations and Infrastructure



We have made investments over time to grow our customer base and enhance our
offerings. Over the long term, we expect to continue to make capital investments
in our inventory, fulfillment center, and logistics infrastructure as we launch
new brands, expand internationally and drive operating efficiencies. We believe
these investments will yield positive returns in the long term; however, we
cannot be certain that these efforts will grow our customer base or be
cost-effective.

Segment and Geographic Performance

Our financial results are affected by the performance across our two reporting segments, REVOLVE and FORWARD, as well as across the various geographies in which we serve our customers.



The REVOLVE segment contributes to a majority of our net sales, representing
85.0% and 85.2% of our net sales for the three months ended March 31, 2021 and
2020, respectively. During the three months ended March 31, 2021 and 2020,
REVOLVE generated $152.2 million and $124.5 million in net sales, respectively,
representing an increase of 22.2%. The net sales increase in the three months
ended March 31, 2021, as compared to the same period in 2020, was primarily due
to an increase in the number of orders placed by customers and customers
returning a lower proportion of their purchases. We believe COVID-19 and, to a
lesser extent our efforts to manage inventory levels, have materially impacted
net sales and gross margin. Despite recent recovery, the COVID-19 pandemic may
continue to adversely impact net sales and our gross margin in the near term.

The FORWARD segment contributes to a smaller portion of our overall net sales,
representing 15.0% and 14.8% of our net sales for the three months ended March
31, 2021 and 2020, respectively. During the three months ended March 31, 2021
and 2020, FORWARD generated $26.7 million and $21.6 million in net sales,
respectively, representing an increase of 23.8%. The net sales increase in the
three months ended March 31, 2021, as compared to the same period in 2020, was
primarily due to an increase in the number of orders placed by customers and
customers returning a lower proportion of their purchases, partially offset by a
decrease in average order value. While the FORWARD segment was impacted less
than the REVOLVE segment, we believe the COVID-19 pandemic and, to a lesser
extent, our efforts to manage inventory levels impacted our net sales and gross
margin. Despite the strong operating results in the first quarter of 2021, the
COVID-19 pandemic may continue to adversely impact our net sales and gross
margin in the near term.

Net sales to customers outside of the United States contributed to 19.9% and
17.6% of our net sales for the three months ended March 31, 2021 and 2020,
respectively. During the three months ended March 31, 2021 and 2020, net sales
to customers outside of the United States were $35.6 million and $25.7 million,
respectively, representing an increase of 38.4%. Net sales to customers outside
of the United States are impacted by various factors including import and export
taxes, currency fluctuations and other macroeconomic conditions described in
"-Overall Economic Trends" above. Increases in taxes and negative movements in
certain currencies have also had, and may continue to have, an adverse impact on
our financial results. In addition, although net sales to customers outside the
United States have also been, and likely will continue to be, negatively
impacted by the COVID-19 pandemic, through the date of this report, growth in
overall net sales to international customers has been relatively stronger than
growth in net sales to customers in the United States.

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Seasonality



Seasonality in our business does not follow that of traditional retailers, such
as typical concentration of net sales in the holiday quarter. The COVID-19
pandemic has impacted our historical seasonality and has resulted in the
postponement or cancellation of several REVOLVE brand marketing events including
#REVOLVEfestival, which historically contributed to peak sales during the second
quarter of each fiscal year. We have also experienced seasonally lower activity
during the first quarter of each fiscal year. We expect the seasonality trends
that we have experienced historically will continue to change for the remainder
of 2021 due to the COVID-19 pandemic and anticipated reopening of economies.
With the exception of this specific event or events like it, we expect our
historical seasonality to revert to historical trends in future years. Our
operating income has also been affected by these historical trends because many
of our expenses are relatively fixed in the short term. If our growth rates
begin to moderate, in the long-term, the impact of these seasonality trends on
our results of operations may become more pronounced.

Components of Our Results of Operations

Net Sales



Net sales consist primarily of sales of women's apparel, footwear, accessories
and beauty. We recognize product sales at the time control is transferred to the
customer, which is when the product is shipped. Net sales represent the sales of
these items and shipping revenue when applicable, net of estimated returns and
promotional discounts. Net sales are primarily driven by growth in the number of
our customers, the frequency with which customers purchase and average order
value, all of which had been negatively impacted by the COVID-19 pandemic before
showing signs of recovery in the first quarter of 2021.

