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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 

8-K

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

August 16, 2022

Date of Report (date of earliest event reported)

Graphic

Lulu’s Fashion Lounge Holdings, Inc.

(Exact name of Registrant as Specified in its Charter)

Delaware

001-41059

20-8442468

(State or Other Jurisdiction of
Incorporation)

(Commission
File Number)

(IRS Employer
Identification Number)

195 Humboldt Avenue

Chico, California 95928

(Address of Principal Executive Offices) (Zip Code)

(530) 343-3545

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, par value $0.001 per share

LVLU

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   

Item 2.02 Results of Operations and Financial Condition.

On August 16, 2022, Lulu’s Fashion Lounge Holdings, Inc. (“Lulus”) issued a press release containing Lulus’ financial results for its first fiscal quarter ended July 3, 2022 and reaffirming its financial outlook for full year 2022. A copy of Lulus’ press release is attached hereto as Exhibit 99.1.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits

The following exhibits are furnished herewith:

Exhibit Number

    

Description

99.1

104

Cover Page Interactive Data File (formatted as inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    

Lulu’s Fashion Lounge Holdings, Inc.

Date:

August 16, 2022

By:

/s/ David McCreight

David McCreight

Chief Executive Officer

Exhibit 99.1

Lulus Reports Net Revenue Growth of 27% and Continued Profitability for the Second Quarter 2022

Active Customers Increased 53% Compared to the Prior Year Period

CHICO, Calif., August 16, 2022 -- Lulu’s Fashion Lounge Holdings, Inc. (“Lulus” or the “Company”) (Nasdaq: LVLU) today reported financial results for the second quarter ended July 3, 2022.

David McCreight, CEO of Lulus, said:

“In the second quarter of 2022 we delivered 27% revenue growth and established new records in many of our customer engagement metrics, indicating to us that the LVLU brand experience is resonating well and we are continuing to grow share.  Like many in the industry, we experienced headwinds related to shipping costs and heightened levels of returns; however, our agile business model allows us to proactively take actions within our business to offset these impacts as we move into the second half of the year.  We remain confident in our long-term growth, and with our strong balance sheet, we are well positioned to fund our strategic initiatives and navigate the current volatility in the macro environment.”

Second Quarter 2022 Highlights:

Net revenue of $131.5 million, a 27.0% increase compared to the same period last year.  
Active Customers of 3.2 million, a 52.6% increase compared to the same period last year.
Average Order Values (“AOV”) of $137, an increase of 13.2% compared to the same period last year.  
Gross Margin decreased 380 basis points to 45.8% and gross profit increased 17.0%, in each case compared to the same period last year.
Net income of $6.0 million, a $2.3 million decrease compared to the same period last year.
Adjusted EBITDA of $14.8 million, a 16.8% decrease compared to the same period last year.

Three Months Ended

    

July 3, 2022

    

July 4, 2021

    

YoY Change

(In thousands, except percentages)

Net revenue

$

131,512

$

103,574

27.0

%

Gross profit

$

60,167

$

51,420

17.0

%

Gross Margin*

45.8

%

49.6

%

(380)

bps

Net income and comprehensive income

$

5,999

$

8,344

(28.1)

%

Adjusted EBITDA (non-GAAP financial measure)*

$

14,793

$

17,774

(16.8)

%

Active Customers*

3,250

 

2,130

52.6

%

* Note: Refer to “Use of Non-GAAP Financial Measures and Other Operating Metrics” section below for definitions of these metrics.

Reaffirming Financial Outlook for Full Year 2022:

We expect net revenue to be between $440.0 million and $480.0 million, which represents between 17.1% and 27.8% growth over 2021 net revenue.
We expect Adjusted EBITDA to be between $35.0 million and $45.0 million, which represents between 8.0% and 9.4% of net revenue.
As a result of paying down our long-term debt following our initial public offering, we expect reported interest expense to be $0.7 million, down from $12.8 million in 2021.
We expect capital expenditures to be between $4.5 and $6.0 million.

