What changed in this filing

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Item 1. Financial Statements

2020-08-13 compared with 2020-05-14 · 149 added, 100 removed, 298 unchanged (46% of the section changed)

25 unchanged sentences

1,000,000,000 shares

authorized as of March 31, 2020 and December 31, 2019;

15,812,563 and 14,009,859 shares issued and outstanding as of March 31, 2020

authorized as of June 30, 2020 and December 31, 2019;

15,930,974 and 14,009,859 shares issued and outstanding as of June 30, 2020

and December 31, 2019 respectively.

1 unchanged sentence

125,000,000 shares authorized

as of March 31, 2020 and December 31, 2019;

as of June 30, 2020 and December 31, 2019;

53,568,912 and

55,069,124 shares issued and outstanding as of March 31, 2020 and December 31,

55,069,124 shares issued and outstanding as of June 30, 2020 and December 31,

2019, respectively.

8 unchanged sentences

( In thousands, except per share data )

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Cost of sales

4 unchanged sentences

Income from operations

Other (income) expense, net

Other expense, net

Income before income taxes

(Benefit from) provision for income taxes

Earnings per share of Class A and Class B

Provision for income taxes

Repurchase of Class B common stock upon

corporate conversion

Net income (loss) attributable to common

Earnings (net loss) per share of Class A and Class B

common stock:

5 unchanged sentences

(In thousands)

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Other comprehensive (loss) income:

7 unchanged sentences

(In thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating activities:

17 unchanged sentences

Financing activities:

Proceeds from initial public offering, net of underwriting discounts

Repurchase of Class B common stock upon corporate conversion

Proceeds from borrowings on line of credit

Repayment of borrowings on line of credit

Payment of deferred offering costs

Proceeds from the exercise of stock options, net

Net cash provided by (used in) financing activities

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents

5 unchanged sentences

Income taxes, net of refund

Supplemental disclosure of non-cash activities:

Deferred offering costs accrued, unpaid

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

17 unchanged sentences

Our fiscal year ends on December 31 of each year.

The accompanying unaudited condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the related notes thereto for the fiscal year ended December 31, 2019 contained in our Annual Report on Form 10-K for the year filed with the SEC on February 26, 2020.

Impact of COVID-19 on Our Business

The recent COVID-19 pandemic had a material adverse impact on our business operations and operating results, and operating cash flows for the first quarter of 2020, in particular;

during the last two weeks of the quarter.

While the length and severity of the reduction in demand due to COVID-19 is uncertain, we expect that our business operations and results of operations, including our net sales, earnings and cash flows, will be materially adversely impacted through the remainder of 2020.

We have taken aggressive actions to mitigate the effect of COVID-19 on our business by reducing non-payroll related operating costs and reducing payroll costs through a combination of pay cuts, employee furloughs and to a lesser extent layoffs.

The COVID-19 pandemic had a material adverse impact on our business operations and operating results for the three and six months ended June 30, 2020.

While the length and severity of the reduction and shift in consumer demand related to COVID-19 remains uncertain, we expect that our business operations and results of operations, including our net sales, will be materially impacted through the remainder of 2020.

In April 2020 we took aggressive actions to mitigate the effect of COVID-19 on our business by reducing non-payroll related operating costs and reducing payroll costs through a combination of pay cuts, employee furloughs and, to a lesser extent, layoffs.

We also eliminated or deferred non-essential capital expenditures, significantly reduced planned inventory receipts by canceling or delaying orders, in addition to extending payment terms for both merchandise and non-merchandise vendor invoices.

As our business operations and operating results improved throughout the second quarter of 2020, in part due to the easing of stay-at-home orders and other state-imposed restrictions on businesses, we began the process of bringing back certain furloughed employees and returned the majority of our corporate employees, except for executives and senior management, to their pre-COVID-19 salaries and wages.

In addition, we accrued for discretionary bonuses related to second quarter performance with payment subject to full year performance.

We also began to sequentially increase our inventory purchases and incur certain operating expenses to support the improving trends in consumer demand.