Cost of Sales



Cost of sales consists of our purchase price for merchandise sold to customers
and includes import duties, net of drawback claims, and other taxes, freight-in,
defective merchandise returned from customers, receiving costs, inventory
write-offs, and other miscellaneous shrinkage. Cost of sales is primarily driven
by the cost of the product, the number of orders placed by customers, the mix of
the product available for sale on our sites and transportation costs related to
inventory receipts from our vendors. We expect our cost of sales to fluctuate as
a percentage of net sales primarily due to how we manage our inventory and
merchandise mix, both of which have been further impacted by COVID-19.

Fulfillment Expenses



Fulfillment expenses represent those costs incurred in operating and staffing
the fulfillment center, including costs attributed to inspecting and warehousing
inventories and picking, packaging and preparing customer orders for shipment.
Fulfillment expenses also include the cost of warehousing facilities. Over the
long term, we expect fulfillment expenses to decrease as a percentage of net
sales, but we expect fulfillment expenses to fluctuate as a percentage of net
sales in the short term reflecting pressure from an expected year-over-year
increase in our return rate due to product mix and our customers propensity to
return merchandise, to be at least partially offset by operating efficiencies
from automation of the fulfillment center workflow.

Selling and Distribution Expenses



Selling and distribution expenses consist primarily of shipping and other
transportation costs incurred delivering merchandise to customers and from
customers returning merchandise, merchant processing fees, and customer service.
Over the long term, we expect selling and distribution costs to remain
relatively consistent as a percentage of net sales, but we expect selling and
distribution expenses to increase as a percentage of net sales in the short term
reflecting pressure from an expected year-over-year increase in our return rate
due to product mix and our customers propensity to return merchandise. In
addition, with the increase in online sales as a result of COVID-19, capacity
with our third-party carriers has been and may continue to be impacted,
resulting in a recent increase in our average shipping costs per package through
increases in carrier rates.

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Marketing Expenses



Marketing expenses consist primarily of targeted online performance marketing
costs, such as retargeting, paid search/product listing ads, paid social,
affiliate marketing, search engine optimization, personalized email marketing
and mobile "push" communications through our app. Marketing expenses also
include investment in brand marketing channels, including events, payments to
influencers and other forms of online and offline marketing. Marketing expenses
are primarily related to growing and retaining our customer base, building the
REVOLVE and FORWARD brands and expanding our owned brand presence. Over the long
term, we expect marketing expenses to increase in absolute dollars as we
continue to scale our business, but remain relatively consistent as a percentage
of net sales. As a result of the impact on consumer discretionary spending and
the required social distancing due to the COVID-19 pandemic, we reduced our
marketing investment in absolute dollars and as a percentage of net sales in
2020. In the first quarter of 2021, we increased our level of investment in
marketing and expect marketing expressed as a percentage of net sales to return
to historical levels in 2021. We may also make opportunistic investments in
marketing initiatives that may increase marketing as a percentage of net sales
to levels in excess of historical levels for certain quarters or periods of time
in the future.

General and Administrative Expenses



General and administrative expenses consist primarily of payroll and related
benefit costs and equity-based compensation expense for our 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, such as depreciation, rent and other occupancy
expenses. Over the long term, increases in general and administrative expenses
in absolute dollars are primarily driven by increases in headcount required to
support business growth and meet our obligations as a public company. Due to the
COVID-19 pandemic, and starting in the second quarter of 2020, we temporarily
reduced costs in this area by reducing non-payroll related expenditures and
reducing our payroll-related expenses through salary, wage and schedule
reductions, furloughs and, to a lesser extent, layoffs. As our business
operations and operating results improved, we brought back certain furloughed
employees and returned our corporate employees to their pre-COVID-19 salaries
and wages. General and administrative expenses are expected to increase in the
near term as we plan to increase our hiring in 2021 to support future growth. In
the long-term, we expect general and administrative expenses to decline as a
percentage of net sales as we scale our business and leverage investments in
these areas.