Forecasting future results or trends is inherently difficult for any business, and actual results or trends may differ materially from those forecasted. Lulus’ outlook is based on current indications for its business. The net revenue and Adjusted EBITDA outlooks factor in our current best estimates for anticipated headwinds, including those related to COVID-19, inflation, supply chain pressures, shipping costs and the level of spending and returns by our customers. Given the volatile

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nature of current consumer demand and potential for further impacts to consumer behavior from inflation, fuel charges, and change in sentiment, Lulus’ guidance is subject to change.

LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND

COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)

Three Months Ended

Six Months Ended

    

July 3, 2022

    

July 4, 2021

    

July 3, 2022

    

July 4, 2021

Net revenue

$

131,512

$

103,574

$

243,414

$

172,541

Cost of revenue

 

71,345

 

52,154

 

130,269

 

90,008

Gross profit

 

60,167

 

51,420

 

113,145

 

82,533

Selling and marketing expenses

 

25,851

 

15,064

 

47,737

 

28,499

General and administrative expenses

 

23,392

 

21,151

 

51,226

 

36,240

Income from operations

 

10,924

 

15,205

 

14,182

 

17,794

Other income (expense), net:

 

  

 

  

 

  

 

  

Interest expense

 

(157)

 

(3,617)

 

(365)

 

(7,424)

Other income, net

 

27

 

52

 

81

 

58

Total other expense, net

 

(130)

 

(3,565)

 

(284)

 

(7,366)

Income before provision for income taxes

 

10,794

 

11,640

 

13,898

 

10,428

Income tax provision

 

(4,795)

 

(3,296)

 

(5,856)

 

(3,459)

Net income and comprehensive income

 

5,999

 

8,344

 

8,042

 

6,969

Allocation of undistributed earnings to participating securities

 

(3,412)

 

 

(2,751)

Net income attributable to common stockholders

$

5,999

$

4,932

$

8,042

$

4,218

Net income per share attributable to common stockholders:

 

  

 

  

 

  

 

  

Basic

$

0.16

$

0.28

$

0.21

$

0.24

Diluted

$

0.15

$

0.28

$

0.21

$

0.24

Weighted average shares used to compute net income per share attributable to common stockholders:

 

  

 

  

 

  

 

  

Basic

 

38,535,409

17,462,283

38,316,895

17,462,283

Diluted

 

38,992,901

17,462,283

38,555,919

17,462,283

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LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except share and per share data)

July 3,

January 2,

    

2022

    

2022

 

Assets

 

  

 

  

Current assets:

 

  

 

  

Cash and cash equivalents

$

8,343

$

11,402

Accounts receivable

 

6,506

 

5,649

Inventory, net

 

48,575

 

22,176

Assets for recovery

 

5,391

 

3,754

Income tax refund receivable

 

 

748

Prepaids and other current assets

 

4,200

 

5,364

Total current assets

 

73,015

 

49,093

Restricted cash

 

506

 

506

Property and equipment, net

 

4,027

 

3,231

Goodwill

 

35,430

 

35,430

Tradename

 

18,509

 

18,509

Intangible assets, net

 

2,691

 

2,244

Lease right-of-use assets (1)

31,788

Other noncurrent assets

 

6,083

 

4,763

Total assets

$

172,049

$

113,776

Liabilities and Stockholders' Equity

 

  

 

  

Current liabilities:

 

  

 

  

Accounts payable

$

8,430

$

4,227

Income taxes payable

 

2,097

 

Accrued expenses and other current liabilities

 

29,214

 

21,948

Returns reserve

 

14,237

 

9,731

Stored-value card liability

 

8,102

 

7,240

Lease liabilities, current (1)

 

3,708

Total current liabilities

 

65,788

 

43,146

Revolving line of credit

15,000

25,000

Lease liabilities, noncurrent (1)

28,757

Other noncurrent liabilities

 

79

 

1,108

Total liabilities

 

109,624

 

69,254

Stockholders' equity:

 

 

  

Preferred stock: $0.001 par value, 10,000,000 shares authorized, and no shares issued or outstanding as of July 3, 2022 and January 2, 2022

Common stock: $0.001 par value, 250,000,000 shares authorized, and 38,931,050 and 38,421,124 shares issued and outstanding as of July 3, 2022 and January 2, 2022, respectively

 

39

 

38

Additional paid-in capital

 

231,940

 

222,080

Accumulated deficit

 

(169,554)

 

(177,596)

Total stockholders' equity

 

62,425

 

44,522

Total liabilities and stockholders' equity

$

172,049

$

113,776

(1)We adopted ASC 842 on January 3, 2022, which requires recognition of operating lease liabilities and corresponding lease right-of-use assets on the balance sheet.