Through our aggressive cost control and purchase commitment reductions, we were able to increase the balance of our cash and cash equivalents during the three months ended June 30, 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, including the repayment of outstanding borrowings upon the expiration of our line of credit .

24 unchanged sentences

Significant items subject to such estimates and assumptions include:

the allowance for sales returns, the valuation of deferred tax assets, inventory, equity‑based compensation, valuation of goodwill, reserves for income tax uncertainties and other contingencies, and breakage of store credit and gift cards.

the allowance for sales returns, the valuation of deferred tax assets, inventory, equity‑based compensation, and goodwill, reserves for income tax uncertainties and other contingencies, and breakage of store credit and gift cards.

Revenue is primarily derived from the sale of apparel merchandise through our sites and, when applicable, shipping revenue.

6 unchanged sentences

A contract is created with our customer at the time the order is placed by the customer, which creates a single performance obligation to deliver the product to the customer.

We recognize revenue for our single performance obligation at the time control of the merchandise passes to the customer, which is at the time of shipment.

We recognize revenue for our single performance obligation at the time control of the merchandise

passes to the c ustomer, which is at the time of shipment.

In addition, we have elected to treat shipping and handling as fulfillment activities and not a separate performance obligation.

In March 2020 we launched the REVOLVE Loy alty Club within the REVOLVE segment .

In March 2020 we launched the REVOLVE Loyalty Club within the REVOLVE segment.

Eligible customers who enroll in the program will generally earn points for every dollar spent and will automatically receive a $20 REVOLVE Reward once they earn 2,000 points.

We defer revenue based on an allocation o f the price of the customer purchase and the standalone selling price of the points earned.

We defer revenue based on an allocation of the price of the customer purchase and the standalone selling price of the points earned.

Revenue is recognized once the reward is redeemed or expires or once unconverted points expire.

2 unchanged sentences

We modify our policy during the holiday season to extend the return and exchange period.

In addition, to provide our customers with more flexibility to return or exchange during this time of increased social distancing as a result of the COVID-19 pandemic, merchandise returns for purchases in March, April, and May 2020 will be accepted for full refund if returned within 60 days of the original purchase date and may be exchanged up to 90 days from the original purchase date.

In addition, to provide our customers with more flexibility to return or exchange during this time of increased social distancing as a result of the COVID-19 pandemic, merchandise returns for purchases made starting in March 2020 will be accepted for full refund if returned within 60 days of the original purchase date and may be exchanged up to 90 days from the original purchase date.

At the time of sale, we establish a reserve for merchandise returns, based on historical experience and expected future returns, which is recorded as a reduction of sales and cost of sales.

The following table presents a rollforward of our sales return reserve for the three months ended March 31, 2020 and 2019 (in thousands):

The following table presents a rollforward of our sales return reserve for the three and six months ended June 30, 2020 and 2019 (in thousands):

Three months ended June 30,

Six Months Ended June 30,

Beginning balance

2 unchanged sentences

Store credits issued and proceeds from the issuance of gift cards are recorded as deferred revenue and recognized as revenue when the store credit or gift cards are redeemed or upon inclusion in our store credit and gift card breakage estimates.

Revenue recognized in net sales on breakage on store credit and gift cards for the three months ended March 31, 2020 and 2019 was $0.8 million and $0.2 million, respectively.

Revenue recognized in net sales on breakage on store credit and gift cards for the three and six months ended June 30, 2020 was $0.2 million and $1.0 million, respectively and $0.2 million and $0.4 million for the three and six months ended June 30, 2019, respectively.

Sales taxes and duties collected from customers and remitted to governmental authorities are accounted for on a net basis and therefore are excluded from net sales.

25 unchanged sentences

In November 2019, the FASB issued ASU No.

2019-10 extending the effective date of this new lease standard by one year making it effective for us for annual periods beginning after December 15, 2020 and interim periods within fiscal years beginning after December 15, 2021.

2019-10 extending the effective date of this new lease standard by one year.

In June 2020, the FASB issued ASU No.

2020-05, further extending the effective date by one year making it effective for us for annual periods beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted.