Other Expense (Income), Net



Other expense (income), net consists primarily of interest expense and other
fees associated with our line of credit and interest income on our money market
funds.



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Results of Operations

The following tables set forth our results of operations for the periods presented and express the relationship of certain line items as a percentage of net sales for those periods. The period-to-period comparison of financial results is not necessarily indicative of future results.



                                         Three Months Ended March 31,
                                           2021                 2020
                                                (in thousands)
Net sales                             $      178,907       $      146,075
Cost of sales                                 82,242               75,125
Gross profit                                  96,665               70,950
Operating expenses:
Fulfillment expenses                           4,367                4,493
Selling and distribution expenses             24,977               21,779
Marketing expenses                            26,228               21,950
General and administrative expenses           19,878               18,874
Total operating expenses                      75,450               67,096
Income from operations                        21,215                3,854
Other expense (income), net                      233                 (127 )
Income before income taxes                    20,982                3,981
Benefit from income taxes                     (1,270 )               (175 )
Net income                            $       22,252       $        4,156




                                         Three Months Ended March 31,
                                          2021                  2020
Net sales                                     100.0 %               100.0 %
Cost of sales                                  46.0 %                51.4 %
Gross profit                                   54.0 %                48.6 %
Operating expenses:
Fulfillment expenses                            2.4 %                 3.1 %
Selling and distribution expenses              14.0 %                14.9 %
Marketing expenses                             14.7 %                15.0 %
General and administrative expenses            11.1 %                12.9 %
Total operating expenses                       42.2 %                45.9 %
Income from operations                         11.8 %                 2.6 %
Other expense (income), net                     0.1 %                (0.1 %)
Income before income taxes                     11.7 %                 2.7 %
Benefit from income taxes                      (0.7 %)               (0.1 %)
Net income                                     12.4 %                 2.8 %







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Comparison of the Three Months Ended March 31, 2021 and 2020

Net Sales





               Three Months Ended March 31,               Change
                 2021                 2020             $           %
                              (dollars in thousands)

Net sales $ 178,907 $ 146,075 $ 32,832 22.5 %




The increase in net sales for the three months ended March 31, 2021, as compared
to the same period in 2020, was primarily due to an increase in the number of
orders placed by customers of 9.4% as compared to the same period in 2020 and
customers returning a lower proportion of their purchases.

Net sales in the REVOLVE segment increased 22.2% to $152.2 million in the three
months ended March 31, 2021 compared to net sales of $124.5 million in the same
period in 2020. Net sales generated from our FORWARD segment increased 23.8% to
$26.7 million in the three months ended March 31, 2021 as compared to net sales
of $21.6 million in the same period in 2020.

Cost of Sales



                             Three Months Ended March 31,              Change
                               2021                 2020             $          %
                                           (dollars in thousands)
Cost of sales             $       82,242       $       75,125     $ 7,117       9.5 %
Percentage of net sales             46.0 %               51.4 %




The increase in cost of sales for the three months ended March 31, 2021, as
compared to the same period in 2020, was primarily due to an increase in the
volume of merchandise sold. The decrease in cost of sales as a percentage of net
sales was due to a lower percentage of markdown sales and shallower markdowns,
combined with lower inventory valuation adjustments, write-offs, receiving costs
and import expenses.

Fulfillment Expenses



                            Three Months Ended March 31,             Change
                              2021                2020            $          %
                                          (dollars in thousands)
Fulfillment expenses      $       4,367       $       4,493     $ (126 )     (2.8 %)
Percentage of net sales             2.4 %               3.1 %




Fulfillment expenses for the three months ended March 31, 2021 were slightly
lower as compared to the same period in 2020, as the increase in number of units
processed was offset by efficiencies gained through the automation efforts
implemented in our fulfillment center. The decrease in fulfillment expenses as a
percentage of net sales was primarily due to efficiencies gained through the
consolidation and automation of our fulfillment center that took place in 2019
combined with customers returning a lower proportion of their purchases.

