thi-20250503

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 May 3, 2025


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

For transition period from to

Commission File Number 001-40571

TORRID HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware						84-3517567
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
18501 East San Jose Avenue City of Industry, California (Address of principal executive offices)						91748 (Zip Code)

(626) 667-1002

(Registrant’s telephone number, including area code)

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.01 per share

CURV

New York Stock Exchange

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 7(a)(2)(B) of the Securities 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 June 1, 2025, there were approximately 105,020,625 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS


		PAGE
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Comprehensive Income	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
	PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mine Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	26
	SIGNATURES


	May 3, 2025		February 1, 2025
Assets
Current assets:
Cash and cash equivalents	$	23,693	$	48,523
Restricted cash	399		399
Inventory	149,570		148,493
Prepaid expenses and other current assets	26,905		24,507
Prepaid income taxes	1,824		4,244
Total current assets	202,391		226,166
Property and equipment, net	71,521		77,669
Operating lease right-of-use assets	132,672		140,651
Deposits and other noncurrent assets	19,774		18,935
Deferred tax assets	16,620		16,620
Intangible asset	8,400		8,400
Total assets	$	451,378	$	488,441
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	62,146	$	72,378
Accrued and other current liabilities	107,083		125,743
Operating lease liabilities	38,661		40,505

Current portion of term loan	16,144		16,144
Due to related parties	7,858		8,362
Income taxes payable	116		—
Total current liabilities	232,008		263,132
Noncurrent operating lease liabilities	125,407		134,481
Noncurrent debt, net	268,373		272,409
Deferred compensation	3,630		3,913
Other noncurrent liabilities	5,781		5,595

Total liabilities	635,199		679,530
Commitments and contingencies (Note 9)
Stockholders’ Deficit:
Preferred shares: $0.01 par value; 5,000,000 shares authorized; no shares issued and outstanding at May 3, 2025 and February 1, 2025	—		—
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 105,000,414 and 104,859,266 shares issued and outstanding at May 3, 2025 and February 1, 2025, respectively	1,050		1,049
Additional paid-in capital	140,981		140,029
Accumulated deficit	(325,329)		(331,269)
Accumulated other comprehensive loss	(523)		(898)
Total stockholders’ deficit	(183,821)		(191,089)
Total liabilities and stockholders’ deficit	$	451,378	$	488,441


	Three Months Ended
	May 3, 2025		May 4, 2024
Net sales	$	265,965	$	279,771
Cost of goods sold	164,563		164,350
Gross profit	101,402		115,421
Selling, general and administrative expenses	70,016		76,466
Marketing expenses	15,359		12,812
Income from operations	16,027		26,143
Interest expense	8,161		9,377
Interest income, net of other (income) expense	(706)		110
Income before provision for income taxes	8,572		16,656
Provision for income taxes	2,632		4,484
Net income	$	5,940	$	12,172

Net earnings per share:
Basic	$	0.06	$	0.12
Diluted	$	0.06	$	0.12
Weighted average number of shares:
Basic	104,915		104,268
Diluted	106,041		105,247

Other comprehensive income (loss):
Foreign currency translation adjustment	375		(89)
Total other comprehensive income (loss)	375		(89)
Comprehensive income	$	6,315	$	12,083


	Three Months Ended May 3, 2025
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Amount
Balance at February 1, 2025	104,860	$	1,049	$	140,029	$	(331,269)	$	(898)	$	(191,089)
Net income	—	—		—		5,940		—		5,940
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	134	1		(321)		—		—		(320)
Issuance of common shares related to exercise of non qualified stock options	7	—		20		—		—		20

Share-based compensation	—	—		1,253		—		—		1,253
Other comprehensive income	—	—		—		—		375		375
Balance at May 3, 2025	105,001	$	1,050	$	140,981	$	(325,329)	$	(523)	$	(183,821)


	Three Months Ended May 4, 2024
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Deficit
	Shares	Amount
Balance at February 3, 2024	104,205	$	1,043	$	135,140	$	(347,587)	$	(313)	$	(211,717)
Net income	—	—		—		12,172		—		12,172
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	141	1		(297)		—		—		(296)
Share-based compensation	—	—		1,290		—		—		1,290
Other comprehensive loss	—	—		—		—		(89)		(89)
Balance at May 4, 2024	104,346	$	1,044	$	136,133	$	(335,415)	$	(402)	$	(198,640)


