Rent the Runway, Inc.

Greetings and welcome to Rent the OneWay's Quarter 2 2025 Earnings Conference Call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note, this conference is being recorded. I would now like to turn the conference over to Kara Schrembry. Thank you. You may begin.

Hello, everyone, and thanks for joining us today. During this call, we will make references to our Q2 2025 earnings presentation, which can be found in the events and presentation section of our investor relations website. Before we begin, we would like to remind you that this call will include forward-looking statements. These statements include guidance and underlying assumptions for the third quarter and fiscal year 2025 and statements regarding the recapitalization transactions. These statements are subject to various risks, uncertainties, and assumptions that could cause our actual results to differ materially. These risks, uncertainties, and assumptions are detailed in today's press release as well as our filings with the SEC, including our Form 10-Q that we plan to file in the coming days. We have no obligation to update any forward-looking statements or information except as required by law. During this call, we will also reference certain non-GAAP financial information. The presentation of this non-GAAP financial information is not intended to be considered in isolation or the substitute for financial information presented in accordance with GAAP. Reconciliations of GAAP to non-GAAP measures can be found in our press release, slide presentation posted on our investor relations website, and in our SEC filings. And with that, I'll turn it over to Jen.

Good afternoon. Rent the Runway had a busy Q2 and an even busier start to Q3. I'm excited to provide an update today on three things. First, our recently announced recapitalization plan. Second, the continued growth we're seeing in the business. And finally, the results we're seeing from our focus on customer experience. Let's start with the recapitalization plan we announced on August 21st that is designed to strengthen our balance sheet and inject fresh capital into the business. Our longtime existing lender, Aranda Principal Strategies, or APS, is partnering with two highly respected private equity firms with deep experience in the consumer retail space, Story3 Capital Partners and Nexus Capital Management, on a plan that will reduce our total debt from over $340 million to approximately $120 million. APS will convert a substantial portion of its original debt investment into common equity ownership. And APS, Story 3, and Nexus will contribute new capital to further support the business and its growth initiatives. The maturity on the debt will also be extended to 2029, giving us years of additional runway. And we will proudly remain a public company and trade under the ticker RENT on NASDAQ. This transaction sets us up to have significantly stronger and healthier balance sheets. which means more financial flexibility to lean into the market we created 15 years ago. Since COVID, I believe that our capital structure has been the thing holding us back from making a full comeback, and we're happy to be moving forward into a new chapter. We're ready to be reacquainted with the investor community, and I view this as our IPO 2.0. We currently expect the deal to be consummated by December 31st of this year, and I encourage you to read our SEC filings in detail for more information. Overall, I see this as a very positive step forward for the company. We will no longer be burdened with an unsustainable amount of debt and expect to be in a much stronger position to deliver value to shareholders. Now, let's shift gears and talk about the continued growth and positive signs we're seeing across the business. Over the last two earnings calls, I've outlined our plan to capture subscribers and grow the business through a new inventory strategy, increased product innovation, and an improved connection with our core customers. Significant business transformations typically take place over a long time horizon. However, over the last several months, we've made swift progress and delivered results quickly. We believe that our strategy continues to show strong signals that it's working and we are successfully executing against it. Here are some of the areas where we're seeing major improvements. Subscriber growth continued. We ended Q2 with 146,400 active subscribers, a 13.4% year-over-year increase, accelerating from negative 4.9% in Q4 2024 and 0.9% in Q1 2025. Q2 2025 year-over-year acquisition growth accelerated as compared to Q1 2025 and Q4 2024. Retention continued to be higher than the prior year. These results show that we're adding more subscribers in a significant way, and subscribers are more likely to stay with the service for longer periods of time, both very