UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________________ to ___________________

Commission File Number: 001-41059

Lulu’s Fashion Lounge Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)


Delaware	20-8442468
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
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, former address and former fiscal year, if changed since last report)

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, $0.001 par value per share	LVLU	Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 8, 2024, there were 42,030,938 shares of the registrant’s common stock, par value $0.001, outstanding.

		Page
PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of September 29, 2024 and December 31, 2023	5
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the thirteen and thirty-nine weeks ended September 29, 2024 and October 1, 2023	6
	Condensed Consolidated Statements of Stockholders’ Equity for the thirty-nine weeks ended September 29, 2024 and October 1, 2023	7
	Condensed Consolidated Statements of Cash Flows for the thirty-nine weeks ended September 29, 2024 and October 1, 2023	8
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 4.	Controls and Procedures	40

PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	41
Item 1A.	Risk Factors	41
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42
Item 3.	Defaults Upon Senior Securities	42
Item 4.	Mine Safety Disclosures	42
Item 5.	Other Information	42
Item 6.	Exhibits	44
Signatures		45


	September 29,		December 31,
	2024		2023
Assets
Current assets:
Cash and cash equivalents	$	6,308	$	2,506
Accounts receivable		4,467		3,542
Inventory, net		38,477		35,472
Assets for recovery		4,852		3,111
Income tax refund receivable		2,562		2,510
Prepaids and other current assets		8,655		5,379
Total current assets		65,321		52,520
Property and equipment, net		4,376		4,712
Goodwill		35,430		35,430
Tradename		18,509		18,509
Intangible assets, net		2,850		3,263
Lease right-of-use assets		25,508		29,516
Other noncurrent assets		1,539		5,495
Total assets	$	153,533	$	149,445

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	11,371	$	8,900
Accrued expenses and other current liabilities		26,621		18,343
Returns reserve		15,308		7,854
Stored-value card liability		16,042		13,142
Revolving line of credit		11,500		8,000
Lease liabilities, current		5,793		5,648
Total current liabilities		86,635		61,887
Lease liabilities, noncurrent		21,020		25,427
Other noncurrent liabilities		2,109		1,179
Total liabilities		109,764		88,493
Commitments and Contingencies (Note 7)

Stockholders' equity:
Preferred stock: $0.001 par value, 10,000,000 shares authorized, and no shares issued or outstanding		—		—
Common stock: $0.001 par value, 250,000,000 shares authorized; and 41,912,709 and 40,618,206 shares issued and outstanding as of September 29, 2024 and December 31, 2023, respectively		42		41
Additional paid-in capital		260,619		254,116
Accumulated deficit		(216,616)		(193,205)
Treasury stock, at cost, 178,143 shares and zero shares as of September 29, 2024 and December 31, 2023, respectively		(276)		—
Total stockholders' equity		43,769		60,952
Total liabilities and stockholders' equity	$	153,533	$	149,445


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	September 29,		October 1,		September 29,		October 1,
	2024		2023			2024		2023
Net revenue	$	80,515	$	83,118	$	249,740	$	280,216
Cost of revenue		49,866		49,593		144,562		161,334
Gross profit		30,649		33,525		105,178		118,882
Selling and marketing expenses		17,624		16,825		60,231		60,984
General and administrative expenses		19,869		21,575		62,416		70,319
Loss from operations		(6,844)		(4,875)		(17,469)		(12,421)
Interest expense		(305)		(442)		(958)		(1,391)
Other income, net		281		270		779		716
Loss before benefit (provision) for income taxes		(6,868)		(5,047)		(17,648)		(13,096)
Income tax benefit (provision)		(11)		1,158		(5,763)		992
Net loss and comprehensive loss		(6,879)		(3,889)		(23,411)		(12,104)

