Torrid Holdings Inc.
For the period ended Aug 2, 2025. Filed Sep 11, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Aug 2, 2025 · Filed Sep 11, 2025
CURV$2.17-9.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-05-03; filed 2025-06-09.
0001792781-25-000021
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-08-02; filed 2025-09-11.
0001792781-25-000031
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 87 previous paragraphs and 109 current paragraphs.
69 unchanged; 18 reworded; 14 added; 0 removed; 0 previous and 8 current paragraphs rearranged.
Tables are not compared: 4 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
We have implemented a retail store optimization strategy to better align our distribution with the demands of our customers who have increasingly demonstrated a preference for our online experience. We believe this strategy will enhance our customer experience, significantly reduce our cost structure, and improve working capital and cash flow generation, allowing us to reinvest more aggressively in customer reactivation and acquisition initiatives to support long-term revenue growth. We closed 59 stores through the end of the second quarter of fiscal year 2025 and intend to accelerate our store closures throughout the remainder of fiscal year 2025 to target as many as 120 additional store closures. A majority of our store leases are up for renewal in fiscal year 2025.
Current report
Six Months Ended August 2, 2025 Compared to Six Months Ended August 3, 2024
Current report
Net Sales
Current report
Net sales decreased $35.6 million, or 6.3%, to $528.8 million for the six months ended August 2, 2025, from $564.4 million for the six months ended August 3, 2024. This decrease was primarily driven by a decrease in sales transaction values. The total number of stores we operate decreased by 82 stores, or 12.5%, to 575 stores as of August 2, 2025, from 657 stores as of August 3, 2024.
Current report
Gross Profit
Current report
Gross profit for the six months ended August 2, 2025 decreased $30.8 million, or 13.6%, to $194.9 million, from $225.7 million for the six months ended August 3, 2024. Gross profit as a percentage of net sales decreased 3.1% to 36.9% for the six months ended August 2, 2025 from 40.0% for the six months ended August 3, 2024. The decrease in gross profit was primarily driven by a decrease in net sales. The decrease in gross profit as a percentage of net sales was primarily driven by a decrease in net sales, increased merchandising payroll costs and store depreciation, and the deleverage of store occupancy costs as a result of lower net sales.
Current report
Selling, General and Administrative Expenses
Current report
Selling, general and administrative expenses for the six months ended August 2, 2025 decreased $12.8 million, or 8.3%, to $140.5 million, from $153.3 million for the six months ended August 3, 2024. The decrease was primarily due to a $4.9 million decrease in store and e-Commerce payroll costs, a $3.3 million decrease in other store operating costs, a $2.2 million decrease in headquarters general and administrative expenses, a $1.0 million decrease in share-based compensation and a $0.8 million decrease in performance bonuses. Selling, general and administrative expenses as a percentage of net sales decreased 0.6% to 26.6% for the six months ended August 2, 2025 from 27.2% for the six months ended August 3, 2024. The decrease was primarily driven by decreased store and e-Commerce payroll costs, other store operating costs and share-based compensation, partially offset by the deleverage of headquarters general and administrative expenses as a result of lower net sales.
Current report
Marketing Expenses
Current report
Marketing expenses for the six months ended August 2, 2025 increased $2.4 million, or 9.1%, to $28.2 million, from $25.8 million for the six months ended August 3, 2024. Marketing expenses as a percentage of net sales increased 0.7% to 5.3% during the six months ended August 2, 2025 from 4.6% during the six months ended August 3, 2024. The increase in both marketing expenses and marketing expenses as a percentage of net sales was due to increased social media spend, retargeting, photographic production, and payroll expenses associated with our marketing team, partially offset by decreased spend in our model search campaign.
Current report
Interest Expense
Current report
Provision for Income Taxes
Current report
Share Repurchase
Current report
On June 23, 2025, we entered into a stock repurchase agreement with Sycamore, whereby we agreed to purchase $20.0 million of shares of our common stock in a private transaction at a price per share equal to $3.32 (which was equal to the price paid by the underwriters, net of underwriting discounts and commissions, in Sycamore’s concurrent sale of shares of our common stock in a public offering). Accordingly, we repurchased 6,030,908 shares of common stock, which are being held as treasury stock.