3


LULU’S FASHION LOUNGE HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

Six months Ended

    

July 3, 2022

    

July 4, 2021

Cash Flows from Operating Activities

 

  

 

  

Net income

$

8,042

$

6,969

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

Depreciation and amortization

 

1,850

 

1,421

Noncash lease expense

1,545

 

Amortization of debt discount and debt issuance costs

 

79

 

1,355

Interest expense capitalized to principal of long-term debt and revolving line of credit

 

 

1,394

Equity-based compensation expense

 

8,591

 

3,574

Deferred income taxes

 

(1,298)

 

(2,082)

Loss on disposal of property and equipment

 

6

 

Changes in operating assets and liabilities:

 

Accounts receivable

 

(858)

 

(958)

Inventories

 

(26,399)

 

(4,301)

Assets for recovery

 

(1,637)

 

(3,589)

Income taxes (receivable) payable

 

2,845

 

6,046

Prepaid and other current assets

 

396

 

(266)

Accounts payable

 

4,188

 

2,442

Accrued expenses and other current liabilities

 

14,730

 

18,449

Operating lease liabilities

(1,038)

 

Other noncurrent liabilities

 

(454)

 

(619)

Net cash provided by operating activities

 

10,588

 

29,835

Cash Flows from Investing Activities

 

  

 

  

Capitalized software development costs

 

(1,247)

 

(532)

Purchases of property and equipment

 

(1,394)

 

(430)

Other

 

(97)

 

Net cash used in investing activities

 

(2,738)

 

(962)

Cash Flows from Financing Activities

 

  

 

  

Proceeds from borrowings on revolving line of credit

 

10,000

 

Repayments on revolving line of credit

 

(20,000)

 

(8,580)

Repayment of long-term debt

 

 

(5,063)

Payment of debt issuance costs

 

 

(61)

Proceeds from the issuance of redeemable preferred stock, net of issuance costs

 

 

1,427

Principal payments on finance lease obligations

(344)

 

Payment of offering costs related to Initial Public Offering

(542)

 

Other

 

(23)

 

(15)

Net cash used in financing activities

 

(10,909)

 

(12,292)

Net increase in cash, cash equivalents and restricted cash

 

(3,059)

 

16,581

Cash, cash equivalents and restricted cash at beginning of period

 

11,908

 

16,059

Cash, cash equivalents and restricted cash at end of period

$

8,849

$

32,640

Reconciliation of cash, cash equivalents and restricted cash

Cash and cash equivalents

8,343

 

32,135

Restricted cash

506

 

505

Total cash, cash equivalents and restricted cash, end of period

$

8,849

$

32,640

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Webcast & Conference Call Information

The Company will host a conference call and live webcast with the investment community at 5:00 p.m. Eastern Time today, Tuesday, August 16, 2022, to discuss its second quarter 2022 results. The live webcast will be accessible through the Investor Relations section of the Company’s website at https://investors.lulus.com/. To access the call through a conference line, dial 1-877-407-0792 (in the U.S.) or 1-201-689-8263 (international callers). A replay of the conference call will be posted shortly after the call and will be available for seven days following the call. To access the replay, dial 1-844-512-2921 (in the U.S.) or 1-412-317-6671 (international callers). The access code for the replay is 13731207.

About Lulus

Lulus is a customer driven, digitally native fashion brand for women. Based in California and serving millions of customers worldwide, Lulus develops styles with the customer in mind, using direct consumer feedback and insights to refine its products. With fresh inventory hitting the site almost daily, Lulus features on-trend, high-quality, must-have pieces, at affordable prices. As a brand built on customer feedback, Lulus puts an extreme focus on providing exceptional customer service and a personalized shopping experience. The brand’s world class personal stylists, bridal concierge, and customer care team take pride in offering a personalized shopping experience to every customer. Lulus was founded in 1996. Lulus is a registered trademark of Lulu’s Fashion Lounge, LLC. All rights reserved.

