Rent the Runway (RENT) 2025财年第二季度业绩电话会：订阅用户增长13.4%，计划进行债务重组

核心要点

• 2025财年第二季度营收同比增长2.5%至8090万美元，环比2025财年第一季度增长16.2%。
• 期末活跃订阅用户数达146,373人，同比增长13.4%，但略低于2025财年第一季度末记录的147,157人。
• 调整后EBITDA从上年同期的1370万美元（占营收的17.4%）降至360万美元（占营收的4.4%），主要原因是收入分成费用增加。
• 自由现金流为负2650万美元，而2024财年第二季度为负450万美元，反映出调整后EBITDA下降以及租赁产品采购增加。
• Rent the Runway宣布了一项资本重组计划，旨在将总债务从超过3.4亿美元降至约1.2亿美元，注入新资金并将债务到期日延长至2029年。
• 对于2025财年第三季度，管理层预计营收为8200万至8400万美元，调整后EBITDA利润率介于负2%至正2%之间。

关键财务数据

业务与运营表现

本季度Rent the Runway的订阅用户增长势头强劲。期末活跃订阅用户同比增速从2025财年第一季度的0.9%加速至第二季度的13.4%。管理层还表示留存率仍高于上年同期水平，但受季节性获客与留存趋势影响，期末订阅用户数较第一季度略有下降。

公司的库存投资开始更大规模地触达客户。截至8月，Rent the Runway上架的库存件数几乎是去年同期的两倍。新款式上架量在5月同比增长323%，6月增长235%，7月增长253%。今年迄今，平台新增了2,200款新样式和56个新品牌。

关键指标显示，新库存的互动度有所改善。浏览量份额同比增长84%，单款收藏数增长15%，在户新件数增长57%。平均订阅净推荐值创三年来新高，同比增长77%。

来自现有合作伙伴的收入分成件数同比增长40%，而总收入分成件数增长119%。公司计划在2025财年全年增加80多个新品牌，上半年已上线56个。

自然获客情况也得到提升。社交媒体互动量同比增长796%，浏览量增长175%。Rent the Runway举办了12场线下活动，吸引了1,200多名订阅用户参加，需求量达到容纳能力的3倍。

8月1日，公司三年来首次上调订阅价格。每件商品的平均成本增加了2美元，而热门的“每月2次置换”（2 Swaps）方案价格上涨14%，从每月144美元升至164美元。管理层表示，初步的客户反应符合预期。

资本重组计划

8月21日宣布的资本重组涉及Aranda Principal Strategies、STORY3 Capital Partners和Nexus Capital Management。根据该计划，现有债务的大部分将转换为普通股，同时参与投资人将注入新资本。

管理层预计总债务将从超过3.4亿美元降至约1.2亿美元，利息费用将有所减少，债务到期日将延长至2029年。公司预计在满足所有交割条件的前提下，交易将于2025年12月31日前完成。Rent the Runway将继续在Nasdaq公开上市，股票代码为RENT。

管理层业绩指引

管理层下调了2025财年自由现金流预期，主要是由于与资本重组交易相关的费用。公司表示，计划谨慎管理投资，同时继续寻求订阅用户和营收增长。

风险与关注领域

• 资本重组仍附带条件，预计仅在满足所有必要的交割条件时方可完成。
• 收入分成费用和履约成本增加对毛利率和调整后EBITDA构成压力。
• 承运商费率上涨以及仓库处理成本上升，将履约费用推高至营收的27.8%。
• 受资本重组成本拖累，2025财年自由现金流预计将低于负4000万美元，同时库存投资也在持续消耗现金。
• 获客部分受益于促销活动的增加，而每位订阅用户的平均收入同比有所下降。
• 管理层指出，通胀压力和时尚行业关税是8月提高订阅价格的原因。

业绩电话会议完整文字记录

完整财报电话会议逐字稿

管理层陈述

Operator

Greetings, and welcome to Rent the Runway's Quarter 2 2025 Earnings Conference Call. [Operator Instructions]

Please note this conference is being recorded. I would now like to turn the conference over to Cara Schembri. Thank you. You may begin.

Cara Schembri

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 Presentations 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 as a 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.

Jennifer Hyman

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 3 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 21 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 2 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, STORY3 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 sheet, 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 31 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 2 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 customer. 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 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, heart 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 3 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 customer, 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 the first half, and we're seeing growing interest in deeper marketing collaborations. Year-to-date, we've launched 7 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 e-mails with Rent the Runway, where we drive our subscribers to purchase from the brands via the links included in RTR e-mails. 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. 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 [ in ] heart coming soon styles and a feature that highlights real members with curates 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 3 years, we made a change to the prices of our subscription plans on August 1, 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 2 Swaps 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.

Siddharth Thacker

Thanks, Jen, and thank you, everyone, for joining us. I want to begin by highlighting 3 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 assortments.

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 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 21 announcement.

Finally, 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 Q2 '24, higher promotional activity and improved subscriber retention in Q2 '25 versus Q2 '24. Ending Active Subscribers decreased slightly from 147,157 subscribers at the end of Q1 '25 due primarily to seasonally lower subscriber acquisition and retention in Q2 '25 versus Q1 '25.

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-over-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 '25 versus $20.6 million in Q2 '24 and $20.4 million in Q1 '25. Fulfillment costs as a percentage of revenue were 27.8% of revenue in Q2 '25 compared to 26.1% of revenue in Q2 '24. 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 gross margins reflect higher revenue share costs as a percentage of revenue due to greater Share by RTR 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 Q1 '25. Sequentially, lower fulfillment costs as a percentage of revenue reflects higher sales of inventory compared to Q1 '25.

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 Q2 '25 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, we expect revenue to be between $82 million and $84 million. We expect adjusted EBITDA margin 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?

Operator

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.

Siddharth Thacker

Thanks, everyone, for joining us.