Reworded paragraphs (18)
Previous wording
(A)Comparable sales for the first quarter of fiscal year 2024 compares sales for the 13-week period ended May 4, 2024 with sales for the 13-week period ended May 6, 2023.
Current wording
(A)Comparable sales for the three- and six-month periods ended August 3, 2024 compare sales for the 13- and 26-week periods ended August 3, 2024, respectively, with sales for the 13- and 26-week periods ended August 5, 2023.
Previous wording
Comparable Sales. We define comparable sales for any given period 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 new 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. We also determine when certain store remodels and relocations are reintegrated into our comparable sales base. Comparable sales for the first quarter of fiscal year 2024 compares sales for the 13-week period ended May 4, 2024 with sales for the 13-week period ended May 6, 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.
Current wording
Comparable Sales. We define comparable sales for any given period 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 new 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. We also determine when certain store remodels and relocations are reintegrated into our comparable sales base. Comparable sales for the three- and six-month periods ended August 3, 2024 compare sales for the 13- and 26-week periods ended August 3, 2024, respectively, with sales for the 13- and 26-week periods ended August 5, 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.
Previous wording
Number of Stores. Store count reflects all stores open at the end of a reporting period. In connection with opening new stores, we incur pre-opening costs, which primarily consist of payroll, travel, training, marketing, initial opening supplies, costs of transporting initial inventory and fixtures to store locations, and occupancy costs incurred from the time of possession of a store site to the opening of that store. These pre-opening costs are included in our selling, general and administrative expenses and are expensed as incurred.
Current wording
Number of Stores. Store count reflects all stores open at the end of a reporting period.
Previous wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Form 10-Q in the section titled “Risk Factors.”
Current wording
We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Form 10-Q and in the section titled “Risk Factors” in our 2024 Form 10-K.
Previous wording
Investments. We have invested significantly to strengthen our business, including augmenting leadership across our organization and enhancing our infrastructure and technology in order to realize growth. We anticipate that our operating expenses will grow as we continue to increase our spending on advertising and marketing and hire additional personnel primarily in marketing, product design and development, merchandising, technology, operations, customer service and general and administrative functions. We are strategically working to expand and rebalance our store footprint, aiming for an optimal split between malls and outdoor centers. We will also continue to make investments to improve the customer experience both in-store and online. We believe that such investments will increase the number and loyalty of our customers and, as a result, yield positive financial performance in the long term.
Current wording
Investments. We have invested significantly to strengthen our business, including augmenting leadership across our organization and enhancing our infrastructure and technology in order to realize growth. We anticipate that our operating expenses will grow as we continue to increase our spending on advertising and marketing and hire additional personnel primarily in marketing, product design and development, merchandising, technology, operations, customer service and general and administrative functions. We are strategically working to rebalance our store footprint, aiming for an optimal split among malls, outdoor centers and online. We will also continue to make investments to improve the customer experience both in-store and online. We believe that such investments will increase the number and loyalty of our customers and, as a result, yield positive financial performance in the long term.
Previous wording
Net sales decreased $13.8 million, or 4.9%, to $266.0 million for the three months ended May 3, 2025, from $279.8 million for the three months ended May 4, 2024. This decrease was primarily driven by decreases in sales transactions and sales transaction values. The total number of stores we operate decreased by 26 stores, or 4.0%, to 632 stores as of May 3, 2025, from 658 stores as of May 4, 2024.
Current wording
Net sales decreased $21.8 million, or 7.7%, to $262.8 million for the three months ended August 2, 2025, from $284.6 million for the three months ended August 3, 2024. This decrease was primarily driven by a decrease in sales transaction values. The total number of stores we operate decreased by 82 stores, or 12.5%, to 575 stores as of August 2, 2025, from 657 stores as of August 3, 2024.
