0001792781FALSE00017927812023-09-062023-09-06

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): September 6, 2023

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 September 6, 2023, Torrid Holdings Inc. (the “Company”) issued a press release announcing, among other things, the Company’s financial results for the second quarter of fiscal year 2023. 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:Interim Chief Financial Officer
Date: September 6, 2023
 


Torrid Reports Second Quarter Results
•Delivered Second Quarter Net Sales of $289.1 million and Net Income of $6.6 million
•Second Quarter Net Sales and Adjusted EBITDA(1) in line with guidance
•Revised Full Year 2023 Guidance
CITY OF INDUSTRY, Calif. – September 6, 2023 – 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 July 29, 2023.
Lisa Harper, Chief Executive Officer, stated, “Our second quarter results were in line with our guidance, reflecting our commitment to disciplined expense and inventory management even amidst a challenging market. We maintain that fiscal 2023 is a pivotal 'rebuild year' for us. Our laser focus is on balancing our merchandise assortment through exceptional value and product offerings, while expanding our customer base through a robust omnichannel strategy. We are confident that this will set the stage for sustainable long-term growth."
Financial Highlights for the Second Quarter of Fiscal 2023
•Net sales decreased 18.2% to $289.1 million compared to $353.5 million for the second quarter of last year. Comparable sales(2) decreased 18% in the second quarter. 
•Gross profit margin was 35.5% compared to 37.2% in the second quarter of last year. The 168-bps decline was primarily driven by a decrease in private label credit card funds, deleverage of store occupancy costs as a result of lower net sales and increases in store depreciation expense and merchandising payroll costs, partially offset by improved pricing strategies.
•Net income was $6.6 million, or $0.06 per share, compared to net income of $22.7 million, or $0.22 per share in the second quarter of last year.
•Adjusted EBITDA(1) was $32.2 million, or 11.1% of net sales, compared to $52.1 million, or 14.7% of net sales, in the second quarter of last year.
•In the second quarter, we opened three Torrid stores and closed two Torrid stores. The total store count at quarter end was 639 stores.
Second Quarter Fiscal 2023 Financial and Operating Metrics
(A)Please refer to "Non-GAAP Reconciliation " for a reconciliation of net income to Adjusted EBITDA(1).
Balance Sheet and Cash Flow
Cash and cash equivalents as of July 29, 2023 totaled $18.5 million. Total liquidity at the end of the second quarter, including available borrowing capacity under our revolving credit agreement, was $148.8 million.
Cash flow from operations for the three months ended July 29, 2023 was $31.7 million, compared to $44.3 million for the three-month period ended July 30, 2022.
Three Months Ended
(in thousands, except percentages)
July 29, 2023July 30, 2022
Comparable sales(2)
(18)%1 %
Net income$6,629 $22,710 
Adjusted EBITDA$32,151 $52,088 
1


Outlook
For the third quarter of fiscal 2023 the Company expects:
•Net sales between $242 million and $251 million.
•Adjusted EBITDA(1) between $11 million and $15 million.
For the full year fiscal 2023 the Company expects:
•Net sales between $1.080 billion and $1.115 billion.
•Adjusted EBITDA(1) between $90 million and $100 million.
•Capital expenditures between $35 million and $40 million reflecting infrastructure and technology investments as well as between 30 and 40 new stores for the year.
The above outlook is based on several assumptions, including, but not limited to, the macroeconomic challenges in the industry in fiscal 2023 as well as higher labor costs, which are expected to be more pronounced this year compared to 2022. See “Forward-Looking Statements” for additional information.
Conference Call Details
A conference call to discuss the Company’s second quarter fiscal 2023 results is scheduled for September 6, 2023, 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 investors.torrid.com in the Events and Presentations section. For those unable to participate, a replay of the conference call will be available approximately three hours after the conclusion of the call until September 13, 2023.
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 Torrid’s e-Commerce operations and stores that it has included in its comparable sales base during that period. The Company includes a store in its 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. Partial fiscal months are excluded from the computation of comparable sales. Comparable sales allow the Company to evaluate how its unified commerce business is performing exclusive of the effects of new store openings. The Company applies 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.
About Torrid
TORRID is a direct-to-consumer brand of apparel, intimates and accessories in North America aimed at fashionable women who are curvy and wear sizes 10 to 30. TORRID is focused on fit and offers high quality products across a broad assortment that includes tops, bottoms, denim, dresses, intimates, activewear, footwear and accessories.
2


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 release are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” provisions of 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. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. For example, all statements we make relating to our expected third quarter of fiscal 2023, our full year fiscal 2023 performance and our plans and objectives for future operations, growth or initiatives are forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Torrid’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements, including: changes in consumer spending and general economic conditions, including as a result of rising 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
3


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 (including as a result of COVID-19); 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 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 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 March 28, 2023 and in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this communication in the context of these risks and uncertainties. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the effect of known factors, and it is impossible for us to anticipate all factors that could affect our actual results. 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 press 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
Lyn Walther
IR@torrid.com
Media
Joele Frank, Wilkinson Brimmer Katcher
Michael Freitag / Arielle Rothstein / Lyle Weston
Media@torrid.com
4


TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(UNAUDITED)
(In thousands, except per share data)
Three Months Ended
July 29, 2023July 30, 2022
Net sales$289,144 $353,522 
Cost of goods sold186,467 222,030 
Gross profit102,677 131,492 
Selling, general and administrative expenses69,591 78,574 
Marketing expenses12,898 13,502 
Income from operations20,188 39,416 
Interest expense9,606 6,697 
Interest income, net of other (income) expense(89)48 
Income before provision for income taxes10,671 32,671 
Provision for income taxes4,042 9,961 
Net income$6,629 $22,710 
Comprehensive income:
Net income$6,629 $22,710 
Other comprehensive income (loss):
Foreign currency translation adjustment227 25 
Total other comprehensive income (loss)227 25 
Comprehensive income$6,856 $22,735 
Net earnings per share:
Basic$0.06 $0.22 
Diluted$0.06 $0.22 
Weighted average number of shares:
Basic103,930 103,836 
Diluted104,172 103,953 
5


TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(In thousands, except share and per share data)
July 29, 2023January 28, 2023
Assets
Current assets:
Cash and cash equivalents$18,544 $13,569 
Restricted cash366 366 
Inventory157,819 180,055 
Prepaid expenses and other current assets23,958 20,050 
Prepaid income taxes4,082 2,081 
Total current assets204,769 216,121 
Property and equipment, net102,605 113,613 
Operating lease right-of-use assets160,353 177,179 
Deposits and other noncurrent assets12,956 8,650 
Deferred tax assets3,301 3,301 
Intangible asset8,400 8,400 
Total assets$492,384 $527,264 
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable$62,339 $76,207 
Accrued and other current liabilities106,721 108,847 
Operating lease liabilities40,651 45,008 
Borrowings under credit facility— 8,380 
Current portion of term loan16,144 16,144 
Due to related parties10,522 12,741 
Income taxes payable— — 
Total current liabilities236,377 267,327 
Noncurrent operating lease liabilities153,733 172,103 
Term loan296,625 304,697 
Deferred compensation4,854 4,246 
Other noncurrent liabilities8,452 9,115 
Total liabilities700,041 757,488 
Commitments and contingencies (Note 15)
Stockholders' deficit
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,044,344 shares issued and outstanding at July 29, 2023; 103,774,813 shares issued and outstanding at January 28, 20231,041 1,038 
Additional paid-in capital132,275 128,205 
Accumulated deficit(340,769)(359,206)
Accumulated other comprehensive loss(204)(261)
Total stockholders' deficit(207,657)(230,224)
Total liabilities and stockholders' deficit$492,384 $527,264 

6


TORRID HOLDINGS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(In thousands)
Six Months Ended July 29, 2023Six Months Ended July 30, 2022
OPERATING ACTIVITIES
Net income$18,437 $46,776 
Adjustments to reconcile net income to net cash provided by operating
Write down of inventory1,523 1,363 
Operating right-of-use assets amortization20,119 20,672 
Depreciation and other amortization19,077 18,891 
Share-based compensation4,396 4,655 
Other(1,437)82 
Changes in operating assets and liabilities:
Inventory20,738 (11,585)
Prepaid expenses and other current assets(3,908)(2,863)
Prepaid income taxes(2,001)4,661 
Deposits and other noncurrent assets(4,386)(1,539)
Accounts payable(13,291)883 
Accrued and other current liabilities(389)(27,116)
Operating lease liabilities(25,278)(20,628)
Other noncurrent liabilities(294)4,156 
Deferred compensation608 (1,031)
Due to related parties(2,219)5,646 
Income taxes payable— 1,270 
Net cash provided by operating activities31,695 44,293 
INVESTING ACTIVITIES
Purchases of property and equipment(9,593)(11,444)
Net cash used in investing activities(9,593)(11,444)
FINANCING ACTIVITIES
Proceeds from revolving credit facility346,280 423,900 
Principal payments on revolving credit facility(354,660)(417,950)
Repurchase of common stock— (31,700)
Principal payments on term loan(8,750)(13,125)
Proceeds from issuances under share-based compensation plans200 463 
Withholding tax payments related to vesting of restricted stock units and(188)(414)
Net cash used in financing activities(17,118)(38,826)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash(9)(7)
Increase (decrease) in cash, cash equivalents and restricted cash4,975 (5,984)
Cash, cash equivalents and restricted cash at beginning of period13,935 29,287 
Cash, cash equivalents and restricted cash at end of period$18,910 $23,303 
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest related to the revolving credit facility and term loan$15,469 $13,637 
Cash paid during the period for income taxes$10,759 $13,413 
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable and$1,722 $3,578 
7


Reclassification of Certain Statements of Operations and Comprehensive Income Items
In the fourth quarter of fiscal year 2022, we made a voluntary change in our accounting policy regarding the classification of royalties, profit-sharing and marketing and promotional funds ("PLCC Funds") we receive pursuant to our private label credit card agreement. Historically, we recorded PLCC Funds as a reduction to selling, general and administrative expenses in the consolidated statements of operations and comprehensive income. Under the new policy, we record PLCC Funds in net sales in the consolidated statements of operations and comprehensive income. This reclassification does not have any impact on income from operations, income before provision for income taxes, net income or earnings per share and there was no cumulative effect to stockholders’ deficit or net assets. This reclassification has been retrospectively applied to all prior periods presented.
The recognition of PLCC Funds in net sales is preferable because it enhances the comparability of our financial statements with those of many of our industry peers and provide greater transparency into performance metrics relevant to our industry by showing the gross impact of the funds received as net sales instead of as a reduction to selling, general and administrative expenses.
The impact of this change in accounting principle is reflected in the table below (in thousands):
Three Months Ended July 30, 2022
As Previously ReportedChange in Accounting PrincipleAs Adjusted
Net sales$340,876 $12,646 $353,522 
Cost of goods sold222,030 — 222,030 
Gross profit118,846 12,646 131,492 
Selling, general and administrative expenses65,928 12,646 78,574 
Marketing expenses13,502 — 13,502 
Income from operations$39,416 $— $39,416 
8


Non-GAAP Reconciliation
The following table provides a reconciliation of Net income to Adjusted EBITDA for the periods presented (dollars in thousands):
Three Months Ended
July 29, 2023July 30, 2022
Net income$6,629 $22,710 
Interest expense9,606 6,697 
Interest income, net of other (income) expense(89)48 
Provision for income taxes4,042 9,961 
Depreciation and amortization(A)
9,081 8,871 
Share-based compensation(B)
1,908 2,175 
Non-cash deductions and charges(C)
(101)1,626 
Other expenses(D)
1,075 — 
Adjusted EBITDA$32,151 $52,088 
(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 July 29, 2023, share-based compensation includes $0.2 million 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 severance costs for certain key management positions and certain litigation fees.

9

v3.23.2
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Sep. 06, 2023
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Document Type 8-K
Entity Registrant Name TORRID HOLDINGS INC.
Entity Tax Identification Number 84-3517567
Document Period End Date Sep. 06, 2023
Entity Incorporation, State or Country Code DE
Entity File Number 001-40571
Entity Address, Address Line One 18501 East San Jose Avenue
Entity Address, City or Town City of Industry
Entity Address, State or Province CA
Entity Address, Postal Zip Code 91748
City Area Code (626)
Local Phone Number 667-1002
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