Selling and Distribution Expenses





                                Three Months Ended March 31,                    Change
                                  2021                 2020               $                %
                                                    (dollars in thousands)
Selling and distribution
expenses                     $       24,977       $       21,779     $      3,198             14.7 %
Percentage of net sales                14.0 %               14.9 %




The increase in selling and distribution expenses for the three months ended
March 31, 2021, as compared to the same period in 2020, was primarily due to an
increase in the number of orders shipped combined with higher merchant
processing fees. Merchant processing fees increased $1.5 million and shipping
and handling costs

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increased $1.4 million for the three months ended March 31, 2021 as compared to
the same period in 2020. The decrease in selling and distribution expenses as a
percentage of net sales was due to customers returning a lower proportion of
their purchases.

Marketing Expenses



                             Three Months Ended March 31,               Change
                               2021                 2020             $          %
                                            (dollars in thousands)
Marketing expenses        $       26,228       $       21,950     $ 4,278       19.5 %
Percentage of net sales             14.7 %               15.0 %




The increase in marketing expenses for the three months ended March 31, 2021, as
compared to the same period in 2020, was due to an increase of $4.4 million in
performance marketing expenses, partially offset by decrease of $0.1 million in
brand marketing expenses.

General and Administrative Expenses





                                Three Months Ended March 31,                    Change
                                  2021                 2020               $                %
                                                    (dollars in thousands)
General and administrative
expenses                     $       19,878       $       18,874     $      1,004              5.3 %
Percentage of net sales                11.1 %               12.9 %




The increase in general and administrative expenses for the three months ended
March 31, 2021, as compared to the same period in 2020, was primarily due to an
increase of $0.8 million in salaries and related benefits and equity-based
compensation expense. The decrease in general and administrative expenses as a
percentage of net sales was as a result of elimination of non-essential items
combined with an improved growth in net sales.

Income Taxes



                                Three Months Ended March 31,
                                  2021                  2020
                                   (dollars in thousands)
Income before income taxes   $       20,982         $      3,981
Benefit from income taxes            (1,270 )               (175 )
Effective tax rate                     (6.1 %)              (4.4 %)




The decrease in the effective tax rate for the three months ended March 31,
2021, as compared to the same period in 2020, was primarily due to excess tax
benefits related to the exercise of non-qualified stock options during the three
months ended March 31, 2021, as compared to similar excess tax benefits during
the three months ended March 31, 2020.


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Liquidity and Capital Resources

The following tables show our cash and cash equivalents, accounts receivable and working capital as of the dates indicated:





                                             As of
                             March 31, 2021       December 31, 2020
                                         (in thousands)
Cash and cash equivalents   $        182,907     $           146,013
Accounts receivable, net               6,584                   4,621
Working capital(1)                   199,376                 171,237


(1) Working capital for all periods presented above is defined as current assets


    less current liabilities.




As of March 31, 2021, the majority of our cash and cash equivalents was held for
working capital purposes. In March 2020, due to the uncertain environment
created by the COVID-19 pandemic and out of an abundance of caution, we elected
to draw down $30 million in borrowings under our line of credit all of which was
subsequently repaid during the second, third and fourth quarters of 2020. We
believe that our existing cash and cash equivalents and cash flows from
operations will be sufficient to meet our anticipated cash needs for at least
the next 12 months. However, our liquidity assumptions may prove to be incorrect
and we could exhaust our available financial resources sooner than we currently
expect, particularly if there is a COVID-19 resurgence through new variants or
otherwise.

Sources of Liquidity

Since our inception, we have financed our operations and capital expenditures
primarily through cash flows generated by operations, private sales of equity
securities, the incurrence of debt, as well as the net proceeds we received
through our IPO.

Our primary use of cash includes operating costs such as merchandise purchases,
compensation and benefits, marketing and other expenditures necessary to support
our business growth. We used a substantial portion of the proceeds from the IPO
to repurchase shares of our Class B common stock. We believe our existing cash
and cash equivalent balances and cash flows from operations will be sufficient
to meet our working capital and capital expenditure needs for at least the next
12 months. However, our liquidity assumptions may prove to be incorrect if there
is a COVID-19 resurgence through new variants or otherwise, and we could exhaust
our available financial resources sooner than we currently expect. We may seek
to borrow additional funds under our line of credit or raise additional funds at
any time through equity, equity-linked or debt financing arrangements. Our
future capital requirements and the adequacy of available funds will depend on
many factors, including those described in Item 1A - Risk Factors of this
Quarterly Report on Form 10-Q. We may not be able to secure additional financing
to meet our operating requirements on acceptable terms, or at all.