Basic loss per share	$	(0.16)	$	(0.10)	$	(0.57)	$	(0.31)
Diluted loss per share	$	(0.16)	$	(0.10)	$	(0.57)	$	(0.31)
Basic weighted-average shares outstanding		41,702,122		40,103,152		41,358,919		39,672,938
Diluted weighted-average shares outstanding		41,702,122		40,103,152		41,358,919		39,672,938


	For the Thirty-Nine Weeks Ended September 29, 2024
				Additional							Total
	Common Stock			Paid-In		Accumulated		Treasury Stock			Stockholders'
	Shares	Amount		Capital		Deficit		Shares	Amount		Equity
Balance as of December 31, 2023	40,618,206	$	41	$	254,116	$	(193,205)	—	$	—	$	60,952
Issuance of common stock for vesting of restricted stock units (RSUs), net of forfeiture	983,460		—		—		—	—		—		—
Issuance of common stock for employee stock purchase plan (ESPP)	52,043		—		167		—	—		—		167
Shares withheld for withholding tax on RSUs	(396,708)		—		(660)		—	—		—		(660)
Forfeited shares of restricted stock	(1,035)		—		—		—	—		—		—
Equity-based compensation	—		—		3,023		—	—		—		3,023
Net loss and comprehensive loss	—		—		—		(5,736)	—		—		(5,736)
Balance as of March 31, 2024	41,255,966	$	41	$	256,646	$	(198,941)	—	$	—	$	57,746
Issuance of common stock for vesting of RSUs	575,697		1		—		—	—		—		1
Issuance of common stock under 2023 Bonus Plan	95,588		—		10		—	—		—		10
Shares withheld for withholding tax on RSUs	(151,001)		—		(280)		—	—		—		(280)
Shares withheld for withholding tax on 2023 Bonus Plan	(36,375)		—		(54)		—	—		—		(54)
Equity-based compensation	—		—		2,171		—	—		—		2,171
Repurchase of common stock	—		—		—		—	(47,850)		(87)		(87)
Net loss and comprehensive loss	—		—		—		(10,796)	—		—		(10,796)
Balance as of June 30, 2024	41,739,875	$	42	$	258,493	$	(209,737)	(47,850)	$	(87)	$	48,711
Issuance of common stock for vesting of RSUs	122,792		—		—		—	—		—		—
Issuance of common stock for employee stock purchase plan (ESPP)	57,693		—		72		—	—		—		72
Shares withheld for withholding tax on RSUs	(7,651)		—		(11)		—	—		—		(11)
Equity-based compensation	—		—		2,065		—	—		—		2,065
Repurchase of common stock	—		—		—		—	(130,293)		(189)		(189)
Net loss and comprehensive loss	—		—		—		(6,879)	—		—		(6,879)
Balance as of September 29, 2024	41,912,709	$	42	$	260,619	$	(216,616)	(178,143)	$	(276)	$	43,769


	For the Thirty-Nine Weeks Ended October 1, 2023
				Additional							Total
	Common Stock			Paid-In		Accumulated		Treasury Stock			Stockholders'
	Shares	Amount		Capital		Deficit		Shares	Amount		Equity
Balance as of January 1, 2023	39,259,328	$	39	$	238,725	$	(173,871)	—	$	—	$	64,893
Issuance of common stock for vesting of RSUs	491,769		1		—		—	—		—		1
Issuance of common stock for special compensation award	208,914		—		—		—	—		—		—
Issuance of common stock for ESPP	47,502		—		269		—	—		—		269
Shares withheld for withholding tax on RSUs	(277,606)		—		(662)		—	—		—		(662)
Forfeited shares of restricted stock	(2,720)		—		—		—	—		—		—
Equity-based compensation	—		—		4,892		—	—		—		4,892
Net loss and comprehensive loss	—		—		—		(5,618)	—		—		(5,618)
Balance as of April 2, 2023	39,727,187	$	40	$	243,224	$	(179,489)	—	$	—	$	63,775
Issuance of common stock for vesting of RSUs	634,567		—		—		—	—		—		—
Shares withheld for withholding tax on RSUs	(220,843)		—		(558)		—	—		—		(558)
Equity-based compensation	—		—		4,054		—	—		—		4,054
Net loss and comprehensive loss	—		—		—		(2,597)	—		—		(2,597)
Balance as of July 2, 2023	40,140,911	$	40	$	246,720	$	(182,086)	—	$	—	$	64,674
Issuance of common stock for vesting of RSUs	505,172		—		—		—	—		—		—
Issuance of common stock for employee stock purchase plan (ESPP)	52,775		—		218		—	—		—		218
Shares withheld for withholding tax on RSUs	(232,465)		—		(467)		—	—		—		(467)
Forfeited shares of restricted stock	(1,910)		—		—		—	—		—		—
Equity-based compensation	—		—		4,200		—	—		—		4,200
Net (loss) and comprehensive (loss)	—		—		—		(3,889)	—		—		(3,889)
Balance as of October 1, 2023	40,464,483	—	40	—	250,671	—	(185,975)	—	—	—	—	64,736