Forward-Looking Statements

This press release contains “forward-looking statements” within the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this press release are forward-looking statements, including but not limited to statements regarding our expectations around the continued impact of the COVID-19 pandemic on our business, our operations, our growth, our investments, and our financial outlook for the fiscal year ending January 1, 2023. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause Lulus’ actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to the following: risks related to the continued impact of the COVID-19 pandemic on our business, operations and financial results; our ability to successfully maintain our desired merchandise assortment or manage our inventory effectively; demand for our products, including our ability to anticipate, identify, measure, and respond quickly to fashion trends, customer preferences and demands; general economic conditions; our fluctuating operating results; seasonality in our business; our ability to acquire products on reasonable terms; our e-commerce business model; our ability to attract and retain customers in a cost effective manner; the strength of our brand; competition; fraud; system interruptions; system security risks including security breaches; and our ability to fulfill orders. These and other important factors discussed under the caption “Risk Factors” in Lulus’ Annual Report on Form 10-K for the fiscal year ended January 2, 2022, and its other filings with the Securities and Exchange Commission could cause actual results to differ materially from those indicated by the forward-looking statements made in this press release. Any such forward-looking statements represent management’s estimates as of the date of this press release. While Lulus may elect to update such forward-looking statements at some point in the future, it disclaims any obligation to do so, even if subsequent events cause its views to change.

Use of Non-GAAP Financial Measures and Other Operating Metrics

To supplement our condensed consolidated financial statements, which are prepared and presented in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”), we reference in this press release and the accompanying tables the following non-GAAP financial measures: Adjusted EBITDA, Adjusted EBITDA Margin, and Net Debt. The presentation of this non-GAAP financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies. We use these non-GAAP financial measures to evaluate our operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. Our management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain expenses that may not be indicative of our ongoing core operating performance. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance and when analyzing historical performance

5


and liquidity and when planning, forecasting, and analyzing future periods. For a reconciliation of these non-GAAP financial measures to GAAP measures, please see the tables captioned “Reconciliation of Non-GAAP Financial Measures” included at the end of this release. Definitions of our non-GAAP financial measures and other operating metrics are presented below. A reconciliation of Adjusted EBITDA guidance to net income in a forward-looking basis cannot be provided without unreasonable efforts, as we are unable to provide reconciling information with respect to equity-based compensation expense and income tax, all of which are adjustments to Adjusted EBITDA. We also use certain key operating metrics, including Gross Margin, Active Customers, Average Order Value, and Total Orders Placed.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that we calculate as net income before interest expense, income taxes, depreciation and amortization, adjusted to exclude the effects of equity-based compensation expense and management fees. Adjusted EBITDA is a key measure used by management 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.

Adjusted EBITDA Margin

Adjusted EBITDA Margin is a non-GAAP financial measure that we calculate as Adjusted EBITDA (as defined above) as a percentage of our net revenue.

Active Customers

We define Active Customers as the number of customers who have made at least one purchase across our platform in the prior 12-month period. We consider the number of Active Customers to be a key performance metric on the basis that it is directly related to consumer awareness of our brand, our ability to attract visitors to our digital platform, and our ability to convert visitors to paying customers. Active Customers counts are based on de-duplication logic using customer account and guest checkout name, address, and email information.

Average Order Value

We define Average Order Value (“AOV”) as the sum of the total gross sales before returns across our platform in a given period, plus shipping revenue, less discounts and markdowns, divided by the Total Orders Placed (as defined below) in that period. AOV reflects average basket size of our customers. AOV may fluctuate as we continue investing in the development and introduction of new Lulus merchandise and as a result of our promotional discount activity.

Gross Margin

We define Gross Margin as gross profit as a percentage of our net revenue. Gross profit is equal to our net revenue less cost of revenue. Certain of our competitors and other retailers report cost of revenue differently than we do. As a result, the reporting of our gross profit and Gross Margin may not be comparable to other companies.