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. 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 LIBO rate determined on
the basis of a one-month interest period, plus 1.00%, or (2) an adjusted LIBO
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 LIBO rate loans. No borrowings were outstanding as of March
31, 2021 and December 31, 2020.

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Our obligations under the credit agreement are secured by substantially all of
our assets. The credit agreement also contains customary covenants restricting
our activities, including limitations on our ability to sell assets, engage in
mergers and acquisitions, enter into transactions involving related parties,
obtain letters of credit, incur indebtedness or grant liens or negative pledges
on our assets, make loans or make other investments. Under these covenants, we
are prohibited from paying cash dividends with respect to our capital stock. We
were in compliance with all covenants as of March 31, 2021 and December 31,
2020.

Historical Cash Flows



                                              Three Months Ended
                                                   March 31,
                                               2021          2020

Net cash provided by operating activities $ 33,209 $ 8,081 Net cash used in investing activities

             (736 )       (551 )

Net cash provided by financing activities 4,317 30,975

Net Cash Provided by Operating Activities



Cash from operating activities consists primarily of net income adjusted for
certain non-cash items, including depreciation, equity-based compensation, and
the effect of changes in working capital and other activities.

For the three months ended March 31, 2021, we generated $33.2 million of
operating cash flow as compared to $8.1 million for the same period in 2020. The
increase in our operating cash flow was primarily due to an increase in net
income adjusted for non-cash items, complemented by favorable changes in working
capital.

Net Cash Used in Investing Activities



Our primary investing activities have consisted of purchases of property and
equipment to support our fulfillment centers and our overall business growth and
internally developed software for the continued development of our proprietary
technology infrastructure. Purchases of property and equipment may vary from
period-to-period due to timing of the expansion of our operations.

Net cash used in investing activities was $0.7 million and $0.6 million for the three months ended March 31, 2021 and 2020, respectively.

Net Cash Provided by Financing Activities

Until our IPO, our financing activities historically have primarily consisted of borrowings and repayments related to the existing line of credit.

Net cash provided by financing activities was $4.3 million for the three months ended March 31, 2021, which was attributable to the cash proceeds from the exercise of stock options.



Net cash provided by financing activities was $31.0 million for the three months
ended March 31, 2020, which was attributable to proceeds from borrowings on our
line of credit and the cash proceeds from the exercise of stock options.

Contractual Obligations



As of March 31, 2021, our principal obligations consist of obligations under
operating leases for office and fulfillment facilities. There have been no
material changes in our contractual obligations and commitments, as disclosed in
our Annual Report on Form 10-K for the year ended December 31, 2020, filed with
the SEC on February 25, 2021.

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Off-Balance Sheet Arrangements

As of March 31, 2021 and December 31, 2020 we did not have any material off balance sheet arrangements, except for operating leases.

Critical Accounting Policies



Our management's discussion and analysis of our financial condition and results
of operations is based on our condensed consolidated financial statements, which
have been prepared in accordance with GAAP. The preparation of these condensed
consolidated financial statements requires us to make estimates and assumptions
that affect the reported amounts of assets, liabilities, net sales, expenses and
related disclosures. We evaluate our estimates and assumptions on an ongoing
basis. Our estimates are based on historical experience and various other
assumptions that we believe to be reasonable under the circumstances. Our actual
results could differ from these estimates.

There have been no material changes to our critical accounting policies as compared to the critical accounting policies and significant judgments and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021.

Emerging Growth Company Status



Section 107 of the JOBS Act provides that an "emerging growth company" can take
advantage of the extended transition period provided in Section 7(a)(2)(B) of
the Securities Act for complying with new or revised accounting standards. In
other words, an "emerging growth company" can delay the adoption of certain
accounting standards until those standards would otherwise apply to private
companies. Section 107 of the JOBS Act provides that any decision to opt out of
the extended transition period for complying with new or revised accounting
standards is irrevocable. We have elected to use this extended transition period
under the JOBS Act.

Recent Accounting Pronouncements

See Note 2, Significant Accounting Policies, of our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information regarding recently issued accounting pronouncements.


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