The standard requires recognizing and measuring leases using a modified retrospective approach or allowing for application of the guidance at the beginning of the period in which it is adopted by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption rather than at the beginning of the earliest comparative period presented.

We plan to elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, will allow us to carryforward the historical lease classification of our existing leases.

We plan to elect the package of practical expedients permitted under the transition guidance within the new standard, which among other things, will allow us to carry forward the historical lease classification of our existing leases.

However, we are still evaluating the potential impact of this ASU on our consolidated financial statements and related disclosures.

Line of Credit

Li ne of Credit

On March 23, 2016, we entered into a line of credit agreement with Bank of America, N.A, with an expiration date of March 23, 2021.

1 unchanged sentence

Borrowings under the credit agreement accrue interest, at our option, at (1) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the prime rate and (c) the LIBOR rate plus 1.00%, in each case plus a margin ranging from 0.25% to 0.75%, or (2) an adjusted LIBOR rate plus a margin ranging from 1.25% to 1.75%.

As of March 31, 2020, the Company had $30.0 million outstanding on the line of credit.

The weighted-average interest rate of debt outstanding at March 31, 2020 was 2.3%.

As of June 30, 2020, we had $24.0 million outstanding on the line of credit.

The weighted-average interest rate of debt outstanding at June 30, 2020 was 2.2 %.

No borrowings were outstanding as of December 31, 2019.

We are also obligate d to pay other customary fees for a credit facility of this size and type, including an unused commitment fee.

The credit agreement also permits us, in certain circumstances, to request an increase in the facility by an additional amount of up to $25.0 mil lion (in an initial minimum amount of $10 million and in increments of $5 million thereafter ) at the same maturity, pricing and other terms.

We are also obligated to pay other customary fees for a credit facility of this size and type, including an unused commitment fee.

The credit agreement also permits us, in certain circumstances, to request an increase in the facility by an additional amount of up to $25.0 million (in an initial minimum amount of $10 million and in increments of $5 million thereafter) at the same maturity, pricing and other terms.

Our obligations under the credit agreement are secured by substantially all of our assets.

The credit agreement als o contains customary covenants restricting our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter in transactions involving related parties, obtain letters of credit, incur indebtedness or grant liens or negative pledges on our assets, make loans or make other investments.

The credit agreement also contains customary covenants restricting our activities, including limitations on our ability to sell assets, engage in mergers and acquisitions, enter in transactions involving related parties, obtain letters of credit, incur indebtedness or grant liens or negative pledges on our assets, make loans or make other investments.

Under the covenants, we are prohibited from paying cash dividends with respect to our capital stock.

We were in compliance with all covenants as of March 31, 2020 and December 31, 20 19.

We were in compliance with all covenants as of June 30, 2020 and December 31, 2019.

Equity-based Compensation

7 unchanged sentences

In September 2018, the board of directors adopted the 2019 Equity Incentive Plan, or the 2019 Plan, which became effective in June 2019.

Under the 2019 Plan, a total of 4,500,000 shares of our Class A common stock are reserved for issuance as options, stock appreciation rights, restricted stock, restricted stock units, RSUs, performance units or performance shares.

Upon the completion of our IPO, the 2019 Plan replaced the 2013 Plan, however, the 2013 Plan will continue to govern the terms and conditions of the outstanding awards previously granted under that plan.

2 unchanged sentences

All future grants going forward will be issued under the 2019 Plan.

As of March 31, 2020, approximately 3.9 million common shares remain available for future issuance under the 2019 Plan.

As of June 30, 2020, approximately 2.9 million common shares remain available for future issuance under the 2019 Plan.

All historical data presented in the tables within this footnote have been recast to retroactively reflect all share and per share data of options as if they had been issued by Revolve Group, Inc.

1 unchanged sentence

See Note 2, Significant Accounting Policies, for further information regarding the reverse split and Corporate Conversion.