Note 1. Basis of Presentation and Description of the Business			7
Note 2. Accounting Standards			8
Note 3. Property and Equipment			8
Note 4. Revenue Recognition			9
Note 5. Related Party Transactions			9
Note 6. Debt			11
Note 7. Leases			11
Note 8. Income Taxes			12
Note 9. Commitments and Contingencies			12
Note 10. Earnings Per Share			13
Note 11. Fair Value Measurements			13
Note 12. Segment Reporting			15


	May 3, 2025		February 1, 2025
Property and equipment, at cost
Leasehold improvements	$	188,432	$	187,792
Furniture, fixtures and equipment	121,196		118,901
Software and licenses	15,226		15,099
Construction-in-progress	1,180		1,438
	326,034		323,230
Less: Accumulated depreciation and amortization	(254,513)		(245,561)
Property and equipment, net	$	71,521	$	77,669


	May 3, 2025		February 1, 2025
Accrued loyalty program(1)	$	12,666	$	10,887
Gift cards(1)	$	12,181	$	13,676
Deferred revenue(2)	$	3,528	$	2,777
Deferred PLCC Funds(3)	$	3,333	$	3,458


	May 3, 2025		February 1, 2025
ABL Facility (as defined below), due June 14, 2026	$	—	$	—
Amended Term Loan Credit Agreement (as defined below), due June 14, 2028	288,750		293,125
Noncurrent debt, gross	288,750		293,125
Less: unamortized original issue discount and debt financing costs	(4,233)		(4,572)
	284,517		288,553
Less: current portion of term loan	(16,144)		(16,144)
Noncurrent debt, net	$	268,373	$	272,409


	May 3, 2025		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (cash equivalent)	$	3,396	$	3,396	$	—	$	—
Total assets	$	3,396	$	3,396	$	—	$	—
Liabilities:
Deferred compensation plan liability (current)	$	213	$	—	$	213	$	—
Deferred compensation plan liability (noncurrent)	3,630		—		3,630		—
Total liabilities	$	3,843	$	—	$	3,843	$	—


	February 1, 2025		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (cash equivalent)	$	31,727	$	31,727	$	—	$	—
Total assets	$	31,727	$	31,727	$	—	$	—
Liabilities:
Deferred compensation plan liability (current)	$	1,767	$	—	$	1,767	$	—
Deferred compensation plan liability (noncurrent)	3,913		—		3,913		—
Total liabilities	$	5,680	$	—	$	5,680	$	—


	Three Months Ended
	May 3, 2025			May 4, 2024
Number of stores (as of end of period)	632			658
Comparable sales(A)	(4)		%	(9)		%
Net income (in thousands)	$	5,940		$	12,172
Adjusted EBITDA(B) (in thousands)	$	27,128		$	38,227


	Three Months Ended May 3, 2025		% of Net Sales		Three Months Ended May 4, 2024		% of Net Sales
Net sales	$	265,965	100.0	%	$	279,771	100.0	%
Cost of goods sold	164,563		61.9	%	164,350		58.7	%
Gross profit	101,402		38.1	%	115,421		41.3	%
Selling, general and administrative expenses	70,016		26.3	%	76,466		27.3	%
Marketing expenses	15,359		5.8	%	12,812		4.6	%
Income from operations	16,027		6.0	%	26,143		9.3	%
Interest expense	8,161		3.1	%	9,377		3.4	%
Interest income, net of other (income) expense	(706)		(0.3)	%	110		0.0	%
Income before provision for income taxes	8,572		3.2	%	16,656		6.0	%
Provision for income taxes	2,632		1.0	%	4,484		1.6	%
Net income	$	5,940	2.2	%	$	12,172	4.4	%


Torrid Holdings Inc.

By:			/s/ LISA HARPER
Name:			Lisa Harper
Title:			Chief Executive Officer and Director
			(Principal Executive Officer)

By:			/s/ PAULA DEMPSEY
Name:			Paula Dempsey
Title:			Chief Financial Officer
			(Principal Financial Officer)