promising indicators. We're also seeing great progress in the overall customer experience, with our historic investment in inventory starting to meaningfully make its way to customers in Q2. Put simply, there is a large amount of new inventory hitting the platform for customers to browse and rent. As of August, we've posted almost twice the inventory units we did in the prior year. In May, we posted 323% more styles versus the year prior. In June, that number was 235%, and in July, 253% year over year. meaning each month our customers are seeing and getting to rent more styles from more of the brands they desire. Year-to-date, we've added 2,200 new styles and have added 56 new brands to the platform, marking a massive improvement in the customer experience when she goes to fill her next order. And subscribers are loving this newness. Engagement with the new inventory in Q2 overperformed last year across every key metric. This includes share of views, up 84% year-over-year, hearts per style, up 15% year-over-year, and new units at home, up 57% year-over-year. Our average subscription net promoter score in Q2 was also at the highest level in three years and up 77% versus the prior year. We are also continuing to partner with amazing brands who are increasingly recognizing the strength of our customers the reach of our platform, and the power of our marketing capabilities. Revenue share units from existing revenue share partners are up 40% year-over-year, and total revenue share units are up 119% year-over-year. Overall, we're adding 80-plus new brands in full year 2025, with 56 already launched in first half, and we're seeing growing interest in deeper marketing collaborations. Year-to-date, we've launched seven new exclusive brand collaborations at an average of 40% lower cost to the brand's own wholesale collection. And as of August, 27 brands and partners have already started testing affiliate emails with Red the Runway, where we drive our subscribers to purchase from the brands via the links included in RTR emails. Brands continue to love working with us and see us as a valuable marketing channel. These signs are all very encouraging that our inventory strategy is paying off. and we'll be continuing to add more inventory throughout the year as the summer ends and the cooler weather sets in throughout much of the U.S. In addition to inventory, we've also been laser-focused on tangible and continuous improvement to our customer experience, as well as shifting our marketing towards organic growth fueled by our own community on our platform, social and in real life. As part of our organic social media strategy, We are trying new strategies to reach our customers with authentic, engaging content. As a result, acquisitions from organic channels had the best performing quarter in years. Overall, engagement with our social media channels is up 796% and views are up 175% year over year. We launched 11 new social series and continue to lean into our new face of Rent the Runway and influencer engagement strategy. We're meeting our customers where they are, on Instagram, TikTok, and Reddit. We've also brought our members together for exclusive events. In Q2, we hosted 12 events with 1,200 plus of our subscribers attending in person. Demand for these events was 3x capacity. A huge part of the customer experience is the experience she has when opening our app or visiting our website, and we've continued to focus on product innovation. We have redefined the subscription experience to be more personalized, rewarding, and engaging. In Q2, we launched a personalized home screen with contextual education, a rewards program with tiered membership perks, the ability to preview and heart coming soon styles, and a feature that highlights real members with curated styles. Looking forward, product improvements will focus on incorporating more personalized recommendations, such as my most loved designers and my recent hearts. and using AI for review summaries and fit improvements to build a continuously improved product for our customers. Before I hand it over to Sid, I wanted to note that for the first time in three years, we made a change to the prices of our subscription plans on August 1st to account for inflationary pressures and tariffs in the fashion industry. On average, the cost has increased by $2 per item, and our most popular plan, the two-swap plan, went from $144 a month to $164 a month. a 14% increase. This price increase allows us to deliver an exceptional customer experience while remaining the best deal in fashion. We communicated the change clearly to customers and thus far the impact has been in line with expectations. I want to thank everyone who has believed in Rent the Runway over the past 15 years. We are excited to write the next chapter in our story. With that, I'll hand it over to Sid.