Option activity for the three months ended March 31, 2020 under the 2013 and 2019 Plan s is as follows:

Option activity for the six months ended June 30 , 2020 under the 2013 and 2019 Plan s is as follows:

Exercise Price

1 unchanged sentence

Balance at January 1, 2020

Balance at March 31, 2020

Exercisable at March 31, 2020

Balance at June 30, 2020

Exercisable at June 30, 2020

Vested and expected to vest

RSU award activity for the three months ended March 31, 2020 under the 2019 Plan is as follows:

RSU award activity for the six months ended June 30, 2020 under the 2019 Plan is as follows:

Value (000's)

Unvested at January 1, 2020

Unvested at March 31, 2020

There were 623,280 options and no RSUs granted during the three months ended March 31, 2020.

The weighted average grant-date fair value of options granted during the three months ended March 31, 2020 was $7.05 per share.

As of March 31, 2020, there was $9.9 million of total unrecognized compensation cost related to unvested options and RSUs granted under the 2013 Plan and 2019 Plan, which is expected to be recognized over a weighted average service period of 4.0 years.

Equity‑based compensation cost that has been included in general and administrative expense in the accompanying condensed consolidated statements of income amounted to $0.6 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively.

There was an excess income tax benefit of $1.2 million and $0 recognized in the condensed consolidated statements of income for equity‑based compensation arrangements for the three months ended March 31, 2020 and 2019, respectively.

Unvested at June 30, 2020

There were 990,700 options and 6,618 RSUs granted during the three months ended June 30, 2020 and 1,613,980 options and 6,618 RSUs granted during the six months ended June 30, 2020.

The weighted average grant-date fair value of options granted during the three and six months ended June 30, 2020 was $4.18 per share and $5.29 per share, respectively.

As of June 30, 2020, there was $12.8 million of total unrecognized compensation cost related to unvested options and RSUs granted under the 2013 Plan and 2019 Plan, which is expected to be recognized over a weighted average service period of 4.0 years.

Equity‑based compensation cost that has been included in general and administrative expense in the accompanying condensed consolidated statements of income amounted to $0.9 million and $0.5 million for the three months ended June 30, 2020 and 2019, respectively, and $1.4 million and $1.0 million for the six months ended June 30, 2020 and 2019, respectively.

There was an excess income tax benefit of $0.5 million and $0 recognized in the condensed consolidated statements of income for equity‑based compensation arrangements for the three months ended June 30, 2020 and 2019, respectively, and $1.7 million and $0 for the six months ended June 30, 2020 and 2019, respectively.

Commitments and Contingencies

17 unchanged sentences

We are a defendant in a purported class action lawsuit filed in the Superior Court of California, Los Angeles County, which was filed in May 2019, arising from employee wage-and-hour claims under California law for alleged meal period, rest period, payment of wages at separation, wage statement violations, and unfair business practices.

On January 6, 2020, the Company and the individual defendant in the case entered into a binding memorandum of understanding to settle the case which will need to be submitted for court approval prior to becoming final.

As a result, in December 2019, we accrued approximately $1.0 million to general and administrative expenses which as of March 31, 2020, still remained accrued within accrued expenses on the accompanying condensed consolidated balance sheet.

On January 6, 2020, we and the individual defendant in the case entered into a binding memorandum of understanding to settle the case which will need to be submitted for court approval prior to becoming final.

Due to court closures and logistical complications related to the COVID-19 pandemic, resolution of this matter has not moved forward.

In December 2019, we accrued approximately $1.0 million to general and administrative expenses which as of June 30, 2020, still remained accrued within accrued expenses on the accompanying condensed consolidated balance sheet.

The following table summarizes our effective tax rate for the periods presented (in thousands):

Three months ended March 31,

Three months ended June 30,

Six Months Ended June 30,

Income before income taxes

(Benefit from) provision for income taxes

Provision for income taxes

Effective tax rate

Due to the impact of the recent COVID-19 pandemic, we are unable to reliably estimate our annual effective tax rate for the three months ended March 31, 2020.

Therefore, to calculate the benefit from income taxes we have utilized the actual effective tax rate for the current period.

The decrease in the effective tax rate for the three months ended March 31, 2020, as compared to the same period in 2019, was primarily due to an excess tax benefit related to the exercise of non-qualified stock options during the first quarter of 2020.

