0001792781FALSE00017927812024-12-032024-12-03

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

Date of Report (Date of Earliest Event Reported): December 3, 2024

TORRID HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware001-4057184-3517567
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)
18501 East San Jose Avenue
City of Industry, California 91748
(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (626) 667-1002

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 (see General Instruction A.2. below):
☐    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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01CURVNew York Stock Exchange
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 December 3, 2024, Torrid Holdings Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the third quarter of fiscal year 2024. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information provided pursuant to this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.Exhibit Description
99.1
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)













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.

 
TORRID HOLDINGS INC.
By:/s/ PAULA DEMPSEY
Name:Paula Dempsey
Title:Chief Financial Officer
Date: December 3, 2024
 


Exhibit 99.1
Torrid Reports Third Quarter Fiscal 2024 Results

•Delivered Net Sales of $263.8 million
•Generated gross margin expansion of 285 basis points to 36.1%
•Net Loss of $1.2 million compared to Net Loss of $2.7 million last year
•Updated 2024 Net Sales and Adjusted EBITDA(1) Outlook

CITY OF INDUSTRY, Calif. – December 3, 2024 – Torrid Holdings Inc. (“Torrid” or the “Company”) (NYSE: CURV), a direct-to-consumer apparel, intimates, and accessories brand in North America for women sizes 10 to 30, today announced its financial results for the quarter ended November 2, 2024.

Lisa Harper, Chief Executive Officer of Torrid, stated, “Our third quarter results were below our expectations as our fall assortments did not offer enough newness and novelty. We also saw the environment change meaningfully from the end of September and into October. Despite the weaker top line sales, we delivered a positive full-price comp, 285 basis points of gross profit expansion, and modest Adjusted EBITDA(1) growth. We ended the quarter with clean inventory levels, down 19% to last year, and $44 million in cash.”
Ms. Harper continued, “While we are encouraged by our customers’ response to the newness in our assortments, given the volatility we have seen in our business, and recognizing that there is still considerable amount of the quarter ahead of us, we are taking a prudent approach to our fourth quarter outlook. As we move into fiscal 2025, we are confident that we have put in place the necessary changes and strategies to position us for growth.”
Financial Highlights for the Third Quarter of Fiscal 2024
•Net sales decreased 4.2% to $263.8 million compared to $275.4 million for the third quarter of last year. Comparable sales(2) decreased 6.5% in the third quarter of this year compared to the third quarter of last year.
•Gross profit margin was 36.1% compared to 33.2% in the third quarter of last year. The 285-bps improvement was primarily driven by reduced product costs and an increase in sales of regular-priced products.
•Net loss of $1.2 million, or ($0.01) per share, compared to net loss of $2.7 million, or ($0.03) per share in the third quarter of last year.
•Adjusted EBITDA(1) was $19.6 million, or 7.4% of net sales, compared to $19.4 million, or 7.0% of net sales, in the third quarter of last year.
•In the third quarter, we opened two Torrid stores and closed four Torrid stores. The total store count at quarter end was 655 stores.





Third Quarter of Fiscal 2024 Financial and Operating Metrics
November 2, 2024October 28, 2023
Number of stores (as of end of period)
    655    
    643    

Three Months Ended
(in thousands, except percentages)
November 2, 2024October 28, 2023
Comparable sales(A)
    (7)    %
    (8)    %
Net loss
$    (1,194)    
$    (2,748)    
Adjusted EBITDA(B)
$    19,584    
$    19,379    
 
(A)Comparable sales(2) for the three-month period ended November 2, 2024 compares sales for the 13-week period ended November 2, 2024, with sales for the 13-week period ended November 4, 2023.
(B)Please refer to “Non-GAAP Reconciliation” below for a reconciliation of net loss to Adjusted EBITDA(1).



Balance Sheet and Cash Flow
Cash and cash equivalents at the end of the third quarter of 2024 totaled $44.0 million. Total liquidity at the end of the quarter, including available borrowing capacity under our revolving credit agreement, was $151.8 million.
Cash flow from operations for the nine-month period ended November 2, 2024, was $65.4 million, compared to $33.7 million for the nine-month period ended October 28, 2023.

Outlook
For the fourth quarter of fiscal 2024 the Company expects:
•Net sales between $255.0 million and $270.0 million.
•Adjusted EBITDA(1) between $9.0 million and $15.0 million.
For the full year 2024, which has 52 weeks compared to 53 weeks in full year 2023, the Company expects:
•Net sales between $1.083 billion and $1.098 billion.
•Adjusted EBITDA(1) between $101.0 million and $107.0 million.
•Capital expenditures between $20 million and $25 million reflecting infrastructure and technology investments as well as new stores for the year.
•As part of our previously announced store fleet optimization program, we intend to open 12 to 16 new Torrid stores while closing 30 to 40 stores to move towards balancing outdoor centers and enclosed mall locations.