Net Debt

Net Debt is a non-GAAP financial measure that we calculate as total debt, which includes the current and non-current portions of long-term debt and revolving line of credit, less cash and cash equivalents.  We consider Net Debt to be an important supplemental measure of our financial position, which is used by management to analyze our leverage, and which we believe is helpful to investors in order to monitor leverage and evaluate the balance sheet. A limitation associated with using Net Debt is that it subtracts cash and cash equivalents and therefore may imply that there is less Company debt than the most comparable GAAP measure indicates. Our non-GAAP financial measures, including Net Debt, should not be considered in isolation from, or as substitutes for, financial information prepared in accordance with GAAP.

6


Total Orders Placed

We define Total Orders Placed as the number of customer orders placed across our platform during a particular period. An order is counted on the day the customer places the order. We do not adjust the number of Total Orders Placed for any cancellation or return that may have occurred subsequent to a customer placing an order. We consider Total Orders Placed as a key performance metric on the basis that it is directly related to our ability to attract and retain customers as well as drive purchase frequency. Total Orders Placed, together with AOV, is an indicator of the net revenue we expect to generate in a particular period.

LULU’S FASHION LOUNGE HOLDINGS, INC.

KEY OPERATING AND FINANCIAL METRICS

(Unaudited)

Three Months Ended

Six Months Ended

 

    

July 3, 2022

    

July 4, 2021

    

July 3, 2022

    

July 4, 2021

 

(in thousands, except Average Order Value and percentages)

 

Gross Margin

 

45.8

%  

49.6

%  

46.5

%  

47.8

%

Adjusted EBITDA

$

14,793

$

17,774

$

24,704

$

23,164

Adjusted EBITDA Margin

 

11.2

%  

 

17.2

%  

 

10.1

%  

 

13.4

%

Average Order Value

$

137

$

121

$

135

$

117

Active Customers

 

3,250

 

2,130

 

3,250

 

2,130

Note: Refer to “Use of Non-GAAP Financial Measures and Other Operating Metrics” section above for definitions of these metrics.

LULU’S FASHION LOUNGE HOLDINGS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Unaudited)

A reconciliation to non-GAAP Net Debt from Total Debt as of July 3, 2022 and January 2, 2022, respectively, is as follows:

As of

    

July 3, 2022

    

January 2, 2022

(in thousands)

Revolving line of credit, long term

 

$

(15,000)

 

$

(25,000)

Total debt

(15,000)

(25,000)

Cash and cash equivalents

8,343

11,402

Net Debt

$

(6,657)

$

(13,598)

7


A reconciliation to non-GAAP Adjusted EBITDA from net income for the three and six months ended July 3, 2022 and July 4, 2021 is as follows:

Three Months Ended

Six Months Ended

 

    

July 3, 2022

    

July 4, 2021

    

July 3, 2022

    

July 4, 2021

 

(in thousands, except percentages)

 

Net income

 

$

5,999

 

$

8,344

 

$

8,042

 

$

6,969

Excluding:

 

 

 

 

Depreciation and amortization

 

1,009

 

696

 

1,850

 

1,421

Interest expense

 

157

 

3,617

 

365

 

7,424

Income tax provision

 

4,795

 

3,296

 

5,856

 

3,459

Management fees (1)

 

 

160

 

 

317

Equity-based compensation expense (2)

 

2,833

 

1,661

 

8,591

 

3,574

Adjusted EBITDA

$

14,793

$

17,774

$

24,704

$

23,164

Adjusted EBITDA Margin

11.2

%

17.2

%

10.1

%

13.4

%

(1)

Represents management fees and expenses paid pursuant to the professional services agreement with H.I.G. Capital, LLC and Institutional Venture Partners for consulting and other services. All outstanding management fees were settled and the management agreement was terminated at the time of the Company’s initial public offering in 2021.

(2)  The three and six months ended July 3, 2022 include equity-based compensation expense for restricted stock unit awards granted during the three and six month periods, as well as equity-based awards granted in prior periods.  The three and six months ended July 4, 2021 represents equity-based compensation expense for equity-based awards granted in current and prior years, as well as the excess of fair value over the consideration paid for Series B-1 Preferred Stock that was issued to certain employees in March 2021.

Contact

Crystal Landsem

Co-President and Chief Financial Officer

investors@lulus.com

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