Rent the Runway (RENT) 2025財年第二季法說會：訂戶數成長 13.4%，計劃進行債務重組

核心要點

• 2025 財年第二季營收年增 2.5% 至 8,090 萬美元，且較 2025 財年第一季成長 16.2%。
• 期末活躍訂閱者人數達 146,373 人，年增 13.4%，但略低於 2025 財年第一季末紀錄的 147,157 人。
• 調整後 EBITDA 從去年同期的 1,370 萬美元（佔營收 17.4%）降至 360 萬美元（佔營收 4.4%），主因是營收分潤費用增加。
• 自由現金流為負 2,650 萬美元，而 2024 財年第二季為負 450 萬美元，反映出調整後 EBITDA 下降及租賃產品採購增加。
• Rent the Runway 宣布一項資本重組計畫，旨在將總債務從 3.4 億美元以上降至約 1.2 億美元、挹注新資本並將債務到期日延長至 2029 年。
• 展望 2025 財年第三季，管理層預期營收介於 8,200 萬至 8,400 萬美元之間，調整後 EBITDA 利潤率介於負 2% 至正 2% 之間。

關鍵財務數據

業務與營運表現

Rent the Runway 本季訂閱者成長動能增強。期末活躍訂閱者年增率從 2025 財年第一季的 0.9% 加速至第二季的 13.4%。管理層亦表示留存率維持在去年同期水準之上，儘管受到季節性獲客與留存趨勢影響，期末訂閱者人數較第一季略有下降。

公司的庫存投資開始以更大規模普及至客戶。截至 8 月，Rent the Runway 上架的庫存件數幾乎是去年同期的兩倍。5 月新款式上架數年增 323%，6 月年增 235%，7 月年增 253%。今年迄今，該平台新增了 2,200 款新款式及 56 個新品牌。

新庫存的互動度在各項關鍵指標上均有所提升。瀏覽量佔比年增 84%，每款式按讚數（hearts）成長 15%，用戶在家的全新租賃件數增加 57%。平均訂閱淨推薦值達到三年來最高水準，較去年同期成長 77%。

來自既有合作夥伴的營收分潤商品件數年增 40%，而總營收分潤商品件數則大增 119%。公司計畫在 2025 全財年引進 80 多個新品牌，且已在上半年推出 56 個。

自然客源獲取亦有所改善。社群媒體互動率年增 796%，瀏覽量成長 175%。Rent the Runway 舉辦了 12 場實體活動，吸引超過 1,200 名訂閱者參與，需求量達到活動總容量的三倍。

8 月 1 日，公司三年來首次調漲訂閱價格。每件商品平均費用增加 2 美元，而熱門的 2 Swaps 方案價格上漲 14%，從每月 144 美元升至 164 美元。管理層表示，初期對客戶的影響符合預期。

資本重組計畫

8 月 21 日宣布的資本重組涉及 Aranda Principal Strategies、STORY3 Capital Partners 及 Nexus Capital Management。根據該計畫，絕大部分的既有債務將轉換為普通股，而參與的投資者將挹注新資本。

管理層預期總債務將從 3.4 億美元以上降至約 1.2 億美元，利息費用將會減少，且債務到期日將延長至 2029 年。公司預計該交易將在滿足所有交割條件的前提下，於 2025 年 12 月 31 日前完成交割。Rent the Runway 將繼續在 Nasdaq 公開上市，股票代號為 RENT。

管理層財務預測

管理層下修了 2025 財年自由現金流展望，主因是與資本重組交易相關的費用。公司表示計畫謹慎管理投資，同時繼續追求訂閱者及營收成長。

風險與關注焦點

• 資本重組仍附帶條件，預計僅在滿足所有要求的交割條件時才會交割。
• 毛利率與調整後 EBITDA 受到營收分潤費用及履約成本上升的壓力。
• 物流承運商費率上漲及倉庫處理成本增加，將履約費用推升至營收的 27.8%。
• 受資本重組成本主導，2025 財年自由現金流預計將低於負 4,000 萬美元，同時庫存投資亦持續消耗現金。
• 訂閱者獲取部分得益於更多的促銷活動，而每位訂閱者平均營收則按年下降。
• 管理層提及通膨壓力及時尚產業關稅是 8 月調漲訂閱價格的原因。

完整法說會逐字稿

完整財報電話會議逐字稿

管理層陳述

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.