The above outlook is based on several assumptions, including, but not limited to, the macroeconomic challenges in the industry in fiscal 2024 as well as higher labor costs. The above outlook does not take


into consideration the Consumer Financial Protection Bureau ruling which mandates, among other things, decreases in credit card late fees, and could alter the profitability of our agreements with our private label credit card financing company. See “Forward-Looking Statements” for additional information.


Conference Call Details

A conference call to discuss the Company’s third quarter 2024 results is scheduled for December 3, 2024, at 4:30 p.m. ET. Those who wish to participate in the call may do so by dialing (877) 407-9208 or (201) 493-6784 for international callers. The conference call will also be webcast live at https://investors.torrid.com. For those unable to participate, a replay of the conference call will be available approximately three hours after the conclusion of the call until December 10, 2024.

Notes
(1)Adjusted EBITDA is a non-GAAP financial measure. See “Non-GAAP Financial Measures” and “Non-GAAP Reconciliation” for additional information on non-GAAP financial measures and the accompanying table for a reconciliation to the most comparable GAAP measure. The Company does not provide reconciliations of the forward-looking non-GAAP measures of Adjusted EBITDA to the most directly comparable forward-looking GAAP measure because the timing and amount of excluded items are unreasonably difficult to fully and accurately estimate. For the same reasons, the Company is unable to address the probable significance of the unavailable information, which could be material to future results.
(2)Comparable sales for any given period are defined as the sales of our e-Commerce operations and stores that we have included in our comparable sales base during that period. We include a store in our comparable sales base after it has been open for 15 full fiscal months. If a store is closed during a fiscal year, it is only included in the computation of comparable sales for the full fiscal months in which it was open. Comparable sales for the third quarter of fiscal year 2024 compares sales for the 13-week period ended November 2, 2024, with sales for the 13-week period ended November 4, 2023. Partial fiscal months are excluded from the computation of comparable sales. We apply current year foreign currency exchange rates to both current year and prior year comparable sales to remove the impact of foreign currency fluctuation and achieve a consistent basis for comparison. Comparable sales allow us to evaluate how our unified commerce business is performing exclusive of the effects of non-comparable sales and new store openings.
About Torrid
TORRID is a direct-to-consumer brand in North America dedicated to offering a diverse assortment of stylish apparel, intimates, and accessories skillfully designed for curvy women. Specializing in sizes 10 to 30, TORRID’s primary focus is on providing fashionable, comfortable, and affordable options that meet the unique needs of its customers. TORRID’s extensive collection features high quality merchandise, including tops, bottoms, denim, dresses, intimates, activewear, footwear, and accessories. Revenues are


generated primarily through its e-Commerce platform www.torrid.com and its stores in the United States of America, Puerto Rico and Canada.


Non-GAAP Financial Measures
In addition to results determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”), management utilizes certain non-GAAP performance measures, such as Adjusted EBITDA, for purposes of evaluating ongoing operations and for internal planning and forecasting purposes. We believe that these non-GAAP operating measures, when reviewed collectively with our GAAP financial information, provide useful supplemental information to investors in assessing our operating performance.
Adjusted EBITDA is a supplemental measure of our operating performance that is neither required by, nor presented in accordance with, GAAP and our calculations thereof may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA represents GAAP net income (loss) plus interest expense less interest income, net of other expense (income), plus provision for income taxes, depreciation and amortization (“EBITDA”), and share-based compensation, non-cash deductions and charges, and other expenses
We believe Adjusted EBITDA facilitates operating performance comparisons from period to period by isolating the effects of certain items that vary from period to period without any correlation to ongoing operating performance. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting the overall expected performance of our business and for evaluating on a quarterly and annual basis, actual results against such expectations.
Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and, as such, use it internally to report and analyze our results and as a benchmark to determine certain non-equity incentive payments made to executives.
Adjusted EBITDA has limitations as an analytical tool. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to or substitute for net income (loss), income (loss) from operations, earnings (loss) per share or any other performance measures determined in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Forward-Looking Statements
Certain statements made in this earnings release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are subject to the safe harbor


created thereby under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical or current fact included in this earnings release are forward-looking statements. Forward-looking statements reflect our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “plan,” “intend,” “believe,” “may,” “will,” “should,” “can have,” “likely” and other words and terms of similar meaning (including their negative counterparts or other various or comparable terminology).
For example, all statements we make relating to our estimated and projected costs, expenditures, cash flows, growth rates and financial results, our plans and objectives for future operations, growth or initiatives, strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those that we expected, including:
• the adverse impact of rulemaking changes implemented by the Consumer Financial Protection Bureau on our income streams, profitability and results of operations;
• changes in consumer spending and general economic conditions;
• the negative impact on interest expense as a result of steep interest rates;
• inflationary pressures with respect to labor and raw materials and global supply chain constraints that could increase our expenses;
• our ability to identify and respond to new and changing product trends, customer preferences and other related factors;
• our dependence on a strong brand image;
• increased competition from other brands and retailers;
• our reliance on third parties to drive traffic to our website;
• the success of the shopping centers in which our stores are located;
• our ability to adapt to consumer shopping preferences and develop and maintain a relevant and reliable omni-channel experience for our customers;
• our dependence upon independent third parties for the manufacture of all of our merchandise;
• availability constraints and price volatility in the raw materials used to manufacture our products;
• interruptions of the flow of our merchandise from international manufacturers causing disruptions in our supply chain;
• our sourcing a significant amount of our products from China;


• shortages of inventory, delayed shipments to our e-Commerce customers and harm to our reputation due to difficulties or shut-down of our distribution facility;
• our reliance upon independent third-party transportation providers for substantially all of our product shipments;
• our growth strategy;
• our failure to attract and retain employees that reflect our brand image, embody our culture and possess the appropriate skill set;
• damage to our reputation arising from our use of social media, email and text messages;
• our reliance on third-parties for the provision of certain services, including real estate management;
• our dependence upon key members of our executive management team;
• our reliance on information systems;
• system security risk issues that could disrupt our internal operations or information technology services;
• unauthorized disclosure of sensitive or confidential information, whether through a breach of our computer system, third-party computer systems we rely on, or otherwise;
• our failure to comply with federal and state laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection;
• payment-related risks that could increase our operating costs or subject us to potential liability;
• claims made against us resulting in litigation;
• changes in laws and regulations applicable to our business;
• regulatory actions or recalls arising from issues with product safety;
• our inability to protect our trademarks or other intellectual property rights;
• our substantial indebtedness and lease obligations;
• restrictions imposed by our indebtedness on our current and future operations;
• changes in tax laws or regulations or in our operations that may impact our effective tax rate;
• the possibility that we may recognize impairments of long-lived assets;
• our failure to maintain adequate internal control over financial reporting; and
• the threat of war, terrorism or other catastrophes, including natural disasters, that could negatively impact our business.


The outcome of the events described in any of our forward-looking statements are also subject to risks, uncertainties and other factors described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 2, 2024 and in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this earnings release in the context of these risks and uncertainties.
We caution you that the important factors referenced above may not include all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the outcomes or affect us or our operations in the way we expect. The forward-looking statements included in this earnings release are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except to the extent required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.
Investors and others should note that we may announce material information to our investors using our investor relations website (https://investors.torrid.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on social media could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

Investors
Lyn Walther
IR@torrid.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Arielle Rothstein / Lyle Weston
Media@torrid.com



















TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS
(UNAUDITED)
(In thousands, except per share data)
Three Months Ended
November 2, 2024October 28, 2023
Net sales$263,766 $275,408 
Cost of goods sold168,609 183,906 
Gross profit95,157 91,502 
Selling, general and administrative expenses74,899 71,881 
Marketing expenses13,056 12,739 
Income from operations7,202 6,882 
Interest expense8,784 9,757 
Other income, net of other expense(362)267 
Loss before benefit from income taxes(1,220)(3,142)
Benefit from income taxes(26)(394)
Net loss$(1,194)$(2,748)
Comprehensive loss:
Net loss $(1,194)$(2,748)
Other comprehensive loss:
Foreign currency translation adjustment(86)(271)
Total other comprehensive loss(86)(271)
Comprehensive loss $(1,280)$(3,019)
Net loss per share:
Basic$(0.01)$(0.03)
Diluted$(0.01)$(0.03)
Weighted average number of shares:
Basic104,698 104,081 
Diluted104,698 104,081 






TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)(In thousands, except share and per share data)
November 2, 2024February 3, 2024
Assets
Current assets:
Cash and cash equivalents$43,953 $11,735 
Restricted cash399 399 
Inventory138,261 142,199 
Prepaid expenses and other current assets33,343 22,229 
Prepaid income taxes6,617 2,561 
Total current assets222,573 179,123 
Property and equipment, net85,569 103,516 
Operating lease right-of-use assets149,732 162,444 
Deposits and other noncurrent assets18,027 14,783 
Deferred tax assets8,681 8,681 
Intangible asset8,400 8,400 
Total assets$492,982 $476,947 
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable$77,478 $46,183 
Accrued and other current liabilities116,650 107,750 
Operating lease liabilities36,312 42,760 
Borrowings under credit facility— 7,270 
Current portion of term loan16,144 16,144 
Due to related parties4,330 9,329 
Income taxes payable62 2,671 
Total current liabilities250,976 232,107 
Noncurrent operating lease liabilities145,126 155,825 
Term loan276,445 288,553 
Deferred compensation3,735 5,474 
Other noncurrent liabilities5,986 6,705 
Total liabilities682,268 688,664 
Commitments and contingencies
Stockholders' deficit
Preferred shares: $0.01 par value; 5,000,000 shares authorized; zero shares issued and outstanding at November 2, 2024 and February 3, 2024
— — 
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,732,148 shares issued and outstanding at November 2, 2024; 104,204,554 shares issued and outstanding at February 3, 2024
1,049 1,043 
Additional paid-in capital138,532 135,140 
Accumulated deficit(328,281)(347,587)
Accumulated other comprehensive loss(586)(313)
Total stockholders' deficit(189,286)(211,717)
Total liabilities and stockholders' deficit$492,982 $476,947 



TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Nine Months Ended
November 2, 2024
Nine Months Ended
October 28, 2023
OPERATING ACTIVITIES
Net income$19,306 $15,689 
Adjustments to reconcile net income to net cash provided by operating activities:
Write down of inventory1,519 3,767 
Operating right-of-use assets amortization30,429 30,494 
Depreciation and other amortization27,842 28,242 
Share-based compensation4,531 5,981 
Other(957)(1,351)
Changes in operating assets and liabilities:
Inventory2,052 4,969 
Prepaid expenses and other current assets(11,114)(4,578)
Prepaid income taxes(4,056)(2,564)
Deposits and other noncurrent assets(3,375)(6,433)
Accounts payable31,876 2,969 
Accrued and other current liabilities10,775 (5,954)
Operating lease liabilities(33,527)(31,565)
Other noncurrent liabilities(588)(468)
Deferred compensation(1,739)507 
Due to related parties(4,999)(5,975)
Income taxes payable(2,609)— 
Net cash provided by operating activities65,366 33,730 
INVESTING ACTIVITIES
Purchases of property and equipment(12,617)(15,228)
Net cash used in investing activities(12,617)(15,228)
FINANCING ACTIVITIES
Proceeds from revolving credit facility62,780 455,110 
Principal payments on revolving credit facility(70,050)(458,390)
Principal payments on term loan(13,125)(13,125)
Proceeds from issuances under share-based compensation plans704 320 
Withholding tax payments related to vesting of restricted stock units and awards(675)(249)
Net cash used in financing activities(20,366)(16,334)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash(165)(141)
Increase in cash, cash equivalents and restricted cash32,218 2,027 
Cash, cash equivalents and restricted cash at beginning of period12,134 13,935 
Cash, cash equivalents and restricted cash at end of period$44,352 $15,962 
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest related to the revolving credit facility and term loan$27,080 $24,852 
Cash paid during the period for income taxes$14,200 $10,976 
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable and accrued liabilities$1,450 $3,360 



Non-GAAP Reconciliation
The following table provides a reconciliation of Net loss to Adjusted EBITDA for the periods presented (dollars in thousands):

Three Months Ended
November 2, 2024October 28, 2023
Net loss$(1,194)$(2,748)
Interest expense8,784 9,757 
Other income, net of other expense(362)267 
Benefit from income taxes(26)(394)
Depreciation and amortization(A)
8,523 8,785 
Share-based compensation(B)
685 1,585 
Non-cash deductions and charges(C)
112 409 
Other expenses(D)
3,062 1,718 
Adjusted EBITDA$19,584 $19,379 

(A)Depreciation and amortization excludes amortization of debt issuance costs and original issue discount that are reflected in interest expense.
(B)During the three months ended November 2, 2024 and October 28, 2023, share-based compensation includes $(0.3) million and $0.1 million, respectively, for awards that will be settled in cash as they are accounted for as share-based compensation in accordance with ASC 718, Compensation—Stock Compensation, similar to awards settled in shares.
(C)Non-cash deductions and charges includes non-cash losses on property and equipment disposals and the net impact of non-cash rent expense.
(D)Other expenses include certain transaction and litigation fees (including certain settlement costs) and severance costs for certain key management positions.


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Dec. 03, 2024
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