Thanks, Jen, and thank you everyone for joining us. I want to begin by highlighting three key points. First, this quarter is beginning to show the tangible results of our strategy to significantly invest in inventory this fiscal year. Year-over-year ending active subscriber growth accelerated from 0.9% in the first quarter to 13.4% in the second quarter compared to the prior year. We continue to be encouraged by improving subscriber acquisitions, even after taking into account higher promotional activity versus Q2 2024. indicating to us that new customers are starting to notice our improved assortment. Year-over-year retention trends also continue to be solid. We believe even more strongly that an improved inventory experience is critical to driving subscriber growth. Second, the recapitalization transactions we announced on August 21, 2025 are an important validation of our inventory strategy this year and a key step forward for our ability to continue to invest in improving our customers' experience. As Jen highlighted, assuming all closing conditions are met, there will be a significant cash infusion to the business and our debt balance will be markedly reduced. Interest expense will decline and maturity will be extended into 2029. Also, as existing shareholders will note, conversion of existing debt will occur at a meaningful premium to the stock price in the period preceding the August 21st announcement. We think continued investment in inventory represents the best way to drive sustainable revenue growth and free cash flow generation. We believe that growth is what is required to drive fixed cost leverage, a key ingredient to cash generation. We have conviction that the company is on the right track to generate strong, medium, and long-term performance. I will now review results for the second quarter before providing full year 2025 guidance. We ended Q2 25 with 146,373 ending active subscribers, up approximately 13.4% year over year. Average active subscribers during the quarter were 146,765 subscribers versus 137,455 subscribers in the prior year, an increase of 6.8%. Year over year subscriber growth was driven primarily by higher subscription acquisitions versus Q224, higher promotional activity, and improved subscriber retention in Q225 versus Q224. Ending active subscribers decreased slightly from 147,157 subscribers at the end of Q125 due primarily to seasonally lowered subscriber acquisition and retention in Q225 versus Q125. Total revenue for the quarter was $80.9 million, up $2 million, or 2.5% year-over-year, and up $11.3 million, or 16.2%, quarter-of-a-quarter. Subscription and reserve rental revenue was up $0.7 million, or 1% year-over-year, in Q2-25, primarily due to higher average subscribers offset partially by lower average revenue per subscriber versus Q2-24. Other revenue increased $1.3 million, or 12.5% year-over-year. Fulfillment costs were $22.5 million in Q2 2025 versus $20.6 million in Q2 2024 and $20.4 million in Q1 2025. Fulfillment costs as a percentage of revenue were 27.8% of revenue in Q2 2025 compared to 26.1% of revenue in Q2 2024. Fulfillment costs primarily reflect higher transportation costs as a result of carrier rate increases and higher warehouse processing costs. Gross margins were 30% in Q2 25 versus 41.1% in Q2 24. Q2 25 gross margins reflect higher revenue share costs as a percentage of revenue due to greater share by RPR inventory in addition to higher fulfillment costs as a percentage of revenue. Q2 25 gross margins decreased quarter over quarter from 31.5% in Q1 25 due primarily to higher revenue share costs as a percentage of revenue partially offset by lower fulfillment costs as a percentage of revenue versus Q125. Sequentially lower fulfillment costs as a percentage of revenue reflects higher sales of inventory compared to Q125. Operating expenses were 8% higher year-over-year due primarily to transaction-related expenses. Total operating expenses, which include technology, marketing, and G&A, were 51.7% of revenue in Q225, versus 49% of revenue in Q2-24 and 55.9% of revenue in Q1-25. Adjusted EBITDA for Q2-25 was $3.6 million, or 4.4% of revenue, versus $13.7 million, or 17.4% of revenue, in Q2-24. The decrease in adjusted EBITDA versus the prior year is primarily a result of higher revenue share expenses. Free cash flow for Q2-25 was negative $26.5 million versus negative $4.5 million in Q2-24. Free cash flow decreased versus the prior year primarily due to lower adjusted EBITDA and higher purchases of rental product on account of our inventory strategy for fiscal year 2025. I will now discuss guidance for Q3-25 and fiscal year 2025. For Q3-25, We expect revenue to be between $82 million and $84 million. We expect adjusted EBITDA margins to be between negative 2% and 2% of revenue. For fiscal year 2025, we continue to expect double-digit growth in ending active subscribers. We now expect free cash flow to be lower than negative $40 million, primarily due to costs associated with the recapitalization transactions. We believe our business is showing improved momentum as evidenced by growth in the active subscriber base and we plan to prudently manage investments to continue to drive growth for the rest of fiscal year 2025. In conclusion, we believe that Rent the Runway is in the strongest position it has been in several years. We look forward to embarking on the next chapter of building sustainable growth and to taking even better care of our customers going forward.

Operator?

Thank you. And with that, ladies and gentlemen, this does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time and have a wonderful day.

Thanks, everyone, for joining us.