	Deferred		Stored-Value
	Revenue		Cards
Balance as of December 31, 2023	$	50	$	13,142
Revenue recognized that was included in contract liability balance at the beginning of the period		(50)		(1,549)
Increase due to cash received, excluding amounts recognized as revenue during the period		230		1,616
Balance as of March 31, 2024		230		13,209
Revenue recognized that was included in contract liability balance at the beginning of the period		(230)		(1,042)
Increase due to cash received, excluding amounts recognized as revenue during the period		89		2,976
Balance as of June 30, 2024		89		15,143
Revenue recognized that was included in contract liability balance at the beginning of the period		(89)		(619)
Increase due to cash received, excluding amounts recognized as revenue during the period		110		1,518
Balance as of September 29, 2024		110		16,042


	Thirteen Weeks Ended		Thirty-Nine Weeks Ended
	September 29, 2024	October 1, 2023	September 29, 2024	October 1, 2023
Stock options	161,396	161,397	161,396	161,397
Unvested restricted stock	4,537	36,167	4,537	36,167
Unvested RSUs	4,035,376	3,772,622	4,035,376	3,772,622
PSUs	2,161,571	1,811,571	2,161,571	1,811,571
ESPP shares	109,403	117,511	109,403	117,511
2023 Bonus Plan	—	202,307	—	202,307
Total	6,472,283	6,101,575	6,472,283	6,101,575


							Maximum Dollar Value
	Total Number	Weighted		Aggregate			of Shares that May Yet
	of Shares	Average Price		Purchase			Be Purchased Under
Period	Purchased ⁽¹⁾	Paid Per Share		Price ⁽²⁾			the Plan
Thirteen weeks ended June 30, 2024	47,850	$	1.82	$	87,243	$	2,412,757
Thirteen weeks ended September 29, 2024	130,293	$	1.45	$	188,452	$	2,224,305
Total	178,143				275,695


	Estimated Useful Lives	September 29,		December 31,
	in Years	2024		2023
Leasehold improvements	3 – 9	$	5,014	$	4,314
Equipment	3 – 7		3,802		3,053
Furniture and fixtures	3 – 7		2,092		2,151
Construction in progress			—		688
Total property and equipment			10,908		10,206
Less: accumulated depreciation and amortization			(6,532)		(5,494)
Property and equipment, net		$	4,376	$	4,712


Fiscal Year:		Operating Leases	Finance Leases		Total
2024 (remaining three months)	$	1,429	$	336	$	1,765
2025		6,263		1,516		7,779
2026		4,971		263		5,234
2027		5,138		84		5,222
2028		5,252		13		5,265
Thereafter		6,380		2		6,382
Total undiscounted lease payment		29,433		2,214		31,647
Present value adjustment		(4,752)		(82)		(4,834)
Total lease liabilities		24,681		2,132		26,813
Less: lease liabilities, current		(4,338)		(1,455)		(5,793)
Lease liabilities, noncurrent	$	20,343	$	677	$	21,020