The decrease in the effective tax rate for the three and six months ended June 30, 2020, as compared to the same period in 2019, was primarily due to an excess tax benefit related to the exercise of non-qualified stock options during the first and second quarters of 2020.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act, or the CARES Act, was enacted and signed into law.

The CARES Act includes a number of corporate tax related provisions including increasing the amount of tax deductible interest, allowing companies an extended carry-back period for certain net operating losses, or NOLs, and increasing the amount of NOLs that corporations can use to offset taxable income.

Th e CARES Act did not materially affect our first-quarter income tax provision, deferred tax assets and liabilities, and related taxes payable.

The CARES Act did not materially affect our income tax provision, deferred tax assets and liabilities, and related taxes payable for three and six months ended June 30, 2020.

Although we currently do not expect the impact to be material, we will continue to assess the future implications of these provisions within the CARES Act on our condensed consolidated financial statements.

Members’ /Stockholders’ Equity

Changes in members’/stockholders’ equity for the three months ended March 31, 2020 and 2019 were as follows:

Three Months Ended March 31, 2020

Changes in members’/stockholders’ equity for the three and six months ended June 30, 2020 and 2019 were as follows:

Three Months Ended June 30, 2020

Stockholders'

3 unchanged sentences

common stock from exercise of stock options

Equity-based compensation

Cumulative translation adjustment

Cumulative translation

Ending balance

Three Months Ended March 31, 2019

Three Months Ended June 30, 2019

Class T Preferred Units

Class A Common Units

(in thousands, except unit data)

Members' Equity/

Stockholders'

Retained Earnings

(in thousands, except unit and share data)

Beginning balance

Cumulative effect of adoption

Equity-based compensation

Cumulative translation adjustment

Corporate conversion

Repurchase of Class B common stock

Issuance of Class A

common stock upon

initial public

offering, net of

offering costs

Cumulative translation

Ending balance

Earnings per Share

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

Six Months Ended June 30, 2020

Stockholders'

(in thousands, except share data)

Beginning balance

Issuance of Class A

common stock from exercise of stock options

Cumulative translation

Ending balance

Six Months Ended June 30, 2019

Class T Preferred Units

Class A Common Units

Members' Equity/

Stockholders'

Retained Earnings

(in thousands, except unit and share data)

Beginning balance

Corporate conversion

Repurchase of Class B common stock

Issuance of Class A

common stock upon

initial public

offering, net of

offering costs

Cumulative effect of adoption of ASC 606

Cumulative translation

Ending balance

Earnings (Net Loss) per Share

Basic and diluted earnings (net loss) per share is presented in conformity with the two-class method required for participating securities and multiple classes of common stock.

We consider the Class T preferred units, which were outstanding prior to the Corporate Conversion, to be a participating security.

4 unchanged sentences

Each share of Class B common stock is entitled to ten votes per share and is convertible at any time into one share of Class A common stock.

Undistributed earnings allocated to the Class T preferred units are subtracted from net income in determining net income attributable to common stockholders.

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

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

As a participating security, the Class T preferred units are excluded from basic weighted-average common shares outstanding.

Diluted earnings per share represents net income divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive s tock options and RSUs .

The undistributed earnings are allocated based on the participation rights of Class A and Class B common shares as if the earnings for the year have been distributed and losses allocated .

Diluted earnings (net loss) per share represents net income (loss) divided by the weighted-average number of common shares outstanding, inclusive of the effect of dilutive stock options and RSUs.

The undistributed earnings (net losses ) are allocated based on the participation rights of Class A and Class B common shares as if the earnings for the year have been distributed and losses allocated.

As the liquidation and dividend rights are identical for both classes, the undistributed earnings are allocated on a proportionate basis.

For the three months ended March 31, 2020, the calculation of diluted earnings per share for Class A common stock assumes the conversion of Class B common stock, while diluted earnings per share of Class B common stock does not assume the conversion of Class A common stock as Class A common stock is not convertible into Class B common stock.