Previous wording
Gross profit for the three months ended May 3, 2025 decreased $14.0 million, or 12.1%, to $101.4 million, from $115.4 million for the three months ended May 4, 2024. Gross profit as a percentage of net sales decreased 3.2% to 38.1% for the three months ended May 3, 2025 from 41.3% for the three months ended May 4, 2024. The decrease in both gross profit and gross profit as a percentage of net sales was primarily driven by a decrease in net sales and an increase in merchandising payroll costs.
Current wording
Gross profit for the three months ended August 2, 2025 decreased $16.8 million, or 15.2%, to $93.5 million, from $110.3 million for the three months ended August 3, 2024. Gross profit as a percentage of net sales decreased 3.1% to 35.6% for the three months ended August 2, 2025 from 38.7% for the three months ended August 3, 2024. The decrease in gross profit was primarily driven by a decrease in net sales. The decrease in gross profit as a percentage of net sales was primarily driven by a decrease in net sales, increased store depreciation and merchandising payroll costs, and the deleverage of store occupancy costs as a result of lower net sales.
Previous wording
Selling, general and administrative expenses for the three months ended May 3, 2025 decreased $6.5 million, or 8.4%, to $70.0 million, from $76.5 million for the three months ended May 4, 2024. The decrease was primarily due to a $2.5 million decrease in store and e-Commerce payroll costs, a $1.4 million decrease in headquarters general and administrative expenses, a $1.2 million decrease in other store operating costs, and a $0.8 million decrease in performance bonuses. Selling, general and administrative expenses as a percentage of net sales decreased 1.0% to 26.3% for the three months ended May 3, 2025 from 27.3% for the three months ended May 4, 2024. The decrease was primarily driven by decreased store and e-Commerce payroll costs, headquarters general and administrative expenses, other store operating costs, and performance bonuses.
Current wording
Selling, general and administrative expenses for the three months ended August 2, 2025 decreased $6.3 million, or 8.2%, to $70.5 million, from $76.8 million for the three months ended August 3, 2024. The decrease was primarily due to a $2.4 million decrease in store and e-Commerce payroll costs, a $2.2 million decrease in other store operating costs, a $0.8 million decrease in headquarters general and administrative expenses, and a $0.8 million decrease in share-based compensation. Selling, general and administrative expenses as a percentage of net sales decreased 0.2% to 26.8% for the three months ended August 2, 2025 from 27.0% for the three months ended August 3, 2024. The decrease was primarily driven by decreased other store operating costs and share-based compensation, partially offset by the deleverage of headquarters general and administrative expenses as a result of lower net sales.
Previous wording
Marketing expenses for the three months ended May 3, 2025 increased $2.5 million, or 19.9%, to $15.4 million, from $12.8 million for the three months ended May 4, 2024. Marketing expenses as a percentage of net sales increased 1.2% to 5.8% during the three months ended May 3, 2025 from 4.6% during the three months ended May 4, 2024. The increase in both marketing expenses and marketing expenses as a percentage of net sales was due to increased social media spend, retargeting, and photographic production.
Current wording
Marketing expenses for the three months ended August 2, 2025 decreased $0.2 million, or 1.5%, to $12.8 million, from $13.0 million for the three months ended August 3, 2024. Marketing expenses as a percentage of net sales increased 0.3% to 4.9% during the three months ended August 2, 2025 from 4.6% during the three months ended August 3, 2024. The decrease in marketing expenses was primarily driven by decreased spend on our model search campaign and SMS/affiliate marketing, partially offset by increased social media spend, retargeting, and photographic production. The increase in marketing expenses as a percentage of net sales was due to lower net sales.
Previous wording
Interest expense was $8.2 million for the three months ended May 3, 2025, compared to $9.4 million for the three months ended May 4, 2024. The decrease was primarily due to a lower balance on the Amended Term Loan Credit Agreement resulting from principal payments.
Current wording
Interest expense was $8.1 million for the three months ended August 2, 2025, compared to $9.1 million for the three months ended August 3, 2024. The decrease was primarily due to a lower balance on the Amended Term Loan Credit Agreement resulting from principal payments.
Previous wording
(B)During the three months ended May 3, 2025 and May 4, 2024, share-based compensation includes $0.2 million and $0.4 million, respectively, for awards that will be settled in cash as they are accounted for similar to awards settled in shares in accordance with ASC 718, Compensation—Stock Compensation.
Current wording
(B)During the six months ended August 2, 2025 and August 3, 2024, share-based compensation includes $0.2 million and $1.4 million, respectively, for awards that will be settled in cash as they are accounted for similar to awards settled in shares in accordance with ASC 718, Compensation—Stock Compensation.
Previous wording
The provision for income taxes were $2.6 million and $4.5 million for the three months ended May 3, 2025 and May 4, 2024, respectively. Our effective tax rate was 30.7% for the three months ended May 3, 2025 and 26.9% for the three months ended May 4, 2024. The increase in the effective tax rate for the three months ended May 3, 2025 as compared to the three months ended May 4, 2024 was primarily due to an increase in the amount of non-deductible compensation for covered employees and a decrease in income before provision for income taxes for the three months ended May 3, 2025.
Current wording
The provision for income taxes was $3.1 million and $7.6 million for the six months ended August 2, 2025 and August 3, 2024, respectively. Our effective tax rate was 29.4% for the six months ended August 2, 2025 and 26.9% for the six months ended August 3, 2024. The increase in the effective tax rate for the six months ended August 2, 2025 as compared to the six months ended August 3, 2024 was primarily due to an increase in the amount of non-deductible compensation for covered employees and a decrease in income before provision for income taxes for the six months ended August 2, 2025.
Previous wording
As of May 3, 2025, we had $23.7 million in cash and cash equivalents and $284.5 million of outstanding indebtedness, net of unamortized original issue discount and financing costs, consisting of term loans under the Amended Term Loan Credit Agreement, which is accruing interest at an underlying variable rate of 10%. As of May 3, 2025, we had access to $117.3 million in additional liquidity from our ABL Facility, net of outstanding letters of credit.
Current wording
As of August 2, 2025, we had $21.5 million in cash and cash equivalents and $288.4 million of outstanding indebtedness, net of unamortized original issue discount and financing costs, of which $7.9 million consists of borrowings on our ABL Facility, which is accruing interest at an underlying variable rate of 8%, and $280.5 million consists of term loans under the Amended Term Loan Credit Agreement, which is accruing interest at an underlying variable rate of 10%. As of August 2, 2025, we had access to $90.2 million in additional liquidity from our ABL Facility, net of outstanding letters of credit.
Previous wording
In May 2015, we entered into a credit agreement for a senior secured asset-based revolving credit facility (as amended and restated in October 2017 and as amended in June 2019, September 2019, June 2021, and April 2023) with Bank of America, N.A., as agent, and the lenders party thereto (the “ABL Facility”). Under the ABL Facility, the aggregate commitments available are $150.0 million (subject to a borrowing base) and we have the right to request additional commitments up to $50.0 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). The principal amount of the outstanding loans is due and payable on June 14, 2026.
Current wording
In May 2015, we entered into a credit agreement for a senior secured asset-based revolving credit facility (as amended and restated in October 2017 and as amended in June 2019, September 2019, June 2021, April 2023, and August 2025) with Bank of America, N.A., as agent, and the lenders party thereto (the “ABL Facility”). Under the ABL Facility, the aggregate commitments available are $150.0 million (subject to a borrowing base) and we have the right to request additional commitments up to $50.0 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). In August 2025, the maturity date of the principal amount of the outstanding loans was extended from June 14, 2026 to the earlier of (i) August 1, 2030 and (ii) the date that is 91 days prior to the maturity of any material indebtedness (as defined in the ABL Facility).
Previous wording
Outside of any routine transactions made in the ordinary course of business, there have been no significant changes to our material cash requirements as disclosed in our 2024 Form 10-K.
Current wording
Outside of any routine transactions made in the ordinary course of business or otherwise described in this Form 10-Q, there have been no significant changes to our material cash requirements as disclosed in our 2024 Form 10-K.
Previous wording
Net cash used in operating activities during the three months ended May 3, 2025 was $18.0 million compared to net cash provided by operating activities of $27.6 million during the three months ended May 4, 2024. The decrease in cash provided by operating activities during the three months ended May 3, 2025 was primarily as a result of decreases in accounts payable and accrued expenses and other current liabilities.
Current wording
Net cash used in operating activities during the six months ended August 2, 2025 was $2.3 million compared to net cash provided by operating activities of $68.4 million during the six months ended August 3, 2024. The decrease in net cash provided by operating activities during the six months ended August 2, 2025 was primarily as a result of decreases in accounts payable and accrued expenses and other current liabilities. The decreases in accounts payable and accrued expenses and other current liabilities were primarily driven by a decrease in inventory purchases before the current period end compared to the prior period end.
Previous wording
Net cash flows used in investing activities during the three months ended May 3, 2025 was $2.5 million, compared to $7.0 million during the three months ended May 4, 2024. The decrease in cash used in investing activities was primarily a result of a decrease in capital expenditures due to fewer new store openings during the three months ended May 3, 2025, compared to the three months ended May 4, 2024.
Current wording
Net cash used in investing activities during the six months ended August 2, 2025 was $3.7 million, compared to $10.2 million during the six months ended August 3, 2024. The decrease in net cash used in investing activities was primarily a result of a decrease in capital expenditures due to fewer new store openings and remodels during the six months ended August 2, 2025, compared to the six months ended August 3, 2024.
Previous wording
Net cash used in financing activities during the three months ended May 3, 2025 was $4.7 million compared to $11.9 million during the three months ended May 4, 2024. The decrease in net cash used in financing activities is due to a decrease in net repayments related to the ABL Facility.
Current wording
Net cash used in financing activities during the six months ended August 2, 2025 was $21.5 million compared to $16.0 million during the six months ended August 3, 2024. The increase in net cash used in financing activities is primarily due to the repurchase of our common stock, partially offset by an increase in net borrowings related to the ABL Facility.
Rearranged current paragraphs (8)
Current report — wording carried from elsewhere
(B)Share-based compensation for awards that will be settled in cash was not material during the three months ended August 2, 2025 and $1.1 million during the three months ended August 3, 2024. These awards are accounted for similar to awards settled in shares in accordance with ASC 718, Compensation—Stock Compensation.
Current report — wording carried from elsewhere
The provision for income taxes was $0.5 million and $3.1 million for the three months ended August 2, 2025 and August 3, 2024, respectively. Our effective tax rate was 23.7% for the three months ended August 2, 2025 and 26.9% for the three months ended August 3, 2024. The decrease in the effective tax rate for the three months ended August 2, 2025 as compared to the three months ended August 3, 2024 was primarily due to a decrease in the amount of non-deductible compensation for covered employees for the three months ended August 2, 2025.
Current report — wording carried from elsewhere
The following table summarizes our consolidated results of operations for the periods indicated (dollars in thousands):
Current report — wording carried from elsewhere
The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented (in thousands):
Current report — wording carried from elsewhere
(A)Depreciation and amortization excludes amortization of debt issuance costs and original issue discount that are reflected in interest expense.
Current report — wording carried from elsewhere
(C)Noncash deductions and charges includes noncash losses on property and equipment disposals and the net impact of noncash rent expense.
Current report — wording carried from elsewhere
(D)Other expenses include severance costs for certain key management positions, certain transaction and litigation fees, and the reimbursement of certain management expenses, primarily for travel, incurred by Sycamore on our behalf, which are not considered to be part of our core business.
Current report — wording carried from elsewhere
Interest expense was $16.3 million for the six months ended August 2, 2025, compared to $18.5 million for the three months ended August 3, 2024. The decrease was primarily due to a lower balance on the Amended Term Loan Credit Agreement resulting from principal payments.