	Thirty-Nine Weeks Ended
	September 29,		October 1,
	2024		2023
Supplemental Disclosure
Cash paid during the period for:
Income taxes, net	$	390	$	82
Interest	$	770	$	1,325
Operating leases	$	4,199	$	3,885
Finance leases	$	1,450	$	807

Supplemental Disclosure of Non-Cash Investing and Financing Activities
Right-of-use assets acquired under operating lease obligations	$	—	$	1,053
Assets acquired under finance lease obligations	$	42	$	983
Purchases of property and equipment included in accounts payable and accrued expenses	$	8	$	98
				(Concluded)


Expected term (in years)		0.50 to 1.00
Expected volatility		83.90 to 86.05	%
Risk-free interest rate		4.38 to 4.91	%
Dividend yield		-
Weighted average fair value per share of ESPP awards granted	$	0.31 to 0.56


		Weighted-		Weighted-
		Average		Average
		Exercise		Remaining	Aggregate
	Options	Price per		Contractual	Intrinsic
	Outstanding	Option		Life (years)	Value
Balance as of December 31, 2023	161,397	$	11.35	7.29
Granted	—		—	—
Forfeited	—		—	—
Outstanding as of September 29, 2024	161,397	$	11.35	6.54
Exercisable as of September 29, 2024	161,397	$	11.35	6.54	$	—
Vested and expected to vest as of September 29, 2024	161,397	$	11.35	6.54	$	—


	Unvested	Weighted-
	Restricted	Average Fair
	Stock	Value per Share
Balance at December 31, 2023	23,379	$	4.54
Restricted stock granted	—		—
Restricted stock vested	(17,397)		4.54
Restricted stock forfeited	(1,445)		4.54
Balance at September 29, 2024	4,537	$	4.17


				Total Number of			Maximum Dollar Value
	Total Number	Weighted		Shares Purchased			of Shares that May Yet
	of Shares	Average Price		as Part of the			Be Purchased Under
Period	Purchased ⁽¹⁾	Paid Per Share		Publicly Announced Plan			the Plan
July 1, 2024 through July 31, 2024	(21,889)	$	1.77		(21,889)	$	2,374,008
August 1, 2024 through August 31, 2024	(59,479)	$	1.32		(59,479)	$	2,295,772
September 1, 2024 through September 29, 2024	(48,925)	$	1.46		(48,925)	$	2,224,305

		Incorporated by Reference				Filed/
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	Furnished Herewith
10.1	First Amendment to Credit Agreement, dated as of July 22, 2024, among Lulu’s Fashion Lounge, LLC, Lulu’s Fashion Lounge Parent, LLC, certain subsidiaries and Bank of America, N.A.	8-K	001-41059	10.1	07/25/2024
10.2	Second Amendment to Credit Agreement, dated as of November 12, 2024, among Lulu’s Fashion Lounge, LLC, Lulu’s Fashion Lounge Parent, LLC, certain subsidiaries and Bank of America, N.A.					*
10.3	Third Amendment to Lulu’s Fashion Lounge Holdings, Inc. Non-Employee Director Compensation Program					*
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).					*
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).					*
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.					**
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.					**
101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document					*
101.SCH	Inline XBRL Taxonomy Extension Schema Document					*
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document					*
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document					*
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document					*
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document					*
104	Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101)					*


	LULU’S FASHION LOUNGE HOLDINGS, INC.

Date: November 13, 2024	By:	/s/ Crystal Landsem
		Crystal Landsem
		Chief Executive Officer
		(Principal Executive Officer)


Date: November 13, 2024	By:	/s/ Tiffany R. Smith
		Tiffany R. Smith
		Chief Financial Officer
		(Principal Financial and Accounting Officer)