Similarly, outstanding options to purchase Class B common stock and RSUs that are dilutive are included in the calculation of diluted earnings for both Class A and Class B common stock.

Basic and diluted earnings per share and the weighted-average shares outstanding have been computed for all periods shown below to give effect to the reverse split and the Corporate Conversion that occurred in connection with our IPO.

See Note 2, Significant Accounting Policies , for further information regarding the reverse split and Corporate Conversion.

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

Three Months Ended March 31,

For the three and six months ended June 30, 2020, the calculation of diluted earnings (net loss) per share for Class A common stock assumes the conversion of Class B common stock, while diluted earnings (net loss) per share of Class B common stock does not assume the conversion of Class A common stock as Class A common stock is not convertible into Class B common stock.

Similarly, outstanding options to purchase Class B common stock and RSUs that are dilutive are included in the calculation of diluted earnings (net loss) for both Class A and Class B common stock.

For the purpose of calculating basic and diluted earnings (net loss) per share for the three and six months ended June 30, 2019, the $40.8 million of Class B shares issued and subsequently repurchased in connection with our IPO to satisfy the total preference amount for the Class T Units is treated as a dividend and subtracted from net income available to common stockholders on a proportionate basis.

In addition, the net losses for the three and six months ended June 30, 2019 were not allocated to our participating security as the Class T preferred units were not contractually obligated to share in our losses.

Basic and diluted earnings (net loss) per share and the weighted-average shares outstanding have been computed for all periods shown below to give effect to the reverse split, the Corporate Conversion that occurred in

connection with our IPO , and the repurchase of Class B shares .

See Note 2, Significant Accounting Policies , for fur ther information regarding the reverse s plit and Corporate Conversion.

The following table presents the calculation of basic and diluted earnings (net loss) per share:

Three months ended June 30,

Six Months Ended June 30,

(in thousands, except per share data)

Undistributed earnings to

participating security

Net income attributable to common

stockholders — basic

Reallocation of undistributed earnings as a

result of conversion of Class B to Class A

Reallocation of undistributed earnings to

Class B shares

Net income attributable to common

stockholders — diluted

Weighted average shares used to compute

earnings per share — basic

Conversion of Class B to Class A common

shares outstanding

Repurchase of Class B common stock

Net income (loss) attributable to common stockholders — basic

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

Reallocation of undistributed earnings to Class B shares

Net income (loss) attributable to common stockholders — diluted

Weighted average shares used to compute earnings (net loss) per share — basic

Conversion of Class B to Class A common shares outstanding

Effect of dilutive stock options and RSUs

Weighted average number of shares used

to compute earnings per

share — diluted

Earnings per share:

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

Three Months Ended March 31,

Stock options and RSUs

Weighted average number of shares used to compute earnings (net loss) per share — diluted

Earnings (net loss) per share:

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

Three Months Ended June 30,

Six Months Ended June 30,

Stock options to purchase Class B

shares and RSUs

Segment Information

4 unchanged sentences

Management does not evaluate the performance of our reportable segments using asset measures.

Revenue from external customers for each group of similar products and services is not reported to our chief operating decision makers.

Revenue from external customers for each group of sim ilar products and services is not reported to our chief operating decision makers.

The separate identification for purposes of segment disclosure is impracticable, as it is not readily available and the cost to develop would be excessive.

During the three months ended March 31, 2020 and 2019, no customer represented over 10% of net sales.

During the three and six months ended June 30 , 20 20 and 20 19 , no customer represented over 10% of net sales.

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

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

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

United States

11 unchanged sentences

Our cash equivalents are comprised of money market funds, which are valued based on Level 1 inputs consisting of quoted prices in active markets.

Our cash equivalents were $75.4 million and $37.6 million as of March 31, 2020 and December 31, 2019, respectively.

Detail of Certain Balance Sheet Accounts

Our cash equivalents were $117.9 million and $37.6 million as of June 30, 2020 and December 31, 2019, respectively.

Detail of Ce rtain Balance Sheet Accounts

Prepaid Expenses and Other Current Assets

14 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements